2008 Proxy Statement

Cover
Notice of Annual Meeting of Stockholders
Table of Contents
PROXY STATEMENT
Stockholders Entitled to Vote; Outstanding Shares; Quorum
How to Vote
Revoking Your Proxy
General Information on Voting
Vote Required
Voting by Participants in the Paychex Employee Stock Ownership Plan Stock Fund
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PROPOSAL 1 ELECTION OF DIRECTORS FOR A ONE-YEAR TERM
DIRECTOR COMPENSATION FOR THE FISCAL YEAR ENDED MAY 31, 2008
Cash Compensation
Equity-Based Compensation
Deferred Compensation Plan for Directors
Benefits
Stock Ownership Guidelines
Fiscal 2008 Director Compensation
PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Fees For Professional Services
Audit Committee Policy on Pre-Approval of Services of Independent Accountants
REPORT OF THE AUDIT COMMITTEE
CORPORATE GOVERNANCE
Information About the Board of Directors and Corporate Governance
Board of Directors Committees
Nomination Process
Policy on Transactions with Related Persons
Communications with the Board of Directors
Governance and Compensation Committee Interlocks and Insider Participation
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
CODE OF BUSINESS ETHICS AND CONDUCT
COMPENSATION DISCUSSION AND ANALYSIS
Objectives of Compensation Program
Role Of Governance and Compensation Committee
Elements of Compensation
Annual Base Salary
Annual Officer Performance Incentive Program
Equity Compensation
CEO Compensation
Stock Ownership Guidelines
Non-Compete and Other Forfeiture Provisions
Perquisites
Deferred Compensation
Compensation Received In Fiscal 2008
Subsequent Events
Impact of the Internal Revenue Code
THE GOVERNANCE AND COMPENSATION COMMITTEE REPORT
NAMED EXECUTIVE OFFICER COMPENSATION
FISCAL 2008 SUMMARY COMPENSATION TABLE
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2008
OUTSTANDING EQUITY AWARDS AS OF MAY 31, 2008
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2008
NON-QUALIFIED DEFERRED COMPENSATION FISCAL 2008
CHANGE OF CONTROL AND SEVERANCE ARRANGEMENT FISCAL 2008
OTHER MATTERS AND INFORMATION