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                                  EXHIBIT 10.1

                                  OFFER LETTER

[REYNOLDS & REYNOLDS. LOGO]

                                                                  March 10, 2005

Terri Mulcahey
61397 Brookway Drive
South Lyon, MI 48178

Dear Terri:

I have enjoyed the opportunity to get to know you and am pleased to offer you a
promotion to Senior Vice President, Sales and Services. You will be a member of
our executive committee, and one of the reporting officers for the company.

As you know from our discussions, the capabilities of our sales and services
groups are critical to our success as we seek competitive advantage in our
marketplace. Your leadership is a critical part of this effort. You will have
the opportunity to make a substantial and visible contribution to the success of
Reynolds and Reynolds.

The specifics of the offer are outlined as follows:

Base Pay

Your base salary will be $270,000 annually, paid bi-weekly. You will be eligible
for a salary increase effective November 1, 2005. We anticipate your start date
to be March 21, 2005.

Annual Bonus

Under this plan, as an executive of Reynolds and Reynolds, you can earn up to
90% of salary based upon the company's financial performance. The current
performance measures are return on capital and sales growth. This bonus is
payable in November based on FY'05 performance.

Personal Performance Bonus

The personal performance bonus is an annual program based upon your personal
contribution to the company's overall success. You are eligible for a bonus up
to 20% of base salary in the program. This bonus is payable in November based on
FY'05 performance.

Stock

As a sign-on bonus, we will award you 10,000 restricted shares on your start
date. The components of the restricted shares are as follows: 5,000 will have
time-based restrictions and the remaining 5,000 will have performance-based
restrictions. All restricted shares will contain a 3 year cliff vesting
provision (100% vesting after 3 years).

Stock Ownership Guidelines

The company has established stock ownership guidelines for executives. Under the
guidelines, as a reporting officer of Reynolds, you must meet the annual
ownership requirements in order to receive your full annual stock option grant.
As a reporting officer, you must own 2 x your base salary within a five year
period. Note that your unvested restricted shares count towards this
requirement.

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Relocation

Terri, this role is based in Dayton and thus we would expect you to make a full
relocation by June 30, 2005, or as otherwise agreed by the CEO. The company does
provide a very comprehensive relocation package. Specifically, the company will
provide to you 4 months of temporary housing (maximum $2,000 per month). Please
feel free to contact Human Resources for assistance in relocating to the Dayton
area.

Car Allowance

You will receive a monthly car allowance of $775.00 to support your ownership
and operation of a late model car. This is a cash payment made directly to you
in your regular paycheck and is in lieu of your current fleet vehicle.

Miscellaneous Perquisites

As an executive of Reynolds and Reynolds, you will be reimbursed up to $6,000
per year for tax preparation and financial and estate planning. Additionally,
health club fees will be reimbursed up to $1,500 per year for management
committee members. Finally, the company asks each executive to have an annual
physical examination and will pay for the exam up to $1,000.

Supplemental Retirement Plan

As an executive of Reynolds and Reynolds, you will participate in a
non-qualified supplemental benefit plan which provides supplemental retirement
income to you and your family in the event of retirement or death. This plan is
a two-part benefit. To receive payment of Part 1 or Part 2, you must satisfy all
the conditions for payment as defined in the plan document.

Part 1: Salary Continuation

The annual benefit equals 6.5% of your final average earnings (highest five
consecutive years from the last ten years) paid as a monthly annuity for life.
To be vested in this benefit, you must have 15 years of service with Reynolds
and Reynolds. The benefit is reduced by .4% per month for each month the first
payment precedes the date you attain age 60. In the case of death before
payments begin, an equivalent benefit will be paid to your beneficiary if the
above requirements have been met at the time of your death.

Part 2: Basic Supplemental

This benefit is the difference between your actual Qualified Pension Plan
benefit and the Qualified Pension Plan benefit you would have received if it had
been calculated without regard to required IRS compensation limitations. The
benefit is reduced by .4% per month for each month the first payment precedes
the date you attain age 65. If you satisfied the service requirements as of your
date of death, benefit payments will be made to your beneficiary as set forth in
the plan document.

Separation following a Change-in-Control

As a key executive of the Reynolds & Reynolds Company you will be eligible to
participate in a change in control agreement that protects you under specific
circumstances following a change in control (as defined in the agreement). A
copy of this agreement will be forwarded to you upon receipt of this signed
offer letter.

Vacation

As an executive of Reynolds and Reynolds, you are entitled to five weeks
vacation.

Company-Wide Benefits

All employees participate in a flexible benefit program (options include
medical, dental, vision, life and disability insurance, spending accounts,
etc.), a 401(k) savings plan, and a defined benefit pension plan.

We believe the total compensation package for Reynolds and Reynolds' executives,
as approved by the Board of Directors, is very competitive and attractive. In
the future, should the Board make any changes in the executives' compensation
program, you will obviously be notified.

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This offer is contingent upon satisfactorily passing a company medical exam
including a drug test, which will be arranged for you, any background
verifications which are part of our hiring process, and completion of the
Employment Eligibility Verification (I-9) process required by the Immigration
Department.

We have enclosed two copies of the offer letter and we ask that you return one
to acknowledge your acceptance.

Terri, we are looking forward to your acceptance of our offer. I am confident
this is an excellent opportunity for Reynolds and for you. You can have
significant impact at Reynolds! If you have any questions, or if we can provide
any additional information, please let me know.

Best Regards,

Fin O'Neill
President and CEO

ACCEPTANCE

____________________________    ________________________
Terri Mulcahey                       Date

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