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                                                               EXHIBIT - (10bb)

                        THE REYNOLDS AND REYNOLDS COMPANY
                                 RETIREMENT PLAN

                (Revised and Restated Effective October 1, 1997)

                         (8)Scudder & Esler Co., L.P.A.
                              2912 Springboro West
                                    Suite 105
                               Dayton, Ohio 45439
                            Telephone: (937) 298-0008
                               FAX: (937) 298-0333

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                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                 <C>
ARTICLE 1- DEFINITIONS...........................................................................................    1
         1.1      Accrued Benefit ...............................................................................    1
         1.2      Actuarial (or Actuarially) Equivalent .........................................................    2
         1.3      Authorized Absence ............................................................................    3
         1.4      Beneficiary ...................................................................................    4
         1.5      Break-in-Service ..............................................................................    5
         1.6      Code ..........................................................................................    5
         1.7      Committee .....................................................................................    5
         1.8      Compensation...................................................................................    5
         1.9      Covered Compensation ..........................................................................    6
         1.10     Disability ....................................................................................    7
         1.11     Early Retirement Date .........................................................................    7
         1.12     Employee ......................................................................................    7
         1.13     Employer ......................................................................................    7
         1.14     Employment Date ...............................................................................    7
         1.15     ERISA .........................................................................................    7
         1.16     Final Average Pay .............................................................................    8
         1.17     Five Percent Owner ............................................................................    8
         1.18     Fresh-Start Date ..............................................................................    8
         1.19     Fresh-Start Group .............................................................................    8
         1.20     Frozen Accrued Benefit ........................................................................    9
         1.21     Highly Compensated Employee ...................................................................   10
         1.22     Hour of Service.   ............................................................................   11
         1.23     Key Employee ..................................................................................   12
         1.24     Leased Employee ...............................................................................   13
         1.25     Limitation Year ...............................................................................   14
         1.26     Maternity-Paternity Absence ...................................................................   14
         1.27     Military Service ..............................................................................   14
         1.28     Non-Highly Compensated Employee ...............................................................   14
         1.29     Non-Key Employee ..............................................................................   14
         1.30     Normal Retirement Date ........................................................................   14
         1.31     Participant ...................................................................................   14
         1.32     Period of Service.  ...........................................................................   15
         1.33     Permissive Aggregation Group ..................................................................   18
         1.34     Plan ..........................................................................................   19
         1.35     Plan Administrator ............................................................................   19
         1.36     Plan Year .....................................................................................   19
         1.37     Projected Primary Insurance Amount ............................................................   19
         1.38     Related Company ...............................................................................   20
         1.39     Required Aggregation Group ....................................................................   20
         1.40     Section 415 Compensation ......................................................................   20
         1.41     Social Security Retirement Age ................................................................   21
         1.42     Super Top-Heavy Plan ..........................................................................   21
         1.43     Taxable Wage Base .............................................................................   21
</TABLE>

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<TABLE>
<S>                                                                                                                 <C>
         1.44     Terminate or Termination.......................................................................   22
         1.45     Top-Heavy Group................................................................................   22
         1.46     Top-Heavy Plan.................................................................................   22
         1.47     Top-Heavy Plan Year............................................................................   24
         1.48     Trust..........................................................................................   24
         1.49     Trust Fund.....................................................................................   24
         1.50     Trustee........................................................................................   24
         1.51     Valuation Date.................................................................................   24
         1.52     Vested Accrued Benefit.........................................................................   24
         1.53     Year of Participation..........................................................................   25
         1.54     Year of Service................................................................................   25

ARTICLE 2-ELIGIBILITY AND PARTICIPATION..........................................................................   26
         2.1      Eligibility....................................................................................   26
         2.2      Special Provisions Relating to Acquired Businesses.............................................   26
         2.3      Participation..................................................................................   27
         2.4      Cessation of Participation.....................................................................   27
         2.5      Resumption of Participation....................................................................   28

ARTICLE 3-FUNDING AND AMOUNT OF PLAN BENEFITS....................................................................   28
         3.1      Contributions to Plan..........................................................................   28
         3.2      Forfeitures Under Plan.........................................................................   28
         3.3      Payment of Contributions to Trustee............................................................   28
         3.4      Additional Definitions and Special Rules.......................................................   28
         3.5      Normal Retirement Benefit......................................................................   31
         3.6      Late Retirement Benefit........................................................................   33
         3.7      Early Retirement Benefit.......................................................................   34
         3.8      Benefits Upon Termination of Employment Prior to Retirement.  .................................   34
         3.9      No Reduction in Accrued Benefit................................................................   34
         3.10     General Limitations on Benefits Under Code Section 415.........................................   34

ARTICLE 4-PAYMENT OF BENEFITS....................................................................................   46
         4.1      General........................................................................................   46
         4.2      Forms of Distribution..........................................................................   50
                  (a)      General...............................................................................   50
                  (b)      Direct Rollover.......................................................................   50
         4.3      Election Period and Election Information.......................................................   52
         4.4      Pre-Retirement Death Benefit...................................................................   53
         4.5      Cash-Outs......................................................................................   54
         4.6      Payments to Alternate Payee....................................................................   54
         4.7      Benefits Upon Re-employment of a Participant Who Has a Vested Accrued Benefit
                  Attributable to Prior Service Which Is in Pay Status at the Time of Re-employment..............   55
         4.8      Additional Provisions Relating to Benefits.....................................................   57
         4.9      Non-Transferability............................................................................   57
</TABLE>

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<TABLE>
<S>                                                                                                                 <C>
ARTICLE 5-THE TRUST FUND.........................................................................................   57

ARTICLE 6-TRUST FUND VALUATION AND PARTICIPANT STATEMENTS........................................................   57
         6.1      Valuation of the Trust Fund.  .................................................................   57
         6.2      Participant Statements.  ......................................................................   57

ARTICLE 7-PLAN ADMINISTRATION....................................................................................   58
         7.1      General.  .....................................................................................   58
         7.2      Membership and Manner of Acting.  .............................................................   58
         7.3      Rights, Powers and Duties.  ...................................................................   58
         7.4      Committee as Plan Trustee.  ...................................................................   59
         7.5      Application of Rules.  ........................................................................   59
         7.6      Remuneration and Expenses.  ...................................................................   59
         7.7      Resignation or Removal of Committee Member and
                  Appointment of Successor.  ....................................................................   59
         7.8      Reliance on Information Provided by Employer.  ................................................   59
         7.9      Indemnification.  .............................................................................   60
         7.10     Notices.  .....................................................................................   60

ARTICLE 8-AMENDMENT AND TERMINATION..............................................................................   60
         8.1      Amendment......................................................................................   60
         8.2      Termination.  .................................................................................   61
         8.3      Merger and Consolidation of Plan, Transfer of Plan Assets.  ...................................   62
         8.4      Vesting and Distribution on Termination and Partial Termination.  .............................   62
         8.5      Notice of Amendment, Termination or Partial Termination........................................   62

ARTICLE 9-GENERAL................................................................................................   62
         9.1      Construction...................................................................................   62
         9.2      Participation Not Contract of Employment.  ....................................................   62
         9.3      Applicable Laws.  .............................................................................   62
         9.4      Counterparts.  ................................................................................   62
         9.5      Initial Qualification.  .......................................................................   63
         9.6      Contributions Conditioned Upon Deductibility.  ................................................   63
</TABLE>

<PAGE>

                        THE REYNOLDS AND REYNOLDS COMPANY
                                 RETIREMENT PLAN

                (REVISED AND RESTATED EFFECTIVE OCTOBER 1, 1997)

AGREEMENT entered into by THE REYNOLDS AND REYNOLDS COMPANY (the "COMPANY") as
of the date set forth below.

As of September 30, 1968, the Company established The Reynolds and Reynolds
Company Retirement Plan (the "PLAN"). The Company now amends and restates the
Plan. Except as otherwise expressly provided with respect to any particular
provision, the amended and restated Plan shall be effective as of October 1,
1997.

The Plan is intended to comply with the applicable requirements of the General
Agreement on Tariffs and Trades of 1994 ("GATT"), the Uniformed Services
Employment and Re-employment Act of 1994 ("USERRA"), the Small Business Job
Protection Act of 1996 ("SBJPA"), the Tax Reform Act of 1997 ("TRA `97"), the
Restructuring and Reform Act of 1998 ("RRA >98") and the Community Renewal Tax
Relief Act of 2000 ("CRA >00"), and shall be construed accordingly.

                                    ARTICLE 1
                                   DEFINITIONS

In construing the terms of this document, where required by the context:

         (a)      the noun, verb, adjective and adverb form of each term
                  includes any of its other forms;

         (b)      the singular includes the plural and the plural includes the
                  singular; and

         (c)      "he," "him" and "his" include "she," "her" and "hers."

         1.1      ACCRUED BENEFIT means, for each Participant as of any Plan
Year, the Participant's accrued retirement benefit under the Plan (determined on
an actual basis and not a projected basis) attributable to Employer
contributions under the Plan, determined according to Article 3. Notwithstanding
any contrary Plan provision, the Accrued Benefit of any Participant who is a
member of a Fresh-Start Group will be equal to the greater of:

         (a)      the Participant's Frozen Accrued Benefit, if any, and

         (b)      the Participant's Accrued Benefit determined under the
                  applicable benefit formula, taking into account all credited
                  Years of Service and Participation, as applicable.

<PAGE>

In all cases, the amount actually paid to any Participant (or his Beneficiary),
shall be limited to his Vested Accrued Benefit.

         1.2      ACTUARIAL (OR ACTUARIALLY) EQUIVALENT means, subject to the
remaining provisions of this Section 1.2, a benefit of equivalent value computed
in accordance with accepted actuarial principles and based on the following
assumptions:

Pre-retirement:            1971 Group Annuity Mortality Table for males
projected to 1990 by Scale D, setback one (1) year for Participants and five (5)
years for any contingent annuitant or spouse named as Beneficiary, and interest
at seven percent (7%) per year.

Post-retirement:           1971 Group Annuity Mortality Table for males
projected to 1990 by Scale D, setback one (1) year for Participants and five (5)
years for any contingent annuitant or spouse named as Beneficiary, and interest
at seven percent (7%) per year.

Except as otherwise expressly provided in Section 3.7, and subject to the
provisions of Section 4.7, the amount of any form of benefit under the terms of
this Plan will be Actuarially Equivalent to the Accrued Benefit in the Normal
Form beginning at the Participant's Annuity Starting Date. If payment of
benefits to a Participant begins on a date after his Normal Retirement Date, his
benefit will be adjusted in accordance with Section 3.6 of the Plan.

Notwithstanding the preceding provisions of this Section, if a distribution is
paid in a form other than a non-decreasing annuity payable for a period of not
less than the life of the Participant (or, in the case of a qualified
pre-retirement survivor annuity, the life of the surviving spouse), Actuarial
Equivalence will be determined using the following rules:

         (a)      except as otherwise provided in subsection (b), below, the
                  amount of the benefit will be determined using whichever of
                  the following produces a greater benefit:

                  (i)      (A)      for distributions occurring on or after
                                    September 25, 1995, the "APPLICABLE
                                    MORTALITY TABLE". as defined in Code Section
                                    417(e)(3)(A)(ii), and the GATT Interest Rate
                                    (defined below in this Section);

                           (B)      for distributions occurring before September
                                    25, 1995 the mortality table specified in
                                    the first paragraph of this Section, and the
                                    PBGC Interest Rate(s) (defined below in this
                                    Section); or

                  (ii)     the interest rate and mortality table specified in
                           the first paragraph of this Section;

                                                                               2

<PAGE>

For purposes of (a)(i)(A), above, the "Applicable Mortality Table" for the
period ending December 31, 2002 shall be the 1983 Group Annuity Mortality table,
based on a population which is fifty percent (50%) male and fifty percent (50%)
female, as set forth in Revenue Procedure 95-6. For distributions made on or
after January 1, 2003, the "Applicable Mortality Table" shall be the 1994 GAR
table set forth in Revenue Procedure 2001-62 unless and until that table is
replaced as the standard table under Code Section 417(e)(3)(A)(ii). Any
mortality table change described in the preceding sentence shall go into effect
on the latest date permitted by law, unless the Plan is amended to provide for
an earlier effective date.

         (b)      for purposes of this Section:

                  (i)      the "PBGC INTEREST RATE" is the interest rate which
                           would be used (as of the first day of the Plan year
                           which includes the date the benefit is paid to the
                           Participant) by the Pension Benefit Guaranty
                           Corporation for purposes of determining the present
                           value of a lump sum distribution on plan termination,
                           and

                  (ii)     the "GATT INTEREST RATE" is the annual rate of
                           interest on thirty (30) year Treasury securities. For
                           purposes of determining the GATT Interest Rate:

                           -        the "lookback period" shall be the first
                                    full calendar month preceding the first day
                                    of the stability period; and

                           -        the "stability period" shall be one (1) Plan
                                    Year.

Notwithstanding any contrary provision of this Section, the preceding provisions
of this Section shall not apply to the extent they would cause the Plan to fail
to satisfy the requirements of Code Section 415, as set forth in subsection
3.10. If, as a result of an actuarial increase to the benefit of a Participant
who delays commencement of payment of benefits beyond his Retirement Date, the
Accrued Benefit of that Participant would exceed the Code Section 415 limits for
that year, then, immediately before the actuarial increase which would cause the
Participant's benefit to exceed the Code Section 415 limit, payment of benefits
to the Participant will commence.

         1.3      AUTHORIZED ABSENCE means an Employee's absence under a
nondiscriminatory policy established by the Employer, including any period:

         (a)      that is (i) authorized or approved by his Employer, or (ii)
                  during layoff or furlough while recall rights continue, as
                  determined in accordance with the normal practices of the
                  Employer, provided the Employee returns within the period
                  specified. A Company "payroll practice" (as defined in 29
                  C.F.R. Section 2510.3-1(b)(2)) generally referred to as the
                  short-term disability

                                                                               3

<PAGE>

                  program provides salary continuation benefits to qualifying
                  employees for specified periods when, for medical reasons,
                  they are unable to perform their regular duties. Subject to
                  such uniform rules, consistently applied, as the Committee
                  shall establish, the period during which a Participant
                  receives salary continuation benefits under the short-term
                  disability program shall be treated as an Approved Absence.
                  Any such Approved Absence shall end on the date salary
                  continuation benefits under the short-term disability program
                  cease, and shall not include any period of illness or
                  disability for which benefits are paid under any long-term
                  disability program sponsored by the Company or any Related
                  Company, whether paid by an insurance company, the Company, a
                  Related Company, or any combination of those entities. The
                  preceding rules also shall apply to Participants receiving
                  similar salary continuation benefits and employed by a Related
                  Company which has adopted this Plan.

         (b)      during which his reemployment rights are protected by the
                  Family and Medical Leave Act of 1993, or any other applicable
                  law.

                                       OR

         (c)      which constitutes a Maternity-Paternity Absence.

The provisions of this Section shall be uniformly applied to all Participants
similarly situated.

         1.4      BENEFICIARY means, with respect to any Participant:

         (a)      his spouse; or

         (b)      if a Participant elects payment in a form other than a
                  Qualified Joint and Survivor Annuity and his spouse, if any,
                  consents in accordance with the remaining provisions of this
                  Section, one or more other persons designated by him, in
                  accordance with the following provisions of this Section, to
                  receive any Plan benefits which are payable as a result of his
                  death.

A designation of a Beneficiary will be effective only when a signed and dated
Beneficiary designation form is filed with the Committee while the Participant
is alive. Any such form will revoke all Beneficiary designation forms signed and
filed earlier. A Participant may designate a person other than his spouse to be
his Beneficiary if he makes this designation before distribution of his Accrued
Benefit begins. However, no such designation shall be effective unless:

         (c)      the Committee receives a written consent to the election by
                  the Participant's spouse, if any, which consent acknowledges
                  the effect of the election,

                                                                               4

<PAGE>

                  approves the person or persons named as Beneficiary and is
                  witnessed by a notary public or the Plan Administrator; or

         (d)      evidence satisfactory to the Committee that the consent
                  required by subsection (c), next above, cannot be obtained
                  because there is no spouse, because the spouse cannot be
                  located or because of any other appropriate circumstances as
                  the Secretary of the Treasury may provide by regulation.

The Beneficiary designated on any written consent described in subsection (c),
next above, may not be changed to a person other than the spouse without the
consent of the Participant's spouse, unless the consent expressly permits the
Participant to designate a different person without further consent by the
spouse.

Any election made pursuant to this Section shall be effective only as to the
spouse consenting to it or subject to the evidence provided in accordance with
subsection (d) above, as the case may be. If a deceased Participant is not
survived by a designated Beneficiary, or if the Beneficiary of a deceased
Participant dies before complete distribution of the Participant's benefits, any
remaining death benefits due shall be distributed (in such proportions as the
Committee decides) to one or more Beneficiaries selected by the Committee, who
shall be either:

         (e)      one or more of the Participant's relatives by blood, adoption
                  or marriage; or

         (f)      the estate of the last to die of the Participant and his
                  Beneficiary.

         1.5      BREAK-IN-SERVICE means, except as otherwise provided in this
Section 1.5, a twelve (12) consecutive month period during which an Employee or
Participant is not credited with one (1) Hour of Service.

An individual whose employment with an Employer or a Related Company terminates
solely by reason of a Maternity-Paternity Absence beginning on or after October
1, 1985, and who would otherwise incur a Break- in-Service for that reason,
shall not be deemed to incur a Break-in-Service until the second anniversary of
the individual's date of Termination. In no event shall the operation of the
preceding sentence result in any individual receiving credit for vesting or
benefit accrual service for a period during which he is not employed by the
Employer or a Related Company.

         1.6      CODE means the Internal Revenue Code of 1986, as amended.
Reference to any Code section shall be construed to include any law or Code
provision which replaces it.

         1.7      COMMITTEE means the committee established under Article 7.

         1.8      COMPENSATION means the amount that is not in excess of one
hundred sixty thousand dollars ($160,000) (the "DOLLAR LIMIT") paid to an
Employee by the Employer or a

                                                                               5

<PAGE>

Related Company for services performed during the calendar year ending within
the Plan Year, as reflected on Form(s) W-2, or any replacement for that form.

The Dollar Limit shall be adjusted for each Plan Year to take into account any
applicable cost-of-living adjustment provided for that year pursuant to Code
Section 401(a)(17).

For purposes of this Section, Compensation includes:

         -        amounts attributable to elective deferral contributions to a
                  Code Section 401(k) Plan;

         -        amounts attributable to salary reduction contributions to a
                  Code Section 125 Plan; and

         -        for Plan Years beginning on and after January 1, 2001, amounts
                  that are contributed by an Employer pursuant to a salary
                  reduction agreement that are not includable in the
                  Participant's gross income under Code Section 132(f)(4).

For purposes of this Section, Compensation does not include:

         -        accrued but unpaid bonuses;

         -        non-cash payments, including but not limited to imputed income
                  resulting from the use of a vehicle owned or leased by the
                  Employer or a Related Company, or the personal use of property
                  owned by the Company or a Related Company;

         -        the taxable portion of any moving or relocation expenses paid
                  by the Employer or a Related Company;

         -        refunds of elective deferral contributions required to comply
                  with the requirements of Code Section 401(k)(3), 401(m),
                  402(g) or 415;

         -        income from the premature or disqualifying disposition of
                  securities acquired pursuant to a qualified, restricted or
                  similar stock or stock option plan;

         -        amounts paid pursuant to any non-qualified deferred
                  compensation arrangement sponsored by the Employer or any
                  Related Company, including but not limited to amounts derived
                  from elective salary reductions or deferrals; and

         -        severance pay.

                                                                               6
<PAGE>

         1.9      COVERED COMPENSATION for a Plan Year means, with respect to
each Participant, the average (without indexing) of the Taxable Wage Bases in
effect for each calendar year during the thirty-five (35) year period ending
with the last day of the calendar year in which the Participant attains (or will
attain) Social Security Retirement Age.

In determining a Participant's Covered Compensation for a Plan Year, the Taxable
Wage Base for all calendar years beginning after the first day of the Plan Year
is assumed to be the same as the Taxable Wage Base in effect as of the beginning
of the Plan Year for which the determination is being made.

A Participant's Covered Compensation:

         (a)      for a Plan Year before the thirty-five (35) year period ending
                  with the last day of the calendar year in which the
                  Participant attains Social Security Retirement Age is the
                  Taxable Wage Base in effect as of the beginning of the Plan
                  Year; and

         (b)      for a Plan Year after that thirty-five (35) year period is the
                  Participant's Covered Compensation for the Plan Year during
                  which the thirty-five (35) year period ends.

         1.10     DISABILITY means any medically determinable physical or mental
impairment which can be expected to result in death or be of a long-continued
and indefinite duration and qualifies the Participant for benefits under the
long-term disability program sponsored by the Employer (the "LTD PLAN").

         1.11     EARLY RETIREMENT DATE means the Benefit Eligibility Date which
occurs on or after the first day of the calendar month coincident with or next
following the later of the date on which a Participant attains age fifty-five
(55) and the date on which he completes fifteen (15) Years of Service.

         1.12     EMPLOYEE means any person employed by and receiving
Compensation from the Company or a Related Company, who receives remuneration
from the Company or a Related Company for personal services so performed, or any
person on an Authorized Absence who was so employed when his Authorized Absence
began. A Participant shall not be considered an Employee or an Eligible Employee
during any period of illness or disability for which he or she receives benefits
under any long-term disability program sponsored by the Company or any Related
Company, whether paid by an insurance company, the Company, a Related Company,
or any combination of those entities.

         1.13     EMPLOYER means the Company and any Related Company which, with
the consent of the Company, adopts the Plan.

                                                                               7

<PAGE>

         1.14     EMPLOYMENT DATE means the date on which an Employee is first
credited with an Hour of Service following either initial employment or
reemployment after a Break-in-Service.

         1.15     ERISA means the Employee Retirement Income Security Act of
1974, as amended. Reference to any section of ERISA shall be construed to
include any law or ERISA provision which replaces it.

         1.16     FINAL AVERAGE PAY means:

         (a)      For purposes of computing his Old Formula Benefit, it shall be
                  assumed that the Participant continues to earn annually until
                  his Normal Retirement Date Compensation at the level
                  equivalent to his historical Final Average Pay, i.e., a
                  Participant's average Compensation from his Employer for the
                  five (5) consecutive complete or partial calendar year period
                  occurring within the ten (10) calendar year period ending with
                  or within the Plan Year which produces the highest average. A
                  Participant's Final Average Pay shall be the average monthly
                  Compensation during the highest five (5) consecutive complete
                  or partial calendar years among the final ten (10) complete or
                  partial calendar years preceding his Normal Retirement Date
                  using both his Final Average Pay and any assumed level of
                  future Compensation projected to his Normal Retirement Date.
                  The Participant's Accrued Benefit will then be calculated
                  using the highest average monthly Compensation during that
                  five-year period.

         (b)      For purposes of computing his New Formula Benefit, a
                  Participant's average Compensation from his Employer for the
                  five (5) consecutive complete or partial calendar year period
                  occurring within the ten (10) calendar year period ending with
                  or within the Plan Year which produces the highest average. If
                  a Participant's entire period of employment with the Employer
                  is less than five (5) consecutive years, Final Average Pay
                  shall be determined based on Compensation earned during the
                  Participant's entire period of employment.

         1.17     FIVE PERCENT OWNER means any person who owns (or is considered
as owning within the meaning of Code Section 318) more than five percent (5%) of
the outstanding stock of the Employer or stock possessing more than five percent
(5%) of the total combined voting power of all stock of the Employer or, in the
case of an unincorporated business, any person who owns more than five percent
(5%) of the capital or profits interest in the Employer. In determining
percentage ownership, employers that otherwise would be aggregated under Code
Sections 414(b), (c), (m) and (o) will be treated as separate employers.

         1.18     FRESH-START DATE generally means the last day of a Plan Year
preceding a Plan Year for which any amendment of the Plan that directly or
indirectly affects the

                                                                               8

<PAGE>

amount of a Participant's benefit determined under the then current benefit
formula becomes effective. If this Plan has had a Fresh-Start Date for all
Participants, and, in a subsequent Plan Year, is aggregated for purposes of Code
Section 401(a)(4) with another plan which did not make the same fresh start, the
last day of the Plan Year preceding the first Plan Year during which the plans
are aggregated will be a Fresh-Start Date for this Plan.

         1.19     FRESH-START GROUP means all Participants who have Accrued
Benefits as of a Fresh-Start Date and have at least one (1) Hour of Service with
an Employer after that date, including but not limited to:

         (a)      all Participants whose Accrued Benefit as of a date on or
                  after the first day of the first plan year beginning on or
                  after January 1, 1989, is based on compensation for a year
                  beginning prior to the effective date of the Tax Reform Act of
                  1986 that exceeded two hundred thousand dollars ($200,000);

         (b)      all Participants whose Accrued Benefit as of a date on or
                  after the first day of the first plan year beginning on or
                  after January 1, 1994, is based on compensation for a year
                  beginning prior to the first day of the first plan year
                  beginning on or after January 1, 1994, that exceeded one
                  hundred fifty thousand dollars ($150,000); and

         (c)      all Participants who:

                  (i)      are not Grandfathered Participants (as defined in
                           Article 3),

                  (ii)     were actively employed by an Employer and had Accrued
                           Benefits on December 31, 2002,

                  (iii)    were actively employed by an Employer and members of
                           the Eligible Group (as defined in Article 2) on
                           January 1, 2003, and

                  (iv)     are credited with at least one (1) Hour of Service on
                           or after January 1, 2003.

         1.20     FROZEN ACCRUED BENEFIT means:

         (a)      for a Participant who has had a Fresh-Start Date, the amount
                  of his Accrued Benefit determined in accordance with the
                  provisions of the Plan applicable in the year containing the
                  latest Fresh-Start Date, determined as if the Participant
                  terminated employment with the Employer as of that date, (or
                  the date the Participant actually terminated employment with
                  the employer, if earlier), without regard to any amendment
                  made to the Plan which became effective after that date; and

                                                                               9

<PAGE>

         (b)      for a Participant who has not had a fresh-start, zero (0).

For purposes of (a), above, the effective date of any amendment shall be
determined after application of Code Section 401(b) or Section 1.401(a)(4)-11(g)
of the Regulations, as appropriate.

If, as of the Participant's latest Fresh-Start Date, Code Section 415 limited
the amount of his Frozen Accrued Benefit, his Frozen Accrued Benefit will be
increased for years after that Fresh-Start Date to the extent permitted under
Code Section 415(d)(1).

Also, if the Frozen Accrued Benefit of a Participant includes the top-heavy
minimum benefits provided in paragraph 3.5(a)(iv) of the Plan, his Frozen
Accrued Benefit will be increased to the extent necessary to comply with the
average compensation requirement of Code Section 416(c)(1)(D)(i). If:

         (c)      the Normal Form of benefit in effect on a Participant's latest
                  Fresh-Start Date is not the same as the Normal Form after that
                  Fresh-Start Date; and/or

         (d)      the Retirement Date for any Participant on that date was later
                  than the Retirement Date for that Participant after that
                  Fresh-Start Date;

then the Participant's Frozen Accrued Benefit will be expressed as an
Actuarially Equivalent benefit, payable in the Normal Form under the Plan after
the Participant's latest Fresh-Start Date, with payments beginning at the
Participant's Retirement Date under the Plan, as in effect after that
Fresh-Start Date.

If the Plan provides a new optional form of benefit with respect to a
Participant's Frozen Accrued Benefit, that optional form of benefit will be
provided with respect to each Participant's entire Accrued Benefit (including
the parts accrued both before and after the Fresh-Start Date).

         1.21     HIGHLY COMPENSATED EMPLOYEE means an Employee (as defined
below) who performed services for the Employer during the "DETERMINATION YEAR"
and:

         (a)      was, at any time during the "determination year" or "look-back
                  year", a Five Percent Owner of the Employer; or

         (b)      was in the top twenty percent (20%) of Employees ranked by
                  Compensation paid during the "look-back year" and received
                  Section 415 Compensation during the "look-back year" from the
                  Employer in excess of eighty thousand dollars ($80,000)
                  adjusted as provided in Code Section 415(d).

         (c)      For purposes of this Section:

                                                                              10

<PAGE>

                  (i)      (A)      the "look-back year" is the calendar year
                                    ending with or within the Plan Year for
                                    which testing is being performed, and

                           (B)      the "determination year" is the period of
                                    time, if any, which extends beyond the
                                    "look-back year" and ends on the last day of
                                    the Plan Year for which testing is being
                                    performed (the "LAG period"). If the "LAG
                                    PERIOD" is less than twelve (12) months, the
                                    dollar threshold amount specified in (b)
                                    above shall be prorated, based upon the
                                    number of months in the "lag period."

                  (ii)     the term "EMPLOYEE" means:

                           (A)      all persons described in Section 1.12 during
                                    the "determination year" and the "look-back"
                                    year; and

                           (B)      each former Employee who was a Highly
                                    Compensated Employee (1) during any
                                    determination year ending on or after his
                                    fifty-fifth (55th) birthday, or (2) during
                                    the determination year in which he separated
                                    from service.

                  (iii)    "SECTION 415 COMPENSATION" means compensation as
                           defined in Section 1.40.

         1.22     HOUR OF SERVICE. Subject to the following provisions of this
Section, an Employee or Participant shall be credited with an "HOUR OF SERVICE"
for each hour for which he is paid or entitled to payment for:

         (a)      services performed as an employee for an Employer or Related
                  Company,

         (b)      a period of time during which no duties are performed
                  (irrespective of whether the employment relationship has
                  terminated) due to vacation, holiday, illness, incapacity
                  (including Disability), layoff, jury duty, military duty or
                  leave of absence, or for which back pay, irrespective of
                  mitigation of damages, has been awarded to the Employee or
                  Participant or agreed to by the Company or Related Company,
                  determined and credited in accordance with Department of Labor
                  Reg. Sec. 2530.200b-2.

An hour paid at a premium rate will be counted only as a single hour. Each hour
will be credited to the Year when the duties are performed. No Hours of Service
will be credited for payment under a plan maintained solely to comply with
applicable workers' compensation, unemployment compensation or disability
insurance laws, or for a payment which only reimburses an Employee for his
medical or medically-related expenses.

                                                                              11

<PAGE>

To the extent required to avoid a Break-in-Service, an Employee or Participant
who is on a Maternity-Paternity Absence shall be credited with continuous
service for the twelve (12) month period beginning on the date the absence
begins.

Participants who met the disability requirements under The Reynolds and Reynolds
Company Union Retirement Plan as of September 30,1997, shall continue to accrue
Hours of Service (up to a maximum of five hundred one (501) hours per continuous
period) in accordance with the terms of The Reynolds and Reynolds Company Union
Retirement Plan, until the earlier of the first day on which the Participant no
longer meets the disability requirements, or March 31, 2001.

         1.23     KEY EMPLOYEE means:

         (a)      Each Employee or former Employee (and his Beneficiary) who at
                  any time during the five (5) Plan Years ending on the
                  Determination Date (as defined in Section 1.46):

                  (i)      was an officer of the Employer or a Related Company
                           receiving annual compensation greater than fifty
                           percent (50%) of the amount in effect under Code
                           Section 415(b)(1)(A) in any such Plan Year;

                  (ii)     was one of the ten (10) Employees owning both more
                           than one-half percent (1/2%) interest of the Employer
                           and its Related Company (considering the largest
                           interest owned at any time during the Year) but only
                           if he received compensation greater than the dollar
                           amount applied for purposes of Code Section
                           415(c)(1)(A) for the calendar Year ending coincident
                           with or immediately after the Determination Date; or

                  (iii)    owned either (A) more than five percent (5%) of the
                           Employer's outstanding shares of stock (or its
                           capital or profit interest, if the Employer is not a
                           corporation), or (B) more than five percent (5%) of
                           the total combined voting power of the Employer's
                           shares of stock; or

                  (iv)     owned either:

                           (A)      more than one percent (1%) of the Employer's
                                    shares of stock (or its capital, or profit
                                    interest, if the Employer is not a
                                    corporation), or

                           (B)      stock possessing more than one percent (1%)
                                    of the total combined voting power of all
                                    the Employer's stock;

                                       AND

                                                                              12

<PAGE>

                           (C)      received compensation of more than one
                                    hundred fifty thousand dollars ($150,000)
                                    from the Employer and/or any Related
                                    Company.

         (b)      For purposes of this Section:

                  (i)      No more than fifty (50) Employees, or, if less, the
                           greater of three (3) or ten percent (10%) of the
                           largest number of Employees employed at any time
                           during the Year or any of the four (4) preceding
                           Years will be Key Employees under paragraph (a)(i).
                           If there are more officers than are counted under the
                           preceding sentence, only those who had the highest
                           aggregate compensation while they were officers
                           during the five (5) Plan Years ending on the
                           Determination Date will be considered as Key
                           Employees.

                  (ii)     A person is an officer only if he is in regular and
                           continued service as an administrative executive of
                           the Employer or a Related Company.

                  (iii)    No person will be a Key Employee under more than one
                           paragraph of this definition unless he also is a
                           Beneficiary of a deceased Key Employee.

                  (iv)     For purposes of determining ownership under this
                           definition, a person will be treated as owning all
                           shares of stock which he owns directly or
                           constructively by application of Code Section 318. In
                           applying Code Section 318(a)(2)(C) to paragraphs
                           (a)(ii) and (a)(iii) above, five percent (5%) will be
                           substituted for fifty percent (50%) wherever it
                           appears in that Code section.

                  (v)      For purposes of determining whether a person is a one
                           percent (1%) or five percent (5%) owner or one of the
                           ten (10) Employees owning the largest interest of the
                           Employer, his ownership interest in any entity
                           related to the Employer solely by reason of Code
                           Sections 414(b), (c) or (m) will be disregarded.

                  (vi)     For purposes of determining whether a person is one
                           of the ten (10) largest owners, if two (2) persons
                           have the same interest, the person receiving the
                           greater annual compensation from the Employer or
                           Related Company will be treated as having the larger
                           interest.

                  (vii)    For purposes of this Section, "compensation" has the
                           meaning given to that term under Code Section
                           414(q)(4).

                                                                              13

<PAGE>

         1.24     LEASED EMPLOYEE means any person (other than an Employee of
the Company or a Related Company) performing services for the Company or a
Related Company (the "LESSEE") under an agreement between a Lessee and another
entity if:

         (a)      the person has performed those services for the Lessee (or the
                  Lessee and related entities as defined in Code 414(n)(6)) on a
                  substantially full-time basis for at least one (1) Year;

         (b)      the services are performed under the primary direction or
                  control of the Lessee; and

         (c)      unless leased employees (determined without regard to this
                  paragraph) constitute more than twenty percent (20%) of the
                  recipient's nonhighly compensated workforce, that person is
                  not covered by a money purchase pension plan providing:

                  (i)      a nonintegrated employer contribution rate of at
                           least ten percent (10%) of compensation as defined in
                           Code Section 415(c)(3) but including amounts which
                           are excluded pursuant to a salary reduction agreement
                           from the person's gross income under Code Sections
                           125, 402(e)(3), 402(h)(1)(B) or 403(b);

                  (ii)     immediate participation; and

                  (iii)    full and immediate vesting.

         1.25     LIMITATION YEAR means the calendar year.

         1.26     MATERNITY-PATERNITY ABSENCE means an individual's absence from
work with an Employer or Related Company for any period by reason of the
pregnancy of the individual, the birth of the individual's child, the placement
of a child with the individual in connection with his adoption of the child or
for purposes of caring for such a child for a period immediately following the
birth or placement. An Employee or Participant shall not be credited with
service for a Maternity-Paternity Absence unless the Employee or Participant
timely provides to the Company's human resources department such information as
may be required to establish that the absence constituted a Maternity-Paternity
Absence and the number of days of the absence, however.

         1.27     MILITARY SERVICE means an Employee's active service with the
United States armed forces during any period his reemployment rights are
protected by law.

         1.28     NON-HIGHLY COMPENSATED EMPLOYEE means any Employee who is not
a Highly Compensated Employee (as defined in Section 1.21).

                                                                              14

<PAGE>

         1.29     NON-KEY EMPLOYEE means any Employee who is not a Key Employee
or a Beneficiary of a Key Employee.

         1.30     NORMAL RETIREAMENT DATE means the Benefit Eligibility Date
which occurs on or after the first day of the calendar month which coincides
with or next follows a Participant's sixty-fifth (65th) birthday.

         1.31     PARTICIPANT means an eligible Employee who has qualified for
participation under Section 2.1 and who has not Terminated or been suspended
under Section 2.4.

         1.32     PERIOD OF SERVICE. As a result of mergers, acquisitions,
collective bargaining agreements or other special circumstances, special
provisions apply to the calculation of Periods of Service for certain groups of
Employees. Those special provisions are set forth in Article 2, and may, in the
future, be set forth on one or more attachments ("SCHEDULES") to the Plan, which
are incorporated by this reference as part of the terms of the Plan. The
following rules are subject to any contrary provisions in Article 2 or in any
Schedule (collectively, the "SPECIAL PROVISIONS"). To the extent that the
following provisions are inconsistent with any of the Special Provisions, the
Special Provisions shall be followed.

         (a)      General Rule. An Employee's Period of Service shall be his
                  total period of employment with one or more Employers or
                  Related Companies measured in years and months, beginning on
                  his initial Employment Date, adjusted to take into account any
                  Breaks-in-Service. For this purpose:

                  (i)      one (1) day or more of employment in a calendar month
                           shall be deemed a completed month,

                  (ii)     an Employee's Period of Service is deemed to continue
                           during:

                           (A)      any Authorized Absence up to one (1) year in
                                    duration, provided that the Period of
                                    Service will end if the Employee fails to
                                    return to work on the date the Authorized
                                    Absence ends, or, if later, the date which
                                    is twelve (12) months from the date the
                                    Authorized Absence began,

                           (B)      any period of Military Service (to the
                                    extent required by law), provided, however,
                                    that, if a Participant who is absent as a
                                    result of Military Service does not return
                                    to employment within the period provided by
                                    law, he shall be deemed to have Terminated
                                    employment on the date he left for service
                                    in the armed forces of the United States,

                           (C)      any period following his Termination if he
                                    is rehired before incurring a
                                    Break-in-Service,

                                                                              15

<PAGE>

                           (D)      a change to or from being a member of the
                                    Eligible Group (if such change occurs on or
                                    after October 1, 2002), and

                           (E)      employment by another Employer or a Related
                                    Company provided employment terminates
                                    merely to become an employee of the other
                                    Employer or Related Company,

                  (iii)    in no event shall a Participant be granted credit for
                           any Period of Service (by the Employer or a Related
                           Company) which (A) ended by Termination prior to
                           September 30, 1968 (the original effective date of
                           the Plan), or (B) will result in duplication of
                           credit for the same Period of Service.

         (b)      Breaks-in-Service.

                  (i)      Except as otherwise provided below in this Section,
                           any Period of Service completed prior to the
                           beginning of a Break-in-Service shall be recredited,
                           as of the Employee's reemployment date, for purposes
                           of determining (A) his eligibility to participate in
                           the Plan following the Break-in-Service, (B) his
                           Accrued Benefit and (C) the Vested portion of any
                           Plan benefit accrued before or after his reemployment
                           date.

                           The following provisions shall apply to a Re-employed
                           Participant, as defined below. For this purpose, a
                           "RE-EMPLOYED PARTICIPANT" is a Participant who:

                           (A)      previously terminated his employment with an
                                    Employer (a "PRIOR TERMINATION") and is
                                    later re-employed by the Employer; and

                           (B)      had, as of his Prior Termination date, a
                                    Vested Accrued Benefit; and

                           (C)      as a result of his Prior Termination,
                                    received a distribution of all or part of
                                    his Vested Accrued Benefit.

                           The amount of any Accrued Benefit which was Forfeited
                           on account of the Prior Termination of a Re-employed
                           Participant shall be restored, if he repays to the
                           Trustee, in cash and in a single lump sum, an amount
                           equal to the amount, if any, distributed to him by
                           the Trustee on account of his Prior Termination, plus
                           interest compounded annually (computed from the date
                           of distribution to the date of repayment) at the rate
                           determined for purposes of Code

                                                                              16
<PAGE>

                           Section 411(c)(2)(C). The repayment must occur while
                           the Participant is employed by an Employer and prior
                           to the earlier of:

                           (D)      the fifth (5th) anniversary of the date of
                                    his reemployment by an Employer giving rise
                                    to his repayment right; or

                           (E)      the close of the first period of five (5)
                                    consecutive One Year Breaks in Service
                                    commencing after the date on which
                                    distribution was made to him.

                           Effective as of the date repayment is made by a
                           Participant, his aggregate number of Years of Service
                           and Participation accrued prior to his termination of
                           employment shall be included for purposes of benefit
                           accrual and determining the nonforfeitable percentage
                           of his Accrued Benefit.

                  (ii)     Determining Eligibility for Employees Who Experience
                           a Break-in-Service Before Becoming Plan Participants.
                           A former Employee or Ineligible Employee who
                           terminated employment with the Employers and Related
                           Companies prior to becoming eligible to participate
                           in the Plan, and is rehired by an Employer or Related
                           Company after a Break-in-Service, must satisfy the
                           eligibility requirements of Article 2 based solely on
                           his age and continuous employment after his
                           reemployment date.

                  (iii)    Pre-Break Service Permanently Disregarded in
                           Determining Eligibility and Vesting After a
                           Break-in-Service. If a reemployed Participant:

                           (A)      had no vested Accrued Benefit at the time
                                    his employment most recently Terminated, and

                           (B)      experiences a continuous Break-in-Service of
                                    five (5) years, or, if greater, the number
                                    of years of service credited to him at the
                                    time the Break-in-Service period began,

                           then any Period of Service prior to his Termination
                           shall be disregarded in determining his eligibility
                           to participate in the Plan following his reemployment
                           date and for purposes of determining the vested
                           portion of his benefit which accrues after that date.

                  (iv)     Pre-Break Service Permanently Disregarded in
                           Determining Benefit Accruals After a
                           Break-in-Service. If a reemployed Employee:

                           (1)      experiences a Break-in-Service of at least
                                    five (5) years, or, if greater, the
                                    aggregate of his service period before the
                                    Break-

                                                                              17
<PAGE>

                                    in-Service (not including any service
                                    disregarded by reason of a prior
                                    Break-in-Service), and

                           (2)      his pre-break service would have been
                                    disregarded under the terms of the Plan in
                                    effect as of September 30, 1985 (assuming he
                                    had been rehired by the Employer on
                                    September 30, 1985),

                           then his Period of Service prior to his Termination
                           shall be disregarded in determining the part of his
                           Plan benefit which accrues after his reemployment
                           date, provided, however, that any benefit accrued
                           prior to his reemployment date shall be frozen and
                           shall not be reduced.

         (c)      Special Rules. Except as otherwise expressly provided in (a)
                  and (b), above, solely for purposes of computing his Accrued
                  Benefit, an Employee's service shall be credited as follows:

                  (i)      an Employee shall receive credit for any Period of
                           Service completed prior to October 1, 1976, unless
                           otherwise specifically limited in an applicable
                           Schedule or by the remaining provisions of this
                           subsection (c);

                  (ii)     any person who was a Participant on October 1, 1976,
                           and was hired after attaining age fifty (50), shall
                           receive credit for any Period of Service completed
                           prior to October 1, 1976, only if he was not a
                           Participant in the Plan as in effect on September 30,
                           1976;

                  (iii)    service completed on or after October 1, 1976, shall
                           be credited for periods of eligible employment
                           beginning on the October 1 coincident with or next
                           following the later of (A) the date a Participant
                           attains age twenty and one-half (20-1/2), or (B) the
                           date he completes a six (6) month Period of Service;
                           and

                  (iv)     no credit shall be given for any service completed on
                           or after October 1, 1982, for any period during which
                           an Employee was:

                           (A)      covered by a collective bargaining agreement
                                    to which an Employer or Related Company is
                                    or was a party, and under which retirement
                                    benefits were the subject of good faith
                                    bargaining, and

                           (B)      a participant in a defined benefit pension
                                    plan sponsored by a collective bargaining
                                    unit to which his employer does not
                                    contribute.

                                                                              18
<PAGE>

         1.33     PERMISSIVE AGGREGATION GROUP means:

         (a)      all qualified employee pension benefit plans in the Required
                  Aggregation Group; and

         (b)      any qualified employee pension benefit plan sponsored by the
                  Employer or a Related Company which:

                  (i)      is not part of the Required Aggregation Group,

                  (ii)     satisfies the requirements of Code Sections 401(a)(4)
                           and 410 when considered together with the Required
                           Aggregation Group, and

                  (iii)    the Employer elects to include in the Permissive
                           Aggregation Group.

         1.34     PLAN means this plan, as amended from time to time. The Plan
is intended to qualify under Code Section 401(a) as a defined benefit pension
plan.

         1.35     PLAN ADMINISTRATOR means the Company, which shall act as the
"ADMINISTRATOR" as that term is defined in Section 3(16)(A) of ERISA and the
"PLAN ADMINISTRATOR" as that term is defined in Code Section 414(g).

The Company may delegate responsibility (including, without limitation,
discretionary authority) for management and administration of the Plan and Trust
to the Committee established under Article 7 of the Plan and to other persons or
entities. Nothing contained in this Section 1.35 shall be construed to limit the
authority expressly granted to the Committee in Article 7. The Plan
Administrator is the agent for service of legal process on the Plan.

         1.36     PLAN YEAR means the twelve (12) consecutive month period
beginning each October 1.

         1.37     PROJECTED PRIMARY INSURANCE AMOUNT for any Participant as of
any Plan Year, is the primary insurance amount (determined as of the close of
the Plan Year) payable to the Participant upon attainment of the Participant's
Social Security Retirement Age, assuming the Participant's annual compensation
from the Employer treated as wages for purposes of the Social Security Act
remains the same from the Plan Year until the Participant attains Social
Security Retirement Age.

The actual compensation paid to the Participant by the Employer during all
Periods of Service of the Participant for the Employer during which the
Participant was covered by the Social Security Act shall be used in determining
the Participant's Projected Primary Insurance Amount.

                                                                              19
<PAGE>

For years before the Participant began service for the Employer:

         (a)      it will be assumed that the Participant received compensation
                  for service in an amount computed by using a salary scale
                  projected backwards from the determination date to the
                  Participant's twenty-first (21st) birthday;

         (b)      provided, however, that if the Participant provides the
                  Employer with satisfactory evidence of the actual amount of
                  his "wages" under the Social Security Act for the years prior
                  to his employment by the Employer then his Plan benefit will
                  be based on his actual past compensation.

Each Participant shall be provided with written notice of his right to supply
actual compensation history, and of the financial consequences of failing to
supply it. The notice shall be given each time the summary plan description is
provided to the Participant and also will be given upon the Participant's
separation from service. The notice also shall state that the Participant can
obtain his actual compensation history from the Social Security Administration.

         1.38     RELATED COMPANY means:

         (a)      any corporation or unincorporated trade or business under
                  common control with the Company (as determined under Code
                  Sections 414(b), (c), (n) and (o)); and

         (b)      a member of an affiliated service group (as determined under
                  Code Section 414(m)) which includes the Company.

         1.39     REQUIRED AGGREGATION GROUP means the Plan and any other
qualified employee pension benefit plan sponsored by the Company or a Related
Company (a) in which a Key Employee participates, and (b) which enables the Plan
to meet the requirements of Code Sections 401(a)(4) or 410. A terminated plan
will be aggregated if it was maintained within the five (5) Years ending on the
Determination Date for the Plan Year in question and would, but for the fact
that it terminated, be part of the Required Aggregation Group for such Plan
Year.

         1.40     SECTION 415 COMPENSATION means wages, salaries, other amounts
received (without regard to whether or not an amount is paid in cash) for
personal services actually rendered (including, but not limited to, commissions
paid to salesmen, compensation for services based on a percentage of profits,
tips, fringe benefits, bonuses and reimbursement or other expense allowances
under a nonaccountable plan as described in Treas. Reg. Section 1.62-2(c)), and
earned income (within the meaning of Code Section 401(c)(2)) received from the
Company and all Related Companies and (to the extent provided by applicable
Treasury Regulations) from an employer purchasing a Code

                                                                              20
<PAGE>

Section 401(b) annuity. The term also includes income from sources outside the
United States (as defined in Code Section 911(b)). However, Section 415
Compensation does not include:

         (a)      Employer contributions to a plan of deferred compensation
                  which are not includable in the Employee's gross income for
                  the taxable Year in which contributed, or employer
                  contributions to a simplified employee pension plan to the
                  extent those contributions are deductible by the Employee, or
                  any distributions from a plan of deferred compensation, except
                  that, for Limitation Years beginning on or after January 1,
                  1998, Section 415 Compensation shall include elective
                  deferrals, as defined in Code Section 402(g)(3), and any
                  amount which is contributed or deferred by a Participant's
                  employer at the Participant's election which is not includable
                  in his gross income by reason of Section 125 or Section 457.

         (b)      Amounts realized from the exercise of a nonqualified stock
                  option, or when restricted stock (or property) held by the
                  Employee either becomes freely transferable or is no longer
                  subject to a substantial risk of Forfeiture;

         (c)      Amounts realized from the sale, exchange or other disposition
                  of stock acquired under a qualified stock option; and

         (d)      other amounts which received special tax benefits, or
                  contributions made by the Employer (whether or not under a
                  salary reduction agreement) towards the purchase of an annuity
                  contract described in Code Section 403(b) (whether or not the
                  contributions are actually excludable from the gross income of
                  the employee).

Deferred compensation not described in (b), above, received under an unfunded
nonqualified plan will be included in Section 415 Compensation only in the Year
in which those amounts are included in the individual's gross income for federal
income tax purposes.

For Limitation Years beginning on and after January 1, 1998, Section 415
Compensation paid or made available during such Limitation Years shall include
elective amounts that are not includable in the gross income of the Participant
by reason of Code Section 132(f)(4).

         1.41     SOCIAL SECURITY RETIREMENT AGE means:

         (a)      age sixty-five (65) if the Participant was born before January
                  1, 1938;

         (b)      age sixty-six (66) if the Participant was born after December
                  31, 1937, but before January 1, 1955; and

                                                                              21
<PAGE>

         (c)      age sixty-seven (67) if the Participant was born after
                  December 31, 1954.

         1.42     SUPER TOP-HEAVY PLAN means this Plan if, on any Determination
Date, the Top-Heavy Ratio (as defined in the definition of "TOP-HEAVY PLAN")
exceeds ninety percent (90%).

         1.43     TAXABLE WAGE BASE means the contribution and benefit base in
effect under section 230 of the Social Security Act at the beginning of the Plan
Year.

         1.44     TERMINATE or TERMINATION means cessation of employment with
the Company and all Related Companies for any reason. An Employee will not
Terminate while in Military Service. If an employee fails to return to work for
an Employer or Related Company by the earlier of:

         (a)      the end of any period of Authorized Absence, or

         (b)      the date which is twelve (12) months after an Authorized
                  Absence begins,

his Employment shall be deemed to Terminate as of the last day of the period
described in (a) or (b), whichever applies.

         1.45     Top-Heavy Group means all plans of the Company and Related
Companies in the Required Aggregation Group and any other qualified employee
benefit plan of the Company and Related Companies which the Company elects to
aggregate as part of a Permissive Aggregation Group if, on any Determination
Date, the Top-Heavy Ratio (as defined in the definition of "TOP-HEAVY PLAN")
exceeds sixty percent (60%)). For purposes of that comparison, the Accrued
Benefits of all Non-Key Employees who were, but no longer are, Key Employees
will be disregarded. If the aggregated plans do not have the same Determination
Date, this test will be made using the Value calculated as of each plan's
Determination Date occurring during the same calendar Year.

         1.46     TOP-HEAVY PLAN means this Plan if, on any Determination Date,
the Top-Heavy Ratio exceeds sixty percent (60%). For purposes of that
comparison, the Accrued Benefits of all Non-Key Employees who were, but no
longer are, Key Employees will be disregarded. The following rules for
calculating the Top Heavy Ratio apply for purposes of this definition, and the
definitions of "SUPER TOP-HEAVY PLAN" and "TOP-HEAVY GROUP".

If the Employer:

         (a)      maintains one or more defined benefit plans; and

         (b)      no benefits have accrued under any Defined Contribution Plan
                  sponsored by the Employer during the five (5) year period
                  ending on the Determination Date(s),

                                                                              22
<PAGE>

                                      THEN

the "TOP-HEAVY RATIO" for this Plan (or for the Required or Permissive
Aggregation Group, as appropriate) is a fraction:

         (c)      the numerator of which is the present value of the cumulative
                  Accrued Benefits of all Key Employees as of the Determination
                  Date(s), and

         (d)      the denominator of which is the present value of the
                  cumulative Accrued Benefits of all Participants,

both computed in accordance with Code Section 416 and the applicable
regulations.

For purposes of this Section 1.46, the present value of the cumulative accrued
benefits under the Plan shall be determined as of the date Plan costs for
minimum funding purposes are computed, and shall be calculated using the
actuarial assumptions otherwise employed under the Plan for actuarial
valuations. For purposes of this paragraph "cumulative accrued benefits" and
"the aggregate of the accounts" shall have the meanings provided under and be
determined in accordance with Section 416 of the Code, as interpreted in
applicable regulations and rulings.

If the Employer also maintains or has maintained one or more Defined
Contribution Plans (including any Simplified Employee Pension Plan) in which
benefits have accrued during the five (5) year period ending on the
Determination Date(s);

                                      THEN

the Top-Heavy Ratio for any Required or Permissive Aggregation Group (as
appropriate) is a fraction:

         (e)      the numerator of which is the sum of (i) the account balances
                  under the aggregated Defined Contribution Plan(s) for all Key
                  Employees, and (ii) the present value of Accrued Benefits
                  under the aggregated defined benefit plan(s) for all Key
                  Employees as of the Determination Date(s), and

         (f)      the denominator of which is the sum of (i) the Accrued
                  Benefits under the aggregated Defined Contribution Plan(s) for
                  all Participants, and (ii) the present value of Accrued
                  Benefits under the defined benefit plan(s) for all
                  Participants as of the Determination Date(s),

all determined in accordance with Code Section 416 and the applicable
regulations.

The account balances under a Defined Contribution Plan, and the Accrued Benefits
under a defined benefit plan in both the numerator and denominator of the
Top-Heavy Ratio are

                                                                              23
<PAGE>

increased for any distribution made in the five (5) year period ending on the
Determination Date.

         (g)      For purposes of computing the Top-Heavy Ratio, the value of
                  account balances and the present value of Accrued Benefits
                  will be determined as of the most recent Valuation Date that
                  falls within or ends with the twelve (12) month period ending
                  on the Determination Date, except as provided in Code Section
                  416 and the applicable regulations for the first and second
                  Plan Years of a defined benefit plan.

The account balances and Accrued Benefits of a Participant (i) who is not a Key
Employee but who was a Key Employee in a prior year, or (ii) who has not been
credited with at least one (1) Hour of Service with any Employer maintaining the
Plan at any time during the five (5) year period ending on the Determination
Date will be disregarded. The calculation of the Top-Heavy Ratio, and the extent
to which distributions, rollovers, and transfers are taken into account will be
made in accordance with Code Section 416 and the applicable regulations.
Deductible employee contributions (if any) will not be taken into account for
purposes of computing the Top-Heavy Ratio. When aggregating plans the value of
account balances and Accrued Benefits will be calculated with reference to the
Determination Dates that fall within the same calendar year.

For purposes of the Plan, "DETERMINATION DATE" means the date on which the Plan
Administrator determines whether the Plan is Top-Heavy, Super Top-Heavy or part
of a Top-Heavy Group. That date is the last day of the preceding Plan Year or,
in the case of a new Plan, the last day of the first Plan Year.

         1.47     TOP-HEAVY PLAN YEAR means any Plan Year during which the Plan
is Top-Heavy, Super Top-Heavy or part of a Top-Heavy Group.

         1.48     TRUST means the trust established under Article 5.

         1.49     TRUST FUND means the fund established under the terms of a
trust agreement to hold assets accumulated under the Plan.

         1.50     TRUSTEE means the person named as trustee under a trust
agreement holding Plan assets under Article 5.

         1.51     VALUATION DATE means the date specified in Section 6.1.

         1.52     VESTED ACCRUED BENEFIT means that portion of a Participant's
Accrued Benefit which is nonforfeitable, determined as follows.

         (a)      Regardless of his Years of Service, a Participant will be one
                  hundred percent (100%) vested in his Accrued Benefit on the
                  earliest of:

                                                                              24
<PAGE>

                  (i)      his Normal or Early Retirement Date;

                  (ii)     the later of (1) the date he reaches age sixty-five
                           (65), or (2) the fifth (5th) anniversary of the date
                           he began to participate in the Plan; or

                  (iii)    the date the Plan terminates.

         (b)      Except as otherwise provided in (a), next above, the
                  nonforfeitable percentage of any part of a Participant's
                  Accrued Benefit shall be determined under the following
                  schedule:

<TABLE>
<CAPTION>
                         Non-Forfeitable
Years of Service           Percentage
----------------         ---------------
<S>                      <C>
Less than 5                   0%
5 or more                   100%
</TABLE>

For any Top-Heavy Plan Year, and for any subsequent non Top-Heavy Plan Year, the
following special top-heavy vesting schedule will be applied to determine the
Vested Accrued Benefit of each Participant who is credited with at least one (1)
Hour of Service in that Year unless the schedule above provides for more rapid
vesting:

<TABLE>
<CAPTION>
                        Non-Forfeitable
Years of Service          Percentage
----------------        ---------------
<S>                     <C>
Less than 3                   0%
3 or more                   100%
</TABLE>

         1.53     YEAR OF PARTICIPATION means each twelve (12) month Period of
Service (including fractional years) during which an Employee is actively
employed by an Employer, a member of the Eligible Group and accruing benefits
under the Plan. For this purpose, a period during which a Participant fails to
accrue a benefit solely as a result of:

         (a)      benefit limits under Code Section 415,

         (b)      limits on Compensation which may be taken into account under
                  Code Section 401(a)(17), or

         (c)      any Plan limit on the number of years which may be taken into
                  account in calculating Plan benefits,

is a period of participation.

         1.54     YEAR OF SERVICE means each twelve (12) month Period of
Service.

                                                                              25
<PAGE>

                                    ARTICLE 2
                          ELIGIBILITY AND PARTICIPATION

         2.1      ELIGIBILITY. Except as otherwise provided below or in any
Schedule (as defined in Section 1.32), each Employee will become a Participant
on the first October 1 (his "Entry Date") on which he:

         (a)      is a member of the Eligible Group (as defined below);

         (b)      has attained age twenty and one-half (20-1/2); and

         (c)      has completed six (6) months of continuous Service.

For purposes of this Section, "ELIGIBLE GROUP" means all Employees of any
Employer except those who are:

         -        not Eligible Employees;

         -        Leased Employees;

         -        Non-resident aliens with no U.S. source income; or

         -        Employees represented by a collective bargaining
                  representative unless and until their eligibility to
                  participate in the Plan has been agreed upon by the Employer
                  and the collective bargaining representative.

                  If an unrepresented Employee who is a member of the Eligible
                  Group later becomes represented by a bargaining
                  representative, he will continue to be within the Eligible
                  Group unless and until his eligibility to participate in the
                  Plan is terminated through collective bargaining. For these
                  purposes, a collective bargaining unit does not include any
                  organization more than half of whose members are Employees who
                  are owners, officers or executives of the Employer.

An "ELIGIBLE EMPLOYEE" is any Employee who, beginning on or after October 1,
1976, is classified as a regular salaried Employee or salesman of an Employer,
and, beginning on or after December 31, 1990, is classified as a regular
hourly-rated Employee of an Employer. An Employee who is an Eligible Employee
and either ceases to retain his Eligible Employee status or is transferred to a
Related Company which has not adopted the Plan shall cease to be an Eligible
Employee unless and until he regains Eligible Employee status.

                                                                              26
<PAGE>

         2.2      SPECIAL PROVISIONS RELATING TO ACQUIRED BUSINESSES. Employees
of any Acquired Business (defined in Schedule A), operating division, business
unit, subsidiary or affiliate of any Employer or Related Company to which Plan
coverage has not been extended by the Company shall not be eligible to
participate in the Plan. For purposes of the preceding sentence, an "ACQUIRED
BUSINESS" includes any division or business unit:

         (a)      established by an Employer to continue, in whole or in part,
                  any business operation acquired by an Employer or a Related
                  Company, or

         (b)      resulting from a merger or the purchase of some or all of the
                  assets of another business entity.

Employees who become employed by an Acquired Business after the date of
acquisition shall be treated as employees of that Acquired Business.

The Board of Directors of the Company, or any group or individual authorized by
the Board of Directors, may extend Plan coverage to any such group of employees.
Any such extension of coverage shall be evidenced by a written document setting
forth the effective date of Plan coverage, and any special terms and conditions
applicable to that group.

The terms and conditions of Plan coverage for certain employees of acquired
business units are set forth in Schedule A. In all cases, any grant of past
service credit applies only to individuals employed on the date of the
acquisition.

         2.3      PARTICIPATION. Except as otherwise provided below in this
Section or in any Schedule, each Employee who is a member of the Eligible Group
will become a Participant on the first Entry Date on which he meets the
eligibility requirements set forth in Section 2.1.

Participants (and their Beneficiaries) shall be bound by the terms and
conditions of the Plan. Subject to the provisions of Section 1.32, if a former
Participant is rehired by the Employer before experiencing a Break-in-Service,
he will become a Participant on the date he is first credited with an Hour of
Service after that reemployment, provided that he is then a member of the
Eligible Group.

         2.4      CESSATION OF PARTICIPATION. Subject to the provisions of
Section 4.7, participation will end when a Participant Terminates or when he
ceases to be an Eligible Employee (as defined in Section 2.1). If his
participation ends because he is no longer an Eligible Employee, the following
special rules shall apply:

         -        his Accrued Benefit determined as of the date he ceases to be
                  an Eligible Employee shall be frozen and shall not be
                  increased on account of any Period of Service completed or
                  Compensation received while no longer an Eligible Employee;
                  and

                                                                              27

<PAGE>

         -        any Period of Service completed while he is not an Eligible
                  Employee shall be counted solely for purposes of computing the
                  nonforfeitable portion of his Accrued Benefit and for purposes
                  of determining whether he is entitled to a distribution under
                  Article 4.

A Participant shall be considered inactive during any period of illness or
disability for which he or she receives benefits under any long-term disability
program sponsored by the Company or any Related Company, whether paid by an
insurance company, the Company, a Related Company, or any combination of those
entities.

         2.5      RESUMPTION OF PARTICIPATION. In the event an Employee becomes
an Eligible Employee (either for the first time or after a prior cessation of
participation), all Periods of Service, including those completed while he was
not an Eligible Employee, shall be credited for purposes of:

         -        determining whether he has satisfied the requirements of
                  subsection 2.1(c); and

         -        computing his Vested Accrued Benefit, except to the extent
                  that he became a Participant on or after October 1, 1982 and
                  was a member of a defined benefit pension plan sponsored by a
                  collective bargaining unit to which the Company does not
                  contribute but which was the subject of bargaining with the
                  Company.

                                    ARTICLE 3
                       FUNDING AND AMOUNT OF PLAN BENEFITS

         3.1      CONTRIBUTIONS TO PLAN. The Employers will make contributions
to the Trustee from time to time in amounts that are determined in accordance
with the Plan funding policy and are consistent with the provisions of Code
Section 412. Participants are not required or permitted to make contributions
under the Plan.

         3.2      FORFEITURES UNDER PLAN. Forfeitures arising under the Plan for
any reason shall be applied to reduce Plan contributions and shall not be used
to increase benefits payable to any person under the Plan.

         3.3      PAYMENT OF CONTRIBUTIONS TO TRUSTEE. Any contribution by an
Employer for any Plan Year shall be due on the last day of that year, and shall
be paid to the Trustee at such time as the Employer decides, but not later than
the time prescribed by law for filing the Employer's Federal income tax return
(including extensions). Employer contributions may be made in cash, cash
equivalents or Company stock.

                                                                              28

<PAGE>

         3.4      ADDITIONAL DEFINITIONS AND SPECIAL RULES.

         (a)      A "Grandfathered Participant" is any Participant who:

                  (i)      was born on or before January 1, 1966,

                  (ii)     is actively employed by an Employer and a Plan
                           Participant on December 31, 2002, and

                  (iii)    is actively employed by an Employer, a member of the
                           Eligible Group and a Plan Participant on January 2,
                           2003.

         (b)      "NEW FORMULA BENEFIT" means, subject to the terms and
                  conditions of this Article 3, a benefit payable in the form of
                  a single-life annuity, with payments beginning at the Normal
                  Retirement Date equal to the sum of:

                  (i)      0.85% of Final Average Pay, and

                  (ii)     0.25% of that part of Final Average Pay which exceeds
                           Covered Compensation,

                  multiplied by the lesser of thirty (30) or the Participant's
                  number of Years of Participation as of the date of
                  determination.

         (c)      "OLD FORMULA BENEFIT" means, subject to the terms and
                  conditions of this Article 3, a benefit payable in the form of
                  a single-life annuity, with payments beginning at the Normal
                  Retirement Date equal to (i) multiplied by (ii):

                  (i)      the excess (if any) of:

                           (A)      1.5% of the Participant's Final Average Pay,
                                    over

                           (B)      1.67% of the Participant's Projected Primary
                                    Insurance Amount (defined below),

                  multiplied by the lesser of thirty (30) or the Years of
                  Participation he would have had if he had remained in the
                  employment of an Employer until his Normal Retirement Date.

                  (ii)     a fraction, not to exceed one (1), the numerator of
                           which is the Participant's actual number of Years of
                           Participation (including fractional years) as of the
                           date of determination and the denominator of which is
                           the lesser or thirty (30) or the total number of
                           Years of Participation (also including fractional
                           years) he would have had if he

                                                                              29

<PAGE>

                           had remained in the employment of an Employer until
                           his Normal Retirement Date.

         (d)      "OTHER PLAN" means any pension, deferred profit sharing or
                  other retirement plan to which an Employer or Related Company
                  contributes directly (or indirectly through compensation
                  increases for pension purposes), which qualifies under Section
                  401(a) of the Code, other than the Plan or any plan which
                  provides benefits intended to be supplemental to the benefits
                  provided under the Plan; provided, however, that the term
                  Other Plan shall not include any profit sharing plan qualified
                  under Section 401(a) of the Code maintained by the Company
                  prior to October 1, 1976, The Reynolds and Reynolds Company
                  PAYSOP (Payroll-Based Employee Stock Ownership Plan), The
                  Reynolds and Reynolds Company 401(k) Savings Plan, The
                  Reynolds and Reynolds Company Retiree Medical Savings Account
                  Plan, the Money Accumulation Pension Plan For Employees of
                  Reynolds and Reynolds, nor The Arnold Corporation Printed
                  Communications For Business Savings Plan.

         (e)      "Prior Plan" means the Plan as in effect as of September 30,
                  1976.

         (f)      Benefit Coordination With Other Plans. If a Participant or
                  Beneficiary (including a contingent annuitant) receives or is
                  entitled to receive a benefit under any Other Plan, his Plan
                  benefit shall be reduced by the Actuarial Equivalent of his
                  pension benefit from the Other Plan, but only to the extent
                  that:

                  (i)      The benefit from the Other Plan is attributable to
                           the same earnings and/or the same period of
                           employment as some or all of the Plan benefit; and

                  (ii)     The benefit from the Other Plan is not attributable
                           to the voluntary or mandatory contributions (other
                           than those provided by compensation increases for
                           pension purposes) made by the Participant.

                  If a Participant is entitled to benefits from the Plan and one
                  or more Other Plans for the same period of employment and if
                  one or more of the Other Plans contains a benefit coordination
                  provision, then the Plan benefits payable to the Participant
                  shall be determined as follows:

                  (iii)    Benefits shall be determined first under the Plan
                           which most recently covered the Participant as an
                           active employee, in accordance with its benefit
                           coordination provisions, if any.

                  (iv)     Benefits under the remaining plan or plans shall be
                           determined in chronological order, starting with the
                           plan which next most recently covered the Participant
                           as an active employee, and, to the extent they

                                                                              30

<PAGE>

                           conflict with the coordination of benefit provisions
                           of the Plan described in (iii), next above, without
                           regard to any benefit coordination provisions.

                  The Committee shall have the authority, in its sole
                  discretion, to make such rules as it reasonably deems
                  necessary to achieve equity in the application of the
                  preceding coordination of benefit provisions.

         3.5      NORMAL RETIREMENT BENEFIT. For periods after September 30,
1997, any person participating in the Plan pursuant to the terms of a collective
bargaining agreement shall be eligible for a Normal Retirement Benefit
determined in accordance with the terms of that collective bargaining agreement.
The following provisions of this Section 3.5 apply to Participants not described
in the preceding sentence.

         (a)      Minimum Benefits. The following minimum benefit provisions
                  apply to the calculation of Normal Retirement Benefits. If the
                  minimum benefit exceeds the benefit determined under the
                  applicable formula, the Participant shall be entitled to the
                  minimum benefit.

                  (i)      Participants Eligible for Early Retirement. If the
                           Participant meets the requirements for Early
                           Retirement, his Normal Retirement Benefit shall not
                           be less than the Early Retirement Benefit he could
                           have received if he retired and began benefit
                           payments as of the first day of any Plan Year which
                           begins after the date he became eligible for Early
                           Retirement.

                  (ii)     Minimum Dollar Amount.

                           (A)      Participants Terminating Prior to January 1,
                                    2003. In no event shall a Participant's
                                    annual Normal Retirement Pension be less
                                    than the product of (A) one hundred eighty
                                    dollars ($180.00), (B) Years of
                                    Participation as if the Participant remained
                                    employed through his Normal Retirement Date
                                    but not to exceed 30 years and (C) a
                                    fraction, not to exceed one (1), the
                                    numerator of which is the Participant's
                                    actual number of Years of Participation
                                    (including fractional years) as of the date
                                    of determination and the denominator of
                                    which is the lesser of thirty (30) or the
                                    total number of Years of Participation (also
                                    including fractional years) he would have
                                    had if he had remained in the employ of an
                                    Employer until his Normal Retirement Date.

                           (B)      Participants Terminating on or after January
                                    1, 2003. In no event shall a Participant's
                                    annual Normal Retirement Pension

                                                                              31

<PAGE>

                                    be less than the product of (A) one hundred
                                    eight dollars ($180.00) and (B) actual Years
                                    of Participation (including fractional
                                    years) as of the date of determination but
                                    not to exceed 30 years.

                  (iii)    Participants in Prior Plan. An Employee who was a
                           Participant under the Prior Plan as of September 30,
                           1974, and retires on or after his Normal or Early
                           Retirement Date may elect in lieu of the benefit
                           otherwise payable under this Plan, a benefit which is
                           Actuarially Equivalent to the benefit he would have
                           been eligible to receive under the provisions of the
                           Prior Plan as in effect on September 30, 1974,
                           assuming for this purpose that he continued to be
                           covered by the Prior Plan as in effect on September
                           30, 1974 until his employment with his Employer
                           Terminates. The amount of each such minimum benefit
                           shall be calculated by the Plan actuary and reported
                           as part of each annual actuarial valuation. The
                           Committee shall maintain such records relating to the
                           Prior Plan as it deems reasonably necessary to ensure
                           that all such minimum benefits can be calculated
                           accurately. Minimum Early Retirement benefits under
                           this paragraph (iii), shall be calculated by reducing
                           the minimum normal retirement benefit by 1/15 for
                           each of the first five (5) years and 1/30 for each of
                           the next five (5) years by which the starting date
                           precedes the Normal Retirement Date.

                  (iv)     Top-Heavy Minimum Benefit. Except as otherwise
                           provided below in this paragraph (iv), for each Plan
                           Year during which the Plan is Top-Heavy (but not in
                           excess of ten (10) such years), a Participant shall
                           accrue a minimum benefit which, expressed as a single
                           life annuity commencing on the Participant's Normal
                           Retirement Date, is equal to two percent (2%) of the
                           Participant's Final Average Pay.

                           The minimum benefit may be provided under this Plan,
                           any other defined benefit plan in which he
                           participates and which is included in the Required
                           Aggregation Group or under a combination of all such
                           defined benefit plans in which he participates.

                           If a Participant also participates in a qualified
                           Defined Contribution Plan sponsored by the Employer
                           or a Related Company, the "top-heavy" minimum benefit
                           shall be provided under the Defined Contribution
                           Plan.

                           For purposes of determining "top heaviness," the
                           value of benefits accrued by a Participant under any
                           other defined benefit plan which is sponsored by the
                           Employer and which is included in either a Required

                                                                              32

<PAGE>

                           or Permissive Aggregation Group with this Plan will
                           be determined using the actuarial assumptions
                           specified in Section 1.46.

                           The same actuarial assumptions will be used to
                           determine the rate of accrual under all defined
                           benefit plans sponsored by the Employer which are
                           included in either the Required or Permissive
                           Aggregation Group with this Plan.

                           The Accrued Benefit of a Participant other than a Key
                           Employee will be determined under (a) the method, if
                           any, that uniformly applies for accrual purposes
                           under all defined benefit plans maintained by the
                           Employer, or (b) if there is no such method, as if
                           such benefit accrued not more rapidly than the
                           slowest accrual rate permitted by the fractional rule
                           method under Code Section 411(b)(1)(C).

                    (b)    Participants Who Terminate Prior to January 1, 2003.
                           The Normal Retirement Benefit for any Participant who
                           is not credited with an Hour of Service for an
                           Employer on or after January 1, 2003 shall be
                           determined under the Old Formula, provided that the
                           Participant was credited with at least one (1) Hour
                           of Service with an Employer on or after the date the
                           Old Formula became effective. The benefits of any
                           Participant who is not credited with an Hour of
                           Service with an Employer on or after that date shall
                           be determined under the terms of the Plan as in
                           effect at the time of his Termination.

         (c)      Participants Who Terminate After December 31, 2002. The Normal
                  Retirement Benefit for any Grandfathered Participant shall be
                  the greater of the benefit determined under the Old Formula or
                  the benefit determined under the New Formula.

                  The Normal Retirement Benefit for each other Participant who
                  is credited with an Hour of Service with an Employer on or
                  after January 1, 2003 shall be the greater of his Frozen
                  Accrued Benefit, determined as of December 31, 2002 using the
                  Old Formula, or his New Formula Benefit.

         3.6      LATE RETIREMENT BENEFIT. Subject to the terms and conditions
of the Plan, a Participant who Terminates after his Normal Retirement Date will
be entitled to a monthly benefit in an amount that is equal to the greatest of:

         (a)      his benefit computed as of his Normal Retirement Date;

         (b)      an amount that is Actuarially Equivalent to the monthly amount
                  that would have been paid to him had he retired on the date
                  that would have been his Normal Retirement Date; or

                                                                              33

<PAGE>

         (c)      his benefit computed under the then applicable Plan formula,
                  determined as of the date he actually Terminates.

Any contrary Plan provision notwithstanding, if a Participant retires on or
after his Normal Retirement Date and is reemployed by an Employer or Related
Company, any Plan benefits attributable to his reemployment shall be adjusted
actuarially (but not below zero (0)) to reflect the value of any Plan benefits
attributable to his prior employment which were paid to him prior to
reemployment. Any benefit increase resulting from reemployment shall become
payable upon his subsequent Termination, or, if earlier, his "required beginning
date" determined under Code Section 401(a)(9).

         3.7      EARLY RETIREMENT BENEFIT. A Participant eligible for Early
Retirement who retires prior to his Normal Retirement Date shall receive a
benefit, payable as an annuity for his life, equal to his Accrued Benefit
(determined as of his Early Retirement date) reduced at the rate of four-tenths
of one percent (0.4%) for each full month by which the starting date of the
Early Retirement benefit payments precedes his Normal Retirement Date.

         3.8      BENEFITS UPON TERMINATION OF EMPLOYMENT PRIOR TO RETIREMENT.
Subject to the terms and conditions of the Plan, if a Participant's employment
with the Employer is Terminated for any reason (other than his death) at a time
when he has a Vested Accrued Benefit, but prior to the date that he would have
been eligible to retire under the Plan, he will be entitled to receive a
deferred Vested Accrued Benefit in a monthly amount determined in accordance
with the provisions of Section 3.5 (but based on his Years of Service, Years of
Participation and Compensation as of his date of determination which is his
Termination date unless otherwise specified). A Participant's deferred Vested
Accrued Benefit shall be payable in accordance with the provisions of Article 4.

         3.9      NO REDUCTION IN ACCRUED BENEFIT. Nothing in this restated Plan
shall have the effect of reducing the Accrued Benefit of any Participant as
determined immediately prior to the Effective Date of the restated Plan
generally, or any amendment to the Plan (the Participant's "PRIOR BENEFIT").
Notwithstanding any contrary Plan provision, the amount of any benefit payable
to or on behalf of any Participant shall be based upon the greater of his
Accrued Benefit computed under the Plan, as amended, or his Prior Benefit.

         3.10     GENERAL LIMITATIONS ON BENEFITS UNDER CODE SECTION 415. For
purposes of this subsection:

         (a)      "MAXIMUM BENEFIT" means the retirement benefit derived from
                  Employer contributions and payable annually in the form of a
                  single life annuity.

         (b)      "RELATED DEFINED BENEFIT PLAN" means any other defined benefit
                  plan (as defined in Code Section 415(k)) maintained by the
                  Employer or any Related Company.

                                                                              34

<PAGE>

         (c)      "RPA FREEZE DATE" means September 25, 1995, the effective date
                  of the provisions of subsections 1.2(a) and (b) of the Plan
                  which provide for the use of the Applicable Mortality Table
                  and Section 417(e) Interest Rate. "RPA" refers to the
                  Retirement Protection Act of 1994. The RPA Freeze Date must be
                  a date that is on or before the first day of the first
                  limitation year beginning after December 31, 1999. If, as a
                  result of annual additions credited to his account in a
                  defined contribution plan sponsored by an Employer or a
                  Related Company, the Participant's RPA Old Law Benefit was
                  reduced during the period between the RPA Freeze Date and the
                  first day of the first limitation year beginning on or after
                  January 1, 2000, the Participant's RPA Old Law Benefit may
                  increase to the RPA Freeze Date level as of the first day of
                  the first limitation year beginning on or after January 1,
                  2000.

         (d)      "RPA OLD LAW BENEFIT" means the participant's accrued benefit,
                  if any, under the terms of the Plan as of the RPA Freeze Date:

                  (i)      applying the limitations of Code Section 415,
                           including, without limitation, the participation
                           requirements under Code Section 415(b)(5), and

                  (ii)     if the determination is being made before the Final
                           Implementation Date, calculating Actuarial
                           Equivalence using an interest rate equal to the
                           greater of (A) the Plan interest rate used to
                           determine Actuarial Equivalence or (B) five percent
                           (5%), and the Plan mortality table used to determine
                           Actuarial Equivalence, taking into account Code
                           Section 415 and the Plan's terms as in effect on
                           December 7, 1994. In determining the amount of a
                           participant's RPA Old Law benefit, any plan amendment
                           increasing benefits adopted after the RPA Freeze
                           Date, and any cost of living adjustments that become
                           effective after the RPA Freeze Date, shall be
                           disregarded.

                           Actuarial Equivalence after the Final Implementation
                           Date is calculated using an interest rate equal to
                           the greater of (i) the interest rate specified in
                           Section 1.2 or five percent (5%), and the mortality
                           table specified in Section 1.2.

                           However, in no event may a Participant's RPA Old Law
                           Benefit exceed the Participant's Accrued Benefit as
                           of the RPA Freeze Date determined in accordance with
                           the preceding provisions of this definition.

         (e)      "TRA '86 Old Law Benefit" means a Participant's accrued
                  benefit, if any, under the Plan, determined as if the
                  Participant had separated from service

                                                                              35

<PAGE>

                  as of the close of the last Limitation Year beginning before
                  January 1, 1987, expressed as an annual benefit within the
                  meaning of Code Section 415(b)(2). For this purpose, any Plan
                  amendment or cost of living adjustment effective after May 5,
                  1986, shall be disregarded.

                  Notwithstanding any contrary Plan provision, except as
                  provided in (iv), (v), (vi), (vii) or (viii), below, the
                  Maximum Benefit payable with respect to a Participant under
                  the Plan for any Plan Year shall not exceed an amount equal
                  to:

                  (i)      the lesser of:

                           (A)      ninety thousand dollars ($90,000), adjusted
                                    for each Plan Year (including each Plan Year
                                    commencing after the Plan Year in which the
                                    Participant's retirement or earlier
                                    termination of employment occurs) to take
                                    into account any applicable cost-of-living
                                    adjustment provided for that year by the
                                    Secretary of the Treasury under Code Section
                                    415(d); or

                           (B)      one hundred percent (100%) of the annual
                                    average of the Participant's Section 415
                                    Compensation (as defined below) for the
                                    three (3) consecutive calendar years of his
                                    participation in the Plan in which he
                                    received his highest aggregate Section 415
                                    Compensation from the Employers.

                                  MULTIPLIED BY

                  (ii)     a fraction, the denominator of which is ten (10), and
                           the numerator of which:

                           (A)      for purposes of the dollar limit in (i)(A),
                                    above, is his number of Years of Service as
                                    a Plan Participant; and

                           (B)      for purposes of the compensation limit in
                                    (i)(A), above, is his number of Year of
                                    Service;

                           completed with the Employers prior to his Termination
                           Date (in either case, not exceeding ten (10) such
                           years), and;

                                   REDUCED BY

                  (iii)    the amount of any annual retirement benefit payable
                           with respect to the Participant under any Related
                           Defined Benefit Plan (as defined below) for that Plan
                           Year;

                                                                              36
<PAGE>

                             PROVIDED, HOWEVER, THAT

                  (iv)     If the Accrued Benefit (expressed as a single life
                           annuity) of a Participant in the Plan on December 31,
                           1982 exceeded ninety thousand dollars ($90,000), the
                           amount of his Maximum Benefit shall not be less than
                           the amount of his Accrued Benefit as of December 31,
                           1982.

                  (v)      If a Participant's Maximum Benefit is paid in a form
                           other than either a single life annuity or a form
                           subject to Code Section 417(e), then his benefit,
                           solely for purposes of satisfying Code Section 415,
                           shall be determined using (A) the interest rate and
                           mortality assumptions used for determining Actuarial
                           Equivalence or (B) an interest rate assumption of
                           five percent (5%) and the Applicable Mortality Table.

                  (vi)     If payment of a Participant's Maximum Benefit begins
                           after his Social Security Retirement Age, then the
                           dollar amount then applicable under (i)(A), above,
                           shall be increased so that such dollar amount (as
                           increased) equals an annual benefit (beginning when
                           payment of the Maximum Benefit begins) which is
                           Actuarially Equivalent to a benefit in the amount of
                           the then applicable dollar amount beginning at Social
                           Security Retirement Age using whichever of the
                           following produces the greatest benefit:

                           (A)      the Applicable Mortality Table as defined in
                                    Section 1.3; and

                           (B)      the lesser of: (1) a five percent (5%)
                                    interest rate assumption or (2) the interest
                                    rate used for determining Actuarial
                                    Equivalence.

                           The Maximum Benefit as so determined shall not exceed
                           one hundred percent (100%) of the Participant's high
                           three (3) year average compensation.

                  (vii)    If benefit payments begin before a Participant's
                           Social Security Retirement Age, but on or after age
                           sixty-two (62), the dollar limitation in (A)(1),
                           above, for each month by which benefit payments begin
                           before Social Security Retirement Age and on or after
                           age sixty-two (62), shall be reduced by 5/9 of one
                           percent for each of the first thirty-six (36) months
                           and 5/12 of one percent for each of the next
                           twenty-four (24) months.

                  (viii)   If benefit payments begin prior to age sixty-two
                           (62), the defined benefit dollar limitation in
                           (i)(A), shall be further reduced for each month by
                           which benefit payments begin prior to the month in
                           which

                                                                              37

<PAGE>

                           the participant attains age sixty-two (62), to a
                           benefit which is Actuarially Equivalent to the
                           benefit payable at age sixty-two (62), calculated
                           using whichever of the following produces the lowest
                           benefit:

                           (A)      the interest rate and mortality table (or
                                    other tabular factor) used for determining
                                    Actuarial Equivalence for benefits paid
                                    prior to Retirement Date; and

                           (B)      a five percent (5%) interest rate and the
                                    Applicable Mortality Table as defined in
                                    Section 1.3.

                  To the extent that the Participant does not forfeit benefits
                  upon death, any adjustment to the defined benefit dollar
                  limitation required by the preceding provisions of this
                  Section shall not reflect any mortality decrement.

                  (ix)     If the Participant participated in one or more
                           Related Defined Benefit Plans as of the first day of
                           the first limitation year beginning after December
                           31, 1986, and each such plan met the requirements of
                           Code Section 415 for all limitation years beginning
                           before January 1, 1987, then the Participant's
                           Maximum Benefit under all such defined benefit plans
                           shall not be less than the Participant's TRA `86 Old
                           Law Benefit.

                  (x)      If the Participant participated in one or more
                           Related Defined Benefit Plans as of the first day of
                           the first limitation Year beginning after December
                           31, 1994, and all such plans met the requirements of
                           Code Section 415 as in effect on December 7, 1994,
                           then the Participant's Maximum Benefit under all such
                           defined benefit plans shall not be less that the
                           Participant's RPA Old Law Benefit.

         (f)      RPA Code Section 415 Fresh Start Method. The Plan was adopted
                  and in effect on or before December 7, 1994, and the relevant
                  Plan provisions satisfy the requirements of Code Section
                  415(b)(2)(E) as in effect prior to the RPA Freeze Date. As
                  such, any determination of Code Section 415(b)(2)(E) limits
                  made prior to the RPA Freeze Date with respect to a
                  Participant's RPA Old Law Benefit shall be made on the basis
                  of the Plan and Code Section 415(b)(2)(E) provisions in effect
                  on December 7, 1994.

                  Effective on or after the RPA Freeze Date, and notwithstanding
                  the preceding provisions of this Section, the Accrued Benefit
                  of a Participant with an RPA Old Law Benefit shall not exceed
                  the greater of:

                                                                              38

<PAGE>

                  (i)      The lesser of (A) the sum of his RPA Old Law Benefit
                           and the part of his total Accrued Benefit that
                           exceeds his RPA Old Law Benefit or (B) the Maximum
                           Benefit. The Annual Benefit equivalent to the portion
                           of the participant's total plan benefit that exceeds
                           the RPA Old Law Benefit is calculated as described in
                           the preceding provisions of this Section 3.10; or

                  (ii)     The greater of the Participant's (A) RPA Old Law
                           Benefit or (B) Maximum Benefit calculated as
                           described in the preceding provisions of this Section
                           3.10.

         (g)      Code Section 415 Dual Plan Limitation. For any Limitation Year
                  beginning after December 31, 1982 and before January 1, 2000,
                  if a Participant also participates in one or more "DEFINED
                  CONTRIBUTION PLANS" (as defined in Code Sections 414(i) and
                  415(k)) maintained by an Employer or a Related Company
                  (whether or not terminated), the sum of the Defined Benefit
                  Fraction and the Defined Contribution Fraction may not exceed
                  1.0.

                  (i) "DEFINED BENEFIT FRACTION" means a fraction:

                           (A)      the numerator of which is the Participant's
                                    total projected annual benefit under all
                                    defined benefit plans, whether or not
                                    terminated, maintained by the Employer and
                                    all Related Companies at the end of each
                                    Limitation Year; and

                           (B)      the denominator of which is the least of:

                                    (1)      1.25 times the dollar limit for
                                             each such year determined under
                                             Code Sections 415(b) and (d);

                                    (2)      1.0 times the dollar limit
                                             determined under Code Section
                                             415(b)(1)(A) for any Limitation
                                             Year the Plan is Top-Heavy or part
                                             of a Top-Heavy Group unless the
                                             Plan is not Super Top-Heavy and
                                             either:

                                             a.      if the Participant does not
                                                     participate in a defined
                                                     benefit plan sponsored by
                                                     the Employer or a Related
                                                     Company, he receives an
                                                     annual allocation at least
                                                     equal to four percent (4%)
                                                     of his Section 415
                                                     Compensation for that Year
                                                     under the Plan; or

                                             b.      if the Participant also
                                                     participates in a defined
                                                     benefit plan sponsored by
                                                     the Employer or a

                                                                              39

<PAGE>

                                                     Related Company and the
                                                     Employer has elected to
                                                     provide the minimum
                                                     "top-heavy" benefit by
                                                     providing an annual
                                                     allocation under the Plan
                                                     of at least seven and
                                                     one-half percent (7-1/2%)
                                                     of the Participant's
                                                     Section 415 Compensation
                                                     for that Year or has
                                                     elected to provide the
                                                     minimum defined accrual
                                                     (defined in Code Section
                                                     416(c)(1)) as adjusted by
                                                     Code Section
                                                     416(h)(2)(A)(ii)(I) under
                                                     the defined benefit plan;

                                                      OR

                                             (3)     1.4 times one hundred
                                                     percent (100%) of the
                                                     Participant's Section 415
                                                     Compensation during the
                                                     three (3) consecutive
                                                     Limitation Years that
                                                     produce the highest average
                                                     Section 415 Compensation,
                                                     including any adjustments
                                                     under Code Section 415(b).

                           Notwithstanding the above, if the Participant was a
                           Participant as of the first day of the first
                           Limitation Year beginning after December 31, 1986, in
                           one or more defined benefit plans maintained by the
                           Employer which were in existence on May 6, 1986, the
                           denominator of this fraction will not be less than
                           one hundred twenty-five percent (125%) of the sum of
                           the annual benefits under those plans which the
                           Participant had accrued as of the close of the last
                           Limitation Year beginning before January 1, 1987,
                           disregarding any changes in the terms and conditions
                           of the plans after May 5, 1986. The preceding
                           sentence applies only if the defined benefit plans
                           individually and in the aggregate satisfied the
                           requirements of Code Section 415 for all Limitation
                           Years beginning before January 1, 1987. If a
                           Participant's benefit accrued under a defined benefit
                           plan (which existed on July 1, 1982, and which
                           satisfied the requirements of Code Section 415 for
                           all Limitation Years beginning before January 1,
                           1983) exceeds the limit described in Code Section
                           415(b), the denominator of his Defined Benefit
                           Fraction will be increased to 1.25 times that
                           benefit.

                  (ii)     "DEFINED CONTRIBUTION FRACTION" means a fraction:

                           (A)      the numerator of which is the sum of all
                                    Annual Additions (as defined below) under
                                    all Defined Contribution Plans, whether or
                                    not terminated, and welfare benefit funds
                                    (as defined in Code Section 419(e)), and
                                    individual medical accounts (as defined in
                                    Code Section 415(l)(2)) maintained by the
                                    Employer and Related Companies for all
                                    Limitation Years; and

                                                                              40

<PAGE>

                           (B)      the denominator of which is the sum of the
                                    lesser of:

                                    (1)      1.25 times the dollar limit for
                                             such Limitation Years determined
                                             under Code Section 415(c)(1)(A),
                                             determined without regard to Code
                                             Section 415(c)(6);

                                    (2)      a. 1.0 times the dollar limit
                                             determined under subparagraph
                                             3.5(f)(i)(A)(1) for any Limitation
                                             Year the Plan is Top-Heavy or part
                                             of a Top-Heavy Group unless the
                                             Plan is not Super Top-Heavy and
                                             either:

                                             (I)     if the Participant does not
                                                     participate in a defined
                                                     benefit plan sponsored by
                                                     the Employer or a Related
                                                     Company, he receives an
                                                     annual allocation at least
                                                     equal to four percent (4%)
                                                     of his Section 415
                                                     Compensation for that year
                                                     under the Plan; or

                                             (II)    if the Participant also
                                                     participates in a defined
                                                     benefit plan sponsored by
                                                     the Employer or a Related
                                                     Company and the Employer
                                                     has elected to provide the
                                                     minimum "top-heavy" benefit
                                                     by providing an annual
                                                     allocation under the Plan
                                                     of at least seven and
                                                     one-half percent (7-1/2%)
                                                     of the Participant's
                                                     Section 415 Compensation
                                                     for that year or has
                                                     elected to provide the
                                                     minimum defined benefit
                                                     accrual (defined in Code
                                                     Section 416(c)(1) as
                                                     adjusted by Code Section
                                                     416(h)(2)(A)(ii)(I)) under
                                                     the defined benefit plan;

                                                      OR

                                    b.       1.4 multiplied by twenty-five
                                             percent (25%) of the Participant's
                                             Section 415 Compensation.

                           If the Employee was a Participant as of the first day
                           of the first Limitation Year beginning after December
                           31, 1986, in one or more Defined Contribution Plans
                           maintained by the Employer which were in existence on
                           May 6, 1986, the numerator of this fraction will be
                           adjusted if the sum of this fraction and the defined
                           benefit fraction would otherwise exceed 1.0 under the
                           terms of the Plan. Under the adjustment, an amount
                           equal to the product of:

                           (C)      the excess of the sum of the fractions over
                                    1.0, times

                                                                              41

<PAGE>

                           (D)      the denominator of this fraction,

                           will be permanently subtracted from the numerator of
                           this fraction. The adjustment is calculated using the
                           fractions as they would be computed as of the end of
                           the last Limitation Year beginning before January 1,
                           1987, and disregarding any changes in the terms and
                           conditions of the plans made after May 5, 1986, but
                           using the Code Section 415 limitation applicable to
                           the first Limitation Year beginning on or after
                           January 1, 1987.

                           The Annual Addition for any Limitation Year beginning
                           before January 1, 1987 will not be re-computed to
                           treat all Employee contributions as Annual Additions.

                           In computing the Defined Contribution Fraction for
                           Limitation Years beginning after December 31, 1982,
                           the denominator for all Limitation Years ending
                           before January 1, 1983 will equal the product of:

                           (E)      the denominator of the Defined Contribution
                                    Fraction for the Limitation Year ending in
                                    1982; and

                           (F)      a fraction:

                                    (1)      the numerator of which is the
                                             lesser of fifty-one thousand eight
                                             hundred seventy-five dollars
                                             ($51,875) or 1.4 times twenty-five
                                             percent (25%) of the Participant's
                                             Section 415 Compensation for the
                                             Limitation Year ending in 1981;
                                             provided, however that forty-one
                                             thousand five hundred dollars
                                             ($41,500) will be substituted for
                                             fifty-one thousand eight hundred
                                             seventy-five dollars ($51,875) for
                                             any Limitation Year in which the
                                             Plan is Top-Heavy or part of a
                                             Top-Heavy Group unless:

                                             a.      the Plan is not Super
                                                     Top-Heavy; and

                                             b.      either:

                                                     (I)    the Participant
                                                            does not participate
                                                            in a defined benefit
                                                            plan sponsored by
                                                            the Employer or a
                                                            Related Company and
                                                            receives an annual
                                                            allocation at least
                                                            equal to four
                                                            percent (4%) of his
                                                            Section

                                                                              42

<PAGE>

                                                            415 Compensation for
                                                            that Year under the
                                                            Plan; or

                                                     (II)   the Participant also
                                                            participates in a
                                                            defined benefit plan
                                                            sponsored by the
                                                            Employer or a
                                                            Related Company and
                                                            the Employer has
                                                            elected to provide
                                                            the minimum
                                                            "top-heavy" benefit
                                                            by providing an
                                                            annual allocation
                                                            under the Plan of at
                                                            least seven and
                                                            one-half percent
                                                            (7-1/2%) of the
                                                            Participant's
                                                            Section 415
                                                            Compensation for
                                                            that Year or has
                                                            elected to provide
                                                            the minimum defined
                                                            benefit accrual
                                                            (defined in Code
                                                            Section 416(c)(1) as
                                                            adjusted by Code
                                                            Section
                                                            416(h)(2)(A)(ii)(I)
                                                            under the defined
                                                            benefit plan);

                                                     AND

                                    (2)      the denominator of which is the
                                             lesser of forty-one thousand five
                                             hundred dollars ($41,500) or
                                             twenty-five percent (25%) of the
                                             Participant's Section 415
                                             Compensation for the Limitation
                                             Year ending in 1981.

                           In computing the Defined Contribution Fraction for
                           Limitation Years beginning before January 1, 1976:

                           (G)      the amount included in the numerator may not
                                    exceed the amount included in the
                                    denominator; and

                           (H)      the amount of a Participant's Employee
                                    contributions to be included in the
                                    numerator will be limited to the amount of
                                    those contributions for Limitation Years
                                    beginning before January 1, 1976, in excess
                                    of ten percent (10%) of his Section 415
                                    Compensation for those Years, multiplied by
                                    a fraction, the numerator of which is one
                                    (1) and the denominator of which is the
                                    number of Limitation Years beginning before
                                    January 1, 1976, during which he was an
                                    active Participant in the Plan. However,
                                    Employee contributions made on or after
                                    October 2, 1973, will be included under this
                                    paragraph only to the extent that those
                                    contributions were permissible under the
                                    terms of the Plan as in effect on October
                                    2, 1973.

                                                                              43

<PAGE>

         (h)      "ANNUAL ADDITION" means, for each Limitation Year of any
                  Defined Contribution Plan sponsored by the Employer or a
                  Related Company, the sum of:

                  (i)      the Participant's share of employer contributions;

                  (ii)     any amount contributed by a Participant under a
                           salary reduction agreement to a plan described in
                           Code Section 401(k);

                  (iii)    any voluntary after-tax contributions made by the
                           Participant;

                  (iv)     the Participant's share of any forfeitures allocated
                           to the Trust;

                  (v)      solely for purposes of the thirty thousand dollar
                           ($30,000) limitation described in Code Section
                           415(c), amounts allocated after March 31, 1984, to an
                           individual medical benefit account (as defined in
                           Code Section 415(l)(2)) which is part of any pension
                           or annuity plan maintained by the Employer or a
                           Related Company; and

                  (vi)     if the Participant is or, during any preceding Plan
                           Year, was a Key Employee (as defined in Code Section
                           419A(d)(3)), all amounts attributable to
                           contributions paid or accrued in any fiscal year of
                           the Employer ending after December 31, 1985, which
                           are allocated to a separate account under a welfare
                           benefit fund (as defined under Code Section 419(e))
                           sponsored by the Employer or a Related Company to
                           provide post-retirement medical benefits to that Key
                           Employee.

         (i)      Other Limitations on Benefit Payments to High Paid Employees.
                  In the event of Plan termination, the benefit of any active or
                  former Highly Compensated Employee shall be limited to a
                  benefit that is nondiscriminatory under Code Section
                  401(a)(4).

                  For Plan Years beginning after September 30, 1994, annual
                  benefit payments to any of the twenty-five (25) active and
                  former Highly Compensated Employees with the highest
                  compensation (taking into account the current Plan Year and
                  prior Plan Years) (the "LIMITED GROUP") shall not exceed an
                  amount equal to the payment that would be made on behalf of
                  the employee under a straight life annuity which is
                  Actuarially Equivalent to the sum of:

                  (i)      his Accrued Benefit,

                                                                              44

<PAGE>

                  (ii)     any other benefits to which the employee is entitled
                           under the Plan (other than a Social Security
                           supplement, as defined in Section
                           1.411(a)-7(c)(4)(ii) of the Income Tax Regulations),
                           and

                  (iii)    the amount the employee is entitled to receive under
                           any Social Security supplement provided under the
                           Plan.

                  The provisions of the preceding paragraph shall not apply if:

                  (iv)     after payment of the benefit to any member of the
                           Limited Group, the value of the plan assets equals or
                           exceeds one hundred ten percent (110%) of the value
                           of current liabilities (as defined in Code Section
                           412(l)(7));

                  (v)      the value of the benefits for any member of the
                           Limited Group is less than one percent (1%) of the
                           value of current liabilities, as determined before
                           the distribution; or

                  (vi)     the value of the benefits payable under the Plan to
                           any member of the Limited Group does not exceed five
                           thousand dollars ($5,000).

                  For purposes of the preceding sentence, the benefit of any
                  member of the Limited Group includes any loan in excess of the
                  amount specified in Code Section 72(p)(2)(A), any periodic
                  income or payments, any amounts withdrawn by the employee
                  while he is alive, and any death benefits which are not
                  provided for by insurance on the employee's life.

                  Also, benefit payments to a member of the Limited Group which
                  otherwise would be restricted pursuant to the preceding
                  provisions of this subsection nonetheless may be paid in full
                  if, prior to receipt of the "restricted amount" (as defined
                  below), the employee enters into a written agreement with the
                  Plan Administrator to secure repayment to the Plan of the
                  restricted amount. For this purpose, the "restricted amount"
                  is the excess of the amounts distributed to the employee
                  (accumulated with reasonable interest) over the amounts that
                  could have been distributed to the employee under the straight
                  life annuity described in the second paragraph of this
                  subsection (accumulated with reasonable interest). The
                  employee may secure repayment of the restricted amount upon
                  distribution by:

                  (vii)    entering into an agreement for promptly depositing in
                           escrow with an acceptable depository property having
                           a fair market value equal to at least one hundred
                           twenty-five percent (125%) of the restricted amount;

                                                                              45

<PAGE>

                  (viii)   providing a bank letter of credit in amount equal to
                           one hundred percent (100%) of the restricted amount;
                           or

                  (ix)     posting a bond equal to at least one hundred percent
                           (100%) of the restricted amount.

If the employee elects to post a bond, the bond must be furnished by an
insurance company, bonding company or other surety for federal bonds.

The escrow arrangement may provide that an employee may withdraw amounts in
excess of one hundred twenty-five percent (125%) of the restricted amount. If
the market value of the property in an escrow account falls below one hundred
ten percent (110%) of the remaining restricted amount, the employee must deposit
additional property to bring the value of the property held by the depository up
to one hundred twenty-five percent (125%) of the restricted amount. The escrow
arrangement may provide that the employee may have the right to receive any
income from the property placed in escrow, subject to the employee's obligation
to deposit additional property, as set forth in the preceding sentence.

A surety or bank may release any liability on a bond or letter of credit in
excess of one hundred percent (100%) of the restricted amount.

If the Plan Administrator certifies to the depository, surety or bank that the
employee (or the employee's estate) is not longer obligated to repay any
restricted amount, a depository may redeliver to the employee (or his estate)
any property held under an escrow agreement, and a surety or bank may release
any liability on an employee's bond or letter of credit.

                                    ARTICLE 4
                               PAYMENT OF BENEFITS

         4.1.     GENERAL. Subject to the following provisions of this Article:

         (a)      A Participant's benefit payment election must be filed with
                  the Committee after he has received Election Information (as
                  defined below) and not less than thirty (30) or more than
                  ninety (90) days prior to the elected date.

         (b)      The "Annuity Starting Date of a spouse" entitled to a
                  Qualified Preretirement Survivor Annuity (as described below)
                  is the first to occur of the date that the participant would
                  have been eligible for early or normal retirement or a later
                  date, if so elected.

         (c)      The term "QUALIFIED DISTRIBUTION" means:

                                                                              46
<PAGE>

         (i)      in the case of a Participant who has no spouse on his Annuity
                  Starting Date (as defined in (d), below), a single life
                  annuity commencing on his Annuity Starting Date (a "LIFE
                  ANNUITY");

         (ii)     in the case of a Participant who has a spouse on his Annuity
                  Starting Date, an immediate annuity for the life of the
                  Participant commencing on his Annuity Starting Date with a
                  survivor annuity for the life of his spouse which is fifty
                  percent (50%) of the amount of the annuity payable during the
                  joint lives of the Participant and his spouse and is
                  Actuarially Equivalent of a single life annuity for the life
                  of the Participant (a "QUALIFIED JOINT AND SURVIVOR ANNUITY");
                  and

         (iii)    in the case of the spouse of a Participant who dies before
                  benefit payments begin, a single life annuity for the life of
                  the spouse commencing at the spouse's election, on a date
                  following his Annuity Starting Date, the amount of which shall
                  be determined as follows:

                  (A)      if the Participant dies on or after the earliest
                           retirement age provided for in the Plan, the amount
                           of the annuity shall be determined as though the
                           Participant had retired with an immediate Qualified
                           Joint and Survivor Annuity on the day before his
                           death;

                  (B)      if the Participant dies before the earliest
                           retirement age provided for in the Plan, the amount
                           of the annuity shall be determined as though the
                           Participant had separated from service on his date of
                           death, survived until the earliest retirement age
                           provided for in the Plan, and retired with an
                           immediate Qualified Joint and Survivor Annuity on the
                           day before his death (a "QUALIFIED PRERETIREMENT
                           SURVIVOR ANNUITY").

         (d)      A Participant's "ANNUITY STARTING DATE" is:

                  (i)      the first day of the first pay period for which an
                           amount is payable as an annuity; or

                  (ii)     in the case of a benefit not payable in the form of
                           an annuity, a date selected by the Participant
                           occurring on or after his Benefit Eligibility Date.

         (e)      Timing of Distributions. A Participant will become eligible to
                  receive payment of his Vested Accrued Benefit on the first to
                  occur of his:

                                                                              47
<PAGE>

         (i)      Termination (only if the present value of his Vested Accrued
                  Benefit does not exceed ten thousand dollars ($10,000));

         (ii)     Early Retirement Date; or

         (iii)    Normal Retirement Date.

         The first to occur of (i), (ii) or (iii), above, shall constitute his
         "Benefit Eligibility Date".

         Payment will begin on the earlier of:

         (i)      the Participant's Annuity Starting Date; or

         (ii)     the Participant's Required Beginning Date (as defined below).

         For purposes of the Plan, "REQUIRED BEGINNING DATE" means:

                  (iii)    (A)      subject to the provisions of (B), next
                                    below, with respect to a Participant who is
                                    not a Five-Percent Owner, the April 1
                                    following the later of the calendar year in
                                    which the Participant attains age seventy
                                    and one-half (70-1/2) or the date his
                                    employment Terminates.

                           (B)      If a Participant who is actively employed
                                    and is not a Five-Percent Owner:

                                    (1)      attained age seventy and one-half
                                             (70-1/2) prior to the date this
                                             Plan restatement is executed (the
                                             "GUST RESTATEMENT DATE"), and

                                    (2)      began receiving payments under the
                                             terms of the Plan as then in
                                             effect,

                                    those payments shall continue, and the
                                    preceding provisions of this paragraph (iii)
                                    shall apply to any benefits:

                                    (3)      accrued after the GUST Restatement
                                             Date, and

                                    (4)      which accrued after the date the
                                             Participant began receiving
                                             payments and have not been included
                                             in the amount of those payments as
                                             a

                                                                              48
<PAGE>

                                             result of an actuarial adjustment
                                             to the amount of the payments to
                                             reflect the additional accrual.

                                    A new Annuity Starting Date (as defined in
                                    Code Section 417(f)(2)(A)) will be used to
                                    determine the Participant's minimum required
                                    distribution with respect to benefit
                                    accruals described in (3) and (4), next
                                    above.

                  (iv)     with respect to a Participant who is a Five-Percent
                           Owner, April 1 following the calendar year in which
                           the Participant attains age seventy and one-half
                           (70-1/2).

         A Participant's written benefit payment election must be filed with the
         Committee within a reasonable time prior to the elected date.

         In no event will a Participant's distribution begin later than sixty
         (60) days after the close of the Plan Year in which the latest of the
         following occurs:

                  (v)      The earlier of the Participant's Early or Normal
                           Retirement Date or his sixty-fifth (65th) birthday;

                  (vi)     The tenth (10th) anniversary of his participation in
                           the Plan;

                  (vii)    The Participant's Termination; or

                  (viii)   The date specified in the Participant's written
                           benefit payment election.

                  If a Participant dies after distribution of his benefit has
                  begun, any remaining benefits will continue to be distributed
                  at least as rapidly as under the method of distribution in
                  effect immediately prior to the Participant's death.

                  If a Participant dies before payment of his benefit begins,
                  distribution of all remaining benefits (if any):

                  (ix)     shall be completed by December 31 of the calendar
                           year which includes the fifth (5th) anniversary of
                           the Participant's death; or

                  (x)      shall begin on or before December 31 of the calendar
                           year immediately following the calendar year of the
                           Participant's death, and shall be paid over a period
                           not greater than the life expectancy of a Beneficiary
                           designated by the Participant; or

                  (xi)     if his surviving spouse is the designated Beneficiary
                           of the Participant, shall begin on or before the
                           later of:

                                                                              49
<PAGE>

                           (A)      December 31 of the calendar year immediately
                                    following the calendar year of the
                                    Participant's death; or

                           (B)      December 31 of the calendar year in which
                                    the Participant would have attained age
                                    seventy and one-half (70-1/2);

                           and shall be paid over a period not greater than the
                           life expectancy of the Participant's surviving
                           spouse.

                  If benefits are not paid pursuant to a distribution election
                  made by the Participant before his death, his Beneficiary must
                  elect a method of distribution no later than the earlier of:

                  (xii)    December 31 of the calendar year in which
                           distributions are required to begin under the
                           preceding provisions of this subsection 4.1(e); or

                  (xiii)   December 31 of the calendar year which includes the
                           fifth anniversary of the Participant's death.

                  If the Participant has no designated Beneficiary, or if the
                  designated beneficiary fails timely to elect a method of
                  payment, distribution of any benefits payable on behalf of the
                  Participant must be completed on or before December 31 of the
                  calendar year which includes the fifth anniversary of the
                  Participant's death.

         4.2.     FORMS OF DISTRIBUTION.

         (a)      General. For purposes of determining the amount of any benefit
                  payable to a Participant or Beneficiary pursuant to Article 3,
                  the "NORMAL FORM" of each Participant's benefit shall be a
                  single life annuity payable for the life of the Participant.
                  Except as otherwise provided in Section 4.5, a Participant
                  must consent to any such distribution.

                  Subject to the remaining provisions of this Section 4.2, a
                  Participant may elect, during his Election Period (as defined
                  below), to receive a distribution of his Accrued Benefit
                  according to an Optional Method of Payment, as defined below.
                  Any such election:

                  (i)      shall provide for a period of certain distribution
                           not longer than the joint life expectancy of the
                           Participant and his Beneficiary;

                  (ii)     may be revoked by the Participant at any time,
                           without the consent of his spouse; and

                                                                              50
<PAGE>

                  (iii)    will be effective only if the Committee receives a
                           written consent from the Participant's spouse which
                           meets the applicable requirements for a Beneficiary
                           designation as set forth in Section 1.4 and described
                           in Code Section 417(a).

         (b)      Direct Rollover. For purposes of this subsection, the
                  following terms shall have the meanings indicated.

                  An "ELIGIBLE DISTRIBUTION" is any payment of all or any part
                  of an Eligible Participant's Accrued Benefit, except:

                  (i)      a distribution that is payable in the form of an
                           annuity; one of a series of substantially equal
                           annual or more frequent installments made for a
                           specified period:

                           (A)      of at least ten (10) years; and

                           (B)      not longer than the joint lives (or joint
                                    life expectancies) of the Eligible
                                    Participant and his Beneficiary;

                  (ii)     the part of a distribution which is required under
                           Code Section 401(a)(9); and

                  (iii)    the part of any distribution that is not includable
                           in gross income (determined without regard to the
                           exclusion for net unrealized appreciation with
                           respect to employer securities).

                  An "ELIGIBLE RETIREMENT PLAN" is:

                  (v)      with respect to Direct Rollovers on behalf of the
                           Eligible Participant an individual retirement
                           account, an individual retirement annuity, an annuity
                           plan, or a qualified trust (as described in Code
                           Sections 408(a), 408(b), 403(a) and 401(a),
                           respectively), that accepts the Direct Rollover;

                  (vi)     with respect to Direct Rollovers to the surviving
                           spouse of an Eligible Participant, an individual
                           retirement account or individual retirement annuity
                           (as described in Code Sections 408(a) and 408(b),
                           respectively).

                  An "ELIGIBLE PARTICIPANT" includes any of the following who is
                  otherwise eligible for a benefit payment under the Plan:

                  (vii)    an employee,

                                                                              51
<PAGE>

                  (viii)   a former employee, and

                  (ix)     the surviving spouse of an employee or former
                           employee (including a former spouse who is the
                           alternate payee under a qualified domestic relations
                           order, as defined in Code Section 414(p)).

                  A "DIRECT ROLLOVER" is a direct payment by the Plan to another
                  Eligible Retirement Plan specified by an Eligible Participant
                  in a written election described in the next paragraph of this
                  Section.

                  For purposes of this Section, "OPTIONAL METHOD OF PAYMENT"
                  means an amount which is Actuarially Equivalent to the
                  single-life annuity to which he would otherwise be entitled
                  under the provisions of this Plan, payable in the form of:

         -        for benefits with a present value of ten thousand dollars
                  ($10,000) or less, a single, lump-sum cash payment in an
                  amount which is Actuarially Equivalent to the single-life
                  annuity to which he would otherwise be entitled under the
                  provisions of this Plan

         -        an annuity payable for the life of the Participant, with
                  payments guaranteed for a minimum period of sixty (60) or one
                  hundred twenty (120) months;

         -        a single life annuity;

         -        a joint and fifty percent (50%) survivor annuity naming a
                  beneficiary other than the Participant's spouse, if any, as
                  the joint annuitant;

         -        a joint and sixty-six and two-thirds percent (66-2/3%)
                  survivor annuity naming the Participant's spouse, if any, or
                  any other beneficiary as the joint annuitant; or

         -        a joint and one hundred percent (100%) survivor annuity naming
                  the Participant's spouse, if any, or any other beneficiary as
                  the joint annuitant.

Provided, however, that if a Participant elects an annuity which provides for
payment to a contingent beneficiary other than his spouse in the event of his
death, the present value of the benefit payable to the Participant, determined
as of the date payments to the Participant begin, must be more than fifty
percent (50%) of the present value of the entire benefit. For this purpose,
present value shall be determined using the same assumptions which would be used
to determine Actuarial Equivalence.

                                                                              52
<PAGE>

An Eligible Participant who receives payment in the form of an Actuarially
Equivalent lump sum payment (whether as a result of a proper election or under
the Cash-Out provisions of Section 4.5) may elect, on a written form filed at
the time and in the manner prescribed by the Plan Administrator, to have any
portion of an Eligible Distribution paid in the form of a Direct Rollover.

         (c)      In no event shall the amount of any benefit payable to a
                  Participant or Beneficiary pursuant to Article 3 after his
                  Required Beginning Date be less than the minimum required
                  distribution as defined by Code Section 401(a)(9) and Treas.
                  Reg. Section 1.401(a)(9).

         4.3      ELECTION PERIOD AND ELECTION INFORMATION. Except as otherwise
provided below, a Participant's "ELECTION PERIOD" is:

         (a)      for a Qualified Pre-retirement Survivor Annuity, the period
                  beginning on the first day of the Plan Year during which he
                  attains age thirty-five (35) years (or, in the case of an
                  Employee who becomes a Participant after attaining age
                  thirty-five (35) years, the one (1) year period beginning on
                  the date he becomes a Participant) and ending on the date of
                  his death; and

         (b)      for a Life Annuity or Qualified Joint and Survivor Annuity,
                  the period beginning ninety (90) days prior to the date the
                  Participant first receives payment and ending on that date.

Notwithstanding the foregoing provisions of this Section, the Election Period of
a Participant whose employment with the Company Terminates (for a reason other
than his death) prior to the first day of the Plan Year in which he would attain
age thirty-five (35) years, will begin on his Termination date (but only with
respect to his Vested Accrued Benefit as of that date). The Committee will make
Election Information available to such a Terminated Participant within a
reasonable time period after his Termination date.

The Committee will make Election Information available to a Participant during
the thirty-six (36) month period next preceding his Election Period described in
subsection (a) above and, again, during the first sixty (60) days of his
Election Period described in subsection (b) above. If a Participant first
notifies the Committee of his marriage after the day which otherwise would have
been the first day of his Election Period, then, the Committee shall make
Election Information available to him on or about the date that he notifies it
of his marriage.

The term "ELECTION INFORMATION" means:

         (c)      a written description of the terms and conditions of annuity
                  described in paragraphs 4.1(c)(i), (ii), and (iii), whichever
                  is applicable, and the relative

                                                                              53
<PAGE>

                  financial effect of payment in those forms and in other forms
                  available under the Plan;

         (d)      a notification of the right to elect not to receive payment in
                  accordance with paragraphs 4.1(c)(i), (ii), and (iii),
                  whichever is applicable, and the conditions related to that
                  election, including:

                  (i) the rights of a Participant's spouse; and

                  (ii)     the Participant's right to revoke a previous election
                           to waive under paragraphs 4.1(c)(ii) and (iii) (and
                           the effect).

         4.4      PRE-RETIREMENT DEATH BENEFIT. Except as otherwise provided in
this Section, if a Participant dies before benefit payments begin and is
survived by a spouse, his aggregate, nonforfeitable Accrued Benefit shall be
distributed to his spouse on the spouse's Benefit Payment Date, in the form of a
Qualified Preretirement Survivor Annuity, as defined above, or, for
distributions occurring prior to January 1, 2003, in the form of a life annuity,
at the spouse's election.

If a Participant dies before benefit payments begin, and

         (a)      he is not survived by a spouse; or

         (b)      he has properly designated a Beneficiary other than his
                  spouse;

then his Beneficiary or Beneficiaries shall be entitled to a death benefit equal
to fifty percent (50%) of his accrued Normal Retirement Benefit (determined as
of his date of death, and unreduced for early payment), payable for a period of
sixty (60) consecutive months, beginning on the first day of the month next
following the Participant's date of death. If there are multiple surviving
Beneficiaries, the death benefit will be divided between or among them:

         (c)      as specified on the Beneficiary designation, or

         (d)      if the Beneficiary designation does not specify how the
                  benefit is to be divided, as the Committee shall determine,
                  based on rules and procedures it establishes.

         4.5      CASH-OUTS. Notwithstanding the preceding provisions of this
Article 4, if the present value of a Participant's Vested Accrued Benefit is
(and, with respect to distributions made on or before October 16, 2000, has
always been) equal to or less than five thousand dollars ($5,000), the Trustee
shall distribute his Vested Accrued Benefit, in a lump sum payment, as soon as
practicable after he Terminates. Any such distribution will fully discharge the
Plan's liability to the Participant and his Beneficiary.

                                                                              54
<PAGE>

For purposes of this Section 4.5, the present value of a Participant's Vested
Accrued Benefit shall be determined using the "APPLICABLE MORTALITY TABLE", as
defined in Code Section 417(e)(3)(A)(ii), and the Section 417 Interest Rate
described in Section 1.2.

If, as of the date of his termination of employment, a Participant's Vested
Account Balance is zero (0), the Participant shall be deemed to have received a
distribution of the nonforfeitable portion of his Accrued Benefit on the date of
his termination of employment.

         4.6      PAYMENTS TO ALTERNATE PAYEE. The amount of benefits paid to a
Participant will be adjusted in accordance with the requirements of any
Qualified Domestic Relations Order which provides for payment of all or part of
those benefits to an "ALTERNATE PAYEE" (as defined in Code Section 414(p)(8)).

If, within eighteen (18) months of receipt of a domestic relations order, the
Committee determines that the order is a Qualified Domestic Relations Order,
payment shall be made to the Alternate Payee as provided in that order.

The time of payment to any Alternate Payee shall be as provided in the Qualified
Domestic Relations Order, provided, however, that no such payment shall be made
before the earlier of:

         (a)      the date on which the Participant is entitled to a
                  distribution under the Plan; or

         (b)      the later of:

                  (i)      the date the Participant attains age fifty (50); or

                  (ii)     the earliest date on which the Participant could
                           begin receiving benefits under the Plan if the
                           Participant Terminated.

Once the Committee determines that any order received by it is a QDRO, any
Beneficiary Designation made by the Participant to whom the QDRO relates will
become null and void to the extent that it contradicts the QDRO.

         4.7      BENEFITS UPON RE-EMPLOYMENT OF A PARTICIPANT WHO HAS A VESTED
ACCRUED BENEFIT ATTRIBUTABLE TO PRIOR SERVICE WHICH IS IN PAY STATUS AT THE TIME
OF RE-EMPLOYMENT. If a Participant:

         (a)      Terminated employment with the Company and all Related
                  Companies,

         (b)      began receiving benefit payments in the form of an annuity,

                                                                              55
<PAGE>

         (c)      is re-employed by an Employer,

         (d)      meets the requirements of Section 2.1 after re-employment, and

         (e)      is not (i) a Five Percent Owner who is re-employed by the
                  Employer on or after the April 1 next following the calendar
                  year during which he attained age seventy and one-half
                  (70-1/2) years, or (ii) a Participant whose Retirement Date
                  preceded the date of his re-employment,

then those payments shall continue, and the preceding provisions of Article 4
shall apply to any benefits:

         (f)      accrued after his reemployment date, and

         (g)      which accrued after the date the Participant began receiving
                  payments and have not been included in the amount of those
                  payments as a result of an actuarial adjustment to the amount
                  of the payments to reflect the additional accrual.

Any benefits payable to or on behalf of the Participant as a result of service
performed prior to the initial commencement of benefit payments shall be
determined in accordance with the provisions of the Plan as in effect at the
date of his Termination prior to re-employment. For this purpose:

         (h)      Years of Service as of the original Termination date will be
                  added to any Years of Service accrued during re-employment,
                  and

         (i)      the resulting benefit shall be reduced by an amount determined
                  by an enrolled actuary, according to the terms of the Plan and
                  applicable law, to be Actuarially Equivalent to any Plan
                  benefits previously paid to the Participant.

Benefit payments to a Participant who previously elected payment in the form of
an annuity and is:

         (j)      a Five Percent Owner who is re-employed by the Employer on or
                  after the April 1 next following the calendar year during
                  which he attained age seventy and one-half (70-1/2) years], or

         (k)      re-employed by the Employer, or

         (l)      a Participant whose Retirement Date preceded the date of his
                  re-employment,

shall continue during the period of re-employment, and the Participant shall
continue to accrue benefits for his period of re-employment in accordance with
the provisions of the

                                                                              56
<PAGE>

Plan as in effect during that period. At the date of his Termination after
re-employment, the amount of any benefit accrued during re-employment will be
added to the benefit accrued prior to re-employment, and the resulting amount
shall be paid to the Participant or his Beneficiary(ies), as appropriate,
according to his election and the terms of the Plan as then in effect.

Notwithstanding the foregoing provisions of this Section 4.7:

         (m)      in no event shall the amount of the Participant's benefit
                  (expressed as a single life annuity), be less than the amount
                  (expressed as a single life annuity) that the Participant was
                  receiving, or entitled to receive, immediately prior to his
                  re-employment date; and

         (n)      a Participant described in 4.7(e)(ii) may, by written notice
                  to the Plan Administrator prior to performing an Hour of
                  Service after re-employment, voluntarily elect to have benefit
                  payments suspended during his period of re-employment, in
                  which case his benefit upon subsequent Termination shall be
                  calculated accordingly.

         4.8      ADDITIONAL PROVISIONS RELATING TO BENEFITS. The following
provisions shall also apply to benefit payments under the Plan.

         (a)      Payment of the proceeds of any insurance contract held by the
                  Trustee will be made only in one or more of the forms
                  permitted by Sections 4.2, 4.4 and 4.5, whichever applies.

         (b)      If, due to his legal, physical or mental incapacity, payment
                  cannot be made directly to a Participant or Beneficiary, the
                  Trustee, at the direction of the Committee, will make payment
                  to the guardian of the Participant or Beneficiary, or, if
                  there is no guardian, to any person or institution which has
                  custody of the person entitled to the payment.

         4.9      NON-TRANSFERABILITY. Except with respect to the creation,
assignment or recognition of a right to any amount payable with respect to a
Participant pursuant to a "domestic relations order" (as defined in Code Section
414(p)(1)(B)) which is determined by the Committee to be a Qualified Domestic
Relations Order, the interests of Participants and other persons entitled to
distributions under the Plan are not subject to the claims of their creditors
and may not be voluntarily or involuntarily assigned, alienated or encumbered.
Notwithstanding the preceding provisions of this Section, nothing in the Plan
shall be construed to preclude the enforcement of a federal tax levy under Code
Section 6331 or the collection by the United States of a judgment resulting from
an unpaid tax assessment or the offset of a Participant's Accrued Benefit in the
case of a judgment or settlement regarding a fiduciary breach under ERISA
Section 206(d)(4) or under a

                                                                              57
<PAGE>

judgment or conviction for a crime involving the Plan pursuant to Code Section
401(a)(13)(C).

                                    ARTICLE 5
                                 THE TRUST FUND

Plan assets shall be held and invested by the Trustee as provided in the Trust
Agreement.

                                    ARTICLE 6
                 TRUST FUND VALUATION AND PARTICIPANT STATEMENTS

         6.1      VALUATION OF THE TRUST FUND. An actuarial valuation shall be
performed as of the first day of each Plan Year by an enrolled actuary.

         6.2      PARTICIPANT STATEMENTS. To the extent required by law, as soon
as practicable after any valuation under Section 6.1 and at the discretion of
the Committee, after any interim valuation, the Committee will prepare and
deliver to each Participant a benefit statement which is consistent in form and
content with the requirements of Title I of ERISA.

                                    ARTICLE 7
                               PLAN ADMINISTRATION

         7.1      GENERAL. The authority to control and manage the operation and
administration of the Plan is vested in a Committee which has the rights, duties
and obligations set forth in this Article 7.

         7.2      MEMBERSHIP AND MANNER OF ACTING. The Committee shall consist
of three (3) or more persons selected by the Board of Directors of the Company.
In controlling and managing the operation and administration of the Plan, the
Committee shall act by the concurrence of a majority of its then members by
meeting or by writing without a meeting. The Committee, by unanimous written
consent, may authorize any one of its members to execute any document,
instrument or direction on its behalf. A written statement by a majority of the
Committee members or by an authorized Committee member shall be conclusive in
favor of any person (including the Trustee) acting in reliance on it.

         7.3      RIGHTS, POWERS AND DUTIES. The Committee shall have such
authority as may be necessary to discharge its responsibilities under the Plan,
including the following powers, rights and duties:

                                                                              58
<PAGE>

         (a)      to interpret and construe, in its sole discretion, in a
                  nondiscriminatory manner, the provisions of the Plan and to
                  adopt such rules of procedure and regulations as are
                  consistent with the provisions of the Plan and as it deems
                  necessary and proper;

         (b)      to determine, in its sole discretion, in a nondiscriminatory
                  manner, all questions relating to the eligibility, benefits
                  and other Plan rights of all persons;

         (c)      to direct all distributions from the Plan;

         (d)      to establish and amend any legally required funding or
                  investment policy for the Plan;

         (e)      to maintain and keep adequate records concerning the Plan and
                  concerning its proceedings and acts in such form and detail as
                  the Committee may decide; and

         (f)      to delegate its powers and duties to others as it sees fit.

Nothing in this Plan shall be construed to preclude the Committee from
exercising full discretionary authority with respect to all aspects of Plan
administration.

         7.4      COMMITTEE AS PLAN TRUSTEE. Subject to the provisions of
Article 5 of the Trust, the Committee, as trustee, shall discharge its duties
under the Plan and Trust solely in the interest of persons entitled to benefits
under the Plan, and

         (a)      for the exclusive purpose of:

                  (i)      providing benefits to persons entitled thereto under
                           the Plan; and

                  (ii)     defraying reasonable expenses of administering the
                           Trust;

         (b)      with the care, skill, prudence and diligence under the
                  circumstances then prevailing that a prudent person acting in
                  a like capacity and familiar with such matters would use in
                  the conduct of an enterprise of like character and with like
                  aims;

         (c)      by diversifying its investment of the Trust so as to minimize
                  the risk of large losses, unless under the circumstances it is
                  clearly prudent not to do so.

         7.5      APPLICATION OF RULES. In operating and administering the Plan,
the Committee shall apply all rules of procedure and regulations adopted by it
in a uniform and non-discriminatory manner. Any act of the Committee based on an
interpretation of the

                                                                              59
<PAGE>

Plan which is made in good faith shall be binding and conclusive upon all
persons or entities claiming benefits under the Plan.

         7.6      REMUNERATION AND EXPENSES. No remuneration shall be paid to
any Committee member as such. The reasonable expenses of a Committee member
incurred in the performance of a Committee function shall be reimbursed by the
Employer, however.

         7.7      RESIGNATION OR REMOVAL OF COMMITTEE MEMBER AND APPOINTMENT OF
SUCCESSOR. A Committee member may resign at any time by advance written notice
to the other Committee members. The Board of Directors of the Company may remove
a Committee member by giving advance notice to him and the other Committee
members. The Board of Directors of the Company may fill any vacancy in the
membership of the Committee and shall give prompt notice thereof to the other
Committee members.

         7.8      RELIANCE ON INFORMATION PROVIDED BY EMPLOYER. The Committee
may inspect such of the books and records of the Employer as it reasonably
determines to be necessary to obtain any factual information reasonably required
to perform its obligations under the Plan. The Committee may also rely on any
oral or written statement made by an authorized officer of the Employer or a
Related Company. If the Committee so requests, the Employer or any Related
Company shall certify any such statement.

         7.9      INDEMNIFICATION. The Employer and the Related Companies shall
indemnify the Committee, each of its members and any Employee or director of the
Employer or a Related Company to whom authority or responsibility have been
delegated under this Article (collectively, the "INDEMNIFIED GROUP"), to the
extent expressly provided by agreement or under the Articles of Incorporation,
code of regulations or by-laws of the Employer or Related Company, as
appropriate. The Employer and the Related Companies further agree to indemnify
each member of the Indemnified Group with respect to any liability actually and
reasonably incurred (including reasonable attorneys fees, expenses, judgments,
fines and amounts paid in settlement) in connection with any threatened or
pending action, suit or other proceeding relating to any act or failure to act
in connection with the discharge of their responsibilities under the Plan and
the Trust, but only if:

         (a)      the member of the Indemnified Group acted (or failed to act)
                  in good faith and based on a reasonable belief that the
                  conduct was consistent with the best interest of the Plan; and

         (b)      with respect to any criminal action or proceeding, they had no
                  reasonable cause to believe that their conduct was unlawful.

         7.10     NOTICES. Any notice or document required to be filed with any
person under the Plan will be properly filed if delivered or mailed by
registered mail, postage prepaid, to such person, in care of the Employer, at
the address where it maintains its corporate headquarters, or at such other
place as the Employer shall designate from time to time in a

                                                                              60
<PAGE>

written notice to Plan Participants. Any notice required under the Plan may be
waived by the person entitled to notice.

                                    ARTICLE 8
                            AMENDMENT AND TERMINATION

         8.1      AMENDMENT. Subject to the provisions of the Trust Agreement
relating to the reversion of Plan assets, the Company reserves the right to
amend the Plan at any time, except that no amendment shall reduce a
Participant's Accrued Benefits to less than the amount that he would have been
entitled to receive if he had resigned from the employ of his Employer on the
day preceding the date of the amendment.

Any officer or director of the Company may amend the Plan, but only to the
extent that any such amendment does not materially increase or decrease the
Employers cost of maintaining the Plan.

In addition, to the extent provided from time to time by action of the Board,
any officer or director of the Company may amend the Plan:

         (a)      to extend Plan coverage to any division, operating unit, or
                  group of employees of the Company not covered under by the
                  Plan,

         (b)      to extend Plan coverage to persons who become Company
                  employees as the result of a merger, the purchase of assets of
                  another business, or other acquisitions, and,

         (c)      to specify the extent, if any, that prior employment of any
                  group of employees described in (d), next above, will be taken
                  into account for purposes of satisfying the fifteen year
                  service requirement for Early Retirement, and the thirty-five
                  year service requirement for eliminating the accrual fraction
                  under the Old Formula at Early Retirement.

Notwithstanding any contrary plan provision, if any Plan amendment changes any
vesting schedule contained in Section 1.52, each Participant who, as of the
effective date of the amendment, has completed at least three (3) Years of
Service shall have the right to elect (in accordance with reasonable procedures
established by the Committee) to have the forfeitable percentage of his Accrued
Benefit determined without regard to the amendment. The period during which the
election may be made shall begin on the date the amendment is adopted or deemed
to be made and shall end on the latest of:

         (d)      the sixtieth (60th) day after the amendment is adopted;

         (e)      the sixtieth (60th) day after the amendment becomes effective;
                  or

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<PAGE>

         (f)      the sixtieth (60th) day after the Participant is issued
                  written notice of the amendment by the Employer or Plan
                  Administrator.

         8.2      TERMINATION. The Plan, as applied to all of the Employers,
will terminate as of such date as the Company may decide. The Plan, as adopted
by any Employer, will terminate on the first to occur of the following:

         (a)      the date it is terminated by that Employer;

         (b)      the date the Employer is judicially declared bankrupt or
                  insolvent, provided the Plan is terminated; or

         (c)      the effective date of the dissolution, merger, consolidation
                  or reorganization of that Employer or the sale by that
                  Employer of all or substantially all of its assets, except
                  that, subject to the provisions of Section 8.3, in any such
                  event arrangements may be made whereby the Plan will be
                  continued by any successor to that Employer or any purchaser
                  of all or substantially all of that Employer's assets, in
                  which case the successor or purchaser will be substituted for
                  that Employer under the Plan.

         8.3      MERGER AND CONSOLIDATION OF PLAN, TRANSFER OF PLAN ASSETS. In
the case of any merger or consolidation with, or transfer of assets and
liabilities to, any other plan, provisions shall be made so that each affected
Participant in the Plan will be entitled to receive a benefit immediately after
the merger, consolidation or transfer which is equal to or greater than the
benefit he would have been entitled to receive if the Plan had terminated
immediately prior to the merger, consolidation or transfer.

         8.4      VESTING AND DISTRIBUTION ON TERMINATION AND PARTIAL
TERMINATION. On termination or partial termination of the Plan the date of
termination or partial termination, as the case may be, will be a Valuation Date
and, after all adjustments required under the Plan and Trust have been made,
each affected Participant's Accrued Benefit will be nonforfeitable and, subject
to any adjustments that may be required on any subsequent Valuation Date, will
be distributable in accordance with the provisions of Article 4.

         8.5      NOTICE OF AMENDMENT, TERMINATION OR PARTIAL TERMINATION.
Affected individuals will be notified of an amendment, termination or partial
termination of the Plan as required by law.

                                    ARTICLE 9
                                     GENERAL

         9.1      CONSTRUCTION. Each provision of the Plan is independent of
each other provision. If a court of competent jurisdiction finally determines
that any Plan provision is

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<PAGE>

illegal, unenforceable or in conflict with the Code, ERISA or any other
applicable law, that provision will be disregarded and will be void. The
invalidation of any Plan provision will not impair the validity of the remaining
Plan provisions. The headings and subheadings in the Plan are inserted only for
the convenience of reader, and are not to be considered in the construction of
its provisions.

         9.2      PARTICIPATION NOT CONTRACT OF EMPLOYMENT. The Plan does not
constitute a contract of employment. Participation in the Plan will not give any
Employee the right to be retained in the employ of an Employer nor give any
person any right or claim to any benefit under the terms of the Plan unless such
right or claim has specifically accrued under the terms of the Plan.

         9.3      APPLICABLE LAWS. The Plan shall be construed and administered
in accordance with the laws of the state in which the Employer has its principal
place of business to the extent that such laws are not preempted by the laws of
the United States of America.

         9.4      COUNTERPARTS. The Plan may be executed in any number of
counterparts, each of which shall be considered an original.

         9.5      INITIAL QUALIFICATION. The Plan is intended to comply with
Code Section 401(a). If the Internal Revenue Service issues a written
determination that the Plan as initially adopted is not qualified, and the
Employer elects not to make any amendments required to make the Plan qualified,
the Plan shall terminate. If the Plan terminates as provided in this Section,
the Trust will terminate and all amounts contributed by the Employer and
Participants (adjusted for net earnings and losses) will be returned to them
within one (1) year after the date the initial qualification is denied, but only
if the application for the qualification is made by the time prescribed by law
for filing the Employer's return for the taxable year in which the Plan is
adopted, or such later date as the Secretary of the Treasury may prescribe.

         9.6      CONTRIBUTIONS CONDITIONED UPON DEDUCTIBILITY. All employer
contributions are expressly conditioned upon their deductibility. To the extent
permitted by law, all or any part of any such contribution which is determined
not to be deductible shall be refunded to the employer within one year after the
payment of the contribution or the disallowance of the deduction (but only to
the extent disallowed).

TO EVIDENCE ITS AGREEMENT, the Company, by duly authorized officer, has executed
this document as of September 30, 2003

                                               THE REYNOLDS AND REYNOLDS COMPANY

                                               By

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<PAGE>

                                   SCHEDULE A

1.       ReyZon

Former employees of ReyZon who become Employees of an Employer on January 1,
1980, shall become participants in the Plan on that date. In addition, such
Employees shall begin receiving service credit for all Plan purposes as of
January 1, 1980. Service with ReyZon prior to January 2, 1980, shall be credited
by The Reynolds and Reynolds Company only for purposes of satisfying the fifteen
(15) year service requirement for Early Retirement and the thirty-five (35) year
service requirement to eliminate the accrual fraction under the Old Formula at
Early Retirement.

2.       Arnold Corporation - Printed Communications For Business ("ARNOLD")

Employees who transferred directly from The Reynolds and Reynolds Company to
Arnold or Loftins Business Forms Co., Inc. ("LOFTINS") on or about October 1,
1986, shall receive credit for periods of continuous Employment with Arnold or
Loftins, as appropriate, on and after October 1, 1986. Other Arnold employees,
and Employees or former employees of Arnold, Loftins Business Forms Co., Inc.,
any subsidiary of Arnold or Loftins, or any affiliate of any such entity (the
"Arnold Group") who on or after October 1, 1989, become Employees of an Employer
other than the Arnold Group, shall receive credit for:

         (i)      periods of continuous Employment on and after October 1, 1989,

         (ii)     periods of continuous Employment with Arnold, Loftins, or any
                  subsidiary of Arnold or Loftins between May 30, 1986 and
                  September 30, 1989, for purposes of determining eligibility to
                  participate and vesting,

         (iii)    periods of continuous Employment with Arnold, Loftins, or any
                  subsidiary of Arnold or Loftins between May 30, 1986 and
                  September 30, 1987 for purposes of the accrual fraction under
                  the Old Formula,

         (iv)     periods of employment prior to May 30, 1986 with Arnold,
                  Loftins, or any subsidiary of Arnold or Loftins shall be
                  considered Continuous Employment only for purposes of the
                  thirty-five (35) year service requirement to eliminate the
                  accrual fraction at Early Retirement under the Old Formula.

3.       Caseware, Inc.

Former employees of Caseware, Inc. who become Employees of an Employer on June
1, 1988, shall become participants in the Plan on that date. In addition, such
Employees shall begin receiving service credit for all Plan purposes as of June
1, 1988. Service with Caseware, Inc. prior to June 1, 1988, shall be credited by
The Reynolds and Reynolds Company only for purposes of satisfying the fifteen
(15) year service requirement for Early

                                                                              64
<PAGE>

Retirement and the thirty-five (35) year service requirement to eliminate the
accrual fraction under the Old Formula at Early Retirement.

4.       Norick Brothers, Inc.

Former employees of Norick Brothers, Inc. who become Employees of an Employer on
June 1, 1992, shall become participants in the Plan on that date. In addition,
such Employees shall begin receiving service credit for all Plan purposes as of
June 1, 1992. Service with Norick Brothers, Inc. prior to June 1, 1992, shall be
credited by The Reynolds and Reynolds Company only for purposes of satisfying
the fifteen (15) year service requirement for Early Retirement and the
thirty-five (35) year service requirement to eliminate the accrual fraction
under the Old Formula at Early Retirement.

5.       Shumate Business Forms

Former employees of Shumate Business Forms who become Employees of an Employer
on August 31, 1992, shall become participants in the Plan on that date. In
addition, such Employees shall begin receiving service credit for all Plan
purposes as of August 31, 1992. Service with Shumate Business Forms prior to
August 31, 1992, shall be credited by The Reynolds and Reynolds Company only for
purposes of satisfying the fifteen (15) year service requirement for Early
Retirement and the thirty-five (35) year service requirement to eliminate the
accrual fraction under the Old Formula at Early Retirement.

6.       NMCS, Inc.

Employees of NMCS, Inc., who are not members of the NMCS Excluded Group shall
receive credit for continuous employment with NMCS, Inc. on or after January 1,
1993. For purposes of the preceding sentence, the "NMCS EXCLUDED GROUP" shall
consist of any person employed by NMCS, Inc. in connection with its Total
Billing Management service whose primary duties are the performance of services
for one or more customers of the NMCS, Inc. Total Billing Management service at
a field location January 1, 1993. In addition, employees of NMCS, Inc. who are
not members of the NMCS Excluded Group, and former employees of NMCS, Inc. who
on or after January 1, 1993 become Employees of an Employer other than NMCS,
Inc. shall receive credit for periods of employment with NMCS, Inc.:

         (i)      between January 1, 1990 and January 1, 1993, inclusive, except
                  for purposes of determining Years of Participation, and

         (ii)     or any predecessor or affiliate of NMCS, Inc. prior to January
                  1, 1990 only for purposes of the fifteen (15) year service
                  requirement to qualify for Early Retirement, and the
                  thirty-five (35) year service requirement to eliminate the
                  accrual fraction under the Old Formula at Early Retirement.

7.       Woodbury Business Systems, Inc.

                                                                              65
<PAGE>

Former employees of Woodbury Business Systems, Inc. who become Employees of an
Employer on February 26, 1993, shall become participants in the Plan on that
date. In addition, such Employees shall begin receiving service credit for all
Plan purposes as of February 26, 1993. Service with Woodbury Business Systems,
Inc. prior to February 26, 1993, shall be credited by The Reynolds and Reynolds
Company only for purposes of satisfying the fifteen (15) year service
requirement for Early Retirement and the thirty-five (35) year service
requirement to eliminate the accrual fraction under the Old Formula at Early
Retirement.

8.       Coin, Inc.

Former employees of Coin, Inc. who become Employees of an Employer on June 29,
1993, shall become participants in the Plan on that date. In addition, such
Employees shall begin receiving service credit for all Plan purposes as of June
29, 1993. Service with Coin, Inc. Prior to June 29, 1993, shall be credited by
The Reynolds and Reynolds Company only for purposes of satisfying the fifteen
(15) year service requirement for Early Retirement and the thirty-five (35) year
service requirement to eliminate the accrual fraction under the Old Formula at
Early Retirement.

9.       Law Printing, Inc.

Former employees of Law Printing, Inc. who become Employees of an Employer on
January 4, 1994, shall become participants in the Plan on October 1, 1994. In
addition, such Employees shall begin receiving service credit for all Plan
purposes except for vesting as of October 1, 1994. For vesting purposes, such
Employees shall begin receiving service credit as of January 4, 1994. Service
with Law Printing, Inc. prior to January 4, 1994, shall be credited by The
Reynolds and Reynolds Company only for purposes of satisfying the fifteen (15)
year service requirement for Early Retirement and the thirty-five (35) year
service requirement to eliminate the accrual fraction under the Old Formula at
Early Retirement.

10.      Formcraft, Inc.

Former employees of Formcraft, Inc. who become Employees of an Employer on
January 4, 1994, shall become participants in the Plan on October 1, 1994. In
addition, such Employees shall begin receiving service credit for all Plan
purposes except for vesting as of October 1, 1994. For vesting purposes, such
Employees shall begin receiving service credit as of January 4, 1994. Service
with Formcraft, Inc. prior to January 4, 1994, shall be credited by The Reynolds
and Reynolds Company only for purposes of satisfying the fifteen (15) year
service requirement for Early Retirement and the thirty-five (35) year service
requirement to eliminate the accrual fraction under the Old Formula at Early
Retirement.

11.      Management Computer Services, Inc.

                                                                              66
<PAGE>

Former employees of Management Computer Services, Inc. who become Employees of
an Employer on May 7, 1994, shall become participants in the Plan on October 1,
1995. In addition, such Employees shall begin receiving service credit for all
Plan purposes except for vesting as of October 1, 1995. For vesting purposes,
such Employees shall begin receiving service credit as of May 7, 1994. Service
with Management Computer Services, Inc. prior to May 7, 1994, shall be credited
by The Reynolds and Reynolds Company only for purposes of satisfying the fifteen
(15) year service requirement for Early Retirement and the thirty-five (35) year
service requirement to eliminate the accrual fraction under the Old Formula at
Early Retirement.

12.      Poorman Douglas

Former employees of Poorman Douglas who become Employees of an Employer on
November 1, 1994, shall become participants in the Plan on October 1, 1995. In
addition, such Employees shall begin receiving service credit for all Plan
purposes except for vesting as of October 1, 1995. For vesting purposes, such
Employees shall begin receiving service credit as of November 1, 1994. Service
with Poorman Douglas prior to November 1, 1994, shall be credited by The
Reynolds and Reynolds Company only for purposes of satisfying the fifteen (15)
year service requirement for Early Retirement and the thirty-five (35) year
service requirement to eliminate the accrual fraction under the Old Formula at
Early Retirement.

13.      SSEI

Former employees of SSEI who become Employees of an Employer on January 16,
1995, shall become participants in the Plan on October 1, 1995. In addition,
such Employees shall begin receiving service credit for all Plan purposes except
for vesting as of October 1, 1995. For vesting purposes, such Employees shall
begin receiving service credit as of January 16, 1995. Service with SSEI prior
to January 16, 1995, shall be credited by The Reynolds and Reynolds Company only
for purposes of satisfying the fifteen (15) year service requirement for Early
Retirement and the thirty-five (35) year service requirement to eliminate the
accrual fraction under the Old Formula at Early Retirement.

14.      Pioneer Systems, Incorporated

Former employees of Pioneer Systems, Incorporated who become Employees of an
Employer on April 1, 1995, shall become participants in the Plan on October 1,
1995. In addition, such Employees shall begin receiving service credit for all
Plan purposes except for vesting as of October 1, 1995. For vesting purposes,
such Employees shall begin receiving service credit as of April 1, 1995. Service
with Pioneer Systems, Incorporated prior to April 1, 1995, shall be credited by
The Reynolds and Reynolds Company only for purposes of satisfying the fifteen
(15) year service requirement for Early Retirement and the thirty-five (35) year
service requirement to eliminate the accrual fraction under the Old Formula at
Early Retirement.

                                                                              67
<PAGE>

15.      Ultimate Processing Services ("UPS")

Former employees of UPS who become Employees of an Employer on April 1, 1995,
shall become participants in the Plan on October 1, 1995. In addition, such
Employees shall begin receiving service credit for all Plan purposes except for
vesting as of October 1, 1995. For vesting purposes, such Employees shall begin
receiving service credit as of April 1, 1995. Service with UPS prior to April 1,
1995, shall be credited by The Reynolds and Reynolds Company only for purposes
of satisfying the fifteen (15) year service requirement for Early Retirement and
the thirty-five (35) year service requirement to eliminate the accrual fraction
under the Old Formula at Early Retirement.

16.      Salcris Corporation

Former employees of Salcris Corporation who become Employees of an Employer on
May 10, 1995, shall become participants in the Plan on October 1, 1996. In
addition, such Employees shall begin receiving service credit for all Plan
purposes except for vesting as of October 1, 1996. For vesting purposes, such
Employees shall begin receiving service credit as of May 10, 1995. Service with
Salcris Corporation prior to May 10, 1995, shall be credited by The Reynolds and
Reynolds Company only for purposes of satisfying the fifteen (15) year service
requirement for Early Retirement and the thirty-five (35) year service
requirement to eliminate the accrual fraction under the Old Formula at Early
Retirement.

17.      Dataforms, Inc.

Former employees of Dataforms, Inc. who become Employees of an Employer on May
10, 1995, shall become participants in the Plan on October 1, 1996. In addition,
such Employees shall begin receiving service credit for all Plan purposes except
for vesting as of October 1, 1996. For vesting purposes, such Employees shall
begin receiving service credit as of May 10, 1995. Service with Dataforms, Inc.
prior to May 10, 1995, shall be credited by The Reynolds and Reynolds Company
only for purposes of satisfying the fifteen (15) year service requirement for
Early Retirement and the thirty-five (35) year service requirement to eliminate
the accrual fraction under the Old Formula at Early Retirement.

18.      Dealernet

Former employees of Dealernet who become Employees of an Employer on June 16,
1995, shall become participants in the Plan on October 1, 1996. In addition,
such Employees shall begin receiving service credit for all Plan purposes except
for vesting as of October 1, 1996. For vesting purposes, such Employees shall
begin receiving service credit as of June 16, 1995. Service with Dealernet prior
to June 16, 1995, shall be credited by The Reynolds and Reynolds Company only
for purposes of satisfying the fifteen (15) year service requirement for Early
Retirement and the thirty-five (35) year service requirement to eliminate the
accrual fraction under the Old Formula at Early Retirement.

                                                                              68
<PAGE>

19.      Nickelsen Group

Former employees of Nickelsen Group who become Employees of an Employer on July
1, 1995, shall become participants in the Plan on October 1, 1996. In addition,
such Employees shall begin receiving service credit for all Plan purposes except
for vesting as of October 1, 1996. For vesting purposes, such Employees shall
begin receiving service credit as of July 1, 1995. Service with Nickelsen Group
prior to July 1, 1995, shall be credited by The Reynolds and Reynolds Company
only for purposes of satisfying the fifteen (15) year service requirement for
Early Retirement and the thirty-five (35) year service requirement to eliminate
the accrual fraction under the Old Formula at Early Retirement.

20.      Jordan Graphics, Inc.

Former employees of Jordan Graphics, Inc. who become Employees of an Employer on
January 23, 1996, shall become participants in the Plan on January 23, 1996. In
addition, such Employees shall begin receiving service credit for all Plan
purposes as of January 23, 1996. Service with Jordan Graphics, Inc. prior to
January 23, 1996, shall be credited by The Reynolds and Reynolds Company only
for purposes of satisfying the fifteen (15) year service requirement for Early
Retirement and the thirty-five (35) year service requirement to eliminate the
accrual fraction under the Old Formula at Early Retirement.

21.      Wheeler Management

Former employees of Wheeler Management who become Employees of an Employer on
July 1, 1996, shall become participants in the Plan on October 1, 1997. In
addition, such Employees shall begin receiving service credit for all Plan
purposes except for vesting as of October 1, 1997. For vesting purposes, such
Employees shall begin receiving service credit as of July 1, 1996. Service with
Wheeler Management prior to July 1, 1996, shall be credited by The Reynolds and
Reynolds Company only for purposes of satisfying the fifteen (15) year service
requirement for Early Retirement and the thirty-five (35) year service
requirement to eliminate the accrual fraction under the Old Formula at Early
Retirement.

22.      Half-A-Car ("HAC")

Former employees of HAC who become Employees of an Employer on May 19, 2000,
shall become participants in the Plan on October 1, 2003. In addition, such
Employees shall begin receiving service credit for all Plan purposes except for
vesting as of October 1, 2003. For vesting purposes, such Employees shall begin
receiving service credit as of May 19, 2000. Service with HAC prior to May 19,
2000, shall be credited by The Reynolds and Reynolds Company only for purposes
of satisfying the fifteen (15) year service requirement for Early Retirement and
the thirty-five (35) year service requirement to eliminate the accrual fraction
under the Old Formula at Early Retirement.

                                                                              69
<PAGE>

23.      Automark

Former employees of Auto Mark who become Employees of an Employer on May 19,
2000, shall become participants in the Plan on October 1, 2003. In addition,
such Employees shall begin receiving service credit for all Plan purposes except
for vesting as of October 1, 2003. For vesting purposes, such Employees shall
begin receiving service credit as of May 19, 2000. Service with Auto Mark prior
to May 19, 2000, shall be credited by The Reynolds and Reynolds Company only for
purposes of satisfying the fifteen (15) year service requirement for Early
Retirement and the thirty-five (35) year service requirement to eliminate the
accrual fraction under the Old Formula at Early Retirement.

24.      Dealerkid

Former employees of Dealerkid who become Employees of an Employer on November
20, 2000, shall become participants in the Plan on October 1, 2001. In addition,
such Employees shall begin receiving service credit for all Plan purposes except
for vesting as of October 1, 2001. For vesting purposes, such Employees shall
begin receiving service credit as of November 20, 2000. Service with Dealerkid
prior to November 20, 2000, shall be credited by The Reynolds and Reynolds
Company only for purposes of satisfying the fifteen (15) year service
requirement for Early Retirement and the thirty-five (35) year service
requirement to eliminate the accrual fraction under the Old Formula at Early
Retirement.

25.      Boatventures

Former employees of Boatventures who become Employees of an Employer on August
9, 2002, shall become participants in the Plan on October 1, 2003. In addition,
such Employees shall begin receiving service credit for all Plan purposes except
for vesting as of October 1, 2003. For vesting purposes, such Employees shall
begin receiving service credit as of August 9, 2002. Service with Boatventures
prior to August 9, 2002, shall be credited by The Reynolds and Reynolds Company
only for purposes of satisfying the fifteen (15) year service requirement for
Early Retirement and the thirty-five (35) year service requirement to eliminate
the accrual fraction under the Old Formula at Early Retirement.

26.      Networkcar

Former employees of Networkcar who become Employees of an Employer on December
2, 2002, shall become participants in the Plan on October 1, 2003. In addition,
such Employees shall begin receiving service credit for all Plan purposes except
for vesting as of October 1, 2003. For vesting purposes, such Employees shall
begin receiving service credit as of December 2, 2002. Service with Networkcar
prior to December 2, 2002, shall be credited by The Reynolds and Reynolds
Company only for purposes of satisfying the fifteen (15) year service
requirement for Early Retirement and the thirty-five (35) year

                                                                              70
<PAGE>

service requirement to eliminate the accrual fraction under the Old Formula at
Early Retirement.

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