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Express Scripts 2012 Annual Report114
10.162
Express Scripts, Inc. Amended and Restated Executive Deferred Compensation Plan (effective December
31, 2004 and grandfathered for the purposes of Section 409A of the Code), incorporated by reference to
Exhibit No. 10.1 to Express Scripts, Inc.’s Current Report on Form 8-K filed May 25, 2007, File No. 000-
20199.
10.172
Express Scripts, Inc. Executive Deferred Compensation Plan of 2005 (as amended and restated effective
April 2, 2012), incorporated by reference to Exhibit 10.3 to Express Scripts Holding Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
10.182
Medco Health Solutions, Inc. 2002 Stock Incentive Plan (as amended and restated effective April 2,
2012), incorporated by reference to Exhibit 10.4 to Express Scripts Holding Company’s Quarterly Report
on Form 10-Q for the quarter ended June 30, 2012.
10.192
Form of terms and conditions for director stock option and restricted stock unit awards, incorporated by
reference to Exhibit 10.2 to Medco Health Solutions, Inc.’s Current Report on Form 8-K filed February 8,
2005, File No. 001-31312.
10.202
Indemnification and Insurance Matters Agreement between Merck & Co., Inc. and Medco Health
Solutions, Inc., incorporated by reference to Exhibit 10.4 to Medco Health Solutions, Inc.’s Annual
Report on Form 10-K for the fiscal year ended December 27, 2003, File No. 001-31312.
10.212
Amended and Restated Executive Employment Agreement, dated as of October 31, 2008, and effective as
of November 1, 2008, between Express Scripts, Inc. and George Paz, incorporated by reference to Exhibit
No. 10.1 to Express Scripts, Inc.’s Current Report on Form 8-K filed October 31, 2008, File No. 000-
20199.
10.222
Amendment to the Amended and Restated Executive Employment Agreement, dated as of December 15,
2010, between Express Scripts, Inc. and George Paz, incorporated by reference to Exhibit 10.1 to Express
Scripts, Inc.’s Current Report on Form 8-K filed December 21, 2010, File No. 000-20199.
10.232
Form of Amended and Restated Executive Employment Agreement entered into between Express Scripts,
Inc. and certain key executives (including all of Express Scripts, Inc.’s named executive officers other
than Mr. Paz), incorporated by reference to Exhibit 10.2 to Express Scripts, Inc.’s Current Report on
Form 8-K filed October 31, 2008, File No. 000-20199.
10.24
Form of Indemnification Agreement entered into between Express Scripts, Inc. and each member of its
Board of Directors, and between Express Scripts, Inc. and certain key executives (including all of Express
Scripts Holding Company’s named executive officers), incorporated by reference to Exhibit 10.1 to
Express Scripts, Inc.’s Current Report on Form 8-K filed December 29, 2006, File No. 000-20199.
10.25
Credit Agreement, dated as of August 29, 2011, among Express Scripts, Inc., Express Scripts Holding
Company (formerly Aristotle Holding, Inc.), Credit Suisse AG, Cayman Islands Branch, as administrative
agent, Citibank, N.A., as syndication agent, and the other lenders and agents named therein, incorporated
by reference to Exhibit 10.1 to Express Scripts, Inc.’s Current Report on Form 8-K filed August 30, 2011,
File No. 000-20199.
11
Statement regarding computation of earnings per share (See Note 1 to the audited consolidated financial
statements).
12.1
Statement regarding computation of ratio of earnings to fixed charges.
21.1
Subsidiaries of Express Scripts Holding Company.
23.1
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
31.1
Certification by George Paz, as Chairman, President and Chief Executive Officer of Express Scripts
Holding Company, pursuant to Exchange Act Rule 13a-14(a).
31.2
Certification by Jeffrey Hall, as Executive Vice President and Chief Financial Officer of Express Scripts