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Express Scripts 2009 Annual Report 100
INDEX TO EXHIBITS
(Express Scripts, Inc. – Commission File Number 0-20199)
Exhibit
Number
Exhibit
2.1
Stock and Interest Purchase Agreement among the Company and WellPoint, Inc., dated April 9, 2009,
incorporated by reference to Exhibit No. 2.1 to the Company’s Current Report on Form 8-K filed April
14, 2009.
3.1
Amended and Restated Certificate of Incorporation of the Company, as amended.
3.2
Third Amended and Restated Bylaws, as amended.
4.1
Form of Certificate for Common Stock, incorporated by reference to Exhibit No. 4.1 to the Company’s
Registration Statement on Form S-1 filed June 9, 1992 (Registration Number 33-46974).
4.2
Rights Agreement, dated as of July 25, 2001, between the Company and American Stock Transfer &
Trust Company, as Rights Agent, which includes the Certificate of Designations for the Series A
Junior Participating Preferred Stock as Exhibit A, the Form of Right Certificate as Exhibit B and the
Summary of Rights to Purchase Preferred Shares as Exhibit C, incorporated by reference to Exhibit
No. 4.1 to the Company’s Current Report on Form 8-K filed July 31, 2001.
4.3
Amendment No. 1 to the Rights Agreement between the Company and American Stock Transfer &
Trust Company, as Rights Agent, dated May 25, 2005, incorporated by reference to Exhibit No. 10.1 to
the Company’s Current Report on Form 8-K filed May 31, 2005.
4.4
Amendment No. 2 to the Rights Agreement between the Company and American Stock Transfer &
Trust Company, as Rights Agent, dated December 18, 2009, incorporated by reference to Exhibit No.
10.1 to the Company’s Current Report on Form 8-K filed December 18, 2009.
4.5
Indenture, dated as of June 9, 2009, among the Company, the Subsidiary Guarantors party thereto and
Union Bank, N.A., as Trustee, incorporated by reference to Exhibit No. 4.1 to the Company’s Current
Report on Form 8-K filed June 10, 2009.
4.6
First Supplemental Indenture, dated as of June 9, 2009, among the Company, the Subsidiary
Guarantors party thereto and Union Bank, N.A., as Trustee, incorporated by reference to Exhibit No.
4.2 to the Company’s Current Report on Form 8-K filed June 10, 2009.
4.7
Second Supplemental Indenture, dated as of June 9, 2009, among the Company, the Subsidiary
Guarantors party thereto and Union Bank, N.A., as Trustee, incorporated by reference to Exhibit No.
4.3 to the Company’s Current Report on Form 8-K filed June 10, 2009.
4.8
Third Supplemental Indenture, dated as of June 9, 2009, among the Company, the Subsidiary
Guarantors party thereto and Union Bank, N.A., as Trustee, incorporated by reference to Exhibit No.
4.4 to the Company’s Current Report on Form 8-K filed June 10, 2009.
10.11
Amended and Restated Express Scripts, Inc. 1992 Employee Stock Option Plan, incorporated by
reference to Exhibit No. 10.78 to the Company’s Annual Report on Form 10-K for the year ending
December 31, 1994.
10.21
First Amendment to Express Scripts, Inc. Amended and Restated 1992 Stock Option Plan incorporated
by reference to Exhibit D to the Company’s Proxy Statement dated April 22, 1999.
10.31
Second Amendment to Express Scripts, Inc. Amended and Restated 1992 Stock Option Plan
incorporated by reference to Exhibit F to the Company’s Proxy Statement dated April 22, 1999.
10.41
Amended and Restated Express Scripts, Inc. Stock Option Plan for Outside Directors, incorporated by
reference to Exhibit No. 10.79 to the Company’s Annual Report on Form 10-K for the year ending
December 31, 1994.