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                                                                 EXHIBIT (10)(k)



                        THE REYNOLDS AND REYNOLDS COMPANY
                 AMENDED AND RESTATED STOCK OPTION PLAN -- 1989

                           (RESTATED DECEMBER 1, 2001)


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                        THE REYNOLDS AND REYNOLDS COMPANY
                 AMENDED AND RESTATED STOCK OPTION PLAN -- 1989


SECTION 1.   PURPOSES.

The Reynolds and Reynolds Company Amended and Restated Stock Option Plan -- 1989
(the "Plan") is intended to promote the growth and general prosperity of The
Reynolds and Reynolds Company the ("Company") and its Subsidiaries, as defined
in Section 2 below, by providing key employees responsible for the policies and
operations of the Company with an additional incentive to contribute to its
success; by assisting the Company in attracting and retaining the best available
personnel for positions of substantial responsibility; and by increasing the
identity of interests of key employees with those of the shareholders of the
Company. It is intended that these purposes be effected through the granting of
Options, as defined in Section 2 below. The Plan, approved by the Board on
November 9, 1988 and by the Shareholders at the Company's Annual Meeting held
February 16, 1989, has been amended and restated to incorporate all amendments
previously made.

SECTION 2.   DEFINITIONS.

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

(b)      "Change in Control" shall mean the occurrence of any of the following:

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

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

         (iii)    the consummation of a merger or consolidation of the Company
                  or any direct or indirect subsidiary of the Company with any
                  other corporation, other than (1) a


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

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

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

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

(e)      "Committee" means the Stock Option Committee referred to in Section 4.

(f)      "Date of Grant" means the date upon which the Committee determines to
         grant an Option or such later date as may be determined by the
         Committee at the time such grant is authorized, subject to satisfaction
         of any conditions the Committee may place on the effectiveness of the
         grant.

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

(h)      "Incentive Stock Option" means any Option granted hereunder, the terms
         of which, at the time of grant, comply with the provisions of section
         422A of the Code.

(i)      "Non-Qualified Stock Option" means any Option granted hereunder, the
         terms of which, at the


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         time of grant, do not comply with the provisions of section 422A of the
         Code.

(j)      "Option" means the right to purchase a specified number of Shares of
         the Company in accordance with the terms of this Plan.

(k)      "Option Price" means the purchase price per Share specified in an
         Option granted under the Plan, which price shall be established by the
         Committee in accordance with its authority set forth in Sections 4 and
         7 and may vary from one Option to another; provided, however, that in
         no event may said price be less than the par value of the Shares; and
         provided further, that in no event may said price of any Incentive
         Stock Option granted hereunder be less than the Fair Market Value of a
         Share on the Date of Grant.

(l)      "Share" or "Shares" means the Class A Common Shares of the Company
         which shares have a par value of $.625.

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

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

(o)      "He" and "His" also mean "She" and "Hers."

SECTION 3.   SHARES SUBJECT TO THE PLAN.

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

            (i)   500,000 Shares originally authorized and reserved for issuance
                  under the plan; plus

            (ii)  annual amounts equal to the lesser of (a) three percent
         (3%) of the total issued and outstanding Shares of the Company as of
         October 1 of each full or partial Company fiscal year during which the
         plan is in effect beginning with the Company's fiscal year commencing
         October 1, 1990; or (b) such amount calculated as of October 1, 1990
         (three percent (3%) of 10,098,004 Shares or 302,940 Shares).


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         To the extent that the actual number of Shares issued upon the exercise
         of Options granted under the Plan in any such year is less than the
         maximum annual amount allowed hereunder, such excess number of Shares
         may be issued upon the exercise of Options granted under the Plan in
         subsequent years.

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

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

SECTION 4.   ADMINISTRATION OF THE PLAN.

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

(b)      Subject to the express terms and conditions of the Plan, the Committee
         shall have the authority (i) to grant Options and determine the Option
         Price for Shares covered by each Option, the employees to whom Options
         are granted, the time or times at which Options are granted, and the
         number of Shares covered by each Option; (ii) to construe, interpret,
         and implement the Plan and any agreements executed in connection with
         the Plan; (iii) to prescribe, amend, and rescind rules and regulations
         relating to the Plan; (iv) to make all determinations necessary or
         advisable in administering the Plan; and (v) to correct any defect,
         supply any omission and reconcile any inconsistency in the Plan; and
         (vi) to determine whether an Incentive Stock Option, a Non-Qualified
         Stock Option or a combination of the two shall be granted to an
         optionee. In exercising its authority under (1) next above, the
         Committee, consistent with the express provisions of the Plan, may take
         into account the nature of the services rendered by the respective
         eligible employees, their present and potential contributions and value
         to the Company's success and such other factors as the Committee in its
         discretion shall deem relevant. Any action to be taken by a majority of
         the Committee shall be the action of the Committee.

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

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


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SECTION 5.   ELIGIBILITY AND TIMING OF GRANTS.

(a)      Options may be granted by the Committee to any key employees of the
         Company or any Subsidiary holding positions at or above the director
         level (as described in the Company's personnel manual) and such other
         key employees, regardless of title or designation, as shall, in the
         determination of the Board, be responsible in the future for the duties
         presently being discharged by employees at or above the director level.
         The Committee may condition an Option grant and the execution of an
         option agreement containing such provisions as the Committee and the
         Board determines to be advisable. An otherwise eligible employee shall
         not be rendered ineligible by reason of service as a member of the
         Board. If the Committee deems it appropriate to do so, it may determine
         (i) to grant Options to some, but not to all, eligible employees in a
         particular year, or (ii) to refrain from granting any Options at all in
         a particular year. An employee who has been granted an Option under
         this Plan or under any other prior or current stock option plans of the
         Company may, if he is otherwise eligible, be granted an additional
         Option or Options under this Plan.

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

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

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

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

SECTION 7.   OPTION PRICE AND PAYMENT THEREOF.

(a)      Each Option shall state the number of Shares to which it pertains and
         the Option Price applicable thereto. The Option Price for each Option
         shall be determined by the Committee in its discretion, at the time of
         grant; provided, however, that in no event may said Option Price be
         less than the par value of a share; and provided further, that the
         Option price of any Incentive Stock Option granted shall not be less
         than the Fair Market Value of a Share on the Date of Grant.

(b)      The Option Price shall be payable to the Company either (i) in United
         States dollars in cash


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         (including check, bank draft or money order), or (ii) at the discretion
         of the Committee exercised as of the Date of Grant, by delivering
         either Shares already owned by the optionee or a combination of Shares
         and cash. The Shares delivered to the Company shall be valued at their
         Fair Market Value.

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

SECTION 8.   EXERCISE OF OPTION.

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

(b)      The following restrictions shall apply to exercise of Options:

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

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

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

             (iv) If an optionee retires from active employment with the
         Company with the consent of the Board, the Option of such retired
         optionee may, subject to the ten-year limitation in Section 6, be
         exercised by the retired optionee as fully as if he had remained
         continuously employed by the Company.

             (v) If an optionee's employment is terminated by either the
         company or the optionee


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         (other than a Termination for Cause), the Option of such optionee, may,
         subject to the ten-year limitation in Section 6, be exercised by the
         optionee within 60 days of such termination of employment, to the
         extent that Optionee was entitled to exercise the Option on that date,
         as fully as If he had remained continuously employed by the Company.

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

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

SECTION 9.   AUTHORITY TO AMEND OPTIONS.

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

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

SECTION 10.   NONTRANSFERABILITY.

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

SECTION 11.   ADJUSTMENT UPON CHANGES IN SHARES OR CAPITALIZATION

In the event of any change in the Shares subject to the Plan or to any Option
granted hereunder by reason of a merger, consolidation, reorganization,
recapitalization, stock dividend, stock split-up, combination or exchange of
shares or other change in the corporate structure (provided that the Company
remains as the surviving entity upon the completion of any of the foregoing
transactions), the aggregate number of Shares as to which Options may be granted
under the Plan, the number and class of Shares subject to each outstanding
Option and the Option Price per Share shall be adjusted to the extent deemed
appropriate by the Committee, which determination shall be conclusive.

SECTION 12.   COMPLIANCE WITH LAWS AND REGULATIONS.


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

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

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

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

SECTION 13.   RESERVATION OF SHARES.

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

SECTION 14.   TERM OF PLAN.


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This Plan shall expire on February 16, 1999 unless sooner terminated under
Section 15.

SECTION 15.   AMENDMENT AND TERMINATION OF PLAN.

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

              (i) the maximum number of Shares that may be optioned under
         the Plan cannot be increased except in accordance with Section 11;

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

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

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

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

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

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

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

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

SECTION 17.   DISCLAIMER OF LIABILITY.

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


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

Neither the grantee nor other holder of an Option, nor his legal
representatives, legatees or distributees, shall have any rights as a
shareholder of the Company with respect to any Shares covered by such Option
until the date of the issuance of a stock certificate or certificates
representing such Shares. Nothing contained in the Plan nor in any Option shall
confer upon any employee any right with respect to continuance of employment by
the Company or any Subsidiary nor interfere in any way with the right of the
Company or any Subsidiary to terminate his employment at any time.

SECTION 19.   TAX WITHHOLDING.

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

SECTION 20.   INDEMNIFICATION.

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

SECTION 21.   NOTICES.

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

                        The Reynolds and Reynolds Company
                              Post Office Box 2608
                               Dayton, Ohio 45401
                        Attention: Stock Option Committee

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


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SECTION 22.   BENEFITS OF THE PLAN.

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



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