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                                                                 EXHIBIT (10)(s)

                        THE REYNOLDS AND REYNOLDS COMPANY
                          SUPPLEMENTAL RETIREMENT PLAN

                          (October 1, 2002 Restatement)

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                        THE REYNOLDS AND REYNOLDS COMPANY
                          SUPPLEMENTAL RETIREMENT PLAN

The Reynolds and Reynolds Company (the "COMPANY") established The Reynolds and
Reynolds Company Supplemental Retirement Plan (the "PLAN") effective October 1,
1978. The Plan has been amended from time to time.

In addition to the Plan, the Company previously provided non-qualified deferred
compensation benefits to eligible employees pursuant to a salary continuation
program for officers, the terms of which were set forth in individual agreements
between those employees and the Company (collectively, the "OFFICERS SALARY
CONTINUATION PLAN").

The Company now desires to amend and restate the Plan, and combine it with the
Officers Salary Continuation Plan. As such, the benefits provided under this
restated Plan replace those previously provided under the Plan and the Officers
Salary Continuation Plan.

THEREFORE, effective as of October 1, 2002, the Plan is amended and restated, as
set forth below. The provisions of this amended and restated Plan shall apply
only to covered employees (including officers) who retire, die, or terminate
employment with the Company and all Related Companies on or after that date.

      1. DEFINITIONS. Unless a different meaning clearly is required by the
context, for purposes of the Plan, words and phrases defined in this document
shall have the meanings indicated, and all other words and phrases used as
capitalized defined terms shall have the meanings given them in The Reynolds and
Reynolds Company Retirement Plan, as in effect at the time the meaning is to be
determined (the "QUALIFIED PENSION PLAN").

As used in this Plan, the terms set forth below shall have the following
meanings:

      (a)   "BOARD" shall mean the Compensation Committee appointed by the board
            of directors of the Company, as constituted from time to time, or
            any other individual member or committee of that board to which it
            has delegated authority with respect to the Plan.

      (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, Reynolds, any trustee or
                    other fiduciary holding securities under an employee benefit
                    plan of Reynolds or any company owned, directly or
                    indirectly, by the shareholders of Reynolds in substantially
                    the same proportions as their ownership of stock of
                    Reynolds), who is or becomes the "beneficial owner" (as
                    defined in Rule 13d-3 under the

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                    Exchange Act), directly or indirectly, of securities of
                    Reynolds representing twenty percent (20%) or more of the
                    combined voting power of Reynolds' then outstanding
                    securities;

            (ii)    during any period of two (2) consecutive years (not
                    including any period prior to the effective date of this
                    restatement of the 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 Reynolds to effect a
                    transaction described in clause (i), (iii) or (iv) of this
                    Section) whose election by Reynolds' 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 Reynolds or
                    any direct or indirect subsidiary of Reynolds with any other
                    corporation, other than (1) a merger or consolidation which
                    would result in the voting securities of Reynolds
                    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 fifty
                    percent (50%) of the combined voting power of the voting
                    securities of Reynolds 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 Reynolds (or similar
                    transaction) in which no "person" (as hereinabove defined)
                    is or becomes the beneficial owner, directly or indirectly,
                    of securities of Reynolds (not including in the securities
                    beneficially owned by such person any securities acquired
                    directly from Reynolds or its affiliates other than in
                    connection with the securities acquired directly from
                    Reynolds or its affiliates other than in connection with the
                    acquisition by Reynolds or its affiliates of a business)
                    representing twenty percent (20%) or more of the combined
                    voting power of Reynolds' then outstanding securities; or

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

      (c)   "CLAIMANT" means a Participant, or any beneficiary of a Participant,
            as determined under the provisions of this Plan, as amended from
            time to time.

      (d)   "CODE" means the Internal Revenue Code of 1986, as amended from time
            to time. Reference to a section of the Code shall include the then
            current

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            section of the Code, and any comparable section or sections of any
            future legislation that amends, supplements, or supersedes that
            section.

      (e)   "DISABILITY" and/or "DISABLED" means any of the following conditions
            which first occur after the date an associate becomes a Participant:

            (i)   the total and irrevocable loss by a Participant of:

                  (A)      sight of both eyes;

                  (B)      the use of both hands or both feet;

                  (C)      the use of one hand and one foot;

                  regardless of whether the Participant is able to perform the
                  duties of, or is working at, any occupation;

                                       OR

            (ii)  the inability of a Participant to perform all of the
                  substantial and material duties of his regular occupation as a
                  result of an injury or sickness. If a disability described in
                  the preceding part of this clause (ii) continues for a period
                  of sixty (60) months, then for purposes of this clause (ii),
                  disability means the inability of a Participant to perform all
                  of the substantial and material duties of any occupation for
                  which he is reasonably qualified by education, training or
                  experience.

      (f)   "ERISA" means the Employee Retirement Income Security Act of 1974,
            as amended from time to time.

      (g)   "GOOD REASON" means the occurrence of any of the following events:
            (i) Reynolds reduces a Participant's base salary below the amount of
            such base salary in effect immediately preceding a Change in Control
            without the Participant's written consent; (ii) Reynolds fails to
            continue to provide a Participant with fringe benefits (including
            bonuses, vacation, health and disability insurance, etc.) at least
            equivalent to those of other similarly situated associates employed
            by Reynolds; (iii) the Participant is required by Reynolds to
            perform duties or services which differ significantly from those
            performed by him prior to the Change in Control, or which are not
            ordinarily and generally performed by a similarly situated executive
            of a corporation; or (iv) the nature of the duties or services which
            Reynolds requires a Participant to perform necessitates absence
            overnight from his place of residence, because of travel involving
            the business affairs of Reynolds, for more than ninety (90) days
            during any period of six (6) consecutive months.

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      (h)   "PARTICIPANT" means an associate of Reynolds or a Related Company
            who:

            (i)   is a member of a "select group of management or highly
                  compensated employees", as that phrase is defined for purposes
                  of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA,

            (ii)  has been notified by the Committee of his or her eligibility
                  to participate in the Plan,

            (iii) has furnished (within a reasonable time established by the
                  Committee) such applications, consents, proofs of date of
                  birth, elections, beneficiary designations and other documents
                  and information as the Committee reasonably shall require,

                                       AND

            (iv)  has been designated an eligible officer by the Chief Human
                  Resources Officer of Reynolds ("CHRO"),

                                       OR

            (v)   has been designated by the Board as eligible to participate in
                  the Plan

            Provided, however, that the Board may at any time designate any
            associate or group of associates (including officers and active
            Participants) as being ineligible to participate (or to continue to
            participate) in the Plan.

            Upon becoming a Participant, each associate shall be deemed
            conclusively, for all purposes, to have assented to and to be bound
            by the terms and provisions of the Plan.

      (i)   "PAYMENT DATE" means, with respect to any Participant, the first to
            occur of the following:

            (i)   the date the Participant dies, but only if he satisfied the
                  Service Requirement at the time of his death; or

            (ii)  the date the Participant terminates employment with Reynolds
                  after attaining age fifty-five (55), but only if he has
                  satisfied the Service Requirement as of his termination date
                  and, with respect to Part 2 of his Aggregate Non-qualified
                  Deferred Compensation Benefit (as defined in Section 2,
                  below), he has satisfied the requirements for Early or Normal
                  Retirement under the Qualified Pension Plan; or

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            (iii) the date, after the termination of his employment with
                  Reynolds, on which the Participant attains age fifty-five
                  (55), but only if the Participant has satisfied the Service
                  Requirement as of the date he attains age fifty-five (55) and,
                  with respect to Part 2 of his Aggregate Non-qualified Deferred
                  Compensation Benefit (as defined in Section 2, below), he has
                  satisfied the requirements for Early Retirement under the
                  Qualified Pension Plan; or

            (iv)  the date the Participant satisfies the requirements for Normal
                  Retirement (as defined in the Qualified Pension Plan), but,
                  with respect to Part 1 of his Aggregate Non-qualified Deferred
                  Compensation Benefit (as defined in Section 2), only if the
                  Participant has satisfied the Service Requirement as of that
                  date.

            The following provisions relate only to Part 1 of the Aggregate
            Non-qualified Deferred Compensation Benefit (as defined in Section
            2), and are in addition to the dates described in (i) through (iv),
            next above.

            (v)   the date the Participant dies, but only if:

                  (A)      he was employed by Reynolds on that date; or

                  (B)      he previously terminated employment with Reynolds
                           because he was Disabled, and he remained continuously
                           Disabled until his death.

            (vi)  the date the Participant terminates employment with Reynolds
                  after attaining age fifty-five (55), but only if the
                  Participant is Disabled as of his termination date.

            (vii) the date, after the termination of his employment with
                  Reynolds, on which the Participant attains age fifty-five
                  (55), but only if he was Disabled when his employment by
                  Reynolds terminated, and he remained Disabled continuously
                  until he attained age fifty-five (55).

      (j)   "PLAN YEAR" means each twelve-month period commencing on October 1
            and ending on September 30.

      (k)   "RELATED COMPANY(IES)" means any corporation which is a member of
            the same controlled group of corporations, within the meaning of
            Section 1563(a) of the Code, determined without regard to sections
            1563(a)(4) and l563(e)(3) (C) of the Code, with the Company, and
            other entity designated by the company as a Related Company.

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      (l)   "SERVICE REQUIREMENT" means at least three (3) years of employment
            as an eligible officer, and:

            (i)   with respect to Part 1 of a Participant's benefit (as defined
                  in clause 2(a)(i), below), either:

                  (A)      the completion by the Participant of at least fifteen
                           (15) years of employment by the Company or a Related
                           Company, whether or not continuous, taking into
                           account employment before and after he becomes a Plan
                           Participant, OR

                  1)       for Participants who retire from the Company or a
                           Related Company on or after attaining age sixty-five
                           (65) and prior to completing fifteen (15) years of
                           service with the Company or a Related Company,
                           service with the Company and Related Companies
                           sufficient to entitle the Participant to a Normal
                           Retirement benefit under the Qualified Pension Plan;

            (ii)  with respect to Part 2 of a Participant's benefit (as defined
                  in clause 2(a)(ii), below), either:

                  (A)      service with the Company and Related Companies
                           sufficient to entitle the Participant to an Early
                           Retirement or Normal Retirement benefit under the
                           Qualified Pension Plan, or

                  (B)      five (5) Years of Service (as defined in the
                           Qualified Pension Plan) as an officer of the Company
                           as of the date of his termination of employment.

                  A Participant shall be considered employed by Reynolds during
                  an authorized leave of absence, as described in Section 12,
                  below.

      (m)   "TERMINATION FOR CAUSE" means a termination of a Participant's
            employment whenever occasioned by (i) the willful and continued
            failure by a Participant to substantially perform duties with
            Reynolds (other than any such failure resulting from incapacity due
            to physical or mental illness) after a written demand for
            substantial performance is delivered to the Participant by the
            Board, which demand specifically identifies the manner in which the
            Board believes the Participant has not substantially performed the
            Participant's duties, or (ii) the willful engaging by a Participant
            in conduct which is demonstrably and materially injurious to
            Reynolds or its subsidiaries, monetarily or otherwise. For purposes
            of this definition, no act, or failure to act, on a Participant's
            part shall be deemed "willful" unless done, or omitted

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            to be done, by Participant not in good faith and without reasonable
            belief that Participant's act, or failure to act, was in the best
            interest of Reynolds.

      2. DEFERRED COMPENSATION PAYMENTS. Benefit payments shall begin on the
relevant Payment Date, provided that the Participant or Beneficiary, as
appropriate, has properly completed and returned to the Committee or its
delegate all required payment forms.

      (a)   AMOUNT OF PAYMENT. An amount, expressed as a annual single-life
            annuity payable at Participant's retirement from Reynolds or a
            Related Company on or after his Normal or Early Retirement Date
            (both as defined in the Qualified Pension Plan)) equal to the sum
            of:

            PART 1:     six and one half percent (6.5%) of his Final Average
                        Pay, as defined in the Qualified Pension Plan, reduced
                        by four tenths of one percent (.4%) per month for each
                        month by which the first payment precedes the date the
                        Participant attains age sixty (60), and increased by
                        four tenths of one percent (.4%) per month for each
                        month by which the first payment follows the date the
                        Participant attains age sixty (60), or

                        for a Participant described in paragraph 1(l)(i)(B),
                        above, six and one half percent (6.5%) of his Final
                        Average Pay, as defined in the Qualified Pension Plan,
                        multiplied by a fraction, the numerator of which is his
                        months of service with Company and Related Companies,
                        determined as of the date he retires from the Company or
                        a Related Company, and the denominator of which is one
                        hundred eighty (180),

                                       and

            PART 2:     the difference between Participant's actual Qualified
                        Pension Plan benefit and the Qualified Pension Plan
                        benefit Participant would have received if it had been
                        calculated without regard to Code Sections 401(a)(17)
                        and 415.

            To receive payment of Part 1 or Part 2, the Participant must satisfy
            service and other Plan requirements applicable to that part of the
            benefit. At any Payment Date, the AACCRUED SUPPLEMENTAL PENSION
            BENEFIT@ of a Participant is the portion, if any, of Part 1 and Part
            2 for which the

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            Participant has satisfied all of the conditions for payment.

      (b)   FORM OF PAYMENT.

            (i)   NORMAL FORM OF PAYMENT. Unless the Participant elects
                  otherwise under Section 2(b)(ii), or the Committee decides
                  otherwise pursuant to Section 2(b)(iv), the Participant shall
                  receive payment as follows:

                  (A)      An initial payment equal to the Lump Sum Amount (as
                           defined in 2(b)(iii), below); plus

                  (B)      A life annuity which is actuarially equivalent to the
                           difference, if any, between:

                           (1)      the present value of the Accrued
                                    Supplemental Pension Benefit; and

                           (2)      the Lump Sum Amount;

                  The present value referred to in 2(b)(i)(B)(1) shall be
                  determined based on the actuarial assumptions set forth in
                  2(b)(iii)(2), below.

            (ii)  WAIVER OF RIGHT TO LUMP SUM. The Participant may elect not to
                  receive the lump sum payment described in 2(b)(i)(A), and to
                  have his entire Accrued Supplemental Pension Benefit paid as a
                  single-life annuity. Any such election must be made at least
                  twelve (12) months prior to his Payment Date, in writing, on a
                  form acceptable to the CHRO, and, to be effective, must be
                  received timely by the office of the CHRO.

            (iii) The LUMP SUM AMOUNT shall be determined as follows:

                  (A)      First, subtract:

                           (1)      the annual single life annuity payable to
                                    the Participant from the Qualified Pension
                                    Plan (the "QUALIFIED PLAN BENEFIT");

                                      FROM

                           (2)      an amount equal to $75,000 increased for
                                    inflation by one fourth of one percent
                                    (.25%) for each month of employment after
                                    October 1, 1999.

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                  One (1) day of employment during a month is sufficient to earn
                  the inflation adjustment for that month. No adjustment for
                  inflation will be made after the month of termination,
                  however.

                  The result of subtracting the Participant's Qualified Plan
                  Benefit from the Annual Amount, as determined above, is the
                  amount of a hypothetical, annual, single-life annuity payable
                  for the life of the Participant. The amount of this
                  hypothetical annuity is referred to below as the ATARGET
                  BENEFIT@.

                  (B)      Next, convert the lesser of the Target Benefit and
                           the Accrued Supplemental Pension Benefit to a lump
                           sum, using the following actuarial assumptions:

                           (1)      Fifty-four percent (54%) of the sum of: (1)
                                    the discount rate used in preparing the
                                    Financial Accounting Standard 87 report for
                                    the Pension Plan for Reynolds' fiscal year
                                    in which the lump sum distribution is paid;
                                    and (2) two percent (2%).

                           (2)      The length of the payment is twenty and
                                    five-tenths (20.5) years increased by
                                    six-tenths (.6) of a year for each year (or
                                    portion thereof) that the Payment Date
                                    precedes age sixty-two (62) or decreased by
                                    six-tenths (.6) of a year for each year (or
                                    portion thereof) that the Payment Date
                                    follows age sixty-two (62).

                           (3)      The annual annuity amount is payable in
                                    equal monthly installments, as of the first
                                    day of each month.

                  (C)      The result of the calculations described in (B), next
                           above, is the Lump Sum Amount.

            (iv)  OTHER PAYMENT OPTIONS. Any part of the Aggregate Non-qualified
                  benefit which otherwise would be paid as a life annuity may,
                  at the option of the Committee and after appropriate
                  adjustment for actuarial equivalence, be paid in the same form
                  as elected by Participant under the Qualified Pension Plan.

            (v)   CASH-OUTS. Notwithstanding the preceding provisions of this
                  Section 2, if, as of his Payment Date, the present value of a
                  Participant's Accrued Supplemental Pension Benefit is equal to
                  or less than ten thousand dollars ($10,000), the Committee may
                  distribute it in a lump

                                                                               9

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                  sum payment. Any such distribution will fully discharge the
                  Plan's liability to the Participant and his Beneficiary.

            (vi)  ACTUARIAL EQUIVALENCE. Except as expressly provided in this
                  Plan, actuarial equivalence calculations shall be determined
                  using the actuarial assumptions and methods used in
                  calculating Qualified Pension Plan benefits, determined as of
                  the date of the calculation.

            (vii) FICA TAX ADJUSTMENTS. The law generally requires that
                  Participants pay their share of certain employment taxes on
                  Plan benefits at the time Plan benefits become definitely
                  determinable. Under certain circumstances, those taxes become
                  due before Plan benefits are payable. Any contrary Plan
                  provision notwithstanding, if any Participant fails to pay his
                  share of any such taxes when they become due, the Committee is
                  authorized to make the payment on his behalf, and to make an
                  appropriate actuarial reduction in his benefit to reflect the
                  payment of taxes on his behalf.

      (c)   DEATH BENEFITS. If a Participant dies after payments have begun
            under this Plan, and before receiving all of the payments to which
            he is entitled under this Plan, the beneficiary designated under
            Section 3 shall receive the balance of the payments, in the same
            form and at the same time as they would have been paid to
            Participant.

            If Participant dies while this Plan is in effect, and before
            payments have begun under this Plan, the beneficiary designated
            under Section 3 shall receive an amount determined as follows:

            (i)   If a Participant:

                  (A)      dies while employed by the Company,

                  (B)      has satisfied the Service Requirement on his date of
                           death, or

                  (C)      previously terminated employment with the Company
                           because he was Disabled, and he remained continuously
                           Disabled until his death,

                  then PART 1 OF THE ACCRUED SUPPLEMENTAL PENSION BENEFIT shall
                  be paid to the beneficiary or beneficiaries in accordance with
                  2(b)(i), but taking into account only Part 1 of the Accrued
                  Supplemental Pension Benefit. If there are multiple surviving
                  beneficiaries, the death benefit will be divided between or
                  among them:

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                  (D)      as specified on the beneficiary designation, or

                  (E)      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.

            (ii)  If and only if the Participant satisfied the Service
                  Requirement as of his date of death, PART 2 OF THE ACCRUED
                  SUPPLEMENTAL PENSION BENEFIT shall be paid as follows.

                  (A)      If the Participant is married at the time of his
                           death and his spouse survives him, his spouse shall
                           be entitled to a life annuity, 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, retired, and elected
                           payment of Part 2 of his Accrued Supplemental Pension
                           Benefit as an immediate joint and fifty percent (50%)
                           survivor annuity on the day before his death.

                  (B)      If the Participant is not survived by a spouse, then
                           his beneficiary or beneficiaries shall be entitled to
                           a monthly benefit, payable for a period of sixty (60)
                           months, equal to fifty percent (50%) of the monthly
                           benefit which would have been payable to the
                           Participant if he had terminated employment on his
                           date of death, survived to his Qualified Pension Plan
                           Normal Retirement Date, and elected payment of Part 2
                           of his Accrued Supplemental Pension Benefit in the
                           form of a single-life annuity, with payments
                           beginning on his Qualified Pension Plan Normal
                           Retirement Date.

                           Any such death benefit payments shall begin as of 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:

                           (1)      as specified on the Beneficiary designation,
                                    or

                           (2)      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.

      (d)   LIMITATION ON DEATH BENEFITS. Notwithstanding any contrary provision
            of the Plan, no payment shall be made under this Plan by reason of
            the death of

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            Participant as a result of suicide which occurs within two (2) years
            of the date of the associate becomes a Plan Participant. The
            provisions of the preceding sentence shall apply whether or not
            Participant is sane at the time the suicide occurs.

      (e)   DIVISION OF BENEFIT RESULTING FROM DIVORCE. A Participant may have
            his accrued benefit divided by order of a court of competent
            jurisdiction in a divorce or child support proceeding, subject to
            the following rules and limitations. The Participant is responsible
            for advising the Company and the Committee of any such order. Any
            such division shall be based on the benefit determined as of the
            date specified in the order. The amount of benefits paid to a
            Participant will be reduced to reflect any amounts payable to
            another party under such an order. Unless authorized by the
            Committee, in its sole discretion, no payment shall be made under
            any such order before the earliest date on which the Participant is
            entitled to payment of his or her accrued Plan benefit. No such
            order shall require the Plan to provide any type or form of benefit,
            or any payment or other option, not otherwise provided under the
            Plan.

      3. DESIGNATING A BENEFICIARY. Subject to the provisions of this Section,
each Participant may, from time to time, designate a beneficiary or
beneficiaries to receive any payments under this Plan which remain due and
payable at the time of his death. A Participant must designate each beneficiary
on a written beneficiary designation form, which must be received by the
Committee or the CHRO prior to his death. A Participant may change his
designated beneficiary or beneficiaries by submitting an appropriately
completed, written beneficiary designation form to the Committee or the CHRO
prior to his death.

If Participant fails properly to designate a beneficiary, any payment otherwise
due and payable under this Plan will be made to Participant's surviving spouse,
if any, and otherwise to one or more Beneficiaries (in such proportions as the
Committee decides) selected by the Committee, who shall be either:

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

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

      4. LOSS OF ELIGIBILITY/TRANSFER TO AN INELIGIBLE GROUP. Notwithstanding
any contrary Plan provision, a Participant shall cease to accrue Plan benefits
as of the first date on which the Participant:

      (a)   ceases to be a member of a "select group of management or highly
            compensated employees", as that phrase is defined for purposes of
            Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA,

                                                                              12

<PAGE>

      (b)   is demoted or reclassified, so that he remains employed by Reynolds,
            but is no longer eligible to continue to accrue Plan benefits, or

      (c)   is no longer eligible to participate as the result of an action by
            the Board.

The Accrued Supplemental Pension Benefit of any such Participant shall be
determined as of the date he ceased accruing benefits. In order to be eligible
for payments under this Plan, the Participant must satisfy all applicable
Service Requirements or qualify for the payment under Section 9.

      5. ADMINISTRATION. The authority to control and manage the operation and
administration of the benefits provided pursuant to this Plan is vested in a
Committee which has the rights, duties and obligations set forth in this Section
5.

This Plan, and any related documents, shall be retained by the CHRO on behalf of
the Committee, and made available for examination by the Committee upon
reasonable request.

      (a)   MEMBERSHIP AND MANNER OF ACTING. The Committee shall consist of
            three (3) or more persons selected by the Board of Directors of
            Reynolds or by any committee or member of the Board of Directors of
            Reynolds to whom authority to appoint the Committee has been
            delegated. 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 reasonably acting in reliance on it.

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

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

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

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<PAGE>

            (iii) to direct all payments and distributions required or permitted
                  under this Plan;

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

            (v)   except as otherwise expressly provided in this Plan, to
                  establish actuarial assumptions and procedures for determining
                  actuarial equivalence and for any other purpose required to
                  implement this Plan; and

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

      (c)   APPLICATION OF RULES. 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 this Plan which is made in good faith shall be
            binding and conclusive upon all persons or entities claiming under
            it.

      (d)   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 Reynolds, however.

      (e)   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. Reynolds, acting
            through the Board, may remove a Committee member by giving advance
            notice to him and the other Committee members. Reynolds, acting
            through the Board, may fill any vacancy in the membership of the
            Committee and shall give prompt notice thereof to the other
            Committee members.

      (f)   RELIANCE ON INFORMATION PROVIDED BY REYNOLDS. The Committee may rely
            on any oral or written statement made by an authorized
            representative of Reynolds. If the Committee so requests, the
            Reynolds shall certify any such statement.

      (g)   INDEMNIFICATION. Reynolds shall indemnify the Committee, each of its
            members and any employee or director of Reynolds to whom authority
            or responsibility have been delegated under this Section 5
            (collectively, 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

                                                                              14

<PAGE>

            pending action, suit or other proceeding relating to any act or
            failure to act in connection with the discharge of their
            responsibilities, but only if:

            (i)   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

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

      (h)   NOTICES. Any notice or document required to be filed with any person
            under this Plan will be properly filed if delivered or mailed by
            registered mail, postage prepaid, to such person, in care of
            Reynolds, at the address where it maintains its corporate
            headquarters, or at such other place as Reynolds designate from time
            to time in a written notice to Participants. Any notice required
            under the Plan may be waived by the person entitled to notice.

      6. GENERAL CLAIM PROCEDURES. If a Claimant fails to receive a payment to
which he believes he is entitled under this Plan, he may file a written claim
for the payment with the CHRO.

If the claim is wholly or partially denied, written notice of the denial will be
furnished to the Claimant within a reasonable time after the claim is filed.
Each notice denying a claim shall include the following information:

      (a)   the reason or reasons the claim was denied;

      (b)   a specific reference to the provision of the Plan upon which the
            denial is based;

      (c)   a description of any additional material or information necessary
            for the Claimant to perfect the claim; and

      (d)   an explanation of the claim appeal procedures described in Section
            7, below.

      7. APPEAL PROCEDURES. Subject to the requirements of the Section, a
Claimant may appeal the denial of a claim. Appeals must be filed in writing with
the Committee not later than sixty (60) days after the Claimant receives written
notice that the claim has been denied. As a part of the appeal process, the
Claimant may review pertinent documents, submit written comments and request
that a hearing be held to consider the appeal.

The decision to hold a hearing to consider the appeal shall be within the sole
discretion of the Committee, whether or not the Claimant requests a hearing.

                                                                              15

<PAGE>

Except as provided below, each appeal will be decided not later than sixty (60)
days after the Committee receives the written appeal. If, however, special
circumstances require an extension of time for deciding an appeal, a decision
shall be rendered within a reasonable period of time, but not later than one
hundred twenty (120) days after the Committee receives the written appeal and
any additional information submitted by the Claimant in accordance with this
Section.

Appeal decisions shall be written and shall include the specific reason(s) for
the decision and the specific reference(s) to the pertinent provisions of this
Plan on which the decision is based.

      8. SOURCE OF PAYMENTS. All payments under this Plan shall be made solely
from the general assets of Reynolds. No such assets shall be segregated or
placed in trust to secure the performance of the obligations of Reynolds under
this Plan.

Reynolds may, however, in its sole discretion, purchase one or more policies of
insurance with respect to Participant, the proceeds of which may, but need not,
be used by Reynolds to satisfy part or all of its obligations under this Plan.
Reynolds will be the owner of any such policy. Neither Participant nor any other
person or entity claiming through Participant shall have any rights with respect
to any such policy or to the proceeds of any such policy. As a condition of
receiving any benefits under this Plan, Participant, on behalf of himself and
any person or entity claiming through him, agrees to cooperate with Reynolds in
obtaining any insurance policy that Reynolds chooses to purchase with respect to
Participant by submitting to such physical examinations, completing such forms,
and making such records available as may be required from time to time.

The rights under this Plan of Participant and any person or entity claiming
through him shall be solely those of an unsecured, general creditor of Reynolds.
No insurance policy or other asset of Reynolds shall be held by Reynolds for or
on behalf of Participant, or any other person, or constitute security for the
performance of any obligations of Reynolds under this Plan.

      9. SPECIAL PAYMENT PROVISIONS RELATING TO CHANGE IN CONTROL.
Notwithstanding any other provision of this Plan to the contrary, if within
twenty-four (24) months following a Change in Control of Reynolds a
Participant's employment is terminated by Reynolds (other than a "Termination
for Cause" (as defined above)), or a Participant terminates his employment for
Good Reason, and Participant has attained at least one year of service as an
eligible officer of Reynolds (as determined by the CHRO) as of the date of such
Change in Control, the Participant shall be entitled to a lump sum payment equal
to the present value of the benefit he would have received pursuant to Section 2
of the Plan as if the requirements of the Participant's Payment Date had been
satisfied, multiplied by the lesser of one (1), or a fraction:

      (a)   the numerator of which is the sum of:

                                                                              16

<PAGE>

            (i)   the Participant's whole and fractional years of service with
                  Reynolds as of such date of termination, and

            (ii)  the number of whole and fractional years during which the
                  Participant receives severance benefits pursuant to any
                  employment or severance agreement entered into with Reynolds,
                  and

      (b)   the denominator of which is fifteen (15).

If a Participant has commenced receiving benefits under Section 2 of the Plan as
of the date of such Change in Control, the Participant shall be entitled to
receive a lump sum payment equal to the present value of the remaining payments
he would have been entitled to receive pursuant to Section 2. For purposes of
the preceding sentence, the present value of the payments made pursuant to
Section 2 shall be calculated using the interest rate applied by the Pension
Benefit Guaranty Corporation in valuing lump sum distributions that is in effect
on the date of the Participant's termination of employment or the date of the
Change in Control, whichever applies.

      10. INDEPENDENCE OF AGREEMENT. Except as otherwise expressly provided,
this Plan is independent of, and in addition to, any other employment agreement,
employee benefit plan or agreement, or other right that a Participant may have
as a result of his employment by Reynolds. This Plan is not a contract of
employment between any Participant and Reynolds. No provision of this Plan shall
be construed to limit or restrict:

      (a)   the right of Reynolds to discharge any Participant, with or without
            cause; or

      (b)   the right of any Participant to terminate his employment with
            Reynolds.

      11. ACCELERATION OF PAYMENTS. Reynolds reserves the right to accelerate
the payment of any benefits payable under this Plan without the consent of a
Participant, his estate, his designated beneficiaries, or any other person
claiming through the Participant.

      12. LEAVES OF ABSENCE. Reynolds may, in its sole discretion, permit a
Participant to take one or more leaves of absence. No such leave of absence
shall exceed one year, however. For purposes of the Plan, including the
provisions relating to the Service Requirement, a Participant will be considered
employed by Reynolds during an authorized leave of absence.

      13. LEGAL EFFECT. Neither Reynolds nor the Committee makes any
representations or warranties, express or implied, or assumes any responsibility
concerning the legal, tax, or other implications or effects of this Plan.
Reynolds may take all actions required by law with respect to any payments due
under this Plan, or any other

                                                                              17

<PAGE>

compensation or benefits due to any Participant, including withholding of tax
from such payments, compensation or benefits.

      14. FACILITY OF PAYMENT. If, for any reason, the identity or legal
capacity of any person to whom payments are to be made under this Plan is in
doubt, Reynolds may withhold payment until instructed by a final order of a
court of competent jurisdiction. If a Participant or any designated beneficiary
of a Participant is declared legally incompetent, Reynolds may make payment of
any amounts due under this Plan to the person legally charged with his or her
care. Any payment made by Reynolds in good faith shall fully discharge Reynolds
from its obligation with respect to that payment.

      15. ASSIGNMENT OF RIGHTS. Except as expressly permitted by this Plan:

(a)   neither a Participant nor anyone claiming through him may sell, assign,
      transfer or pledge the right to receive any payments to which he is or may
      become entitled under this Plan, and

(b)   benefit payments shall not be subject to the claims of creditors of any
      Participant or anyone claiming through him, or to any legal, equitable, or
      other proceeding or process for the enforcement of such claims.

      16. CORPORATE REORGANIZATION. Reynolds shall not merge or consolidate with
any other entity unless and until such other entity expressly assumes the
obligations of Reynolds under this Plan.

      17. SECTION HEADINGS. The Section headings used in this Plan are for
convenience of reference only, and shall not be considered in construing this
Plan.

      18. AMENDMENT AND TERMINATION. Notwithstanding any contrary Plan
provision:

      (a)   the Company reserves the right at any time, by action of the Board,
            to amend or terminate this Plan; provided, however, that no such
            amendment or termination shall reduce the benefit payable to any
            Participant whose employment with the Company and all related
            Companies terminated under circumstances entitling him or his
            Beneficiary to a Plan benefit prior to the amendment or termination
            date; and

      (b)   if the Plan is terminated, the Committee may elect, in its sole
            discretion, to pay any benefit then payable under the Plan in the
            form of a single lump-sum payment of actuarially equivalent value.

      19. SPECIAL PROVISIONS RELATING TO INDIVIDUAL PARTICIPANTS. Special
provisions relating to individual Participants may from time to time be added to
the

                                                                              18

<PAGE>

Plan by a schedule which shall be attached to and become a part of this Plan. To
the extent that any such schedule conflicts with any other Plan provision, the
terms of the schedule shall control.

      20. MISCONDUCT. If the Committee determines, based upon evidence
satisfactory to it, that any Participant:

      (a)   has engaged in misconduct involving dishonesty which results in
            financial loss to the Company or a Related Company or malicious
            destruction of the property of the Company or a Related Company, or

      (b)   has been convicted of a felony committed and arising out of his
            employment by the Company or a Related Company,

                                       AND

      (c)   as a result of conduct describe in (a) or (b), above, the
            Participant's employment with the Company or a Related Company has
            been terminated,

the Participant, and any person claiming through the Participant, shall forfeit
all rights to any Plan benefits. Any such determination by the Committee shall
be final and conclusive.

      21. NON-COMPETITION PROVISION. If the Committee determines that a
Participant:

      (a)   is employed by a competitor of the Company or a Related Company, or

      (b)   is engaged, directly or indirectly, in competition with or in an
            occupation detrimental to the interests of the Company or a Related
            Company,

                                       AND

      (c)   if, after due notice, the Participant continues such activity,

the Committee shall suspend payments to or on behalf of the Participant, and the
Participant, and any person claiming through the Participant, shall forfeit all
rights to any Plan benefit. Any such determination shall be based on evidence
satisfactory to the Committee and shall be final. Any written statement of an
elected officer of the Company that employment with another employer is not in
competition with the Company or a Related Company or detrimental to their
respective interests, shall be conclusive and binding, except as applied to a
claim by the officer making the statement.

                                                                              19

<PAGE>

      22. BINDING EFFECT. Except as otherwise provided in Section 15, this Plan
shall be binding upon Participant and his heirs, executors, administrators,
assigns and upon anyone claiming through him, and upon Reynolds and its
successors and assigns.

      23. GOVERNING LAW. The laws of the State of Ohio shall, to the extent not
preempted by applicable Federal law, govern the construction of this Plan.

      24. SEVERABILITY. If any provision of the Plan is held invalid or
unenforceable by a court of competent jurisdiction, the determination of
invalidity or unenforceability of that provision shall not affect any other Plan
provision, and the Plan shall be construed and enforced as if the invalid or
unenforceable provision had not been included.

      25. EFFECT ON INDIVIDUAL SALARY CONTINUATION AGREEMENTS. The Company
previously provided non-qualified deferred compensation benefits to eligible
employees pursuant to individual agreements which, collectively, comprised the
Officers Salary Continuation Plan. The benefits provided under this Plan replace
those previously provided under the Officers Salary Continuation Plan. By
accepting any payment provided pursuant to this Plan, the recipient irrevocably
waives, on his own behalf and on behalf of each of his beneficiaries, any right
to payment under any individual agreement comprising a part of the Officers
Salary Continuation Plan. Notwithstanding any contrary Plan provision, the
Company reserves the right to require that any person, as a condition to
receiving any Plan benefit, execute such documents as it reasonably shall
request waiving any rights he or she may have pursuant to any individual
agreement comprising a part of the Officers Salary Continuation Plan.

TO EVIDENCE THE TERMS OF THIS PLAN, Reynolds, by a duly authorized officer, has
executed this document on the day and year first above written.

                                               THE REYNOLDS AND REYNOLDS COMPANY

                                               By:
                                                  ------------------------------
                                                  Timothy Bailey
                                                  VP Corporate Human Resources

                                                                              20

<PAGE>

                                   SCHEDULE I
             SPECIAL PROVISIONS RELATING TO INDIVIDUAL PARTICIPANTS
                 WITH WHOM THE COMPANY HAS EMPLOYMENT AGREEMENTS

This Schedule I is a part of The Reynolds and Reynolds Company Supplemental
Retirement Plan (the "PLAN") and specifies special provisions applicable to one
or more individual Participants with whom the Company has employment agreements.
To the extent that any such employment agreement provides for Plan benefits
greater than those provided under the regular Plan provisions, the provisions of
the employment agreement shall govern the Plan benefits provided with respect to
that Participant. If the regular Plan provisions provide benefits greater than
those required under any such employment agreement, the regular Plan provisions
shall govern the benefits provided with respect to that Participant.
Notwithstanding any contrary provision of the Plan, including this Schedule,
there shall be no duplication of benefits provided with respect to a Participant
under the regular Plan provisions and the Plan benefits specified in his or her
employment agreement.

Section I - Special Provisions Which Apply To TERRY D. CARDER

      The special provisions relating to Mr. Carder are set forth in the
      EMPLOYMENT AGREEMENT made and entered into as of the 6th day of November,
      1984 by and between The Reynolds and Reynolds Company and Terry D. Carder,
      which is on file with the Secretary of the Company and which may be
      amended from time-to-time.

Section II - Special Provisions Which Apply To BUDD L. TIPPLE

      The special provisions relating to Mr. Tipple are set forth in the
      EMPLOYMENT AGREEMENT made and entered into as of the 1st day of January,
      1985 by and between The Reynolds and Reynolds Company and Budd L. Tipple,
      which is on file with the Secretary of the Company and which may be
      amended from time-to-time.

Section III - Special Provisions Which Apply To GEORGE D. MOLINSKY

      The special provisions relating to Mr. Molinsky set forth in the
      EMPLOYMENT AGREEMENT made and entered into as of the 1st day of January,
      1985 by and between The Reynolds and Reynolds Company and George D.
      Molinsky, which is on file with the Secretary of the Company and which may
      be amended from time-to-time.

Section IV - Special Provisions Which Apply To WAYNE C. JIRA

      The special provisions relating to Mr. Jira are set forth in the
      EMPLOYMENT AGREEMENT made and entered into as of the 1st day of January,
      1985 by and

                                                                              21

<PAGE>

      between The Reynolds and Reynolds Company and Wayne C. Jira, which is on
      file with the Secretary of the Company and which may be amended from
      time-to-time.

Section V - Special Provisions Which Apply To ROBERT C. NEVIN

      The special provisions relating to Mr. Nevin are set forth in the
      EMPLOYMENT AGREEMENT made and entered into as of the 1st day of October,
      1986 by and between The Reynolds and Reynolds Company and Robert C. Nevin,
      which is on file with the Secretary of the Company and which may be
      amended from time-to-time.

Section VI - Special Provisions Which Apply To DAVID R. HOLMES

      The special provisions relating to Mr. Holmes are set forth in the
      EMPLOYMENT AGREEMENT made and entered into as of the 1st day of January,
      1985 by and between The Reynolds and Reynolds Company and David R. Holmes,
      which is on file with the Secretary of the Company and which may be
      amended from time-to-time.

                                                                              22

<PAGE>

                                   SCHEDULE II
             SPECIAL PROVISIONS RELATING TO INDIVIDUAL PARTICIPANTS
            WITH WHOM THE COMPANY DOES NOT HAVE EMPLOYMENT AGREEMENTS

This Schedule II is a part of The Reynolds and Reynolds Company Supplemental
Retirement Plan (the "PLAN") and specifies special provisions that apply to one
or more individual Participants with whom the Company does not have employment
agreements.

Section I - Special Provisions Which Apply To EUGENE WEFLER

      Eugene Wefler, who retired from the Company's employ on December 1, 1986
      under circumstances not entitling him to any benefit under the Plan, shall
      receive a Pension under the Plan of Four Hundred Dollars ($400.00) per
      month payable monthly (as of the first day of each calendar month) for his
      lifetime only. Such Pension shall be subject to all generally applicable
      provisions of the Plan; provided, however, that for purposes of Section
      18, Eugene Wefler shall be treated as having terminated employment under
      circumstances entitling him to a Pension under the Plan.

Section II - Special Provisions Which Apply To LEE C. LEWIS

      Lee C. Lewis shall be entitled to receive "Social Security bridge"
      payments under the Plan of Seven Hundred Twenty-Two Dollars and Forty
      Cents ($722.40) per month, payable monthly beginning December 1, 1987 and
      ending with the final payment on November 1, 1994. Such payments shall be
      subject to all generally applicable provisions of the Plan; provided,
      however, that for purposes of Section 18, Lee C. Lewis shall be treated
      with respect to such payments as having terminated employment under
      circumstances entitling him to a Pension under the Plan.

Section III - Special Provisions Which Apply To RODNEY D. BROWN

      Rodney D. Brown shall be entitled to benefits under the Plan as set forth
      in the Settlement Agreement made and entered into as of the 9th day of
      August, 1990 by and between The Reynolds and Reynolds Company and Rodney
      D. Brown, which is on file with the Secretary of the Company and which may
      be amended from time-to-time.

                                                                              23

<PAGE>

Section IV - Special Provisions Which Apply To ROBERT COPENHEFER

      Robert Copenhefer shall be entitled to retire under the Plan as of January
      1, 1991 and receive a pension under the Plan of Two Thousand Eight Hundred
      Seventy Nine-Dollars and Ninety Cents ($2,879.90) per month payable
      monthly (as of the first day of each calendar month) for his lifetime
      only. Such pension shall be subject to all generally applicable provisions
      of the Plan, including any generally applicable right to elect an
      alternate form of payment under the Plan as then in effect; provided,
      however, that for purposes of Section 18, Robert Copenhefer shall be
      treated as having terminated employment under circumstances entitling him
      to a Pension under the Plan.

Agreement effective as of December, 1990

                                                                              24

<PAGE>

                                  SCHEDULE III
             SPECIAL PROVISIONS RELATING TO INDIVIDUAL PARTICIPANTS
                 WITH WHOM THE COMPANY HAS RETIREMENT AGREEMENTS

This Schedule III is a part of The Reynolds and Reynolds Company Supplemental
Retirement Plan (the "PLAN") and specifies special provisions that apply to one
or more individual Participants with whom the Company has retirement agreements.
The provisions of each such Participant's retirement agreement shall govern the
amount and form of benefits provided under the Plan with respect to that
Participant, and no benefits shall be payable under the regular Plan provisions
with respect to that Participant. However, be subject to all generally
applicable provisions of the Plan, except that such benefits shall not be
subject to Section 20 and Section 21, that for purposes of Section 18, each such
Participant shall be treated with respect to such benefits as having terminated
employment under circumstances entitling him to a Pension under the Plan, and
that Section 8 shall not restrict the establishment of the trust contemplated by
such retirement agreements.

Section I - Special Provisions Which Apply To LEWIS CLEMMER

      The special provisions relating to Mr. Clemmer are set forth in the
      Retirement Agreement made and entered into as of the 1st day of July, 1987
      by and between The Reynolds and Reynolds Company and Lewis Clemmer, which
      is on file with the Secretary of the Company and which may be amended from
      time-to-time.

Section II - Special Provisions Which Apply To JOE CRIST

      The special provisions relating to Mr. Crist are set forth in the
      Retirement Agreement made and entered into as of the 1st day of July, 1987
      by and between The Reynolds and Reynolds Company and Joe Crist, which is
      on file with the Secretary of the Company and which may be amended from
      time-to-time.

Section III - Special Provisions Which Apply To ROBERT E. GORDON

      The special provisions relating to Mr. Gordon are set forth in the
      Retirement Agreement made and entered into as of the 1st day of July, 1987
      by and between The Reynolds and Reynolds Company and Robert E. Gordon,
      which is on file with the Secretary of the Company and which may be
      amended from time-to-time.

Section IV - Special Provisions Which Apply To C. EUGENE HAYDEN

      The special provisions relating to Mr. Hayden are set forth in the
      Retirement Agreement made and entered into as of the 1st day of July, 1987
      by and between The Reynolds and Reynolds Company and C. Eugene Hayden,
      which is on file with the Secretary of the Company and which may be
      amended from time-to-time.

                                                                              25

<PAGE>

Section V - Special Provisions Which Apply To RALPH JOHNSON

      The special provisions relating to Mr. Johnson are set forth in the
      Retirement Agreement made and entered into as of the 1st day of July, 1987
      by and between The Reynolds and Reynolds Company and Ralph Johnson, which
      is on file with the Secretary of the Company and which may be amended from
      time-to-time.

Section VI - Special Provisions Which Apply To FRANK LABOSCO

      The special provisions relating to Mr. Labosco are set forth in the
      Retirement Agreement made and entered into as of the 1st day of July, 1987
      by and between The Reynolds and Reynolds Company and Frank Labosco, which
      is on file with the Secretary of the Company and which may be amended from
      time-to-time.

Section VII - Special Provisions Which Apply To WILLIAM R. NEWCOMB

      The special provisions relating to Mr. Newcomb are set forth in the
      Retirement Agreement made and entered into as of the 1st day of July, 1987
      by and between The Reynolds and Reynolds Company and William R. Newcomb,
      which is on file with the Secretary of the Company and which may be
      amended from time-to-time.

Section VIII - Special Provisions Which Apply To ISAAC E. PATRICK

      The special provisions relating to Mr. Patrick are set forth in the
      Retirement Agreement made and entered into as of the 1st day of July, 1987
      by and between The Reynolds and Reynolds Company and Isaac E. Patrick,
      which is on file with the Secretary of the Company and which may be
      amended from time-to-time.

                                                                              26

<PAGE>

                                  SCHEDULE IV:
                   SPECIAL PROVISIONS RELATING TO INDIVIDUALS
                 WITH WHOM THE COMPANY HAS RETIREMENT AGREEMENTS

This Schedule IV is a part of The Reynolds and Reynolds Company Supplemental
Retirement Plan (the "PLAN") and specifies special provisions applicable only to
David Holmes, Lloyd Waterhouse and Dale Medford (the "ELIGIBLE GROUP") regarding
payment of certain benefits in the form of an optional lump sum.

SECOND OPTIONAL LUMP SUM PAYMENT

By written notice received by the Chief Human Resources Officer of the
Corporation at least twelve (12) months prior to becoming eligible for payment
of Plan benefits, any member of the Eligible Group may elect to receive payment
as follows:

      (A)   An initial payment equal to the Lump Sum Amount (as defined below);
            plus

      (B)   A single-life annuity, which has a present value which is
            actuarially equivalent to the difference, if any, between:

            (i)   the present value of the Participant's Plan benefit (reduced
                  actuarially to reflect any amounts payable as a lump sum
                  pursuant to paragraph 2(B)(i)(a) of the Plan), if paid as a
                  single life annuity for the life of the Participant (the
                  "ADJUSTED PLAN BENEFIT"); and

            (ii)  the Lump Sum Amount;

            payable according to the generally applicable Plan provisions. Any
            present values shall be determined based on the actuarial
            assumptions set forth below.

      (C)   The LUMP SUM AMOUNT shall be determined as follows:

            (i)   First, determine the applicable Target Safety Net Amount from
                  the table in Schedule V. Next, increase the Target Safety Net
                  Amount for each month of employment after October 1, 2000 by
                  one-twelfth (1/12) of an inflation assumption which shall be
                  equal to the greater of:

                  (1)      three percent (3%); or

                  (2)      the inflation assumption used for purposes of
                           Financial Accounting Standard 87 to project the
                           maximum compensation and benefits

                                                                              27

<PAGE>

                           limits for that fiscal year for the Qualified Pension
                           Plan, reduced by one and one-half percent (1.5%).

                  One (1) day of employment during a month is sufficient to earn
                  the inflation adjustment for that month. No adjustment for
                  inflation will be made after the month of termination,
                  however.

                  The result is the amount of a hypothetical, annual,
                  single-life annuity payable for the life of the Participant.
                  The amount of this hypothetical annuity is referred to below
                  as the "SUPPLEMENTAL PLAN TARGET BENEFIT".

            (ii)  Next, convert the lesser of the Supplemental Plan Target
                  Benefit and the Adjusted Plan Benefit to a lump sum, using the
                  following actuarial assumptions:

                  (1)      An interest rate equal to the sum of: (a) the
                           discount rate used in preparing the Financial
                           Accounting Standard 87 report for the Qualified
                           Pension Plan for the Company's fiscal year in which
                           the lump sum distribution is paid; and (b) two
                           percent (2%).

                  (2)      The length of the payment is twenty and five-tenths
                           (20.5) years increased by six-tenths (.6) of a year
                           for each year (or portion thereof) that the payment
                           date precedes age sixty-two (62) or decreased by
                           six-tenths (.6) of a year for each year (or portion
                           thereof) that the payment date follows age sixty-two
                           (62).

                  (3)      The annual annuity amount is payable in equal monthly
                           installments, as of the first day of each month.

            (iii) The result of the calculations described in (ii), next above,
                  is the Lump Sum Amount.

                                                                              28

<PAGE>

                                   SCHEDULE V
                    GRANDFATHERED PAYMENT AMOUNTS AND OPTIONS
  FOR CERTAIN INDIVIDUALS COVERED BY INDIVIDUAL SALARY CONTINUATION AGREEMENTS
                  PRIOR TO THE OCTOBER 1, 2002 PLAN RESTATEMENT

Prior to October 1, 2002, the individuals listed below (the "PROTECTED GROUP")
participated in the Officers Salary Continuation Plan pursuant to individual
agreements which provided:

      (a)   a benefit expressed as a multiple of annual compensation, payable in
            ten annual installments (the "OLD SALARY CONTINUATION BENEFIT"), and

      (b)   a different method of determining the dollar amount used in the
            calculation described in 2(b)(iii)(A)(2) (the "TARGET SAFETY NET
            AMOUNT").

Effective October 1, 2002, the Salary Continuation Benefit was replaced by Part
1 of the benefit described in clause 2(a)(i) of the Plan (the "NEW BENEFIT"),
and a uniform dollar amount established for purposes of the calculation
described in 2(b)(iii)(A)(2) (the "NEW DOLLAR AMOUNT").

Notwithstanding any contrary Plan provision, the Protected Group shall retain
the right to elect to receive the Old Salary Continuation Benefit in lieu of the
New Benefit, and to have the Lump Sum Amount in 2(b)(iii) calculated using the
Old Salary Continuation Benefit and the Target Safety Net Amount. Any such
elections shall be made in accordance with procedures similar to those
applicable to the election described in 2(b)(ii), as established by the
Committee.

For purposes of the preceding calculations, annual compensation, the applicable
multiple and the Target Safety Net Amount shall be determined based on the
following table.

<TABLE>
<CAPTION>
                                                           Target Safety Net Amount
       Name                         Multiple               in Thousands                 Annual Salary
------------------                  ---------             -------------------------    ---------------
<S>                                 <C>                   <C>                          <C>
Almoney, Jeffery                       1.0                           75                  248,000.07

Alten, Jim                             1.0                           75                  251,200.36

Bailey, Tim                            1.5                           75                  296,000.22

Behm, Mike                             1.0                           75                  196,800.03
Berry, Michael                         1.0                           75

Bolka, Ed                              1.0                           75                  267,200.13
</TABLE>

                                                                              29

<PAGE>
<TABLE>
<S>                                 <C>                  <C>                           <C>
Boyer, Rick                         1.0                   75                           220,800.36

Brown, Mark                         1.5                  100                           305,600.26

Collins, Scott                      1.0                   75                           256,000.16

Corrao, Bill                        1.0                   75                           264,000.00

Delong, Steve                       1.0                   75                           243,200.26

Dittman, Dan                        1.5                  100                           328,000.00

Dutch, Dave                         1.0                   75                           288,000.00

Falknor, Debra                      1.0                   75                           232,000.10

Gapinski, Mike                      1.0                   75                           272,000.36

Gerhard, Stephen                    1.0                   75                           256,000.10

Grassman, Raymond                   1.0                   75                           208,000.00

Guthrie, Paul                       1.0                   75                           225,600.13

Hangen, Steve                       1.0                   75                           248,000.03

Harvey, Randy                       1.0                   75                           360,000.00

Kirwan, Jerry                       1.0                   75                           190,400.29

Medford, Dale                       2.0                  250                           520,000.00

Mulcaney, Teri                      1.0                   75                           176,000.03

Rollins, David (Mick)               1.0                   75                           220,800.32

Shave, John                         1.0                   75                           240,000.39

Suttmiller, Tom                     1.5                  100                           324,800.32

Swann, Richard                      1.0                   75                           208,000.00

Urs, Anil                           1.0                   75                           187,200.00
</TABLE>

                                                                              30

<PAGE>

<TABLE>
<S>                                 <C>                  <C>                         <C>
Ventura, Doug                       1.5                   75                           320,000.10

Von Pusch, Rick                     1.0                   75                           176,000.03

Wall, Carolyn                       1.0                   75                           184,000.13

Waterhouse, Lloyd                   2.0                  250                         1,069,668.32

Wells, Kevin                        1.0                   75                           193,600.16

West, Gillis                        1.0                   75                           232,000.22

Wrona, Rick                         1.0                   75                           248,000.00
</TABLE>

                                                                              31