SXC HEALTH SOLUTIONS, INC. DEFERRED COMPENSATION PLAN

SXC HEALTH SOLUTIONS, INC.

DEFERRED COMPENSATION PLAN

(Effective January 1, 2009)

SXC HEALTH SOLUTIONS, INC.
DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

SXC HEALTH SOLUTIONS, INC.

DEFERRED COMPENSATION PLAN

(Effective January 1, 2009)

ARTICLE I

Establishment and Purpose

     1.1 Establishment . SXC Health Solutions, Inc. (“Company”) hereby establishes the SXC Health Solutions, Inc. Deferred Compensation Plan (“Plan”) effective January 1, 2009.

     1.2. Purpose . The Plan is hereby established primarily for the purpose of providing deferred compensation benefits to select management level and/or highly compensated employees of the Company or an Affiliate. The Plan is intended to be an unfunded “top-hat” plan which is exempt from most of the requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”).

     1.3 Interpretation . It is the intention of the Company that each and every provision of this Plan shall be construed and interpreted for all purposes as being in compliance with all of the requirements set forth in Section 409A of the Code and the Treasury regulations issued thereunder; if there is any conflict between any of the provisions of this Plan and any of the requirements set forth in Section 409A of the Code and/or the Treasury regulations issued thereunder, the requirements set forth in Section 409A of the Code and/or the Treasury regulations issued thereunder, as the case may be, shall be controlling.

ARTICLE II

Definitions

     The following Sections of this Article II provide definitions of terms used throughout this Plan, and whenever used herein in a capitalized form, except as otherwise expressly provided, the terms shall be deemed to have the following meanings:

     2.1 “ Accounts ” means the bookkeeping records established and maintained on behalf of each Participant under the Plan, including his Elective Deferral Account and Employer Award Account, if any.

     2.2 “ Affiliate ” means (a) each other corporation, if any, which is a member of the same “controlled group of corporations” (as such term is defined in Section 1563(a) of the Code) as the Company, provided that in applying Code Section 1563(a)(1), (a)(2), and (a)(3) for purposes of determining whether a corporation is a member of the same “controlled group of corporations” with the Company under Code Section 414(b), the language “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears, and (b) each other trade or business (whether or not incorporated), if any, which is under “common control” (as such term is

described in Section 414(c) of the Code) with the Company, provided that in applying Treasury regulation §1.414(c)-2 for purposes of determining whether a trade or business is under “common control” with the Company for purposes of Code Section 414(c), the language “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears in Treasury regulation §1.414(c)-2.

     2.3 “ Beneficiary ” means any person (including any trust, estate or other entity) designated by a Participant in accordance with Section 6.7 to receive any benefit payable under the Plan in the event of such Participant’s death.

     2.4 “ Board of Directors ” or “ Board ” means the board of directors of the Company.

     2.5 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

     2.6 “ Company ” means SXC Health Solutions, Inc. or any successor corporation, partnership or other entity to the Company by merger, consolidation, purchase or otherwise.

     2.7 “ Disabled ” means that a Participant (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (b) is, by reason on any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan maintained by the Company. For the purposes of this Plan, a Participant shall not be considered as “Disabled” if the mental or physical condition of the Participant is the result of a willfully self-inflicted injury or self-induced sickness, or is the result of an injury or disease contracted, suffered or incurred by the Participant while participating in a criminal enterprise. Subject to the provisions of Code Section 409A and the Treasury regulations issued thereunder, any determination of whether a Participant is “Disabled” shall be made by the Committee, in its sole discretion, based upon medical evidence from a physician selected by the Committee for that purpose.

     2.8 “ Early Retirement Date ” means the date a Participant has attained 55 years of age and completed at least ten (10) Years of Service.

     2.9 “ Elective Deferral ” means an amount, if any, elected by the Participant pursuant to Section 4.1.

     2.10 “ Elective Deferral Account ” means the bookkeeping record established and maintained on behalf of each Participant to record Elective Deferrals, Investment Earnings and other amounts credited to or charged against the Participant, pursuant to the terms of the Plan.

     2.11 “ Employee ” means any person who is a common law employee of the Company or an Affiliate.

     2.12 “ Employer Award ” means an annual award, if any, determined and granted by the Plan Committee pursuant to Section 4.3

     2.13 “ Employer Award Account ” means the bookkeeping record established and maintained on behalf of each Participant to record Employer Awards, Investment Earnings and other amounts credited to or charged against the Participant, pursuant to the terms of the Plan.

     2.14 “ Investment Earnings ” means the amounts credited to a Participant’s Accounts from time to time pursuant to Section 5.4.

     2.15 “ Normal Retirement Date ” means the date a Participant reaches sixty-five (65) years of age.

     2.16 “ Participant ” means any Employee who is participating in the Plan as provided in Article III, or any former Employee for whom an Elective Deferral Account or Employer Award Account is still maintained under the Plan.

     2.17 “ Performance-Based Compensation ” means compensation the amount of which, or the entitlement to which, is contingent on the satisfaction of preestablished organizational or individual performance criteria that relate to a Performance Period. Performance criteria are considered preestablished if established in writing, not later than ninety (90) days after the commencement of the Performance Period provided that the outcome is substantially uncertain at the time the criteria are established. Performance-Based Compensation may include payments based on performance criteria that are not approved by the compensation committee of the Board of Directors or by the stockholders of the Company. Performance-Based Compensation does not include, however, any amount (or portion of any amount) that will be paid either (a) regardless of performance, or (b) based upon a level of performance that is substantially certain to be met at the time the criteria are established. Notwithstanding the foregoing, compensation that is intended to qualify as Performance-Based Compensation shall adhere to the requirements of Treasury regulation §1.409A-1(e).

     2.18 “ Performance Period ” means a period of at least twelve (12) consecutive months.

     2.19 “ Plan Committee ” means the person or persons appointed by the Board to administer the Plan pursuant to Section 7.1.

     2.20 “ Plan Year ” means the calendar year.

     2.21 “ Separation from Service ” means the date a Participant ceases to be an Employee of the Company or an Affiliate. Notwithstanding the preceding sentence, a Participant must incur a “separation from service” as that term is defined in Section 409A of the Code and the Treasury regulations issued thereunder, to be treated as having incurred a Separation from Service under this Plan. Hence, a Participant shall not be treated as having incurred a Separation from Service in the case of any departure or change in employment status if the Company (or an Affiliate) and the Participant anticipate that the Participant will continue to provide services to the Company or an Affiliate (as an employee or independent contractor) at a level in excess of 20% of the level of services being provided by the Participant prior to such departure or change in status, as measured over the past three (3) years (or shorter period of actual employment.) Further, a Participant who becomes an independent contractor to the Company or an Affiliate and who does not incur a Separation from Service upon becoming an independent contractor, shall not be treated as incurring a Separation from Service until the contractor relationship is completely terminated with no expectation by the Company (or an Affiliate) and the Participant of any further service relationship.

     2.22 “ Specified Employee ” means an Employee who, as of the date of such Employee’s Separation from Service, is a “key employee” of the Company or an Affiliate. An Employee is a “key employee” if such Employee satisfies the requirements of Code Section 416(i)(1)(A)(i), (ii), and (iii) (applied in accordance with the Treasury regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the twelve (12) month period ending on the Specified Employee Identification Date. In the event an Employee is deemed a “key employee” on the Specified Employee Identification Date, he shall be treated as a Specified Employee for purposes of the Plan (and Treasury regulations §1.409A-1(i)) for the entire twelve (12) month period beginning on the Specified Employee Effective Date. For purposes of identifying a “Specified Employee” by applying the requirements of Code Section 416(i)(1)(A)(i), (ii) and (iii), the definition of “compensation” under Treasury regulation §1.415(c)-2(a) shall be used, applied as if the Employer were not using the safe harbor provided in Treasury regulation §1.415(c)-2(d), were not using any special timing rules provided in Treasury regulation §1.415(c)-2(e), and were not using any of the special rules provided in Treasury regulations §1.415(c)-2(g).

     2.23 “ Specified Employee Effective Date ” means the first day of the fourth month following the Specified Employee Identification Date.

     2.24 “ Specified Employee Identification Date ” means December 31.

     2.25 “ Spouse ” means the person who is living and married to the Participant as of any relevant date, within the meaning of the laws of the State of the Participant’s residence or as evidenced by a valid marriage certificate or other proof acceptable to the Committee. A former spouse who is divorced from the Participant as of the date of the Participant’s death may be treated as the spouse for purposes of determining the recipient of a death benefit under the Plan if such treatment is required by a “qualified domestic relations order” within the meaning of Section 206(d)(3)(B)(i) of ERISA.

     2.26 “ Termination and Liquidation of the Plan ” shall mean one or more the following events that permits the Company to accelerate the time and form of a payment of a distribution under the Plan:

     (a) the Company’s termination and liquidation of the Plan within twelve (12) months of a corporate dissolution which is taxed under Code Section 331, or the approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Participants’ gross incomes (1) the later of (a) the calendar year in which the Plan termination and liquidation occurs, or (b) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture, or, if earlier, (2) the taxable year in which the amount is actually or constructively received;

     (b) the Company’s termination and liquidation of the Plan pursuant to irrevocable action taken by the Company within the thirty (30) days preceding or twelve (12) months following a Change in Control event, provided that this paragraph will only apply to a payment under the Plan if all agreements, programs, and other arrangements sponsored by

the Company immediately after the time of the Change in Control event with respect to which deferrals of compensation are treated as having been deferred under a single plan under Treasury regulation §1.409A-1(c)(2) are terminated and liquidated with respect to each Participant that experienced the Change in Control event, so that under the terms of the termination and liquidation all such Participants are required to receive all amounts of compensation deferred under the terminated agreements, programs, and other arrangements within twelve (12) months of the date the Company irrevocably takes all necessary action to terminate and liquidate the agreements, programs, and other arrangements; or

     (c) the Company’s termination and liquidation of the Plan, provided that (1) the termination and liquidation does not occur proximate to a downturn in the financial health of the Company, (2) the Company terminates and liquidates all agreements, programs, and other arrangements sponsored by the Company that would be aggregated with any terminated and liquidated agreements, programs, and other arrangements under Treasury regulation §1.409A-1(c) if the same Participant had deferrals of compensation under all of the agreements, programs, and other arrangements that are terminated and liquidated, (3) no payments in liquidation of the Plan are made within twelve (12) months of the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan other than payments that would be payable under the terms of the Plan if the action to terminate and liquidate the Plan had not occurred, (4) all payments are made within twenty-four (24) months of the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan, and (5) the Company does not adopt a new plan that would be aggregated with any terminated and liquidated Plan under Treasury regulation §1.409A-1(c) if the same Participant participated in both plans, at any time within three (3) years following the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan.

     (d) For purposes of this Section 2.26, “Change in Control” means the occurrence of one or more of the following events (a) a “Change in the Ownership of the Company,” as defined in Treasury regulation §1.409A-3(i)(5)(v), (b) a “Change in Effective Control of the Company,” as defined in Treasury regulation §1.409A-3(i)(5)(vi), or (c) a “Change in the Ownership of a Substantial Portion of the Assets of the Company,” as defined in Treasury regulation §1.409A-3(i)(5)(vii), provided that in applying Treasury regulation §1.409A-3(i)(5)(vii) for purposes of determining whether a “Change in the Ownership of a Substantial Portion of the Assets of the Company” has occurred, the language “more than 70 percent” shall be used instead of “equal to or more than 40 percent” where it appears. The Plan Committee shall certify whether an event is a “Change in Control,” provided, however, such certification must be strictly ministerial and not involve any discretionary authority. The occurrence of a “Change in Control” event must be objectively determinable.

     2.27 “ Trustee ” means the trustee of any trust created in accordance with the provisions of Section 7.9.

     2.28 “ Unforeseeable Financial Emergency ” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s Spouse, or a dependent of the Participant (as defined under Code Section 152(a)), loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant; provided, however, that (a) the existence of such qualifying emergency and hardship shall be determined by the Plan Committee in his sole and absolute discretion, and (b) the amount that may be distributed with respect to such an emergency may not exceed the amount necessary to satisfy such emergency plus the amount necessary to pay Federal, State, local and foreign income taxes and penalties reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or by cessation of elective deferrals hereunder.

     2.29 “ Valuation Date ” means each business day of the Plan Year.

     2.30 “ Years of Service ” means the sum of a Participant’s twelve (12) consecutive month period of employment with the Company or an Affiliate.

ARTICLE III

Participation

     3.1 Eligibility . The Plan Committee shall designate the Employees of the Company or an Affiliate who shall be eligible to participate in the Plan. Eligible Employees shall become Participants on the later of the date (a) designated by the Plan Committee, or (b) such eligible Employee files his first deferral election (as described in Section 4.1). The Plan Committee shall limit eligibility so that the Plan primarily covers a select group of management level and/or highly compensated employees.

     3.2 Duration of Participation . A Participant shall cease to be a Participant on the date the balance of his Accounts is reduced to zero.

     3.3 Reemployment . The reemployment of a former Participant by the Company or an Affiliate shall not entitle such individual to become a Participant hereunder. Such individual shall not become a Participant until the individual is again designated as such in accordance with Section 3.1.

ARTICLE IV

Elective Deferrals and Employer Awards

     4.1 Elective Deferrals . Each Participant may elect to defer all or a portion of his base salary, commissions and/or annual incentive compensation for any Plan Year. Except as otherwise set forth in this Section 4.1 or 4.2 below, each election hereunder shall (a) be made prior to the first day of the Plan Year in which the compensation will be earned, (b) specify the amount to be deferred, either as a fixed dollar amount or as a percentage (as may be limited by the Plan

Committee from time to time), and (c) be irrevocable. A Participant who enters the Plan during a Plan Year may only defer salary, commissions and/or annual incentive compensation that is earned after his Plan entry date. Such a Participant must make his initial deferral election within thirty (30) days after his Plan entry date, and such election will only apply to salary, commissions and/or annual incentive compensation that is earned after the date such election is filed with and processed by the Plan Committee.

     Each Participant may elect to defer all or a portion of his annual incentive compensation that qualifies as Performance-Based Compensation on or before the date that is six (6) months before the end of a Performance Period. To qualify for this deferral election, the Participant must perform continual services from the later of (a) the beginning of the Performance Period, or (b) the date the performance criteria are established, through the date a deferral election is made. In addition, in no event may an election to defer Performance-Based Compensation be made after a Participant’s annual incentive compensation has become readily ascertainable.

     Amounts deferred from salary, commissions and annual incentive compensation shall be Elective Deferrals hereunder. All Elective Deferrals shall be credited to the Participant’s Elective Deferral Account as soon as administratively practicable after such amounts are withheld from the Participant’s compensation, in accordance with Section 5.2.

     4.2 Termination or Cessation of Elective Deferrals .

          (a) Termination . If a participant incurs a Separation from Service during a Plan Year for any reason (including death), no further Elective Deferrals shall be deducted from the Participant’s compensation and cred