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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )


Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material Pursuant to §240.14a-12


MAXIMUS, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
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o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

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11419 Sunset Hills Road
Reston, Virginia 20190
(703) 251-8500

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held March 18, 2010

The 2010 Annual Meeting of Shareholders of MAXIMUS, Inc. will be held at our corporate headquarters at 11419 Sunset Hills Road in Reston, Virginia on March 18, 2010 at 11:00 a.m., Eastern Time, to consider and act upon the following matters:

1.: The election of three Class I Directors to serve until the 2013 Annual Meeting of Shareholders.
2.: The ratification of the appointment of Ernst & Young LLP as our independent public accountants for our 2010 fiscal year.
3.: The transaction of any other business that may properly come before the meeting or any adjournment of the meeting.

Shareholders of record at the close of business on January 15, 2010 will be entitled to vote at the annual meeting or at any adjournment of the annual meeting.

Under Securities and Exchange Commission rules, MAXIMUS, Inc. has elected to deliver our proxy materials to our shareholders over the Internet. The new delivery process will allow us to provide shareholders with the information they need, while at the same time conserving natural resources and lowering the cost of printing and delivery. On or about January 25, 2010, we first mailed to our shareholders a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access our 2010 proxy statement and 2009 annual report. The Notice also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail.

Our board of directors hopes that you will attend the meeting. Whether or not you plan to attend, your vote is very important. Please vote. There are several ways that you can cast your ballot—by telephone, by Internet, by mail (if you request a paper copy) or in person at the annual meeting.



		By Order of the Board of Directors,
		David R. Francis, Secretary

January 25, 2010

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		Page

General Information About Voting			1
Security Ownership			3
Section 16(a) Beneficial Ownership Reporting Compliance			6
PROPOSAL 1—Election of Directors			6
Corporate Governance and the Board of Directors			10
Executive Officers			15
Executive Compensation			16
Director Compensation			30
Certain Relationships and Related Transactions			32
PROPOSAL 2—Ratification of the Appointment of Independent Public Accountants			32
Audit Information			33
Shareholder Proposals for Our 2011 Annual Meeting of Shareholders			35
Other Materials			35

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11419 Sunset Hills Road
Reston, Virginia 20190
(703) 251-8500

PROXY STATEMENT

Our board of directors is making this proxy statement, our 2009 annual report on Form 10-K and a form of proxy available to you in connection with the solicitation of proxies by the board of directors for use at the 2010 Annual Meeting of Shareholders to be held at our corporate headquarters at 11419 Sunset Hills Road in Reston, Virginia on March 18, 2010 and at any adjournments of the meeting.

Pursuant to Securities and Exchange Commission rules, MAXIMUS, Inc. has elected to provide our proxy materials to our shareholders primarily over the Internet rather than mailing paper copies of those materials to each shareholder. Accordingly, on or about January 25, 2010, we first sent a Notice of Internet Availability of Proxy Materials (the "Notice") to shareholders to provide website and other information for the purpose of accessing our proxy materials. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, shareholders may request to receive proxy materials in printed form by mail on an ongoing basis. We encourage you to take advantage of the availability of the proxy materials on the Internet in order to help reduce the cost and environmental impact of the annual meeting.

GENERAL INFORMATION ABOUT VOTING

Who can vote. You will be entitled to vote your shares of MAXIMUS common stock at the annual meeting if you were a shareholder of record at the close of business on January 15, 2010. As of that date, 17,479,045 shares of common stock were outstanding and entitled to one vote each at the meeting. You are entitled to one vote on each item voted on at the meeting for each share of common stock that you held on January 15, 2010.

How to vote your shares. You may vote your shares either by attending the annual meeting and voting in person or by voting by proxy. If you choose to vote by proxy, you may vote your shares in any of the following ways:

•: By Internet. You may vote online by accessing www.proxyvote.com and following the on-screen instructions. You will need the control number included on the Notice or on your proxy card, as applicable. You may vote online 24 hours a day. If you vote online, you do not need to return a proxy card.
•: By Telephone. You may vote by calling toll free 1-800-690-6903 and following the instructions. You will need the control number included on the Notice or on your proxy card, as applicable. You may vote by telephone 24 hours a day. If you vote by telephone, you do not need to return a proxy card.
•: By Mail. If you requested printed copies of the proxy materials, you will receive a proxy card, and you may vote by signing, dating and mailing the proxy card in the envelope provided.
•: In Person. If you are a shareholder of record, you may vote in person at the annual meeting. The company will give you a ballot when you arrive. If you are a beneficial owner of shares held in street name, you must obtain a legal proxy from the organization that holds your shares in

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order to vote your shares in person at the annual meeting. Follow the instructions on the Notice to obtain this legal proxy.

Online and telephone voting is available through 11:59 p.m. Eastern Time on March 17, 2010.

If you vote by proxy, the named proxies (David N. Walker, Dominic A. Corley and David R. Francis) will vote your shares as you have instructed. If you are a shareholder of record and you sign and return a proxy card without giving specific voting instructions, the proxies will vote your shares in favor of each of the proposals contained in this proxy statement. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, it could result in a "broker non-vote." For more information, see "—Abstentions and broker non-votes" below.

Quorum. A quorum of shareholders is required in order to transact business at the annual meeting. A majority of the outstanding shares of common stock entitled to vote must be present at the meeting, either in person or by proxy, to constitute a quorum.

Number of votes required. The number of votes required to approve each of the proposals that are scheduled to be presented at the meeting is as follows:

Proposal		Required Vote

• Election of directors		For each nominee, a plurality of the votes cast are for such nominee.
• Ratification of the Audit Committee's selection of independent public accountants		A majority of the votes cast are for ratification.

Abstentions and broker non-votes. A broker non-vote occurs when a broker cannot vote a customer's shares registered in the broker's name because the customer did not send the broker instructions on how to vote on the matter. If the broker does not have instructions and is barred by law or applicable rules from exercising its discretionary voting authority in the particular matter, then the shares will not be voted on the matter, resulting in a "broker non-vote." A broker cannot vote on the election of directors without instructions; therefore, there may be broker non-votes on Proposal 1. A broker may vote on the ratification of the independent public accountants; therefore, no broker non-votes are expected to exist in connection with Proposal 2. Abstentions and broker non-votes will not count as votes cast in the election of directors or in the vote on ratifying the Audit Committee's selection of independent public accountants. Therefore, abstentions and broker non-votes will have no effect on the voting on these matters at the meeting.

Discretionary voting by proxies on other matters. Aside from the election of directors and the ratification of the Audit Committee's selection of independent public accountants, we do not know of any other proposal that may be presented at the 2010 Annual Meeting. However, if another matter is properly presented at the meeting, the persons named in the accompanying proxy card will exercise their discretion in voting on the matter.

How you may revoke your proxy. You may revoke your proxy card at any time before we exercise it by substituting a subsequent vote using the same method described in "How to vote your shares" above.

Expenses of solicitation. We will bear all costs of soliciting proxies. We will request that brokers, custodians and fiduciaries forward proxy soliciting material to the beneficial owners of stock held in their names, for which we will reimburse their out-of-pocket expenses. In addition to solicitations by

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mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone and/or personal interviews.

Shareholders sharing the same surname and address. In some cases, shareholders holding their shares in a brokerage or bank account who share the same surname and address and have not given contrary instructions are receiving only one copy of our Notice of Internet Availability of Proxy Materials. This practice is designed to reduce duplicate mailings and save printing and postage costs as well as natural resources. If you would like to have additional copies of our annual report, proxy statement or Notice of Internet Availability of Proxy Materials mailed to you, please call or write us at our principal executive offices, 11419 Sunset Hills Road, Reston, Virginia 20190, Attn: Vice President of Investor Relations, telephone: (800) 368-2152. If you want to receive separate copies of the proxy statement, annual report to shareholders or Notice of Internet Availability of Proxy Materials in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder.

SECURITY OWNERSHIP

The following tables show the number of shares of our common stock beneficially owned as of January 1, 2010 (unless otherwise indicated), by (i) the only persons known by us to own more than five percent of our outstanding shares of common stock, (ii) our directors and the nominees for director, (iii) the executive officers named in the Summary Compensation Table contained in this proxy statement and (iv) all of our current directors and executive officers as a group.

The number of shares beneficially owned by each holder is based upon the rules of the Securities and Exchange Commission ("SEC"). Under SEC rules, beneficial ownership includes any shares over which a person has sole or shared voting or investment power, as well as shares which the person has the right to acquire within 60 days by exercising any stock option or other right and shares of restricted stock that will vest with 60 days. Accordingly, this table includes shares that each person has the right to acquire on or before March 1, 2010. Unless otherwise indicated, to the best of our knowledge, each person has sole investment and voting power (or shares that power with his or her spouse) over the shares in the table. By including in the table shares that he or she might be deemed beneficially to own under SEC rules, a holder does not admit beneficial ownership of those shares for any other purpose.

To compute the percentage ownership of any shareholder or group of shareholders in the following tables, the total number of shares deemed outstanding consists of the 17,474,269 shares that were outstanding on January 1, 2010.

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Security Ownership of Certain Beneficial Owners

The following table shows the number of shares of our common stock beneficially owned by the only persons known by us to own more than five percent of our outstanding shares of common stock as of January 1, 2010 (unless otherwise indicated):

Name and Address of Beneficial Owner

Royce & Associates, LLC 745 Fifth Avenue New York, New York 10151	1,792,641	(1)	10.26	%
Morgan Stanley 1585 Broadway New York, New York 10036	1,715,247	(2)	9.82	%
Barclays Global Investors UK Holdings Limited 1 Churchill Place Canary Wharf London England E14 5HP	1,367,010	(3)	7.82	%
Wellington Management Company, LLP 75 State Street Boston, Massachusetts 02109	1,297,300	(4)	7.42	%
Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, New Jersey 07302	1,253,203	(5)	7.17	%
Artisan Partners Holdings LP 875 East Wisconsin Avenue, Suite 800 Milwaukee, Wisconsin 53202	938,300	(6)	5.37	%

(1): According to a Schedule 13G/A filed with the SEC on December 8, 2009, Royce & Associates, LLC reported that it had sole dispositive and voting power over all 1,792,641 shares of common stock that it reported.
(2): According to a Schedule 13F filed with the SEC on November 16, 2009, Morgan Stanley reported that, through certain related managers, it had sole and/or shared dispositive power over all 1,715,247 shares of common stock that it reported, sole voting power with respect to 1,714,127 shares of common stock and no voting power with respect to 1,120 shares of common stock.
(3): According to a Schedule 13F filed with the SEC on November 12, 2009, Barclays Global Investors UK Holdings Limited ("Barclays Global Investors") reported that, through certain related managers, it had sole and/or shared dispositive power over all 1,367,010 shares of common stock that it reported, sole voting power with respect to 1,272,468 shares of common stock and no voting power with respect to 94,542 shares of common stock. On December 1, 2009, BlackRock, Inc. completed a merger with Barclays Global Investors. The combined firm will operate under the BlackRock name.
(4): According to a Schedule 13F filed with the SEC on November 16, 2009, Wellington Management Company, LLP reported that, through certain related managers, it had sole and/or shared dispositive power over all 1,297,300 shares of common stock that it reported, sole voting power with respect to 733,300 shares of common stock, shared voting power with respect to 153,500 shares of common stock and no voting power with respect to 410,500 shares of common stock.

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(5): According to a Schedule 13F filed with the SEC on November 13, 2009, Lord, Abbett & Co. LLC reported that it had sole dispositive power over all 1,253,203 shares of common stock that it reported, sole voting power with respect to 1,104,003 shares of common stock and no voting power with respect to 149,200 shares of common stock.
(6): According to a Schedule 13F filed with the SEC on November 13, 2009, Artisan Partners Holdings LP reported that, through certain related managers, it had sole and/or shared dispositive power over all 938,300 shares of common stock that it reported, shared voting power with respect to 856,700 shares of common stock and no voting power with respect to 81,600 shares of common stock.

Security Ownership of Management

The following table shows the number of shares of our common stock beneficially owned by our directors and the nominees for director, the executive officers named in the Summary Compensation Table contained in this proxy statement and all of our current directors and executive officers as a group as of January 1, 2010 (unless otherwise indicated).

Name of Beneficial Owner

Mark S. Andrekovich	35,287		*
Russell A. Beliveau	66,196	(2)	*
John F. Boyer	120,061		*
Bruce L. Caswell	160,613		*
John J. Haley	39,297		*
Paul R. Lederer	21,038		*
Richard A. Montoni	271,654		1.55	%
Peter B. Pond	78,024		*
Raymond B. Ruddy	221,395		1.27	%
Marilyn R. Seymann	38,102		*
James R. Thompson, Jr.	48,239		*
David N. Walker	45,005		*
Wellington E. Webb	19,067		*
All directors and executive officers as a group	1,182,419		6.77	%

*: Percentage is less than 1% of all outstanding shares of common stock.
(1): Amounts include shares issuable under stock options exercisable on or before March 1, 2010 as follows: Andrekovich 30,000; Beliveau 35,670; Boyer 88,738; Caswell 125,000; Haley 39,297; Lederer 21,038; Montoni 169,125; Pond 78,024; Ruddy 21,395; Seymann 36,798; Thompson 48,239; Walker 39,250; Webb 19,067; and all directors and executive officers as a group 760,308.
(2): Amount includes 35,826 shares held in a trust of which Mr. Beliveau and his spouse are the primary beneficiaries.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Our directors, our executive officers and anyone owning beneficially more than ten percent of our equity securities are required under Section 16(a) of the Securities Exchange Act of 1934 to file with the SEC reports of their ownership and changes of their ownership of our securities. They must also furnish copies of the reports to us. Based solely on our review of the reports furnished to us and any written representations that no other reports were required, we believe that during our 2009 fiscal year, our directors, executive officers and ten percent beneficial owners complied with all applicable Section 16(a) filing requirements with the following exception: Mr. Walker filed a Form 4 on May 18, 2009, and Mr. Andrekovich, Mr. Boyer, Mr. Caswell, Mr. Francis, Mr. Montoni, Mr. Piloti, and Ms. Wertin filed a Form 4 on May 19, 2009 reflecting shares that were forfeited in connection with the payment of taxes due on the vesting of restricted stock units on March 31, 2009.

PROPOSAL 1—ELECTION OF DIRECTORS

General

The board of directors currently consists of nine directors. Under our charter, the board is divided into three classes, with each class having as nearly equal a number of directors as possible. The term of one class expires, with their successors being subsequently elected to a three-year term, at each annual meeting of shareholders. At the 2010 Annual Meeting, three Class I Directors will be elected to hold office for three years and until their successors are elected and qualified. The board has nominated Paul R. Lederer, Peter B. Pond and James R. Thompson, Jr. for election as Class I Directors. Mr. Lederer, Mr. Pond and Mr. Thompson presently serve as our directors. If you sign and return your proxy card, the persons named in the enclosed proxy card will vote to elect these three nominees unless you mark your proxy card otherwise. The proxy may not be voted for a greater number of nominees than three. Each nominee has consented to being named in this proxy statement and to serve if elected. If for any reason a nominee should become unavailable for election prior to the annual meeting, the proxy may vote for the election of a substitute. We do not presently expect that any of the nominees will be unavailable.

Vote Required

The affirmative vote of a plurality of the total number of votes cast for or withheld from each of Mr. Lederer, Mr. Pond and Mr. Thompson is required to re-elect each nominee to our board. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the voting of this matter.

Biographical Information

The following table contains biographical information about the nominees and current directors whose terms of office will continue after the 2010 Annual Meeting. Information about the number of shares of common stock beneficially owned by each nominee and director, directly or indirectly, as of January 1, 2010, appears above under "Security Ownership—Security Ownership of Management."

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Nominees for Class I Directors (for term expiring in 2013)

Name and Age	Business Experience and Other Directorships

Paul R. Lederer Age: 70	Paul R. Lederer has served as one of our directors since April 2003. Mr. Lederer retired from Federal Mogul in 1998 as Executive Vice President, Worldwide Aftermarket, following its acquisition of Fel-Pro where he served as President and Chief Operating Officer from November 1994 to February 1998. Mr. Lederer brings more than 30 years of management experience and leadership in the commercial business sector to MAXIMUS. During his distinguished career, Mr. Lederer has held various senior positions with Federal Mogul, Fel-Pro, Stant, Epicor Industries, and Parker Hannifin. Mr. Lederer holds a B.A. from the University of Illinois and received his J.D. from Northwestern University. He is also a director of Dorman Products, Inc. and O'Reilly Automotive, Inc.	2003
Peter B. Pond Age: 65	Peter B. Pond has served as one of our directors since his election in December 1997 and as Chairman of the Board since September 2001. Mr. Pond is a founder of ALTA Equity Partners LLC, a venture capital firm, and has been a General Partner of that firm since June 2000. Prior to that, Mr. Pond was a Principal and Managing Director in the Investment Banking Department at Donaldson, Lufkin & Jenrette Securities Corporation in Chicago and was head of that company's Midwest Investment Banking Group. Mr. Pond holds a B.S. in Economics from Williams College and an M.B.A. in Finance from the University of Chicago. He is also a director of Navigant Consulting, Inc.	1997
James R. Thompson, Jr. Age: 73	James R. Thompson, Jr. has served as one of our directors since his election in March 2001. Governor Thompson currently serves as Senior Chairman of the international law firm of Winston & Strawn. He was Chairman of the firm from 1993 to 2006. He joined that firm in January 1991 as Chairman of the Executive Committee after serving four terms as Governor of the State of Illinois from 1977 until January 1991. Prior to his terms as Governor, he served as U.S. Attorney for the Northern District of Illinois from 1971 to 1975. Governor Thompson has served as the Chief of the Department of Law Enforcement and Public Protection in the Office of the Attorney General of Illinois, as an Associate Professor at Northwestern University School of Law, and as an Assistant State's Attorney of Cook County. He is a former Chairman of the President's Intelligence Oversight Board. Governor Thompson also served on the National Commission on Terrorist Attacks Upon the United States (9-11 Commission). Governor Thompson attended the University of Illinois and Washington University, and he received his J.D. from Northwestern University in 1959. Governor Thompson is currently a member of the boards of directors of Navigant Consulting, Inc. and John Bean Technologies Corporation.	2001

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE THREE NOMINEES SET FORTH ABOVE.

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Class II Directors (present term expires in 2011)

Name and Age	Business Experience and Other Directorships

Russell A. Beliveau Age: 62	Russell A. Beliveau has served as a director since 1995. He served as our President of Investor Relations from October 2000 until his retirement in September 2002 and served as President of Business Development from September 1998 until October 2000. Prior to that, he served as President of the Government Operations Group from 1995 to 1998. Mr. Beliveau has worked in the health and human services industry since 1983. During that time, he held both government and private sector positions at the senior executive level. Mr. Beliveau's past positions include Vice President of Operations at Foundation Health Corporation of Sacramento, California from 1988 through 1994 and Deputy Associate Commissioner (Medicaid) for the Massachusetts Department of Public Welfare from 1983 until 1988. Mr. Beliveau received his Masters in Business Administration and Management Information Systems from Boston College in 1980 and his B.A. in Psychology from Bridgewater State College in 1974.	1995
John J. Haley Age: 60	John J. Haley has served as one of our directors since June 2002. Since 1999 Mr. Haley has served as President and Chief Executive Officer of Watson Wyatt Worldwide, Inc., a human resources and employee benefits consulting firm. Mr. Haley joined Watson Wyatt in 1977. Mr. Haley is a director of Watson Wyatt Worldwide, Inc. and also serves on the Hudson Highland Group, Inc. Board. Mr. Haley is a Fellow of the Society of Actuaries and is a co-author of Fundamentals of Private Pensions (University of Pennsylvania Press). He has an A.B. in Mathematics from Rutgers College and studied under a Fellowship at the Graduate School of Mathematics at Yale University.	2002
Marilyn R. Seymann Age: 67	Marilyn R. Seymann has served as one of our directors since April 2002. Since 2008 Dr. Seymann has served as President and Chief Executive Officer of M One, Inc., a corporate strategy and governance consulting firm for public and private companies. Also, since 2009 she has served as CEO of the Bruce T. Halle Family Foundation, a charitable foundation. From 2007 to 2008 Dr. Seymann has served as Chairman and Chief Executive Officer of the International Institute of the Americas, a college focused on adult education. Before that she was Associate Dean of the College of Law at Arizona State University from 2005 to 2007 and President and Chief Executive Officer of M One, Inc. from 1991 to 2005. Prior to forming M One, she held senior management positions with Chase Bank, Arthur Andersen, and was the Associate Dean of the College of Business at Arizona State University. Dr. Seymann holds a B.A. from Brandeis University, an M.A. from Columbia University, and a Ph.D. from California Western University.	2002

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Our business and affairs are managed under the direction of the board of directors in accordance with the Virginia Stock Corporation Act and our articles of incorporation and bylaws. Members of the board are kept informed of our business through discussions with the President and Chief Executive Officer and other officers, by reviewing materials provided to them and by participating in meetings of the board and its committees. Our corporate governance practices are summarized below.

The board of directors has adopted Guidelines for Corporate Governance that set forth the practices of the board with respect to management review and responsibility, board composition, selection of directors, operation of the board and meetings, committees of the board, director responsibilities and tenure and evaluation of the board and committees. The Guidelines are available on our Corporate Governance web page at www.maximus.com/investor-relations/corporate-governance. A printed copy is available, without charge, to any shareholder upon written request to the Secretary of the company, whose address is MAXIMUS, Inc., 11419 Sunset Hills Road, Reston, Virginia 20190.

From time to time, MAXIMUS and its subsidiary agencies may provide services to, and otherwise conduct business with, companies of which certain members of the board or members of their immediate families are or were directors or officers. To comply with the New York Stock Exchange listing standards, the Guidelines for Corporate Governance establish categorical standards under which the board views the following relationships as impairing a director's independence:

Apart from the categorical standards, the board of directors also assesses the materiality of a director's relationship with us to ensure that there is no material relationship that would adversely affect the director's independence.

The board of directors in its business judgment has determined that the following eight members of its Board of Directors are independent as defined by New York Stock Exchange listing standards: Russell A. Beliveau, John J. Haley, Paul R. Lederer, Peter B. Pond, Raymond B. Ruddy, Marilyn R. Seymann, James R. Thompson, Jr. and Wellington E. Webb. None of our independent directors, their immediate family members, or employers, is engaged in relationships with us that the categorical standards cover and, as a result, each independent director meets our categorical standards. In addition, with the exception of Governor Thompson, none of the independent directors has any relationship with us, other than being one of our directors.

Governor Thompson is Senior Chairman of the law firm of Winston & Strawn in Chicago. Winston & Strawn has provided certain legal services to MAXIMUS from May 2000 to the present. In 2009, 2008 and 2007, MAXIMUS paid Winston & Strawn $934,391, $620,800 and $662,497, respectively, for legal and business consulting services. Outside of the scope of the categorical standards, the board of directors examined this relationship from a general "facts and circumstances" point of view. That is, the board considered the amounts paid to Winston & Strawn in light of all facts and circumstances involving the relationship, both from the company's standpoint and from the standpoint of Winston & Strawn. The board concluded that Governor Thompson's relationship does not impair his independence.

We have adopted a code of ethics that applies to our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. That code, our Standards of Business Conduct and Ethics, can be found posted on our Corporate Governance web page at www.maximus.com/investor-relations/corporate-governance. A printed copy is available, without charge, to any shareholder upon written request to the Secretary of the company, whose address is MAXIMUS, Inc., 11419 Sunset Hills Road, Reston, Virginia 20190.

Our board expects that its members will prepare for, attend and participate in all board and applicable committee meetings. Our board of directors held nine meetings during fiscal 2009. During our 2009 fiscal year, each of our directors attended greater than 75% of the aggregate number of meetings of our board of directors and meetings of the committees of the board upon which each served.

Executive sessions where non-management directors meet on an informal basis are scheduled either at the beginning or at the end of each regularly scheduled board meeting. Peter B. Pond, the Chairman of the Board, serves as chairman for executive sessions.

Any director may be contacted by writing to him or her c/o MAXIMUS, Inc., 11419 Sunset Hills Road, Reston, Virginia 20190. Communications to the non-management directors as a group may be sent to the same address, c/o the Chairman of the Nominating and Governance Committee. We promptly forward such correspondence to the indicated directors.

The standing committees of the board of directors are the Audit Committee, the Nominating and Governance Committee and the Compensation Committee.

The Audit Committee assists the board of directors in fulfilling its responsibility to oversee management's conduct of our financial reporting processes and audits of our financial statements. The Audit Committee specifically reviews the financial reports and other financial information provided by the company, our disclosure controls and procedures and internal accounting and financial controls, the internal audit function, the legal compliance and ethics programs, and the annual independent audit process. The Audit Committee operates under a written charter originally adopted by the board on May 16, 2000, as subsequently amended. The Audit Committee's charter, as amended and currently in effect, is available on our Corporate Governance web page at www.maximus.com/investor-relations/corporate-governance. A printed copy is available, without charge, to any shareholder upon written request to the Secretary of the company, whose address is MAXIMUS, Inc., 11419 Sunset Hills Road, Reston, Virginia 20190.

The members of the Audit Committee are Peter B. Pond (Chair), Paul R. Lederer, Raymond B. Ruddy, Marilyn R. Seymann, and Wellington E. Webb, each of whom is independent as defined by applicable New York Stock Exchange listing standards and SEC regulations governing the qualifications of audit committee members in effect on the date of this proxy statement. The board of directors has determined that all of the committee members are financially literate as defined by the New York Stock Exchange listing standards and that Mr. Pond qualifies as an audit committee financial expert as defined by regulations of the SEC.

The Audit Committee held six meetings during fiscal 2009. For additional information regarding the committee, see "Audit Information—Report of the Audit Committee" below.

The Nominating and Governance Committee is comprised of James R. Thompson, Jr. (Chair), John J. Haley, Paul R. Lederer, Peter B. Pond, Marilyn R. Seymann, and Wellington E. Webb, each of

whom is independent as defined by applicable New York Stock Exchange listing standards governing the qualifications of nominating and governance committee members in effect on the date of this proxy statement. The Nominating and Governance Committee operates under a written charter originally adopted by the board on September 23, 2003, as subsequently amended. The Nominating and Governance Committee's charter, as amended and currently in effect, is available on our Corporate Governance web page at www.maximus.com/investor-relations/corporate-governance. A printed copy is available, without charge, to any shareholder upon written request to the Secretary of the company, whose address is MAXIMUS, Inc., 11419 Sunset Hills Road, Reston, Virginia 20190. The Nominating and Governance Committee met twice during fiscal 2009.

The purpose of the Nominating and Governance Committee is to identify, evaluate and recommend candidates for membership on the board of directors, to ensure an appropriate structure and process for management succession and to establish and assure the effectiveness of the governance principles of the board and the company. The committee considers, at a minimum, the following qualifications in recommending to the board potential new directors, or the continued service of existing directors:

The Nominating and Governance Committee will consider shareholder recommendations for candidates to serve on the board of directors. Shareholders entitled to vote for the election of directors may submit candidates for consideration by the committee if it receives timely written notice, in proper form, for each such recommended director nominee. If the notice is not timely and in proper form, the nominee will not be considered by the committee. To be timely for the 2011 annual meeting, the notice must be received within the time frame set forth in "Shareholder Proposals for Our 2011 Annual Meeting of Shareholders" below. To be in proper form, the notice must include each nominee's written consent to be named as a nominee and to serve, if elected, and information about the shareholder making the nomination and the person nominated for election. These requirements are more fully described in Article I, Section 6, of our bylaws, a copy of which will be provided, without charge, to any shareholder upon written request to the Secretary of the company, whose address is MAXIMUS, Inc., 11419 Sunset Hills Road, Reston, Virginia 20190.

Under the process used by us for selecting new board candidates, the President and Chief Executive Officer, the Nominating and Governance Committee or other board members identify the need to add a new board member with specific qualifications or to fill a vacancy on the board. The Chairman of the Nominating and Governance Committee will initiate a search, working with staff support and seeking input from board members and senior management, hiring a search firm, if

necessary, and considering any candidates recommended by shareholders. An initial slate of candidates that will satisfy criteria and otherwise qualify for membership on the board may be presented to the Nominating and Governance Committee. A determination is made as to whether Nominating and Governance Committee members or board members have relationships with preferred candidates and can initiate contacts. The President and Chief Executive Officer and at least one member of the Nominating and Governance Committee interviews prospective candidates. The Nominating and Governance Committee meets to conduct further interviews of prospective candidates, if necessary or appropriate, and to consider and recommend final candidates for approval by the full board of directors.

The Compensation Committee is responsible for reviewing, approving, and overseeing the administration of our compensation and benefit programs, and evaluating their effectiveness in supporting our overall business objectives. Specifically, the committee is responsible for

The Chief Executive Officer provides the Compensation Committee with performance evaluations of the executive management team and recommends raises, bonuses and long-term equity awards for those executives. From time to time the Compensation Committee also uses the services of Towers Perrin to conduct peer company compensation surveys and to assist in structuring the company's overall compensation program. The Compensation Committee operates under a written charter originally adopted by the board on September 23, 2003, as subsequently amended. The Compensation Committee's charter, as amended and currently in effect, is available on our Corporate Governance web page at www.maximus.com/investor-relations/corporate-governance. A printed copy is available, without charge, to any shareholder upon written request to the Secretary of the company, whose address is MAXIMUS, Inc., 11419 Sunset Hills Road, Reston, Virginia 20190.

The members of the Compensation Committee are Marilyn R. Seymann (Chair), Russell A. Beliveau, John J. Haley, Paul R. Lederer, Peter B. Pond, Raymond B. Ruddy and James R. Thompson, Jr., each of whom is independent as defined by applicable New York Stock Exchange listing standards governing the qualifications of compensation committee members in effect on the date of this proxy statement.

The Compensation Committee held five meetings during fiscal year 2009. For additional information regarding the committee, see "Compensation Committee Report" below.

We encourage members of the board of directors to attend the annual meeting of shareholders. All of our directors attended the 2009 annual meeting of shareholders.

The following information sets forth biographical information for all executive officers for the past five years. Such information with respect to Richard A. Montoni, the company's Chief Executive Officer and President, is set forth above in the "Proposal 1—Election of Directors" section.

David N. Walker has served as our Chief Financial Officer and Treasurer since April 2006. He served as our Vice President and Controller from November 2002 to April 2006. Mr. Walker served as Senior Vice President, Chief Financial Officer, and Controller for LCC International, in McLean, Virginia from June 1999 through November 2002. He has more than 24 years of financial management experience.

David R. Francis has served as our General Counsel and Secretary since August 1998.

Mark S. Andrekovich has served as our Chief of Human Capital since September 2005. Since September 2008, he has also served as the President of our Tax and Employer Services Division. Prior to joining MAXIMUS, he worked for Banister International, a private human capital and executive search firm in Philadelphia, Pennsylvania, where he served as practice leader from May 2003 to September 2005. In addition, he has more than 20 years of comprehensive human resources experience with multi-national companies such as General Electric, Nordson Corporation and Cytec Industries.

John F. Boyer has served as the President of Federal Services since October 2005. Mr. Boyer served as President of our Health Services Group from October 2004 to September 2005, General Manager of our Health Services Strategic Business Unit from October 2003 to September 2004 and President of our Health Services Group from October 2001 to September 2003. Mr. Boyer has been with MAXIMUS since 1995, primarily in health-related services. Mr. Boyer has over 30 years of experience in health care delivery including clinical, administrative and managed care services.

Bruce L. Caswell has served as the President of Health Services since March 2007. Before that he was President of Operations from October 2005 to March 2007 and President of our Human Services Group from October 2004 to September 2005. Previously, he worked at IBM Corporation for nine years, serving most recently as Vice President, State and Local Government & Education Industries for IBM Business Consulting Services (BCS) in Bethesda, MD.

Akbar M. Piloti has served as the President of Human Services since March 2007. Mr. Piloti has been with MAXIMUS since 1989 and has held several senior leadership roles including President of the Workforce Services division from 2000 to 2006 and Chief Operating Officer of the Operations Segment from 2006 to 2007. Mr. Piloti has over 20 years of experience in human services delivery.

Deanne M. Wertin has served as President of Consulting since October 2008. Previously, she served as the President of Health Services, Western Region, from March 2006 through September 2008. Prior

to joining MAXIMUS she worked for BearingPoint where she was a Managing Director responsible for developing and operating Commercial and State Government healthcare consulting practices in the western region.

The Compensation Committee has reviewed the Compensation Discussion and Analysis included in this proxy statement and discussed it with the Company's management. Based on this review and discussion, the Compensation Committee recommended that the Compensation Discussion and Analysis be included in the Company's annual report on Form 10-K for the year ended September 30, 2009 and this Proxy Statement.

Marilyn R. Seymann, Chair
Russell A. Beliveau
John J. Haley
Paul R. Lederer
Peter B. Pond
Raymond B. Ruddy
James R. Thompson, Jr.

All members of the Compensation Committee are independent outside directors. There are no compensation committee interlocks with other entities with respect to any member of the Compensation Committee.

The Compensation Committee of our board of directors reviews and establishes the compensation of our executive officers, including the named executive officers, and provides oversight of our compensation programs. The Compensation Committee consists entirely of non-employee, independent members of our Board of Directors and operates under a written charter approved by the Board of Directors.

During 2009, the Compensation Committee engaged a consulting firm, Towers Perrin, to assist it in carrying out its responsibilities with respect to executive compensation. Towers Perrin was asked to review market conditions and peer company practices and to evaluate the Company's executive compensation programs against those benchmarks. Towers Perrin performed market analyses of peer group companies and the general market for executive talent, and made recommendations to the Compensation Committee as to the form of and incentive opportunities for executive compensation.

Information on the Compensation Committee's processes and procedures for the consideration and determination of executive and director compensation is included under the caption "Corporate Governance and the Board of Directors—Committees of the Board—Compensation Committee."

The primary objective of our executive compensation program is to attract and retain highly skilled and motivated executive officers who will manage the company in a manner that promotes our growth

and profitability and advances the interests of our shareholders. Additional objectives of our executive compensation program are to:

The Company's primary focus is on longer-term earnings growth. Accordingly, we endeavor to align our compensation with building shareholder value and encouraging sound long-term decision making by our executives.

Our executive compensation program consists of base salaries, cash incentive payments in the form of annual bonuses and long-term equity incentives in the form of restricted stock units ("RSUs") and stock options. These components of executive compensation are used together to strike an appropriate balance between cash and equity compensation and between short-term and long-term incentives. We expect a significant portion of an executive officer's total compensation to be at risk, tied both to our annual and long-term performance as well as to the creation of shareholder value. In particular, we believe that short-term annual cash incentive compensation should be tied directly to both corporate performance and individual performance for the fiscal year, including the achievement of identified goals as they pertain to the areas of our operations for which the executive officer is personally responsible and accountable and other strategic objectives that will grow long-term shareholder value. Under our program, performance above targeted standards results in increased total compensation, and performance below targeted standards results in decreased total compensation.

The Compensation Committee regularly reviews our executive compensation program and its elements. All decisions by the Compensation Committee relating to the compensation of our executive officers are reported to the full board of directors.

The Company's Chief Executive Officer, the General Counsel/Secretary and the Chief of Human Capital regularly attend Compensation Committee Meetings. They are primarily responsible for providing analysis and recommendations to the Committee. In addition, the Secretary is responsible for documenting the minutes of each meeting, and the Chief Executive Officer and the Chief of Human Capital oversee the implementation of the Committee resolutions.

In determining the compensation of our executive officers, the Committee evaluates total overall compensation, as well as the mix of salary, cash bonus incentives and equity incentives, using a number of factors including the following:

With respect to comparative industry data, the Compensation Committee reviews executive compensation (including the mix of base salary, bonus and equity compensation elements) and evaluates compensation structures of comparable companies in a designated peer group established by the Compensation Committee, with assistance from its executive compensation consultants, Towers Perrin.

The elements of our compensation program in 2009 included base annual salary, short-term incentive compensation under our Management Bonus Plan ("MBP"), and long-term incentives through equity-based awards under our 1997 Equity Incentive Plan. We provide certain retirement benefits through our 401(k) savings plan. We also provide health and welfare benefits that include participation in our health, dental and vision plans and various insurance plans, including disability and life insurance.

Each of the three principal components of executive compensation is designed to reward and provide incentives to executive officers consistent with our overall policies and principles on executive compensation. These components and the rationale and methodology for each are described below. Specific information on the amounts and types of compensation earned by the named executive officers during 2009 can be found in the Summary Compensation Table and other tables and narrative disclosures following this discussion.

Our base salary philosophy is to provide reasonable current income to our named executive officers in amounts that will attract and retain individuals with a broad, proven track record of performance.

The Compensation Committee approves the salaries for the executive officers. In establishing the salaries, the Compensation Committee balances the need to offer competitive salaries that will limit turnover with the need to maintain careful control of salary and benefit expenses.

As described above, the Compensation Committee periodically reviews a compensation analysis prepared by Towers Perrin. The most recent study was conducted in September 2008. In years that a full study is not conducted, the Compensation Committee considers the average market increase for executive talent as provided by our consultants. The consultant will also conduct an annual competitive compensation review of the Chief Executive Office and Chief Financial Officer positions. The Towers Perrin study reflects that our market for executive talent is broader than just the consulting or government outsourcing sector. As such, we review base pay, cash bonus, long term equity and total compensation data from two sources. The first source includes several companies that consist of private and public companies representing the information technology, outsourcing, and management consulting industries without regard to company size or market capitalization. In 2009, our peer group included the following companies:

The Compensation Committee periodically reviews these companies to determine whether they are a representative cross section of the companies with which MAXIMUS competes for executive talent. The Compensation Committee utilizes the Towers Perrin Industry Survey, adjusted for revenue size, as its second comparator group. This survey reflects a large cross section of general industry companies

and provides the Compensation Committee with a broad industry comparison. Individual salaries (except for the salary of the Chief Executive Officer) are recommended by the Chief Executive Officer to the Compensation Committee based on his subjective assessment in each case of the nature of the position, as well as the contribution, performance and experience of the executive officer.

In making salary determinations for 2009, the Compensation Committee evaluated the performance of the executive officers based on overall company financial performance, business unit financial performance, achievements in implementing our long-term strategy, and the recommendations of the Chief Executive Officer. The Compensation Committee gives meaningful weight to the recommendations of the Chief Executive Officer, but the final decisions regarding executive salaries are made by the Compensation Committee. The Chief Executive Officer does not provide any input to the Compensation Committee regarding his own salary. That is determined by the Compensation Committee with the assistance and advice of the outside consultant.

As President and Chief Executive Officer, Mr. Montoni is compensated pursuant to an employment agreement, which is described under "Supplemental discussion of Compensation" below. He is eligible for base salary increases and bonuses as the Compensation Committee may determine. In making this determination for 2009, the Compensation Committee evaluated the performance of the Chief Executive Officer based on our financial performance, achievements in implementing our long-term strategy, and the personal observations of the Chief Executive Officer's performance by the members of the Board of Directors. As with executive officers generally, the Compensation Committee also considered compensation information provided by Towers Perrin. No particular weight was given to any particular aspects of the performance of the Chief Executive Officer. As described below, Mr. Caswell is also compensated pursuant to an employment agreement.

The annual base salaries for our named executive officers for 2009 and the percentage change from 2008 are as follows:


Name and Position	2009 Annual Salary		Percent Change From 2008	2010 Annual Salary		Percent Change From 2009
Richard A. Montoni Chief Executive Officer	$	700,000		7.7	%	$	700,000	0	%
David N. Walker Chief Financial Officer	$	410,000		5.1	%	$	410,000	0	%
Mark S. Andrekovich Chief of Human Capital and President Tax and Employer Services	$	389,000		5.1	%	$	389,000	0	%
John F. Boyer President of Federal Services	$	412,000		3.0	%	$	412,000	0	%
Bruce L. Caswell President of Health Services	$	431,000		5.1	%	$	431,000	0	%

In light of the current economic challenges facing many of the Company's state and local government clients, and in furtherance of the Compensation Committee's desire to emphasize variable incentive compensation over base salaries, none of the executive officers of the Company will receive an increase in base salary for 2010.

Annual cash bonuses, under the Company's Management Bonus Plan ("MBP"), provide an opportunity for employees and executives to earn additional cash rewards for business and individual success. The amount of an individual's target MBP award is set as a percentage of base pay. The Compensation Committee established the percentages based on survey information provided by Towers Perrin, and they are intended to link a substantial portion of an executive's compensation to the overall

performance of the Company. The actual bonus pool is determined by the Company achieving specific levels of EPS performance at threshold, target and superior levels. EPS performance over superior level would result in additional bonus pool funding. These EPS goals are set by the Board at the beginning of the fiscal year and are aligned with shareholder expectations. At the end of the fiscal year, the Committee evaluates the Company's EPS and strategic performance and approves the final amount of the bonus pool. Once the bonus pool is determined, individual awards are based on a combination of business unit and individual contributions.

Each executive's target bonus is set as a percent of base pay as follows: Mr. Montoni 70%; Mr. Walker 45%; Mr. Andrekovich 45%; Mr. Boyer 45%; and Mr. Caswell 45%. In the case of Mr. Montoni, Mr. Walker and Mr. Andrekovich, the Compensation Committee awards cash bonuses primarily based on the Company's achieving its EPS goals and other important corporate-wide initiatives. In 2009 those initiatives included improving the risk profile of the Company's portfolio of projects, winning key rebid opportunities and new work, developing the management succession plan, expanding the Company's international operations and positioning the Company for future growth. In the case of Mr. Boyer and Mr. Caswell awards are primarily based on the Compensation Committee's determination of the financial performance of their respective business units compared with the plans set for those units at the beginning of the year. The actual awards reflect the contributions and impacts of the officers relative to their responsibilities.

If the threshold level of performance is met, the Committee retains discretion to increase or decrease the bonus pool by 25%. If the threshold EPS level is not met, the Committee may fund a discretionary bonus pool to recognize individuals or groups of individuals who make exceptional contributions to the Company and to encourage retention of employees and executives. If the superior level of performance is exceeded, the bonus pool will be increased proportionately.

In 2009, the Company did not meet its EPS threshold performance levels but did achieve important strategic objectives. Therefore, the Committee used the discretion afforded it under the plan to fund the bonus pool in the amount of $6 million. That amount was determined to be sufficient by the Committee to reward key contributors while also recognizing that the company fell short of its financial objectives for the year. Mr. Montoni received a bonus of $500,000 or 102% of his target bonus. That amount reflected Mr. Montoni's success in delivering very good earnings results in a difficult economic climate which resulted in a record-level stock price, overseeing significant strategic contract wins in the United Kingdom, Australia, California and Texas, and significantly improving the risk profile of the Company's portfolio of projects. Mr. Walker earned a $200,000 bonus, or 108% of his target bonus, in recognition of his contributions to the financial performance of the Company including earnings growth from continuing operations of 8.2% over the previous year. Mr. Andrekovich earned a $135,000 bonus, or 77% of his target bonus, in recognition of his efforts in connection with the management succession plan as well as a record level of sale in the Company's Tax Credit and Employer Services Division. Mr. Caswell earned a $250,000 bonus, or 129% of his target bonus, reflecting the solid operating results of the Health segment and his emergence as a noted expert in health care reform issues. Mr. Boyer earned a $150,000 bonus, or 81% of his target bonus, reflecting the performance of the Federal business unit and his leadership of initiatives in the Health Vertical.

Based on the foregoing, the bonuses awarded to the named executive officers for 2009 and 2008 were as follows:

The Compensation Committee may provide equity incentives to executive officers through long-term awards. In 2009, long-term equity incentives were made to executive officers in the form of restricted stock units ("RSUs"). These awards provide executive officers with an opportunity to accumulate our common stock and build wealth related to that ownership. The goal of the Compensation Committee in granting equity incentives is to directly link an executive's compensation opportunities with shareholder value creation.

Long-term equity is awarded at the discretion of the Compensation Committee using various factors including retention considerations, individual performance of the executive, increases or decreases in an executive's job responsibilities and financial performance of the Company. The target award levels are based on the 50^th percentile of the Towers Perrin Total Compensation Study. For Mr. Montoni the target level is 2.5 times base salary, and for Mr. Walker, Mr. Andrekovich, Mr. Boyer and Mr. Caswell the target is 1.25 times base salary. Those targets are designed to link a significant portion of an executive's overall compensation and wealth to the long-term success of the company.

The Compensation Committee also employed a multi-year vesting of equity incentive awards. Before 2009, RSUs typically vested in equal installments over a six-year period. For awards in 2009 and later, RSUs will vest in equal installments over a five-year period. The Compensation Committee believes that multi-year vesting focuses executive officers on consistent long-term growth of shareholder value and encourages retention.

Long-term equity awards are generally awarded at the conclusion of the fiscal year and take into consideration the overall performance of the company, individual performance, the size and scope of the executive's responsibility and the retention objectives of the Company. Target award levels are based on an individual's base salary for the year just ended. In fiscal year 2009, Mr. Montoni received a long-term equity award valued at $1,500,000 or approximately 92% of his target award; Mr. Walker received an award valued at $500,000 or approximately 103% of his target award; Mr. Andrekovich received an award valued at $450,000 or approximately 97% of his target award; Mr. Boyer received an award valued at $400,000 or approximately 80% of his target award; and Mr. Caswell received an award valued at $850,000 or approximately 166% of his target award.

We provide additional compensation to our executive officers through various plans which are also available to some or all of our employees. These plans are described below.

Under our MAXIMUS, Inc. 401(k) Savings Plan, a tax-qualified retirement savings plan, participating employees, including our named executive officers ("NEOs"), may contribute up to 75% of eligible earnings on a before-tax basis, up to a limit of $16,500, into their 401(k) Plan accounts. In addition, under the 401(k) Plan, the company matches an amount equal to fifty cents for each dollar contributed by participating employees on the first 6% of their eligible earnings up to a maximum of $7,350. Amounts held in the 401(k) Plan accounts may not be withdrawn prior to the employee's termination of employment, or such earlier time as the employee reaches the age of 59¹/2, subject to certain exceptions set forth in the regulations of the IRS.

For purposes of voluntary contributions, no more than $245,000 of annual compensation may be taken into account in computing benefits under the 401(k) Plan. Participants who reach age 50 before year end may also contribute, on a before-tax basis and without regard to the $16,500 limit, catch-up contributions of up to $5,500 per year which are not eligible for the employer match.

We maintain the 401(k) Plan for our employees, including our NEOs, because we wish to encourage our employees to save some percentage of their cash compensation for their eventual retirement. The 401(k) Plan permits employees to make such savings in a manner that is relatively tax efficient.

The MAXIMUS Deferred Compensation Plan is a non-tax-qualified, deferred compensation plan offered by the company to certain highly-compensated employees including the NEOs. A participant may elect to defer receipt of up to 80% of salary, 100% of bonus payments and any excess 401(k) Plan refunds. Participants may also defer receipt of all or a portion of their RSU awards. Participants choose from investment alternatives which are used to measure the gains or losses that will be attributed to the participant's deferral account over time. RSU awards are maintained as stock units and distributed only in the form of shares of the company's stock. The company does not match any deferrals nor guarantee any earnings. As required by IRS regulations, deferral elections are made in a year prior to the year in which the compensation is earned. Elections for the distribution of deferrals may be made during employment as an in-service withdrawal, in a lump sum or installments upon termination of employment, or as a lump sum payment in the event of a change in control of the company. Distribution elections may be changed in accordance with IRS rules. The company funds the plan through variable universal life insurance. Participants in the plan are general creditors of the company for payment of their deferral accounts. The plan has been amended to comply with Section 409A of the Internal Revenue Code.

On March 21, 2006, the board adopted an Income Continuity Program for our employees designated as "officers" under Section 16 of the Securities Exchange Act of 1934, as amended. The program provides each participant with compensation, benefits and rights if the following events occur:

The compensation, benefits and rights to which a participant would be entitled in such an event include the following items:

The program also provides for the continuation of indemnification and director's and officer's liability insurance coverage as permitted by law and the potential reimbursement of the participant's costs and expenses in connection with any legal proceedings relating to the program.

The term of the program will continue through December 31, 2009, with automatic one-year renewals commencing on December 31, 2009 and each December 31 thereafter, unless we notify participants no later than October 31 of a particular year that we will not extend the program. The program nevertheless will remain in effect for not less than three years following a change of control.

The lump sum cash payment for each of the named executive officers, if his employment had been terminated in 2009 following a change in control, is reflected in the table below. Each amount reflects current salary and target bonus and includes an estimated amount for continued employee benefits and outplacement and financial planning services, as described above.

Section 162(m) of the Internal Revenue Code, enacted in 1993, generally disallows a tax deduction to a public company for compensation over $1 million paid to its chief executive officer and its four other most highly compensated executive officers. If the Committee believes that it is in the best interest of the company, it would exercise discretion in setting compensation above this amount, and it did so in employing Mr. Montoni as President and Chief Executive Officer. None of the other executive officers has received compensation in excess of this threshold amount.

If certain performance-based requirements are met, qualifying compensation will not be subject to this deduction limit. MAXIMUS currently intends to structure its stock options grants to executive officers in a manner that meets these performance-based requirements.

In the tables and discussion below, we summarize the compensation earned during 2007, 2008 and 2009 by (1) our chief executive officer, (2) our chief financial officer, and (3) each of our three other most highly compensated executive officers who earned more than $100,000 in total compensation for services rendered in all capacities during 2009, collectively referred to as the "named executive officers."

As described below, we have entered into employment agreements with Richard A. Montoni and Bruce L. Caswell. We have not entered into employment agreements with any of the other named executive officers. All compensation that we pay to our named executive officers is determined as described above in our "Compensation Discussion and Analysis" section.

On April 21, 2006, we entered into an Executive Employment, Non-Compete and Confidentiality Agreement with Richard A. Montoni in connection with his recruitment and appointment as our Chief Executive Officer and President, effective April 24, 2006. The employment agreement has a four-year term, provided that it may be terminated (i) upon the mutual written consent of the parties, (ii) in the event of Mr. Montoni's death or inability to perform his duties for a continuous period of 120 days or more or (iii) by us for "cause," as defined in the MAXIMUS, Inc. Income Continuity Plan. In December 2009, we extended Mr. Montoni's agreement for an additional four-year term.

Pursuant to the employment agreement, Mr. Montoni received an initial annual salary of $600,000 which was increased in fiscal year 2009 to $700,000. Upon the effective date of the agreement, he also received 112,500 restricted stock units ("RSUs") pursuant to the terms of our 1997 Equity Incentive Plan and health, disability and life insurance and other benefits and expense reimbursements consistent with our past practices for similarly situated executives. The RSUs vest in three annual installments on March 31, 2007, March 31, 2008 and March 31, 2009 and provide for accelerated vesting in the event of a "change of control" (as defined in the Income Continuity Plan). Mr. Montoni also received a cash payment of $300,000 upon signing the employment agreement. The salary, bonus and equity awards provided to Mr. Montoni under his agreement were the result of a negotiation and were determined by the Compensation Committee to be necessary to induce Mr. Montoni to accept the Chief Executive Officer position.

Pursuant to the employment agreement, Mr. Montoni is eligible to receive an annual cash bonus under our annual bonus program based on his performance and our performance. Mr. Montoni's targeted bonus is set at 70% of his base salary. Mr. Montoni also became a participant in the Income Continuity Plan and is entitled to participate in stock option or similar plans that currently exist, or that may be established, by us from time to time, provided that we agree to adjust any vested or unvested equity awards in the event that we declare an "extraordinary dividend," as defined in the employment agreement.

If Mr. Montoni's employment is terminated in connection with a change of control, he will be entitled to receive payments and benefits under the Income Continuity Plan only. If Mr. Montoni's employment is terminated without cause, or Mr. Montoni terminates his employment for "good reason" (as defined in the Income Continuity Plan), prior to the expiration of the term of the employment agreement, Mr. Montoni will be entitled to receive the greater of (i) base salary and all benefits described above for the remainder of the term, including the vesting of units and stock options or (ii) the severance benefits specified in the severance guidelines adopted by our compensation committee on March 21, 2006.

The employment agreement subjects Mr. Montoni to confidentiality obligations, and contains certain customary non-compete restrictions on his present and future employment for a period of one year after his termination.

Mr. Caswell's agreement was effective as of October 1, 2004 and continued for a two-year term through October 1, 2006 at which point it converted to a month-to-month term. The agreement provided for an initial base salary of $350,000 and an initial target cash bonus of 30% of annual base salary, with annual reviews for increases. The agreement also expressly provided for the award of options to acquire 140,000 shares of common stock and 3,000 RSUs. In the event that Mr. Caswell terminates employment for "good reason" (as defined in his agreement), he would be entitled to

receive a lump-sum severance payment equal to six months' base salary and the pro-rated portion of the current annual target bonus. In 2006, Mr. Caswell was included in the Company's Income Continuity Plan which provides for enhanced severance benefits in the event of employment termination following a change of control. As a result, Mr. Caswell will receive the greater of the severance benefits provided by his employment agreement or those under the Income Continuity Plan depending on the circumstances of the employment termination. The employment agreement also provides that Mr. Caswell will not compete with us during the term of his employment and for two years after its termination and that he will maintain our trade secrets in strict confidence.

The following table contains information concerning potential payouts under the Management Bonus Plan as well as actual grants of stock options and stock awards to each of the named executive officers during the fiscal year ended September 30, 2009.

Dividends are not paid on stock options. Dividends are paid on unvested RSUs in the form of additional RSUs. Those additional RSUs vest over the same period as the underlying awards on which they are paid. Once RSUs vest, they become shares of stock and are entitled to cash dividends and possess all other features of the company's common stock. Stock options vest in equal annual installments over a four-year period. Before 2009, RSUs vested in equal annual installments over a six-year period. Beginning in 2009, RSU awards vest in equal installments over five years.

As noted above, Mr. Montoni and Mr. Caswell have employment agreements with the company. The other NEOs are at-will employees.

In the table below, we list information on the holdings of unexercised stock options and unvested stock awards as of September 30, 2009 for each of the named executive officers.

In the table below, we list information on the exercise of stock options and the vesting of stock awards during the year ended September 30, 2009 for each of the named executive officers.

In the table below, we show the changes in the balance of the named executive officers' nonqualified deferred compensation plans during the year ended September 30, 2009.

In the table below, we summarize the compensation paid to our non-employee directors in 2009.

Directors who are also MAXIMUS employees do not receive additional compensation for their services as directors. Outside directors were paid as follows through fiscal year 2009:

From time to time, the Board may establish special committees to oversee particular matters. Directors receive $2,500 per special committee meeting.

Prior to March 21, 2006, we used stock options instead of RSUs as the form of equity-based compensation for the directors' annual retainers and awards. Each RSU represents one share of common stock that is restricted due to a vesting period.

We also permit our directors to participate in the health plan that we offer to our employees, although each director that elects to participant must pay the full cost of his or her own premiums in the plan. Currently, Mr. Beliveau, Mr. Pond and Mr. Ruddy are participants in this plan.

The board of directors reviews and evaluates transactions involving the company and related persons, including its officers, directors and principal shareholders in accordance with the requirements of the New York Stock Exchange. James R. Thompson, Jr., who has served as one of our directors since March 2001, is a partner at the law firm of Winston & Strawn in Chicago. Winston & Strawn has provided certain specialized legal services to MAXIMUS from May 2000 to the present as described in "Corporate Governance and the Board of Directors—Corporate Governance Guidelines." As discussed, the board of directors has reviewed the company's relationship with Winston & Strawn and has determined that it serves the best interests of the company and its shareholders.

The Audit Committee and the board of directors has appointed, and requests shareholder ratification of, the firm of Ernst & Young LLP as independent public accountants to audit our consolidated financial statements for the fiscal year ending September 30, 2010. Ernst & Young LLP has audited our consolidated financial statements for the fiscal years ended September 30, 2009 and 2008. A majority of the votes cast by holders of common stock is required for the ratification of the appointment of the independent public accountants.

Representatives of Ernst & Young LLP are expected to be present at the meeting, will have an opportunity to make a statement, if they desire to do so, and are expected to be available to respond to appropriate questions from shareholders.

Although our Amended and Restated Bylaws do not require stockholder ratification or otherwise, as a matter of good corporate governance, the Board of Directors is requesting that stockholders ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2010.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2010.

The Audit Committee operates under a written charter that the board of directors has adopted. The members of the Audit Committee are independent as that term is defined in the listing standards of the New York Stock Exchange.

Fees for audit services totaled approximately $983,355 in the 2009 fiscal year and approximately $983,372 in the 2008 fiscal year. These fees include fees associated with the annual audit, the reviews of our quarterly reports on Form 10-Q, Sarbanes-Oxley Act Section 404 attest services and statutory audits required internationally.

Fees for audit-related services primarily included services related to divestitures and totaled approximately $144,995 in the 2009 fiscal year and approximately $1,500 in the 2008 fiscal year. Audit-related services principally include due diligence services and accounting consultations.

Fees for tax services, including tax advice and tax planning, totaled approximately $21,260 in the 2009 fiscal year and approximately $111,010 in the 2008 fiscal year.

There were no fees for other services rendered to us by Ernst & Young LLP for the 2009 and 2008 fiscal years, other than the fees disclosed in the preceding three paragraphs of this proxy statement.

The Audit Committee is composed of five directors, each of whom is independent within the meaning of the listing standards of the New York Stock Exchange and SEC regulations. The Audit Committee operates under a written charter adopted by the Board of Directors. The Audit Committee reviews its charter at least annually and revises it as necessary to ensure compliance with current regulatory requirements.

In this context, the Audit Committee has met and held discussions with management and Ernst & Young LLP, our independent registered public accounting firm. Management represented to the Audit Committee that our consolidated financial statements for the year ended September 30, 2009 were prepared in accordance with U.S. generally accepted accounting principles. The Audit Committee has reviewed and discussed these consolidated financial statements with management and Ernst & Young LLP, including the scope of the independent registered public accounting firm's responsibilities, critical accounting policies and practices used and significant financial reporting issues and judgments made in connection with the preparation of such financial statements.

The Audit Committee has discussed with Ernst & Young LLP the matters required to be discussed by Statement on Auditing Standards No. 114, as amended (AICPA, Professional Standards, Vol. 1. AU section 380). The Audit Committee has also received the written disclosures and the letter from Ernst & Young LLP relating to the independence of that firm as required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and has discussed with Ernst & Young LLP the firm's independence from the company.

In addition, the Audit Committee has discussed with management its assessment of the effectiveness of internal control over financial reporting and has discussed with Ernst & Young LLP its opinion as to both the effectiveness of our internal control over financial reporting and management's assessment thereof.

Based upon its discussions with management and Ernst & Young LLP and its review of the representations of management and the report of Ernst & Young LLP to the Audit Committee, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended September 30, 2009 for filing with the Securities and Exchange Commission.

Peter B. Pond (Chair)
Paul R. Lederer
Raymond B. Ruddy
Marilyn R. Seymann
Wellington E. Webb

The Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax services, and other services performed by the independent auditor. The policy provides for pre-approval by the Audit Committee of permitted services before the independent auditor is engaged to perform it. The Audit Committee has delegated to the Chair of the Audit Committee authority to approve permitted services.

Generally, our bylaws require a shareholder who wishes to bring business before or propose director nominations at an annual meeting to give written notice to our Corporate Secretary at least 45 days before the meeting. However, if we have given less than 60 days notice or public disclosure of the meeting, then we must receive a shareholder's notice within 15 days after our notice or disclosure was given. A shareholder notice must describe the proposed business or nominee and identify the shareholder making the proposal or nomination.

Any proposal you intend to present at the 2010 Annual Meeting of Shareholders must be received by MAXIMUS at our principal office at 11419 Sunset Hills Road, Reston, Virginia 20190, Attention: Corporate Secretary, not later than September 30, 2010 if you wish to have it included in the proxy statement and form of proxy for that meeting.

In addition, if we do not receive your proposal for presentation at the 2011 Annual Meeting at least 45 days before the meeting, then our management proxies will be permitted to use their discretionary voting authority when the proposal is raised at the annual meeting, without having advised shareholders of the proposal in the proxy statement for the 2011 Annual Meeting.

Our 2009 Annual Report, which includes our Annual Report on Form 10-K for our 2009 fiscal year as filed with the SEC on November 17, 2009, is being made available to you on the Internet along with this notice and proxy statement on or about January 25, 2010. Upon written request, we will provide any recipient of this proxy statement, free of charge, one copy of our complete Annual Report on Form 10-K for our 2009 fiscal year. Requests should be directed to the Vice President of Investor Relations, MAXIMUS, Inc., 11419 Sunset Hills Road, Reston, Virginia 20190.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

MAXIMUS, INC.
Annual Meeting of Shareholders
March 18, 2010 11:00 a.m.
This proxy is solicited by the Board of Directors

The shareholder hereby appoints David N. Walker, Dominic A. Corley and David R. Francis, and each of them acting singly, as the attorneys and proxies of the shareholder, with the full power of substitution, and hereby authorizes them to represent and to vote, as designated on this ballot, all of the shares of capital stock of MAXlMUS, Inc. that the shareholder is entitled to vote at the Annual Meeting of Shareholders to be held on March 18, 2010, and at all adjournments thereof, at the corporate headquarters at 11419 Sunset Hills Road in Reston, Virginia, hereby revoking any proxy heretofore given with respect to such shares.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.


• CACI		• SAIC
• Ciber		• Sapient
• ManTech International		• SRA International
• Navigant Consulting		• Unisys
• Perot Systems

Level	FY09 EPS		Bonus Pool Funding Amount

Threshold	$	3.00	$	7,500,000
Target	$	3.14	$	10,000,000
Superior	$	3.25	$	12,500,000

	Cash-Based								Equity-Based

Name	Cash Severance		Misc. Benefits		Excise Tax Gross Up		Total Cash-Based		Stock-Based Awards		Total Pre-Tax Benefit
	($)		($)(1)		($)		($)		($)		($)
Richard A. Montoni Chief Executive Officer		3,570,000		95,000		1,933,764		5,598,764		4,714,973		10,313,737
David N. Walker Chief Financial Officer		1,189,000		80,000		809,704		2,078,704		1,767,384		3,846,088
Mark S. Andrekovich Chief of Human Capital and President Tax and Employer Services		1,128,100		80,000		713,458		1,921,558		1,226,995		3,148,553
John F. Boyer President of Federal Services		1,194,800		80,000		—		1,274,800		1,449,382		2,724,182
Bruce L. Caswell President of Operations		1,249,900		80,000		787,853		2,117,753		1,650,936		3,768,689

Name and Principal Position			Salary		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		All Other Compensation		Total

			($)		($)(1)		($)(2)		($)		($)(3)		($)
Richard A. Montoni		2009		700,000		1,212,113		607,486		500,000		7,350		3,026,949
	Chief Executive Officer	2008		650,000		1,544,869		682,030		400,000		7,050		3,283,949
		2007		600,000		1,444,104		605,569		280,000		6,600		2,936,273
David N. Walker		2009		410,000		252,203		145,427		200,000		7,350		1,014,980
	Chief Financial Officer	2008		390,000		132,305		145,825		130,000		7,050		805,180
		2007		315,000		67,071		146,951		100,000		6,922		635,944
Mark S. Andrekovich		2009		389,000		193,694		164,770		135,000		7,115		889,579
	Chief of Human Capital	2008		370,000		97,659		173,792		80,000		29,783		751,234
	and President Tax and	2007		360,000		49,824		173,413		70,000		24,100		677,337
	Employer Services
John F. Boyer		2009		412,000		253,880		61,280		150,000		7,134		884,294
	President of Federal Services	2008		400,000		172,066		225,258		80,000		6,817		884,141
		2007		395,000		131,925		409,969		70,000		28,392		1,035,286
Bruce L. Caswell		2009		431,000		168,469		281,558		250,000		7,350		1,138,377
	President of Operations	2008		410,000		27,882		448,950		135,000		7,050		1,028,882
		2007		395,000		—		337,338		120,000		6,600		858,938

	Possible Payouts Under Non-Equity Incentive Plan Awards(1)

							All Other Stock Awards: Number of Shares of Stock or Units
											Grant Date Fair Value of Stock and Option Awards
Name	Threshold		Target		Superior				Grant Date		Grant Date Fair Value of Stock and Option Awards
	($)(2)		($)(3)		($)(4)		(#)				($)(5)
Richard A. Montoni		245,000		490,000		735,000		50,607		11/10/08		1,500,000
David N. Walker		92,250		184,500		276,750		16,869		11/10/08		500,000
Mark S. Andrekovich		87,525		175,050		262,575		15,182		11/10/08		450,000
John F. Boyer		92,700		185,400		278,100		13,495		11/10/08		400,000
Bruce L. Caswell		96,975		193,950		290,925		28,678		11/10/08		850,000

Name and Age	Business Experience and Other Directorships

Richard A. Montoni Age: 58	Richard A. Montoni was named Chief Executive Officer and President of MAXIMUS in April 2006. Previously, Mr. Montoni served as our Chief Financial Officer and Treasurer from March 2002 to March 2006. Mr. Montoni served as Chief Financial Officer for Towers Perrin, a global professional services firm, during April 2006 before rejoining MAXIMUS and his appointment as Chief Executive Officer and President. Before his employment with MAXIMUS, he served as Chief Financial Officer and Executive Vice President for Managed Storage International, Inc. in Broomfield, Colorado from December 2000 to August 2001. From October 1996 to December 2000, he was Chief Financial Officer and Executive Vice President for CIBER, Inc., a NYSE-listed company in Englewood, Colorado where he also served as a director until March 2002. Before joining CIBER, he was an audit partner with KPMG, LLP, where he worked for nearly 20 years. Mr. Montoni holds a Masters Degree in Accounting from Northeastern University and a Bachelor of Science degree in Economics from Boston University.	2006
Raymond B. Ruddy Age: 66	Raymond B. Ruddy has served as one of our directors since August 2004 and Vice Chairman of the Board of Directors since September 2005. Mr. Ruddy retired from MAXIMUS in August 2001. Before his retirement Mr. Ruddy served as the Chairman of the Board of Directors from 1985 to 2001 and President of our Consulting Group from 1989 to 2000. From 1969 until he joined us, Mr. Ruddy served in various capacities with Touche Ross & Co., including Associate National Director of Consulting from 1982 until 1984 and Director of Management Consulting (Boston, Massachusetts office) from 1978 until 1983. Mr. Ruddy received his M.B.A. from the Wharton School of Business of the University of Pennsylvania and his B.S. in Economics from Holy Cross College.	2004

Name and Age		Business Experience and Other Directorships		Director Since

Wellington E. Webb Age: 68		Wellington E. Webb has served as one of our directors since his election in September 2003. Since 2003 Mr. Webb has served as President of Webb Group International, an economic development and public relations consulting firm. Mr. Webb completed his third, four-year term as Mayor of the City and County of Denver, Colorado in 2003. Prior to first being elected as Mayor in 1991, he served at the state, local, and federal levels in several capacities including Denver City Auditor, Executive Director of the Colorado Department of Regulatory Agencies, and Regional Director of the U.S. Department of Health Education and Welfare. Mr. Webb's distinguished public career began in 1972 when he was elected to the Colorado House of Representatives. In 2009 Mr. Webb was nominated by President Obama and approved by the Senate to be Alternate Representative of the United States of America to the Sixty-fourth Session of the General Assembly of the United Nations. Mr. Webb holds a B.A. in Sociology from the Colorado State College at Greeley and a M.A. in Sociology from the University of Northern Colorado. He also holds honorary Doctorates from the University of Colorado at Denver, Metropolitan State College of Denver, University of Northern Colorado, Greeley Colorado and The American Baptist Seminary, Berkeley California.			2003

Name	Age	Position

Richard A. Montoni	58	Chief Executive Officer, President and Director
David N. Walker	51	Chief Financial Officer and Treasurer
David R. Francis	48	General Counsel and Secretary
Mark S. Andrekovich	48	Chief of Human Capital and President Tax and Employer Services
John F. Boyer	62	President of Federal Services
Bruce L. Caswell	43	President of Health Services
Akbar Piloti	52	President of Human Services
Deanne M. Wertin	43	President of Consulting

	Option Awards								Stock Awards

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested			Market Value of Shares or Units of Stock That Have Not Vested
	(1)		(1)		($)				(#)			($)(2)
Richard A. Montoni		169,125		56,375		29.57		06/20/12
										628	(3)		29,297
										2,179	(5))		101,531
										4,523	(6)		210,796
										30,826	(8)		1,436,479
										42,421	(9)		1,976,805
David N. Walker		37,500		12,500		35.09		05/01/12
		1,750		0		24.40		11/18/12
										167	(4)		7,781
										19	(10)		891
										93	(5)		4,313
										709	(6)		33,047
										2,514	(6)		117,140
										4,959	(7)		231,093
										12,239	(8)		570,326
										14,140	(9)		658,919
Mark S. Andrekovich		30,000		0		38.21		09/12/11
										1,676	(5)		78,093
										4,165	(7)		194,109
										7,764	(8)		361,780
										12,726	(9)		593,013
John F. Boyer		14,054		4,684		36.69		01/03/12
		70,000		0		34.90		03/01/14
										586	(4)		27,328
										2,179	(5)		101,531
										3,416	(6)		159,187
										4,165	(7)		194,109
										8,449	(8)		393,702
										11,311	(9)		527,107
Bruce L. Caswell		50,000		0		27.94		10/18/14
		37,500		12,500		34.73		10/18/15
		10,000		10,000		27.27		10/18/16
		5,000		15,000		46.20		10/18/17
										503	(4))		23,437
										3,425	(8)		159,609
										24,039	(9)		1,120,214

	Option Awards				Stock Awards

Name	Number of Shares Acquired on Exercise		Value Realized On Exercise		Number of Shares Acquired on Vesting		Value Realized on Vesting
	(#)		($)(1)		(#)		($)(2)
Richard A. Montoni		—		—		55323		2,262,352
David N. Walker		—		—		7,797		329,977
Mark S. Andrekovich		20,000		160,800		5,959		254,682
John F. Boyer		10,000		135,084		7,777		325,256
Bruce L. Caswell		—		—		5,989		271,136

Name	Fees Earned or Paid in Cash		Stock Awards			Option Awards		Total

	($)		($)(1)			($)(10)		($)
Russell A. Beliveau		32,500		115,655	(2)		—		148,155
John J. Haley		0		178,135	(3)		—		178,135
Paul R. Lederer		50,000		133,214	(4)		—		183,214
Peter B. Pond		7,500		333,198	(5)		—		340,698
Raymond B. Ruddy		7,500		225,414	(6)		—		232,914
Marilyn R. Seymann		65,000		138,155	(7)		—		203,155
James R. Thompson, Jr.		—		183,191	(8)		—		183,191
Wellington E. Webb		47,500		126,148	(9)		—		173,648


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MAXIMUS, INC. 11419 SUNSET HILLS ROAD RESTON, VA 20190		ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
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