CEO INCENTIVE PROGRAM ? FISCAL 2010

All Chief Executive Officers (CEOs).

Incentive is equal to 125% of base salary at 100% achievement of performance criteria. A maximum incentive of 200% of base salary can be achieved.

Appendix A details the schedule of incentive attainment and plan goals based on actual performance versus plan performance. The plan performance is based on the financial plan approved by the Board of Directors at the July 2009 Board Meeting.

Incentive payment for fiscal year 2010 will be made in July 2010 following approval by the Board of Directors. The CEO must be active in their role and a Paychex employee at the end of the applicable fiscal year to be eligible for the annual bonus, except as noted under the Partial Year section below.

CEOs appointed during the fiscal year will be eligible for a bonus awa