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                                                                     Exhibit 10B


                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT
                    -----------------------------------------


         AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") made and
entered into as of the 1st day of February, 1997, by and between THE REYNOLDS
AND REYNOLDS COMPANY, a corporation existing under the laws of the State of Ohio
("Reynolds"), and ROBERT C. NEVIN ("Nevin").

                              W I T N E S S E T H:

         WHEREAS, Nevin and Reynolds have entered into an Employment Agreement
dated as of November 9, 1987, as amended effective December 1, 1989 and as
further amended and restated in its entirety effective September 30, 1992 (as so
amended and restated the "Employment Agreement"), pursuant to which Nevin is
currently employed as President of the Reynolds Automotive Division; and

         WHEREAS, Nevin and Reynolds desire to amend further, again restate in
its entirety, and continue the Employment Agreement and enter into this
Agreement on the terms and conditions hereinafter set forth;

         NOW THEREFORE, in consideration of the foregoing premises and of the
mutual promises set forth below, Reynolds and Nevin hereby agree as follows:

1.       AMENDMENT, RESTATEMENT IN ITS ENTIRETY AND CONTINUATION OF
         EMPLOYMENT AGREEMENT.

         Effective as of the date hereof, the Employment Agreement shall be, and
hereby is, amended, restated in its entirety and continued as set forth in this
Agreement, and all terms, conditions and provisions of the Employment Agreement
shall be, and hereby are, superseded by this Agreement and shall no longer be of
any force and effect.
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2.       DEFINITIONS.

         For purposes of this Agreement, the terms set forth below shall have
the following meanings:

         (a) "Annual Compensation Value" shall mean Nevin's then-current Base
Compensation plus an amount equal to the average of all Bonuses (excluding any
compensation attributable to stock options of any type granted by Reynolds)
earned by Nevin during the three (3) calendar years preceding the date upon
which the valuation is made.

         (b) "Base Compensation" shall mean the then-current annual base salary
(exclusive of Bonuses) of Nevin.

         (c) "Bonuses" shall mean bonus payments earned by Nevin under Reynolds'
Incentive Compensation Plans and under any future bonus or incentive
compensation plans of Reynolds for its executive officers.

         (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, Reynolds, any
trustee or other fiduciary holding securities under an employee benefit plan of
Reynolds, or any company owned, directly or indirectly, by the shareholders of
Reynolds in substantially the same proportions as their ownership of stock of
Reynolds), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of Reynolds
representing fifty percent (50%) or more of the combined voting power of
Reynolds' then outstanding securities; 

             (ii) during any period of two (2) consecutive years (not including
any period prior to the execution of this Agreement), individuals who at the
beginning of such period constitute the 



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Board, any new director (other than a director designated by a person who has
entered into an agreement with Reynolds to effect a transaction described in
clause (i), (iii) or (iv) of this Section whose election by the Board or
nomination for election by Reynolds' shareholders was approved by a vote of at
least two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election was previously so
approved) cease for any reason to constitute at least a majority thereof;

             (iii) the shareholders of Reynolds approve a merger or
consolidation of Reynolds with any other company, other than (1) a merger or
consolidation which would result in the voting securities of Reynolds
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than fifty percent (50%) of the combined voting power of
the voting security of Reynolds or such surviving entity outstanding immediately
after such merger or consolidation or (2) a merger or consolidation effected to
implement a recapitalization of Reynolds (or similar transaction) in which no
"person" (as hereinabove defined) acquires more than fifty percent (50%) of the
combined voting power of Reynolds' then outstanding securities; or

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

         (e) "Disability Benefits" shall mean an annual amount equal to
fifty-five percent (55%) of Nevin's Final Average Annual Compensation,
determined at the time of Nevin's disability rather than his retirement;
provided, however, that the amount of disability benefit payments to be made



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hereunder shall be reduced by the amount of regular disability benefits payable
to Nevin under Reynolds' long-term disability program.

         (f) "Discharge For Cause" shall be construed to have occurred whenever
occasioned by reason of felonious acts on the part of Nevin, actions by Nevin
involving serious moral turpitude or his misconduct in such manner as to bring
substantial and material discredit upon Reynolds, following the giving of thirty
(30) days' written notice to Nevin specifying the respect in which Reynolds
claims Nevin has violated this provision and the failure, inability or
unwillingness of Nevin to remedy the situation to the satisfaction of Reynolds
within said thirty-day period. In establishing whether a Discharge For Cause
shall have occurred, the standard for judgment shall be the level of conduct by
Nevin and by other comparably situated executive officers prior to the alleged
improper activity of Nevin for which the Discharge For Cause has been made.

         (g) "Escrow Agreement" shall mean the agreement dated November 9, 1987
as amended September 30, 1992 and as further amended simultaneously herewith
entered into between Reynolds and Bank One, Dayton, NA, a copy of which
(including the amendments) is attached hereto and made a part hereof as Exhibit
A.

         (h) "Escrow Agent" shall mean Bank One, Dayton, NA.

         (i) "Escrow Amount" shall mean the amounts placed in escrow by Reynolds
pursuant to subsection (e)(iii) of Section 8 of this Agreement.

         (j) "Escrow Funding Event" shall mean the occurrence of any of the
following events: 

             (i) Class A Common Shares of Reynolds have been acquired other than
directly from Reynolds in exchange for cash or property by any person (other
than Richard H. Grant, Jr., his children or his grandchildren, Reynolds, any
trustee or other fiduciary holding securities under an 


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employee benefit plan of Reynolds, or any company owned directly or indirectly
by the shareholders of Reynolds in substantially the same proportions as their
ownership of the stock of Reynolds) who either thereby becomes the owner of more
than nine and one half percent (9.5%) of Reynolds'
outstanding Class A Common Shares, or having directly or indirectly become the
owner of more than five percent (5%) of Reynolds' Class A Common Shares either
alone or in conjunction with another person has expressed an intent to continue
acquiring Reynolds' outstanding Class A Common Shares so as to become thereby
the owner of more than nine and one-half percent (9.5%) of such stock either
directly or indirectly;

             (ii) Any person (other than Richard H. Grant, Jr., his children or
grandchildren, Reynolds, any trustee or other fiduciary holding securities under
an employee benefit plan of Reynolds, or any company owned directly or
indirectly by the shareholders of Reynolds in substantially the same proportions
as their ownership of stock of Reynolds) has made a tender offer for, or a
request for invitations for tenders of, Class A Common Shares of Reynolds.

             (iii) Any person forwards or causes to be forwarded to shareholders
of Reynolds proxy statement(s) in any period of twenty-four (24) consecutive
months, soliciting proxies, to elect to the Board of Reynolds two (2) or more
candidates who were not nominated as candidates in proxy statements forwarded to
shareholders during such period by the Board; or
                  
             (iv) The Board adopts a resolution to the effect that, for purposes
of this Agreement, an Escrow Funding Event has occurred.
   
         (k) "Final Annual Compensation" shall mean Nevin's Base Compensation at
the time of termination of employment plus an amount equal to the average of all
Bonuses (excluding any 




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compensation attributable to stock options of any type granted by Reynolds)
earned by Nevin during the three (3) calendar years preceding his termination of
employment.

         (l) "Final Average Annual Compensation" shall mean the average of
Nevin's Base Compensation and Bonuses (excluding any compensation attributable
to stock options of any type granted by Reynolds) as determined for the five (5)
consecutive calendar years of the last ten (10) calendar years preceding and
including the calendar year in which Nevin's employment terminates which yields
the highest sum.

         (m) "Pension Plan" shall mean the existing Reynolds and Reynolds
Company Non-Union Pension Plan, as the same may be amended from time to time.

         (n) "Retirement Benefits" shall mean payments to Nevin based upon his
lifetime in an annual amount equal to a designated percentage of Nevin's Final
Average Annual Compensation or, in the case of Section 8(d) below, Final Annual
Compensation, which shall be comprised of the sum of (i) Nevin's primary Social
Security retirement benefits when he is entitled to receive such benefit (age
sixty-two (62)) [until that time an amount equal to the primary Social Security
retirement benefit shall be paid to Nevin from Reynolds' Supplemental Plan],
(ii) Nevin's pension benefits determined as a life annuity (without regard to
actual payment form) under the Pension Plan and deferred compensation payments
under the Non-Qualified Deferred Compensation and Disability Benefit Agreement
dated June 15, 1992 between Nevin and Reynolds, or such other non-contributory
deferred compensation agreement(s) then existing between Reynolds and Nevin, and
(iii) such amount of supplemental retirement benefits under the Supplemental
Plan as shall be necessary to achieve the designated percentage of Nevin's Final
Average Annual Compensation or, in the case of Section 8(d) below, Final Annual
Compensation. In addition to said annual amount, 



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Retirement Benefits shall include a continuation of coverage for the remainder
of Nevin's life under Reynolds-sponsored medical benefits and life insurance
programs, but only to the extent applicable to participants in Reynolds'
Qualified Retiree Medical Plans. For purposes of determining the amount of
supplemental retirement benefits to be made by Reynolds pursuant to the
Supplemental Plan, the method of payment of retirement benefits to Nevin
pursuant to the Pension Plan shall determine the amount and method of payment of
the supplemental retirement payments pursuant to the Supplemental Plan. These
supplemental retirement payments by Reynolds pursuant to the Supplemental Plan
shall continue so long as pension benefits are payable under the Pension Plan
and shall be in addition to the pension benefit payments under the Pension Plan.

         (o) "Supplemental Plan" shall mean Reynolds' existing Supplemental
Retirement Plan, as the same may be amended from time to time.

3.       TERMS AND DUTIES.

         (a) The term of this Agreement shall continue from the date hereof and
end on September 30, 2001. Nevin shall continue in the employ of Reynolds as
President of the Reynolds Automotive Division or such other substantially
equivalent position designated by the Board, consistent with the provisions of
this Agreement. In addition, Nevin agrees to perform such other duties as may be
specifically designated for him from time to time by the Board, consistent with
the provisions of this Agreement.

         (b) At all times Nevin will, to the best of his ability, energy and
skill, faithfully perform all of the duties that may be required of him from
time to time by the Board and diligently devote his entire working time,
attention and efforts to the business affairs and best interests of Reynolds,
except for absences for sicknesses and vacations. If the Board determines that
any outside activity



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engaged in by him is detrimental to the best interests of Reynolds, he will
discontinue such outside activity within thirty (30) days after written notice
from the Board.

         (c) Nevin agrees that during the period of his employment by Reynolds,
for so long as he is entitled to receive payments under this Agreement, and for
a period of two (2) years thereafter (subject to the provisions of Section 9
below), he will not, directly or indirectly, further the affairs of any other
corporation, partnership, or any business enterprise by employment of any kind,
investment therein (except as otherwise permitted under Section 9(d) below),
counseling or otherwise, if the same is in competition with Reynolds, without
the written consent of the Board. This provision, however, shall not be
construed to prevent him from pursuing personal investments in any business or
enterprise which is not in competition with Reynolds and which do not interfere
with his employment and the performance of his duties to Reynolds hereunder.

4.       COMPENSATION AND FRINGE BENEFITS.

         (a) The Base Compensation of Nevin during the term of this Agreement
shall be $297,220, which may be increased from time to time by the Board or, in
the case of any proposed decrease, such other amount as mutually may be agreed
upon by Nevin and Reynolds; provided, however, that such Base Compensation may
not be reduced below said rate of $297,220 without Nevin's consent, unless
necessitated by general business conditions adversely affecting Reynolds'
operations; but, in the event of a reduction, his Base Compensation shall be
fair and reasonable, and any disagreement concerning the same shall be resolved
by arbitration in the manner provided in Section 10 below. Nevin's Base
Compensation shall be reviewed at least annually to determine whether in view of
Reynolds' performance during the year any increase is warranted. Responsibility



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for this determination rests with the sole discretion of the Board, and this
provision shall not be construed as requiring any such increase for any given
year.

         (b) Nevin shall continue his participation in the existing Deferred
Compensation Plan and the existing bonus plan arrangements under the Incentive
Compensation Plans (or their equivalent) for executive officers of Reynolds and
shall be entitled to such awards under any future bonus, incentive, or similar
compensation plans of Reynolds, as shall, in the determination of the Board, be
appropriate and consistent with the purposes of such plans and with the awards
granted to other executive officers of Reynolds.

         (c) Nevin shall continue to be eligible for participation in the Stock
Option Plan - 1995 of Reynolds and shall be entitled to the grant of such
options to purchase shares of Class A Common Stock of Reynolds under any other
future stock option plans for employees and to participate in such other
executive compensation incentive plans awarding stock as shall, in the
determination of the Board, be appropriate and consistent with the purposes of
the plans and with the grants of such options to the executive officers of
Reynolds.

         (d) In addition to the specific benefits provided for Nevin under the
terms of this Agreement, Reynolds shall provide him with other fringe benefits
(including bonuses, vacations, health and disability insurance, pension plan
participation and others) at least equivalent to those of the other executive
officers of Reynolds and as set forth on Exhibit B attached hereto and made a
part hereof.

         (e) It is understood and agreed that Nevin shall have no rights to
benefits under the Pension Plan unless he becomes vested under the Pension Plan
in accordance with its terms (currently, five (5) Years of Service), and that
Nevin shall have no rights to deferred compensation


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payments under the Non-Qualified Deferred Compensation and Disability Benefit
Agreement dated June 15, 1992 between Nevin and Reynolds unless and until Nevin
has satisfied the service requirement therein (currently, 174 calendar months of
employment with Reynolds).


5.       EXPENSES.

         Nevin shall be reimbursed for his reasonable business-related expenses
incurred for the benefit of Reynolds in accordance with Reynolds' policies
governing such reimbursement in effect from time to time. Such expenses shall
include, but shall not be limited to, travel, lodging away from home,
entertainment, and meals. With respect to any expenses which are reimbursed by
Reynolds to Nevin, Nevin shall account to Reynolds in sufficient detail to
entitle Reynolds to a federal income tax deduction for such reimbursed item if
such item is deductible.

6.       RETIREMENT BENEFITS.

         (a) Nevin, having attained age fifty-five (55), may elect to retire
from Reynolds upon giving twelve (12) months prior written notice and upon
retirement between the ages of fifty-five (55) and fifty-eight (58), shall be
entitled to receive at the time of such early retirement, Retirement Benefits at
a level equal to fifty-five percent (55%) of his Final Average Annual
Compensation, reduced by one-fifteenth (1/15) for each Year of Service (as
defined in the Pension Plan) less than fifteen (15). If Nevin elects to retire
upon giving twelve (12) months prior written notice after attaining age
fifty-eight (58), the level of this Retirement Benefits as a percentage of his
Final Average Annual Compensation shall be increased by one percent (1%) for
each additional twelve (12) month period over age fifty-eight (58), but shall
not be reduced even if Years of Service are less than fifteen (15).

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         (b) If Nevin voluntarily terminates his employment or if Nevin is
discharged by Reynolds (and such discharge is not a Discharge For Cause), or if
Nevin's employment is terminated under the circumstances described in Section
8(e)(i) below, Nevin shall be entitled to the benefits set forth in Section 8
and shall be entitled to the Retirement Benefits set forth in this Section 6.

         (c) To the extent Nevin receives any similar benefits under the Pension
Plan, Supplemental Plan or other Reynolds benefit plan for any of its employees,
such benefits shall be included in calculating the amount to which Nevin shall
be entitled under Sections 6(a) and 6(b), above; provided, however, that in no
event shall the benefits described in Sections said 6(a) and (b) above be
reduced by the provisions of this Section 6(c).

7.       DISABILITY AND DEATH BENEFITS.

         (a) If Nevin becomes so ill or disabled as to be permanently
incapacitated from performing the duties of his employment with Reynolds (this
disability to be certified by two (2) physicians competent to do so in the
opinion of the Board), Nevin shall be deemed to have elected retirement under
this Agreement and shall be entitled to receive the Retirement Benefits set
forth in Section 6(a) above. Such Retirement Benefits, however, shall be
calculated on the basis of Nevin's Final Average Annual Compensation at the time
of his disability, not the time of his retirement. See also Section 8(c) of this
Agreement.

         (b) In the event of Nevin's death while still employed by Reynolds
pursuant to this Agreement, Reynolds shall pay to such beneficiary or
beneficiaries as he shall have designated by written notice delivered to
Reynolds prior to his death, or failing such written notice, to his estate, an
amount equal to the Base Compensation plus the Bonuses, if any, which Nevin
would have received or which would have been accrued for his benefit during the
period of six (6) months 


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immediately following his death if he had lived and had been employed by
Reynolds during that period. Such payment shall be made in one lump sum or in
six (6) equal monthly installments as Reynolds shall elect and shall be in
addition to the proceeds of any insurance policies carried on Nevin's life with
respect to which he has the right to designate beneficiaries. Also, Reynolds
shall pay to Nevin's spouse an amount, periodically as such payments are
required to be made by said spouse, to enable her to continue medical coverage
for her and her dependents in the same manner as immediately prior to Nevin's
death for a period expiring at the earlier of: (i) her death; (ii) forty-two
(42) months after Nevin's death; or (iii) eligibility for regular Medicare and
Medicaid or any successor programs furnished by the government. Thereafter,
Reynolds shall make available to Nevin's spouse (including her dependents), at
her cost, such medical coverage as shall be available to a person of her then
age under the then-existing Reynolds-sponsored medical benefits program, but
only to the extent coverage is available under such program.

8.       TERMINATION; DISCHARGE.

         (a) TERMINATION OR DISCHARGE WITHOUT CAUSE. Reynolds reserves the right
to discharge Nevin at any time and for any reason; but such discharge, unless a
Discharge For Cause, shall not extinguish the obligation of Reynolds to provide
Nevin (and, in the event of his prior death, his designated beneficiary or
beneficiaries or his estate) with the following severance benefits:

                  (i) If such discharge occurs prior to September 30, 2001,
Nevin shall be entitled to receive for a period equal to the lesser of two (2)
years from the date of discharge or the number of full months then remaining on
the term of this Agreement, payments from Reynolds in an amount equal to his
Annual Compensation Value, which shall be reduced by seventy percent (70%) of
the 


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amount of compensation received by Nevin from any subsequent employment obtained
by him during said payment period.

             (ii) Nevin shall be entitled, during the period expiring on the
earlier of Nevin's securing other employment or the end of payment of severance
payments hereunder (or such longer period as required by law), to continuing
coverage under the then-existing Reynolds-sponsored medical benefits program,
which, at the option of Reynolds, may be provided outside of such program
through the purchase of insurance or otherwise.

             (iii) For purposes of determining Nevin's benefits under the
Supplemental Plan, Nevin shall receive credit toward his Years of Service under
the Supplemental Plan for the time period that he receives or is entitled to
receive payments under subsection (i) of this Section 8(a). In addition, during
the time period that he receives or is entitled to receive payments under said
subsection (i) of this Section 8(a), Nevin's Base Compensation shall be deemed
to be increased by the annual economic range adjustment for Reynolds' salaried
employees announced in October of each year (or, if there is no such announced
economic range adjustment in a given year, by an assumed five (5%) increase for
that year) in order to calculate his highest earnings during five (5)
consecutive years out of the last ten (10) years prior to retirement under the
Supplemental Plan, and his Final Annual Compensation (see Section 8(d) below)
and Final Average Annual Compensation shall be deemed to increase in the same
manner for purposes of determining the amount of his Retirement Benefits under
this Agreement.

             (iv) Nevin shall be reimbursed for up to $20,000 for out-placement
fees if he chooses to seek other employment following his discharge by Reynolds.
Nevin shall not be obligated to seek other employment in order to mitigate his
damages resulting from his discharge.

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             (v) In addition to all of the foregoing, Nevin shall be entitled to
receive the payments required of Reynolds under his then-existing deferred
compensation agreement(s) with Reynolds in accordance with the terms of such
agreement(s).

             Nevin acknowledges that he shall remain subject to and bound by the
restrictive provisions of Section 9 below.

         (b) DISCHARGE FOR CAUSE. If Nevin's employment with Reynolds is
terminated by a Discharge For Cause, regardless of whether such Discharge For
Cause occurs after the occurrence of any of the events set forth in Sections
8(d) or 8(e) below, he shall be entitled to receive only his Base Compensation
up to the date of his discharge and no further payments hereunder shall be
required from Reynolds; provided, however, that Nevin shall be entitled to
receive his benefits, if any, under the Pension Plan and the payments required
of Reynolds under his then-existing deferred compensation agreement(s) with
Reynolds in accordance with the terms of such agreement(s). Nevin shall remain
subject to the restrictive provisions of Section 9 below for a period for two
(2) years from the date of discharge. Should Nevin disagree that his discharge
was a Discharge For Cause the question shall be submitted to arbitration in
accordance with Section 10 below.

         (c) TERMINATION DUE TO DISABILITY. If, by reason of illness,
disability, or other incapacity (certified in accordance with Section 7(a)
above), Nevin is unable to perform the duties required of him under this
Agreement for a period of six (6) consecutive months, Reynolds, following the
giving of thirty (30) days' written notice to Nevin and the failure of Nevin by
reason of illness, disability, or other incapacity to resume his duties within
such thirty (30) days and thereafter perform the same for a period of two (2)
consecutive months, may terminate Nevin's employment by giving Nevin written
notice thereof; and in that event all obligations of Reynolds hereunder shall
cease on the date 


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such notice of termination is given except for: (i) payment of the Retirement
Benefits under Section 6 above; (ii) payments required of Reynolds under Nevin's
then-existing deferred compensation agreement(s) in accordance with the terms of
such agreement(s); and (iii) benefits, if any, under medical and hospital care
insurance coverage for Nevin comparable to that provided for other employees of
Reynolds; provided, however, such insurance benefits shall be coordinated with
the benefits Nevin is entitled to receive under regular Medicare and Medicaid or
any successor programs furnished by the government.

         (d) BENEFITS UPON TERMINATION UNDER CERTAIN CIRCUMSTANCES. If Nevin
voluntarily terminates his employment or Nevin is discharged by Reynolds and
such discharge is not a Discharge For Cause, and if such voluntary termination
or involuntary discharge takes place within eighteen (18) months after the
occurrence of any of the following events:

             (i) Nevin is required by Reynolds, prior to a Change in Control, to
perform duties or services which differ significantly from those performed by
him on the effective date hereof, or which are not ordinarily and generally
performed by a President of a division or corporation similar in size and scope
to the Reynolds Automotive Division; or

             (ii) The nature of the duties or services which Reynolds, prior to
a Change in Control, requires him to perform necessitates absence overnight from
his place of residence on the effective date hereof, because of travel involving
the business or affairs of Reynolds, for more than ninety (90) days during any
period of twelve (12) consecutive months; Nevin shall be entitled to receive
from Reynolds all of the severance benefits set forth in Section 8(a) above,
except that if the remaining term of the Agreement is then more than two (2)
years, severance payments shall be made for the remaining term of the Agreement
and Nevin's right to receive his Retirement Benefits shall 



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be based upon his Final Annual Compensation, as the same may be adjusted
pursuant to Section 8(a)(iii) above. Nevin shall remain subject to and bound by
the restrictive provisions of Section 9 below.

         (e) BENEFITS UPON A CHANGE IN CONTROL. Reynolds recognizes that the
threat of a Change in Control would be of significant concern to Nevin. The
following provisions provide termination protection for Nevin in the event of a
Change in Control. These provisions, among other purposes, are intended to
foster and encourage Nevin's continued attention and dedication to his duties in
the event of such potentially disturbing and disruptive circumstances. Reynolds,
therefore, agrees to do the following:

             (i) If Reynolds terminates Nevin's employment for any reason other
than a Discharge for Cause, or if Nevin terminates his employment with Reynolds
voluntarily for any reason other than disability or retirement within the
twenty-four (24) month period following a Change in Control, Nevin shall be
entitled to receive from Reynolds the following benefits:

                (A) A lump sum severance payment (the "Severance Payment"), in
cash, equal to three (3) times the sum of (i) the higher of Nevin's annual Base
Compensation in effect immediately prior to the occurrence of the event or
circumstance upon which such termination of employment is based or in effect
immediately prior to the Change in Control, and (ii) the average of Nevin's
Bonuses during the three (3) calendar years immediately preceding the year in
which the date of termination occurs.

                (B) Nevin shall be entitled, during the period expiring on the
earlier of Nevin's securing other employment or twenty-four (24) months from the
date of such termination of employment (or such longer period as required by
law), to continued coverage under the Reynolds 


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sponsored medical benefits program in existence on such date of termination or,
if such continued coverage is barred, Reynolds shall provide equivalent medical
benefit coverage through the purchase of insurance or otherwise.

                (C) For purposes of determining Nevin's benefits under the
Supplemental Plan, Nevin shall receive credit toward his Years of Service under
the Supplemental Plan for the two (2) year period following such termination of
employment. In addition, with respect to the two (2) year period following such
termination of employment, Nevin's Base Compensation shall be deemed to be
increased by the annual economic range adjustment for Reynolds' salaried
employees announced in October of each year (or, if there is no such announced
economic range adjustment in a given year, by an assumed five percent (5%)
increase for that year) in order to calculate his highest earnings during five
(5) consecutive years out of the last ten (10) years prior to retirement under
the Supplemental Plan.

                (D) Nevin shall be reimbursed for up to $20,000 for outplacement
fees if he chooses to seek other employment following his discharge by Reynolds.
Nevin shall not be obligated to seek other employment in order to mitigate his
damages resulting from his discharge.

                (E) In addition to all of the foregoing, Nevin shall be entitled
to receive the payments required of Reynolds under his then-existing deferred
compensation agreement(s) with Reynolds in accordance with the terms of such
agreement(s).

                The benefits provided in this Section 8(e) shall be in lieu of 
any benefits provided under Section 8(d) of this Agreement.

             (ii) Notwithstanding any other provisions of this Agreement, in the
event that any payment or benefit received or to be received by Nevin in
connection with a Change in Control or

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the termination of Nevin's employment (whether pursuant to the terms of this
Agreement or any other plan, arrangement or agreement with Reynolds, any person
whose actions result in a Change in Control or any person affiliated with
Reynolds or such person) (all such payments and benefits, including the
Severance Payment, being hereinafter called "Total Payments") would be subject
(in whole or part), to an excise tax pursuant to Sections 280G and 4999 of the
Internal Revenue Code of 1986, as amended (the "Code") (such tax hereinafter
referred to as the "Excise Tax"), then the Severance Payment shall be reduced to
the extent necessary so that no portion of the Total Payments is subject to
Excise Tax (after taking into account any reduction in the Total Payments
provided by reason of Section 280G of the Code in such other plan, arrangement
or agreement) if (A) the net amount of such Total Payments, as so reduced, (and
after deduction of the net amount of federal, state and local income tax on such
Total Payments), is greater than (B) the excess of (i) the net amount of such
Total Payments, without reduction (but after deduction of the net amount of
federal, state and local income tax on such Total Payments), over (ii) the
amount of Excise Tax to which Nevin would be subject in respect of such Total
Payments. For purposes of determining whether and the extent to which the Total
Payments will be subject to the Excise Tax, (i) no portion of the Total Payments
the receipt or enjoyment of which Nevin shall have effectively waived in writing
prior to the date of this termination of employment shall be taken into account,
(ii) no portion of the Total Payments shall be taken into account which in the
opinion of tax counsel selected by Reynolds does not constitute a "parachute
payment" within the meaning of Section 280G(b)(2) of the Code, (including by
reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax,
no portion of such Total Payment shall be taken into account which constitutes
reasonable compensation for services actually rendered, within the meaning of
Section 280G(b)(4)(B) of the



                                                                              18
<PAGE>   19

Code, in excess of the base amount as defined in Section 280G(b)(3) of the Code
allowable to such reasonable compensation, and (iii) the value of any non-cash
benefit or any deferred payment or benefit included in the Total Payments shall
be determined by Reynolds in accordance with the principles of Sections
280G(d)(3) and (4) of the Code. Prior to the fifth day following the date of
Nevin's termination of employment, Reynolds shall provide Nevin with its
calculation of the amounts referred to in this Section and such supporting
materials as are reasonably necessary for Nevin to evaluate Reynolds'
calculations. If Nevin objects to Reynolds' calculations, he shall notify
Reynolds of his objections prior to the initial payment date set forth in
Section 8(e)(vi) hereof, and Reynolds shall pay to Nevin such portion of the
Severance Payment (up to one hundred percent (100%) thereof) as Nevin determines
is necessary to result in Nevin's receiving the greater of clauses (A) and (B)
of this Section.

             (iii) Upon the occurrence of an Escrow Funding Event, Reynolds 
shall pay into an escrow account at the Escrow Agent an amount equal to three 
(3) times the sum of (i) Nevin's Base Compensation in effect immediately prior 
to the Escrow Funding Event and (ii) the average of Nevin's Bonuses during the
three (3) calendar years immediately preceding the year in which the Escrow
Funding Event occurs. Subsequent to the delivery to the Escrow Agent of the
Escrow Amount, Reynolds shall, in the event that either Nevin's Base
Compensation is increased (or decreased) or he receives a Bonus that affects the
amount described in Section 8(e)(i)(A), unless the Escrow Amount shall
theretofore have been released pursuant to this subsection, recalculate the
Escrow Amount as of the date such change in Base Compensation or receipt of
Bonus occurs, treating the Escrow Funding Event as having occurred on such date.
If the amount so calculated exceeds the fair market value of the Escrow Amount,
Reynolds shall promptly (and in no event later


                                                                              19
<PAGE>   20

than seven (7) days from such date) pay to the Escrow Agent an amount in cash
(or marketable securities or any combination thereof) equal to such excess. If
the Escrow Amount so calculated is less than the fair market value of the Escrow
Amount then held in the escrow account, the Escrow Agent, upon receipt of a
written request from Reynolds, shall distribute to Reynolds such difference in
cash; provided, however, that this sentence shall not apply after the occurrence
of a Change in Control.

             (iv) Unless the parties otherwise agree, Reynolds may withdraw the
Escrow Amount when and only when two (2) years have expired from the date of
deposit and no proper demand pursuant to Section 8(e)(vi) below has been made
during the time, or when the conditions requiring the deposit have ceased to
exist for a period of ninety (90) days without a demand right having been
created, or when Nevin's right to a payment under this Section 8(e) has been
forfeited, whichever occurs first. If, before the expiration of such period or
forfeiture, there shall occur another Escrow Funding Event, Reynolds will not be
required to make an additional deposit, but the two (2) year period shall then
be measured from the date of the last such event. Notwithstanding a deposit with
the Escrow Agent pursuant to subsection (iii) of this Section 8(e), Nevin shall
continue to be entitled to receive all of the benefits from Reynolds under this
Agreement until a termination of employment shall occur.

             (v) Reynolds shall pay the charges of the Escrow Agent for its
services under the Escrow Agreement, and Reynolds will be entitled to any
interest or other income arising from the date of the deposit of the Escrow
Amount until all payments have been made under the Escrow Agreement to Nevin.
All interest or other income arising from the Escrow Amount deposited with the
Escrow Agent shall be paid monthly to Reynolds.

                                                                              20
<PAGE>   21

             (vi) If Reynolds terminates Nevin's employment for any reason but a
Discharge for Cause, or if Nevin terminates his employment with Reynolds
voluntarily for any reason other than disability or retirement within the
twenty-four (24) month period following the date of a Change in Control, the
Escrow Agent, upon written demand made on or after the tenth (10th) day
following such termination of employment, shall pay the Escrow Amount in
accordance with this Section and Nevin shall no longer be subject to the
restrictive provisions of Section 9 below, except for Section 9(e). Nevin shall
notify the Escrow Agent prior to the tenth (10th) day following his termination
of employment as to whether he has accepted the determination of Reynolds of the
amount of the Severance Payments pursuant to Section 8(e) (iii). If he has
accepted such determination, Reynolds shall provide the Escrow Agent with
Reynolds' written determination as set forth in Section 8(e) (iii) and the
Escrow Agent shall pay to Nevin all or a portion of the Escrow Amount as
provided in such determination, and any remaining amount shall be paid to
Reynolds. If Nevin does not accept Reynolds' determination, Nevin shall provide
to the Escrow Agent his determination of the Severance Payment, and the Escrow
Agent shall pay to Nevin all or a portion of the Escrow Amount as provided in
Nevin's determination and any remaining amount shall be paid to Reynolds.

             (vii) In the event that, following the creation of a demand right
pursuant to Section 8(e)(vi) above, Nevin incurs any costs or expenses,
including attorneys' fees, in the enforcement of rights under this Section 8(e)
or under any plan for the benefit of employees of Reynolds, including without
limitation the stock option plan, pension plans, payroll-based stock ownership
plan, tax deferred savings and protection plan, bonus arrangements, supplemental
pension plan, deferred compensation agreements, incentive compensation plans,
and life insurance and compensation program, then, unless Reynolds or the
consolidated, surviving or transferee entity in the event of a



                                                                              21
<PAGE>   22

consolidation, merger or sale of assets, is wholly successful in defending
against the enforcement of such rights, Reynolds, or such consolidated,
surviving or transferee entity, shall promptly pay to Nevin all such costs and
expenses.

9. NON-COMPETITION; CONFIDENTIALITY.

         (a) In order to protect Reynolds, it is understood that a covenant not
to compete is a necessary and appropriate adjunct to the other provisions of
this Agreement. Therefore, should Nevin at any time determine prior to the
expiration of this Agreement that he does not desire to remain an employee of
Reynolds and shall terminate his employment for any reason other than the
grounds specified in Section 8(e) above, or should he be Discharged For Cause by
Reynolds, Nevin shall remain subject to the restrictive provisions hereinafter
set forth. In addition, these restrictive provisions shall remain in full force
and effect at any other time during which payments are required to be made by
Reynolds pursuant to the retirement (Section 6), severance (Section 8, except
for Section 8(e)(vi)) or disability (Section 7) provisions of this Agreement.
These restrictive provisions are as follows:

         (b) For a period of two (2) years from and after Nevin's employment
with Reynolds shall have terminated and after he shall have ceased receiving
retirement, severance or disability benefits under this Agreement, whichever
shall last occur, he shall not, directly or indirectly, compete with Reynolds or
any of its related or affiliated companies. For purposes of this Agreement,
competition with Reynolds or any of its related or affiliated companies shall
include the manufacture, distribution, and sale of business forms and computer
hardware and software and the furnishing of EDP services which are similar in
nature or function to the products and/or services then being furnished by
Reynolds for sale in the same vertical markets in which Reynolds' products
and/or 



                                                                              22
<PAGE>   23

services are then being marketed at the time of Nevin's termination of
employment or upon the cessation of any retirement, severance or disability
benefits under this Agreement.

         (c) From and after the execution of this Agreement and for a period of
two (2) years after termination of his employment with Reynolds and after he
shall have ceased receiving retirement, severance or disability benefits under
this Agreement, whichever shall last occur, Nevin shall not, directly or
indirectly, by direct participation, by purchase of stocks or bonds or other
evidences of indebtedness, by loaning of money, by guarantee of loans of others,
by gift to establish or assist others, or in any other manner or fashion, engage
in any such restricted activity in competition with Reynolds or any of its
related or affiliated companies, nor shall he assist any present employees of
Reynolds or any other person similarly to engage in such competing business for
the full two-year prohibition period set forth in this Agreement.

         (d) The restrictive provisions of this Section 9, however, are in no
way intended to prohibit Nevin from acquiring in open market transactions
investments in equity stock or evidences of indebtedness of a corporation if the
said stock or if the said evidence of indebtedness is traded on a national or
regional securities exchange or in the over-the-counter market and the
investment therein represents no more than five percent (5%) of the outstanding
securities of the issue being acquired. Moreover, it is not the intention of
this Section 9 to limit in any way Nevin's ability to invest in businesses not
competitive with Reynolds.

         (e) Nevin shall keep secret and inviolate all knowledge or information
of a confidential nature (which is not then nor later, through no breach of this
Agreement, in the public domain), including all unpublished matters related to,
without limitation thereof, the business, properties, accounts, books and
records, research and development information, processes, procedures, products, 


                                                                              23
<PAGE>   24

know-how, trade secrets, memoranda, devices, suppliers, and customers
of Reynolds which he may now know or hereafter come to know as a result of his
affiliation in business with Reynolds.

         (f) All copyrights, improvements, discoveries and inventions and all
claims, interest and rights thereto relating to any part of the business of
Reynolds conceived, developed or made by Nevin, either alone or with others,
during the period of his employment, and whether conceived, developed or made
during his regular working hours or at any other time during such period, shall
be and are the sole property of Reynolds and Nevin hereby assigns to Reynolds
all right, title and interest in and to such copyrights, improvements,
discoveries and inventions. Further, Nevin will, at any time in the future upon
Reynolds' request, execute specific assignments of any said copyrights,
improvements, discoveries and inventions as well as execute all documents and
perform all lawful acts which Reynolds deems necessary or advisable to vest full
ownership thereof in Reynolds, to register same in the name of Reynolds or its
designee or otherwise to provide legal protection for Reynolds' ownership
interests therein.

         (g) This Agreement shall be without geographical limitation in
continental North America and, in addition, in any other areas of the world in
which Reynolds or any of its related or affiliated companies shall be doing
business at the time of the proposed competing entry into business by Nevin, it
being agreed that the contacts of Nevin and the potential scope of operation of
Reynolds is without any limitation within the area of prohibition. Any violation
of this covenant may be enforced by specific performance in any court of
competent jurisdiction within the area of limitation imposed by this provision.
If any court of competent jurisdiction shall determine that either the period or
the territory covered by this provision against competition in unreasonable,
said


                                                                              24
<PAGE>   25

provision shall not be determined to be null, void, and of no effect but shall
be reformed by said court to impose a reasonable period or a reasonable
geographical limitation, as the case may be.

10.      RESOLUTIONS OF DISPUTES; ARBITRATION.

         (a) Except for the breach or threatened breach by Nevin of the
noncompetition provisions of this Agreement which may be enforced by appropriate
injunctive relief at the option of Reynolds, any dispute or controversy arising
out of or relating to this Agreement, including, but not limited to, whether
Nevin has been Discharged for Cause, shall be submitted to and settled by
arbitration in Dayton, Ohio in accordance with the rules then pertaining of the
American Arbitration Association.

         (b) Should Nevin disagree that his determination was due to a Discharge
for Cause, the question shall, within thirty (30) days after the termination, be
submitted to arbitration by three (3) arbitrators, one of whom shall be selected
by Reynolds, another of whom shall be selected by Nevin, and the third of whom
shall be selected by the two arbitrators so appointed. The decision of these
arbitrators on the question shall be final and conclusive upon Reynolds and upon
Nevin and his wife or widow, personal representatives, designated beneficiaries
and heirs, and shall be enforceable in any court having competent jurisdiction
thereof. A discharge which is eventually determined under arbitration to have
been a Discharge for Cause, or no arbitration having been requested and the
discharge being one which Reynolds had determined was for a Discharge for Cause,
shall extinguish any and all liability of Reynolds under this Agreement from and
after the date of termination.

         (c) The arbitrators for all other disputes or controversies under this
Agreement shall be selected as set forth above and the parties shall select the
arbitrators within thirty (30) days after demand from Nevin or Reynolds to the
other to settle matters by arbitration. As stated above, the decision of the
arbitrators shall be final and conclusive. 

                                                                              25
<PAGE>   26

11. NONASSIGNABLE RIGHTS.

         Nevin, his wife, or his widow after his death, or his personal
representatives, designated beneficiaries and heirs, shall not have the right to
anticipate or commute, or to sell, assign, transfer, or otherwise alienate or
convey the right to receive any payments hereunder, whether by his, her or their
voluntary or involuntary act, or by operation of law and, in particular, that
any payments due hereunder shall not be subject to attachment or garnishment or
any other legal proceedings by any creditor, or be in any way responsible for
the debts or liabilities of Nevin or his wife or his widow after his death or
his personal representatives, designated beneficiaries and heirs. Should Nevin
or his wife or his widow after his death or his personal representatives,
designated beneficiaries and heirs, voluntarily attempt to breach this Section
of this Agreement, Reynolds' liability to make payments hereunder from and after
the date of said attempt shall be extinguished; and should any attempt be made
to reach the payments by other than Nevin or his wife or his widow after his
death or his personal representatives, designated beneficiaries and heirs,
Reynolds shall make each payment as it becomes due to such person or persons for
the sole benefit of Nevin or his wife or his widow or his personal
representatives, designated beneficiaries and heirs, as the case may be, as
Reynolds may deem expedient.

12. UNFUNDED AGREEMENT.

         (a) Reynolds' obligation under this Agreement shall be unfunded, but
Reynolds reserves the right to provide for its liability under this Agreement in
any manner it deems advisable, including the purchasing of such assets
(including an insurance policy or policies on Nevin's life) as it may deem
necessary or proper; provided, however, that Nevin's insurability or
non-insurability shall in no way affect Reynolds' obligations pursuant to this
Agreement. Any asset so purchased by


                                                                              26
<PAGE>   27

Reynolds shall be the sole property of Reynolds and shall not be deemed to
provide funding of Reynolds' obligations under this Agreement.

         (b) In the event Reynolds determines to purchase any insurance policy
or policies on Nevin's life, Nevin agrees to submit to such examination and to
supply information as may be required by the insurer.

         (c) Any policy so purchased by Reynolds shall be issued so that
Reynolds is the sole, full, and complete owner of the policy or policies, with
the right and power to exercise any and all privileges and options thereof or
available under the rules of the issuing insurer without the consent of any
other persons.

         (d) Nevin, his wife, or his widow after his death, or his designated
beneficiaries, personal representatives, heirs, successors and assigns shall
have no claim or rights with respect to, and shall have no property or equitable
interests whatsoever in, any specific funds or assets of Reynolds and shall have
only the status of a general creditor with respect to Reynolds hereunder.

13.      FACILITY OF PAYMENT.

         In the event of a physical or mental illness or disability of Nevin or
of his widow after his death or of his designated beneficiaries at a time when
he or she (or they) is (are) entitled to payments hereunder, such payments as
may be due shall be paid to such person or persons for the benefit of Nevin or
his widow or his designated beneficiaries, as the case may be, as Reynolds or,
if applicable, the Escrow Agent may deem proper. In the event of Nevin's death
after he has made demand pursuant to Section 8(e)(v) above, the Escrow Agent
shall pay such amounts as thereafter are due to such beneficiary or
beneficiaries as Nevin shall have designated in writing, or failing such
writing, to his estate. No liability shall accrue to Reynolds or Escrow Agent
for any alleged payment 


                                                                              27
<PAGE>   28

to an improper person or representative if so made after such reasonable
investigation and Reynolds and Escrow Agent shall have no responsibility to see
to the proper application of such payments.


14.      MISCELLANEOUS PROVISIONS.

         (a) All notices required or permitted to be given under this Agreement
shall be in writing and shall be mailed, postage prepaid, by registered or
certified mail or personally delivered, if to Reynolds, addressed to:

                  The Reynolds and Reynolds Company
                  Attention:  Vice President, Corporate Finance and
                                       Chief Financial Officer
                  115 South Ludlow St.
                  Dayton, Ohio  45402

                  and, if to Nevin, addressed to:

                  Robert C. Nevin
                  110 Pauley's Plantation Ct.
                  Beavercreek, Ohio  45385-9120

Either party may change the address to which notices to such party are to be
sent by giving written notice of such change to the other party in the manner
specified in this provision.

         (b) (i) This Agreement shall be binding upon Nevin, his wife, and upon
his or her heirs, executors, administrators, designated beneficiaries and upon
anyone claiming under him or his wife or widow, and upon Reynolds and its
successor or assigns.

             (ii) Reynolds shall not merge or consolidate with any other entity
unless and until such other entity shall expressly assume Reynolds' obligations
under this Agreement or Reynolds has provided an appropriate alternative
arrangement covering its contingent liabilities under this Agreement, and
Reynolds shall not voluntarily dissolve without first providing an appropriate
arrangement covering its contingent liabilities under this Agreement.

                                                                              28
<PAGE>   29

         (c) This Agreement may be amended, but only with the consent of Nevin
during his lifetime and, after his death only with the consent of his widow
during her lifetime or his other designated beneficiaries during their lifetime,
as the case may be. Any agreement of amendment shall be executed with the same
formality as this Agreement.

         (d) This Agreement supersedes any prior agreements or understandings
covering the subject matter hereof, either written or oral, between the parties.

         (e) This Agreement shall be construed under the laws of the State of
Ohio.

         (f) The paragraph headings used in this Agreement are for convenience
of reference only and shall not be considered in construing this Agreement.

         IN WITNESS WHEREOF, the parties hereto have hereunto set their
respective hands the year and date first above written.

                                          THE REYNOLDS AND REYNOLDS COMPANY


                                          By___________________________________



                                          _____________________________________
                                          ROBERT C. NEVIN

                                       29

<PAGE>   30

                                                                       EXHIBIT A



                  ESCROW AGREEMENT DATED NOVEMBER 9, 1987 BETWEEN
                  THE REYNOLDS AND REYNOLDS COMPANY AND BANK ONE
                  DAYTON, N.A., AS AMENDED AS OF SEPTEMBER 30,
                  1992 AND AS FURTHER AMENDED AS OF FEBRUARY 1,
                  1997



<PAGE>   31



                                 AMENDMENT NO. 2
                                       TO
                                ESCROW AGREEMENT

         THIS AMENDMENT NO. 2 TO ESCROW AGREEMENT ("Amendment") is made and
entered into as of this 1st day of February, 1997 by and between THE REYNOLDS
AND REYNOLDS COMPANY, an Ohio corporation (hereinafter referred to as
"Reynolds"), and BANK ONE, DAYTON, NA (hereinafter referred to as the "Escrow
Agent").

                                   WITNESSETH:

         WHEREAS, Reynolds and the Bank have entered into an Escrow Agreement
(the "Escrow Agreement") dated November 9, 1987 as amended September 30, 1992
pursuant to an Amended and Restated Employment Agreement dated November 9, 1987
as amended December 1, 1989 and as further amended and restated in its entirety
on September 30, 1992 (the "September 30, 1992 Agreement") between Reynolds and
Robert C. Nevin ("Nevin"), an employee of Reynolds; and

         WHEREAS, Nevin and Reynolds have entered into a new Amended and
Restated Employment Agreement effective February 1, 1997 (the "Employment
Agreement"), pursuant to which Reynolds has agreed to continue to provide
termination pay protection for Nevin and which provides that the required
protective payments under the Employment Agreement are to continue to be paid
into an escrow account at the Escrow Agent; and

         WHEREAS, the parties hereto desire that the Escrow Agreement shall
continue in full force and effect and for the benefit of Nevin and with full
applicability to the Employment Agreement;

         NOW, THEREFORE, in consideration of the covenants and agreements
contained in this Amendment, the parties hereby agree as follows:

         1. All references to the September 30, 1992 Agreement between Reynolds
and Nevin contained in the Escrow Agreement shall include and apply with full
force and effect to the Employment Agreement.

         2. Except as set forth herein, the Escrow Agreement shall remain
unchanged and continue in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have hereunto set their
respective hands as of the day and year first above written.

                                        THE REYNOLDS AND REYNOLDS COMPANY

                                        By_________________________________

                                        BANK ONE, DAYTON, NA

                                        By__________________________________




<PAGE>   32


                                                                       EXHIBIT B
                                        
                           SCHEDULE OF FRINGE BENEFITS
                            PURSUANT TO SECTION 4(d)

<TABLE>
<CAPTION>

         Benefit                                            Amount

<S>                                    <C> 
Annual Physical Exam                   Local Clinic, maximum of $600

Auto/Gas Allowance                     $916 monthly

Charitable Allowance                   $1,000 annually to charities of his choice

Income Tax Planning and                $1,000 annually
Preparation

Estate Planning and
Will Preparation
Initial Service                        $900
Updates                                $300 annually

Country Club Dues                      50% annually, including initiation fee up to $3,500

Luncheon Club Dues                     100% annually

Corporate aircraft (personal use)      Yes; in connection with company business use    
                                       Nevin may include personal passengers,          
                                       subject to seat availability. Nevin shall       
                                       receive W-2 for personal use value per IRS      
                                       regulations                                     
                                       

Vacation                               Five (5) weeks annually at mutually agreed times.
</TABLE>