<PAGE>   1
                                                               EXHIBIT (10) (jj)




                               FIRST AMENDMENT TO
                       THE REYNOLDS AND REYNOLDS COMPANY
                                RETIREMENT PLAN
                         (OCTOBER 1, 1994 RESTATEMENT)


                           The Reynolds and Reynolds Company hereby amends The
Reynolds and Reynolds Company Retirement Plan (October 1, 1994 Restatement) (the
"Plan"), effective as if originally included in the October 1, 1994 restatement
of the Plan, as follows:

                           1. Paragraph (b) of Section 1.16 of the Plan is
amended to provide as follows:

         (b)      INELIGIBLE EMPLOYEE - Any person employed by an Employer who
                  is not an Eligible Employee. The term "Ineligible Employee"
                  shall also include a person who had been an Eligible Employee
                  and either has been transferred to an employment status other
                  than that of an Employee or has been transferred to a Related
                  Company which has not adopted the Plan, for so long as he
                  remains so employed. The term "Ineligible Employee" shall also
                  include any "leased employee," as defined below, with respect
                  to an Employer or a Related Company (other than an "excludable
                  leased employee" as defined below). Provided, however, that
                  any person who performs services for an Employer or Related
                  Company solely as an independent contractor shall not be
                  considered to be employed by such Employer. A "leased
                  employee" means any person who performs services for an
                  Employer or a Related Company (the "recipient") (other than an
                  employee of the recipient) pursuant to an agreement between
                  the recipient and any other person (the "leasing
                  organization") on a substantially full-time basis for a period
                  of at least one year, provided that such services are of a
                  type historically performed, in the business field of the
                  recipient, by employees, other than an "excludable leased
                  employee," which means any leased employee of the recipient
                  who is covered by a money purchase pension plan maintained by
                  the leasing organization which provides for (i) a
                  nonintegrated employer contribution on behalf of each


<PAGE>   2



                  participant in the plan equal to at least ten percent of
                  compensation, as defined in Section 415(c)(3) of the Code, but
                  including amounts contributed pursuant to a salary reduction
                  agreement which are excludable from the leased employee's
                  gross income under Section 125, Section 402(e)(3), Section
                  402(h)(1)(B), or Section 403(b) of the Code, (ii) full and
                  immediate vesting, and (iii) immediate participation by
                  employees of the leasing organization (other than employees
                  who perform substantially all of their services for the
                  leasing organization or whose compensation from the leasing
                  organization in each plan year during the four-year period
                  ending with the plan year is less than $l,000); provided,
                  however, that leased employees do not constitute more than 20
                  percent of the recipient's nonhighly compensated work force.
                  Moreover, for the relevant purposes of the Plan, contributions
                  or benefits provided to a leased employee by the leasing
                  organization that are attributable to services performed for
                  the recipient shall be treated as provided by the recipient.

                           2. Section 9.1 of the Plan is amended by deleting the
word "five" and substituting therefor the word "three".

                           3. Paragraph (a) of Section 9.2 of the Plan is
amended to provide as follows:


                                    (a) The term "annual compensation" shall
                  mean compensation as defined in Section 415(c)(3) of the Code
                  and the regulations issued thereunder, excluding amounts in
                  excess of the limitations of Section 401(a)(17) of the Code,
                  of a Participant paid to him by the Employer or a Related
                  Company during a Plan Year beginning after December 31, 1983,
                  and with respect to which the Plan is determined to be a top
                  heavy plan.

                           4. Section 9.4 of the Plan is amended to provide as
follows:


                                      -2-
<PAGE>   3



         Section 9.4 - Minimum Top Heavy Benefit
         ---------------------------------------

                           In the event the Plan is determined to be a top heavy
         plan, the annual Normal Retirement Pension under the Plan of any
         non-key employee who is a Participant and is credited with at least
         1,000 Hours of Service during a Plan Year in which the Plan is a top
         heavy plan, payable in the form of a single life annuity beginning at
         his Normal Retirement Date, shall not be less than such Participant's
         average compensation for years in the testing period multiplied by the
         lesser of:

                  (a)      Two percent multiplied by his Credited Service; or

                  (b)      20 percent.

         For purposes of this Section, "Credited Service" shall include only
         Credited Service completed after December 31, 1983 and shall not
         include any such Credited Service if the Plan was not a top heavy plan
         with respect to the Plan Year in which such Credited Service was
         earned. Notwithstanding the foregoing, any accrued benefit of any such
         non-key employee under any tax-qualified defined benefit pension plan
         other than the Plan maintained by an Employer or any Related Company
         shall be deemed to be provided under the Plan for purposes of
         determining whether the minimum benefit requirement of this Section has
         been satisfied and if a Participant who is a non-key employee satisfies
         the requirements for a minimum benefit under the Plan and any such
         other plan with respect to the same period of service the minimum
         benefit provisions of this Section, rather than the top heavy minimum
         benefit provisions of such other plan, shall apply with respect to such
         period of service. In the event the Plan is part of a required
         aggregation group in which a top-heavy defined contribution plan is
         included, each non-key employee hereunder who is also covered under
         such top-heavy defined contribution plan shall receive the minimum
         top-heavy benefit under the Plan.

                           5. Paragraph (e) of Section 10.1 of the Plan is
amended by adding the following at the end thereof:

                  For purposes of this Section, compensation for limitation
                  years beginning on or after January 1, 1992 shall mean only
                  such compensation actually paid or made available to a
                  Participant within the limitation year.



                                      -3-
<PAGE>   4









                           6. Section 16.4 of the Plan is amended by deleting
the word "five" and substituting therefor the word "three".


                            *          *          *


                           IN WITNESS WHEREOF, The Reynolds and Reynolds Company
has caused this Amendment to be executed by its duly authorized officer on this
19 day of December, 1996.



ATTEST:                             THE REYNOLDS AND REYNOLDS COMPANY

/s/ Craig L. Currier                By: /s/ Thomas J. Momchilov
--------------------------              ---------------------------------------
                                        Title: V.P. Corp. Human Resources