EXHIBIT B 

UNITED STATES DISTRICT COURT 

DISTRICT OF NEW JERSEY 

IN RE: 

MEDCO/EXPRESS SCRIPTS 

MERGER LITIGATION 

Civil Action No. 11-4211 (DMC) (MP) 

NOTICE OF PENDENCY OF CLASS ACTION, 

PROPOSED SETTLEMENT AND FAIRNESS HEARING 

TO: ALL PERSONS OR ENTITIES WHO HELD OR OWNED SHARES OF THE 

COMMON STOCK OF MEDCO HEALTH SOLUTIONS, INC. ("MEDCO" OR THE 

"COMPANY"), EITHER OF RECORD OR BENEFICIALLY, INCLUDING THEIR 

RESPECTIVE SUCCESSORS, HEIRS, OR ASSIGNS, AT ANY TIME BETWEEN 

AND INCLUDING JULY 21, 2011 AND THE EFFECTIVE TIME OF THE CLOSING 

OF THE MERGER WITH EXPRESS SCRIPTS, INC. (THE "PROPOSED 

TRANSACTION") OR THE WITHDRAWAL OR TERMINATION OF THE 

PROPOSED TRANSACTION, AS THE CASE MAY BE (THE "CLASS"). 

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. THIS 

NOTICE RELATES TO A PROPOSED SETTLEMENT OF A LAWSUIT AND 

CONTAINS IMPORTANT INFORMATION. YOUR RIGHTS WILL BE 

AFFECTED BY THESE LEGAL PROCEEDINGS IN THIS LITIGATION. 

IF YOU WERE NOT THE BENEFICIAL HOLDER OF COMMON STOCK OF 

MEDCO BUT HELD SUCH STOCK FOR A BENEFICIAL HOLDER, PLEASE 

TRANSMIT THIS DOCUMENT PROMPTLY TO SUCH BENEFICIAL HOLDER. 

The purpose of this Notice is to inform you of a proposed settlement (the "Settlement") of the actions 

(collectively, the "Actions") pending before the United States District Court for the District of New Jersey 

("the Court") and the Delaware Court of Chancery and of a hearing to be held before the Court, in the 

United States Post Office and Courthouse Building, One Federal Square, Newark, NJ 07101, on April 16, 

2012 at 10:00 a.m. (the "Fairness Hearing"). The purpose of the Fairness Hearing is to determine: (a) 

whether the Court should certify the Class for purposes of the Settlement; (b) whether the Court should 

approve the proposed Settlement; (c) whether the Court should enter an Order and Final Judgment 

dismissing the claims asserted in the Action on the merits and with prejudice as against Plaintiffs and the 

Class and effectuating the releases described below; (d) whether the Court should grant the application of 

Plaintiffs' Counsel for an award of attorneys' fees and reimbursement of litigation expenses; and (e) such 

other matters as may properly come before the Court. 

If you are a member of the Class, this Notice will inform you of how, if you so choose, you may enter your 

appearance in the Action or object to the proposed Settlement and have your objection heard at the Fairness 

Hearing. 

THE FOLLOWING RECITATION DOES NOT CONSTITUTE FINDINGS OF THE COURT 

AND SHOULD NOT BE UNDERSTOOD AS AN EXPRESSION OF ANY OPINION OF THE 

COURT AS TO THE MERITS OF ANY CLAIMS OR DEFENSES BY ANY OF THE PARTIES. IT 

IS BASED ON STATEMENTS OF THE PARTIES AND IS SENT FOR THE SOLE PURPOSE OF 

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INFORMING YOU OF THE EXISTENCE OF THIS ACTION AND OF A HEARING ON A 

PROPOSED SETTLEMENT SO THAT YOU MAY MAKE APPROPRIATE DECISIONS AS TO 

STEPS YOU MAY, OR MAY NOT, WISH TO TAKE IN RELATION TO THIS ACTION. 

BACKGROUND AND DESCRIPTION OF TILE ACTION 

On July 21, 2011, Medco and Express Scripts, Inc. ("Express Scripts") announced the execution of a 

merger agreement (the "Merger Agreement") between Medco, Express Scripts, Aristotle Holding, Inc., 

Aristotle Merger Sub, Inc. and Plato Merger Sub, Inc., pursuant to which Express Scripts would acquire 

Medco for $28.80 in cash and 0.81 shares of Express Scripts Holding stock for each share of Medco 

common stock (the "Proposed Transaction"). 

Between July 22, 2011 and July 29, 2011, ten actions were filed by purported Medco shareholders in 

the Delaware Court of Chancery all alleging, among other things, that Medco and its board of directors 

had breached their fiduciary duties in connection with their consideration and approval of the Proposed 

Transaction, and that Express Scripts had aided and abetted those breaches of fiduciary duty. The actions, 

and their respective filing dates, are as follows: Chevedden v. Snow, C.A. No. 6694-CS (filed July 22, 

2011); Colanino v. Medco Health Solutions, Inc., C.A. No. 6708-CS (filed July 25, 2011); Knisley v. 

Snow, C.A. No. 6710-CS (filed July 25, 2011); Heimowitz v. Medco Health Solutions, Inc., C.A. No. 

6711-CS (filed July 26, 2011); Waber v. Medco Health Solutions, Inc., C.A. No. 6716-CS (filed July 26, 

2011); U.F.C. W Local 1776 & Participating Etnp'rs Pension Fund v. Medco Health Solutions, Inc., C.A. 

No. 6720-CS (filed July 27, 2011); Westchester Putnam Counties Heavy & Highway Laborers Local 60 

Benefit Funds v. Medco Health Solutions, Inc., C.A. No. 6723-CS (filed July 27, 2011); Labourers' 

Pension Fund of Cent. & E. Can. v. Snow, C.A. No. 6725 (filed July 27, 2011); Johnson v. Medco Health 

Solutions, Inc., C.A. No. 6726-CS (filed July 28, 2011); Schoenwald v. Medco Health Solutions, Inc., 

C.A. No. 6727-CS (filed July 29, 2011) (collectively, and the consolidated "Delaware Action"). 

Between July 22, 2011 and July 29, 2011, seven actions were filed by purported Medco shareholders 

in the United States District Court for the District of New Jersey, all alleging, among other things, that 

Medco and its board of directors had breached their fiduciary duties in connection with their consideration 

and approval of the Proposed Transaction, and that Express Scripts had aided and abetted those breaches 

of fiduciary duty. The actions, and their respective filing dates, are as follows: Louisiana Municipal Police 

Employees' Retirement System ("LAMPERS") v. Medco Health Solutions, Inc., No. 2:11-cv-4211-DMCMF (filed July 22, 2011); Nadoff v. Medco Health Solutions, Inc., No. 2:11-cv-04248-WJM-MF (filed 

July 22, 2011); Puerto Rico Gov't Emps. & Judiciary Ret. Sys. Admin. v. Medco Health Solutions, Inc., 

No. 2:11-cv-04259-DMC-MF (filed July 25, 2011); Sollins v. Medco Health Solutions Inc., No. 2: 1 1-cv04307-DMC-MF (filed July 26, 2011); United Food & Commercial Workers Local 23 & Emp'rs Pension 

Fund v. Medco Health Solutions, Inc., No. 2:11-cv-04328 (DMC-MF) (filed July 27, 2011); Oppenheim 

Kapitalanlagegesellschaft mbIl v. Medco Health Solutions, Inc., No. 2:11-CV-04322-DMC-MF (filed 

July 27, 2011); and Int'l Union of Operating Eng'rs Local 132 Pension Fund v. Medco Health Solutions, 

Inc., No. 2:11-cv-04412-DMC-MF (filed July 29, 2011) (collectively, the consolidated "Federal Action"). 

Between July 22, 2011 and August 8, 2011, five actions were filed by purported Medco shareholders 

in the New Jersey Superior Court all alleging, among other things, that Medco and its board of directors 

had breached their fiduciary duties in connection with their consideration and approval of the Proposed 

Transaction, and that Express Scripts had aided and abetted those breaches of fiduciary duty. The actions, 

and their respective filing dates, are as follows: Levinson v. Snow, No. C-215-11 (filed July 22, 2011); 

Kramer v. Snow, No. C-217-11 (filed July 25, 2011); Snider v. Medco Health Solutions, Inc., No. C-220-

11 (filed July 27, 2011); Prongay v. Medco Health Solutions, Inc., No. C-232-11 (filed July 28, 2011); 

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and Lasker v. Medco Health Solutions, Inc., No. C-246-11 (filed August 8, 2011) (collectively, the 

consolidated "New Jersey State Action"). 

On August 1, 2011, Plaintiff LAMPERS moved for expedited discovery in the Federal Action. 

On August 2, 2011, Plaintiff U.F.C.W. Local 1776 filed a Motion for Class Certification and a Motion 

for Consolidation of Related Actions and Appointment of Lead Plaintiff and Lead Counsel in the 

Delaware Court of Chancery. 

On August 4, 2011, the defendants in the Delaware Court of Chancery consented to Class 

Certification. 

On August 5, 2011, Plaintiff LAMPERS filed an Amended Complaint in the Federal Actions. 

On August 8, 2011, Express Scripts filed in the Federal Action a Motion to Dismiss the Amended 

Complaint, a Motion to Stay the Federal Action in Favor of the Delaware Actions, and an Opposition to 

Plaintiff's Application for Expedited Discovery. 

On August 9, 2011, the Delaware Court of Chancery entered an order consolidating the Delaware 

Action as In re Medco Health Solutions, Inc. Shareholders Litigation, Consol. C.A. No. 6720-CS. 

On August 17, 2011, the Court in the Federal Action consolidated all of the related action and 

appointed LAMPERS's counsel as Interim Lead Counsel. The Court also entered an order to allow 

LAMPERS to serve written discovery demands on defendants. 

On August 18, 2011, LAMPERS filed a motion for Class Certification in the Federal Action. 

On August 23, 2011, the Court of Chancery held a hearing on appointment of lead plaintiffs, lead 

counsel, and Class Certification, and later that day entered an order certifying a non-opt out class of all 

record holders and beneficial owners of common stock of Medco together with their successors and 

assigns, during the period commencing on the date on which the board of directors of Medco approved 

the proposed acquisition of all of Medco's shares by Express Scripts and ending at the effective time of 

the closing of the proposed transaction; and appointed Co-Lead Counsel and Liaison Counsel for the 

Class. 

On August 26, 2011, the New Jersey Superior Court granted the Consent Order Resolving Motion for 

Expedited Discovery and Motion to Stay, which stayed the New Jersey State Action in favor of the 

Delaware Action and ordered that plaintiffs in the New Jersey State Action would be bound by the rulings 

and determinations of the Court of Chancery. 

On September 19, 2011, the District Court issued an opinion and entered an order denying Express 

Scripts' Motion to Dismiss and Motion to Stay. 

On September 23, 2011, Express Scripts filed a Motion to Stay Pending Appeal and for Certification 

Pursuant to 28 U.S.C. § 1292(b) in the Federal Action. 

On October 3, 2011, the defendants requested an extension to answer LAMPERS complaint from 

October 4, 2011 to October 18, 2011. 

On October 6, 2011, Aristotle Holding Inc. filed a Preliminary Form S-4 Registration Statement with 

the Securities and Exchange Commission. 

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On October 11, 2011, the District Court entered an order denying Plaintiffs' application for expedited 

discovery and ordering the parties to meet with Magistrate Judge Falk regarding a discovery schedule. 

On October 14, 2011, Express Scripts filed a Motion for Judgment on the Pleadings Pursuant to Court 

of Chancery Rule 12(c), Brief in Support of its Motion for Judgment on the Pleadings, and Proposed 

Order for Briefing Schedule on their Motion for Judgment on the Pleadings. 

On October 21, 2011, Plaintiffs filed a Motion for Preliminary Injunction in the Delaware Action. 

On October 24, 2011, Magistrate Judge Falk entered an order regarding discovery in the Federal 

Action. 

On October 25, 2011, Express Scripts filed a Motion to Expedite the Ruling on its Motion for 

Certification of Interlocutory Appeal and Stay Pending Appeal, and Plaintiffs' Motion for Class 

Certification in the Federal Action. 

On October 25, 2011, the District Court entered an order certifying its September 19, 2011 opinion 

and order for interlocutory appeal, and denying Express Scripts' motion to stay pending appeal. 

On October 26, 2011, the District Court entered an order denying Express Scripts' motion to expedite 

the Court's ruling on the Motion for Class Certification in the Federal Action. 

On October 27, 2011, the Court of Chancery entered a Stipulated Order of Case Management and set 

forth a schedule for discovery, briefing, and a preliminary injunction hearing on December 6, 2011, in the 

Delaware Action. 

On October 28, 2011, Plaintiffs in the Federal Action filed a Brief in Support of Order to Show Cause 

for Preliminary Injunction. 

Pursuant to the discovery orders entered by the Court of Chancery and Magistrate Judge Falk, 

respectively, the parties began producing documents on a rolling basis beginning on October 28, 2011. 

On October 31, 2011, Express Scripts filed with the United States Court of Appeals for the Third 

Circuit its Petition for Permission to Appeal Under 28 U.S.C. § 1292(b), a Motion to Stay Proceedings 

Below Pending Appeal, and a Motion to Expedite the Decision on the Petition and Motion to Stay (the 

"Interlocutory Appeal"). 

On November 1, 2011, Plaintiffs in the Federal Action were ordered by the Clerk of the United States 

Court of Appeals for the Third Circuit to file their response to the Interlocutory Appeal by no later than 

3:00 p.m. on Friday, November 4, 2011. 

On November 4, 2011, Plaintiffs in the Federal Action filed their response to the Interlocutory Appeal. 

On November 7, 2011, Express Scripts filed their reply in support of the Interlocutory Appeal. 

After arm's-length negotiations, counsel to the Parties in the Actions have reached an agreement 

concerning the proposed settlement of the Actions. Those extensive negotiations and discussions led to 

the execution of a memorandum of understanding (the "MOU") on November 7, 2011, for an agreement 

to settle the Actions on the terms set forth in herein, subject to additional confirmatory discovery on the 

Supplemental Disclosures as defined herein, and approval of the Court. 

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On November 8, 2011, the Parties notified the District Court, the Court of Chancery, and the United 

States Court of Appeals for the Third Circuit regarding the MOU and of Plaintiffs' intention to conduct 

confirmatory discovery relating to the proposed Settlement. 

On November 9, 2011, the United States Court of Appeals for the Third Circuit granted Express 

Scripts' motion requesting that the Court stay its review of Express Scripts' Motion to Stay Pending 

Appeal pending the Parties' execution of a stipulation of settlement, and stay its review of Express 

Scripts' Petition for Permission to Appeal pending approval of the settlement. The Third Circuit ordered 

the parties to the provide the Court with status reports regarding the settlement beginning ten days from 

the date of the Order, and continuing every ten days thereafter. 

Following the execution of the MOU, and as contemplated therein, Plaintiffs' Counsel conducted a 

further investigation of the facts and circumstances underlying the claims asserted in the Actions, which 

included, among other things, reviewing and analyzing documents produced by Defendants, and 

conducting the depositions of Ravi Sachdev, Managing Director of Investment Banking at JP Morgan, 

who served as financial advisor to Medco on the Proposed Transaction, on Friday, November 11, 2011, 

and Richard J. Rubino, Senior Vice President, Finance and Chief Financial Officer of Medco, on 

November 14, 2011. 

On the basis of information available to them, including publicly available information, the additional 

confirmatory discovery described herein, and consultations with independent financial advisors retained 

by Lead Counsel, Lead Counsel has determined that the proposed Settlement described herein is fair, 

reasonable, adequate, and in the best interests of the Plaintiffs and the Class. 

On November 28, 2011, the Court entered a scheduling order providing for, among other things, the 

scheduling of the Fairness Hearing; the temporary certification, for settlement purposes only, of a non-opt 

out class consisting of all record holders and beneficial owners of common stock of Medco together with 

their successors, heirs and assigns, during the period commencing on July 21, 2011, and ending at the 

effective time of the closing of the Proposed Transaction, or the withdrawal or termination of the 

Proposed Transaction, as the case may be, excluding Defendants; a stay of the Actions pending a hearing 

on the proposed Settlement; and an injunction against the commencement or prosecution of any action by 

any member of the Class asserting any of the claims subject to the Settlement of the Actions. 

REASONS FOR THE SETTLEMENT 

Plaintiffs and Lead Counsel for Plaintiffs in the Actions have determined to enter into the Settlement 

because, pursuant to the terms of the Settlement, Medco and Express Scripts agreed to reduce the 

Termination Fee in the Merger Agreement, reschedule the respective stockholder meetings to vote on the 

Proposed Transaction, and issue additional disclosures. 

Howard W. Barker, Jr., John L. Cassis, Michael Goldstein, Charles M. Lillis, Myrtle Potter, William 

L. Roper, David B. Snow, Jr., David D. Stevens, Blenda J. Wilson, (collectively, the "Individual 

Defendants"), Medco, Express Scripts, Aristotle Holding, Inc., Aristotle Merger Sub, Inc. and Plato 

Merger Sub Inc. (with the Individual Defendants, the "Defendants") each has denied, and continues to 

deny, that he, she, or it committed or aided and abetted the commission of any breach of duty or violation 

of the Securities Exchange Act of 1934 or any other law, or engaged in any of the wrongful acts alleged 

in the various Actions, and expressly maintains that he, she, or it diligently and scrupulously complied 

with his, her, or its fiduciary and other legal duties, to the extent such duties exist, and entered into the 

Settlement solely to eliminate the burden, expense, and uncertainties inherent in further litigation. 

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The Parties wish to settle and resolve the claims asserted by Plaintiffs and all claims relating to or 

arising out of the Proposed Transaction, and the Parties have, following arm's-length negotiations, 

reached an agreement as set forth in this Stipulation, providing for the settlement of the Actions on the 

terms and subject to the conditions set forth below, and the Parties believe the Settlement is in the best 

interests of the Parties and the Class. 

SETTLEMENT TERMS 

In consideration for the full settlement and release of all Settled Claims (as defined below) and the 

dismissal with prejudice of the Actions, the Parties to the Actions have agreed to the following terms: 

1. On November 7, 2011, Express Scripts and Medco entered into Amendment No. 1 to the Merger 

Agreement (the "Amendment"), which reduces the Termination Fee as defined in the Merger Agreement 

from $950 million to $650 million in all circumstances except as set forth in the Amendment. 

2. The Amendment further reduces the number of applications of Section 5.4(b)(iii) and (iv) of the 

Merger Agreement and the proviso set forth at the end of such Section 5.4(b) from an unlimited number 

to one for each of Express Scripts and Medco. 

3. Express Scripts and Medco agreed to reschedule the special meetings of their respective 

stockholders to vote on the Proposed Transaction to such date or dates as determined by Medco and 

Express Scripts, but in no event prior to December 21, 2011. 

4. Express Scripts and Medco included certain additional disclosures concerning the Merger 

Agreement and the Proposed Transaction (the "Supplemental Disclosures") in the Definitive Joint 

Proxy/Prospectus filed on Form S-4 (the "Definitive Proxy Statement") to be filed with the Securities and 

Exchange Commission (the "SEC") and disseminated to Express Scripts' and Medco's stockholders. 

THE FAIRNESS HEARING 

The Fairness Hearing shall be held on April 16, 2012, in the United States Post Office and Courthouse 

Building, One Federal Square, Newark, NJ 07101 to: (a) determine whether the Settlement Class 

certification herein should be made final; (b) determine whether the Settlement should be approved by the 

Court as fair, reasonable, adequate and in the best interests of the Class; (c) determine whether an Order 

and Final Judgment should be entered pursuant to the Stipulation; (d) consider Lead Counsel's application 

for an award of attorneys' fees and expenses; and (e) rule on such other matters as the Court may deem 

appropriate. 

The Court reserves the right to adjourn the Fairness Hearing or any adjournment thereof, including 

the consideration of the application for attorneys' fees, without further notice of any kind other than oral 

announcement at the Fairness Hearing or any adjournment thereof. 

The Court reserves the right to approve the Settlement at or after the Fairness Hearing with such 

modification(s) as may be consented to by the Parties to the Stipulation and without further notice to the Class. 

RIGHT To APPEAR AND OBJECT 

Any member of the Class who objects to the Settlement, the Order and Final Judgment to be entered 

in the Action, and/or Lead Counsel's application for attorneys' fees, or who otherwise wishes to be heard, 

may appear in person or by his attorney at the Fairness Hearing and present evidence or argument that 

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may be proper and relevant; provided, however, that, except for good cause shown, no person shall be 

heard and no papers, briefs, pleadings or other documents submitted by any person shall be considered 

by the Court unless not later than ten (10) business days prior to the Fairness Hearing such person files 

with the Court and serves upon counsel listed below: (a) a written notice of intention to appear which is 

signed, includes the person's name, address and telephone number, provides documentation evidencing 

the person's membership in the Class, and states whether the person is represented by counsel and intends 

to appear at the Settlement Hearing; (b) a statement of such person's objections to any matters before the 

Court; and (c) the grounds for such objections and the reasons that such person desires to appear and be 

heard, as well as all documents or writings such person desires the Court to consider. Such filings shall 

be served upon the following counsel: 

Christine S. Azar 

LABATON SUCHAROW LLP 

300 Delaware Avenue 

Suite 1225 

Wilmington, DE 19801 

Tel: (302) 573-2530 

Fax: (302) 573-2529 

Plaintiffs' Co-Lead Counsel 

in the Delaware Action 

Joel Friedlander 

BOUCHARD MARGULES 

& FRIEDLANDER, P.C. 

222 Delaware Avenue, Suite 400 

Wilmington, DE 19801 

Tel: (302) 573-3500 

Fax: (302) 573-3501 

Plaintiffs' Liaison Counsel 

in the Delaware Action 

James E. Cecchi 

CARELLA, BYRNE, CECCHI, 

OLSTEIN, BRODY & AGNELLO 

5 Becker Farm Road 

Roseland, NJ 07068 

Tel: (973) 994-1700 

Attorneys for Plaintiffs 

in the District Court Action 

Edward P. Welch Andrew Muscato 

SKADDEN, ARPS, SLATE, SKADDEN, ARPS, SLATE, 

MEAGHER & FLOM LLP MEAGHER & FLOM LLP 

One Rodney Square, P.O. Box 636 Four Times Square 

Wilmington, DE 19899-0636 New York, NY 10036 

Tel: (302) 651-3000 Tel: (212) 735-3000 

Fax: (302) 651-3001 Fax: (212) 735-2000 

Joseph P. LaSala 

MCELROY, DEUTSCH, MULVANEY 

& CARPENTER, LLP 

1300 Mount Kemble Avenue 

P.O. Box 2075 

Morristown, NJ 07962-2075 

Tel: (973) 993-8100 

Fax: (973) 425-0161 

Attorneys for Defendants Express Scripts, Inc., Aristotle Holding, Inc., 

Aristotle Merger Sub, Inc., and Plato Merger Sub, Inc. 

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Jon E. Abramczyk 

MORRIS, NICHOLS, ARSHT 

& TUNNELL, LLP 

1201 N. Market Street, P.O. Box 1347 

Wilmington, DE 19899-1347 

Tel: (302) 658-9200 

Fax: (302) 658-3989 

Kevin H. Marino 

MARINO, TORTORELLA 

& BOYLE, PC 

437 Southern Boulevard 

Chatham, NJ 07928-1488 

Tel: (973) 824-9300 

Fax: (973) 824-8425 

Attorneys for Defendants Medco Health Solutions, Inc., David B. Snow Jr, 

Michael Goldstein, Howard W Barker, Jr, John L. Cassis, Charles M. Lillis, 

Myrtle Potter, William L. Roper David D. Stevens, and Blendal Wilson 

and then filed with the Clerk of the Court. 

Unless the Court otherwise directs, no person shall be entitled to object to the approval of the 

Settlement, any judgment entered thereon, the adequacy of the representation of the Class by Plaintiffs 

and their Lead Counsel, any award of attorneys' fees, or otherwise be heard, except by serving and filing 

a written objection and supporting papers and documents as prescribed above. Any person who fails to 

object in the manner described above shall be deemed to have waived the right to object (including any 

right of appeal) and shall be forever barred from raising such objection in this or any other action or 

proceeding. Any member of the Class who does not object to the Settlement or the request by Plaintiffs' 

Lead Counsel for an award of attorneys' fees and expenses (described below) or to any other matter stated 

above need not do anything. 

THE FINAL ORDER AND JUDGMENT 

If the Court determines that the Settlement, as provided for in the Stipulation, is fair, reasonable, 

adequate and in the best interests of the Class, the parties to the Federal Action will ask the Court to enter 

the Order and Final Judgment, which will, among other things: 

1. approve the Settlement as fair, reasonable, adequate and in the best interests of the Class and 

direct consummation of the Settlement in accordance with its terms and conditions; 

2. permanently certify the Class as a non-opt out class pursuant to Federal Rules of Civil Procedure 

23(a), 23(b)(1) and (b)(2) and designate Plaintiffs in the Federal Action as the Class 

representatives with Plaintiffs' Lead Counsel as Class counsel; 

3. determine that the requirements of the rules of the Court and due process have been satisfied in 

connection with this Notice; 

4. dismiss the Federal Action with prejudice on the merits and grant the releases more fully 

described below in accordance with the terms and conditions of the Stipulation; 

5. permanently bar and enjoin Plaintiffs and all members of the Class from instituting, commencing 

or prosecuting any of the Released Claims against any of the Released Parties (as defined below); 

and 

6. award attorneys' fees and expenses to Plaintiffs' Lead Counsel. 

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RELEASES 

The Stipulation provides that upon Final Approval of the Settlement and in consideration of the benefits 

provided by the Settlement: 

1. The Order and Final Judgment shall, among other things, provide for the full and complete 

dismissal of the Actions with prejudice, and the settlement and release of, and a permanent injunction 

barring any claims, demands, rights, actions, causes of action, liabilities, damages, losses, obligations, 

judgments, duties, suits, costs, expenses, matters and issues known or unknown, contingent or absolute, 

suspected or unsuspected, disclosed or undisclosed, liquidated or unliquidated, matured or unmatured, 

accrued or unaccrued, apparent or unapparent, that have been, could have been, or in the future can or 

might be asserted in any court, tribunal or proceeding (including but not limited to any claims arising 

under federal, state, foreign or common law, including the federal securities laws and any state disclosure 

law), by or on behalf of Plaintiffs or any member of the Class in his, her, or its capacity as a Medco 

stockholder (the "Releasing Persons"), whether individual, direct, class, derivative, representative, legal, 

equitable, or any other type or in any other capacity against the Defendants or any of their families, parent 

entities, controlling persons, associates, affiliates or subsidiaries and each and all of their respective past 

or present officers, directors, stockholders, principals, representatives, employees, attorneys, financial or 

investment advisors, consultants, accountants, investment bankers, commercial bankers, entities 

providing fairness opinions, underwriters, advisors or agents, heirs, executors, trustees, general or limited 

partners or partnerships, limited liability companies, members, joint ventures, personal or legal 

representatives, estates, administrators, predecessors, successors and assigns (collectively, the "Released 

Persons") which the Releasing Persons ever had, now have, or may have had by reason of, arising out of, 

relating to, or in connection with the acts, events, facts, matters, transactions, occurrences, statements, or 

representations, or any other matter whatsoever set forth in or otherwise related, directly or indirectly, to 

the allegations in the Actions, the complaints, the Merger Agreement and any amendments thereto, and 

other transactions contemplated therein, or disclosures made in connection therewith (including the 

adequacy and completeness of such disclosures) (the "Settled Claims"); provided, however, that the 

Settled Claims shall not include any properly perfected claims for appraisal pursuant to Section 262 of 

the Delaware General Corporation Law, or claims to enforce the Settlement. 

2. Plaintiffs acknowledge, and the members of the Class by operation of law shall be deemed to have 

acknowledged, that they may discover facts in addition to or different from those now known or believed 

to be true by them with respect to the Settled Claims, but that it is the intention of Plaintiffs, and by 

operation of law the intention of the members of the Class, to completely, fully, finally and forever 

compromise, settle, release, discharge, extinguish, and dismiss any and all Settled Claims, known or 

unknown, suspected or unsuspected, contingent or absolute, accrued or unaccrued, apparent or 

unapparent, which now exist, or heretofore existed, or may hereafter exist, and without regard to the 

subsequent discovery of additional or different facts. Plaintiffs acknowledge, and the members of the 

Class by operation of law shall be deemed to have acknowledged, that "Unknown Claims" are expressly 

included in the definition of "Settled Claims," and that such inclusion was expressly bargained for and 

was a key element of the Settlement and was relied upon by each and all of the Released Persons in 

entering into this Stipulation. "Unknown Claims" means any claim that Plaintiffs or any member of the 

Class does not know or suspect exists in his, her or its favor at the time of the release of the Settled Claims 

as against the Released Parties, including without limitation those which, if known, might have affected 

the decision to enter into the Settlement. With respect to any of the Settled Claims, the Parties stipulate 

and agree that upon Final Approval of the Settlement, Plaintiffs shall expressly and each member of the 

Class shall be deemed to have, and by operation of the final order and judgment by the Court shall have, 

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expressly waived, relinquished and released any and all provisions, rights and benefits conferred by or 

under Cal. Civ. Code § 1542 or any law of the United States or any state of the United States or territory 

of the United States, or principle of common law, which is similar, comparable or equivalent to Cal. Civ. 

Code § 1542, which provides: 

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE 

CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR 

AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM 

OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT 

WITH THE DEBTOR. 

Plaintiffs acknowledge, and the members of the Class shall be deemed by operation of the entry of a final 

order and judgment approving the Settlement to have acknowledged, that the foregoing waiver was 

separately bargained for, is an integral element of the Settlement, and was relied upon by each and all of 

the Defendants in entering into the Settlement. 

3. The Order and Final Judgment shall also provide that any claims (including unknown claims) 

against Plaintiffs, their directors, officers, employees and attorneys, and each and all of the Class members 

arising out of, relating to, or in connection with, the institution, prosecution, assertion, settlement or 

resolution of the Actions or the Settled Claims shall be settled, released, and permanently enjoined and 

barred. 

4. Within five (5) days of Final Approval of the Settlement, the Parties to the Delaware Action shall 

submit to the Court of Chancery for approval a request to dismiss the Delaware Action with prejudice. 

APPLICATION FOR ATTORNEYS' FEES AND EXPENSES 

The Parties have not reached an agreement with respect to attorneys' fees and expenses. In the event 

the Parties are unable to reach an agreement on attorneys' fees and expenses, Plaintiffs retain the right to 

apply to the District Court for an award of attorneys' fees and expenses, and Defendants retain the right 

to oppose the amount of any such application for attorneys' fees and expenses. 

NOTICE TO PERSONS OR ENTITIES THAT HELD OWNERSHIP ON BEHALF OF OTHERS 

Brokerage firms, banks and/or other persons or entities who held shares of the common stock of 

Medco during the period from and including July 21, 2011 and November 28, 2011 for the benefit of 

others are requested promptly to either (a) provide the Notice Administrator with the names and addresses 

of such beneficial owners, preferably in an MS Excel data table setting forth (i) title/registration, (ii) street 

address, (iii) city/state/zip; or (b) send copies of this Notice to all of their respective beneficial owners. 

Additional copies of the Notice may be requested by contacting the Notice Administrator at: 

Medco/Express Scripts Merger Litigation 

c/o Berdon Claims Administration LLC 

P.O. Box 9014 

Jericho, NY 11753-8914 

Tel: (800) 766-3330 

Fax: (516) 931-0810 

Website: www.berdonclaims.com 

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You are entitled to the reimbursement of any reasonable expenses actually incurred in connection with 

the research of records and (a) the generating of electronic media, or (b) the mailing of this Notice, after 

submission to the Notice Administrator of a written request, together with appropriate supporting 

documentation. 

SCOPE OF THIS NOTICE AND ADDITIONAL INFORMATION 

The foregoing description of the Fairness Hearing, the Action, the terms of the proposed Settlement 

and other matters described herein do not purport to be comprehensive. Accordingly, members of the 

Class are referred to the documents filed with the Court in the Action. Copies of the Stipulation and the 

Amended Complaint are available at Lead Counsel's websites, http://www.gelaw.com ; 

http://www.blbglaw.com/index; and http://www.labaton.com .. 

PLEASE DO NOT WRITE OR CALL THE COURT. 

Inquiries or comments about the Settlement may be directed to the attention of Plaintiffs' Counsel, as 

follows: 

James E. Cecchi 

CARELLA, BYRNE, CECCHI, 

OLSTEIN, BRODY & AGNELLO 

5 Becker Farm Road 

Roseland, NJ 07068 

Tel: (973) 994-1700 

Dated: January 3, 2012 BY ORDER OF THE COURT 

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