SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.     )

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PAREXEL International Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement)

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200 West Street, Waltham, Massachusetts 02451

Telephone: 781-487-9900

Fax: 781-487-0525

October 31, 2008

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of PAREXEL International Corporation (the “Company”) to be held at 2:30 p.m., Eastern Standard Time, Thursday, December 11, 2008, at the Doubletree Guest Suites Hotel located at 550 Winter Street, Waltham, Massachusetts 02451.

This year you are being asked to:

•  re-elect two existing directors;

•  ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2009; and

•  act upon such other business as may properly come before the annual meeting or any adjournment or postponement of the meeting.

These matters are more fully described in the accompanying Notice of Annual Meeting and Proxy Statement.

Our Board of Directors urges you to read the accompanying Proxy Statement and recommends that you vote “FOR” all of the director nominees and the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm.

Our Board of Directors appreciates and encourages shareholder participation in the Company’s affairs. Whether or not you plan to attend the meeting, it is important that your shares be represented. Accordingly, we request that you sign, date and mail the enclosed proxy card in the envelope provided at your earliest convenience.

Thank you for your cooperation.

Very truly yours,

Josef H. von Rickenbach
Chairman of the Board and Chief Executive Officer

TABLE OF CONTENTS

200 West Street, Waltham, Massachusetts 02451

Telephone: 781-487-9900

Fax: 781-487-0525

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held On December 11, 2008

To the Shareholders of PAREXEL International Corporation:

Notice is hereby given that the Annual Meeting of Shareholders of PAREXEL International Corporation, a Massachusetts corporation, will be held at 2:30 p.m., Eastern Standard Time, on Thursday, December 11, 2008, at the Doubletree Guest Suites Hotel located at 550 Winter Street, Waltham, Massachusetts 02451, to consider and vote upon the following matters:

1.	To elect two Class I Directors to our Board of Directors, to serve for a three-year term continuing until the annual meeting of shareholders in 2011 and until their successors are elected and qualified;
2.	To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2009; and
3.	To transact such other business as may properly come before the meeting or any postponements or adjournments thereof.

The above items of business are more fully described in the Proxy Statement accompanying this Notice. At this time, our Board of Directors has no knowledge of any other business to be transacted at the Annual Meeting or at any adjournment thereof.

Only shareholders of record at the close of business on October 17, 2008 are entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. All shareholders are cordially invited to attend the Annual Meeting in person. To ensure your representation at the Annual Meeting, however, you are urged to sign and return the enclosed proxy card as promptly as possible in the enclosed postage-prepaid envelope, or, if your shares are held in “street name,” vote your shares as promptly as possible pursuant to the instructions provided to you by your broker or other nominee. You may revoke your proxy in the manner described in the accompanying Proxy Statement at any time before it has been voted at the Annual Meeting.

By Order of the Board of Directors,

Douglas A. Batt
Senior Vice President, General Counsel and Secretary

Waltham, Massachusetts

October 31, 2008

PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS

on December 11, 2008

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of PAREXEL International Corporation for use at the Annual Meeting of Shareholders to be held on December 11, 2008 beginning at 2:30 p.m., local time, at The Doubletree Guest Suites Hotel located at 550 Winter Street, Waltham, Massachusetts, and at any adjournment or postponement of that meeting. On or about October 31, 2008, we are mailing these proxy materials together with an Annual Report, which includes our annual report on Form 10-K for the fiscal year ended June 30, 2008, or fiscal year 2008, and other information required by the rules of the Securities and Exchange Commission.

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Shareholders to Be Held on December 11, 2008

This Proxy Statement and our 2008 Annual Report are available for viewing, printing and downloading at www.edocumentview.com/prxl.

You may request a copy of the materials relating to our Annual Meeting, including the Proxy Statement and form of proxy for our 2008 Annual Meeting and the 2008 Annual Report, by sending an email to our Investor Relations department at jill.baker@parexel.com or by calling 781-434-4118.

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

What is the purpose of the Annual Meeting?

The Annual Meeting of Shareholders of PAREXEL International Corporation, or the Annual Meeting, will be held on Thursday, December 11, 2008, at 2:30 P.M. Eastern Time, at the Doubletree Guest Suites Hotel located at 550 Winter Street, Waltham, Massachusetts. At this meeting, shareholders will be asked to re-elect two existing directors and ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2009. When used in this Proxy Statement, the terms “we,” “us,” “our” and “the Company” mean PAREXEL International Corporation and its divisions and subsidiaries.

Where may I get directions to the location of the Annual Meeting?

Directions to the Doubletree Guest Suites Hotel located at 550 Winter Street, Waltham, Massachusetts are available on the internet at “http://doubletree1.hilton.com/en_US/dt/hotel/BOSOWDT-Doubletree-Guest-Suites-Boston-Waltham-Massachusetts/directions.do”.

Who is entitled to attend and vote at the Annual Meeting?

Shareholders of record at the close of business on October 17, 2008, are entitled to attend and vote at the meeting. Each share of our common stock is entitled to one vote. The proxy card provided with this proxy statement indicates the number of shares of our common stock that you own and are entitled to vote.

What do I need to bring to the Annual Meeting?

If your shares are registered in your name, you should bring proper identification to the meeting. If your shares are held in the name of a broker, trust, bank or another nominee, you will need to bring a proxy or letter from that broker, trust, bank or other nominee giving you the right to vote your shares, along with proper identification.

What constitutes a quorum at the meeting?

The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of our common stock outstanding on October 17, 2008, the record date, will constitute a quorum for purposes of the Annual Meeting. As of October 17, 2008, 57,907,206 shares of PAREXEL International common stock were outstanding, with each share entitled to one vote. For purposes of determining whether a quorum exists, proxies received but marked “withhold” or “abstain” and “broker non-votes” (described below) will be counted.

How do I vote by proxy if I am a shareholder of record?

Your vote is very important. Whether or not you plan to attend the meeting, we urge you to complete, sign and date the enclosed proxy card and return it in the envelope provided. No postage is required if your proxy card is mailed in the United States. If you properly fill in your proxy card and our transfer agent receives it in time to vote at the meeting, your “proxy” (one of the individuals named on your proxy card) will vote your shares as you have directed. If you sign the proxy card but do not make specific choices, your proxy will vote your shares as recommended by the Board, as follows:

(1)	FOR the re-election of each of the two existing director nominees; and
(2)	FOR the ratification of the selection of Ernst & Young LLP as our independent auditors for the fiscal year ending June 30, 2009.

If any other matter is properly presented at the meeting or if the meeting is to be postponed or adjourned, your proxy will vote your shares in accordance with his best judgment. At present, the Board knows of no other business that is intended to be brought before or acted upon at this Annual Meeting.

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If you plan to attend the Annual Meeting and vote in person, we will give you a ballot or a new proxy card when you arrive.

Please also bring proper identification to the Annual Meeting.

How do I vote if my shares are held by my broker or other nominee?

If your shares are held by your broker or other nominee in “street name,” you will need to instruct your broker or other nominee (in the method required by your broker or other nominee) how to vote your shares.

If your shares are held in the name of your broker or other nominee, you must bring an account statement or letter from the broker or other nominee indicating that you were the beneficial owner of the shares on October 17, 2008, the record date for voting and giving you the right to vote your shares. Please also bring proper identification to the Annual Meeting.

What discretion does my broker have to vote my shares held in “street name”?

At this time, NASDAQ rules allow your broker to vote your shares with respect to the election of directors and the ratification of the selection of our independent auditors, even if it does not receive instructions from you, so long as it holds your shares in its name.

Can I change my vote or revoke my proxy?

Yes. You may change your vote or revoke your proxy at any time before the proxy is exercised at the Annual Meeting. If you are a shareholder of record, to change your vote, you may:

•  mail a written notice “revoking” your earlier proxy to our transfer agent, Computershare Investor Services, P.O. Box 43078, Providence, Rhode Island 02940-3078;

•  submit to our transfer agent a properly completed and signed proxy card with a later date; or

•  vote in person at the Annual Meeting.

The last dated proxy or vote cast will be counted.

If your shares are held in street name, you must follow the instructions provided by your broker or other nominee to change your vote.

Who is our transfer agent?

Our transfer agent is Computershare Investor Services. Representatives of Computershare Investor Services will tabulate the votes and act as inspectors of election at the Annual Meeting.

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What vote is required to approve each proposal?

(1) For the Election of Directors.  With respect to Proposal 1, the two nominees for director receiving the most votes from those shares present or represented at the Annual Meeting will be elected. If you do not vote for a particular nominee, or you withhold authority for one or all nominees, your vote will be counted for purposes of determining whether there is a quorum, but will not count either “for” or “against” the nominee.

(2) For All Other Matters.  For the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2009, the affirmative vote of a majority of shares present or represented and voting on such proposal is required for approval. At present, the Board knows of no matters other than these to be presented for shareholder action at the Annual Meeting. A properly executed proxy marked “abstain” with respect to this matter will not be voted “for” or “against” the proposal(s), but will be counted for purposes of determining the number of votes cast. Accordingly, an abstention will have the effect of a negative vote.

How is the Company soliciting proxies?

The cost of solicitation of proxies will be borne by us. In addition to soliciting shareholders by mail through our regular employees, we may request banks, brokers and other custodians, nominees and fiduciaries to solicit their customers who have our common stock registered in the names of a nominee and, if so, will reimburse such banks, brokers and other custodians, nominees and fiduciaries for their reasonable out-of-pocket costs. Solicitation by our officers and employees may also be made of some shareholders in person or by mail, telephone or telegraph following the original solicitation.

PROPOSALS

Proposal 1: Re-Election of Existing Class I Directors.

Currently, our Board of Directors consists of seven directors and is divided into three classes, one class of three directors and two classes of two directors. Each class serves for a period of three years. The classes are arranged so that the terms of the directors in each class expire at successive annual meetings. The terms of our Class I directors expire at this Annual Meeting. Our Board has nominated both of the following incumbent Class I directors to stand for re-election for a term of three years continuing until our 2011 annual meeting and until his or her successor has been elected and qualified: Patrick J. Fortune and Ellen M. Zane.

We know of no reason why either of the nominees would be unable to serve as a director. However, should such a situation arise, the Board may designate a substitute nominee or, alternatively, reduce the number of directors to be elected. If a substitute nominee is selected, the persons named as proxies will vote for that substitute nominee. Any vacancies not filled at the Annual Meeting may be filled by the Board.

Below are the names, ages and certain other information of each member of our Board, including the nominees for re-election as Class I Directors. Information with respect to the number of shares of our common stock

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beneficially owned by each director, directly or indirectly, as of September 30, 2008, appears below under the heading “Security Ownership of Certain Beneficial Owners and Management.”

	Class I Director Nominees (Term Expires 2008)
Patrick J. Fortune Age 61 Director since 1996	Patrick J. Fortune was elected as a Director of the Company in June 1996 and is Chairman of the Human Resources Committee, and a member of the Audit and Finance Committee and the Compensation Committee. Since September 2001, Dr. Fortune has served as a Partner of Boston Millennia Partners II Limited Partnership, a venture capital firm. From September 2001 to June 2005 he served as Executive Chairman of Knowledge Impact Systems, Inc., a software end user training company. From April 1999 to June 2001, he served as President, Chief Operating Officer and a director of New Era of Networks, Inc., an internet software and services company. From October 1995 to March 1999, Dr. Fortune was Vice President, Information Technology and Chief Information Officer of Monsanto Company, an agricultural, pharmaceutical and health products company. From August 1994 to July 1995, Dr. Fortune was President and Chief Operating Officer, Chief Information Officer and a member of the Board of Directors of Coram Healthcare Corporation, a medical therapy services company. From December 1991 to August 1994, Dr. Fortune was Corporate Vice President, Information Management at Bristol-Myers Squibb, a pharmaceutical company. Prior to that, Dr. Fortune was Senior Vice President and General Manager of Packaging Corporation of America, a subsidiary of Tenneco, and held several management positions with Baxter International, Inc., including: Corporate Vice President; President, Parenteral Products Division; Vice President, Research and Development; and Vice President, Information Services. Dr. Fortune currently serves as a Director of CombinatoRx, Incorporated.
Ellen M. Zane Age 57 Director since 2006	Ellen M. Zane was elected as a Director of the Company in July 2006 and is a member of the Compensation Committee. Since January 2004, Ms. Zane has served as President and Chief Executive Officer of Tufts Medical Center, a hospital in Boston, Massachusetts. From May 1994 to January 2004, she served as Network President for Partners Healthcare System, a physician network. Prior to 2004, Ms. Zane served as Chief Executive Officer of Quincy Hospital in Quincy, Massachusetts.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF

BOTH OF THESE NOMINEES FOR DIRECTOR.

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	Class II Director (Term Expires 2009)
Eduard E. Holdener Age 63 Elected January 2008	Dr. Holdener was elected as a Director of the Company in January 2008 and is a member of the Human Resources Committee. Since February 2008, Dr. Holdener has served as Chairman of NovImmune S.A., a biotechnology company. From April 1986 to February 2008, Dr. Holdener worked for F. Hoffmann-LaRoche, Ltd., a pharmaceutical company. During his tenure there he held a variety of positions, including Head of Global Pharmaceutical Development, Development Head for the Japanese division, Deputy Clinical Research Head, and several other management positions.
Richard L. Love Age 65 Director since 2002	Richard L. Love has been a Director since September 2002 and is Chairman of the Compensation Committee and a member of the Nominating and Corporate Governance Committee and the Human Resources Committee. Since January 2007, Mr. Love has served as a partner of Translational Accelerator Venture Fund (TRAC), an investment fund. From January 2003 to January 2007, he served as Chief Operating Officer of Translational Genomics Research Institute (TGen), a medical research organization, and from January 2002 to December 2004, he served as a director of ILEX Oncology, an oncology focused pharmaceutical company. From October 1994 to January 2002, Mr. Love served as President and Chief Executive Officer of ILEX Oncology. From 1991 to 1994, he served as Chief Operating Officer of the Cancer Therapy and Research Center, a cancer treatment center focused on the clinical evaluation of new agents. From 1983 to 1991, Mr. Love served as Chief Executive Officer of Triton Biosciences, Inc., a biotechnology company. Mr. Love currently serves as a director of ImaRx Therapeutics, Inc., MedTrust-Online and Cell Therapeutics, Inc.

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	Class III Directors (Term Expires 2010)
A. Dana Callow, Jr. Age 56 Director since 1986	Dana Callow was elected as a Director of the Company in June 1986 and is the Presiding Director of the Board, Chairman of the Nominating and Corporate Governance Committee, and a member of the Audit and Finance Committee and Human Resources Committee. Since January 1997, Mr. Callow has served as the Managing General Partner of Boston Millennia Partners Limited Partnership and Boston Millennia Partners III Limited Partnership, both venture capital firms. Since 1983, Mr. Callow has also served as a general partner of several Boston Capital Ventures’ Limited Partnerships. He is a member of the Board of Trustees of Tufts University and the Board of Overseers of Tufts University School of Medicine. He is also a member of the Board of the Tuck Center for Private Equity and Entrepreneurship at Dartmouth College and is a Director of Jobs for Massachusetts, a non-profit organization. He is currently a director of PHT Technologies, Inc., and several other private companies.
Christopher J. Lindop Age 50 Director since 2006	Christopher Lindop was elected as a Director of the Company in October 2006 and is Chairman of the Audit and Finance Committee, and a member of the Nominating and Corporate Governance Committee. Since January 2007, Mr. Lindop has served as Chief Financial Officer of Haemonetics Corporation, a global blood processing systems company. From September 2003 to December 2006, he served as Chief Financial Officer of Inverness Medical Innovations, Inc., a major global developer, manufacturer and marketer of medical diagnostic products. From June 2002 to September 2003, he served as an audit partner for Ernst & Young LLP, an accounting firm. From 1991 to June 2002, Mr. Lindop served as an audit partner with the Boston office of Arthur Andersen LLP, an accounting firm.
Josef H. von Rickenbach Age 53 Director since 1983	Josef H. von Rickenbach founded the Company in 1983 and has served as a Director, Chairman of the Board and Chief Executive Officer since 1983 and President since July 2005. He also served as President from 1983 until April 2001. Mr. von Rickenbach has also worked in the past for Schering-Plough, Inc., 3M (East), a division of 3M Company, and ERCO (now ENSECO), Inc., a diversified testing and technical consulting company. He served as Chair of the Association of Clinical Research Organizations (ACRO), a professional industry organization, in 2005. He also serves on the Board of Directors of the New England Healthcare Institute. Mr. von Rickenbach received an M.B.A. from the Harvard University Graduate School of Business Administration and a B.S. in Business Economics from the Lucerne University of Applied Sciences and Arts in Switzerland.

CORPORATE GOVERNANCE

Our Board of Directors has long believed that good corporate governance is important to ensure that we are managed for the long-term benefit of our shareholders. Our Board has continued to review its governance practices

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in light of the Sarbanes-Oxley Act of 2002, SEC rules and regulations and the listing standards of NASDAQ. This proxy statement describes key corporate governance guidelines and practices that we have adopted. Complete copies of the corporate governance guidelines (as reflected in our Board of Directors Charter and Corporate Governance Principles), committee charters and the code of conduct described below are available on our website at http://www.parexel.com under the category “Investors-Corporate Governance Documents.” Alternatively, you can request a copy of any of these documents by writing to us at PAREXEL International Corporation, 200 West Street, Waltham, Massachusetts 02451, Attention: Secretary.

Corporate Governance Guidelines

Our Board has adopted corporate governance principles to assist it in the exercise of its duties and responsibilities and to serve the best interests of us and our shareholders. These guidelines, which provide a framework for the conduct of the Board’s business, include the following:

•  the principal responsibility of the directors is to oversee the management of the Company;

•  a majority of the members of the Board shall be independent directors;

•  the independent directors shall meet regularly in executive session;

•  directors shall have full and free access to management and, as necessary and appropriate, independent advisors;

•  directors who retire from their principal current employment or materially change their current position should offer to tender their resignation to the Board;

•  new directors participate in an orientation program and all directors are expected to participate in continuing director education on an ongoing basis; and

•  at least annually the Board and its committees will conduct a self-evaluation to determine whether they are functioning effectively.

Board Determination of Independence

Under NASDAQ rules, a director of the Company will only qualify as an “independent director” if, in the opinion of our Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Josef von Rickenbach, our Chief Executive Officer, is not “independent.” Our Board has determined that none of Ms. Zane or Messrs. Callow, Fortune, Holdener, Lindop or Love has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under Rule 4200(a)(15) of the NASDAQ rules.

Code of Business Conduct and Ethics

Our Board has adopted a Code of Business Conduct and Ethics. While no code of conduct can replace the thoughtful behavior of an ethical director, officer or employee, we believe the Code of Business Conduct and Ethics, among other things, focuses our Board and management on areas of ethical risk, provides guidance in recognizing and dealing with ethical issues, provides mechanisms to report unethical conduct and generally helps foster a culture of honesty and accountability. Any amendment or waiver of the Code of Business Conduct and Ethics may only be made by our Board. A current copy of the Code of Business Conduct and Ethics is posted on our website, http://www.parexel.com, under the category “Investors-Corporate Governance Documents.” Any future amendments to or waivers from the Code

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of Business Conduct and Ethics that apply to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, and relate to any element of the code of ethics definition enumerated in paragraph (b) of Item 406 of Regulation S-K of the SEC, will be posted on our website. In addition, copies of the Code of Business Conduct and Ethics are available to all shareholders upon request by writing to us at PAREXEL International Corporation, 200 West Street, Waltham, Massachusetts-02451, Attention: Secretary.

Board Meetings and Attendance

Our Board met 17 times during fiscal year 2008. During fiscal year 2008, each director attended at least 75% of the aggregate number of Board meetings and meetings held by all committees on which he or she served.

Director Attendance at Annual Meeting of Shareholders.

Our corporate governance guidelines provide that directors are expected to attend the annual meeting of shareholders. All Directors attended our 2007 annual meeting of shareholders.

Board Committees

Our Board has a standing Audit and Finance Committee, Compensation Committee, Human Resources Committee and Nominating and Corporate Governance Committee. Each committee operates under a charter approved by the Board. Copies of the charters are available on our website, http://www.parexel.com, under the category “Investors — Corporate Governance Documents.” Our Board has determined that all of the members of each of its four standing committees are independent as defined under applicable NASDAQ rules, including, in the case of all members of the Audit and Finance Committee, the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Membership on each committee, as of October 1, 2008, is set forth in the following table:

Board Committee Membership

					Nominating
					and Corporate		Human
	Audit and		Compensation		Governance		Resources
Name	Finance Committee		Committee		Committee		Committee
A. Dana Callow, Jr.		*				+		*
Patrick J. Fortune		*		*				+
Eduard E. Holdener								*
Christopher J. Lindop		+				*
Richard L. Love				+		*		*
Ellen M. Zane				*
Josef H. von Rickenbach

*	Committee Member
+	Committee Chair

  Audit and Finance Committee

The Audit and Finance Committee, which oversees our accounting and financial functions, met 12 times during fiscal year 2008. The Audit and Finance Committee has a written charter, a copy of which is posted on our

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website at http://www.parexel.com under the category “Investors — Corporate Governance Documents.” The Audit and Finance Committee is responsible for assisting our Board’s oversight of:

•  the integrity of our financial statements;

•  our compliance with legal and regulatory requirements;

•  the qualifications and independence of our independent registered public accounting firm; and

•  the performance of our internal audit function and independent registered public accounting firm.

Messrs. Callow and Lindop and Dr. Fortune are the current members of the Audit and Finance Committee, with Mr. Lindop serving as its Chairman. Our Board has determined that Mr. Lindop is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K of the Exchange Act and is independent as defined under applicable NASDAQ rules and as contemplated by Rule 10A-3 of the Exchange Act.

  Compensation Committee

The Compensation Committee of the Board, or the Compensation Committee, which reviews and makes recommendations concerning executive compensation and reviews and approves option grants and administers our stock plans, met seven times during the fiscal year ended June 30, 2008. The Compensation Committee is responsible for:

•  annually reviewing and approving corporate goals and objectives relevant to CEO compensation;

•  determining the Chief Executive Officer’s compensation;

•  reviewing and approving or making recommendations to our Board with respect to the compensation of our other executive officers;

•  overseeing an evaluation of our senior executives;

•  overseeing and administering our equity incentive plans;

•  reviewing director compensation and making reports to the Nominating and Corporate Governance Committee comparing the compensation of the Company’s directors with those at comparable companies;

•  reviewing and discussing annually with management our Compensation Discussion and Analysis, which is included in this Proxy Statement beginning on page 12; and

•  preparing the Compensation Committee Report on Executive Compensation required by SEC rules, which is included in this Proxy Statement on page 22.

The process and procedures followed by our Compensation Committee in considering and determining executive officer compensation are described below under the heading “Compensation Discussion and Analysis”, which begins on page 12.

Ms. Zane, Mr. Love and Dr. Fortune are the current members of the Compensation Committee, with Mr. Love serving as its Chairman.

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Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee of the Board has the following principal duties:

•  identify individuals qualified to serve as members of the Board;

•  nominate the persons for election as directors at the annual meeting of shareholders;

•  review and make recommendations to our Board with respect to director compensation;

•  develop and recommend to the Board a set of corporate governance principles applicable to the Company; and

•  oversee the annual self-evaluation of the Board.

The process and procedures followed by the Nominating and Corporate Governance Committee in identifying and evaluating director candidates are described below under the heading “Director Nomination Process” which begins on page 12.

Messrs. Callow, Lindop and Love are the current members of the Nominating and Corporate Governance Committee, with Mr. Callow serving as its Chairman. The Nominating and Corporate Governance Committee met five times during the fiscal year ended June 30, 2008. Mr. Lindop was appointed to the Nominating and Corporate Governance Committee on May 22, 2008.

Human Resources Committee

The Human Resources Committee of the Board supports and serves as a resource to our management in the development and implementation of human resources principles, including:

•  defining and implementing appropriate human resources principles and philosophy through the Company;

•  reviewing issues and changes in strategic human resources policy;

•  creating an environment that enables our personnel to achieve their full potential and allows the Company to execute on its human resources strategy; and

•  recruiting and assessing senior management.

Messrs. Callow and Love and Drs. Fortune and Holdener are the current members of the Human Resources Committee, with Dr. Fortune serving as its chairman. The Human Resources Committee met four times during the fiscal year ended June 30, 2008. Dr. Holdener was appointed to the Human Resources Committee on May 22, 2008.

Our Board also has a Presiding Director, an independent member who performs the following duties:

•  chairs meetings of the independent directors in executive session;

•  meets with any director not adequately performing his or her duties;

•  facilitates communications between members of the Board and the Chairman of the Board;

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•  works with the Chairman of the Board in the preparation of Board meeting agendas and determining the need for any special meetings; and

•  consults with the Chairman of the Board regarding corporate governance and Board performance.

Mr. Callow is the current Presiding Director of the Board.

Director Nomination Process

The process followed by our Nominating and Corporate Governance Committee to identify and evaluate director candidates includes requests to Board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the Committee and the Board.

In considering whether to recommend any particular candidate for inclusion in the Board’s slate of recommended director nominees, our Nominating and Corporate Governance Committee applies the criteria attached to the Board of Directors Charter and Corporate Governance Principles. These criteria include the candidate’s integrity, business acumen, knowledge of our business and industry, experience, diligence, conflicts of interest and the ability to act in the interests of all shareholders. The Committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. Our Board believes that the backgrounds and qualifications of its directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow it to fulfill its responsibilities.

Shareholders may recommend individuals to our Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials and a statement as to whether the shareholder or group of shareholders making the recommendation has beneficially owned more than 5% of our common stock for at least a year as of the date such recommendation is made, to Nominating and Corporate Governance Committee, c/o Corporate Secretary, PAREXEL International Corporation, 200 West Street, Waltham, Massachusetts 02451. Assuming that appropriate biographical and background material has been provided on a timely basis, the Committee will evaluate shareholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

INFORMATION ABOUT EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

The Compensation Committee (the “Committee”) is responsible for establishing compensation policies with respect to the Company’s executive officers, including the Chief Executive Officer and other named executive officers. The Committee makes compensation decisions relating to the named executive officers and informs our Board regarding such decisions.

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The Committee is also responsible for preparing an assessment of the Board of Director’s compensation. This assessment is then reviewed by the Nominating and Governance Committee, which, in turn, recommends changes in Board Compensation to the full Board of Directors. The full Board of Directors must approve any actual changes in Board compensation.

Overview of Compensation Program and Philosophy

The Committee seeks to achieve the following broad goals in connection with our executive compensation programs and decisions regarding individual compensation:

•  attract, retain and motivate the best possible executive talent;

•  ensure executive compensation is aligned with our corporate strategies and business objectives, including short-term operating goals and longer-term strategic objectives;

•  promote the achievement of key strategic and financial performance measures by linking short- and long-term cash and equity incentives to the achievement of measurable corporate and personal performance goals;

•  encourage cooperation among executives within and between different business units; and

•  align executives’ incentives with the creation of shareholder value.

To achieve these objectives, the Committee evaluates the Company’s executive compensation program with the goal of setting compensation at levels the Committee believes are competitive with those of other companies in our industry that compete with us for executive talent. In addition, through a management incentive plan, our executive compensation program ties a substantial portion of each executive’s overall compensation to key strategic, financial and operational goals as measured by metrics such as backlog, earnings per share and business operating margin, or BOM. Additionally, compensation of executives is tied to the completion of specific identified personal goals. We also provide a portion of our executive compensation in the form of stock option and/or restricted stock grants that vest over time or as a result of corporate performance, which we believe helps to retain our executives and aligns their interests with those of our shareholders by allowing them to participate in the longer term success of our company as reflected in stock price appreciation.

How Executive Compensation is Determined

The Committee is responsible for reviewing, setting and approving the compensation of our named executive officers. Information about the Committee and its composition and responsibilities can be found on page 10 of this proxy statement under the heading “Compensation Committee”.

Market Referencing Against Peer Groups.  The Committee uses market considerations in making its compensation decisions by benchmarking our executive compensation against compensation paid to executives in comparable roles at peer companies. In connection with its compensation determinations for fiscal 2008, the Committee engaged Pearl Meyer & Partners (“Pearl Meyer & Partners” or the “Consultant”), an executive compensation consulting firm, to collect and analyze compensation information from peer group companies and to help establish benchmarks. As part of

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the engagement, the Consultant provided to the Committee a review of the peer groups utilized for benchmarking, a competitive assessment of executive compensation (including the named executive officers) and a review of Board of Directors compensation. In addition, the Consultant attends some Committee meetings where executive compensation decisions are to be made in order to provide timely feedback on questions and decisions before the Committee.

For fiscal year 2008, the Committee established two peer groups for its compensation comparisons, one of which included public companies in our service market, which we refer to as our Industry Peer Group, and the other of which included public companies that are representative of pharmaceutical and life science companies comparable in size, based on revenue and market capitalization, which we refer to as our Life Science Peer Group. The companies in our respective peer groups were:

Industry Peer Group	Pharmaceutical/Life Sciences Peer Group
Charles River Laboratories International, Inc. Covance Inc. Inventiv Health Inc. Kendle International Inc. Pharmaceutical Product Development Inc. PharmaNet Development Group Inc. PRA International	Affymetrix Inc. Applera Corp-Applied Biosystems Bio-Rad Laboratories Inc. Cambrex Corp. Covance Inc. Haemonetics Corp.	Idexx Labs Inc. Invitrogen Corp Millipore Corp. PerkinElmer Inc. Pharmaceutical  Product Development Inc. Varian Inc.

The Committee, with the assistance of Pearl Meyer & Partners, also reviewed industry specific and non-industry specific executive compensation survey data for comparably-sized companies. All elements of compensation were benchmarked against both peer groups and the survey data.

We do not target any specific market position in establishing compensation but generally aim to have a compensation program that is consistent with the market median, as determined by all of the collected market information. We also consider the performance of PAREXEL with respect to comparative historical profit growth and shareholder return. Salary and target performance bonus amounts are set near the median of the peer groups. Equity awards and other long term incentive compensation are intended to be set at a percentile of the peer groups which takes into account the Company’s financial performance relative to that of the companies’ in the peer groups. These are overall guidelines, and variations to these general targets may occur after considering a number of factors, including the individual executive’s past performance, tenure with the Company, experience, and the contributions and criticality to the Company.

CEO and Compensation Committee Judgment.  Our total compensation program not only operates based on the application of market referencing, but also through the judgment of the Committee and our Chief Executive Officer. We do not employ a purely formulaic approach to our compensation decisions. There are individual and corporate performance and responsibility factors and executive retention considerations that permit discretion to increase or decrease compensation based on those considerations.

In making its compensation determinations, the Committee reviews the total of all elements of compensation for each of our executive officers. In addition, the Committee considers the economic value as well as the retention value of prior equity grants received by our named executives in determining current and future compensation, and

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considers each executive’s compensation compared to the compensation of other executives and other employees generally. In determining the reasonableness of our executives’ total compensation, the Committee reviews not only corporate, business unit and personal performance compared to targets, but also the nature of each element of compensation provided, including salary, bonus, long-term incentive compensation as well as the executive’s severance and change of control arrangements.

In addition, while the Committee is solely responsible for approving the targets and awards, the Committee solicits input from our Chief Executive Officer in setting the targets, evaluating the performance, and recommending appropriate salary and incentive awards, of each executive officer (other than him). The Chief Executive Officer participates in Committee meetings, at the request of the Committee, in order to provide background information and explanations supporting his recommendations.

Typically, at the beginning of each fiscal year, the Committee evaluates actual individual, business unit and corporate performance against the goals for the recently completed year. The Chief Executive Officer prepares evaluations of the other executives and recommends annual executive salary increases, management incentive bonuses and equity awards, if any, which are then reviewed and considered by the Committee. In the case of the Chief Executive Officer, the Committee conducts his individual performance evaluation and determines his compensation changes and awards. In the past, annual base salary increases, annual stock option awards and annual bonuses, to the extent granted, were implemented based on their anniversary date with the Company. As of fiscal year 2009, the evaluation and timing of executive reviews and salary increases are aligned with a new annual review process that takes place at the same time each year, regardless of an executive’s start date. This better supports comparative analysis of executive compensation within the Company.

Elements of our Executive Compensation Program

Overview of Compensation. Our executive compensation program generally consists of the following elements:

•  base salary;

•  annual incentive cash bonuses;

•  equity awards;

•  health care and life insurance and other employee benefits; and

•  severance and change in control provisions.

Using these five elements of compensation, we believe we are able to remain competitive with our peers while ensuring that our executives are appropriately incentivized to deliver short-term results while creating long-term shareholder value.

We do not have any formal or informal policy or target for allocating compensation between long-term and short-term compensation, between cash and non-cash compensation or among the different forms of non-cash compensation. Instead, the Committee makes a judgment about what it believes to be the appropriate level and mix of the various compensation elements. As discussed below, equity-based compensation is converted to a dollar basis using accepted methods such as Black-Scholes and to be consistent with reporting under SFAS 123(R).

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Base Salary. Base salary is used to recognize the experience, skills, knowledge and responsibilities required of all of our executives. When establishing base salaries, the Committee considers compensation of executives in our Peer Groups, other available compensation survey data, as well as a variety of other factors, including the seniority of the individual, historic salary levels of the executive, the nature of the individual’s responsibilities, the base salary of the individual at his or her prior place of employment if applicable, and the availability of well-qualified candidates to assume the individual’s role. To the extent determined to be appropriate, the Committee also considers general economic conditions, the Company’s financial performance and each individual’s performance.

Base salaries are reviewed at least annually by the Committee. In establishing the salaries for each of the executive officers for fiscal 2008, the Committee reviewed all the preceding criteria to the extent applicable, including market median base salaries. Mr. von Rickenbach’s base salary was increased for fiscal year 2008 by 10%. This reflects the continued improvement of total shareholder return over the past two years and an effort to better align his base salary with competitive practices in the industry. Dr. Goldberg’s salary was increased approximately 14% in order to bring his base up to the market practices for position. The other named executives received increases of 3% — 4% which is similar to general increase for all other employees of the Company.

Cash Bonuses under Management Incentive Plan. Executive officers are eligible to receive cash bonuses under our Management Incentive Plan (MIP). The plan is intended to focus our executives and other employee participants on the accomplishment of organizational goals and specific individual performance objectives identified as critical to our success. Amounts payable under the plan are calculated as a percentage of the applicable executive’s base salary at the end of the fiscal year. The Committee establishes each executive’s percentage during the first quarter of the fiscal year based on the executive’s roles and responsibilities, the market information provided by Pearl Meyer, the seniority of the executive, the executive’s target percentage in prior years, the executive total compensation and the executive’s performance. At the same time, the Committee sets the corporate, business unit and personal performance goals for each executive.

Corporate performance goals for any given year are set by the Board as a whole. Based on these performance goals and discussions with Mr. von Rickenbach, the Committee sets MIP financial and operation targets for the executive officers individually. For those executives that are part of a business unit, business unit performance objectives consistent with corporate objectives are set; for executives that are not part of a business unit, functional unit goals consistent with corporate goals are set. Finally, personal goals are proposed by each executive officer, reviewed by the Chief Executive Officer and approved by the Committee. Personal goals can constitute no more than 20% of the MIP opportunity for any individual. As an executive officer, the Chief Executive Officer’s goals are set in a similar fashion. Factors such as the effect of a goal on near term and long term company value (as measured by stock price), difficulty in attainment and ability of the executive officer, given his position in the organization, to impact that specific goal are all taken into account in this process.

Following the end of the fiscal year, the Committee, with the assistance of the Chief Executive Officer for all executive officers other than him, reviews actual results and performance against the goals for the prior year and determines the amount, if any, of the MIP bonus to be paid to the executive officers. The MIP amounts actually paid are determined based on the extent to which goals for that year are achieved. The Committee may decrease a calculated MIP payment in certain circumstances. For example, an executive could receive a reduction in MIP payments when individual or business unit goals are achieved (or even over achieved) but the corporate goals are not achieved.

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While payments under the MIP are calculated and paid according to the plan, the Committee reserves the right to pay additional amounts outside of the plan in order to recognize extraordinary circumstances or performance of the executive or the Company. For fiscal year 2008, the Committee awarded Dr. Goldberg an additional bonus of $100,000 in recognition of his contribution to the performance achieved by our Clinical Research Services business segment, the largest business segment within PAREXEL. The discretionary bonus was in addition to the amounts otherwise payable to the Company’s executive officers under the MIP for fiscal year 2008.

The Committee approved MIP targets for fiscal 2008 in September 2007. Under the MIP for fiscal 2008, the executive officers’ incentives consisted of corporate, business unit and personal goals. The corporate goals set by the Board included specific earnings per share, or EPS, and backlog objectives and the business unit objectives were based on achieving predetermined business unit operating margin, or BOM, objectives. As noted above, many factors go into setting performance goals, and setting targets is both subjective and objective. In addition, the Committee believes that there is value in establishing goals that represent a performance “stretch.” For fiscal 2008, Company goals were set to have a roughly 80% chance of attainment based on budgets, market conditions and historical factors. Accordingly, a specific numerical goal may be missed, but an officer’s individual performance may have reached expectations. For this reason, MIP-based goals are actually expressed in a range around a target. However, for executives to be awarded any payment under the corporate earnings per share or business unit operating margin elements of the fiscal year 2008 MIP, at least 90% of the targeted value had to be attained. For executives to be awarded any payment under the backlog elements of the fiscal year 2008 MIP, 100% or more of the targeted value had to be attained. Over-achievement of EPS and BOM goals enables an individual to earn more than 100% of the targeted MIP for these components. Each percentage point of overachievement related to EPS and BOM results in an additional 2% of target bonus related to that metric being earned (up to a maximum of 150% of target for that metric). Overachievement of backlog or personal goals does not result in an additional payout. However, to the extent any such over-achievement payment would cause the Company to miss its targets, that payment is reduced.

For fiscal 2008, the goals focused primarily on growing EPS and growing backlog. The specific goal regarding EPS for fiscal year 2008 was for the Company to realize an EPS of $0.78/share. The specific goal regarding backlog for fiscal year 2008 was for the Company to realize a corporate backlog of $1,843,800,000 as of June 30, 2008. With regard to the goals set by the Board for BOM objectives, in each case the Committee set an incentive objective with an expected probability of achievement of 80% based on historical performance and established budgets. With regard to the personal goals of the executives, the Committee set incentive targets with an expected probability of achievement of 80% based on historical performance and established budgets. For the Company as a whole, 119% of the EPS target was achieved, and the backlog target was met. This resulted in 138% of target payout related to EPS and 100% of target payout related to backlog. The personal goals were met for all but one named executive, who achieved 90% of his personal goals. BOM goals were overachieved in two of three cases and underachieved in one case, which resulted in a positive or negative adjustment of that portion of the target payout.

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Accordingly, in September 2008, the Committee approved the following incentive bonuses under our MIP for fiscal 2008:

					Maximum			Maximum
		Target Percent			Percent			Percent					Actual Bonus
Executive	Metrics	of Base(1)			of Target(2)			of Base(3)			Bonus Target		Paid
Josef H. von Rickenbach	Backlog EPS Personal		100	%		120.0	%		120	%	$	550,000	$	633,600
James F. Winschel, Jr.	Backlog EPS Personal		55	%		127.5	%		70.1	%	$	185,900	$	224,753
Mark A. Goldberg	Backlog EPS Personal BOM		50	%		127.5	%		63.8	%	$	200,000	$	249,000	(4)
Ulf Schneider, PhD.	Backlog EPS Personal BOM		45	%		127.5	%		57.4	%	$	195,929	$	178,882
Douglas A. Batt	Backlog EPS Personal		40	%		130.0	%		52	%	$	115,882	$	142,304
Kurt A. Brykman	Backlog EPS Personal BOM		45	%		127.5	%		57.4	%	$	146,098	$	167,866

(1)	Possible incentive bonus of the executive expressed as a percentage of the executive’s base salary, assuming that MIP targets are met but not exceeded.
(2)	Maximum percentage by which an executive’s actual incentive bonus may exceed the executive’s target incentive bonus, assuming that MIP targets are exceeded.
(3)	The product of the preceding columns, which is equal to the maximum amount of incentive bonus an executive may receive under the MIP, expressed as a percentage of the executive’s base salary.
(4)	Excludes $100,000 discretionary bonus discussed above.

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The target and maximum achievement for corporate objective goals are set forth below.

		Maximum	Actual Achievement	Payout Related to
		Achievement	Level (Percent of	Each Metric as a %
Metric	Target Goal	Level	Target Goal)	of Target Payout
Backlog	$1,843,800,000	$1,843,800,000	$2,059,111,000 (112%)	100%
EPS	$.78	$.975	$.93 (119%)	138%
BOM: Dr. Schneider Dr. Goldberg Mr. Brykman	BOM targets for these executives are set to a level where the expected probability of achievement is 80% based on historical performance and established budgets.

The actual payouts shown here reflect the achievement level as determined by the Committee. No discretion was used in making the final bonus determinations except as applied to determination of the achievement of the personal goals.

Equity Awards. Our equity awards program is the primary vehicle for offering long-term incentives to our executive officers, including the Company’s named executive officers. We believe that equity grants provide the executives with a strong link to our long-term performance, create an ownership culture and help to align the interest of our named executive officers and our shareholders. Equity grants are intended as both a reward for contributing to the long-term success of our company and an incentive for future performance. The vesting feature of our equity grants is intended to further our goal of executive retention by providing an incentive to our named executive officers to remain in our employ during the vesting period. In determining the size of equity grants to our executives, the Committee considers comparable equity awards of executives in both of our compensation peer groups, our company-level performance, the applicable executive’s previous awards and the recommendations of management and consultants to the Committee.

Equity awards have typically taken the form of stock options and restricted stock. However, under the terms of our stock incentive plans, we may grant equity awards other than stock options and restricted stock awards, such as stock appreciation rights and restricted stock units.

The Committee approves all equity grants of options. The Committee reviews all components of the executive’s compensation when determining annual equity awards to ensure that an executive’s total compensation conforms to our overall philosophy and objectives. In addition, the Compensation Committee considers competitive data provided by Pearl Meyer & Partners, individual performance during the relevant fiscal year, retention levels evidenced by existing equity ownership, previous grants of stock options and restricted stock, vesting schedules of outstanding stock options and restricted stock and past financial performance and future expectation.

The Committee typically makes stock option and/or restricted stock awards to new executives and in December 2005 made three year grants to incumbent executives as part of our overall compensation program. However, the Committee has the discretion to make grants more frequently. In general, our option awards vest over four years and restricted stock awards vest over three years. We plan on changing the grant practice to one of making a grant each year beginning in fiscal year 2009, although the Committee will continue to have the right to grant on a

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more or less frequent basis, depending on the circumstances of the Company and the market in general. Under this practice, it is intended that executives receive a smaller grant each year, rather than a larger grant every three years.

The restricted stock granted to executives in December 2005 vests on December 31, 2008 and the vesting is contingent upon both the achievement of predetermined stock price targets, which have been satisfied (as the stock price increased from $20.13 on December 16, 2005 to $30.80 prior to December 31, 2008, on a pre-split basis), and the continued employment of the executive. During fiscal year 2008, we did not make any grants of restricted stock or stock options to our named executives. Because the prior grants will become vested in December of 2008, we have issued new grants of unvested restricted stock and stock options after the end of fiscal year 2008 to these executives for the purposes set forth above regarding the benefits of our long-term equity grants.

The Committee reviews and approves all equity incentive grants at regularly scheduled Committee meetings. The Committee has been setting the exercise price of the stock options equal to the closing price of our common stock on the Nasdaq Global Select Market on the most recent trading day prior to the grant date. There is no practice or policy at the Company under which stock options or restricted stock will be granted in anticipation of future company events.

Benefits and Other Compensation. We maintain broad-based benefits that are provided to all employees, including health and dental insurance, life and disability insurance and a 401(k) plan. During fiscal year 2008, we generally matched 100% of the employee contributions to our 401(k) plan up to a maximum of 3% of the participating employee’s annual salary and not to exceed $3,000, and subject to certain additional statutory age-based dollar limitations. Named executive officers are eligible to participate in all of our employee benefit plans, in each case on the same basis as other employees. Each of our named executive officers located in the United States, except for Mr. Batt, contributed to our 401(k) plan and their contributions were matched by us.

We maintain a pension arrangement for Dr. Schneider pursuant to the terms of his employment agreement. This pension provides for the payment of benefits in either a single lump sum payment or in five equal installments after retirement at the age of 65, with reduced benefit payments in the event of early retirement after the age of 60. Dr. Schneider’s family would be entitled to the payment of benefits in the event of his death.

We also maintain a non-qualified deferred compensation plan, which is generally intended to provide comparable benefits above the applicable limits of our 401(k) qualified plan. Participating executives may defer up to 100% of their annual compensation. The amounts deferred are fully vested and are invested in conservative vehicles. We do not make any contributions, matching or otherwise. Amounts deferred are payable in 15 annual installments once the participant has reached the age of 65, although he may request the payments be made in a smaller number of payments. Amounts deferred are also payable on the first day of the month following termination of the participant’s employment with us for any reason prior to the age of 65 or due to total and permanent disability.

We occasionally pay relocation expenses for newly hired executive officers whom we require to relocate as a condition to their employment by us. We believe that this is a typical benefit offered by comparable companies to executives who are asked to relocate and that we would be at a competitive disadvantage in trying to attract executives who would need to relocate in order to work for us if we did not offer relocation assistance.

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In fiscal 2008, Mr. von Rickenbach and Dr. Schneider recognized $18,091 and $14,972 in income, respectively, in connection with the use of a company car. In addition, Mr. von Rickenbach received tax gross up payments for income taxes on his use of a company car in the amount of $12,966.

Our employee stock purchase program is generally available to all employees who work over 20 hours per week, including our executive officers so long as they own less than 5% of our common stock. Our employee stock purchase plan allows participants to purchase shares of our common stock at a 5% discount from the fair market value of the common stock at the end of the applicable purchase period. Messrs. von Rickenbach and Winschel and Drs. Goldberg and Schneider participated in the employee stock purchase program during fiscal 2008.

Severance. We have entered into employment agreements with Mr. von Rickenbach and Dr. Schneider, and Executive Change of Control/Severance Agreements with Messrs. Winschel, Batt and Brykman and Dr. Goldberg. These agreements are described below under the caption “Employment Agreements”.

Pursuant to the employment agreements we have entered into with Mr. von Rickenbach and Dr. Schneider, and the Executive Change of Control/Severance Agreement with Messrs. Winschel, Batt and Brykman and Dr. Goldberg, such executives are entitled to specified benefits in the event of the termination of their employment under specified circumstances. In negotiating and establishing the terms of these agreements with our executive officers, the Committee sought to bring the executives’ employment terms in line with the severance terms of executives in our peer groups. We believe that providing these benefits helps us compete for executive talent. After reviewing the practices of companies represented in the compensation peer group, we believe that our change in control benefits are generally in line with packages offered to executives by the companies in the peer group.

Our change of control benefits are structured as “double trigger” benefits. In other words, the change of control itself does not trigger benefits; rather, benefits are paid only if the employment of the executive is terminated during a specified period after the change of control. We believe a “double trigger” benefit maximizes shareholder value because it prevents an unintended windfall to executives in the event of a friendly change of control, while still providing them appropriate incentives to support any change of control that is in the best interests of the shareholders and as a result of which they believe they may lose their jobs.

These employment agreements and Change of Control/Severance Agreements were amended during fiscal year 2008 in order to comply with the Internal Revenue Service’s new deferred compensation rules under section 409(A) of the Internal Revenue Code of 1986, as amended, or the Code. The changes were not material and did not increase the benefits provided under the agreements.

We have provided more detailed information about these benefits, along with estimates of their value under various circumstances, under the captions “Employment and Change of Control Agreements” and “Potential Payments Upon Termination or Change of Control” below.

Tax and Accounting Considerations

Compliance with Internal Revenue Code Section 162(m). Section 162(m) of the Code generally disallows a tax deduction to public companies for certain compensation in excess of $1 million paid to our chief executive officer and certain other highly compensated executive officers. Certain compensation, including qualified performance-based compensation, will not be subject to the deduction limit if specified requirements are met. In general, we

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structure and administer our stock equity plans in a manner intended to comply with the performance-based exception to Section 162(m). Nevertheless, there can be no assurance that compensation attributable to future awards granted under its plans will be treated as qualified performance-based compensation under Section 162(m). In addition, the Committee reserves the right to use its judgment to authorize compensation payments that may be subject to the limit when the Committee believes such payments are appropriate and in the best interests of our company and our shareholders.

Stock Ownership Guidelines.

We do not have stock ownership guidelines for our executive officers.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis of this Proxy Statement with our management. Based on its review and discussions with our management, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

By the Compensation Committee

of the Board of Directors

Richard L. Love (Chairman)

Patrick J. Fortune

Ellen M. Zane

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EXECUTIVE COMPENSATION

The following table sets forth information regarding compensation earned by our Chief Executive Officer, our Chief Financial Officer and each of our four other most highly compensated executive officers during fiscal 2008 with respect to our two most recently completed fiscal years. We refer to these executive officers, excluding Mr. Brykman, as our named executive officers.

Summary Compensation Table

														Change in
														Pension
												Non-		Value and
												Equity		Nonqualified		All
												Incentive		Deferred		Other
								Stock		Option		Plan		Compensation		Compen-
			Salary		Bonus			Awards		Awards		Compensation		Earnings		sation
Name and Principal Position	Year		($)		($)			($)(1)		($)(1)		($)		($)		($)(2)		Total ($)
Josef H. von Rickenbach		2008		550,000		—			302,648		113,767		633,600		—		40,770		1,640,785
Chairman & CEO		2007		500,000		100,000			302,648		148,841		309,072		—		38,404		1,398,965
James F. Winschel, Jr.		2008		338,000		—			199,001		20,879		224,753		—		5,555		788,188
SVP & CFO		2007		325,000		—			199,001		74,515		190,204		—		4,921		793,641
Mark A. Goldberg, M.D.		2008		400,000		100,000			186,564		39,620		249,000		—		8,362		983,546
COO		2007		350,000		500,000	(3)		186,564		47,834		193,123		—		7,634		1,285,155
Ulf Schneider, PhD		2008		409,679		—			201,935		20,726		178,882		51,874		14,972		826,194
SVP & CAO		2007		361,233		—			201,935		61,555		126,541		18,864		10,982		762,246
Douglas A. Batt		2008		288,927		—			306,750		—		142,304		—		634		738,614
SVP, GC & Secretary		2007		276,719		—			306,750		—		119,031		—		6,049		708,549
Kurt A. Brykman		2008		324,680		—			161,689		—		167,866		—		4,693		658,928
President, PCMS		2007		312,083		—			161,689		—		86,538		—		4,060		564,370

(1) The amounts in this column reflect the dollar amount recognized as compensation cost for financial statement reporting purposes for the fiscal year, in accordance with SFAS 123R, of all outstanding equity awards held by the officer during the fiscal year, including awards granted in prior years. The assumptions we used in calculating these amounts are discussed under Note 2 to our financial statements for the fiscal year ended June 30, 2008 included in our Annual Report on Form 10-K filed with the SEC on August 28, 2008.

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(2) “All Other Compensation” for each of the named executive officers and Mr. Brykman for the fiscal year ended June 30, 2008 includes the following:

	Mr. von		Mr.		Dr.		Dr.		Mr.		Mr.
	Rickenbach		Winschel		Schneider		Goldberg		Batt		Brykman
Tax gross up for use of company car	$	12,966		—		—		—		—		—
Use of company car	$	18,091		—	$	14,972		—		—		—
Company match on 401(k)	$	3,000	$	3,000		—	$	3,000		—	$	3,000
Premiums paid by us for life insurance plans	$	6,712	$	2,555		—	$	1,361	$	634	$	1,693
Professional development fees		—		—		—	$	4,000		—		—

(3) On August 22, 2005, the Company acquired all of the shares held by minority shareholders of Perceptive Informatics, Inc. (“Perceptive”), its information technology subsidiary, and now owns all of the outstanding common stock of Perceptive. The Company made payments totaling $1.6 million to certain employees of Perceptive on the first anniversary of the effective date of the merger, including $500,000 to Dr.Goldberg.

The table below shows each grant of an award made to a named executive officer and Mr. Brykman under any plan during the fiscal year ended June 30, 2008.

Grants of Plan-Based Awards For Fiscal Year 2008

					Estimated Future Payouts Under Non-Equity
					Incentive Plan Awards(1)
Name	Plan Name		Grant Date		Threshold ($)		Target ($)		Maximum ($)
Josef H. von Rickenbach		2008 MIP		09/11/07		265,100		550,000		660,000
James F. Winschel, Jr.		2008 MIP		09/11/07		67,296		185,900		237,022
Mark A. Goldberg, M.D.		2008 MIP		09/11/07		72,400		200,000		255,000
Ulf Schneider, PhD.		2008 MIP		09/11/07		70,926		195,929		249,809
Douglas A. Batt		2008 MIP		09/11/07		37,314		115,882		150,647
Kurt A. Brykman		2008 MIP		09/11/07		52,887		146,098		186,274

(1) These columns reflect threshold, target and maximum payout levels under our 2008 MIP. The actual amount earned by each of the individuals listed above is reported under the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table.

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The following table sets forth information concerning restricted stock that had not vested and stock options that had not been exercised for each of the named executive officers and Mr. Brykman as of June 30, 2008.

Outstanding Equity Awards at Fiscal Year-End

	Option Awards									Stock Awards
			Number of
	Number of		Securities
	Securities		Underlying Un-							Number of			Market Value
	Underlying		exercised							Shares or Units			of Shares or
	Unexercised		Options			Option		Option		of Stock that			Units of Stock
	Options		(#) Un-			Exercise		Expiration		have not			that have not
Name	(#) Exercisable		exercisable			Price ($)		Date		Vested (#)			Vested ($)(1)
Josef H. von Rickenbach		60,000		—			5.68		9/24/09		146,000	(2)		3,841,260
		60,000		—			9.81		11/17/12		—			—
		80,000		20,000	(3)		8.60		2/26/12		—			—
		104,818		—			6.15		8/15/08		—			—
James F. Winschel, Jr.		30,000		—			5.68		9/24/09		96,000	(2)		2,525,760
		50,000					4.03		10/11/10		—			—
		40,000		—			8.45		9/15/11		—			—
		30,000		—			8.55		1/27/12		—			—
Mark A. Goldberg, M.D.		20,000		—			8.55		1/27/12		90,000	(2)		2,367,900
Ulf Schneider, PhD.		30,000		—			5.68		9/24/09		84,000	(4)		2,210,040
		30,000		—			8.45		9/15/11		—			—
		40,000		—			8.55		1/27/12		—			—
Douglas A. Batt		—		—			—		—		70,000	(5)		1,841,700
Kurt A. Brykman		100,000		—			10.00		9/8/12		78,000	(2)		2,052,180

(1)	Based on $26.31, the last sales price of our common stock on the NASDAQ Global Select Market on June 30, 2008 the last trading day of fiscal year 2008.
(2)	Shares of restricted stock granted on December 16, 2005. These shares will vest in full on December 31, 2008.
(3)	This option was granted on November 17, 2004 and vests in four equal annual installments starting on the first anniversary of the date of grant.
(4)	Shares of restricted stock consisting of 70,000 shares granted on December 16, 2005 and 14,000 shares granted on March 3, 2006. These shares will vest in full on December 31, 2008.
(5)	Shares of restricted stock granted on May 8, 2006. These shares will vest in full on June 30, 2009.

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The following table sets forth information concerning the exercise of stock options during fiscal year 2008 for each of the named executive officers and Mr. Brykman. No restricted stock awarded to the named executive officers or Mr. Brykman vested during fiscal 2008.

Option Exercises and Stock Vested

	Option Awards
	Number of Shares
	Acquired on Exercise		Value Realized on
Name	(#)		Exercise ($)(1)
Josef H. von Rickenbach		375,182		6,600,252
James F. Winschel, Jr.		190,000		4,044,749
Mark A. Goldberg, M.D.		19,550		315,537
Ulf Schneider, PhD.		156,000		3,636,440
Douglas A. Batt		—		—
Kurt A. Brykman		—		—

(1)  Value realized on exercise is the difference between the closing sales price of our common stock on the applicable sale date and the exercise price of the options.

The following table sets forth the present value of pension benefits accrued during fiscal year 2008 by each of the Named Executive Officers and Mr. Brykman.

Pension Benefits

		Number of Years		Present Value of			Payments During
	Plan	Credited Service		Accumulated Benefit			Last Fiscal Year
Name	Name	(#)		($)			($)
Josef H. von Rickenbach	—		—		—			—
James F. Winschel, Jr.	—		—		—			—
Mark A. Goldberg, M.D.	—		—		—			—
Ulf Schneider, PhD.	N/A		9.5		465,529	(1)		—
Douglas A. Batt	—		—		—			—
Kurt A. Brykman	—		—		—			—

(1)  The Present Value of Accumulated Benefits is calculated based on actuarial calculations compliant with FAS 87. Actuarial calculations are based upon generally accepted rates for mortality and morbidity used in the German “Richttafeln 2005G” published by Dr. Klaus Heubeck. Assumptions include an interest rate of 5.25% and an annual retirement benefit increase of 2.0% during retirement.

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We provide retirement benefits to Dr. Schneider, which is the competitive practice in Germany. The table reflects the present value of benefits accrued by Dr. Schneider. The material terms of Dr. Schneider’s pension benefits are described beginning on page 20. The amounts to which Dr. Schneider is entitled are not based on any formula, but are a fixed amount pursuant to contract.

The following table sets forth information concerning contributions from the named executive officers and Mr. Brykman to our Nonqualified Deferred Compensation Plan for fiscal year 2008.

Nonqualified Deferred Compensation

	Executive		Registrant		Aggregate			Aggregated		Aggregate
	Contributions in		Contributions in		Earning			Withdrawals/		Balance at
Name	Last FY ($)		Last FY ($)		in Last FY ($)			Distributions ($)		Last FY End ($)
Josef H. von Rickenbach		204,536		—		(149,511	)		—		934,966
James F. Winschel, Jr.		19,020		—		(22,509	)		—		130,311
Ulf Schneider, PhD.		152,060		—		(17,742	)		—		134,318
Mark A. Goldberg, M.D.		—		—		—			—		—
Douglas A. Batt		—		—		—			—		—
Kurt A. Brykman		—		—		(7,530	)		—		45,737

Our Nonqualified Deferred Compensation Plan is a non-qualified deferred compensation plan which is generally intended to provide comparable benefits above the applicable limits of our 401(k) qualified plan. A participating executive may defer up to 100% of his annual compensation. The amounts deferred are fully vested and are invested in conservative vehicles. We do not make any contributions, matching or otherwise. Amounts deferred are payable in 15 annual installments once the participant has reached the age of 65, although he may request the payments be made in a smaller number of payments. Amounts deferred are also payable on the first day of the month following termination of the participating executive’s employment with us prior to the age of 65 for any reason or due to total and permanent disability.

Employment and Change of Control Agreements

We have entered into agreements with each of our executive officers, the terms of which are summarized below. In addition, each of the executive officers of the Company is bound by the terms of a Key Employee Agreement, pursuant to which confidential information proprietary to the Company obtained during the term of employment by the Company may not be disclosed by the employee during or subsequent to such term of employment, and pursuant to which the employee agrees not to compete with the business of the Company during, and for one year subsequent to, the term of employment.

Mr. von Rickenbach

We have entered into an amended and restated employment agreement, dated April 15, 2008, with Mr. von Rickenbach. This agreement expires on April 15, 2011 and will automatically renew for additional three year periods, unless

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either party opts not to renew at least 90 days prior to the end of any applicable three year period. Under the terms of the agreement, in the event we terminate the agreement by non-renewal, all unexpired stock options and awards of restricted stock held by Mr. von Rickenbach would vest and he would receive a lump sum payment for any salary, incentive payments and benefits, perquisites and services earned through the last day of the term of the agreement.

In addition, in the event of termination by us other than for “cause” (as defined in the agreement), or by Mr. von Rickenbach for “good reason” (as defined in the agreement), and not in connection with a “change of control” of the Company (as defined in the agreement), or for termination due to death or disability, Mr. von Rickenbach would be entitled to receive (i) a lump sum cash payment equal to the amount of base salary, bonus payments and benefits, perquisites and services that otherwise would have been payable to him for the three year period following termination, (ii) the vesting of all unexpired stock options and awards of restricted stock, and (iii) a lump sum cash payment for all other awards under any other long term incentive plan.

In the event of termination by us other than for cause, or by Mr. von Rickenbach for good reason, during the period beginning 12 months prior to, and ending 18 months following, a change of control, Mr. von Rickenbach would be entitled to receive (i) a lump sum cash payment equal to the amount of base salary, bonuses and benefits, perquisites and services that would have been payable if he had remained an employee of the Company through the date of the change of control, (ii) a lump sum cash payment equal to the amount of base salary, incentive payments and benefits, perquisites and services that otherwise would have been payable to him for the three year period following the change of control, (iii) outplacement services and (iv) the vesting of all unexpired stock options, awards of restricted stock and other long term incentive programs. The agreement further provides that benefits will be supplemented by an additional payment to “gross up” Mr. von Rickenbach for any excise tax under the “golden parachute” tax provisions of the Internal Revenue Code of 1986, as amended, or the Code, unless the value of all payments to be received under this agreement would be greater when subjected to a specified cap (in which case the benefit payments will be so capped).

The current rate of compensation for Mr. von Rickenbach under the agreement is $650,000 for an annual salary, with a bonus target of $650,000.

Messrs. Winschel, Batt and Brykman and Dr. Goldberg

We have entered into Executive Change of Control/Severance Agreements with each of Messrs. Winschel, Batt and Brykman and Dr. Goldberg. Under the terms of these agreements if the executive’s employment is terminated without “cause” (as defined in the agreement), he would be entitled to receive a lump sum cash payment equal to 12 months of his base salary plus the pro rata share of the target bonus that would have been payable to him during the year in which termination occurs. If we terminate the executive’s employment without cause during the period beginning nine months prior to, and ending 18 months following, a “change of control” of the Company (as defined in the agreement), or the executive terminates his employment “for good reason” (as defined in the agreement) during the 18 month period following a change of control, he would be entitled to receive (i) a lump sum cash payment equal to 12 months of his monthly salary plus the target bonus that would have been payable to him during the 12-month period following termination, (ii) accelerated vesting of stock options, shares of restricted stock and capital accumulation benefits and (iii) continued insurance benefit coverage substantially similar to the

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coverage he had been receiving prior to any such termination. The agreement further provides that the benefits will be supplemented by an additional payment to “gross up” the executive for any excise tax under the “golden parachute” tax provisions of the Code.

Dr. Schneider

PAREXEL International GmbH, a wholly owned subsidiary of the Company, which we refer to as PAREXEL Germany, and Ulf Schneider, Senior Vice President and Chief Administrative Officer, have entered into an employment agreement dated as of February 21, 2005. The agreement has an indefinite term, but automatically terminates at the end of the year in which Dr. Schneider turns 65. The agreement may also be terminated by either party upon six months notice for any reason, or immediately for cause. Pursuant to the agreement, Dr. Schneider will serve as Managing Director of PAREXEL Germany and have responsibility for its commercial and administrative business activities. Dr. Schneider will simultaneously serve as a corporate vice president and member of the Executive Committee and the Business Review Committee of PAREXEL. Dr. Schneider will receive an annual base salary paid partly in Euros and partly in US Dollars, initially set for EUR 157,470 and US$103,000. The portion of his salary paid in US dollars is subject to adjustment on a quarterly basis in the event of currency fluctuations. He is also eligible for an annual bonus pursuant to the Company’s Management Incentive Plan, with an initial bonus potential of up to 40% of his base salary, as well as life insurance and access to a company car. Dr. Schneider or his family will be entitled to six months salary in the event of his death or incapacity during the term of this Agreement. His salary is subject to review according to company policy. If Dr. Schneider is terminated without cause, he will be entitled to a severance payment equal to 12 month’s salary and bonus, plus his pro rata share of his target bonus for the year in which he was terminated. The agreement includes confidentiality, inventions assignment and non-compete provisions.

Potential Payments Upon Termination or Change of Control

The tables below show the estimated incremental value transfer to each named executive officer under various scenarios relating to a termination of employment. The tables below assume that such termination occurred on June 30, 2008 and are calculated using a stock price of $26.31, the closing price of our common stock as reported on the NASDAQ Global Select Market on June 30, 2008. The actual amounts that would be paid to any named executive officer can only be determined at the time of an actual termination of employment and would vary from those listed below. The estimated amounts listed below are in addition to any retirement, welfare and other benefits that are available to employees generally.

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					Termination
					Without Cause or
					for Good Reason
		Termination			in Connection
		Without Cause or			with a Change of
Name	Benefit(1)	for Good Reason			Control
Josef H. von Rickenbach(2)	Salary Payments	$	3,300,000	(3)	$	3,300,000	(4)
	Continued Benefits, Perquisites and  Services	$	8,484	(5)	$	8,484	(6)
	Outplacement Services		N/A		$	35,000	(7)
	Market Value of Stock Option
	Vesting(8)	$	66,900	(9)	$	66,900	(9)
	Long Term Incentives(8)	$	1,920,630	(10)	$	1,920,630	(10)
	Tax Gross Up		N/A		$	500,000	(17)
	Total	$	5,296,014		$	5,831,014
James F. Winschel, Jr.	Salary Payments	$	562,753	(11)	$	523,900	(12)
	Insurance Coverage		N/A		$	2,416	(13)
	Market Value of Stock
	Option/Restricted Stock Vesting(8)		N/A		$	1,262,800	(14)
	Value of Capital Accumulation Vesting		N/A			N/A
	Tax Gross Up		N/A			N/A
	Total	$	562,753		$	1,789,116
Mark A. Goldberg, M.D.	Salary Payments	$	649,000	(11)	$	600,000	(12)
	Insurance Coverage		N/A		$	2,324	(13)
	Market Value of Stock
	Option/Restricted Stock Vesting(8)		N/A		$	1,183,950	(14)
	Value of Capital Accumulation Vesting		N/A			N/A
	Tax Gross Up		N/A			N/A
	Total	$	649,000		$	1,786,274
Ulf Schneider, PhD.	Salary Payments(15)	$	717,697	(16)	$	717,697	(16)
	Total	$	717,697		$	717,697
Douglas A. Batt	Salary Payments	$	449,304	(11)	$	422,882	(12)
	Insurance Coverage		N/A		$	2,245	(13)
	Market Value of Stock
	Option/Restricted Stock Vesting(8)		N/A		$	1,026,090	(14)
	Value of Capital Accumulation Vesting		N/A			N/A
	Tax Gross Up		N/A		$	N/A
	Total	$	449,304		$	1,451,217
Kurt A. Brykman	Salary Payments	$	517,866	(11)	$	496,098	(12)
	Insurance Coverage		N/A		$	2,340	(13)
	Market Value of Stock
	Option/Restricted Stock Vesting(8)		N/A		$	1,026,090	(14)
	Value of Capital Accumulation Vesting		N/A			N/A
	Tax Gross Up		N/A			N/A
	Total	$	517,866		$	1,524,528

(1) These values are based on the executive’s base salary as of June 30, 2008, the type of insurance coverage and premiums in effect as of June 30, 2008 and the benefits, perquisites and services provided as of June 30, 2008.

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(2)	In the event Mr. von Rickenbach is terminated due to non-renewal of his employment agreement, all unexpired stock options held by Mr. von Rickenbach would vest and all other awards under any other long term incentive plan, whether vested or not, would be paid out in a lump sum. Based on the last sale price of our common stock on June 30, 2008, or $26.31, and assuming Mr. von Rickenbach holds, as of termination, the same awards he held as of June 30, 2008, the value of the accelerated vesting would be $66,900.
(3)	Represents a lump sum cash payment equal to the amount of Mr. von Rickenbach’s base salary and bonus for a three year period.
(4)	Represents a lump sum cash payment equal to the amount of Mr. von Rickenbach’s base salary and bonus that he would have been entitled to receive if he had remained employed through the change of control and for the three-year period following the change of control.
(5)	Represents aggregate amounts payable over three years for continuation of insurance coverage, perquisites and services.
(6)	Represents the amount of benefits, perquisites and services that would have been payable to Mr. von Rickenbach if he had remained employed through the change of control and for the three-year period following the change of control.
(7)	Represents the value of outplacement services.
(8)	Based on the last sale price of our common stock on June 30, 2008, or $26.31.
(9)	Represents immediate vesting of all unexpired stock options.
(10)	Represents vesting of shares of restricted stock that would otherwise vest on December 31, 2008.
(11)	Represents a lump sum cash payment equal to 12 months of the executive’s base salary plus bonus based upon the bonus actually paid to him for fiscal year 2008.
(12)	Represents a lump sum cash payment equal to 12 months of the executive’s base salary plus the target bonus for the year of termination.
(13)	Represents the amounts payable over 12 months for the continuation of insurance benefits.
(14)	Represents accelerated vesting of all stock options and restricted stock.
(15)	In the event Dr. Schneider dies or is incapacitated during the term of his employment agreement, he or his family will be entitled to receive continued salary for six months, which equals $185,402. Figures in table represent payments to Dr. Schneider in the event his employment is terminated without cause.
(16)	Represents a lump sum cash payment equal to 12 months of the executive’s base salary and bonus based upon the average global salary and bonus paid to him over the previous 24 months plus the pro rata portion of the target bonus for the year of termination.
(17)	Represents the amount of the tax “gross up” payment for excise tax under the “golden parachute” tax provision of the Code.

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DIRECTORS’ COMPENSATION

We use a combination of cash and equity-based compensation to attract and retain candidates to serve on our Board of Directors. We do not compensate directors who are also our employees for their service on our Board of Directors. As a result, Mr. von Rickenbach, our Chief Executive Officer, does not receive any compensation for his service on our Board of Directors. We periodically review our cash and equity-based compensation for non-employee directors. As part of that process, we review director compensation at comparable companies, availability of the skills and experience sets the Company requires, the risks implied by public company directorship and other relevant market data. In addition, the Board compensation is overseen by the Nominating and Corporate Governance Committee rather than the Compensation Committee, which focuses on employee compensation.

Meeting Fees

Prior to September 12, 2008 members of the Board of Directors whom were not employees were paid:

•  $1,500 for each meeting of the Board attended in person;

•  $750 for each meeting of the Board attended by telephone conference call;

•  $1,500 for each meeting of a committee of the Board attended in person and not held on the same day, or on the day before or day after, a meeting of the Board; and

•  $750 for each meeting of a committee of the Board attended by telephone conference call, or in person on the day before or after a Board meeting.

Commencing on September 12, 2008, members of the Board of Directors who are not employees are paid:

•  $2,000 for each meeting of the Board attended in person;

•  $1,000 for each meeting of the Board attended by telephone conference call;

•  $2,000 for each meeting of a committee of the Board attended in person and not held on the same day, or on the day before or after, a meeting of the Board; and

•  $1,000 for each meeting of a committee of the Board attended by telephone conference call, or in person on the day before or after a Board meeting.

Annual Retainer

In addition to meeting fees, through June 30, 2008 we paid our non-employee directors an annual cash retainer of $40,000, and directors serving as chair of any committees of the Board received an additional annual cash retainer of $7,500 for each committee chaired, all paid annually in arrears.

Commencing on July 1, 2008, in addition to meeting fees, we will pay our non-employee directors the following cash retainers annually in arrears:

Director Retainers	$	45,000
Committee Chair Retainers:
• Audit Committee	$	15,000
• Compensation Committee	$	12,500
• Human Resources Committee	$	10,000
• Nominating and Corporate Governance Committee	$	10,000
Presiding Director Retainer	$	10,000

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Equity Compensation

Non-employee directors are eligible to receive grants of stock options, restricted stock and other equity compensation on a discretionary basis pursuant to our stock incentive plans. During the fiscal year ended June 30, 2008, we did not grant to any of our non-employee directors options to purchase shares of our common stock under our plans. The options we have granted to our non-employee directors in prior years have an exercise price equal to the closing price of our common stock on the NASDAQ Global Select Market on the most recent trading day prior to the grant date and vest in three equal annual installments commencing on the first anniversary of the date of grant, unless a change of control occurs, in which case they become fully exercisable.

Fiscal Year 2008 Director Compensation

The following table sets forth a summary of the compensation we paid to our non-employee directors for service on our Board in fiscal year 2008.

			Restricted
	Fees Earned		Stock
	or Paid		Awards		Option		Total
Name(1)	in Cash ($)		($)(2)		Awards ($)(2)		($)
A. Dana Callow		70,000		—		25,703		95,703
Patrick J. Fortune		76,000		—		25,323		101,323
Eduard E. Holdener		29,750		52,419		—		82,169
Christopher J. Lindop		70,750		110,592		—		181,342
Richard L. Love		70,000		—		22,006		92,006
Ellen M. Zane		59,500		126,386		—		185,886

(1)  Dr. Holdener joined the Board in January 2008.

(2)  The amounts in these columns reflect the dollar amount recognized as compensation cost for financial statement reporting purposes for the fiscal year ended June 30, 2008 in accordance with SFAS 123R. The assumptions we used to calculate these amounts are included in Note 2 to our audited financial statements for the fiscal year ended June 30, 2008 included in our Annual Report on Form 10-K filed with the SEC on August 28, 2008.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Our Compensation Committee currently consists of Ms. Zane and Mr. Love and Dr. Fortune. No one who served on the committee during fiscal year 2008 has been an officer or employee of ours or any of our subsidiaries during the past three years.

None of our executive officers served as a member of the compensation committee (or other Board committee performing equivalent functions) of another entity, while any executive officer of that entity served as a member of our Compensation Committee.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the following information known to us regarding beneficial ownership of our common stock as of September 30, 2008 (unless otherwise indicated)

•  by each person who is known by us to own beneficially more than 5% of the outstanding shares of common stock,

•  by each current director of the Company,

•  by each named executive officer of the Company named in the Summary Compensation Table on page 23 and Kurt Brykman, and

•  by all current directors and executive officers of the Company as a group.

Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law.

	Shares Beneficially		Percentage of Shares
Name of Beneficial Owner(1)	Owned(2)		Beneficially Owned(2)
Wellington Management Company, LLP(3)		3,827,100		6	.76%
Fidelity Management and Research(4)		3,536,426		6	.25%
Fred Alger Management Inc.(5)		3,288,186		5	.81%
Barclays Global Investors UK Holdings Limited(6)		3,085,306		5	.45%
Vanguard Group, Inc.(7)		3,084,026		5	.45%
A. Dana Callow, Jr.(8)		102,307		0	.2%
Patrick J. Fortune, PhD.(9)		16,981		*
Eduard E. Holdener, M.D.		15,253		*
Christopher J. Lindop		31,681		0	.1%
Richard L. Love(10)		127,307		0	.2%
Ellen M. Zane		33,019		0	.1%
Josef H. von Rickenbach(11)		669,305		1	.2%
Douglas A. Batt		78,000		0	.1%
Kurt A. Brykman(12)		187,000		0	.3%
Mark A. Goldberg, M.D.(13)		141,033		0	.2%
Ulf Schneider, PhD.(14)		220,163		0	.4%
James F. Winschel, Jr.(15)		394,608		0	.7%
All executive officers and directors as a group (12 persons)(16)		2,016,657		3	.4%

*	Less than 0.1% of the outstanding common stock.
(1)	Unless otherwise indicated, the address for each beneficial owner is c/o PAREXEL International Corporation, 200 West Street, Waltham, Massachusetts 02451.
(2)	The inclusion herein of any shares of common stock deemed beneficially owned does not constitute an admission of beneficial ownership of such shares. The number of shares deemed beneficially owned by each person is determined under the rules of the SEC. Under these rules, beneficial ownership includes any shares

34

	issuable pursuant to stock options held by the respective person or group that may be exercised within 60 days after September 30, 2008. In calculating the percentage of shares of common stock beneficially owned by each person or entity listed, the number of shares of common stock deemed outstanding includes: (i) 57,907,206 shares of common stock outstanding as of September 30, 2008; and (ii) shares issuable pursuant to stock options, as set forth below.
(3)	The mailing address for this entity is 75 State Street, Boston, Massachusetts 02109. Shares beneficially owned are stated as of June 30, 2008, as reflected in a Schedule 13F filed with the SEC. This entity has sole voting power with regard to 1,135,900 of these shares, shared voting power with regard to 36,000 of these shares and no voting power with regard to 2,655,200 of these shares. This entity is a registered investment adviser.
(4)	The mailing address for this entity is 82 Devonshire Street, Boston, Massachusetts 02109. Shares beneficially owned are stated as of June 30, 2008, as reflected in a Schedule 13F filed with the SEC. This entity has sole voting authority with regard to 216,810 of these shares and no voting authority with regard to 3,319,616 of these shares.
(5)	The mailing address for this entity is 111 Fifth Avenue, New York, New York 10003. Shares beneficially owned are stated as of June 30, 2008, as reflected in a Schedule 13F filed with the SEC. This entity has sole voting authority with regard to 3,263,076 of these shares and no voting authority with regard to 25,110 of these shares.
(6)	The mailing address for this entity is 1 Churchill Place, Canary Wharf, London, England E14 5HP. Shares beneficially owned are stated as of June 30, 2008, as reflected in a Schedule 13F filed with the SEC. This entity has sole voting authority with regard to 2,337,245 of these shares and no voting authority with regard to 748,061 of these shares.
(7)	The mailing address for this entity is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. Shares beneficially owned are stated as of June 30, 2008, as reflected in a Schedule 13F filed with the SEC. This entity has sole voting authority with regard to 57,312 of these shares and no voting authority with regard to 3,026,714 of these shares.
(8)	Includes 44,000 shares of common stock issuable pursuant to stock options.
(9)	Includes 3,336 shares of common stock issuable pursuant to stock options.
(10)	Includes 62,000 shares of common stock issuable pursuant to stock options.
(11)	Includes 192,000 shares of common stock issuable pursuant to stock options.
(12)	Includes 100,000 shares of common stock issuable pursuant to stock options.
(13)	Includes 20,000 shares of common stock issuable pursuant to stock options.
(14)	Includes 100,000 shares of common stock issuable pursuant to stock options.
(15)	Includes 150,000 shares of common stock issuable pursuant to stock options, and 17,444 shares of common stock held as custodian for children.
(16)	Includes 671,336 shares of common stock issuable pursuant to stock options.

There are no material legal proceedings to which any of our directors or executive officers is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

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EXECUTIVE OFFICERS

Executive officers serve at the discretion of the Board on an annual basis and serve until the first meeting of Directors following the next annual meeting of shareholders, or at such other meeting as the Directors determine in accordance with the Company’s By-laws, and until their successors have been duly elected and qualified. The current executive officers of the Company are as follows:

Name	Age		Position(s)
Josef H. von Rickenbach		53	Chairman of the Board and Chief Executive Officer
James F. Winschel, Jr.		59	Senior Vice President and Chief Financial Officer
Mark A. Goldberg, M.D.		48	Chief Operating Officer
Kurt A. Brykman		51	President, PAREXEL Consulting and Medical Communication Services
Ulf Schneider, PhD.		51	Senior Vice President and Chief Administrative Officer
Douglas A. Batt		48	Senior Vice President, General Counsel and Secretary

Josef H. von Rickenbach (please see “Proposals-Proposal 1: Re-Election of Existing Class I Directors” beginning on page 4 of this Proxy Statement).

James F. Winschel, Jr. has served as Senior Vice President and Chief Financial Officer of the Company since June 2000. From January 1999 to May 2000, Mr. Winschel served as President of U.B. Vehicle Leasing, Inc., a subsidiary of The Bank of Tokyo Mitsubishi Ltd. (“BTM”). From December 1995 to September 1999, Mr. Winschel served as Executive Vice President and Chief Financial Officer of BTM Capital Corporation, another BTM subsidiary. From 1993 to 1995, Mr. Winschel served as Vice President-Finance for the Physician Services Division of Caremark International, Inc., a healthcare services company. From 1989 to 1993, he held a variety of executive positions at Whirlpool Financial Corporation, including Vice President and Managing Director of its commercial finance division and Vice President and Chief Financial Officer. Prior to 1989, Mr. Winschel had a 16 year career with General Electric Company and its subsidiaries, holding various positions including serving in the financial management ranks of General Electric Capital Corporation. Mr. Winschel received B.S. and M.B.A. degrees from Syracuse University.

Mark A. Goldberg, M.D. has served as Chief Operating Officer since July 2008 and since June 2005 as President, Clinical Research Services. From July 2000 to August 2008 he also served as President, Perceptive Informatics. From July 1999 to July 2000, Dr. Goldberg served as Senior Vice President in the Company’s Clinical Research Services business and was responsible for managing the Advanced Technology and Informatics Group operating unit, which included IT applications support for both internal operations and external clients. Dr. Goldberg joined PAREXEL in 1997 as Vice President and established the Company’s medical imaging group. Prior to joining PAREXEL, Dr. Goldberg served as President and Director of WorldCare, Inc., a telehealth spin-off from Massachusetts General Hospital established in 1991. Dr. Goldberg received his undergraduate degree in Computer Science and Engineering from Massachusetts Institute of Technology, and received his M.D. degree from the University of Massachusetts Medical School.

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Kurt A. Brykman has served as President, PAREXEL Consulting and Medical Communication Services since June 2005. From September 2004 to June 2005, Mr. Brykman served as President, PAREXEL Consulting. Prior to joining the Company, Mr. Brykman served as Vice President of the health care and non-foods consumer packaged goods practice area at EURO RSCG Meridian Consulting Group, a sales and marketing management consulting firm, from April 2000 to September 2004. From 1995 to 2000, he served as Vice President of the Customer Marketing Group of Schering-Plough, Inc., a pharmaceutical company. Mr. Brykman received his B.S. in mathematics and business from Michigan State University and an M.B.A. from the Kellogg Graduate School of Management at Northwestern University.

Ulf Schneider, PhD. has served as Senior Vice President and Chief Administrative Officer of the Company since June 2000 and Managing Director of PAREXEL GmbH since 1996, and is responsible for coordination of world wide administrative activities of the Company, as well as management of its Clinical Pharmacology, Worldwide Quality Assurance and Corporate Quality operations. From 1990 to 1992, he served as Director of Finance and Administration of PAREXEL GmbH and from 1992 to 1996 he served as Vice President of Finance of PAREXEL GmbH. Prior to joining PAREXEL, Dr. Schneider held several financial management positions at Schering AG, a pharmaceutical company, in Germany and was an Assistant Professor of Banking and Finance at the Berlin Technical University. Dr. Schneider received his Masters degree in business administration and PhD. in business management from the Berlin Technical University.

Douglas A. Batt, has served as Senior Vice President, General Counsel and Secretary of the Company since May 2006. From November 2002 to September 2005, Mr. Batt served as Executive Vice President and General Counsel of Concord Communications, Inc., a publicly traded software company, and from July 2000 to November 2002, he served as Vice President and General Counsel. From October 1997 to July 2000, he served as Technology Counsel at Reebok International Ltd. From September 1991 to October 1997, Mr. Batt was an attorney with the law firm of Goodwin Procter LLP in Boston, Massachusetts.

No executive officer is related by blood, marriage or adoption to any other executive officer or any Director of the Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Our written Code of Business Conduct and Ethics sets forth the general principal that our directors, officers and employees must act in the best interests of the Company and its shareholders and must refrain from engaging in activity or having a personal interest that presents a conflict of interest. A conflict of interest is described as a party having an interest that prevents him or her from performing his or her duties and responsibilities to the Company honestly, objectively and effectively. If an actual or potential conflict of interest or related party transaction involving one of our executive officers or directors develops for any reason, that individual must immediately report such matter to our Board. The Audit and Finance Committee will review all related party transactions on an ongoing basis and must approve all such transactions.

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There may be times when a commercial relationship involving our directors, executive officers or their family members is beneficial to us or is not likely to raise material conflict of interest issues. Our Code of Business Conduct and Ethics provides the following prohibitions for certain types of relationships:

•  directors, officers and employees may not perform services for, or have a financial interest in (other than less than 1% of the outstanding shares of a publicly-held company), one of our competitors;

•  directors, officers and employees may not use their position with the Company to influence a transaction with a supplier or customer in which they have a personal interest (other than less than 1% of the outstanding shares of a publicly-held company); and

•  directors, officers and employees may not supervise, review or influence the job evaluation or compensation of a member of their family.

There were no conflicts of interest or related party transactions during fiscal year 2008.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, Directors and greater-than-ten percent shareholders are required by SEC regulation to furnish the Company with copies of all Section 16 forms they file.

Based solely on the information provided to it, the Company believes that during the fiscal year ended June 30, 2008 all of its officers, directors and greater-than-ten-percent shareholders complied with all Section 16(a) filing requirements, with the exception of the following: Dr. Fortune filed late one report on Form 4/A during the fiscal year ended June 30, 2008, relating to a transaction involving a stock option exercise, which transaction was not reported on a timely basis; and Mr. von Rickenbach filed late one report on Form 4/A during the fiscal year ended June 30, 2008, relating to transactions involving stock option exercises, which transactions were not reported on a timely basis.

REPORT OF THE AUDIT AND FINANCE COMMITTEE

The Audit and Finance Committee has reviewed and discussed with management the Company’s audited financial statements for the year ended June 30, 2008 and has discussed with Ernst & Young LLP (“E&Y”) the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA Professional Standard, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

The Audit and Finance Committee has received and reviewed the written disclosures and letter from E&Y required by Independence Standards Board Standard No. 1 (Standards Board Standard No. 1, Independence Discussions with Audit Committees), as adopted by the Public Company Accounting Oversight Board in Rule 3600T, and has discussed with the independent registered public accounting firm the independent registered public accounting firms’ independence. The Audit and Finance Committee has also considered whether the provision of non-audit services to the Company by E&Y is compatible with maintaining E&Y’s independence.

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Based on the review and discussions referred to above, the Audit and Finance Committee recommended to the Board of Directors that the financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2008.

Respectfully submitted by the Audit and Finance
Committee:

Christopher J. Lindop, Chairman

A. Dana Callow, Jr.

Patrick J. Fortune

Proposal 2: Ratification Of Selection Of Independent Registered Public Accounting Firm

The Audit and Finance Committee has selected the firm of Ernst & Young LLP (“E&Y”) as its independent registered public accounting firm for the fiscal year ending June 30, 2009. E&Y has served as the Company’s independent registered public accounting firm since 2002.

Our Board recommends a vote FOR ratification of the selection of E&Y to serve as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2009. The ratification of this selection is not required under the laws of the Commonwealth of Massachusetts, where the Company is incorporated, but the results of this vote will be considered by the Audit and Finance Committee in selecting the Company’s independent registered public accounting firm for future fiscal years.

Representatives of E&Y are expected to be present at the Annual Meeting. They will have the opportunity to make a statement if they desire to do so and will also be available to respond to appropriate questions from shareholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE RATIFYING THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

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FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit Fees

The aggregate fees billed to us by E&Y for professional services for the audit of our annual financial statements for the fiscal years ended June 30, 2007 and 2008, audit of management’s assessment of the Company’s internal control over financial reporting for the fiscal years ended June 30, 2007 and 2008, and review of the financial statements included in our Quarterly Reports on Form 10-Q in fiscal years 2007 and 2008, were approximately $2,534,000 and $2,503,000, respectively. All of these fees were approved by the Audit and Finance Committee.

Audit-Related Fees

The aggregate fees billed to us by E&Y for assurance and related services that were reasonably related to the audit or review of our financial statements for the fiscal years ended June 30, 2007 and 2008, and which are not included in the amounts disclosed above under the caption “Audit Fees,” were approximately $14,000 and $22,000, respectively. These fees related to the audit of our employee benefits plans. All of these fees were approved by the Audit and Finance Committee.

Tax Fees

The aggregate fees billed by E&Y for tax services for the fiscal year ended June 30, 2007 were approximately $329,000. Of this total, $172,000 was for domestic and international tax compliance services and $157,000 was for domestic and international tax planning and advice. The aggregate fees billed by E&Y for tax services for the fiscal year ended June 30, 2008 were approximately $771,000. Of this total, $106,000 was for domestic and international tax compliance services and $665,000 was for domestic and international tax planning and advice. All of these fees were approved by the Audit and Finance Committee.

All Other Fees

There were no other fees billed to us by E&Y for services other than Audit Fees, Audit Related Fees and Tax Fees described above for fiscal years 2007 and 2008.

Pre-Approval Policies and Procedures

The Audit and Finance Committee has considered whether the provision of non-audit services to the Company by E&Y is compatible with maintaining E&Y’s independence.

The Audit and Finance Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by the Company’s independent registered public accounting firm. This policy generally provides that the Company will not engage its independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by the Audit and Finance Committee or the engagement is entered into pursuant to one of the pre-approval procedures described below.

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From time to time, the Audit and Finance Committee may pre-approve specified types of services that are expected to be provided to the Company by its independent registered public accounting firm during the next 12 months. Any such pre-approval is detailed as to the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.

The Audit and Finance Committee has also delegated to the Chairman of the Audit and Finance Committee the authority to approve any audit or non-audit services to be provided to the Company by its independent registered public accounting firm. Any approval of services by the Chairman of the Audit and Finance Committee pursuant to this delegated authority is reported on at the next meeting of the Audit and Finance Committee.

EQUITY COMPENSATION PLAN INFORMATION

The following table gives information about our common stock that may be issued upon the exercise of options and rights under all of our equity compensation plans as of June 30, 2008, consisting of our Second Amended and Restated 1995 Stock Option Plan, referred to as the 1995 Plan, the 1998 Non-Qualified, Non-Officer Stock Option Plan, referred to as the 1998 Plan, the 2000 Employee Stock Purchase Plan, the 2001 Stock Incentive Plan, the 2005 Stock Incentive Plan and the 2007 Stock Incentive Plan. The Company’s 1995 Stock Plan expired on September 13, 2005 and the 1998 Plan expired on February 26, 2008.

						Number of Securities
				Weighted-		Remaining Available for
				Average Exercise		Future Issuance Under
				Price of		Equity Compensation
	Number of Securities to			Outstanding		Plans (Excluding
	be Issued Upon Exercise			Options,		Securities
	of Outstanding Options,			Warrants and		Reflected in
Plan Category	Warrants and Rights			Rights		Column (a))
	(a)			(b)		(c)
Equity compensation plans approved by security holders		3,452,186	(1)	$	16.28		5,783,534	(2)
Equity compensation plans not approved by security holders(3)		660,550		$	11.83		0
Total		4,112,736					5,783,534	(2)

(1)	Excludes 621,032 shares of unvested restricted stock issued pursuant to the 2005 Stock Incentive Plan.
(2)	Includes 946,482 shares that may be issued pursuant to the Company’s 2000 Employee Stock Purchase Plan.
(3)	Consists of the 1998 Plan, which is discussed below.

The 1998 Plan

The 1998 Plan provided for the granting of nonqualified stock options to non-officer employees at the fair market value of common stock on the grant date as determined under the provisions of the 1998 Plan. Options under the 1998 Plan expire eight years from the date of grant and vest at dates ranging from the issuance date to five years. As of June 30, 2008, approximately 660,550 shares are reserved for issuance upon exercise of outstanding options. The Company’s 1998 Plan was not approved by the Company’s shareholders and expired on February 26, 2008.

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OTHER MATTERS

Our Board does not intend to bring any matters before the Annual Meeting other than those specifically set forth in the Notice of Annual Meeting and it knows of no matters to be brought before the Annual Meeting by others. If any other matters properly come before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote in accordance with the judgment of the Board.

HOUSEHOLDING OF ANNUAL MEETING MATERIALS

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our Proxy Statement or Annual Report to Shareholders may have been sent to multiple shareholders in your household. We will promptly deliver a separate copy of either document to you if you write or call us at the following address or phone number: 200 West Street, Waltham, Massachusetts, 02451, Attention: Investor Relations; 781-434-4118. If you wish to receive separate copies of our Annual Report and Proxy Statement in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder, or you may contact us at the above address and phone number.

SHAREHOLDER PROPOSALS AND COMMUNICATIONS

Under SEC rules, proposals of shareholders intended for inclusion in the Proxy Statement and form of proxy to be furnished to all shareholders entitled to vote at the Company’s 2009 Annual Meeting of Shareholders must be received at our principal executive offices not later than July 3, 2009.

If one of our shareholders wishes to present a proposal before our 2009 Annual Meeting of Shareholders but has not complied with the requirements for inclusion of such proposal in the Proxy Statement under SEC rules, such shareholder must give written notice of such proposal to us not less than 60 and not more than 90 days prior to the scheduled meeting. However, if the meeting is either a special meeting in lieu of an annual meeting of shareholders to be held prior to the date specified in the by-laws or is a special meeting and less than 70 days’ notice is given of the date of the meeting, a shareholder will have 10 days from the earlier of (a) the date on which notice of such meeting was mailed or (b) the date that public disclosure was made of such meeting date in which to give such notice. The notice from the shareholder must describe the proposed business to be brought before the meeting and include information about the shareholder making the proposal, any beneficial owner on whose behalf the proposal is made, and any other shareholder known to be supporting the proposal. If a shareholder fails to provide timely notice of a proposal to be presented at the 2009 Annual Meeting of Shareholders, the proxies designated by the Board will have discretionary authority to vote on any such proposal. If a shareholder makes a timely notification, the persons named in the proxy may still exercise discretionary authority under circumstances consistent with the SEC’s proxy rules.

Shareholders may send any communications regarding Company business, including shareholder proposals, to the Board or any individual director in care of the Secretary of the Company at our principal executive offices located at 200 West Street, Waltham, Massachusetts 02451. We suggest any communications should be sent by

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certified mail return receipt requested. The Secretary will forward all such communications to the addressee. The Nominating and Corporate Governance Committee of the Board, together with our management and legal counsel, will evaluate any shareholder proposal submitted to us in connection with any meeting of shareholders, and shall recommend to the Board the appropriate response to such proposal. Our Board will give appropriate attention to written communications that are submitted by shareholders and other interested parties, and will respond if and as appropriate. Absent unusual circumstances or as contemplated by the charters of the committees of the Board, the Presiding Director shall, subject to advice and assistance from the General Counsel of the Company, (1) be primarily responsible for monitoring communications from shareholders and other interested parties, and (2) provide copies or summaries of such communications to the other directors as he or she considers appropriate. Communications may be forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the Presiding Director considers to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs or personal grievances.

October 31, 2008

THE BOARD OF DIRECTORS ENCOURAGES SHAREHOLDERS TO ATTEND THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING ENVELOPE. PROMPT RESPONSE WILL GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION IS APPRECIATED.

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002CS-62300

E2 only            NNNNNNNNNNNN pcn 100 bse PAREXEL International Corporation NNNNNNNNNNNNNNN C123456789 000004 000000000.000000 ext 000000000.000000 ext NNNNNNNNN 000000000.000000 ext 000000000.000000 ext MR A SAMPLE DESIGNATION (IF ANY) 000000000.000000 ext 000000000.000000 ext ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Using a black ink pen, mark your votes with an X as shown in X this example. Please do not write outside the designated areas. Annual Meeting Proxy Card 3 PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 3 A Proposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposal 2. 1. Election of Directors*: For Withhold            For Withhold + 01 — Patrick J. Fortune 02 — Ellen M. Zane *To elect two (2) Class I Directors to serve for a term continuing until the annual meeting of shareholders in 2011 and until his or her successor is duly elected & qualified.

For Against Abstain 2. To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2009. B Non-Voting Items Change of Address — Please print new address below. C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below THIS PROXY SHOULD BE DATED AND SIGNED BY THE SHAREHOLDER(S) EXACTLY AS HIS OR HER NAME APPEARS HEREON AND RETURNED PROMPTLY IN THE ENCLOSED ENVELOPE. PERSONS SIGNING IN A FIDUCIARY CAPACITY SHALL SO INDICATE. IF SHARES ARE HELD BY JOINT TENANTS OR AS COMMUNITY PROPERTY, BOTH SHOULD SIGN. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND NNNNNNN2 1 A V 0 1 9 5 7 6 1 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + <STOCK#> 00YT2E

3 PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 3 Proxy — PAREXEL International Corporation PROXY FOR 2008 ANNUAL MEETING OF SHAREHOLDERS — DECEMBER 11, 2008 SOLICITED BY THE BOARD OF DIRECTORS Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on December 11, 2008 The Proxy Statement dated October 31, 2008 and our 2008 Annual Report are available for viewing, printing and downloading at www.edocumentview.com/prxl The undersigned Shareholder of PAREXEL International Corporation, a Massachusetts corporation, revoking all prior proxies, hereby appoints James F. Winschel, Jr. and Douglas A. Batt and each of them, proxies, with full power of substitution, to vote all shares of Common Stock of PAREXEL International Corporation which the undersigned is entitled to vote at the 2008 Annual Meeting of Shareholders of the Company to be held at the Doubletree Guest Suites Hotel, 550 Winter Street, Waltham, MA 02451 on December 11, 2008 at 2:30 p.m., local time, and at any adjournments thereof, upon matters set forth in the Notice of Annual Meeting of Shareholders and Proxy Statement dated October 31, 2008, a copy of which has been received by the undersigned, and in their discretion upon any other business that may properly come before the meeting or any adjournments thereof. Attendance of the undersigned at the meeting or at any adjourned session thereof will not be deemed to revoke this proxy unless the undersigned shall affirmatively indicate thereat the intention of the undersigned to vote said shares in person. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR THE PROPOSAL IN ITEM 2. CONTINUED AND TO BE SIGNED ON REVERSE SIDE