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                                                                 EXHIBIT (10)(l)
                                              As Restated As of December 1, 2001


                        THE REYNOLDS AND REYNOLDS COMPANY
                       RESTATED STOCK OPTION PLAN -- 1995


SECTION 1.  PURPOSES.

The Reynolds and Reynolds Company Restated Stock Option Plan - 1995 is intended
to promote the growth and general prosperity of The Reynolds and Reynolds
Company and its Subsidiaries, as defined in Section 2 below, by providing key
employees responsible for the policies and operations of the Company and
nonemployee directors with an additional incentive to contribute to its success
by assisting the Company in attracting and retaining the best available
personnel for positions of substantial responsibility and by increasing the
identity of interests of key employees and nonemployee directors with those of
the shareholders of the Company. It is intended that these purposes be effected
through the granting of Options, as defined in Section 2 below.

SECTION 2.  DEFINITIONS.

(a)      "ADMINISTRATOR" means the Employee Options Committee with respect to
         Employee Options and the Nonemployee Director Options Committee with
         respect to Nonemployee Director Options.

(b)      "AFFILIATE" means a person controlling, controlled by, or under common
         control with the Company.

(c)      "BOARD" means the Board of Directors of the Company.

(d)      "CHANGE IN CONTROL" shall mean the occurrence of any of the following:

         (i)      Any "person," as such term is used in Sections 13(d) and 14(d)
                  of the Securities Exchange Act of 1934, as amended (the
                  "EXCHANGE ACT") (other than Richard H. Grant, Jr., his
                  children or his grandchildren, the Company, any trustee or
                  other fiduciary holding securities under an employee benefit
                  plan of the Company or any company owned, directly or
                  indirectly, by the shareholders of the Company in
                  substantially the same proportions as their ownership of stock
                  of the Company), who is or becomes the "beneficial owner" (as
                  defined in Rule 13d-3 under the Exchange Act), directly or
                  indirectly, of securities of the Company representing twenty
                  percent (20%) or more of the combined voting power of the
                  Company's then outstanding securities;



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         (ii)     during any period of two consecutive years (not including any
                  period prior to the execution of this Plan), individuals who
                  at the beginning of such period constitute the Board, and any
                  new director (other than a director designated by a person who
                  has entered into an agreement with the Company to effect a
                  transaction described in clause (i), (iii) or (iv) of this
                  Section) who election by the Company's shareholders was
                  approved by a vote of at least two-thirds (2/3) of the
                  directors at the beginning of the period or whose election or
                  nomination for election was previously so approved cease for
                  any reason to constitute at least a majority thereof;

         (iii)    the consummation of a merger or consolidation of the Company
                  or any direct or indirect subsidiary of the Company with any
                  other corporation, other than (1) a merger or consolidation
                  which would result in the voting securities of the Company
                  outstanding immediately prior to such merger or consolidation
                  continuing to represent (either by remaining outstanding or by
                  being converted into voting securities of the surviving entity
                  or any parent thereof) more than 50% of the combined voting
                  power of the voting securities of the Company or such
                  surviving entity or parent thereof outstanding immediately
                  after such merger or consolidation or (2) a merger or
                  consolidation effected to implement a recapitalization of the
                  Company (or similar transaction) in which no "person" (as
                  hereinabove defined) is or becomes the beneficial owner,
                  directly or indirectly, of securities of the Company (not
                  including in the securities beneficially owned by such person
                  any securities acquired directly from the Company or its
                  affiliates other than in connection with the securities
                  acquired directly from the Company or its affiliates other
                  than in connection with the acquisition by the Company or its
                  affiliates of a business) representing twenty percent (20%) or
                  more of the combined voting power of the Company's then
                  outstanding securities; or

         (iv)     the shareholders of the Company approve a plan of liquidation,
                  dissolution or winding up of the Company or an agreement for
                  the sale or disposition by the Company of all or substantially
                  all of the Company's assets.

(e)      "CODE" means the Internal Revenue Code of 1986, as amended.

(f)      "COMPANY" means The Reynolds and Reynolds Company.

(g)      "DATE OF GRANT" means the date upon which the Administrator determines
         to grant an Option or such later date as may be determined by the
         Administrator at the time such grant is authorized, subject to
         satisfaction of any conditions the Administrator may place on the
         effectiveness of the grant.


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(h)      "DIRECTOR" means a member of the Board.

(i)      "EMPLOYEE OPTION" means an Option other than Nonemployee Director
         Option.

(j)      "EMPLOYEE OPTIONS COMMITTEE" means the Employee Options Committee
         referred to in Section 4(a).

(k)      "FAIR MARKET VALUE OF A SHARE" means the mean between the highest and
         lowest reported selling prices on a national securities exchange of the
         Shares as reported in the appropriate composite listing for said
         exchange on the date the value of a Share is to be determined under
         this Plan or, if no such sales occurred on that date, then on the next
         preceding date on which a sale was made. In the event the Shares of the
         Company are traded in the over-the-counter market, Fair Market Value of
         a Share means the mean between the "high" and "low" quotations in the
         over-the-counter market on the date the value of a Share is to be
         determined, as reported by the National Association of Securities
         Dealers through NASDAQ or, if no quotations are available on such date,
         then on the next preceding date on which such quotations are available.

(l)      "HE" and "HIS" also mean "She" and "Hers."

(m)      "INCENTIVE STOCK OPTION" means any Employee Option granted hereunder,
         the terms of which, at the time of grant, comply with the provisions of
         section 422 of the Code.

(n)      "NONEMPLOYEE DIRECTOR" means each Director of the Company who is not an
         employee of the Company or any Subsidiary.

(o)      "NONEMPLOYEE DIRECTOR OPTION" means an Option granted to a Nonemployee
         Director.

(p)      "NONEMPLOYEE DIRECTOR OPTIONS COMMITTEE" means the Nonemployee Director
         Options Committee referred to in Section 4(b).

(q)      "NON-QUALIFIED STOCK OPTION" means any Option granted hereunder, the
         terms of which, at the time of grant, do not comply with the provisions
         of section 422 of the Code.

(r)      "OPTION" means the right to purchase a specified number of Shares of
         the Company in accordance with the terms of this Plan and shall include
         both Employee Options and Nonemployee Director Options.

(s)      "OPTION PRICE" means the purchase price per Share specified in an
         Option granted under the Plan, which price shall be established in
         accordance with Sections 4 and 7 and may vary from one Option to
         another; provided, however, that in no event may said price be less
         than the par value of the Shares, if any; and provided further, that in
         no event may


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         said price of any Incentive Stock Option granted hereunder or a
         Nonemployee Director Option be less than the Fair Market Value of
         a Share on the Date of Grant.

(t)      "PLAN" means The Reynolds and Reynolds Company Restated Stock Option
         Plan - 1995, as amended from time to time.

(u)      "SHARE" or "SHARES" means the Class A Common Shares of the Company.

(v)      "SUBSIDIARY" means any company in which more than 50% of the voting
         stock is owned or controlled, directly or indirectly, by the Company.

(w)      "TERMINATION FOR CAUSE" means a termination of an optionee's employment
         or service on the Board (by removal or failure of the Board to nominate
         the optionee) whenever occasioned by (i) the willful and continued
         failure by the optionee to substantially perform the optionee's duties
         with the Company (other than any such failure resulting from the
         optionee's incapacity due to physical or mental illness ) after a
         written demand for substantial performance is delivered to the optionee
         by the Board, which demand specifically identifies the manner in which
         the Board believes the optionee has not substantially performed the
         optionee's duties, or (ii) the willful engaging by the optionee in
         conduct which is demonstrably and materially injurious to the Company
         or its Subsidiaries, monetarily or otherwise. For purposes of this
         definition, no act, or failure to act, on the optionee's part shall be
         deemed "willful" unless done, or omitted to be done, by the optionee
         not in good faith and without reasonable belief that the optionee's
         act, or failure to act, was in the best interest of the Company.

SECTION 3.  SHARES SUBJECT TO THE PLAN.

(a)      Subject to the adjustments required under the provisions of Section 11
         hereof, the total number of Shares which may be issued upon the
         exercise of all Options granted under the Plan shall not exceed the sum
         of:

         (i) 1,000,000 Shares; plus

         (ii) annual amounts equal to the lesser of (1) two percent (2%) of the
         total issued and outstanding Shares of the Company as of October 1 of
         each full or partial Company fiscal year during which the Plan is in
         effect beginning with the Company's fiscal year commencing October 1,
         1995; or (2) such amount calculated as of October 1, 1994 (two percent
         (2%) of 41,707,576 Shares or 834,151 Shares).

(b)      To the extent that the actual number of Shares issued upon the exercise
         of Options granted under the Plan in any such year is less than the
         maximum amount allowed


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         hereunder, such excess number of Shares may be issued upon the exercise
         of Options granted under the Plan in subsequent years.

(c)      Shares subject to the Plan may be, at the discretion of the Board,
         either authorized and unissued Shares or Shares acquired by and
         belonging to the Company as treasury shares.

(d)      If all or any part of an Option ceases to be exercisable for any
         reason, the Shares which are subject to the unexercisable portion of
         the Option shall again become available for grant under the Plan.

SECTION 4.  ADMINISTRATION OF THE PLAN.

(a)      EMPLOYEE OPTIONS.

         (i) The Board shall appoint an Employee Options Committee consisting of
         not fewer than three members of the Board to administer the Plan with
         respect to Employee Options. From time to time, the Board may increase
         the size of the Employee Options Committee and appoint additional
         members thereof, remove members (with or without cause), and appoint
         new members in substitution therefor and fill vacancies, however
         caused. No person shall serve as a member of the Employee Options
         Committee if such person is then or was, at any time within one year
         prior thereto, eligible to receive an Employee Option grant under the
         Plan or under any other plan of the Company or its Affiliates under the
         terms of which participants are, or were, eligible to receive stock,
         stock options, or stock appreciation rights of the Company or any of
         its Affiliates.

         (ii) Subject to the express terms and conditions of the Plan, the
         Employee Options Committee shall have the authority to (i) grant
         Employee Options and determine the Option Price for Shares covered by
         each Employee Option, the employees to whom Employee Options are
         granted, the time or times at which Employee Options are granted, and
         the number of Shares covered by each Employee Option; (ii) construe,
         interpret, and implement the Plan and any agreements executed in
         connection with the Plan with respect to Employee Options; (iii)
         prescribe, amend, and rescind rules and regulations relating to the
         Plan with respect to Employee Options; (iv) make all determinations
         necessary or advisable in administering the Plan with respect to
         Employee Options; (v) correct any defect, supply any omission and
         reconcile any inconsistency in the Plan with respect to Employee
         Options; and (vi) determine whether an Incentive Stock Option, a
         Non-Qualified Stock Option or a combination of the two shall be granted
         as an Employee Option. In exercising its authority under (i) above, the
         Employee Options Committee, consistent with the express provisions of
         the Plan, may take into account the nature of the services rendered by
         the respective eligible employees, their present and potential
         contributions and value to the Company's success and such other factors
         as the Employee Options Committee in its discretion shall deem
         relevant. Any action to be taken by a


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         majority of the Employee Options Committee shall be the action of the
         Employee Options Committee.

         (iii) The determination of the Employee Options Committee with respect
         to any matter relating to the Plan with respect to any Employee Option
         shall be conclusive. No member of the Employee Options Committee shall
         be liable for any action or determination made in good faith with
         respect to the Plan or any grant thereunder.

         (iv) With respect to the grant of any Employee Option, the Employee
         Options Committee may establish terms and conditions governing its
         exercise which are more restrictive than the terms and conditions
         contained in the Plan.

(b)      NONEMPLOYEE DIRECTOR OPTIONS. The members of the Board who are
         employees shall constitute the Nonemployee Director Options Committee
         and shall be responsible for the administration of the Plan with
         respect to Nonemployee Director Options. With respect to Nonemployee
         Director Options, the Nonemployee Director Options Committee by
         majority thereof is authorized to interpret the Plan, to prescribe,
         amend, and rescind rules and regulations relating to the Plan, to
         provide for conditions and assurances deemed necessary or advisable to
         protect the interests of the Company, and to make all other
         determinations necessary or advisable for the administration of the
         Nonemployee Director Options, but only to the extent not contrary to
         the express provisions of the Plan. Determinations, interpretations, or
         other actions made or taken by the Nonemployee Director Options
         Committee with respect to Nonemployee Director Options, in good faith
         pursuant to the provisions of the Plan shall be final, binding, and
         conclusive for all purposes and upon all persons whomsoever.

SECTION 5.  ELIGIBILITY AND TIMING OF GRANTS.

(a)      EMPLOYEE OPTIONS.

         (i) Employee options, including without limitation, Incentive Stock
         Options may be granted by the Employee Options Committee to any key
         employees of the Company, or any Subsidiary, holding positions at or
         above the director level and such other key employees, regardless of
         title or designation, as shall, in the determination of the Employee
         Options Committee, be responsible in the future for the duties
         presently being discharged by employees at or above the director level.
         The Employee Options Committee may condition an Employee Option grant
         upon the execution of an option agreement containing such provisions as
         the Employee Options Committee determines to be advisable. An otherwise
         eligible employee shall not be rendered ineligible by reason of service
         as a member of the Board. If the Employee Options Committee deems it
         appropriate to do so, it may determine to (i) grant Employee Options to
         some, but not to all, eligible employees in a particular year, or (ii)
         refrain from granting any Employee Options at all in a particular year.
         An employee


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         who has been granted an Employee Option under this Plan or under any
         other prior or current stock option plan of the Company may, if he is
         otherwise eligible, be granted additional Employee Options under this
         Plan.

         (ii) Unless otherwise determined by the Employee Options Committee,
         Employee Options shall be granted annually during the term of the Plan.

(b)      NONEMPLOYEE DIRECTOR OPTIONS. Each Nonemployee Director who is a
         Nonemployee Director on October 1 of each year during the term of the
         Plan shall be automatically granted Nonemployee Director Options.

SECTION 6.  TERM OF OPTION AND NUMBER OF SHARES COVERED BY INDIVIDUAL OPTIONS.

(a)      EMPLOYEE OPTIONS.

         (i) The term of each Employee Option shall not exceed ten (10) years
         from the Date of Grant of the Employee Option. The Employee Options
         Committee shall promptly cause such grantee of an Employee Option to be
         notified of the grant and the details thereof.

         (ii) The number of Shares covered by an Employee Option shall be
         determined by the Employee Options Committee in its discretion;
         provided, however, that no employee may be granted Employee Options
         under this Plan covering more than fifteen percent (15%) of the total
         number of Shares reserved under Section 3; and provided further, that
         no Incentive Stock Option may be granted to any employee then
         possessing more than ten percent (10%) of the total combined voting
         power of all classes of stock of the Company unless such Incentive
         Stock Option sets forth a per share exercise price of one hundred ten
         percent (110%) of the Fair Market Value of a Share on the Date of
         Grant. The aggregate Fair Market Value, determined as of the Date of
         Grant, of the Shares with respect to which Employee Options
         constituting Incentive Stock Options granted under the Plan or under
         any other incentive stock option plan of the Company are first
         exercisable by an employee during any calendar year shall not exceed
         one hundred thousand dollars ($100,000).

(b)      NONEMPLOYEE DIRECTOR OPTIONS.

         (i) The term of each Nonemployee Director Option shall be ten (10)
         years from the date of its grant.

         (ii) On October 1, or the first business day in October, of each year
         during the term of this Plan, each Nonemployee Director shall
         automatically be granted Nonemployee Director Options to purchase
         Shares with an aggregate Fair Market Value of $40,000, rounded to the
         nearest whole Share. The $40,000 standard shall be adjusted each
         October


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         1, commencing October 1, 1996, for annual increases in the Consumer
         Price Index. The index used in calculating any increase shall be the
         U.S. Consumer Price Index, all urban Consumers, all items (or
         equivalent successor index), published by the Bureau of Labor
         Statistics of the U.S. Department of Labor. Notwithstanding the
         foregoing, if on any date on which Nonemployee Director Options are to
         be granted there is not a sufficient number of Shares remaining
         authorized for grant under this Plan to enable each Nonemployee
         Director to be granted a Nonemployee Director Option to purchase the
         full number of Shares to which he or she would normally be entitled,
         Nonemployee Director Options covering the available Shares shall be
         prorated among the Nonemployee Directors.

SECTION 7.  OPTION PRICE AND PAYMENT THEREOF.

(a)      IN GENERAL.

         (i) The Option Price shall be payable to the Company either (1) in
         United States dollars in cash (including check, bank draft or money
         order), or (2) at the discretion of the applicable committee determined
         at the Date of Grant, by delivering either Shares already owned by the
         optionee or a combination of Shares and cash. The Shares delivered to
         the Company shall be valued at their Fair Market Value.

         (ii) The proceeds of the sale of the Shares subject to Options
         hereunder are to be added to the general funds of the Company and used
         for its general corporate purposes.

(b)      EMPLOYEE OPTIONS. Each Employee Option shall state the number of Shares
         to which it pertains and the Option Price applicable thereto. The
         Option Price for each Employee Option shall be determined by the
         Employee Options Committee in its discretion at the time of grant;
         provided, however, that the Option Price of any Employee Option which
         is an Incentive Stock Option shall be not less than the Fair Market
         Value of the Shares subject to such Incentive Stock Option on the Date
         of Grant.

(c)      NONEMPLOYEE DIRECTOR OPTIONS. Each Nonemployee Director Option shall
         state the number of Shares to which it pertains and the Option Price
         applicable thereto. The Option Price for each Nonemployee Director
         Option shall be equal to the Fair Market Value of the Shares subject to
         such Nonemployee Director Option on the Date of Grant.

SECTION 8.  EXERCISE OF OPTION.

(a)      EMPLOYEE OPTIONS.


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         (i) Employee Options granted hereunder shall be exercisable at such
         times and under such conditions as shall be permissible under the terms
         of the Plan and of the Employee Option.

         (ii) The following restrictions shall apply to the exercise of Employee
         Options:

                  (1) Each Employee Option shall be exercisable in whole or in
                  part at any time or from time to time within the exercise
                  period established by the Employee Options Committee for that
                  Employee Option, but in no event shall said Employee Option be
                  exercisable after the expiration of ten (10) years from the
                  Date of Grant of said Employee Option.

                  (2) Except as provided in Subsections 8(a)(ii)(3), (4) and
                  (5), an Employee Option may be exercised only if the optionee
                  has been continuously employed by the Company since the Date
                  of Grant of the Employee Option. If an optionee's employment
                  is terminated by the Company pursuant to a Termination for
                  Cause, all Employee Options theretofore granted to such
                  optionee shall, to the extent not previously exercised,
                  terminate immediately. Whether an authorized leave of absence
                  shall constitute a termination of employment shall be
                  determined by the Employee Options Committee.

                  (3) If an optionee dies while employed by Company, the
                  Employee Options of such deceased optionee may, subject to the
                  ten-year limitation in Section 6, be exercised within one (1)
                  year from the date of the optionee's death, to the extent the
                  optionee was entitled to exercise the Employee Options on that
                  date, by the person or persons (including the optionee's
                  estate) to whom his rights under such Employee Options passed
                  by will or by the laws of descent and distribution.

                  (4)(a) With respect to Employee Options granted prior to
                  October 1, 2001:

         (1)      an optionee who retired from active employment with the
                  Company prior to October 1, 2001, may, with consent of the
                  Employee Options Committee, subject to the ten year limitation
                  in Section 6, exercise Employee Options as fully as if he had
                  remained continuously employed by the Company.

         (2)      an optionee who retires from active employment with the
                  Company on or after October 1, 2001, may, with consent of the
                  Employee Options Committee, make a one-time election (an
                  "Election") at retirement to either: (1) be permitted to
                  exercise his Employee Options as fully as if he had remained
                  continuously employed by the Company, subject to the ten year
                  limitation in Section 6, or (2) have all of his unvested
                  Employee Options vest immediately upon retirement and be
                  permitted to, subject to the ten year limitation in Section 6,
                  exercise his Employee Options within three (3)


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                  years from the date of the optionee's retirement, as fully as
                  if he had remained continuously employed by the Company. The
                  Election must be made in a writing delivered to the
                  Administrator within ten (10) business days of the optionee's
                  retirement. If an optionee fails to make an Election, the
                  retired optionee shall be deemed to have elected to exercise
                  his Employee Options as fully as if he had remained
                  continuously employed by the Company, subject to the ten year
                  limitation in Section 6.

         (b)      With respect to Employee Options granted on or after October
                  1, 2001, if an optionee retires from active employment with
                  the Company, with consent of the Employee Options Committee,
                  any unvested Employee Options of such retired optionee shall
                  vest immediately upon retirement and the Employee Options may,
                  subject to the ten year limitation in Section 6, be exercised
                  by the retired optionee within three (3) years from the date
                  of the optionee's retirement, as fully as if he had remained
                  continuously employed by the Company.

(5)      If an optionee's employment is terminated by either the Company or the
         optionee (other than a Termination for Cause), the Employee Options of
         such optionee, may, subject to the ten-year limitation in Section 6, be
         exercised by the optionee within sixty (60) days of such termination of
         employment, to the extent the optionee was entitled to exercise the
         Employee Options on that date, as fully as if he had remained
         continuously employed by the Company.

         (b)      NONEMPLOYEE DIRECTOR OPTIONS.

                  (i) Except as otherwise provided in Section 8(b)(ii)(a)(2), a
                  Nonemployee Director Option shall be exercisable with respect
                  to twenty-five percent (25%) of the Shares subject to the
                  Nonemployee Director Option on and after the first anniversary
                  of the Date of Grant of such Nonemployee Director Option
                  subject to the restrictions contained in Subsection 8(b)(ii).
                  On and after each subsequent anniversary date of the Date of
                  Grant, an additional twenty-five percent (25%) of the original
                  Shares subject to the Nonemployee Director Option shall be
                  exercisable subject to the restrictions contained in
                  Subsection 8(b)(ii).

                  (ii)(a) (1) With respect to each Nonemployee Director Option
                  granted prior to October 1, 2001, if, prior to October 1,
                  2001, a Nonemployee Director retires, resigns or otherwise
                  does not continue to serve on the Board for any reason, other
                  than pursuant to a Termination for Cause as provided in
                  subsection 8(b)(ii)(2)(b) (a "Retirement"), each Nonemployee
                  Director Option shall be exercisable, in whole or in part, at
                  any time or from time to time, regardless of the optionee's
                  Retirement, with respect to Shares subject to the Options
                  which are exercisable under subsection


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                  8(b)(i), but in no event shall said Nonemployee Director
                  Option be exercisable after the expiration of ten (10) years
                  from the Date of Grant of said Nonemployee Director Option.

(2)      With respect to each Nonemployee Director Option granted prior to
         October 1, 2001, if, on or after October 1, 2001, a Nonemployee
         Director elects Retirement, at Retirement, the Nonemployee Director
         shall make a one-time election (a "Nonemployee Election") either to:
         (1) be permitted to exercise Nonemployee Director Options, in whole or
         in part, at any time or from time to time, regardless of the optionee's
         Retirement, with respect to Shares subject to the Options which are
         exercisable under subsection 8(b)(i), but in no event shall said
         Nonemployee Director Option be exercisable after the expiration of ten
         (10) years from the Date of Grant of said Nonemployee Director Option,
         or (2) have all unvested Nonemployee Director Options of such optionee
         vest immediately upon Retirement and be permitted to exercise, in whole
         or in part, such Options for a period of three (3) years from the date
         of the Nonemployee Director's Retirement, as fully as if he had
         continued to serve on the Board, but in no event shall said Nonemployee
         Director Options be exercisable after the expiration of ten (10) years
         from the Date of Grant of said Nonemployee Director Option. The
         Nonemployee Election shall be made in a writing delivered to the
         Administrator within ten (10) business days of the Nonemployee
         Director's Retirement. If a Nonemployee Director fails to make a
         Nonemployee Election, the Nonemployee Director shall be deemed to have
         elected to exercise Nonemployee Director Options of such Nonemployee
         Director, in whole or in part, at any time or from time to time,
         regardless of the optionee's Retirement, with respect to Shares subject
         to the Options which are exercisable under subsection 8(b)(i), but in
         no event shall said Nonemployee Director Option be exercisable after
         the expiration of ten (10) years from the Date of Grant of said
         Nonemployee Director Option.

(3)      With respect to each Nonemployee Director Option granted on or after
         October 1, 2001, if a Nonemployee Director elects Retirement, any
         unvested Nonemployee Director Options of such optionee shall vest
         immediately at Retirement and the Nonemployee Director Options may be
         exercised by the retired Nonemployee Director within three (3) years
         from the date of the Nonemployee Director's Retirement, but in no event
         shall said Nonemployee Director Option be exercisable after the
         expiration of ten (10) years from the Date of Grant of said Nonemployee
         Director Option.


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         (b)      If an optionee's service on the Board is terminated pursuant
                  to a Termination for Cause, all Nonemployee Director Options
                  of such an optionee theretofore granted to such optionee
                  shall, to the extent not previously exercised, terminate
                  immediately.

         (c)      GENERAL PROVISIONS.

                  (i) An Option shall be deemed to be exercised when written
                  notice of such exercise has been given to the Company in
                  accordance with the terms of the Option by the person entitled
                  to exercise the Option and full payment for the Shares with
                  respect to which the Option is exercised has been received by
                  the Company. Notwithstanding the exercise of an Option, until
                  the issuance of stock certificates, no rights of a
                  shareholder, including the right to vote or receive dividends,
                  shall exist with respect to Shares subject to the Option.
                  Except as provided in Section 11, no adjustment will be made
                  for dividend or other rights for which a record date occurs
                  prior to the date stock certificates are issued, with respect
                  to Options exercised under the Plan.

                  (ii) No fraction of a Share may be purchased by an optionee
                  upon exercise of an Option; and, to the extent that the use of
                  fractional or percentage computations would otherwise give
                  rise to the right of the optionee to purchase a fraction of a
                  Share, the total Shares subject to exercise shall be adjusted
                  to the nearest whole number with any half Share balance being
                  adjusted to one whole Share.

                  (iii) Upon the occurrence of a Change in Control, all Options
                  outstanding on the date of such Change in Control, shall
                  become immediately and fully exercisable.

SECTION 9.  AUTHORITY TO AMEND OPTIONS.

(a)      Except as otherwise specifically provided hereunder, the Administrator
         shall have discretion to determine the terms upon which any Option,
         with respect to which it acts as Administrator, is exercisable, and
         shall include such terms as it deems advisable to subject the exercise
         of such Option to exemption from the application of Section 16(b) of
         the Securities Exchange Act of 1934. To assure such exemption, Options
         outstanding and option agreements evidencing such Options may be
         amended, if necessary, by the applicable Administrator.

(b)      The Employee Options Committee, in granting Incentive Stock Options,
         shall have discretion to determine the terms upon which said Options
         are exercisable subject to the applicable provisions of the Plan, and
         to include in those terms such provisions as it deems advisable to
         permit treatment of such Options as "incentive stock options" under
         Section 422 of the Code.


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SECTION 10.  NONTRANSFERABILITY.

Options may not be sold, pledged, assigned, hypothecated or transferred other
than by will or the laws of descent and distribution and may be exercised only
by an optionee during his lifetime, or by his legal guardian or legal
representative.

SECTION 11.  ADJUSTMENT UPON CHANGES IN SHARES OR CAPITALIZATION.

In the event of any change in the Shares subject to the Plan or to any Option
granted hereunder by reason of a merger, consolidation, reorganization,
recapitalization, stock dividend, stock split-up, combination or exchange of
shares or other change in the corporate structure (provided that the Company
remains as the surviving entity upon the completion of any of the foregoing
transactions), the aggregate number of Shares as to which Options may be granted
under the Plan, the number and class of Shares subject to each outstanding
Option and the Option Price per Share shall be adjusted accordingly. The
Administrator shall be responsible for making the necessary changes with respect
to such Options.

SECTION 12.  COMPLIANCE WITH LAWS AND REGULATIONS.

(a)      The Plan and all Options granted pursuant to it are subject to all laws
         and regulations of any governmental authority which may be applicable
         thereto; and, notwithstanding any provisions of this Plan or the
         Options granted, the holder of an Option shall not be entitled to
         exercise such Option nor shall the Company be obligated to issue any
         Shares under the Plan to the Option holder if such exercise or issuance
         shall constitute a violation by the optionee or the Company of any
         provision of any such law or regulation.

(b)      The Company, in its discretion, may postpone the issuance and delivery
         of Shares upon the exercise of an Option until completion of any stock
         exchange listing or registration or other qualification of such Shares
         under any state or federal law, rule, or regulation as the Company may
         consider appropriate and may require any person exercising an Option to
         make such representations and furnish such information as it considers
         appropriate in connection with the issuance of the Shares in compliance
         with applicable law. Under such circumstances, the Company shall
         proceed with reasonable promptness to complete any such listing,
         registration or other qualification.

(c)      Shares issued and delivered upon exercise of an Option shall be subject
         to such restrictions on trading, including appropriate legending of
         certificates to that effect as the Company, in its discretion, shall
         determine necessary to satisfy applicable legal requirements and
         obligations.

(d)      Each optionee to whom an Option is awarded or Shares are issued shall,
         at the time the Option is granted or the Shares are issued, as a
         condition to such award or issuance, (i)


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<PAGE>


         represent, in form satisfactory to counsel for the Company, that
         acquisition of the Shares pursuant to the Option, shall be for
         investment purposes only; (ii) agree, in form satisfactory to counsel
         for the Company, that he will not sell, pledge, hypothecate or
         otherwise distribute such Shares or any interest therein unless a
         registration statement covering such Shares is in effect under the
         Securities Act of 1933, as now or hereafter amended, or unless counsel
         for the Company has rendered to the Company an opinion that such sale,
         pledge, hypothecation or other distribution may be carried out without
         registration of such Shares under said Act; and (iii) agree, in form
         satisfactory to counsel for the Company, that an appropriate legend may
         be placed on the stock certificate or certificates evidencing ownership
         of Shares acquired hereunder, which legend shall reflect the
         restrictions on disposition contained herein; provided, however, that
         the foregoing condition and the representation and agreements called
         for thereby with respect to the Shares shall be inoperative and shall
         expire in the event that either (A) the Shares are registered under the
         Securities Act of 1933, as now or hereafter amended or (B) in the
         opinion of counsel for the Company, such condition, representation, and
         agreements are not necessary under said Act or any rule or regulation
         promulgated pursuant thereto.

SECTION 13.  RESERVATION OF SHARES.

The Company, during the term of this Plan, will at all times, consistent with
Section 3, reserve and keep available such number of Shares as, in the judgment
of the Board, shall be sufficient to satisfy the requirements of the Plan.

SECTION 14.  TERM OF PLAN.

This Plan shall expire on February 9, 2005 unless sooner terminated under
Section 15.

SECTION 15.  AMENDMENT AND TERMINATION OF PLAN.

         (a)      The Board may, from time to time, amend the Plan or any
                  provision thereof in such respects as the Board may deem
                  advisable except that, without the consent of the shareholders
                  of the Company:

                  (1) the maximum number of Shares subject to the Plan cannot be
                  increased except in accordance with Section 11;

                  (2) the class of employees eligible for the grant of an
                  Employee Option cannot be changed;

                  (3) the minimum price at which Shares may be optioned cannot
                  be decreased and no Option can be granted that is exercisable
                  more than ten (10) years after the date of grant; and


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<PAGE>

                  (4) no person can while a member of the Employee Options
                  Committee be eligible to receive or hold an Employee Option
                  under this Plan.

                  Except as specifically permitted by the terms of the Plan or
                  an option agreement, no amendment shall cause an Option
                  previously granted to any optionee to be altered or affected
                  to his detriment without his consent.

                  Notwithstanding the foregoing, the plan provision regarding
                  Nonemployee Director Options shall not be amended more than
                  once every six (6) months, other than to comply with changes
                  in the Internal Revenue Code, the Employee Retirement Income
                  Security Act, or the rules thereunder.

         (b)      The Board may, at any time, terminate the Plan.

         (c)      Any amendment (except as expressly provided in Section 9) or
                  termination of the Plan shall not adversely affect any Option
                  previously granted and such Option shall remain in full force
                  and effect as if the Plan had not been amended or terminated.

SECTION 16.   DISCRETIONARY CANCELLATION IN CASE OF MERGER, ACQUISITION OR
              OTHER REORGANIZATION.

Anything to the contrary notwithstanding, if the Company is the subject of a
merger, acquisition or other reorganization in which the Company is not the
surviving entity, the Company shall, at its option exercisable by the
affirmative vote of seventy-five percent (75%) of the members of the Board duly
elected and serving immediately prior to the proposed transaction, have the
right to cancel, immediately prior to the effective date of such merger,
acquisition or reorganization, all outstanding Options issued under this Plan by
giving written notice to each optionee or his personal representative of its
intention to do so and by permitting the purchase during the thirty day period
next preceding such effective date of all Shares subject to such outstanding
Options.

SECTION 17.  DISCLAIMER OF LIABILITY.

Inability of the Company to obtain from any regulatory body the authority deemed
by the Company's counsel to be necessary to the lawful grant of Options or
issuance of any Shares thereunder shall relieve the Company and the
Administrator of any liability relating to the failure to grant such Options or
issue such Shares.

SECTION 18.  CLAIM TO OPTION, OWNERSHIP OR EMPLOYMENT RIGHTS.

Neither the grantee nor other holder of an Option, nor his legal
representatives, legatees or distributees, shall have any rights as a
shareholder of the Company with respect to any Shares


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<PAGE>


covered by such Option until the date of the issuance of a stock certificate or
certificates representing such Shares. Nothing contained in the Plan or in any
Employee Option shall confer upon any employee any right with respect to
continuance of employment by the Company or any Subsidiary or interfere in any
way with the right of the Company or any Subsidiary to terminate his employment
at any time. The granting of any Nonemployee Director Option shall not impose
upon the Company, the Board of Directors or any other Directors any obligation
to nominate any optionee for election as a Director and the right of the
shareholders of the Company to remove any person as a Director shall not be
diminished or affected by reason of the fact that a Nonemployee Director Option
has been granted to such person.

SECTION 19.  TAX WITHHOLDING.

In connection with the grant and exercise of Options, the optionee or other
holder of an Option may be required to pay to the Company or a Subsidiary, as
appropriate, the amount of any taxes which the Company or Subsidiary is required
by law to withhold with respect to such transactions.

SECTION 20.  INDEMNIFICATION.

Each person who is or shall have been a member of a committee serving as
Administrator or of the Board shall be indemnified and held harmless by the
Company against and from any loss, cost, liability or expense that may be
imposed upon or reasonably incurred by him in connection with or resulting from
any claim, action, suit or proceeding to which he may be a party or in which he
may be involved by reason of any action taken or failure to act under the Plan
and against and from any and all amounts paid by him in settlement thereof, with
the Company's approval, or paid by him in satisfaction of judgment in any such
action, suit or proceeding against him; provided he shall give the Company an
opportunity, at its own expense, to handle and defend the same before he
undertakes to handle and defend it on his own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such person may be entitled under the Company's Articles of Incorporation
or Code of Regulations, as a matter of law, or otherwise, or any power that the
Company may have to indemnify him or hold him harmless.

SECTION 21.  NOTICES.

Each notice relating to this Plan shall be in writing and delivered in person or
by certified mail to the proper address. Each notice shall be deemed to have
been given on the date it is received. Each notice to the Administrator shall be
addressed as follows:


                        The Reynolds and Reynolds Company
                              Post Office Box 2608


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<PAGE>

                               Dayton, Ohio 45401
                Attention: Administrator - 1995 Stock Option Plan


Each notice to an optionee or other holder of an Option shall be addressed to
the optionee or such other holder, as the case may be, at the optionee's address
set forth in the Option or in the Company's current records. Anyone to whom a
notice may be given under this Plan may designate, by writing filed with the
Administrator, a new address.

SECTION 22.  BENEFITS OF THE PLAN.

This Plan shall inure to the benefit of and be binding upon each successor of
the Company. All rights and obligations imposed upon an optionee shall be
binding upon the optionee's heirs, legal representatives and successors.



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