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<SEC-DOCUMENT>0000950152-04-008935.txt : 20041213
<SEC-HEADER>0000950152-04-008935.hdr.sgml : 20041213
<ACCEPTANCE-DATETIME>20041213172032
ACCESSION NUMBER:		0000950152-04-008935
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		12
CONFORMED PERIOD OF REPORT:	20040930
FILED AS OF DATE:		20041213
DATE AS OF CHANGE:		20041213

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			REYNOLDS & REYNOLDS CO
		CENTRAL INDEX KEY:			0000083588
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373]
		IRS NUMBER:				310421120
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-10147
		FILM NUMBER:		041199570

	BUSINESS ADDRESS:	
		STREET 1:		ONE REYNOLDS WAY
		CITY:			DAYTON
		STATE:			OH
		ZIP:			45430
		BUSINESS PHONE:		9374852000

	MAIL ADDRESS:	
		STREET 1:		P.O. BOX 2608
		CITY:			DAYTON
		STATE:			OH
		ZIP:			45401
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>l10970ae10vk.txt
<DESCRIPTION>REYNOLDS & REYNOLDS 10-K
<TEXT>
<PAGE>

                                    FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934.

                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2004

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934.

       FOR THE TRANSITION PERIOD FROM _______________ TO _______________.

                           COMMISSION FILE NO. 1-10147

                        THE REYNOLDS AND REYNOLDS COMPANY
             (Exact name of registrant as specified in its charter)

                OHIO                                 31-0421120
      (State of Incorporation)            (IRS Employer Identification No.)

                                ONE REYNOLDS WAY
                               DAYTON, OHIO 45430
                    (Address of principal executive offices)
       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (937) 485-2000

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

     CLASS A COMMON SHARES (NO PAR VALUE)         NEW YORK STOCK EXCHANGE
     -----------------------------------          -----------------------
                (Title of class)               (Exchange on which registered)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      NONE
                                 --------------
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]  No [ ].

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in the definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or in any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [ ].

The aggregate market value of the Class A Common Shares held by non-affiliates
of the registrant, as of March 31, 2004, was $1,831920,125.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of December 1, 2004:

   Class A Common Shares: 63,993,592 (exclusive of 28,071,016 Treasury shares)
                        Class B Common Shares: 14,000,000
                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the 2005 Annual Meeting of Shareholders are
incorporated by reference into Part III of this report to the extent described
herein.

                                                                               1
<PAGE>

                                     PART I
                             (Dollars in thousands)

ITEM 1. DESCRIPTION OF BUSINESS

                                     GENERAL

The Reynolds and Reynolds Company (NYSE: REY) was founded in 1866 and became an
Ohio corporation in 1889. Reynolds was one of the first printing companies to
produce standardized business forms. In 1927, the company began producing
standard business forms and paper-based accounting systems for Chevrolet
retailers nationwide. This led to the establishment of an automotive division as
the company expanded its market to additional automotive retailers. In the
1960s, Reynolds began offering computer services to automotive retailers
throughout the United States and expanded its operations into Canada. Today, the
company is one of the leading providers of integrated solutions to automotive
retailers.

The company's software and services solutions include a full range of retail and
enterprise management systems. Anchored by the company's dealer management
system, ERA(R), Reynolds also offers Web and Customer Relationship Management
(CRM) solutions; support, training and professional services; documents; data
management and integration services; networking; and financial services. A new
retail management solution, the Reynolds Generation Series(R) Suite was launched
in 2002. Reynolds customers comprise most automotive retailers and a majority of
car companies doing business in North America. In October 2003, the company
expanded its international operations through the acquisition of Incadea GmbH, a
provider of automotive retailing solutions.

                                    SEGMENTS

The company is organized into four segments for financial reporting purposes:
Software Solutions, Services, Documents and Financial Services.

Software Solutions

The Software Solutions segment is the company's largest segment and provides
computer solutions including computer hardware, integrated software packages,
software enhancements and related support. The company's Software Solutions
segment also includes Incadea.

The company sells and supports three core platforms to automotive retailers:

      -     ERA DEALER MANAGEMENT SYSTEM . The ERA dealer management system is
            comprised of software applications to serve all areas of an
            automotive retailer's business. The ERA platform is used by more
            than 10,000 dealerships and 350,000 dealership personnel in the
            United States and Canada today. Since its introduction, the platform
            has evolved to meet the changing needs of the company's customers
            and advancements in technology.

      -     REYNOLDS GENERATIONS SERIES SUITE (RGS SUITE). RGS Suite is a new
            family of software solutions with applications relating to virtually
            all aspects of a dealership's operations, including client
            management, sales management, finance and insurance, service and
            parts operations, and business and employee management. It is the
            company's next generation platform with embedded CRM tools.

      -     INCADEA(R). The Incadea platform is based on a standard Enterprise
            Resource Planning (ERP) system developed by Microsoft and combines
            the proven commercial management options with special extensions
            designed for the vehicle sector. Acquired by the company in October
            2003, Incadea provides solutions to automotive retailers and car
            companies outside the United States and Canada, primarily in Western
            Europe.

                                                                               2
<PAGE>

            The Incadea platform currently supports more than 20 languages and
            is serving customers in over two dozen countries.

The company provides an extensive portfolio of high-value added applications
designed for the business office, sales, and service departments of the
automobile dealership. These solutions help automotive retailers manage their
customer relationships and improve the retailers' productivity. The primary
offerings are Contact Management, WebmakerX(R), Electronic Parts Catalog, and
Electronic Document Management.

Most of the company's software products are developed internally. The company
also purchases technology, licenses intellectual property rights, and oversees
customization of its products. The company believes it is not materially
dependent upon licenses and other agreements with third parties relating to the
development or support of its products.

The company has key relationships with IBM, Microsoft and LexisNexis, a division
of Reed Elsevier Group. Computer hardware and peripherals are essential to the
company's Software Solutions segment. The company purchases these products from
a variety of suppliers. IBM, however, supplies the hardware platform for the RGS
Suite and ERA systems. LexisNexis hosts certain applications that are provided
to Reynolds customers through remote access. If these relationships were to be
terminated or interrupted, some delay would occur in converting to new vendors.
The company historically has not experienced these difficulties, nor does it
reasonably foresee difficulty in replacing them in the future on competitive
terms and conditions.

Services

The Services segment includes the installation and maintenance of computer
hardware, software training and professional services. The company's technical
support and training resources are extensive. Reynolds University provides
online education and live training delivered on site or in classrooms. Reynolds
consultants deliver advanced process consulting tailored to the specific
business needs of the customer.

Documents

The Documents segment manufactures and distributes printed business forms
primarily to automotive retailers.

Financial Services

The Financial Services segment provides financing, principally for sales of the
company's computer solutions and services, through the company's wholly-owned
affiliates, Reyna Capital Corporation, Reyna Funding L.L.C. and a similar
operation in Canada.

See Note 12 to the Consolidated Financial Statements on page 55 for additional
information on reporting segments.

                     PATENTS, TRADEMARKS, AND RELATED RIGHTS

Except as described below, the company does not have any patents, trademarks,
licenses, franchises or concessions which are material to an understanding of
its business. The company's trademark REYNOLDS & REYNOLDS(R) is associated with
many goods and services provided by the company. In the automotive systems
market, the company has a number of direct and indirect distribution and
licensing arrangements with equipment vendors and software providers relating to
certain components of the company's products, including the principal operating
systems. These arrangements are in the aggregate, but not individually (except
for the operating systems), material to the company's business.

                                                                               3
<PAGE>

                               PRODUCT DEVELOPMENT

During fiscal year 2004, 2003 and 2002, research and development expense was
$93,000, $72,000 and $ 68,000, respectively. The company expects to incur
research and development expense of approximately $90,000 in 2005.

                                 SALES CHANNELS

The company sells its solutions through a direct field sales force and Business
Development Centers (inside sales). The company's subsidiaries license and
support the company's products in their local countries as well as within other
foreign countries where it does not operate through a direct sales subsidiary.
In some countries, the company employs independent consultants to sell its
products. The company sells or licenses its products and services under a master
contractual arrangement that allows the end-user customer to acquire multiple
products and services over an extended period of time.

                                   COMPETITION

The company is one of the leading providers of integrated software solutions and
services to automotive retailers in North America. In the Software Solutions and
Services segments, the company and its main competitor, the Dealer Services
division of Automatic Data Processing, Inc, provide a significant share of the
dealer management systems for automotive retailers in the United States and
Canada. Outside of North America, our international operations compete in a
fragmented market with many dealer management systems providers. The company's
Documents segment has a leading market share position, but experiences
competition from local printing brokers and regional printers throughout the
United States and Canada. The Financial Services segment provides financing to
the majority of the company's software solutions customers, but does compete
with local, regional and national lending institutions. The company believes it
competes by providing value-added solutions and services that satisfy customer
needs. By focusing exclusively on the automotive retailing market, the company
is able to effectively leverage its technological expertise, broad industry
knowledge, and long-term customer relationships to deliver value to its
customers.

                                     BACKLOG

The backlog represents orders for computer systems or documents which have not
yet been shipped to customers, and deferred revenues (orders which have been
shipped but not yet recognized in revenues). At October 31, 2004, the dollar
value of the backlog was $51,000 compared to $62,000 last year. The company
anticipates that substantially all of the backlog will be recognized as revenue
during fiscal year 2005.

                                    EMPLOYEES

As of September 30, 2004, the company and its subsidiaries had 4,380 employees.

                                                                               4
<PAGE>

                              AVAILABLE INFORMATION

The company's 2004 Annual Report to Shareholders, annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and other SEC
filings are available, without charge, on its Web site, www.reyrey.com, as soon
as reasonably practicable after such reports are electronically filed with the
SEC.

The company also makes available its Corporate Governance Guidelines, Business
Principles, Code of Ethics, and the Charters of its Audit, Compensation and
Nominating and Governance Committees on its Web Site.

The company will also provide a free copy of any of the referred documents upon
written request to:

Douglas M. Ventura, Secretary
The Reynolds and Reynolds Company
One Reynolds Way
Dayton, Ohio 45430

Or by calling: 1-888-4REYREY (473-9739)

ITEM 2. PROPERTIES

As of September 30, 2004, the company owned and operated a manufacturing plant
in Celina, Ohio encompassing approximately 316,000 square feet, which produces
the company's Documents segment products and services. Corporate headquarters
are located in the Dayton, Ohio area in several buildings owned or leased by the
company which contain approximately 882,000 square feet. In December, 2003, the
company began construction on phase three (133,000 square feet) at its principal
facility near Dayton, Ohio. In addition, the company leases approximately 35
offices throughout the United States and Internationally. All of the company's
business segments use these facilities.. Management believes that the company's
facilities are adequate to support the business efficiently.

See also "Property, Plant and Equipment" under Note 1 to the Consolidated
Financial Statements on page 39.

ITEM  3. LEGAL PROCEEDINGS

Relevant information appears in Note 13 to the Consolidated Financial Statements
on page 56.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable.

                                                                               5
<PAGE>

PART II

ITEM  5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

           (In thousands except per share data and holders of record)

The company's Class A Common Shares are listed on the New York Stock Exchange.
There is no principal market for the Class B Common Shares. The company also has
an authorized class of 60,000,000 preferred shares with no par value. As of the
filing of this report, the company currently has no agreements or commitments
with respect to the sale or issuance of the preferred shares except as described
in Note 8 to the Consolidated Financial Statements, page 48.

Information on market prices of the company's common stock and dividends paid on
such stock is set forth in Note 16 to the Consolidated Financial Statements on
page 58.

As of November 30, 2004, there were approximately 2.875 holders of record of
Class A Common Shares and one holder of record of Class B Common Shares.

On August 12, 2003, the company's board of directors authorized the repurchase
of 8,000 additional Class A common shares. This authorization has no fixed
expiration date and was in addition to previously approved authorizations. As of
September 30, 2004, the company could repurchase an additional 2,445 Class A
common shares under this board of directors' authorization. No other
authorizations for share repurchase were outstanding as of September 30, 2004.
During the three months ended September 30, 2004, the company repurchased 925
shares of Class A Common Shares for $21,934 as follows:

<TABLE>
<CAPTION>
                                                            Total Shares         Maximum Number
                                  Shares      Average      Purchased During    of Shares Remaining
Program                          Purchased     Price        the Period as        for Purchase as
Approval                          During        Paid      Part of a Publicly    Part of a Publicly
  Date            Month           Period     (per Share)  Announced Program     Announced Program
  ----            -----           ------     -----------  -----------------     -----------------
<S>           <C>                <C>         <C>          <C>                  <C>
8/12/03       July 2004             100        $21.92            100                  3,270
8/12/03       August 2004           475        $23.33            475                  2,795
8/12/03       September 2004        350        $24.74            350                  2,445
                                    ---                          ---
8/12/03       Total Quarter         925        $23.71            925
                                    ===                          ===
</TABLE>

                                                                               6
<PAGE>

ITEM  6. SELECTED FINANCIAL DATA

                        FIVE-YEAR SELECTED FINANCIAL DATA
                  (Dollars in thousands except per share data)

<TABLE>
<CAPTION>
For The Years Ended September 30                    2004             2003           2002 (2)           2001             2000
- --------------------------------                 ----------       ----------       ----------       ----------       ----------
<S>                                              <C>              <C>              <C>              <C>              <C>
CONSOLIDATED
Net Sales and Revenues (1)                       $  982,241       $1,008,245       $  992,383       $1,004,012       $  954,687
Income from Continuing Operations (1)            $   92,643       $  109,800       $  104,012       $   97,934       $   88,440
   Basic earnings per common share               $     1.40       $     1.61       $     1.47       $     1.34       $     1.14
   Diluted earnings per common share             $     1.37       $     1.56       $     1.42       $     1.31       $     1.11
   Net Income (1)                                $   92,643       $  109,800       $   67,449       $   99,557       $  116,596
   Basic earnings per common share               $     1.40       $     1.61       $      .95       $     1.36       $     1.50
   Diluted earnings per common share             $     1.37       $     1.56       $      .92       $     1.33       $     1.47
   Return on Equity (1)                                19.6%            23.2%            14.2%            20.4%            24.2%
   Cash Dividends Per Class A Common Share       $      .44       $      .44       $      .44       $      .44       $      .44
   Book Value Per Outstanding Common Share (1)   $     7.25       $     7.05       $     6.82       $     6.69       $     6.68
   Assets (1)
   Automotive solutions                          $  708,055       $  746,342       $  747,553       $  732,073       $  808,527
   Financial services                               352,812          395,494          407,605          422,334          421,129
                                                 ----------       ----------       ----------       ----------       ----------
   Total assets                                  $1,060,867       $1,141,836       $1,155,158       $1,154,407       $1,229,656
                                                 ==========       ==========       ==========       ==========       ==========
Long-Term Debt
   Automotive solutions                          $  103,512       $  106,912       $  107,408       $  105,805       $  111,124
   Financial services                               176,731          169,293          180,519          147,429          126,868
                                                 ----------       ----------       ----------       ----------       ----------
   Total long-term debt                          $  280,243       $  276,205       $  287,927       $  253,234       $  237,992
                                                 ==========       ==========       ==========       ==========       ==========
Number of Employees                                   4,380            4,518            4,602            4,763            4,945
AUTOMOTIVE SOLUTIONS (excluding Financial Services)
Current Ratio                                          1.98             2.01             2.02             1.80             1.90
Net Property, Plant and Equipment                $  178,447       $  184,691       $  161,073       $  159,051       $  138,108
Total Debt                                       $  103,512       $  106,912       $  113,469       $  111,866       $  116,838
Total Debt to Capitalization (1)                       18.1%            18.4%            19.3%            19.0%            19.0%
</TABLE>

      (1)   Financial information for 2003 and 2002 was restated to reflect the
            retroactive adoption of Statement of Financial Accounting Standards
            (SFAS) No. 123, "Accounting for Stock-Based Compensation." Financial
            information for 2001 and 2000 was not restated per SFAS No. 148,
            "Accounting for Stock-Based Compensation - Transition and Disclosure
            and Amendment of FASB Statement No. 123."

      (2)   Effective October 1, 2001, the company adopted the provisions of
            SFAS No. 142, "Goodwill and Other Intangible Assets," and reduced
            income by $36,563 for the cumulative effect of the accounting
            change.

                                                                               7
<PAGE>

ITEM  7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (In thousands except employee and per share data)

COMPANY OVERVIEW

INTRODUCTION

The company provides integrated computer systems products and related services,
documents and financial services primarily to automotive retailers. Computer
systems products include integrated software packages and computer hardware.
Computer services include installation and maintenance of computer hardware,
software training, ongoing support of software applications and professional
services. Typically hardware, hardware installation and software training
revenues (i.e. one-time revenues) are billed upon shipment and recognized over
the implementation period. Depending on their nature, software license fees may
be billed upon shipment or bundled with monthly software support services.
Revenues from software license fees are accounted for in accordance with
American Institute of Certified Public Accountants (AICPA) Statement of Position
(SOP) 97-2, "Software Revenue Recognition" and related pronouncements. Service
revenues are recorded ratably over the contract period or as services are
performed. Software support and hardware maintenance revenues (i.e. recurring
revenues) are invoiced monthly and recognized ratably over the term of the
contract as services are provided. Professional services may be purchased
separately or bundled with the initial sale of software. Professional services
revenues are recognized as services are provided. Documents revenues are
recorded when title passes upon shipment to customers. The company also offers
financial services through Reyna Capital Corporation, Reyna Funding L.L.C. and a
similar operation in Canada. Financial services revenues consist primarily of
interest earned on financing the company's computer systems sales and are
recognized over the lives of financing contracts, generally five years, using
the interest method. See Note 1 to the Consolidated Financial Statements for
more information of the company's revenue recognition policies.

Although the company's primary customers are automotive retailers in the United
States and Canada, the company's financial performance is not necessarily
correlated with the number of new vehicles sold by these retailers. Automotive
retailers have other profit centers such as used vehicles, service and parts
which provide a more consistent revenue stream and a greater proportion of a
typical automotive retailer's income than provided by new vehicle sales. This
allows automotive retailers to invest in products and services that improve
customer satisfaction and increase productivity.

The company earns most of its income from recurring software and hardware
maintenance revenues. About 80% of the company's revenues are recurring in
nature when documents and financial services are included. Additionally, much of
professional services revenues tend to be recurring in nature as programs are
continued each year. This provides a measure of stability and limits the effect
of economic downturns on the company's financial performance.

KEY ISSUES

On July 7, 2004, the company announced the resignation of its former Chief
Executive Officer, Chairman and President. Philip A. Odeen, who had been serving
as Lead Director, became Chairman and Acting Chief Executive Officer. A search
committee was formed, comprised of the Acting Chief Executive Officer and
certain outside directors, to permanently fill this position. This committee has
engaged an executive search firm to help identify qualified candidates for this
position. Numerous candidates have been interviewed and the company anticipates
filling this position sometime during the first calendar quarter of 2005.

The company is in the process of implementing several actions to improve its
sales and marketing execution. The company has added new sales leadership to
drive strategic initiatives, initiated a more focused and rigorous sales
management system and implemented a simpler and more effective sales
compensation plan. The company has also increased the number of sales
specialists focused on customer relationship management applications and
expanded its inside sales effort. The marketing department is gathering
competitive intelligence, obtaining customer references and testimonials, and
developing strengthened return on investment and value propositions.

As a provider of software and related services, the company must continually
develop new software offerings and upgrade existing solutions to meet customer
requirements and increase revenues. The company has invested in research and
development during recent years to develop new software solutions. As a result,
the company currently

                                                                               8
<PAGE>

has several software solutions which are relatively new and in the early stages
of their lifecycle. In August 2003, the company launched RGS Suite, the
company's next generation dealer management system. The company has
significantly slowed the rate of RGS Suite installations scheduled in 2005 to
focus on necessary software enhancements and improvements, system usability and
implementation improvements. The company has also taken a series of actions to
improve product development and ensure the readiness of software solutions. The
company has consolidated profit and loss responsibility for all software
solutions and related services under one management, devoted additional senior
management resources to focus on product development and created a Solutions
Readiness Council to improve solution readiness standards and processes.

RESULTS OF OPERATIONS

The following summaries of accounting changes, reorganization costs and special
items, business combinations and segment reporting and reclassifications have
been provided to facilitate an understanding of management's discussion and
analysis. Additional disclosures for these items have been provided in the Notes
to the Consolidated Financial Statements.

ACCOUNTING CHANGES

Effective October 1, 2003, the company elected to adopt the provisions of
Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for
Stock-Based Compensation" and began recognizing stock-based compensation expense
in the Statements of Consolidated Income. Under the fair value recognition
provisions of SFAS No. 123, stock-based compensation cost is measured at the
grant date based on the fair value of the award and is recognized as expense
over the vesting period. SFAS No. 148, "Accounting for Stock-Based Compensation
- - Transition and Disclosure" provides three alternative methods for reporting
this change in accounting principle. The company elected the retroactive
restatement method which required that all periods presented be restated to
reflect stock-based compensation cost under the fair value based accounting
method of SFAS No. 123 for all awards granted, modified or settled in fiscal
years beginning after December 15, 1994. Accordingly, prior year financial
statements have been restated to reflect the adoption of SFAS No. 123. See Note
14 to the Consolidated Financial Statements for additional disclosures about
this accounting change.

During fiscal year 2002, the company adopted the provisions of SFAS No. 142,
"Goodwill and Other Intangible Assets," and recorded a cumulative effect of
accounting change of $36,563 ($60,938 net of income tax benefits of $24,375)
effective October 1, 2001. See Note 4 to the Consolidated Financial Statements
for additional discussion of this accounting change.

REORGANIZATION COSTS AND SPECIAL ITEMS

On October 2, 2003, the company announced the consolidation of its automotive
Documents printing plant, located in Grand Prairie, Texas, into the company's
Celina, Ohio manufacturing facility. All employees located in Texas were offered
the opportunity to accept a position in the Ohio facility. Those not accepting a
position in Ohio were offered severance and outplacement services. Grand Prairie
document production operations ceased in December 2003 and 72 positions were
eliminated. The company added about 65 positions at the Celina, Ohio
manufacturing facility as production was transferred from Grand Prairie. During
2004, the company also reorganized the Documents sales force, eliminating 37
positions, and eliminated 121 additional positions in Software Solutions
development, Services and administration.

Through September 30, 2004, the company incurred expense of $7,054 before taxes
or $.06 per share after taxes for severance, outplacement, relocation and other
plant consolidation efforts and eliminated 230 positions. The company does not
anticipate incurring additional expenses related to these efforts in 2005. See
Note 2 to the Consolidated Financial Statements for additional disclosures about
these reorganization costs.

During the second quarter of fiscal year 2002, the company recorded several
items that when combined added $742 or $.01 per share to earnings. The company
settled a state income tax audit that covered fiscal years 1992 through 1998.
Based on the settlement, the company reduced interest and income tax accruals
for fiscal years 1999 through 2001. The company also filed amended returns in a
number of states to correct the apportionment and allocation of taxable income
among the states. The combination of audit settlements, accrual adjustments and
amended returns added $5,890 or $.08 per share of earnings in the second quarter
of fiscal year 2002. The income tax adjustments were recorded as follows: $2,310
in selling, general and administrative (SG&A) expenses, primarily for
professional fees associated with obtaining the income tax benefits, $1,709 for
the reversal of previously recorded

                                                                               9
<PAGE>

interest expense, $819 of interest income on tax refunds, $200 of other charges
and $5,872 of income tax benefits. During the second quarter of fiscal year
2002, the company also recorded $8,552 of expenses ($5,251 or $.07 per share
after income taxes) for the following items: employee termination benefits of
$4,492 for 114 employees, communications software distributed to customers of
$2,500 and real estate costs of $1,560. These items were recorded as follows:
$2,000 in cost of sales, $6,552 in SG&A expenses and related income tax benefits
of $3,301. During March 2002, the company also sold its shares of Kalamazoo
Computer Group plc of the United Kingdom for cash of $1,636 and recorded a gain,
after tax benefit, of $103. The company recorded a pretax loss of $12,274,
included with equity in net losses of affiliated companies on the Statement of
Consolidated Income, and income tax benefits of $12,377 related to the sale of
these shares, included in the provision for income taxes on the Statement of
Consolidated Income.

BUSINESS COMBINATIONS

In October 2003, the company purchased the outstanding shares of Incadea GmbH, a
provider of global automotive retailing software solutions. At the time of the
acquisition, privately-held Incadea, based in Raubling, Germany, had annualized
revenues of about $6,000.

In October 2003, the company purchased the net assets of Third Coast Media, a
provider of Web and customer relationship management software to automotive
retailers. At the time of the acquisition, Third Coast Media, headquartered in
Richardson, Texas, had annualized revenues of about $5,000.

In November 2002, the company purchased all outstanding shares of Networkcar,
Inc., the provider of a telematics device, which monitors a car's diagnostic
information, locates stolen cars through a satellite-based Global Positioning
System and performs remote emissions testing. Networkcar had annual revenues of
about $1,000 in 2002.

In August 2002, the company purchased BoatVentures.com Corporation, a provider
of Web based applications and education processes to boat, power sports and
recreational vehicle retailers and manufacturers. Privately-held
BoatVentures.com Corporation had revenues of about $1,000 in 2001. In September
2004, the company sold the net assets of BoatVentures.com for $2,100 and
recorded a gain of $1,300.

See Note 3 to the Consolidated Financial Statements for more information on
business combinations.

SEGMENT REPORTING AND RECLASSIFICATIONS

During the first quarter of 2004, the company changed its reporting segments to
reflect the revised organizational structure of the company and began reporting
financial information for the Software Solutions, Services, Documents and
Financial Services segments. Prior year financial statements were restated to
reflect financial statements consistent with the current year. In executing this
realignment, the company also changed its method of allocating certain revenues
and expenses. Prior year financial statements were restated, to the extent
possible, to reflect financial statements consistent with 2004. It was not
practical to restate financial statements for all changes. The estimated effect
of these non-restated items was to increase Software Solutions 2004 revenues by
$9,600 and operating income by $7,200. The offsetting unfavorable effect of
these changes was included in the Services segment.

In 2003, the company changed its allocation methodology for certain expenses,
the effect of which was to report certain expenses as costs of sales instead of
SG&A expenses. This improved allocation of expenses was made possible by a new
general ledger system. Management believes the new allocation methodology
reduced gross margin by between one and two percentage points as compared to
2002. In was not practical to restate 2002 financial statements.

In 2005, the company's segment reporting will consist of three reporting
segments; Software Solutions, Documents and Financial Services. Software
Solutions will be comprised of the former Software Solutions segment and the
former Services segment. This reporting will reflect the most recent management
reorganization which places all software solutions and related services under
common leadership. This reporting will benefit investors, providing a truer
economic picture of the company's solutions by combining the operating results
of products and related services that are sold together. For example, software
licenses and related software training will be included in a single segment. In
2004, these items were separated, with software licenses reported in the
Software Solutions

                                                                              10
<PAGE>

segment and the related software training reported in the Services segment.
Management will review the financial results of Software Solutions, Documents
and Financial Services to measure performance and allocate resources. There will
be no changes in the reporting of the Documents and Financial Services segments.
See Note 12 to the Consolidated Financial Statements for additional disclosures
regarding business segments.

CONSOLIDATED SUMMARY

<TABLE>
<CAPTION>
                                                                                   2004 vs. 2003          2003 vs. 2002
                                            2004         2003          2002           Change                  Change
                                          --------    ----------     --------    ----------------        --------------
<S>                                       <C>         <C>            <C>         <C>          <C>        <C>         <C>
Net sales and revenues                    $982,241    $1,008,245     $992,383    ($26,004)     -3%        $15,862     2%
Gross profit                              $543,754    $  559,400     $572,934    ($15,646)     -3%       ($13,534)   -2%
    % of revenues                             55.4%         55.5%        57.7%
SG&A expenses                             $399,776    $  383,762     $411,681     $16,014       4%       ($27,919)   -7%
    % of revenues                             40.7%         38.1%        41.5%
Operating income                          $143,978    $  175,638     $161,253    ($31,660)    -18%        $14,385     9%
    % of revenues                             14.7%         17.4%        16.2%
Income before cumulative effect of
    accounting change                     $ 92,643    $  109,800     $104,012    ($17,157)    -16%        $ 5,788     6%
Cumulative effect of accounting change    $      0    $        0     ($36,563)    $     0                 $36,563
Net income                                $ 92,643    $  109,800     $ 67,449    ($17,157)    -16%        $42,351    63%
Basic earnings per common share
    Income before cumulative effect of
        accounting change                 $   1.40    $     1.61     $   1.47    ($  0.21)    -13%        $  0.14    10%
    Net income                            $   1.40    $     1.61     $   0.95    ($  0.21)    -13%        $  0.66    69%
Diluted earnings per common share
    Income before cumulative effect of
        accounting change                 $   1.37    $     1.56     $   1.42    ($  0.19)    -12%        $  0.14    10%
    Net income                            $   1.37    $     1.56     $   0.92    ($  0.19)    -12%        $  0.64    70%
</TABLE>

In 2004, consolidated net sales and revenues declined 3% as growth in Software
Solutions recurring software revenues was more than offset by a decline in
Software Solutions one-time hardware and software sales and revenue declines in
Services, Documents and Financial Services. The backlog of new orders for
Software Solutions and Services computer systems products and deferred revenues
(orders shipped, but not yet recognized in revenues) was approximately $44,000
at September 30, 2004 compared to $65,000 at September 30, 2003. In 2003,
revenues increased slightly over 2002 as Software Solutions segment revenues
grew 9% while revenues declined in the other three segments.

In 2004, gross profit declined primarily because of the decline in revenues.
Growth in Software Solutions recurring software revenues was offset by higher
software amortization costs related to RGS Suite. See the Software Solutions
caption of this analysis for additional information regarding software
amortization expenses. Other costs affecting gross profit in 2004 were plant
consolidation costs, fourth quarter software costs and the impact of a fourth
quarter adjustment to record a non-income tax liability. This fourth quarter
adjustment was offset by lower income taxes. In 2003, gross profit reflected
lower Services and Documents revenues than in 2002. In 2003, gross profit also
reflected a change in the allocation of certain expenses previously reported as
SG&A expenses to cost of sales. This improved allocation of expenses was made
possible by a new general ledger system. It was not practical to restate 2002
financial results.

In 2004, SG&A expenses increased over 2003, both in dollars and as a percentage
of revenues, primarily because of higher research and development (R&D) expenses
as no software development costs were capitalized. In 2004, SG&A expenses also
included $5,422 of reorganization expenses (see Note 2 to the Consolidated
Financial Statements), $4,825 of fourth quarter employee separation costs and
$3,330 of consulting costs to reengineer the company's order-to-cash process. In
2003, SG&A expenses declined from 2002, both in total dollars and as a
percentage of revenues, primarily because of the change in cost allocation
methodology which shifted certain expenses to cost of sales. Also contributing
to lower SG&A expenses in 2003 was a decline in the number of employees. Fiscal
year 2002 SG&A expenses also included $8,862 of special items previously
discussed under the

                                                                              11
<PAGE>

Reorganization Costs and Special Items caption of this analysis. Research and
development expenses were approximately $93,000 in 2004, $72,000 in 2003 and
$68,000 in 2002. The 2004 increase in R&D expenses occurred primarily because no
software development costs were capitalized, compared to capitalization of
$16,270 in 2003 and $20,370 in 2002. See the Software Solutions caption of this
analysis for additional information regarding R&D expenses and software
capitalization.

Operating margins were 14.7% in 2004, compared to 17.4% in 2003 and 16.2% in
2002. In 2004, operating margins were negatively affected by higher R&D
expenses, many of the other costs previously discussed and the October 2003
acquisition of Incadea GmbH which had revenues of $6,036 and operating losses of
$5,996 in 2004. In 2003, operating margins were higher than in 2002, because
2002 included the effect of special items previously discussed. In 2003,
operating income included losses of $11,000 from the acquisitions of
BoatVentures.com (acquired in August 2002), Networkcar (acquired in November
2002) and Internet Lead Management (formerly Microsoft's DealerPoint, a software
license acquired in January 2003).

In 2004, other income declined from 2003, primarily because less interest
expense was capitalized in 2004. In 2003 and 2002, interest was capitalized in
connection with capitalized software development costs. In 2003, interest
expense declined from 2002, primarily because of the full year effect of an
interest rate swap entered into in February 2002. This interest rate swap
effectively converted 7% fixed rate debt into variable rate debt, which averaged
4.1% in 2004, 3.3% in 2003 and 4.3% in 2002. The 2003 benefit of this swap was
partially offset by lower capitalized interest than in 2002 because of the
completion of a building construction project. Equity in net income of
affiliated companies increased in 2004 because of higher income from the
company's investment in ChoiceParts, which was profitable in 2004 as compared to
losses in 2003 and 2002. Fiscal year 2002 also included a loss of $12,274
related to the sale of the company's shares of Kalamazoo Computer Group plc.
This loss was offset by income tax benefits of $12,377. In 2004 other charges
included a $1,612 pretax gain on the sale of the company's shares of
Carsales.com, an affiliate of Reynolds and Reynolds (Australia). Also included
in 2004, was a $1,301 pretax gain on the sale of the net assets of
Boatventures.com. In 2003, the company sold its investment in Credit Online and
recorded a pretax gain of $1,369.

The effective income tax rate was 37.3% in 2004, compared to 39.0% in 2003 and
29.6% in 2002. The effective income tax rate was impacted by a number of items
during the last three years. In 2004, the tax rate reflected a $1,859 reduction
of income taxes, primarily related to Ohio income tax legislation enacted during
the quarter ended December 31, 2003. The 2004 tax rate was also lowered in the
fourth quarter as an income tax reserve was reversed while the appropriate
pretax reserve was recorded. Additionally, an adjustment was made during the
fourth quarter to recognize the deductibility of all chief executive officer
compensation in 2004. In the third quarter of 2003, the tax rate reflected
$3,400 of higher state income tax expense ($2,210 net of federal income tax
benefits) related to Ohio tax legislation enacted in late June 2003. This tax
law resulted in increased taxable income apportioned to the state of Ohio and
did not reduce taxable income apportioned to other states. In the fourth quarter
of 2003, the tax rate included a $2,233 reduction of state income tax expense
($1,451 net of federal income tax benefits). This reduction of state income tax
expense represented the recognition of deferred state income taxes as states
clarified the deductibility of federal bonus depreciation. Fiscal year 2002
included the tax benefits described in the Reorganization and Special Items
caption of this analysis. The increase in the adjusted 2004 effective income tax
rate, compared to 2003 and 2002 adjusted effective income tax rates, resulted
primarily from the effect of international tax rates related to the October 2003
purchase of Incadea GmbH. In 2005, the effective income tax rate is expected to
increase to 42% because of the greater impact of international operations and
estimated reduced benefits from stock option exercises. The following table has
been presented to illustrate the effect of the items previously discussed on the
company's effective income tax rates for 2004, 2003 and 2002 and to reconcile
the adjusted effective income tax rates to the effective income tax rates.

                                                                              12
<PAGE>

<TABLE>
<CAPTION>
                                                                Income       Income          Effective
                                                                Before         Tax            Income
                                                                Income      Provision          Tax
                                                                 Taxes      (Benefit)          Rate
                                                               --------     --------         ------
<S>                                                            <C>          <C>              <C>
2004
Adjusted amounts                                               $149,690      $59,313           39.6%
Ohio income tax legislation                                                   (1,859)
Record non-income tax liability                                  (1,524)        (596)
Record interest on non-income tax liability                        (297)        (115)
Reverse reserve previously included in income tax
   liability                                                                  (1,110)
CEO compensation deduction adjustment                                           (407)
                                                               --------      -------
Reported amounts                                               $147,869      $55,226           37.3%
                                                               ========      =======
2003
Adjusted amounts                                               $180,028      $69,469           38.6%
Ohio income tax legislation                                                    2,210
State deferred income tax adjustment for federal
    bonus depreciation                                                        (1,451)
                                                               --------      -------
Reported amounts                                               $180,028      $70,228           39.0%
                                                               ========      =======
2002
Adjusted amounts                                               $159,931      $61,912           38.7%
 State income tax audit settlements & related accrual
    adjustments and adjustments for amended tax returns              18       (5,872)
Sale of equity interest in Kalamazoo Computer Group plc         (12,274)     (12,377)
                                                               --------      -------
Reported amounts                                               $147,675      $43,663           29.6%
                                                               ========      =======
</TABLE>

SOFTWARE SOLUTIONS

<TABLE>
<CAPTION>
                                                                                2004 vs. 2003        2003 vs. 2002
                                     2004            2003           2002            Change               Change
                                   --------        --------       --------     ---------------     ----------------
<S>                                <C>             <C>            <C>          <C>          <C>    <C>           <C>
Net sales and revenues             $539,763        $540,572       $497,874     ($   809)     0%     $42,698       9%
Gross profit                       $364,497        $361,385       $345,627      $ 3,112      1%     $15,758       5%
    % of revenues                      67.5%           66.9%          69.4%
SG&A expenses                      $237,198        $224,563       $238,236      $12,635      6%    ($13,673)     -6%
    % of revenues                      43.9%           41.6%          47.8%
Operating income                   $127,299        $136,822       $107,391     ($ 9,523)    -7%     $29,431      27%
    % of revenues                      23.6%           25.3%          21.6%
</TABLE>

During the first quarter of 2004, the company changed its reporting segments to
reflect the revised organizational structure of the company. In executing this
realignment, the company changed its method of allocating certain revenues and
expenses. It was not practical to restate financial statements for all changes.
The estimated effect of these non-restated items was to increase Software
Solutions revenues by $9,600 and operating income by $7,200 in 2004. The
offsetting unfavorable effect of these changes was included in the Services
segment. See Note 12 to the Consolidated Financial Statements for additional
disclosures about segment reporting.

The company capitalizes certain costs of developing its software products in
accordance with SFAS No. 86, "Accounting for the Costs of Computer Software to
Be Sold, Leased, or Otherwise Marketed." SFAS No. 86 specifies that costs
incurred in creating a computer software product should be charged to expense
when incurred, as research and development, until technological feasibility has
been established for the product. Once technological feasibility is established,
software development costs are capitalized until the product is available for
general release to customers. Upon general release of a software product, the
capitalized software development costs are amortized to expense over the
estimated economic life of the product. The following table summarized the
impact of software capitalization and amortization.

                                                                              13
<PAGE>

<TABLE>
<CAPTION>
                                                                          2004 vs. 2003        2003 vs. 2002
                                       2004           2003       2002         Change               Change
                                     --------       -------    -------   ---------------       -------------
<S>                                  <C>            <C>        <C>       <C>        <C>        <C>       <C>
Total R&D cash expenditures          $ 93,000       $88,270    $88,370   $ 4,730       5%      ($ 100)     0%
Less capitalized software
   development costs                        0       (16,270)   (20,370)   16,270    -100%       4,100    -20%
                                     --------       -------    -------   -------               ------
Total R&D expenses (SG&A
   expenses)                           93,000        72,000     68,000    21,000      29%       4,000      6%
Software amortization
   expenses (cost of sales)            18,823         3,455        403    15,368     445%       3,052    757%
                                     --------       -------    -------   -------               ------
Total expenses                       $111,823       $75,455    $68,403   $36,368      48%      $7,052     10%
                                     ========       =======    =======   =======               ======
</TABLE>

Total R&D expenditures increased 5% in 2004 because of the acquisition of
Incadea GmbH. However, as illustrated in the table, the overall impact of
software development was much greater. In August 2003, RGS Suite, the company's
next generation dealer management system was available for general release to
customers. At this time the company stopped capitalizing software development
costs related to RGS Suite and began amortizing these costs over seven years.
Software amortization expenses related to RGS Suite were $13,094 in 2004 and
$2,182 in 2003 and were recorded in cost of sales. As of September 30, 2004, the
unamortized balance of software development costs related to RGS Suite was
$76,378. The company believes that the capitalized costs will be recovered from
cash flow from future product revenues.

In 2004, net sales and revenues were essentially flat with 2003. Recurring
software revenues increased 9% while one-time hardware and software sales
declined 25%. Recurring revenues grew primarily because of growth in Reynolds
Web Solutions revenues (which is converting to a recurring revenue model),
higher ERA software support revenues primarily because of additional
applications supported, growth of Contact Management revenues because of greater
volume and the October 2003 acquisition of Third Coast Media. Recurring revenues
also reflected the favorable benefit of the non-restated items previously
mentioned. The company also implemented an annual price increase effective March
1, 2004 to offset inflation. One-time hardware and software sales declined from
2003 primarily as a result of fewer sales of ERA dealer management systems and
related peripherals. One-time software sales also declined as a result of the
transition of Reynolds Web Solutions to a recurring revenue model (the first
half of 2003 was still predominately a one-time sales recognition model).
One-time sales included $5,257 of revenues from Incadea GmbH, acquired in
October 2003. Gross profit increased in 2004, because of the growth in higher
margin recurring software revenues, which more than offset the decline in lower
margin one-time hardware and software sales. Gross profit benefited in 2004,
from the previously mentioned change in method of allocating certain revenues
and expenses. Cost of sales also included the previously mentioned software
amortization costs related to RGS Suite. In the fourth quarter of 2004, cost of
sales also reflected $1,855 of additional software costs to write-off other
capitalized software which will not be recovered by estimated future cash flows.
SG&A expenses increased over last year primarily because of higher research and
development expenses as the company did not capitalize any software development
costs during fiscal year 2004. SG&A expenses benefited from lower selling
expenses, primarily the result of the change in allocation methodology among
reporting segments. SG&A expenses also included $2,292 of reorganization costs
and about $2,700 of fourth quarter employee separation costs in 2004. See Note 2
to the Consolidated Financial Statements for a discussion of these
reorganization costs. Operating income and operating margin declined in 2004,
primarily because of higher R&D expenses and the effect of consolidation costs.

In 2003, net sales and revenues increased 9% over 2002. Recurring software
revenues increased 10% while one-time hardware and software sales increased 6%.
Recurring revenues grew principally because of higher ERA software support
revenues which increased primarily because of additional applications supported,
growth in Network Services revenues and the addition of Internet Lead Management
sales. Internet Lead Management resulted from a license agreement between the
company and Microsoft in January 2003. The company also implemented an annual
price increase effective March 1, 2003 to offset inflation. One-time hardware
and software sales increased from 2002 primarily because of the higher sales of
ERA dealer management systems and related peripherals. Partially offsetting this
growth was a decline in one-time Reynolds Web Solutions revenues as a result of
the transition to a recurring revenue model. Gross profit increased in 2003,
because of the growth in higher margin recurring software revenues, which more
than offset the decline in lower margin one-time hardware and

                                                                              14
<PAGE>

software sales. In 2003, cost of sales included higher costs from the 2003
revised allocation methodology which shifted certain costs from SG&A expenses to
cost of sales. The new allocation methodology reduced gross margin by about one
to two percentage points in 2003. The improved allocation of expenses was made
possible by a new general ledger system. It was not practical to restate 2002
financial results. Cost of sales also included the ramp-up costs to transition
support of Internet Lead Management to the company from Microsoft and software
amortization costs related to RGS Suite. SG&A expenses declined in 2003 because
of the 2003 change in cost allocation methodology, the reduced number of
employees and 2002's special items previously discussed. Operating income and
operating margin increased in 2003, primarily because of the increase in
revenues.

SERVICES

<TABLE>
<CAPTION>
                                                                            2004 vs. 2003            2003 vs. 2002
                                  2004         2003         2002               Change                    Change
                                --------     --------     --------       ------------------        -----------------
<S>                             <C>          <C>          <C>            <C>            <C>        <C>           <C>
Net sales and revenues          $244,410     $256,902     $269,277       ($12,492)       -5%       ($12,375)      -5%
Gross profit                    $ 65,769     $ 76,093     $ 90,934       ($10,324)      -14%       ($14,841)     -16%
    % of revenues                   26.9%        29.6%        33.8%
SG&A expenses                   $ 93,087     $ 87,783     $ 94,132        $ 5,304         6%       ($ 6,349)      -7%
    % of revenues                   38.1%        34.2%        35.0%
Operating loss                 ($ 27,318)   ($ 11,690)   ($  3,198)      ($15,628)                 ($ 8,492)
    % of revenues                  -11.2%        -4.6%        -1.2%
</TABLE>

During the first quarter of 2004, the company changed its reporting segments to
reflect the revised organizational structure of the company. In executing this
realignment, the company changed its method of allocating certain revenues and
expenses. It was not practical to restate financial statements for all changes.
The estimated effect of these non-restated items was to reduce Services revenues
by $9,600 and operating income by $7,200 in 2004. The offsetting favorable
benefit of these changes was included in the Software Solutions segment. See
Note 12 to the Consolidated Financial Statements for additional disclosures
about segment reporting.

In 2004, Services revenues declined from 2003 primarily because of the
aforementioned effect of non-restated items and lower Campaign Management
Services revenues which resulted from the loss of a customer in April 2003.
Partially offsetting this revenue decline was growth of professional services
revenues. Gross profit declined from 2003, primarily because of the decline in
revenues. Additionally, the company has incurred higher implementation costs
associated with RGS Suite. Cost of sales included a $1,524 expense to record a
non-income tax liability. This expense was offset by lower income taxes. Cost of
sales also included $805 of software license costs as sales were discontinued.
SG&A expenses included $1,535 of reorganization costs and about $1,200 of fourth
quarter employee separation costs in 2004. The remainder of the increase in SG&A
expenses over 2003 resulted primarily from a higher allocation of selling
expenses in 2004. Operating income and operating margins reflected the decline
in revenues and the aforementioned cost items.

In 2003, Services revenues declined from 2002 as growth of credit applications
revenues was more than offset by declines in Reynolds Consulting Services and
Campaign Management Services. Reynolds Consulting Services revenues reflected a
decline in the number of consulting days delivered and Campaign Management
Services lower revenues resulted from the loss of a customer in April 2003.
Gross profit and operating income declined in 2003, primarily because of the
decline in revenues which resulting in lower utilization of consultants and
lower fixed cost coverage for Campaign Management Services. In 2003, cost of
sales also included higher costs from the 2003 revised allocation methodology
which shifted certain costs from SG&A expenses to cost of sales. The new
allocation methodology reduced gross margin by between one and two percentage
points in 2003. The improved allocation of expenses was made possible by a new
general ledger system. It was not practical to restate 2002 financial results.
Also reflected in operating income were operating losses from the Networkcar,
acquired in November 2002.

                                                                              15
<PAGE>

DOCUMENTS

<TABLE>
<CAPTION>
                                                                             2004 vs. 2003            2003 vs. 2002
                                   2004         2003         2002                Change                   Change
                                 --------     --------     --------        -----------------        ------------------
<S>                              <C>          <C>          <C>             <C>           <C>        <C>            <C>
Net sales and revenues           $166,254     $174,239     $183,523        ($7,985)       -5%       ($ 9,284)       -5%
Gross profit                     $ 88,938     $ 94,233     $105,308        ($5,295)       -6%       ($11,075)      -11%
    % of revenues                    53.5%        54.1%        57.4%
SG&A expenses                    $ 62,940     $ 64,266     $ 71,172        ($1,326)       -2%       ($ 6,906)      -10%
    % of revenues                    37.9%        36.9%        38.8%
Operating income                 $ 25,998     $ 29,967     $ 34,136        ($3,969)      -13%       ($ 4,169)      -12%
    % of revenues                    15.6%        17.2%        18.6%
</TABLE>

Documents sales declined in both 2004 and 2003 because of a decrease in the
volume of business forms sold which more than offset the effect of annual price
increases to offset inflation. Sales also declined about $2,229 in 2004 because
of the company's decision to stop selling low-margin stock continuous and copy
paper products in the second half of 2004. Excluding the impact of stock
continuous and copy paper, sales declined 3% in 2004. The company expects the
sales of certain documents to continue to decline as advances in technology
continue. Gross profit declined in 2004 and 2003 because of the decline in
sales. Gross margin declined in 2004 because of $1,596 of plant consolidation
costs, partially offset by a $605 gain on the sale of the closed facility. These
plant items reflected the consolidation of the Grand Prairie, Texas printing
plant into the Celina, Ohio manufacturing facility and the subsequent sale of
the Grand Prairie plant. See Note 2 to the Consolidated Financial Statements for
a discussion of these reorganization costs. In 2003, gross margins declined
primarily because of lower sales, which reduced fixed cost coverage and
contributed to manufacturing inefficiencies. Gross margin was also negatively
impacted by the change in allocation methodology, which shifted certain expenses
from SG&A expenses to cost of sales. It was not practical to restate 2002
results. SG&A expenses declined in 2004 and 2003 as a result of lower sales and
the 2003 change in allocation methodology. SG&A expenses also included $1,625 of
costs in 2004 to close the Grand Prairie manufacturing facility and reorganize
the documents sales force. Operating income declined in 2004 and 2003 primarily
because of the lower sales. In 2004, operating margin declined primarily because
of $3,221 of plant consolidation and sales force reorganization costs. These
costs were partially offset by a $605 gain on the sale of the Grand Prairie
plant. In 2003, the decline in operating margin resulted primarily from the
sales decline.

FINANCIAL SERVICES

<TABLE>
<CAPTION>
                                                                             2004 vs. 2003            2003 vs. 2002
                                    2004         2003         2002               Change                   Change
                                  -------      -------      -------        -----------------        ------------------
<S>                               <C>          <C>          <C>            <C>           <C>        <C>            <C>
Net sales and revenues            $31,814      $36,532      $41,709        ($4,718)      -13%       ($5,177)       -12%
Gross profit                      $24,550      $27,689      $31,065        ($3,139)      -11%       ($3,376)       -11%
    % of revenues                    77.2%        75.8%        74.5%
SG&A expenses                     $ 6,551      $ 7,150      $ 8,141        ($  599)       -8%       ($  991)       -12%
    % of revenues                    20.6%        19.6%        19.5%
Operating income                  $17,999      $20,539      $22,924        ($2,540)      -12%       ($2,385)       -10%
    % of revenues                    56.6%        56.2%        55.0%
</TABLE>

Financial Services revenues declined in each of the past two years primarily
because of lower average interest rates. Average receivable balances declined as
a result of lower one-time sales in Software Solutions and Services and also
contributed to the revenue decline in 2004 and 2003. Gross profit also declined
in each of the past two years because of the declines in revenues. Interest rate
spreads were 4.4% in 2004, 5.1% in 2003 and 4.9% in 2002. In 2004, the tax
treatment for the majority of financing agreements changed from true leases to
installment sales contracts. The impact of this change was to lower deferred
income tax benefits. Assuming no change in the finance receivable balance,
additional debt would be required in the future to finance the portfolio because
of the reduced tax benefits. SG&A expenses declined each of the past two years
primarily because of lower bad debt expenses. Bad debt expenses were $3,064 in
2004, $3,765 in 2003 and $4,450 in 2002. Operating income declined each year
because of the declines in revenues. Operating margins remained fairly
consistent over the three years.

                                                                              16
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

AUTOMOTIVE SOLUTIONS CASH FLOWS (EXCLUDING FINANCIAL SERVICES)

The company's balance of cash and equivalents was $116,792 at September 30,
2004. Cash flows from operating activities were $161,782 during 2004 and
resulted primarily from net income, adjusted for non cash charges such as
depreciation and amortization. Collections of both trade accounts receivable and
other accounts receivable also contributed significantly to cash flow from
operations. The reduction in trade receivable balances resulted from the
implementation of new systems and processes. Cash flows used for investing
activities included the company's purchases of Third Coast Media and Incadea
GmbH for a combined $12,145. An additional $5,046 of Incadea debt repayments is
included in financing activities. Cash flows used for investing activities also
included capital expenditures of $33,783, partially offset by proceeds from
asset sales of $16,052. Fiscal year 2005 capital expenditures (net of proceeds
from asset sales) in the ordinary course of business are anticipated to be about
$25,000, including about $15,000 for buildings. See the Shareholders' Equity
caption of this analysis regarding the payment of dividends and share
repurchases.

FINANCIAL SERVICES CASH FLOWS

Financial Services operating cash flows, collections on finance receivables and
additional borrowings were invested in new finance receivables primarily for the
company's computer systems, used to make scheduled debt repayments and used to
make dividend payments to Automotive Solutions.

CAPITALIZATION

The company's ratio of total debt (total Automotive Solutions debt) to
capitalization (total Automotive Solutions debt plus shareholders' equity) was
18.1% at September 30, 2004 and 18.4% at September 30, 2003. During the first
quarter of 2004, the company repaid $5,046 of debt assumed in the purchase of
Incadea GmbH. Remaining credit available under a committed revolving credit
agreement was $138,000 at September 30, 2004. In addition to this committed
credit agreement, the company also has a variety of other short-term credit
lines available. Management estimates that cash balances, cash flow from
operations and cash available from existing credit agreements will be sufficient
to fund normal operations over the next year. Cash balances are placed in
short-term investments until needed.

On January 22, 2004, Reyna Funding, L.L.C., a consolidated affiliate of the
company, renewed a loan funding agreement, whereby Reyna Funding, L.L.C. may
borrow funds using finance receivables purchased from Reyna Capital Corporation,
also a consolidated affiliate of the company, as security for the loan. On May
19, 2004, the loan funding agreement was modified to increase the borrowing
limit from $100,000 to $150,000. Interest is payable on a variable rate basis.
This loan funding agreement is renewable annually through January 23, 2006. The
outstanding borrowings under this arrangement were included with Financial
Services notes payable on the Consolidated Balance Sheets. As of September 30,
2004, the balance outstanding on this facility was $100,000.

The company has consistently produced operating cash flows sufficient to fund
normal operations. These operating cash flows result from stable operating
margins and a high percentage of recurring revenues which require relatively low
capital investment. Debt instruments have been used primarily to fund business
combinations and Financial Services receivables. As of September 30, 2004, the
company could issue an additional $130,000 of notes under a shelf registration
statement on file with the Securities and Exchange Commission. Management
believes that its strong balance sheet and cash flows should help maintain an
investment grade credit rating that should provide access to capital sufficient
to meet the company's cash requirements beyond the next year. During the quarter
ended March 31, 2004, Moody's Investors Service lowered the company's senior
unsecured rating to Baa2 from Baa1. Standard and Poors maintained a rating of
BBB. The company does not expect this action to have a material effect on the
company's financial statements or its ability to access capital markets. On
April 8, 2004, the company obtained a new $200,000 revolving credit agreement
and terminated the old agreement. The new revolving credit agreement has a
five-year term. As of September 30, 2004, the balance outstanding on this
facility was $62,000.

See Note 7 to the Consolidated Financial Statements for additional disclosures
regarding the company's debt instruments.

                                                                              17
<PAGE>

SHAREHOLDERS' EQUITY

The company lists its Class A common shares on the New York Stock Exchange.
There is no principal market for the Class B common shares. The company also has
an authorized class of 60,000 preferred shares with no par value. As of
September 30, 2004, no preferred shares were outstanding and there were no
agreements or commitments with respect to the sale or issuance of these shares,
except for preferred share purchase rights described in Note 8 to the
Consolidated Financial Statements.

The company paid cash dividends of $28,961 in 2004, $30,024 in 2003 and $31,089
in 2002. Dividends per Class A common share were $.44 per share in each of 2004,
2003 and 2002. Dividends are typically declared each November, February, May and
August and paid in January, April, June and September. Dividends per Class A
common share must be twenty times the dividends per Class B common share and all
dividend payments must be simultaneous. The company has paid dividends every
year since the company's initial public offering in 1961.

The company repurchased $156,419 of Class A common shares in 2004, $127,871 in
2003 and $125,381 in 2002. Average prices paid per share were $27.35 in 2004,
$26.99 in 2003 and $26.23 in 2002. As of September 30, 2004, the company could
repurchase an additional 2,445 Class A common shares under existing board of
directors' authorizations.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

The company's Consolidated Financial Statements and Notes to Consolidated
Financial Statements are prepared in accordance with accounting principles
generally accepted in the United States of America. Preparing financial
statements and applying accounting policies requires management to make
judgments, estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses. Critical accounting policies for the company
include revenue recognition, accounting for software licensed to customers,
accounting for long-lived assets, accounting for income taxes and accounting for
retirement benefits.

REVENUE RECOGNITION

Sales of computer hardware and business forms products are recorded when title
passes upon shipment to customers. Revenues from software license fees are
accounted for in accordance with American Institute of Certified Public
Accountants (AICPA) Statement of Position (SOP) 97-2, "Software Revenue
Recognition." The company recognizes revenue when (i) persuasive evidence of an
arrangement exists; (ii) delivery has occurred or services have been rendered;
(iii) the sales price is fixed or determinable; and (iv) collectibility is
reasonably assured. Service revenues, which include computer hardware
maintenance, software support, training, consulting and Web hosting are recorded
ratably over the contract period or as services are performed. The application
of SOP 97-2 requires judgment, including whether a software arrangement includes
multiple elements (as defined in Emerging Issues Task Force (EITF) Issue No.
00-21, "Revenue Arrangements with Multiple Deliverables"), and if so, whether
vendor-specific objective evidence of fair value exists for those elements.
Software revenues which do not meet the criteria set forth in EITF Issue No.
00-3, "Application of AICPA SOP 97-2 to Arrangements That Include the Right to
Use Software Stored on Another Entity's Hardware," are recorded ratably over the
contract period as services are provided.

SOFTWARE LICENSED TO CUSTOMERS

The company capitalizes certain costs of developing its software products in
accordance with SFAS No. 86, "Accounting for the Costs of Computer Software to
Be Sold, Leased, or Otherwise Marketed." SFAS No. 86 specifies that costs
incurred in creating a computer software product should be charged to expense
when incurred, as research and development, until technological feasibility has
been established for the product. Technological feasibility is established
either by creating a detail program design or a tested working model. Judgment
is required in determining when technological feasibility of a product is
established. The company follows a standard process for developing software
products. This process has five phases: selection, definition, development,
delivery and general customer acceptability (GCA). When using proven technology,
management believes that technological feasibility is established upon the
completion of the definition phase (detail program design). When using newer
technology, management believes that technological feasibility is established
upon completion of the delivery phase (tested working model). Once technological
feasibility is established, software development costs are capitalized until the
product is available for general release to customers (GCA). Software
development costs consist primarily of payroll and benefits for both employees
and outside contractors. Upon general release of a software product,
amortization is determined based on the larger of the amounts computed using (a)
the ratio that current gross

                                                                              18
<PAGE>

revenues for each product bears to the total of current and anticipated future
gross revenues for that product, or (b) the straight-line method over the
remaining estimated economic life of the product, ranging from three to seven
years.

LONG-LIVED ASSETS

The company has completed numerous business combinations over the years. These
business combinations result in the acquisition of intangible assets and the
recognition of goodwill on the company's Consolidated Balance Sheet. The company
accounts for these assets under the provisions of SFAS No. 141, "Business
Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No.
142 requires that goodwill not be amortized, but instead tested for impairment
at least annually. The Statement also requires recognized intangible assets with
finite useful lives to be amortized over their useful lives. Long-lived assets,
goodwill and intangible assets are reviewed for impairment annually or whenever
events or circumstances indicate that the carrying amount of an asset may not be
recoverable from future cash flows. Future cash flows are forecasted based on
management's estimates of future events and could be materially different from
actual cash flows. If the carrying value of an asset is considered impaired, an
impairment charge is recorded for the amount by which the carrying value of the
asset exceeds its fair value.

INCOME TAXES

The company accounts for income taxes under the provisions of SFAS No. 109,
"Accounting for Income Taxes." The objectives of accounting for income taxes are
to recognize the amount of taxes payable or refundable for the current year and
deferred tax liabilities and assets for the future tax consequences of events
that have been recognized in the company's financial statements or tax returns.
Judgment is required in assessing the future tax consequences of events that
have been recognized in the company's financial statements or tax returns.
Fluctuations in the actual outcome of these future tax consequences could
materially impact the company's financial position or its results of operations.

POSTRETIREMENT BENEFITS

The company sponsors defined benefit pension plans for most employees. The
company also sponsors a defined benefit medical plan and a defined benefit life
insurance plan for certain employees. The company's postretirement plans are
described in the company's annual report on Form 10-K for the fiscal year ended
September 30, 2004. The company accounts for its postretirement benefit plans
according to SFAS No. 87, "Employers' Accounting for Pensions" and SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions." These
statements require the use of actuarial models that allocate the cost of an
employee's benefits to individual periods of service. The accounting under SFAS
No. 87 and SFAS No. 106 therefore requires the company to recognize costs before
the payment of benefits. Certain assumptions must be made concerning future
events that will determine the amount and timing of the benefit payments. Such
assumptions include the discount rate, the expected long-term rate of return on
plan assets, the rate of future compensation increases and the healthcare cost
trend rate. In addition, the actuarial calculation includes subjective factors
such as withdrawal and mortality rates to estimate the projected benefit
obligation. The actuarial assumptions used may differ materially from actual
results due to changing market and economic conditions, higher or lower
withdrawal rates or longer or shorter life spans of participants. These
differences may result in a significant impact on the amount of postretirement
benefit expense recorded in future periods. The company annually evaluates the
assumptions used to determine postretirement benefit expense for its qualified
and non-qualified defined benefit plans. The company adjusted assumptions used
to measure the amount of postretirement benefit expense, increasing the discount
rate from 6.0% in fiscal year 2004 to 6.25% in fiscal year 2005. The expected
long-term rate of return on plan assets was estimated at 8.25% for both 2004 and
2005. The company is not required to make minimum contributions to its
postretirement plans in 2005, although the company may elect to make
contributions. See Note 10 to the Consolidated Financial Statements for more
detail disclosures regarding postretirement benefits, including relevant
assumptions used to determine expense and future obligations. The company's net
periodic pension expense was $26,161 in 2004, $21,405 in 2003 and $21,104 in
2002. The company's net periodic postretirement medical and life insurance
expense was $4,750 in 2004, $5,118 in 2003 and $4,679 in 2002. As of the June
30, 2004 measurement date, a one percentage point increase in the assumed
healthcare cost trend rate would increase net periodic postretirement medical
and life insurance expense by $2,322 and a one percentage point decrease in the
assumed healthcare cost trend rate would decrease net periodic postretirement
medical and life insurance expense by $2,032.

                                                                              19
<PAGE>

PRINCIPAL CONTRACTUAL OBLIGATIONS

<TABLE>
<CAPTION>
                                                       Less Than                               More Than
                                            Total        1 Year     1-3 Years    4-5 Years      5 Years
                                           --------    ---------    ---------    ---------     --------
<S>                                        <C>         <C>          <C>          <C>           <C>
Long-term debt
    Automotive Solutions                   $100,000                  $100,000
    Financial Services                      192,131     $ 77,400       63,509      $51,222
Interest payments
    Automotive Solutions                      9,065        4,110        4,955
    Financial Services                       13,466        5,824        5,873        1,769
Operating leases                             31,029        7,420        9,268        5,443       $8,898
Computer services agreement                  96,025       19,205       38,410       38,410            0
                                           --------     --------     --------      -------       ------
Total contractual obligations              $441,716     $113,959     $222,015      $96,844       $8,898
                                           ========     ========     ========      =======       ======
</TABLE>

Interest payments were estimated using interest rates in effect as of September
30, 2004. The net effect of interest rate swaps outstanding as of September 30,
2004, was considered in determining estimated interest payments.

MARKET RISKS

INTEREST RATES

The Automotive Solutions portion of the business borrows money, as needed,
primarily to fund business combinations. Generally the company borrows under
fixed rate agreements with terms of ten years or less. During fiscal year 2002,
the company entered into $100,000 of interest rate swaps to reduce the effective
interest expense on outstanding long-term debt. In this transaction the company
effectively converted 7% fixed rate debt into variable rate debt, which averaged
3.6% in 2004. These interest rate swap agreements were designated as fair value
hedges. The company does not use financial instruments for trading purposes.

The Financial Services segment of the business, including Reyna Funding L.L.C.,
a consolidated affiliate of the company, obtains borrowings to fund the
investment in finance receivables. These fixed rate receivables generally have
repayment terms of five years. The company funds finance receivables with debt
that has repayment terms consistent with the maturities of the finance
receivables. Generally the company attempts to lock in the interest spread on
the fixed rate finance receivables by borrowing under fixed rate agreements or
using interest rate management agreements to manage variable interest rate
exposure. The company does not use financial instruments for trading purposes.
During 2004, Reyna Funding, L.L.C. entered into $36,609 of interest rate swaps
to replace maturing interest rate swaps.

As of September 30, 2004, a one percentage point increase in interest rates
would increase consolidated interest expense by $1,620 while a one percentage
point decline in interest rates would reduce consolidated interest expense by
$1,620. See Note 7 to the Consolidated Financial Statements for additional
disclosures regarding the company's debt instruments and interest rate
management agreements.

FOREIGN CURRENCY EXCHANGE RATES

The company has foreign-based operations, primarily in Canada, which accounted
for 8% of net sales and revenues in 2004. In the conduct of its foreign
operations, the company has intercompany sales, expenses and loans between the
U.S. and its foreign operations and may receive dividends denominated in
different currencies. These transactions expose the company to changes in
foreign currency exchange rates. At September 30, 2004, the company had no
foreign currency exchange contracts outstanding. Based on the company's overall
foreign currency exchange rate exposure at September 30, 2004, management
believes that a 10% change in currency rates would not have a material effect on
the company's financial statements.

CONTINGENCIES

See Note 13 to the Consolidated Financial Statements for a discussion of the
company's contingencies.

ACCOUNTING STANDARDS

See Note 15 to the Consolidated Financial Statements for a discussion of the
effect of accounting standards that the company has not yet adopted.

                                                                              20
<PAGE>

FACTORS THAT MAY AFFECT FUTURE RESULTS

Certain statements in this Management's Discussion and Analysis of the Financial
Condition and Results of Operations constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. The
forward-looking statements are based on current expectations, estimates,
forecasts and projections of future company or industry performance based on
management's judgment, beliefs, current trends and market conditions.
Forward-looking statements made by the company may be identified by the use of
words such as "expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates" and similar expressions. Forward-looking statements are not
guarantees of future performance and involve certain risks, uncertainties and
assumptions which are difficult to predict. Actual outcomes and results may
differ materially from what is expressed, forecasted or implied in any
forward-looking statement. The company undertakes no obligation to update any
forward-looking statements, whether as a result of new information, future
events or otherwise. See also the discussion of factors that may affect future
results contained in the company's Current Report on Form 8-K filed with the SEC
on November 3, 2004, which is incorporated herein by reference.

ITEM  7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See "Market Risks" section in Management Discussion and Analysis (Part II, Item
7 of this report on page 20).

ITEM  8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial information required by Item 8 is contained in Item 15 of Part IV
(page 25) of this report.

ITEM  9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

Not Applicable.

ITEM  9A. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, Reynolds management,
including the Acting Chief Executive Officer and Chief Financial Officer, have
conducted an evaluation of the effectiveness of disclosure controls and
procedures pursuant to Exchange Act Rule 13a-15. Based on that evaluation, the
Acting Chief Executive Officer and Chief Financial Officer concluded that the
disclosure controls and procedures are effective in ensuring that all material
information required to be filed in this annual report has been made known to
them in a timely fashion. There have been no significant changes in internal
controls, or in factors that could significantly affect internal controls,
subsequent to the date the Acting Chief Executive Officer and Chief Financial
Officer completed their evaluation.

                                                                              21
<PAGE>

PART III

ITEM  10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The name, age, background information and business experience for each of the
company's directors and nominees are incorporated herein by reference to the
section of the company's Proxy Statement for its 2005 Annual Meeting of
Shareholders captioned "PROPOSAL I - ELECTION OF DIRECTORS."

                       EXECUTIVE OFFICERS OF THE COMPANY

The executive officers of the company are elected by the Board of Directors at
its meeting immediately following the Annual Meeting of Shareholders to serve
generally for a term of one year. The executive officers of the company, as of
December 1, 2004, are:

<TABLE>
<CAPTION>
NAME                                          AGE          POSITION
- -------                                       ---          --------
<S>                                           <C>          <C>
Philip A. Odeen                               69           Chairman of the Board and Acting Chief Executive Officer

Dale L. Medford                               54           Executive Vice President, Chief Financial
                                                           Officer, Chief Administrative Officer and Director

Douglas M. Ventura                            44           Executive Vice President  Operations, General Counsel
                                                           and Secretary

Michael J. Gapinski                           54           Treasurer and Assistant Secretary

Michael J. Berry                              41           Senior Vice President, Solutions Management
</TABLE>

A description of prior positions held by executive officers of the company
within the past 5 years is as follows:

Mr. Odeen has been Chairman of the Board and Acting Chief Executive Officer
since July 2004; prior thereto, Chairman of TRW Inc. from 2001 until he retired
in December 2002; prior thereto, Executive Vice President, TRW Inc., a
technology manufacturing and services company, from 1998 to 2001.

Mr. Medford has been Executive Vice President, Chief Financial Officer and Chief
Administrative Officer since July 2004; prior thereto, Executive Vice President
and Chief Financial Officer from January 2001 to July 2004; prior thereto, Vice
President, Finance, and Chief Financial Officer.

Mr. Ventura has been Executive Vice President Operations, General Counsel and
Secretary since July 2004; prior thereto, Vice President Corporate and Business
Development, General Counsel and Secretary from October 2003 to July 2004; prior
thereto Vice President Business Development, General Counsel and Secretary from
June 2002 to October 2003; prior thereto Vice President Alliances and
Acquisitions, General Counsel and Secretary from January 2002 to June 2002;
prior thereto, General Counsel and Secretary from September 2000 to January
2002; prior thereto was Associate General Counsel and Assistant Secretary from
September 1996 to September 2000.

Mr. Gapinski has been Treasurer and Assistant Secretary with the company for
more than five years.

Mr. Berry has been Senior Vice President, Solutions Management since August
2004; prior thereto, Senior Vice President Reynolds' Services Group since
November 2003; prior thereto, held the position of Executive Vice President,
Customer Support and General Manager, Retail Services of Comdata Corporation
since June 2001; prior thereto, served in several different roles from December
1993 to June 2001 including Vice President and General Manager, Retail Payments
Products and Vice President, Planning and Acquisitions, for Travelers Express
Co., Inc.

                                                                              22
<PAGE>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Compliance with the filings required under Section 16(a) of the Securities
Exchange Act of 1934 is herein incorporated by reference to the section of the
company's Proxy Statement for its 2005 Annual Meeting of Shareholders captioned
"SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE."

The company has adopted a Code of Ethics for Principal Executives and Senior
Financial Officers that applies to its Chief Executive Officer, Chief Financial
Officer and its Controller. The Company has posted this Code of Ethics to its
Web site, www.reyrey.com, and will provide a copy to any person without charge
upon request in the manner set forth under Available Information on page 5 of
this annual report.

ITEM  11. EXECUTIVE COMPENSATION

Information on compensation of the company's executive officers and directors is
incorporated herein by reference to the section of the company's Proxy Statement
for its 2005 Annual Meeting of Shareholders captioned "EXECUTIVE COMPENSATION."

ITEM  12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The number of Class A and Class B Common Shares of the company beneficially
owned by each five percent shareholder and by all executive officers and
directors as a group as of December 1, 2004 is incorporated herein by reference
to the section of the company's Proxy Statement for its 2005 Annual Meeting of
Shareholders captioned "STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT."

The following table sets forth certain information as of September 30, 2004,
regarding compensation plans under which the company's equity securities have
been authorized for issuance.

                      EQUITY COMPENSATION PLAN INFORMATION
                      (In thousands except per share data)

<TABLE>
<CAPTION>
                                Number of securities      Weighted-average          Number of securities remaining
                                to be issued upon         exercise price of         available for future issuance
                                exercise of outstanding   outstanding options,      under equity compensation
                                options, warrants and     warrants and rights       plans (excluding securities
Plan Category                   rights (a)                (b)                       reflected in column (a)).
- ---------------------------     -----------------------   --------------------      ------------------------------
<S>                             <C>                       <C>                       <C>
Equity
compensation plans approved
by shareholders                          6,113                   $22.02                        4,006(1)

Equity
compensation plans not
approved by shareholders                 3,399                   $21.13                             (2)
                                         -----                                                 -----
TOTAL                                    9,512                   $21.35                        4,006
                                         =====                                                 =====
</TABLE>

(1)   The total number of Class A Common Shares ("Shares") authorized for
      issuance under the company's 2004 Executive Stock Incentive Plan and the
      2004 REYShare Plus Plan (which were approved by the company's
      shareholders) is 3,300 and 1,100 Shares, respectively. See Note 9 to the
      Consolidated Financial Statements on page 50 for additional information
      regarding the company's equity compensation plans.

(2)   Effective with the shareholder approval of the 2004 REYShare Plus Plan, no
      additional shares will be awarded from non-shareholder approved plans.

                                                                              23
<PAGE>

Following are the features of the equity compensation plans not approved by
shareholders.

2001 SHARES PLAN

On August 7, 2001, the company's Board of Directors approved the 2001 Shares
Plan. The plan was not approved by our shareholders. The purpose of the plan is
to provide employees with an additional incentive to contribute to the company's
success and to assist it in attracting and retaining the best personnel. The
plan provides for the granting of non-qualified stock options to full-time
employees and part-time, benefits-eligible employees who are not eligible to
participate in any other stock option plans. The directors and key employees of
the company participate in the Stock Option Plan - 1995, which was approved by
our shareholders, and, therefore, they do not participate in this plan.

Pursuant to the 2001 Shares Plan, each year the Board of Directors determines
the number of shares which may be issued upon the exercise of options to be
granted on October 1 (or such other date determined by the Board) for the fiscal
year under consideration. The 2001 Shares Committee, which consists of persons
appointed by the Board who are not eligible to participate in the plan, has the
authority to select the employees to receive stock options under the plan,
determine the number of shares to be subject to the options granted, and
determine the terms and conditions of the options granted including, without
limitation, the option price. Each option is evidenced by an option certificate
which sets forth the terms and conditions of the particular option as determined
by the Committee. Unless the Committee determines otherwise, the exercise price
per share subject to the option is the fair market value of our common stock on
the date of grant, and the option is exercisable on and after the third
anniversary of the date of grant provided that the employee has been
continuously employed by us since the date of grant. Certain exceptions may be
made by the Committee in the event the employee dies, retires or is terminated
for reasons other than for cause. No option may have a term of more than ten
years. The Committee has determined that for options granted on or after October
1, 2002, such options will be exercisable on and after the second anniversary
(rather than the third anniversary) of the date of grant and that the term of
such options will be seven years (rather than ten years). The plan expires on
September 30, 2006 but may be earlier terminated or modified by the Committee or
the Board of Directors, but no termination or modification of the plan or any
option granted may adversely affect any stock option previously granted under
the plan without the consent of the plan participant.

Effective with the approval of the 2004 REYShare Plus Plan at the 2004 Annual
Meeting of Shareholders, no further grants will be made under the 2001 Shares
Plan.

1996 SHARES PLAN

On August 6, 1996, the Board of Directors adopted the 1996 Shares Plan. This
plan was not approved by the company's shareholders. The terms of the plan are
substantially similar to the terms of the 2001 Shares Plan described above. The
plan expired on September 30, 2001 and was succeeded by the 2001 Shares Plan.
Accordingly, no new stock options may be granted under the plan. The options
granted under the plan had a term of ten years. Therefore, options issued under
the plan remain outstanding.

ITEM  13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information concerning transactions with management, certain business
relationships and indebtedness of management is incorporated herein by reference
to the section of the company's Proxy Statement for its 2005 Annual Meeting of
Shareholders captioned "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS."

ITEM  14. PRINCIPAL ACCOUNTANT FEES AND SERVICE

Information as to the company's principal accountant's fees and services is
herein incorporated by reference to the section of the company's Proxy Statement
for its 2005 Annual Meeting of Shareholders captioned "REPORT OF THE AUDIT
COMMITTEE."

                                                                              24
<PAGE>

                                     PART IV
                             (Dollars in thousands)

ITEM  15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)(1) FINANCIAL STATEMENTS

      The following Consolidated Financial Statements of the company are set
      forth on pages 34-58.

         Statements of Consolidated Income - For The Years Ended
             September 30, 2004, 2003 and 2002

         Consolidated Balance Sheets - September 30, 2004 and 2003

         Statements of Consolidated Shareholders' Equity and Comprehensive
             Income - For The Years Ended September 30, 2004, 2003 and 2002

         Statements of Condensed Consolidated Cash Flows - For the Years Ended

             September 30, 2004, 2003 and 2002

         Notes to Consolidated Financial Statements (Including Supplementary
             Data)

(a)(2) FINANCIAL STATEMENT SCHEDULES FOR EACH OF THE THREE YEARS IN THE
       PERIOD ENDED SEPTEMBER 30, 2004 ARE ATTACHED HERETO:

           Schedule II       Valuation Accounts             Page 59

All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and, therefore, have been omitted.

(a)(3) EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.        Item
- -----------        ----
<S>                <C>
(3)(a)             Amended Articles of Incorporation, Restatement effective February 9, 1995; incorporated
                   by reference to Exhibit A of the company's definitive proxy statement dated January 5,
                   1995 filed with the Securities and Exchange Commission.

(3)(b)             Amendment to Amended and Restated Articles of Incorporation, effective April 25, 1997;
                   incorporated by reference to Exhibit 2 of the company's Form 8A/A dated October 20,
                   1998 filed with the Securities and Exchange Commission.

(3)(c)             Amendment to Amended and Restated Articles of Incorporation, effective April 18, 2001;
                   incorporated by reference to Exhibit (3)(c) to Form 10-K for the fiscal year ended
                   September 30, 2001.

(3)(d)             Amended and Restated Consolidated Code of Regulations; incorporated by reference to
                   Exhibit A to the company's definitive proxy statement dated January 8, 2001 filed with
                   the Securities and Exchange Commission.

(4)(a)             Copies of the agreements relating to long-term debt, which are not required as exhibits
                   to this Form 10-K, will be provided to the Securities and Exchange Commission upon
                   request.

(4)(b)             Amended and Restated Rights Agreement between The Reynolds and Reynolds Company and
                   Mellon Investor Services, L.L.C. as Rights Agent dated as of December 1, 2001;
                   incorporated by reference to Exhibit (4)(b) to Form 10-K for the fiscal year ended
                   September 30, 2001.
</TABLE>

                                                                              25
<PAGE>

<TABLE>
<CAPTION>
Exhibit No.        Item
- -----------        ----
<S>                <C>
(4)(c)             Appointment of Wells Fargo Bank, N.A. dated October 26, 2004 as successor Rights Agent
                   to the Amended and Restated Rights Agreement dated December 1, 2001.

(9)                Not applicable.

(10)(a)*           Amended and Restated Employment Agreement with Lloyd G. Waterhouse, as of September 2,
                   2003; incorporated by reference to Exhibit (10)(a) to Form 10-K for the fiscal year
                   ended September 30, 2003.

(10)(b)*           Agreement with Lloyd G. Waterhouse, Former Chief Executive Officer, Chairman and
                   President, dated July 29, 2004; incorporated by reference to Exhibit 10.1 to the
                   company's Form 10-Q dated August 13, 2004 filed with Securities and Exchange Commission.

(10)(c)*           Employment Agreement with Dale L. Medford dated as of May 7, 2001; incorporated by
                   reference to Exhibit (10)(d) to Form 10-K for the fiscal year ended September 30, 2001.

(10)(d)*           Employment Agreement with Douglas M. Ventura dated as of December 1, 2001; incorporated
                   by reference to Exhibit (10)(f) to Form 10-K for the fiscal year ended September 30,
                   2001.

(10)(e)*           Amended and Restated Change in Control Agreement dated as of November 11, 2003 between
                   the company and Douglas M. Ventura; incorporated by reference to Exhibit 10(iii)(a) to
                   the company's Form 10-Q dated February 13, 2004 filed with the Securities and Exchange
                   Commission.

(10)(f)*           Amended and Restated Change in Control Agreement dated as of November 11, 2003 between
                   the company and Dale L. Medford; incorporated by reference to Exhibit 10(iii)(b) to the
                   company's Form 10-Q dated February 13, 2004 filed with the Securities and Exchange
                   Commission.

(10)(g)*           Form of Retention Agreement, effective August 16, 2004, between the company and each of
                   Messrs. Medford, Ventura, Berry and eleven other officers.

(10)(h)*           Form of Change in Control Agreement, effective October 1, 2004, between the company and
                   each of Messrs. Medford, Ventura, Gapinski, Berry, and four other officers;
                   incorporated by reference to Exhibit 10.1 to the company's Form 8-K dated October 6,
                   2004 filed with the Securities and Exchange Commission.

(10)(i)*           General form of Indemnification Agreement between the company and each of its directors
                   dated as of August, 6, 2002; incorporated by reference to Exhibit (10)(j) to form 10-K
                   for the fiscal year ended September 30, 2002.

(10)(j)*           Amended and Restated Stock Option Plan -- 1989, effective November 13, 2001;
                   incorporated by reference to Exhibit (10)(k) to Form 10-K for the fiscal year ended
                   September 30, 2001.

(10)(k)*           Restated Stock Option Plan - 1995, effective November 13, 2001; incorporated by
                   reference to Exhibit (10)(k) to Form 10-K for the fiscal year ended September 30, 2001.

(10)(l)*           1996 Shares Plan, adopted August 6, 1996; incorporated by reference to Exhibit 4(e) to
                   Form S-8 filed on August 13, 1999.

(10)(m)*           Amended and Restated 2004 Executive Stock Incentive Plan effective November 8, 2004.

(10)(n)            Forms of Stock Incentive Agreements to be issued by the company to executive officers
                   and other participants under the Amended and Restated 2004 Executive Stock Incentive
                   Plan effective November 8, 2004 and its predecessor effective February 12, 2004.

(10)(o)*           2001 Shares Plan, adopted August 7, 2001; incorporated by reference to Exhibit 4(g) to
                   Form S-8 filed on October 1, 2001.

(10)(p)*           Description of The Reynolds and Reynolds Company Annual Incentive Compensation Plan
                   adopted as of October 1, 1986; incorporated by reference to Exhibit (10)(t) to Form
                   10-K for the fiscal year ended September 30, 1987.

(10)(q)*           Description of The Reynolds and Reynolds Company Amended and Restated Annual Incentive
                   Compensation Plan effective October 1, 1995; incorporated by reference to (10)(ff) to
                   Form 10-K for the fiscal year ended September 30, 1995.
</TABLE>

                                                                              26
<PAGE>

<TABLE>
<CAPTION>
Exhibit No.        Item
- -----------        ----
<S>                <C>
(10)(r)*           The Reynolds and Reynolds Company Retirement Plan Revised and Restated effective
                   October 1, 1997; incorporated by reference to (10)(bb) to Form 10-K for the fiscal year
                   ended September 30, 2003 .

(10)(s)*           The Reynolds and Reynolds Company Supplemental Retirement Plan Restatement dated
                   October 1, 2002.

(10)(t)*           General Form of Deferred Compensation Agreement between the company and each of the
                   following officers: R. H. Grant, III, and Dale L. Medford; incorporated by reference to
                   Exhibit (10)(p) to Form 10-K for the fiscal year ended September 30, 1983.

(10)(u)*           Resolution of the Board of Directors and General Form of Amendment dated December 1,
                   1989 to the Deferred Compensation Agreements between the company and Dale L. Medford;
                   incorporated by reference to Exhibit (10)(fff) to Form 10-K for the fiscal year ended
                   September 30, 1989.

(10)(v)*           General Form of Collateral Assignment Split-Dollar Insurance Agreement and Policy and
                   Non-Qualified Compensation and Disability Benefit Agreement between the company and
                   each of the following officers: Michael J. Gapinski and Dale L. Medford; incorporated
                   by reference to Exhibit (10)(dd) to Form 10-K for the fiscal year ended September 30,
                   1985.

(10)(w)*           Resolution of the Board of Directors and General Form of Amendment dated December 1,
                   1989 to the Non-Qualified Compensation and Disability Benefit between the company and
                   each of the following officers: Michael J. Gapinski and Dale L. Medford; incorporated
                   by reference to Exhibit (10)(hhh) to Form 10-K for the fiscal year ended September 30,
                   1989.

(10)(x)*           Amendment No. 3 to Loan Funding Agreement dated May 19, 2004 among Reyna Funding,
                   L.L.C., Jupiter Securitization Corporation and Bank One, N.A.; incorporated by
                   reference to Exhibit 10.2 to the company's Form 10-Q dated August 13, 2004 filed with
                   the Securities and Exchange Commission.

(10)(y)*           Credit Agreement dated April 4, 2004 among the company, Reyna Capital Corporation,
                   Credit Lyonnais New York Branch and JPMorgan Chase Bank; incorporated by reference to
                   Exhibit 10.3 to the company's Form 10-Q dated August 13, 2004 filed with the Securities
                   and Exchange Commission.

(10)(z)            Agreement dated March 11, 1963, between the company and Richard H. Grant, Jr.,
                   restricting transfer of Class B Common Stock of the company; incorporated by reference
                    to Exhibit 9 to Registration Statement No. 2-40237 on Form S-7.

(10)(aa)           Amendment dated February 14, 1984 to Richard H. Grant, Jr.'s Agreement restricting
                   transfer of Class B Common Stock of the company dated March 11, 1963; incorporated by
                   reference to Exhibit (10)(u) to Form 10-K for the fiscal year ended September 30, 1984.

(11)               Not applicable

(12)               Not applicable

(13)               Not applicable

(18)               Not applicable

(21)               List of subsidiaries

(22)               Not applicable

(23)               Consent of Independent Registered Public Accounting Firm

(24)               Not Applicable
</TABLE>

                                                                              27
<PAGE>

<TABLE>
<CAPTION>
Exhibit No.        Item
- -----------        ----
<S>                <C>
(31.1)             Certification of Chief Executive Officer.

(31.2)             Certification of Chief Financial Officer.

(32.1)             Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
                   the Sarbanes-Oxley Act of 2002.

(32.2)             Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
                   the Sarbanes-Oxley Act of 2002.
</TABLE>

            *     Contracts or compensatory plans or arrangements required to be
                  filed as an exhibit to this form pursuant to Item 15(a)(3) of
                  this report.

(b)   REPORTS ON FORM 8-K.

During the fourth quarter ended September 30, 2004, and first quarter to date,
the following reports were filed:

On July 7, 2004, the company filed a report on Form 8-K that included the
company's July 7, 2004 press release announcing changes to its executive
management.

On July 21, 2004, the company filed a report on Form 8-K that included the
company's July 7, 2004 press release announcing financial results for the
quarter ended June 30, 2004.

On October 6, 2004, the company filed a report on Form 8-K disclosing that
effective October 1, 2004, the Company entered into a Change in Control
Agreement (the 'Agreement') with each of its executive officers (except for
Mr.Philip A. Odeen, Chairman and Acting CEO) and certain other officers of the
Company in substantially the form of Exhibit 10.1 to the form.

On November 3, 2004, the company filed a report on Form 8-K to update previously
filed cautionary statements identifying important factors that could cause the
company's actual results to differ materially from those projected in
forward-looking statements that may be or have been made by or on behalf of the
company from time to time in the company's SEC filings, press releases, and
other oral or written announcements.

On November 3, 2004, the company filed a report on Form 8-K that included the
company's November 3, 2004 press release announcing financial results for the
quarter and year ended September 30, 2004.

On November 30, 2004, the company filed a report on Form 8-K disclosing the
forms of incentive stock agreements awards granted to certain executives and
members of the board of directors pursuant to the 2004 Executive Stock Incentive
Plan.

(c)   EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K.

Please refer to Part IV, Item 15(a)(3) beginning on page 25.

(d)   CONSOLIDATED FINANCIAL STATEMENTS

Individual financial statements and schedules of the company's consolidated
subsidiaries are omitted from this Annual Report on Form 10-K because
Consolidated Financial Statements and schedules are submitted and because the
registrant is primarily an operating company and all subsidiaries included in
the Consolidated Financial Statements are wholly owned.

                                                                              28
<PAGE>

                                   SIGNATURES

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

                                       THE REYNOLDS AND REYNOLDS COMPANY

                                         By /s/ DOUGLAS M. VENTURA
                                            --------------------------------
                                            DOUGLAS M. VENTURA
                                            Executive Vice President Operations,
                                            General Counsel and Secretary

Date: December 13, 2004

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT
HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND
IN THE CAPACITIES AND ON THE DATES INDICATED.

Date: December 13, 2004

                                         By /s/ PHILIP A. ODEEN
                                            --------------------------------
                                            PHILIP A. ODEEN
                                            Chairman and Acting Chief Executive
                                            Officer
                                            (Principal Executive Officer)

Date: December 13, 2004

                                         By /s/ DALE L. MEDFORD
                                            --------------------------------
                                            DALE L. MEDFORD
                                            Executive Vice President, Chief
                                            Financial Officer (Principal
                                            Financial and Accounting
                                            Officer), Chief Administrative
                                            Officer and Director

Date: December 13, 2004

                                         By /s/ STEPHANIE W. BERGERON
                                            --------------------------------
                                            STEPHANIE W. BERGERON, Director

Date: December 13, 2004

                                         By /s/ DR. DAVID E. FRY
                                            -----------------------------------
                                            DR. DAVID E. FRY, Director

Date: December 13, 2004

                                         By /s/ RICHARD H. GRANT, III
                                            -----------------------------------
                                            RICHARD H. GRANT, III, Director

Date: December 13, 2004

                                         By /s/ IRA D. HALL
                                            -----------------------------------
                                            IRA D. HALL, Director

                                                                              29
<PAGE>

Date: December 13, 2004

                                         By /s/ CLEVE L. KILLINGSWORTH, JR.
                                            -----------------------------------
                                            CLEVE L. KILLINGSWORTH, JR.
                                            Director
Date: December 13, 2004

                                         By /s/ EUSTACE W. MITA
                                            -----------------------------------
                                            EUSTACE W. MITA, Director

Date: December 13, 2004

                                         By /s/ DONALD K. PETERSON
                                            -----------------------------------
                                            DONALD K. PETERSON, Director

Date: December 13, 2004

                                         By /s/ RENATO ZAMBONINI
                                            -----------------------------------
                                            RENATO ZAMBONINI, Director

                                                                              30
<PAGE>

                           ANNUAL REPORT ON FORM 10-K
                      ITEM 15(a)(1) and (2); 15(c) and (d)
                  Financial Statements, Schedules and Exhibits
                          Year Ended September 30, 2004
                        The Reynolds and Reynolds Company
                                  Dayton, Ohio

                                                                              31
<PAGE>

                 MANAGEMENT'S STATEMENT OF RESPONSIBILITY

To Our Shareholders:

The management of The Reynolds and Reynolds Company is responsible for
accurately and objectively preparing the company's Consolidated Financial
Statements. These statements are prepared in accordance with accounting
principles generally accepted in the United States of America and include
amounts based on management's best estimates and judgments. Management believes
that the financial information in this annual report is free from material
misstatement.

The company's management maintains an environment of multilevel controls. The
Company Business Principles, for example, is signed by all employees upon hiring
and annually thereafter and communicates high standards of integrity that are
expected in the company's day-to-day business activities. The Company Business
Principles addresses a broad range of issues including potential conflicts of
interest, business relationships, accurate and timely reporting of financial
information, and confidentiality of proprietary information, insider trading and
social responsibility.

The company also maintains and monitors a system of internal controls designed
to provide reasonable assurances regarding the safeguarding of company assets
and the integrity and reliability of financial records. These internal controls
include the appropriate segregation of duties and the application of formal
policies and procedures. Furthermore, an internal audit department, which has
access to all financial and other corporate records, regularly performs tests to
evaluate the system of internal controls to ensure the system is adequate and
operating effectively. At the date of these financial statements, management
believes the company has an effective internal control system. The company has
formed a Disclosure Committee comprised of senior officers of the company for
the purpose of assuring adequacy and timeliness of public disclosure of material
information.

The company's independent registered public accounting firm, Deloitte & Touche
LLP, perform an independent audit of the company's Consolidated Financial
Statements. They have access to minutes of board meetings, all financial
information and other corporate records. Their audit is conducted in accordance
with standards of the Public Company Accounting Oversight Board (United States)
and includes consideration of the system of internal controls. Their report is
included in this annual report.

Another level of control resides with the audit committee of the company's board
of directors. The committee, comprised of four directors who are not members of
management, oversees the company's financial reporting process. They recommend
to the board, subject to shareholder approval, the selection of the company's
independent registered public accounting firm. They discuss the overall audit
scope and the specific audit plans with the independent registered public
accounting firm and the internal auditors. This committee also meets regularly
(separately and jointly) with the independent registered public accounting firm,
the internal auditors and management to discuss the results of those audits, the
evaluation of internal controls, the quality of financial reporting and specific
accounting and reporting issues.

/s/ PHILIP A. ODEEN                             /s/ DALE L. MEDFORD
- -------------------                             -------------------
Acting Chief Executive Officer and Chairman     Executive Vice President,
                                                Chief Financial Officer and
                                                Chief Administrative Officer

                                                                              32
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Shareholders of The Reynolds and Reynolds Company:

We have audited the accompanying consolidated balance sheets of The Reynolds and
Reynolds Company and its subsidiaries as of September 30, 2004 and 2003, and the
related statements of consolidated income, shareholders' equity and
comprehensive income, and cash flows for each of the three years in the period
ended September 30, 2004. Our audits also included the financial statement
schedule included as Item 15(a)(2). These financial statements and financial
statement schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of The Reynolds and Reynolds Company
and its subsidiaries at September 30, 2004 and 2003, and the results of their
operations and their cash flows for each of the three years in the period ended
September 30, 2004, in conformity with accounting principles generally accepted
in the United States of America. Also, in our opinion, such financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.

As discussed in Note 4 to the financial statements in 2002, the Company changed
its method of accounting for goodwill and other intangible assets to conform to
Statement of Financial Accounting Standards No. 142.

As discussed in Note 9 to the financial statements in 2004, the Company elected
to change its method of accounting for stock based compensation to conform to
Statement of Financial Accounting Standards No. 123.

DELOITTE & TOUCHE LLP
Dayton, Ohio
December 8, 2004

                                                                              33
<PAGE>

                        STATEMENTS OF CONSOLIDATED INCOME
                      (In thousands except per share data)

<TABLE>
<CAPTION>
For The Years Ended September 30                                        2004              2003              2002
- --------------------------------                                      --------        -----------         --------
<S>                                                                   <C>             <C>                 <C>
Net Sales and Revenues
   Software                                                           $539,763        $   540,572         $497,874
   Services                                                            244,410            256,902          269,277
   Documents                                                           166,254            174,239          183,523
   Financial services                                                   31,814             36,532           41,709
                                                                      --------        -----------         --------
   Total net sales and revenues                                        982,241          1,008,245          992,383
                                                                      --------        -----------         --------
Cost of sales
   Software                                                            175,266            179,187          152,247
   Services                                                            178,641            180,809          178,343
   Documents                                                            77,316             80,006           78,215
   Financial services                                                    7,264              8,843           10,644
                                                                      --------        -----------         --------
   Total cost of sales                                                 438,487            448,845          419,449
                                                                      --------        -----------         --------
Gross profit                                                           543,754            559,400          572,934
Selling, general and administrative expenses                           399,776            383,762          411,681
                                                                      --------        -----------         --------
Operating Income                                                       143,978            175,638          161,253
                                                                      --------        -----------         --------
Other Charges (Income)
   Interest expense                                                      4,935              3,842            4,126
   Interest income                                                      (2,005)            (2,705)          (3,848)
   Equity in net (income) losses of affiliated companies                (3,148)            (2,306)          13,201
   Other - net                                                          (3,673)            (3,221)              99
                                                                      --------        -----------         --------
   Total other charges (income)                                         (3,891)            (4,390)          13,578
                                                                      --------        -----------         --------
Income Before Income Taxes                                             147,869            180,028          147,675
Income Taxes                                                            55,226             70,228           43,663
                                                                      --------        -----------         --------
Income Before Cumulative Effect of Accounting Change                    92,643            109,800          104,012
Cumulative Effect of Accounting Change                                                                     (36,563)
                                                                      --------        -----------         --------
Net Income                                                            $ 92,643        $   109,800         $ 67,449
                                                                      ========        ===========         ========
Basic Earnings Per Common Share
   Income before cumulative effect of accounting change               $   1.40        $      1.61         $   1.47
   Cumulative effect of accounting change                                                                ($    .52)
   Net income                                                         $   1.40        $      1.61         $    .95
   Average number of common shares outstanding                          66,040             68,407           70,692

Diluted Earnings Per Common Share
   Income before cumulative effect of accounting change               $   1.37        $      1.56         $   1.42
   Cumulative effect of accounting change                                                                ($    .50)
   Net income                                                         $   1.37        $      1.56         $    .92
   Average number of common shares and equivalents outstanding          67,815             70,583           73,112
</TABLE>

See Notes to Consolidated Financial Statements.

                                                                              34
<PAGE>

                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>
September 30                                                 2004            2003
- ------------                                              -----------     ----------
<S>                                                       <C>             <C>
AUTOMOTIVE SOLUTIONS ASSETS
Current Assets
  Cash and equivalents                                    $   116,792     $  105,829
                                                          -----------     ----------
  Trade accounts receivable (less allowance for
    doubtful accounts: 2004--$6,404; 2003--$5,253)            102,293        118,694
                                                          -----------     ----------
  Other accounts receivables                                    3,637         21,063
                                                          -----------     ----------
  Inventories
    Finished products                                          12,420         11,921
    Work in process                                               314            295
    Raw materials and supplies                                    109            216
                                                          -----------     ----------
    Total inventories                                          12,843         12,432
                                                          -----------     ----------
  Deferred income taxes                                        14,650         11,910
                                                          -----------     ----------
  Prepaid expenses and other assets                            25,039         19,763
                                                          -----------     ----------
  Total current assets                                        275,254        289,691
                                                          -----------     ----------
Property, Plant and Equipment
  Land and improvements                                         9,527         11,447
  Buildings and improvements                                   89,397        119,168
  Computer equipment                                          125,230        123,383
  Machinery and equipment                                      41,714         41,435
  Furniture and other                                          40,541         44,124
  Construction in progress                                      7,994          1,808
                                                          -----------     ----------
  Total property, plant and equipment                         314,403        341,365
  Less accumulated depreciation                               135,956        156,674
                                                          -----------     ----------
  Net property, plant and equipment                           178,447        184,691
                                                          -----------     ----------
Intangible Assets
  Goodwill                                                     48,366         41,728
  Software licensed to customers                               83,757         94,472
  Acquired intangible assets                                   35,315         37,731
  Other                                                         7,490          8,531
                                                          -----------     ----------
  Total intangible assets                                     174,928        182,462
                                                          -----------     ----------
Other Assets                                                   79,426         89,498
                                                          -----------     ----------
Total Automotive Solutions Assets                             708,055        746,342
                                                          -----------     ----------

FINANCIAL SERVICES ASSETS
Cash                                                              901            722
Net Finance Receivables                                       351,649        394,292
Other Assets                                                      262            480
                                                          -----------     ----------
Total Financial Services Assets                               352,812        395,494
                                                          -----------     ----------
TOTAL ASSETS                                              $ 1,060,867     $1,141,836
                                                          ===========     ==========
</TABLE>

                                                                              35
<PAGE>

                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>
September 30                                                 2004            2003
- ------------                                              -----------     ----------
<S>                                                       <C>             <C>
AUTOMOTIVE SOLUTIONS LIABILITIES
Current Liabilities
  Current portion of long-term debt
  Accounts payable
    Trade                                                 $    35,191     $   38,212
    Other                                                       6,122          7,705
  Accrued liabilities
    Compensation and related items                             28,230         32,195
    Income taxes                                               14,838         10,926
    Other                                                      27,093         21,041
  Deferred revenues                                            27,871         33,704
                                                          -----------     ----------
  Total current liabilities                                   139,345        143,783
                                                          -----------     ----------
Long-Term Debt                                                103,512        106,912
                                                          -----------     ----------
Other Liabilities
  Pensions                                                     32,232         71,709
  Postretirement medical                                       43,614         44,095
  Other                                                         6,137          2,648
                                                          -----------     ----------
  Total other liabilities                                      81,983        118,452
                                                          -----------     ----------
Total Automotive Solutions Liabilities                        324,840        369,147
                                                          -----------     ----------
FINANCIAL SERVICES LIABILITIES
Notes Payable                                                 192,131        198,768
Deferred Income Taxes                                          68,530         90,503
Other Liabilities                                               5,549          8,507
                                                          -----------     ----------
Total Financial Services Liabilities                          266,210        297,778
                                                          -----------     ----------
SHAREHOLDERS' EQUITY
Capital Stock
  Preferred
  Class A common - shares issued and
    outstanding: 64,126 in 2004, 66,658 in 2003               345,914        299,310
  Class B common - convertible to Class A
    common; shares issued and outstanding:
    14,000 in 2004, 15,000 in 2003                                438            469
Accumulated Other Comprehensive Losses                        (13,739)       (32,446)
Retained Earnings                                             137,204        207,578
                                                          -----------     ----------
Total Shareholders' Equity                                    469,817        474,911
                                                          -----------     ----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                $ 1,060,867     $1,141,836
                                                          ===========     ==========
</TABLE>

See Notes to Consolidated Financial Statements.

                                                                              35
<PAGE>

   STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME
                     (In thousands except per share data)

<TABLE>
<CAPTION>
For The Years Ended September 30                                      2004            2003            2002
- --------------------------------                                    ---------       ---------       --------
<S>                                                                 <C>             <C>             <C>
Capital Stock
   Class A common
     Balance, beginning of year                                     $ 299,310       $ 246,052       $ 167,356
     Transition effect from expensing stock-based compensation                                         17,033
     Capital stock issued                                              53,589          49,692          50,368
     Converted from Class B common                                         31              31             125
     Capital stock repurchased                                        (22,363)        (14,971)        (11,374)
     Capital stock retired                                               (664)           (291)           (951)
     Stock-based compensation                                          11,584          14,833          18,011
     Tax benefits from stock-based compensation                         4,427           3,964           5,484
                                                                    ---------       ---------       ---------
     Balance, end of year                                             345,914         299,310         246,052
                                                                    ---------       ---------       ---------
   Class B common
     Balance, beginning of year                                           469             500             625
     Converted to Class A common                                          (31)            (31)           (125)
                                                                    ---------       ---------       ---------
     Balance, end of year                                                 438             469             500
                                                                    ---------       ---------       ---------
Accumulated Other Comprehensive Income (Losses)
   Balance, beginning of year                                         (32,446)        (14,234)         (9,547)
   Foreign currency translation                                         1,599           3,757            (186)
   Minimum pension liability,                                          15,751         (23,002)         (3,679)
   Net unrealized income (losses) on derivative contracts               1,357           1,033            (822)
                                                                    ---------       ---------       ---------
   Balance, end of year                                               (13,739)        (32,446)        (14,234)
                                                                    ---------       ---------       ---------
Retained Earnings
   Balance, beginning of year                                         207,578         240,702         318,349
   Net income                                                          92,643         109,800          67,449
   Cash dividends
     Class A common (2004--$.44 PER SHARE;
       2003--$.44 per share; 2002--$.44 per share)                    (28,647)        (29,672)        (30,715)
     Class B common (2004--$.022 PER SHARE;
       2003--$.022 per share; 2002--$.022 per share)                     (314)           (352)           (374)
   Capital stock repurchased                                         (134,056)       (112,900)       (114,007)
                                                                    ---------       ---------       ---------
   Balance, end of year                                               137,204         207,578         240,702
                                                                    ---------       ---------       ---------
Total Shareholders' Equity                                          $ 469,817       $ 474,911       $ 473,020
                                                                    =========       =========       =========
Comprehensive Income (Losses)
   Net income                                                       $  92,643       $ 109,800       $  67,449
   Foreign currency translation                                         1,599           3,757            (186)
   Minimum pension liability, net of income tax provision
     (benefit) of $10,580 in 2004, ($15,072) in 2003
     and ($2,349) in 2002                                              15,751         (23,002)         (3,679)
   Net unrealized income (losses) on derivative contracts,
     net of income tax provision (benefit)
     of $915 in 2004, $581 in 2003 and
     ($490) in 2002                                                     1,357           1,033            (822)
                                                                    ---------       ---------       ---------
   Total comprehensive income                                       $ 111,350       $  91,588       $  62,762
                                                                    =========       =========       =========
</TABLE>

See Notes to Consolidated Financial Statements.

                                                                              36
<PAGE>

                 STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS
                                 (In thousands)

<TABLE>
<CAPTION>
For The Years Ended September 30                                2004            2003            2002
- --------------------------------                             ---------       ---------       ---------
<S>                                                          <C>             <C>             <C>
AUTOMOTIVE SOLUTIONS
Cash Flows Provided by Operating Activities                  $ 161,782       $ 131,972       $ 158,809
                                                             ---------       ---------       ---------
Cash Flows Provided by (Used for) Investing Activities
   Business combinations                                       (12,145)        (11,714)         (5,971)
   Capital expenditures                                        (33,783)        (57,810)        (37,067)
   Net proceeds from sales of assets                            16,052           9,570           9,674
   Capitalization of software licensed to customers                            (16,270)        (20,370)
   Repayments from financial services                           15,188           5,584          53,817
                                                             ---------       ---------       ---------
   Net cash provided by (used for) investing activities        (14,688)        (70,640)             83
                                                             ---------       ---------       ---------
Cash Flows Provided by (Used for) Financing Activities
   Principal payments on debt                                   (5,275)         (6,061)         (6,869)
   Cash dividends paid                                         (28,961)        (30,024)        (31,089)
   Capital stock issued                                         52,925          49,401          49,417
   Capital stock repurchased                                  (156,419)       (127,871)       (125,381)
                                                             ---------       ---------       ---------
   Net cash used for financing activities                     (137,730)       (114,555)       (113,922)
                                                             ---------       ---------       ---------
Effect of Exchange Rate Changes on Cash                          1,599           3,757            (186)
                                                             ---------       ---------       ---------
Increase (Decrease) in Cash and Equivalents                     10,963         (49,466)         44,784
Cash and Equivalents, Beginning of Year                        105,829         155,295         110,511
                                                             ---------       ---------       ---------
Cash and Equivalents, End of Year                            $ 116,792       $ 105,829       $ 155,295
                                                             =========       =========       =========

FINANCIAL SERVICES
Cash Flows Provided by Operating Activities                  $   3,844       $  18,710       $  19,457
                                                             ---------       ---------       ---------
Cash Flows Provided by (Used for) Investing Activities
   Finance receivables originated                             (131,275)       (145,043)       (154,250)
   Collections on finance receivables                          149,435         150,488         175,064
                                                             ---------       ---------       ---------
   Net cash provided by investing activities                    18,160           5,445          20,814
                                                             ---------       ---------       ---------
Cash Flows Provided by (Used for) Financing Activities
   Additional borrowings                                        12,550                         100,000
   Principal payments on debt                                  (19,187)        (18,484)        (86,260)
   Repayments to automotive solutions                          (15,188)         (5,584)        (53,817)
                                                             ---------       ---------       ---------
   Net cash used for financing activities                      (21,825)        (24,068)        (40,077)
                                                             ---------       ---------       ---------
Increase in Cash and Equivalents                                   179              87             194
Cash and Equivalents, Beginning of Year                            722             635             441
                                                             ---------       ---------       ---------
Cash and Equivalents, End of Year                            $     901       $     722       $     635
                                                             =========       =========       =========
</TABLE>

See Notes to Consolidated Financial Statements.

                                                                              37
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          (Dollars and shares in thousands, except for per share data)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

The consolidated financial statements include the accounts of the parent company
and its domestic and foreign subsidiaries and present details of revenues,
expenses, assets, liabilities and cash flows for both Automotive Solutions and
Financial Services. Automotive Solutions is comprised of the company's Software
Solutions, Services and Documents segments. Financial Services is comprised of
Reyna Capital Corporation, Reyna Funding L.L.C. and a similar operation in
Canada. In accordance with industry practice, the assets and liabilities of
Automotive Solutions are classified as current or noncurrent and those of
Financial Services are unclassified. Intercompany balances and transactions are
eliminated.

USE OF ESTIMATES

The consolidated financial statements are prepared in conformity with accounting
principles generally accepted in the United States of America and include
amounts based on management's best estimates and judgments. The use of estimates
and judgments may affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the period.
Actual results could differ from those estimates.

CASH AND EQUIVALENTS

For purposes of reporting cash flows, cash and equivalents includes cash on
hand, cash deposits and investments with maturities of three months or less at
the time of purchase.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash, cash equivalents and accounts receivable
approximate fair value because of the relatively short maturity of these
financial instruments. Fair values of debt and interest rate management
agreements are based on quoted prices for financial instruments with the same
remaining maturities.

CONCENTRATIONS OF CREDIT RISK

The company is a leading provider of information management systems and services
to automotive retailers. Substantially all finance receivables and accounts
receivable are from automotive retailers.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

An allowance for doubtful accounts on accounts receivable and finance
receivables is established based on historical loss experience, aging of
accounts and current customer and economic conditions. Receivables are charged
to the allowance for doubtful accounts when an account is deemed to be
uncollectible, taking into consideration the financial condition of the customer
and the value of any collateral. Recoveries of receivables previously charged
off as uncollectible are credited to the allowance for doubtful accounts.

INVENTORIES

Inventories are stated at the lower of cost or market. Costs of documents
inventories are determined by the last-in, first-out (LIFO) method. At September
30, 2004 and 2003, LIFO inventories were $4,587 and $4,305, respectively. These
inventories, if determined by the first-in, first-out (FIFO) method, would
increase by $3,536 in 2004 and $3,617 in 2003. For other inventories, comprised
primarily of computer equipment, cost is determined by specific identification
or the FIFO method. Market is based on net realizable value.

                                                                              38
<PAGE>

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost. Depreciation and amortization
are provided over the estimated useful service lives of the assets or asset
groups, principally on the straight-line method for financial reporting
purposes. Estimated asset lives are:


<TABLE>
<CAPTION>
                                                        Years
                                                        -----
<S>                                                     <C>
Land improvements                                          10
Buildings and improvements                              3--33
Computer equipment                                      3-- 5
Machinery and equipment                                 3--20
Furniture and other                                     3--15
</TABLE>

In August 1997, the company entered into an agreement with a trust for the
construction and lease of an office building near Dayton, Ohio. This lease was
accounted for as an operating lease for financial reporting purposes. On July 1,
2003, the company purchased the aforementioned office building from the trust
for cash of $28,800 and terminated the lease agreement.

SOFTWARE LICENSED TO CUSTOMERS

The company capitalizes certain costs of developing its software products in
accordance with Statement of Financial Accounting Standards (SFAS) No. 86,
"Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise
Marketed." SFAS No. 86 specifies that costs incurred in creating a computer
software product should be charged to expense when incurred, as research and
development, until technological feasibility has been established for the
product. Technological feasibility is established either by creating a detail
program design or a tested working model. Judgment is required in determining
when technological feasibility of a product is established. The company follows
a standard process for developing software products. This process has five
phases: selection, definition, development, delivery and general customer
acceptability (GCA). When using proven technology, management believes that
technological feasibility is established upon the completion of the definition
phase (detail program design). When using newer technology, management believes
that technological feasibility is established upon completion of the delivery
phase (tested working model). Once technological feasibility is established,
software development costs are capitalized until the product is available for
general release to customers (GCA). Software development costs consist primarily
of payroll and benefits for both employees and outside contractors. Upon general
release of a software product, amortization is determined based on the larger of
the amounts computed using (a) the ratio that current gross revenues for each
product bears to the total of current and anticipated future gross revenues for
that product, or (b) the straight-line method over the remaining estimated
economic life of the product, ranging from three to seven years. Amortization
expense for software licensed to customers was $18,823 in 2004, $3,455 in 2003
and $403 in 2002. As of September 30, 2004 and 2003, accumulated amortization
was $55,455 and $37,748, respectively.

LONG-LIVED ASSETS

The company has completed numerous business combinations over the years. These
business combinations result in the acquisition of intangible assets and the
recognition of goodwill on the company's Consolidated Balance Sheet. The company
accounts for these assets under the provisions of SFAS No. 141, "Business
Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No.
142 requires that goodwill not be amortized, but instead tested for impairment
at least annually. The Statement also requires recognized intangible assets with
finite useful lives to be amortized over their useful lives. Long-lived assets,
goodwill and intangible assets are reviewed for impairment annually or whenever
events or circumstances indicate that the carrying amount of an asset may not be
recoverable from future cash flows. Future cash flows are forecasted based on
management's estimates of future events and could be materially different from
actual cash flows. If the carrying value of an asset is considered impaired, an
impairment charge is recorded for the amount by which the carrying value of the
asset exceeds its fair value.

SALE OF EQUITY INVESTMENT

During March 2002, the company sold its shares of Kalamazoo Computer Group plc
of the United Kingdom for cash of $1,636 and recorded a gain, after tax benefit,
of $103. The company recorded a loss of $12,274, included with equity in net
losses of affiliated companies on the statement of consolidated income, and
income tax benefits

                                                                              39
<PAGE>

of $12,377 related to the sale of these shares, included in the provision for
income taxes on the statement of consolidated income.

REVENUE RECOGNITION

AUTOMOTIVE SOLUTIONS

Sales of computer hardware and documents products are recorded when title passes
upon shipment to customers. Revenues from software license fees are accounted
for in accordance with American Institute of Certified Public Accountants
(AICPA) Statement of Position (SOP) 97-2, "Software Revenue Recognition." The
company recognizes revenue when (i) persuasive evidence of an arrangement
exists; (ii) delivery has occurred or services have been rendered; (iii) the
sales price is fixed or determinable; and (iv) collectibility is reasonably
assured. Service revenues, which include computer hardware maintenance and
installation, software support, training, consulting and Web hosting are
recorded ratably over the contract period or as services are performed. The
application of SOP 97-2 requires judgment, including whether a software
arrangement includes multiple elements (as defined in Emerging Issues Task Force
(EITF) Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables"), and
if so, whether vendor-specific objective evidence of fair value exists for those
elements. Software revenues which do not meet the criteria set forth in EITF
Issue No. 00-3, "Application of AICPA SOP 97-2 to Arrangements That Include the
Right to Use Software Stored on Another Entity's Hardware," are recorded ratably
over the contract period as services are provided.

FINANCIAL SERVICES

Financial Services revenues consist primarily of interest earned on financing
the company's computer systems sales. Revenues are recognized over the lives of
financing contracts, generally five years, using the interest method.

LEASE OBLIGATIONS

The company leases premises and equipment under operating lease agreements. As
of September 30, 2004, future minimum lease payments relating to operating lease
agreements were $31,029 with annual payments of, $7,420 in 2005, $5,223 in 2006,
$4,045 in 2007, $2,944 in 2008 and $2,499 in 2009. Rental expenses were $19,896
in 2004, $19,630 in 2003 and $21,814 in 2002.

COMMITMENTS

During 2001, the company entered into an agreement to outsource certain computer
services such as desktop and network services through fiscal year 2009. This
agreement requires annual payments of about $20,000.

RESEARCH AND DEVELOPMENT COSTS

The company expenses research and development costs as incurred. Research and
development consist primarily of software development associated with new
products, enhanced features and functionality, and compliance updates to
existing products. Research and development costs were $93,000 in 2004, $72,000
in 2003 and $68,000 in 2002.

INCOME TAXES

The parent company and its domestic subsidiaries file a consolidated U.S.
federal income tax return. No deferred income tax liabilities are recorded on
undistributed earnings of the foreign subsidiaries because, for the most part,
those earnings are permanently reinvested. The company anticipates that any
potential U.S. income tax cost from foreign earnings not permanently reinvested
would be offset by foreign tax credits. Undistributed earnings of the foreign
subsidiaries at September 30, 2004, were $21,013.

                                                                              40
<PAGE>

EARNINGS PER COMMON SHARE

Basic earnings per common share (EPS) is computed by dividing income by the
weighted average number of common shares outstanding during the year. Diluted
EPS is computed by dividing income by the weighted average number of common
shares and common share equivalents outstanding during each year. The weighted
average number of common shares outstanding assumed that Class B common shares
were converted into Class A common shares. The company's common share
equivalents represent the effect of employee stock options and restricted stock
awards.

<TABLE>
<CAPTION>
                                                                           2004             2003             2002
                                                                          ------           ------           ------
<S>                                                                       <C>              <C>              <C>
Average number of common shares outstanding
   (used to determine basic earnings per common share)                    66,040           68,407           70,692
Effect of employee stock options and restricted stock awards               1,775            2,176            2,420
                                                                          ------           ------           ------
Average number of common shares and equivalents outstanding
   (used to determine diluted earnings per common share)                  67,815           70,583           73,112
                                                                          ======           ======           ======
</TABLE>

Employee stock options outstanding and restricted stock awards to acquire 1,244
shares in 2004, 608 shares in 2003 and 614 shares in 2002 were not included in
the computation of diluted earnings per common share because the effect of
either the options' exercise price or the unamortized expense of restricted
stock awards, in relation to the average market price of the common shares would
be antidilutive.

RECLASSIFICATIONS

Certain reclassifications were made to prior years' consolidated financial
statements to conform with the presentation used in 2004.

In 2003, the company changed its allocation methodology for certain expenses,
the effect of which was to report certain expenses as costs of sales instead of
SG&A expenses. This improved allocation of expenses was made possible by a new
general ledger system. Management believes the new allocation methodology
reduced gross margin by between one and two percentage points as compared to
2002. It was not practical to restate 2002 financial statements.

2. REORGANIZATION COSTS

On October 2, 2003, the company announced the consolidation of its automotive
Documents printing plant, located in Grand Prairie, Texas, into the company's
Celina, Ohio manufacturing facility. All employees located in Texas were offered
the opportunity to accept a position in the Ohio facility. Those not accepting
positions in Ohio were offered severance and outplacement services. Grand
Prairie document production ceased in December 2003 and 72 positions were
eliminated. During the first six months of fiscal year 2004, the company also
reorganized the Documents sales force, eliminating 37 positions, and eliminated
121 additional positions in Software Solutions development, Services and
administration.

Through September 30, 2004, the company has incurred expense of $7,054 before
taxes or $.06 per share after taxes for severance, outplacement, relocation and
other plant consolidation efforts and eliminated 230 positions.

The following table summarizes reorganization costs recognized and payments made
by the company through September 30, 2004.

                                                                              41
<PAGE>

<TABLE>
<CAPTION>
                                      Software
                                      Solutions      Services    Documents            Total
                                      ---------      --------    ---------            ------
<S>                                   <C>            <C>         <C>                  <C>
Cost of Sales
    Employee termination benefits      $    14       $    15       $  817             $  846
    Other direct expenses                                             786                786
                                       -------       -------       ------             ------
    Total cost of sales                     14            15        1,603              1,632
                                       -------       -------       ------             ------
SG&A Expenses
    Employee termination benefits        1,714         1,164        1,070              3,948
    Lease obligations                      379           244            9                632
    Other direct expenses                  185           127          530                842
                                       -------       -------       ------             ------
    Total SG&A expenses                  2,278         1,535        1,609              5,422
                                       -------       -------       ------             ------
Total Reorganization Expenses            2,292         1,550        3,212              7,054
Payments                                (2,037)       (1,350)      (3,088)            (6,475)
                                       -------       -------       ------             ------
Balance as of September 30, 2004       $   255       $   200       $  124             $  579
                                       =======       =======       ======             ======
</TABLE>

The company has completed all actions associated with this reorganization. The
September 30, 2004 liability represents scheduled future payments to be paid
over the remaining severance or lease period. The remaining lease obligation
will expire in December 2005.

3. BUSINESS COMBINATIONS

On October 1, 2003, the company purchased the outstanding shares of Incadea
GmbH, a provider of global automotive retailing software solutions.
Privately-held Incadea, based in Raubling, Germany, had annual revenues of about
$6,000. The purchase price of $6,181 was paid with cash from existing balances.
During the first quarter of fiscal year 2004, the company also repaid $5,046 of
debt assumed in the purchase of Incadea GmbH. The results of Incadea's
operations have been included in the company's financial statements since the
acquisition. At September 30, 2004, the company has recorded goodwill of $6,124
based on the allocation of the purchase price. An independent appraisal firm was
used to assist the company in determining the fair values of intangible assets.

On October 1, 2003, the company purchased the net assets of Third Coast Media, a
provider of Web and customer relationship management software to automotive
retailers. Third Coast Media, headquartered in Richardson, Texas, had annual
revenues of about $5,000. The purchase price of $5,464 was paid with cash from
existing balances. In April 2004, the company paid an additional $500 of
purchase price based on achievement of specified operating results. Under terms
of the purchase agreement, the company may be required to make additional
payments of up to $1,800 through 2006, contingent on the achievement of certain
operating results of the business purchased. The results of Third Coast Media's
operations have been included in the company's financial statements since the
acquisition. At September 30, 2004 the company has recorded tax deductible
goodwill of $3,149 based on the allocation of the purchase price. An independent
appraisal firm was used to assist the company in determining the fair values of
intangible assets.

In November 2002, the company purchased all outstanding shares of Networkcar,
Inc., the provider of a telematics device, which monitors a car's diagnostic
information, locates stolen cars through a satellite-based Global Positioning
System and performs remote emissions testing. Networkcar had revenues of about
$1,000 in 2002. The purchase price of $11,714 was paid with cash from existing
balances. The results of Networkcar's operations have been included in the
company's financial statements since the November 29, 2002, purchase date. In
connection with this business combination, the company recorded goodwill of
$10,166. An independent appraisal firm was used to assist the company in
determining the fair values of intangible assets. During fiscal year 2004, the
company adjusted tax benefits and recorded a deferred tax asset of $2,585 and
decreased goodwill by $2,585.

In August 2002, the company purchased BoatVentures.com Corporation, a provider
of Web-based applications and education processes to boat, power sports and
recreational vehicle retailers and manufacturers. Privately-held
BoatVentures.com had revenues of about $1,000 in 2001. The purchase price of
$5,971 was paid with cash from existing balances. This business combination was
accounted for as a purchase and the accounts of BoatVentures.com were included
in the company's financial statements since the acquisition date. In connection
with this business combination, the company recorded goodwill of $743 based on
the 2002 preliminary allocation of the purchase price. In fiscal year 2003, the
valuation of the net assets was completed by management with the assistance of
an independent appraisal firm. Based on this valuation, the company adjusted the
purchase price allocation to increase computer equipment by $200, increase
capitalized software by $100, reduce non-compete

                                                                              42
<PAGE>

agreement intangible assets by $2,400, decrease deferred tax assets by $765 and
increase goodwill by $2,865. BoatVentures.com was previously partially owned by
a member of the company's board of directors and an officer of the company. The
company obtained an independent fairness opinion on the purchase price and
approval of the company's board of directors prior to consummating this
transaction. In September 2004, the company sold the net assets of
BoatVentures.com for $2,100 and recorded a gain of $1,300.

COMPONENTS OF PURCHASE PRICES

<TABLE>
<CAPTION>
                                                        2004              2003              2002
                                                      -------           -------            ------
<S>                                                   <C>               <C>                <C>
Cash (net of cash and equivalents acquired)           $11,645           $11,714            $5,971
Contingent cash payments                                  500
                                                      -------           -------            ------
Totals                                                $12,145           $11,714            $5,971
                                                      =======           =======            ======
</TABLE>

4. GOODWILL AND ACQUIRED INTANGIBLE ASSETS

In 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 142,
"Goodwill and Other Intangible Assets." SFAS No. 142 requires that goodwill no
longer be amortized, but instead, tested for impairment at least annually. The
statement also requires recognized intangible assets with finite useful lives to
be amortized over their estimated useful lives and reviewed for impairment in
accordance with SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of." The company elected to
adopt the provisions of SFAS No. 142 effective October 1, 2001. Accordingly,
goodwill has not been amortized in the financial statements for periods after
October 1, 2001. This statement also required certain intangible assets that did
not meet the criteria for recognition apart from goodwill, to be subsumed into
goodwill. During fiscal year 2002, the company subsumed into goodwill $54,531 of
intangible assets representing assembled workforce and a noncontractual customer
relationship that did not meet the separability criteria under SFAS No. 141,
"Business Combinations."

SFAS No. 142 also requires that goodwill be tested for impairment, initially
upon adoption (as of October 1, 2001), and thereafter at least annually. In
2002, the company completed the goodwill impairment test and recorded impairment
losses of $36,563 ($60,938 net of income tax benefits of $24,375). These
impairment losses were recorded as the cumulative effect of the accounting
change on the consolidated statements of income. The company divided its four
reporting segments into eight reporting units for purposes of applying the
provisions of this pronouncement. For each reporting unit a fair value was
determined based primarily on the present value of discounted future cash flows.
Other methods were considered to validate this valuation method. Where initial
impairment was indicated, the company hired an outside appraisal firm to assist
the company in determining the fair value and allocate this fair value among
assets and liabilities. Based on this analysis, two reporting units within the
Services reporting segment incurred impairment losses. Reynolds Consulting
Services, acquired in fiscal year 2000 as part of the HAC Group business
combination, recorded an impairment loss of $33,515 ($55,858 net of income tax
benefits of $22,343). The company also recorded an impairment loss of $3,048
($5,080 net of income tax benefits of $2,032) related to its Campaign Management
Services reporting unit.

The company performs its annual goodwill impairment tests as of July 31 each
year, using a consistent methodology. In 2003, the company identified and
recorded an impairment loss of $302 within the Software Solutions reporting
segment, related to BoatVentures.com. This impairment loss resulted from a
decline in estimated future discounted cash flows from those originally
forecasted at the time of acquisition.

In 2004, the company adjusted tax benefits related to Networkcar and recorded a
deferred tax asset of $2,585 and decreased goodwill by $2,585. In September
2004, the company decreased goodwill by $50 in connection with the sale of the
net assets of BoatVentures.com. The value of the goodwill write-off was based on
the fair value of BoatVentures.com compared to the fair value of the Software
Solutions segment.

                                                                              43
<PAGE>

ACQUIRED INTANGIBLE ASSETS

<TABLE>
<CAPTION>
                                                                                                        Weighted
                                                                                                        Average
                                                                       Gross           Accumulated        Life
                                                                      Amount           Amortization      (years)
                                                                      -------          ------------     --------
<S>                                                                   <C>              <C>              <C>
AS OF SEPTEMBER 30, 2004
Contractual customer relationship                                     $33,100             $ 7,310          20
Trademarks                                                              6,263               1,364          19
Other                                                                   7,006               2,380          10
                                                                      -------             -------
Total                                                                 $46,369             $11,054          18
                                                                      =======             =======

AS OF SEPTEMBER 30, 2003
Contractual customer relationship                                     $33,100             $ 5,655          20
Customer contract                                                      17,700              16,493           4
Trademarks                                                              5,900               1,008          20
Other                                                                   6,449               2,262          11
                                                                      -------             -------
Total                                                                 $63,149             $25,418          14
                                                                      =======             =======
</TABLE>

Aggregate amortization expense was $3,845 in 2004, $7,233 in 2003 and $7,021 in
2002. As of September 30, 2004, estimated annual amortization expenses were
$2,620 in 2005, $2,620 in 2006, $2,470 in 2007, $2,470 in 2008 and $2,470 in
2009.

GOODWILL

<TABLE>
<CAPTION>
                                                      Software
                                                      Solutions         Services          Documents        Totals
                                                      ---------         --------          ---------        ------
<S>                                                   <C>               <C>               <C>              <C>
Balance as of September 30, 2002                       $19,654           $ 6,468            $2,877         $28,999
Business combinations                                    2,865            10,166                            13,031
Impairment loss                                           (302)                                               (302)
                                                       -------           -------            ------         -------
Balance as of September 30, 2003                        22,217            16,634             2,877          41,728
Business combinations                                    9,273                                               9,273
Divestiture                                                (50)                                                (50)
Adjustment                                                                (2,585)                           (2,585)
                                                       -------           -------            ------         -------
Balance as of September 30, 2004                       $31,440           $14,049            $2,877         $48,366
                                                       =======           =======            ======         =======
</TABLE>

At September 30, 2004 and 2003, accumulated amortization was $53,837 and
$53,812, respectively.

5. INCOME TAXES

PROVISION FOR INCOME TAXES

<TABLE>
<CAPTION>
                                                                    2004               2003                2002
                                                                    ----               ----                ----
<S>                                                               <C>                <C>                 <C>
Current
   Federal                                                        $59,242            $34,706             $24,728
   State and local                                                 10,803              9,067              (3,449)
   Foreign                                                          2,086              3,103               1,600
Deferred                                                          (16,905)            23,352              20,784
                                                                  -------            -------             -------
Provision for income taxes                                        $55,226            $70,228             $43,663
                                                                  =======            =======             =======

Income taxes paid (net of refunds)                                $63,700            $54,000             $22,321
                                                                  =======            =======             =======
</TABLE>

                                                                              44
<PAGE>


RECONCILIATION OF INCOME TAX RATES

<TABLE>
<CAPTION>
                                                    2004                   2003                  2002
                                             Amount      Percent    Amount      Percent   Amount     Percent
                                             ------      -------    ------      -------   ------     -------
<S>                                          <C>         <C>        <C>         <C>       <C>        <C>
Statutory federal income taxes               $51,754      35.0%     $63,010      35.0%    $51,686     35.0%
State and local taxes less federal
   income tax effect                           3,341       2.3        7,318       4.1       6,234      4.2
State tax benefits less federal
   income tax effect                                                                       (5,872)    (4.0)
Sale of Kalamazoo shares                                                                   (7,746)    (5.2)
Other                                            131                   (100)      (.1)       (639)    (0.4)
                                             -------      ----      -------      ----     -------     ----
Provision for income taxes                   $55,226      37.3%     $70,228      39.0%    $43,663     29.6%
                                             =======      ====      =======      ====     =======     ====
</TABLE>

In fiscal year 2002, the company settled a state income tax audit and filed
amended returns in a number of states to correct the apportionment and
allocation of taxable income.

AUTOMOTIVE SOLUTIONS DEFERRED INCOME TAX ASSETS (LIABILITIES)

<TABLE>
<CAPTION>
September 30                                                    2004                 2003
- ------------                                                   -------              -------
<S>                                                            <C>                  <C>
Deferred income tax assets
   Postretirement medical                                      $18,298              $18,811
   Pensions                                                     10,170               25,721
   Stock-based compensation                                     17,127               17,781
   Receivables allowances                                        7,425                5,344
   Non deductible state provision                                4,096                3,818
   Other                                                         6,813                5,740
Deferred income tax liabilities
   Depreciation and amortization                               (28,707)             (26,677)
   Other                                                        (1,112)              (1,355)
                                                               -------              -------
Totals                                                          34,110               49,183
Current                                                         14,650               11,910
                                                               -------              -------
Noncurrent                                                     $19,460              $37,273
                                                               =======              =======
</TABLE>

FINANCIAL SERVICES DEFERRED INCOME TAX LIABILITIES

Financial Services deferred income tax liabilities resulted from temporary
differences from financing the company's computer systems sales.

6. FINANCIAL SERVICES

INCOME SUMMARY

<TABLE>
<CAPTION>
                                                                    2004                 2003              2002
                                                                  -------              -------           -------
<S>                                                               <C>                  <C>               <C>
Revenues                                                          $31,814              $36,532           $41,709
Cost of sales - interest expense                                    7,264                8,843            10,644
                                                                  -------              -------            ------
Gross profit                                                       24,550               27,689            31,065
Selling, general and administrative expenses                        6,551                7,150             8,141
                                                                  -------              -------           -------
Operating income                                                  $17,999              $20,539           $22,924
                                                                  =======              =======           =======
</TABLE>

NET FINANCE RECEIVABLES

<TABLE>
<CAPTION>
September 30                                                                            2004              2003
- ------------                                                                            ----              ----
<S>                                                                                   <C>               <C>
Product financing receivables                                                         $372,648          $423,770
Unguaranteed residual values                                                            29,687            36,552
Allowance for doubtful accounts                                                         (6,701)           (6,705)
Unearned interest income                                                               (47,064)          (62,414)
Other                                                                                    3,079             3,089
                                                                                      --------          --------
Totals                                                                                $351,649          $394,292
                                                                                      ========          ========
</TABLE>

As of September 30, 2004, product financing receivables due for each of the next
five years were $143,326 in 2005, $104,332 in 2006, $69,865 in 2007, $40,423 in
2008 and $14,205 in 2009.

                                                                              45
<PAGE>

ALLOWANCE FOR DOUBTFUL ACCOUNTS

<TABLE>
<CAPTION>
                                                                                         2004              2003
                                                                                        ------            ------
<S>                                                                                     <C>               <C>
Balance, beginning of year                                                              $6,705            $6,184
Provisions
   Financial services                                                                    3,064             3,765
   Automotive solutions                                                                    540               540
Net losses                                                                              (3,608)           (3,784)
                                                                                        ------            ------
Balance, end of year                                                                    $6,701            $6,705
                                                                                        ======            ======
</TABLE>

7. FINANCING ARRANGEMENTS

AUTOMOTIVE SOLUTIONS

During February 2002, the company entered into $100,000 of interest rate swap
agreements that effectively converted 7% fixed rate debt into variable rate
debt. These interest rate swap agreements were designated as fair value hedges.
The fair value of these derivative instruments was an asset of $3,621 at
September 30, 2004, and $7,069 at September 30, 2003, and was included in
Automotive Solutions' other assets on the consolidated balance sheets. The
adjustments to record the net change in the fair value of fair value hedges and
related debt during the periods presented were recorded in interest expense. All
existing fair value hedges were 100% effective. As a result, there was no
current impact to earnings because of hedge ineffectiveness.

<TABLE>
<CAPTION>
                                                                                                        Notional
                                                                                                         Amounts
September 30, 2004                                                                       Notes            Swaps
- ------------------                                                                     --------         --------
<S>                                                                                    <C>              <C>
Fixed rate notes, $100,000 face value, maturing in 2007                                $103,512         $100,000
   Weighted average interest rate                                                           7.0%
   Weighted average pay rate                                                                                 3.6%
   Weighted average receive rate                                                                             7.0%
                                                                                       --------         --------
Totals                                                                                  103,512          100,000
Current portion
                                                                                       --------         --------
Long-term portion                                                                      $103,512         $100,000
                                                                                       ========         ========

September 30, 2003
- ------------------
Fixed rate notes, $100,000 face value, maturing in 2007                                $106,912         $100,000
   Weighted average interest rate                                                           7.0%
   Weighted average pay rate                                                                                 3.3%
   Weighted average receive rate                                                                             7.0%
                                                                                       --------         --------
Totals                                                                                  106,912          100,000
Current portion
                                                                                       --------         --------
Long-term portion                                                                      $106,912         $100,000
                                                                                       ========         ========
</TABLE>

Loan agreements require minimum interest coverage and consolidated leverage
ratios. At September 30, 2004, the company was in compliance with these loan
covenants. The fair values of Automotive Solutions' financing arrangements were
$103,512 at September 30, 2004, and $106,912 at September 30, 2003. At September
30, 2004, debt maturities were $100,000 in 2007. Interest paid was $4,529 in
2004, $4,076 in 2003 and $5,622 in 2002. Interest capitalized was $31 in 2004,
$1,000 in 2003 and $1,806 in 2002.

At September 30, 2004, $100,000 of notional amount of swap agreements mature in
2007.

FINANCIAL SERVICES

In the ordinary course of business, the company borrows cash to fund investments
in finance receivables from the sale of the company's products. The company
attempts to limit its interest rate exposure between the interest

                                                                              46
<PAGE>

earned on fixed rate finance receivables and the interest paid on variable rate
financing agreements through the use of interest rate management agreements.
Interest rate swaps provide for interest to be received on notional amounts at
variable rates and provide for interest to be paid on the same notional amounts
at fixed rates. Fixed interest rates do not change over the life of the
agreements. Variable interest rates are reset at least every ninety days and are
based on LIBOR or commercial paper indices and are settled with counterparties
at that time. Net interest expense or income on these contracts is reflected in
interest expense. The company is exposed to credit related losses in the event
of nonperformance by counterparties to the interest rate management agreements.
The company attempts to minimize this credit risk by entering into agreements
only with counterparties that have a Standard & Poor's rating of "A" or higher.
The company also diversifies its interest rate management agreements among
several financial institutions. Interest rate management agreements are
accounted for using settlement accounting.

On January 22, 2004, Reyna Funding, L.L.C., a consolidated affiliate of the
company, renewed a loan funding agreement whereby Reyna Funding, L.L.C. may
borrow funds using finance receivables purchased from Reyna Capital Corporation,
also a consolidated affiliate of the company, as security for the loan. On May
19, 2004, the loan funding agreement was modified to increase the borrowing
limit from $100,000 to $150,000. Interest is payable on a variable rate basis.
This loan funding agreement is renewable annually through January 23, 2006. As
of September 30, 2004, Reyna Funding, L.L.C. had outstanding borrowings of
$100,000 under this arrangement.

The fair value of the company's cash flow derivative instruments was a $128
liability at September 30, 2004 and a $2,422 liability at September 30, 2003 and
was included in Financial Services' other liabilities on the consolidated
balance sheets. The adjustments to record the net change in the fair value of
cash flow hedges during the periods presented was recorded, net of income taxes,
in other comprehensive income. Fluctuations in the fair value of the derivative
instruments are generally offset by changes in the value or cash flows of the
underlying exposure being hedged because of the high degree of effectiveness of
these cash flow hedges. In fiscal year 2005, the company does not expect any
amounts to be reclassified out of other comprehensive income into earnings to be
material to the financial statements.

<TABLE>
<CAPTION>
                                                                                                      Notional
                                                                                                      Amounts
September 30, 2004                                                              Notes                   Swaps
- ------------------                                                            --------                --------
<S>                                                                           <C>                     <C>
Variable rate instruments, maturing through 2009                              $165,125                $103,125
   Weighted average interest rate                                                  2.0%
   Weighted average pay rate                                                                               3.1%
   Weighted average receive rate                                                                           1.7%
Fixed rate notes, maturing through 2007                                         27,006
   Weighted average interest rate                                                  4.2%
                                                                              --------                --------
Totals                                                                        $192,131                $103,125
                                                                              ========                ========

September 30, 2003
- ------------------
Variable rate instruments, maturing through 2006                              $169,340                $116,375
   Weighted average interest rate                                                  1.5%
   Weighted average pay rate                                                                               3.7%
   Weighted average receive rate                                                                           1.1%

Fixed rate notes, maturing through 2007                                         29,428
   Weighted average interest rate                                                  4.9%
                                                                              --------                --------
Totals                                                                        $198,768                $116,375
                                                                              ========                ========
</TABLE>

Loan agreements require minimum interest coverage and consolidated leverage
ratios. At September 30, 2004, the company was in compliance with these loan
covenants. The fair value of Financial Services debt was $192,299 and $199,404
at September 30, 2004 and 2003, respectively. At September 30, 2004, maturities
of notes were $77,400 in 2005, $32,275 in 2006, $31,234 in 2007 $26,222 in 2008
and $25,000 in 2009. Interest paid was $6,997 in 2004, $9,010 in 2003 and
$11,155 in 2002.

At September 30, 2004, notional amount maturities of swap agreements were
$45,633 in 2005, $36,758 in 2006, $14,866 in 2007 and $5,868 in 2008.

                                                                              47
<PAGE>

REVOLVING CREDIT AGREEMENT

On April 8, 2004, the company obtained a new $200,000 revolving credit agreement
and terminated the old agreement. The new revolving credit agreement has a five
year term. Automotive Solutions and Financial Services share this revolving
credit agreement. As of September 30, 2004, the balance outstanding on this
facility was $62,000 and was included in Financial Services notes payable.

8. CAPITAL STOCK

<TABLE>
<CAPTION>
September 30                                                2004           2003             2002
- -----------------------------------------                 -------        -------          -------
<S>                                                       <C>            <C>              <C>
Preferred
   No par value
   Authorized shares                                       60,000         60,000           60,000

Class A common
   No par value
   Authorized shares                                      240,000        240,000          240,000
                                                          =======        =======          =======
   Issued and outstanding shares
     Balance, beginning of year                            66,658         68,595           70,230
     Issued                                                 3,234          2,761            2,978
     Restricted stock canceled & returned                     (73)
     Converted from Class B common                             50             50              200
     Repurchased                                           (5,720)        (4,737)          (4,779)
     Retired                                                  (23)           (11)             (34)
                                                          -------        -------          -------
     Balance, end of year                                  64,126         66,658           68,595
                                                          =======        =======          =======

Class B common
   No par value
   Authorized shares                                       40,000         40,000           40,000
   Issued and outstanding shares
     Balance, beginning of year                            15,000         16,000           20,000
     Converted to Class A common                           (1,000)        (1,000)          (4,000)
                                                          -------        -------          -------
     Balance, end of year                                  14,000         15,000           16,000
                                                          =======        =======          =======
</TABLE>

Dividends on Class A common shares must be twenty times the dividends on Class B
common shares and must be paid simultaneously. Each share of Class A common and
Class B common is entitled to one vote. The Class B common shareholder may
convert twenty Class B common shares to one share of Class A common. The company
has reserved sufficient authorized Class A common shares for Class B conversions
and stock-based compensation plans.

Each outstanding Class A common share has one preferred share purchase right.
Each outstanding Class B common share has one-twentieth of a right. Rights
become exercisable if a person or group acquires or seeks to acquire, through a
tender or exchange offer, 15% or more of the company's Class A common shares. In
that event, all holders of Class A common shares and Class B common shares,
other than the acquirer, could exercise their rights and purchase preferred
shares at a specified amount. At the date of these financial statements, except
for the preferred share purchase rights, the company had no agreements or
commitments with respect to the sale or issuance of the preferred shares and no
preferred shares were outstanding.

The company repurchased Class A common shares for treasury at average prices of
$27.35 in 2004, $26.99 in 2003 and $26.23 in 2002. The remaining balance of
shares authorized for repurchase by the board of directors was 2,445 at
September 30, 2004. Treasury shares at September 30 were 27,939 in 2004, 25,430
in 2003 and 23,503 in 2002.

                                                                              48
<PAGE>

9. EMPLOYEE STOCK PLANS

Effective October 1, 2003, the company elected to adopt the provisions of SFAS
No. 123, "Accounting for Stock-Based Compensation" and began recognizing
stock-based compensation expense in the statements of consolidated income. Under
the fair value recognition provisions of SFAS No. 123, stock-based compensation
cost is measured at the grant date based on the value of the award and is
recognized as expense over the vesting period. SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure" provides three alternative
methods for reporting this change in accounting principle. The company elected
the retroactive restatement method which required that all periods presented be
restated to reflect stock-based compensation cost under the fair value based
accounting method of SFAS No. 123 for all awards granted, modified or settled in
fiscal years beginning after December 15, 1994. Financial statements have been
restated for 2002 and 2003, to reflect the adoption of SFAS No. 123. The company
valued its stock options using the Black-Scholes option valuation model. The
company recognized compensation expense of $11,639 in 2004, $14,833 in 2003 and
$18,011 in 2002.

Prior to 2004, the company awarded incentive stock options and/or nonqualified
stock options to purchase Class A common shares to substantially all employees.
Stock options were generally granted at a price equal to fair market value of
the common stock on the date of grant. In February 2004, the shareholders
approved the 2004 REYShare Plus Plan and the 2004 Executive Stock Incentive
Plan. The REYShare Plus Plan provides for restricted stock awards to
substantially all employees in which the restrictions lapse based on service
achievement. The Executive Stock Incentive Plan provides for restricted stock
awards and other stock-based incentives to eligible recipients. Under the
Executive Stock Incentive Plan, restrictions on restricted stock awards lapse
based, in part, on service achievement and, in part, on company performance.
Restricted stock awards may consist of either restricted stock or restricted
stock units. Restricted stock units, which become shares when restrictions
lapse, are awarded in countries where it is not beneficial to award restricted
stock.

STOCK OPTION PLANS

<TABLE>
<CAPTION>
                                                                                            Weighted Average
                                                 Shares Under Option                     Option Prices Per Share
                                          2004         2003           2002             2004        2003      2002
                                         ------       ------         ------           ------      ------    ------
<S>                                      <C>          <C>            <C>              <C>         <C>       <C>
Outstanding
   Beginning of year                     12,147       13,075         13,941           $20.94      $20.02    $18.88
   Granted                                  527        2,480          2,833            27.10       22.60     22.68
   Exercised                             (2,783)      (2,751)        (2,970)           19.26       18.06     16.96
   Canceled                                (533)        (657)          (729)           22.26       21.11     20.69
                                         ------       ------         ------
   End of year                            9,358       12,147         13,075            21.70       20.94     20.02
                                         ======       ======         ======

Exercisable at September 30               5,905        6,287          5,206            20.79       19.85     19.85
                                         ======       ======         ======
</TABLE>

<TABLE>
<CAPTION>
                                   Outstanding, September 30, 2004          Exercisable, September 30, 2004
                                                 Weighted      Weighted
                                                  Average       Average                         Weighted
     Option                   Number of          Remaining      Option           Number of       Average
  Price Range                  Options         Life in Years    Price             Options     Option Price
- ---------------               ---------        -------------   --------          ---------    ------------
<S>                           <C>              <C>             <C>               <C>          <C>
$12.50 - $19.50                 2,607               5.0         $17.95             2,604         $17.95
$19.60 - $22.53                 3,050               5.6          21.87             1,811          21.45
$22.56 - $24.32                 2,416               5.0          22.73               645          22.89
$24.43 - $30.27                 1,285               3.8          26.99               845          26.56
                                -----                                              -----
         Totals                 9,358               5.0          21.70             5,905          20.79
                                =====                                              =====
</TABLE>

OPTION VALUATION ASSUMPTIONS

<TABLE>
<CAPTION>
                                                                   2004             2003              2002
                                                                   ----             ----              ----
<S>                                                               <C>              <C>               <C>
Expected life in years                                                3                3                 4
Dividend yield                                                      1.8%             1.9%              1.9%
Risk free interest rate                                             2.0%             2.1%              3.7%
Volatility                                                           24%              31%               29%
Weighted average fair value                                       $4.22            $4.52             $5.34
</TABLE>

                                                                              49
<PAGE>

RESTRICTED STOCK AWARDS

<TABLE>
<CAPTION>
                                                                                              Weighted Average
                                                                Shares or Units                  Fair Value
                                                                     2004                           2004
                                                                ---------------               ----------------
<S>                                                             <C>                           <C>
Outstanding
   Restricted Stock
     Granted                                                         442                           $27.53
     Canceled                                                        (72)                           28.04
     Returned                                                         (1)                           28.04
     Released                                                         (1)                           28.04
   Restricted Stock Units
     Granted                                                          25                            27.52
     Canceled                                                         (1)                           28.04
                                                                     ---
   Balance, end of year                                              392                            27.43
                                                                     ===
</TABLE>

The weighted average remaining vesting for restricted stock awards is 2 years as
of September 30, 2004.

10. POSTRETIREMENT BENEFITS

PENSION EXPENSE

In December 2003, the FASB issued SFAS No. 132 (revised 2003), "Employers'
Disclosures about Pensions and Other Postretirement Benefits an amendment of
FASB Statements No. 87, 88, and 106." This statement revised employers'
disclosures about pension plans and other postretirement plans. The revised
disclosures are reflected in the following.

<TABLE>
<CAPTION>
                                                                     2004                2003               2002
                                                                  -----------        -----------         -----------
<S>                                                               <C>           <C>                      <C>
NET PERIODIC COST
   Service cost                                                       $11,280           $  8,546            $  8,839
   Plan administration                                                                       880                 774
   Interest cost                                                       16,857             17,038              15,915
   Expected return on plan assets                                     (12,730)           (12,471)            (13,277)
   Amortization of prior service cost                                     786                598                 431
   Amortization of net actuarial loss                                   3,930              1,293                  65
   Amortization of transition obligation                                  259                139                 145
                                                                  -----------        -----------         -----------
   Net periodic benefit cost                                           20,382             16,023              12,892
Settlement                                                                                                     1,684
Special termination benefits                                              130                120
Defined Contribution Plan                                               5,642              5,249               6,503
Multi-employer Plan                                                         7                 13                  25
                                                                  -----------        -----------         -----------
Total                                                                 $26,161            $21,405             $21,104
                                                                  ===========        ===========         ===========

Actuarial Assumptions
   Discount rate                                                          6.0%       6.5% - 7.25%         7.0% - 7.5%
   Rate of compensation increase                                  3.25% - 4.5%       3.75% - 4.5%        3.75% - 5.0%
   Expected return on plan assets                                        8.25%               9.0%               9.0%
   Actuarial cost method                                                        PROJECTED UNIT CREDIT
   Measurement period                                                              JULY 1 - JUNE 30
</TABLE>

The expected rate of return on plan assets was determined through a combination
of long term historical returns and expected future returns, weighted to reflect
the plan's target asset allocation. The company sponsors contributory and
noncontributory, defined benefit pension plans for most employees. Pension
benefits are primarily based on years of service and compensation. The company's
funding policy is to make annual contributions to the plans sufficient to meet
or exceed the minimum statutory requirements. The company and its actuaries
review the pension plans each year. The actuarial assumptions are intended to
reflect expected experience over the life of the pension liability.

                                                                              50
<PAGE>

The company expensed payments of $1,684 in 2002 in connection with the early
settlement of certain pension benefits for former executives. These payments
reduce the future company obligations for those individuals. The company
sponsors defined contribution savings plans covering most domestic employees.
Effective January 1, 2003, the company increased its contribution to 50% of the
first 6% of compensation contributed to the plan by participating employees from
40% of the first 3% of compensation. Prior to fiscal year 2003, the company also
funded a discretionary contribution. Forfeitures of non vested discretionary
contributions were used to reduce contributions required by the company.

FUNDED STATUS OF DEFINED BENEFIT PENSION PLANS

<TABLE>
<CAPTION>
                                                         Funded Pension           Unfunded Pension
                                                            Benefits                  Benefits                    Total
                                                        2004         2003         2004         2003         2004         2003
                                                     ----------   ----------   ----------   ----------   ----------   ----------
<S>                                                  <C>          <C>          <C>          <C>          <C>          <C>
Change in benefit obligation
   Benefit obligation, beginning of year             $  221,825   $  182,488   $   53,966   $   46,265   $  275,791   $  228,753
   Service cost                                          10,099        7,682        1,181          923       11,280        8,605
   Interest cost                                         13,675       13,747        3,182        3,341       16,857       17,088
   Actuarial loss (gain)                                    115       23,635       (4,978)       7,819       (4,863)      31,454
   Benefits paid                                         (8,094)      (7,161)      (4,287)      (4,382)     (12,381)     (11,543)
   Foreign currency translation                             959        1,434                                    959        1,434
                                                     ----------   ----------   ----------   ----------   ----------   ----------
   Benefit obligation, end of year                   $  238,579   $  221,825   $   49,064   $   53,966   $  287,643   $  275,791
                                                     ==========   ==========   ==========   ==========   ==========   ==========

Change in Plan Assets
   Fair value of plan assets, beginning of year      $  133,997   $  127,477                             $  133,997   $  127,477
   Actual return on plan assets                          22,699        1,922                                 22,699        1,922
   Employer contribution                                 36,683       12,037                                 36,683       12,037
   Benefits paid                                         (8,094)      (7,161)                                (8,094)      (7,161)
   Plan administration                                   (1,279)      (1,367)                                (1,279)      (1,367)
   Foreign currency translation                             512        1,089                                    512        1,089
                                                     ----------   ----------                             ----------   ----------
   Fair value of plan assets, end of year            $  184,518   $  133,997                             $  184,518   $  133,997
                                                     ==========   ==========                             ==========   ==========

Net amount recognized
   Fair value of plan assets                         $  184,518   $  133,997                             $  184,518   $  133,997
   Benefit obligation                                  (238,579)    (221,824)  $  (49,064)  $  (53,966)    (287,643)    (275,790)
                                                     ----------   ----------   ----------   ----------   ----------   ----------
   Funded status                                        (54,061)     (87,827)     (49,064)     (53,966)    (103,125)    (141,793)
   Contributions or benefit payments
     made after measurement date                         14,636       26,945        5,153        1,087       19,789       28,032
   Unrecognized net loss                                 63,234       74,821        5,819       11,391       69,053       86,212
   Unrecognized prior service cost                        5,850        6,349        1,641        1,923        7,491        8,272
   Unrecognized net transition obligation                                                          259                       259
   Multi-employer Liability                                                           (31)         (39)         (31)         (39)
   Minimum Pension Liability                            (24,461)     (44,731)      (4,655)     (11,756)     (29,116)     (56,487)
                                                     ----------   ----------   ----------   ----------   ----------   ----------
   Net asset (liability) recognized                  $    5,198   $  (24,443)  $  (41,137)  $  (51,101)  $  (35,939)  $  (75,544)
                                                     ==========   ==========   ==========   ==========   ==========   ==========

Minimum Pension Liability
   Intangible Asset                                  $    5,850   $    6,349   $    1,641   $    2,182   $    7,491   $    8,531
   Deferred Income Tax Benefit                            7,309       15,162        1,170        3,805        8,479       18,967
   Accumulated Other Comprehensive Income                11,302       23,220        1,844        5,769       13,146       28,989
                                                     ----------   ----------   ----------   ----------   ----------   ----------
   Total                                             $   24,461   $   44,731   $    4,655   $   11,756   $   29,116   $   56,487
                                                     ==========   ==========   ==========   ==========   ==========   ==========
</TABLE>

<TABLE>
<CAPTION>
                                                                                                           2004           2003
                                                                                                         ----------   -----------
<S>                                                                                                      <C>          <C>
Actuarial Assumptions
   Discount rate                                                                                               6.25%          6.0%
   Rate of compensation increase                                                                                4.0%  3.25% - 4.5%
</TABLE>

                                                                              51
<PAGE>

<TABLE>
<CAPTION>
                                                               Asset Allocation at
                                     Target Allocation          Measurement Date
Asset Allocation                            2005               2004           2003
- ----------------                            ----               ----           ----
<S>                                  <C>                       <C>            <C>
Equity securities                            80%                78%            75%
Debt securities                              20%                20%            17%
Cash                                                             2%             8%
                                            ---                ---            ---
Total                                       100%               100%           100%
                                            ===                ===            ===
</TABLE>

The assets above include the company's stock only to the extent that it is
represented in the Wilshire 5000 index. The plans' investment strategy is to
achieve the highest level of investment performance that is compatible with
prudent levels of risk and best practices in the management of investments.
Asset allocations are based on the expected duration of the plans' liabilities,
expected asset returns, correlation and diversification of asset classes and the
actuarial discount rate.

<TABLE>
<CAPTION>
                                                        Funded                   Unfunded                    Total
                                                   2004         2003         2004         2003         2004         2003
                                                ----------   ----------   ----------   ----------   ----------   ----------
<S>                                             <C>          <C>          <C>          <C>          <C>          <C>
PLANS WITH PROJECTED BENEFIT OBLIGATION
GREATER THAN THE FAIR VALUE OF PLAN ASSETS

Projected benefit obligation                    $  238,579   $  221,825   $   49,064   $   53,966   $  287,643   $  275,791
Accumulated benefit obligation                  $  193,956   $  185,385   $   46,143   $   50,973   $  240,099   $  236,358
Fair value of plan assets                       $  184,519   $  133,997                             $  184,519   $  133,997

PLANS WITH ACCUMULATED BENEFIT OBLIGATION
GREATER THAN THE FAIR VALUE OF PLAN ASSETS

Projected benefit obligation                    $  238,579   $  221,825   $   49,064   $   53,966   $  287,643   $  275,791
Accumulated benefit obligation                  $  193,956   $  185,385   $   46,143   $   50,973   $  240,099   $  236,358
Fair value of plan assets                       $  184,519   $  133,997                             $  184,519   $  133,997
</TABLE>

EXPECTED CASH FLOWS

<TABLE>
<CAPTION>
                                          Funded Pension Benefits  Unfunded Pension Benefits
                                          -----------------------  -------------------------
<S>                                       <C>                      <C>
Employer Contributions
2005 (expected) to plan trusts                  $    5,000
2005 (expected) to plan participants                                      $    5,000

Expected Benefit Payments
2005                                            $    8,300                $    5,000
2006                                            $    8,500                $    5,000
2007                                            $    8,900                $    5,000
2008                                            $    9,300                $    5,000
2009                                            $    9,800                $    5,000
2010 - 2014                                     $  180,500                $   25,000
</TABLE>

POSTRETIREMENT MEDICAL AND LIFE INSURANCE EXPENSE

<TABLE>
<CAPTION>
                                                                2004         2003         2002
                                                             ----------   ----------   ----------
<S>                                                          <C>          <C>          <C>
Net Periodic Cost
   Service cost                                              $      664   $      481   $      547
   Interest cost                                                  3,708        4,291        4,027
   Amortization of prior service cost (benefit)                    (742)        (742)        (532)
   Amortization of net actuarial loss (gain)                      1,120        1,088          637
                                                             ----------   ----------   ----------
   Net periodic benefit cost                                 $    4,750   $    5,118   $    4,679
                                                             ==========   ==========   ==========
Actuarial Assumptions
   Discount rate                                                    6.0%        7.25%        7.75%
   Healthcare cost trend rate through 2007                         10.0%         6.0%         6.0%
   Healthcare cost trend rate thereafter                            5.0%         5.0%         5.0%
</TABLE>

                                                                              52
<PAGE>

The company sponsors a defined benefit medical plan for employees who retired
before October 1, 1993. Future retirees may purchase postretirement medical
insurance from the company. Discounts from the market price of postretirement
medical insurance will be provided to certain retirees based on age and length
of remaining service as of October 1, 1993. These discounts are included in the
determination of the accumulated benefit obligation. The company also sponsors a
defined benefit life insurance plan for substantially all employees. The company
funds medical and life insurance benefits on a pay-as-you-go basis.

POSTRETIREMENT MEDICAL AND LIFE INSURANCE OBLIGATION

<TABLE>
<CAPTION>
                                                        2004          2003
                                                     ----------    ----------
<S>                                                  <C>           <C>
Change in benefit obligation
   Benefit obligation, beginning of year             $   63,762    $   60,769
   Service cost                                             664           482
   Interest cost                                          3,708         4,292
   Plan participants' contributions                         741           402
   Actuarial loss (gain)                                 (1,190)        2,308
   Benefits paid                                         (3,680)       (4,531)
   Foreign currency translation                              20            40
                                                     ----------    ----------
   Benefit obligation, end of year                   $   64,025    $   63,762
                                                     ==========    ==========
Net amount recognized
   Funded status                                     $  (64,025)   $  (63,762)
   Unrecognized net (gain) loss                          22,175        22,533
   Unrecognized prior service cost (benefit)             (5,664)       (6,406)
                                                     ----------    ----------
   Net liability recognized                          $  (47,514)   $  (47,635)
                                                     ==========    ==========

Actuarial Assumptions
   Discount rate                                           6.25%          6.0%
   Healthcare cost trend rate
     Through 2007                                                        10.0%
     2005                                                   9.0%
     2006                                                   8.0%
     2007                                                   7.0%
     2008                                                   6.0%
     Thereafter                                             5.0%          5.0%
</TABLE>

Assumed health care cost trend rates have a significant effect on the amounts
reported for health care plans. A one-percentage-point change in assumed health
care cost trend rates would have the following effect:

<TABLE>
<CAPTION>
                                                        1-Percentage            1-Percentage
                                                       Point Increase          Point Decrease
                                                       --------------          --------------
<S>                                                    <C>                     <C>
Effect on postretirement benefit obligation            $        2,322          $       (2,032)
Effect on total of service cost and interest cost                 145                    (127)
</TABLE>

PLANS WITH ACCUMULATED BENEFIT OBLIGATION GREATER THAN PLAN ASSETS

The accumulated postretirement benefit obligation was $64,025 in 2004 and
$63,762 in 2003. There were no plan assets in 2004 or 2003.

                                                                              53
<PAGE>

EXPECTED CASH FLOWS

<TABLE>
<S>                                                              <C>
Employer Contributions
2005 (expected) to plan participants                             $ 3,700

Expected Benefit Payments
2005                                                             $ 3,900
2006                                                             $ 4,300
2007                                                             $ 4,600
2008                                                             $ 4,900
2009                                                             $ 5,200
2010 - 2014                                                      $28,700
</TABLE>

11. CASH FLOW STATEMENTS

<TABLE>
<CAPTION>
                                                                       2004         2003         2002
                                                                    ----------   ----------   ----------
<S>                                                                 <C>          <C>          <C>
AUTOMOTIVE SOLUTIONS
Cash flows provided by (used for) operating activities
   Net income                                                       $   80,620   $   97,683   $   53,393
   Adjustments to reconcile net income to net cash
      provided by operating activities
     Cumulative effect of accounting change                                                       36,563
     Depreciation and amortization                                      48,393       36,237       31,395
     Stock-based compensation                                           11,513       14,650       17,944
     Deferred income taxes                                               6,608       29,237       23,687
     Deferred income taxes transferred from
        financial services                                             (11,567)      (5,514)      (2,866)
     Losses (gains) on sales of assets                                  (2,636)         289        1,605
     Changes in operating assets and liabilities, excluding
        those acquired in business combinations
        Accounts receivable                                             57,111      (20,485)      (2,358)
        Inventories                                                       (411)         933       (2,221)
        Prepaid expenses and other assets                              (12,190)       4,599       11,538
        Accounts payable                                                (6,541)         475          506
        Accrued and other liabilities                                   (9,118)     (26,132)     (10,377)
                                                                    ----------   ----------   ----------
Net cash provided by operating activities                           $  161,782   $  131,972   $  158,809
                                                                    ==========   ==========   ==========

FINANCIAL SERVICES

Cash flows provided by (used for) operating activities
   Net income                                                       $   12,023   $   12,117   $   14,056
   Adjustments to reconcile net income to net cash
     provided by operating activities
     Stock-based compensation                                              126          183           67
     Deferred income taxes                                             (21,973)      (4,040)      (2,269)
     Deferred income taxes transferred to
       automotive solutions                                             11,567        5,514        2,866
     Changes in receivables, other assets
       and other liabilities                                             2,101        4,936        4,737
                                                                    ----------   ----------   ----------
     Net cash provided by operating activities                      $    3,844   $   18,710   $   19,457
                                                                    ==========   ==========   ==========
</TABLE>

                                                                              54
<PAGE>

12. SEGMENT REPORTING

During the first quarter of 2004, the company changed its reporting segments to
reflect the revised organizational structure of the company. In executing this
realignment, the company changed its method of allocating certain revenues and
expenses. Prior year financial results were restated, to the extent possible, to
reflect financial results consistent with the current year. It was not practical
to restate financial statements for all changes. The estimated effect of these
non restated items was to increase Software Solutions 2004 revenues by $9,600
and operating income by $7,200. The offsetting unfavorable effect of these
changes was included in the Services segment.

The Software Solutions segment provides computer solutions including computer
hardware, integrated software packages, software enhancements and related
support. The Software Solutions segment includes the operating results of
Incadea GmbH which had revenues of $6,036 and an operating loss of $5,996 in
2004.

The Services segment includes installation and maintenance of computer hardware,
software training and consulting services.

The Documents segment manufactures and distributes printed business forms
primarily to automotive retailers.

The Financial Services segment provides financing, principally for sales of the
company's computer solutions and services, through the company's wholly-owned
affiliates, Reyna Capital Corporation, Reyna Funding L.L.C. and a similar
operation in Canada.

In 2005, the company's segment reporting will consist of three reporting
segments; Software Solutions, Documents and Financial Services. Software
Solutions will be comprised of the former Software Solutions segment and the
former Services segment. This reporting will reflect the most recent management
reorganization which places all software solutions and related services under
common leadership. This reporting will benefit investors, providing a truer
economic picture of the company's solutions by combining the operating results
of products and related services that are sold together. For example, software
licenses and related software training will be included in a single segment. In
2004, these items were separated, with software licenses reported in the
Software Solutions segment and the related software training reported in the
Services segment. Management will review the financial results of Software
Solutions, Documents and Financial Services to measure performance and allocate
resources. There will be no changes in the reporting of the Documents and
Financial Services segments.

REPORTING SEGMENTS

<TABLE>
<CAPTION>
                                               2004           2003           2002
                                           ------------   ------------   ------------
<S>                                        <C>            <C>            <C>
Net sales and revenues
   Software solutions                      $    539,763   $    540,572   $    497,874
   Services                                     244,410        256,902        269,277
   Documents                                    166,254        174,239        183,523
   Financial services                            31,814         36,532         41,709
                                           ------------   ------------   ------------
   Total net sales and revenues            $    982,241   $  1,008,245   $    992,383
                                           ============   ============   ============

Operating income (loss)
   Software solutions                      $    127,299   $    136,822   $    107,391
   Services                                     (27,318)       (11,690)        (3,198)
   Documents                                     25,998         29,967         34,136
   Financial services                            17,999         20,539         22,924
                                           ------------   ------------   ------------
   Total operating income                  $    143,978   $    175,638   $    161,253
                                           ============   ============   ============

Assets
   Automotive solutions                    $    708,055   $    746,342   $    747,553
   Financial services                           352,812        395,494        407,605
                                           ------------   ------------   ------------
   Total assets                            $  1,060,867   $  1,141,836   $  1,155,158
                                           ============   ============   ============
</TABLE>

                                                                              55
<PAGE>

<TABLE>
<S>                                        <C>            <C>            <C>
Investments in equity method investees     $      7,325   $      5,376   $      8,270
Capital expenditures                             33,783         57,810         37,067
Depreciation and amortization                    48,393         36,237         31,395
</TABLE>

GEOGRAPHIC AREAS

The company provides integrated computer systems products and services and
manufactures and distributes printed business forms primarily in the United
States.

<TABLE>
<CAPTION>
                                               2004           2003           2002
                                           ------------   ------------   ------------
<S>                                        <C>            <C>            <C>
United States
    Net sales and revenues                 $    911,992   $    943,769   $    930,144
    Long-lived assets                      $    396,149   $    414,520   $    377,168

Canada
    Net sales and revenues                 $     58,868   $     59,828   $     55,624
    Long-lived assets                      $      4,118   $      4,763   $      3,089

Other International
    Net sales and revenues                 $     18,517   $     13,051   $     12,868
    Long-lived assets                      $     13,077   $         94   $         29

Elimination of intersegment sales          $     (7,136)  $     (8,403)  $     (6,253)

Totals
    Net sales and revenues                 $    982,241   $  1,008,245   $    992,383
    Long-lived assets                      $    413,344   $    419,377   $    380,286
</TABLE>

13. CONTINGENCIES

In 2000, the company was named a defendant in a cost recovery lawsuit filed by a
PRP coalition in the United States District Court for Southern District of Ohio
regarding an environmental remediation site in Dayton, Ohio. The court has
ordered the parties to participate in non-binding mediation; however, the
mediation did not result in resolution of the matter. The company continues to
negotiate with the PRP coalition and the company believes that this matter can
still be resolved by settlement. The company believes that the reasonably
foreseeable resolution of this matter will not have a material adverse effect on
the financial statements.

In 2000, the company sold the net assets of its Information Solutions segment to
the Carlyle Group. The Carlyle Group renamed the business Relizon Corporation.
The company became secondarily liable under new real estate leases after being
released as primary obligor for facilities leased and paid by Relizon. This
contingent liability, which matures in January 2006, was $882 as of September
30, 2004. Also in connection with the sale of these operations to the Carlyle
Group, the company remained contingently liable for a portion of long-term debt,
which is collateralized by a Relizon facility in Canada and matures in 2007. In
connection with this contingent liability, the company secured a standby letter
of credit which expires in 2007. As of September 30, 2004, the unamortized
balance on this letter of credit was $1,580.

Subsequent to the company's announcement on June 24, 2004, regarding third
quarter earnings, two shareholder class action complaints and one shareholder
derivative claim were filed in the United States District Court for the Southern
District of Ohio. A second shareholder derivative claim was filed in the Court
of Common Pleas in Montgomery County, Ohio. The class action complaints allege
that the company, a current officer and a former officer violated provisions of
the Securities Exchange Act of 1934. On October 19, 2004, the plaintiffs in one
of the shareholder class actions voluntarily moved to dismiss the action,
without prejudice. The shareholder derivative claims were filed against the
company, as nominal defendant, members of the Board of Directors and certain
executive officers and allege breach of fiduciary duty, and other violations of
law. The company denies that these allegations have any merit and will
vigorously defend against these actions.

                                                                              56
<PAGE>

The company is also subject to other claims and lawsuits that arise in the
ordinary course of business. The company believes that the reasonably
foreseeable resolution of these matters will not have a material adverse effect
on the financial statements.

14. ACCOUNTING CHANGE

Effective October 1, 2003, the company elected to adopt the provisions of SFAS
No. 123, "Accounting for Stock-Based Compensation" and began recognizing stock
option expense in the Statements of Consolidated Income. Under the fair value
recognition provisions of SFAS No. 123, stock-based compensation cost is
measured at the grant date based on the fair value of the award and is
recognized as expense over the vesting period. SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure" provides three alternative
methods for reporting this change in accounting principle. The company elected
the retroactive restatement method which required that all periods presented be
restated to reflect stock-based compensation cost under the fair value based
accounting method of SFAS No. 123 for all awards granted, modified or settled in
fiscal years beginning after December 15, 1994. Accordingly, prior year
financial statements have been restated to reflect the adoption of SFAS No. 123.
For the twelve months ended September 30, 2003 and September 30, 2002, income
before income taxes was reduced by $14,441 and $17,274, the provision for income
taxes was decreased by $5,224 and $5,734 and net income was reduced by $9,217
(or $.13 per share) and $11,540 (or $.16 per share), respectively. As of
September 30, 2003, deferred income tax assets were increased by $17,781,
capital stock was increased by $38,538 and retained earnings was reduced by
$20,757.

15. ACCOUNTING STANDARDS

In May 2004, the FASB staff issued FASB Staff Position SFAS 106-2, "Accounting
and Disclosure Requirements Related to the Medicare Prescription Drug,
Improvement and Modernization Act of 2003" (the "Act"). This statement
prescribes accounting for the Act and is effective for interim periods beginning
after June 15, 2004. The company has determined that the benefits provided to
retirees under the company's prescription drug plan are not actuarially
equivalent to the benefits provided under the Act. Therefore, the company will
not qualify for the subsidy provided by the Act and the adoption of SFAS 106-2
did not have a material effect on the financial statements.

                                                                              57
<PAGE>

16. QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
                                                       First          Second           Third          Fourth
                                                      Quarter         Quarter         Quarter         Quarter
                                                   -------------   -------------   -------------   -------------
<S>                                                <C>             <C>             <C>             <C>
2004
Net sales and revenues                             $     248,403   $     249,492   $     242,830   $     241,516

Gross profit                                       $     138,587   $     140,957   $     134,350   $     129,860

Net income                                         $      23,822   $      26,357   $      22,019   $      20,445
   Basic earnings per common share                 $         .35   $         .40   $         .34   $         .31
   Diluted earnings per common share               $         .34   $         .38   $         .33   $         .31

Cash dividends declared per share
   Class A common                                  $         .11   $         .11   $         .11   $         .11
   Class B common                                  $       .0055   $       .0055   $       .0055   $       .0055

Closing market prices of Class A common shares
   High                                            $       29.35   $       29.71   $       30.58   $       25.10
   Low                                             $       26.42   $       26.51   $       22.70   $       21.21

2003
Net sales and revenues                             $     246,648   $     255,099   $     250,405   $     256,093

Gross profit                                       $     137,854   $     140,700   $     138,762   $     142,084

Net income                                         $      25,573   $      26,990   $      26,205   $      31,032
   Basic earnings per common share                 $         .37   $         .40   $         .38   $         .46
   Diluted earnings per common share               $         .36   $         .39   $         .37   $         .44

Cash dividends declared per share
   Class A common                                  $         .11   $         .11   $         .11   $         .11
   Class B common                                  $       .0055   $       .0055   $       .0055   $       .0055

Closing market prices of Class A common shares
   High                                            $       27.27   $       26.90   $       29.90   $       29.88
   Low                                             $       19.90   $       22.99   $       25.41   $       26.87
</TABLE>

                                                                              58
<PAGE>

                               VALUATION ACCOUNTS
             FOR THE YEARS ENDED SEPTEMBER 30, 2004, 2003, AND 2002
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
Column A                                Column B       Column C          Column D      Column E
                                                   ----Additions----  --Deductions--
                                         Balance   Charged
                                           at      to Costs             Write-offs     Balance
                                        Beginning    and       Other       Net of       At End
Description                              of Year   Expenses     (a)     Recoveries     of Year
- ---------------------------------       ---------  --------    -----    ----------     -------
<S>                                     <C>        <C>         <C>    <C>              <C>
Valuation Accounts - Deducted From Assets to Which They Apply

AUTOMOTIVE SOLUTIONS
Reserves for accounts receivable:
    Year ended September 30, 2004       $   5,253  $  7,485    $   9    $    6,343     $ 6,404
    Year ended September 30, 2003       $   4,902  $  4,399    $ 213    $    4,261     $ 5,253
    Year ended September 30, 2002       $   3,662  $  6,363   ($ 538)   $    4,585     $ 4,902

Reserves for credit memos:
    Year ended September 30, 2004       $  11,691  $ 25,514    $  71    $   26,167     $11,109
    Year ended September 30, 2003       $  10,321  $ 31,153    $ 173    $   29,956     $11,691
    Year ended September 30, 2002       $   6,724  $ 32,021   ($   7)   $   28,417     $10,321

Reserves for inventories:
    Year ended September 30, 2004       $   1,665  $  1,164    $   7    $    2,203     $   633
    Year ended September 30, 2003       $   1,320  $  1,222    $  19    $      896     $ 1,665
    Year ended September 30, 2002       $     970  $  1,965    $ 110    $    1,725     $ 1,320

FINANCIAL SERVICES
Reserves for finance receivables:
    Year ended September 30, 2004       $   6,705  $  3,064    $ 557    $    3,625     $ 6,701
    Year ended September 30, 2003       $   6,184  $  3,765    $ 566    $    3,810     $ 6,705
    Year ended September 30, 2002       $   5,956  $  4,450    $ 533    $    4,755     $ 6,184
</TABLE>

(a) Includes adjustments from translation of foreign currency to United States
dollars, the effects of acquisitions of businesses and transfers between
reserves.

                                                                              59

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.C
<SEQUENCE>2
<FILENAME>l10970aexv4wc.txt
<DESCRIPTION>RIGHTS AGENT APPOINTMENT LETTER
<TEXT>
<PAGE>

                                                                  EXHIBIT (4)(c)

October 26, 2004

Ms. Suzanne Swits

Wells Fargo Bank, N.A.
Vice President Account Management
Shareowner Services
161 North Concord Exchange
South St. Paul, MN 55075-1139

Subject: Appointment of Wells Fargo as Rights Agent

Ms. Swits:

By this letter, I, Douglas M. Ventura, Executive Vice President Operations,
General Counsel and Secretary, appoint Wells Fargo Bank, N.A., as Rights Agent
for The Reynolds and Reynolds Company Amended and Restated Shareholder Rights
Agreement (the"Rights Agreement"), effective as of the date of your acceptance
on page 2 of this letter. This appointment is made pursuant to Section 21 of the
Rights Agreement. The appointment is being made following the termination of
Mellon Investor Services, LLC as Rights Agent under the same Rights Agreement.

We appreciate your agreeing to serve as our Rights Agent, and we look forward to
continuing to do business with you in your capacity as Rights Agent and Transfer
Agent.

Please acknowledge your acceptance of this appointment by signature below, and
return one original of this letter to me at the address above.

Sincerely,

Douglas M. Ventura

DMV/ksb

<PAGE>

Suzanne Swits
Page 2
October 26, 2004

I hereby acknowledge and accept this appointment on behalf of Wells Fargo Bank,
N.A.:

Name: _______________________________     Signature: ___________________________

Title:_________________________________________ Date:___________________________

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.G
<SEQUENCE>3
<FILENAME>l10970aexv10wg.txt
<DESCRIPTION>FORM OF RETENTION LETTER AGREEMENTS
<TEXT>
<PAGE>
                                                                 EXHIBIT (10)(g)

                      [Form of Retention Letter Agreements]

                                  July 20, 2004

[Dale Medford]
[Douglas M. Ventura]
[Michael J. Berry]
[Eleven Other Officers]
Mailstop: OHA2 03-80

Dear _______:

It is my pleasure to notify you that as of July 14, 2004 the Board of Directors
of Reynolds & Reynolds has included you with a select group of key executives
who will participate in the newly approved Retention Plan.

The reason you are included in this Retention Plan is that the Board and I feel
the Reynolds executive team is strong and will be a key factor in moving us
through the transition. Your contribution to this team is critical. We need you
engaged in the business problems at hand and comfortable that your employment
status is secure. This Plan, as described below, will provide that security to
you so you can help set the stage for our future growth and accomplishments.

This Plan consists of two components, the retention award and the enhanced
severance benefit. The retention award is a combination of cash and restricted
shares that will be delivered to you on the date six months subsequent to our
new CEO's first day of work. This award is contingent on your continued
employment with Reynolds throughout the selection period for the new CEO and the
following six month transition period.

Your award will be:

        Cash -                         [$125,000 in the case of Medford,
                                       Ventura and Berry]

        Restricted Stock Award -       [6,000 shares in the case of Medford,
                                       Ventura and Berry]

In addition, your severance benefit has been increased to provide you with
additional benefits in case business conditions require you to be released, a
change to your base pay, bonus potential (different than others at your current
level), or geographic location. This increased benefit will begin now and be in
effect through one year after the new CEO is hired and will provide you with 1
month/year of service with a one year minimum and a two year maximum.

Again, let me emphasize, your commitment to Reynolds and our commitment to you
is mutual. As a team we can drive Reynolds to become the premier company we have
the potential to be.

Thank you in advance for your dedication to getting it done.

Sincerely,

Phil Odeen

<PAGE>

                                 August 16, 2004

[To _______]
Mailstop:

Dear____:

This letter provides further details regarding the terms of your retention award
and benefit described in my letter of July 20, 2004 [IN THE CASE OF MEDFORD,
VENTURA AND BERRY: (the "retention letter"). Please note that a description of
the benefits under this letter and the retention letter will be disclosed in the
Company's 10-K for the fiscal year ended September 30, 2004, but your individual
letter will not be filed. Your award will be further described in the 2005 proxy
statement, including the amount of cash and restricted stock to be awarded to
you.]

[IN THE CASE OF MEDFORD, VENTURA AND BERRY: Under the securities laws, a grant
of restricted stock, even though not vested, is considered an acquisition of
stock. Therefore, you will also be required to file a Form 4 by the end of the
business day on August 18th. Stock Plan Administration will file the Form 4 on
your behalf.]

As you know, the Plan consists of two components, the retention award and the
enhanced severance benefit. The effective date of both is August 16, 2004. The
retention award is a combination of cash and restricted stock. The restricted
stock award will be issued pursuant to The Reynolds and Reynolds Company 2004
Executive Stock Incentive Plan.

As a point of clarification, for purposes of the enhanced severance benefit, the
following applies:

- - A "change in control" will not, in and of itself, be deemed a "business
condition" that entitles you to the enhanced severance benefit. [IN THE CASE OF
MEDFORD, VENTURA, BERRY AND TWO OTHER OFFICERS: Moreover, if you are a party to
a change of control agreement or other arrangement with the company and a change
of control occurs after the company's hiring of a new CEO and, as a result of
the change in control, you are released, you will be entitled to receive only
that benefit, if any, under the change of control agreement or arrangement and
will not be entitled to receive the enhanced severance benefit.]

- - In determining whether a "change to your base pay" or "bonus potential" has
occurred, the company will look to the amount of your base pay or potential
bonus in effect immediately preceding August 16, 2004.

- - A change in "geographic location" will not be deemed to occur for purposes of
receiving the enhanced severance benefit if the change results from your
request.

- - You will not be entitled to the enhanced severance benefit upon your death,
disability (unless short-term disability), voluntary termination, or, in any
case, as a result of a termination for cause.

As a team we can drive Reynolds to become the premier company we have the
potential to be. Thank you in advance for your dedication to getting it done.

Sincerely,
Phil Odeen

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.M
<SEQUENCE>4
<FILENAME>l10970aexv10wm.txt
<DESCRIPTION>AMENDED & RESTATED 2004 EXEC. STOCK INCENTIVE PLAN
<TEXT>
<PAGE>

                                                                 EXHIBIT (10)(m)

                        THE REYNOLDS AND REYNOLDS COMPANY
                    AMENDED AND RESTATED 2004 EXECUTIVE STOCK
                                 INCENTIVE PLAN

                                   SECTION 1.
                                     PURPOSE

      The purpose of this Amended and Restated Plan is to continue to promote
the growth and prosperity of the Company and its Subsidiaries by providing
Eligible Recipients with an additional incentive to contribute to the Company's
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 Eligible Recipients with those of the Company's
shareholders. The Plan provides for the grant of Incentive Stock Options,
Non-Qualified Stock Options, Restricted Stock Awards, Restricted Stock Units and
Stock Appreciation Rights to aid the Company in obtaining these goals and is a
restatement and amendment in its entirety of the Plan approved by the
shareholders on February 12, 2004.

                                   SECTION 2.
                                   DEFINITIONS

      As used in this Plan and any Stock Incentive Agreement, the following
terms shall have the following meanings:

      2.1 BOARD means the Board of Directors of the Company.

      2.2 CAUSE shall mean, with respect to any Participant who is a member of
the Board who is not an employee of the Company, a termination of employment or
service on the Board (by removal or failure of the Board to nominate the
Participant) whenever occasioned by (a) the willful and continued failure by the
Participant to substantially perform the Participant's duties with the Company
or a Subsidiary (other than any such failure resulting from the Participant's
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 (b) the
willful engaging by the Participant 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
Participant's part shall be deemed "willful" unless done, or omitted to be done,
by the Participant not in good faith and without reasonable belief that the
Participant's act, or failure to act, was in the best interest of the Company.

      2.3 CHANGE OF CONTROL means any of the following:

            (a) any "person" as such term is used in Sections 13(d) and 14(d) of
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), becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 50% or more of the
combined voting power of the Company's then outstanding securities; or

            (b) during any period of two (2) consecutive years (not including
any period prior to the effective date of this Plan); individuals who at the
beginning of such period constitute the Board, and any new member of the Board
(other than a member of the Board designated by a person who has entered

2004 Executive Stock Incentive Plan
Amended and Restated November 8, 2004         1                  Revised 11/3/04

<PAGE>

into an agreement with the Company to effect a transaction described in
subsections (a), (b) or (c) of this Section) whose election by the Company's
shareholders was approved by a vote of at least two-thirds (2/3) of the members
of the Board 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; or

            (c) the shareholders of the Company approve a merger or
consolidation of the Company with any other Company, other than (1) a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting power of the voting
securities of the Company or such surviving entity 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 herein defined) acquires more than 50% of the combined voting power
of the Company's then outstanding securities; or

            (d) 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.

      2.4 CODE means the Internal Revenue Code of 1986, as amended.

      2.5 COMMITTEE means the Compensation Committee of the Board or any other
committee appointed by the Board to administer the Plan, as specified in Section
5 hereof. Any such committee must be comprised entirely of Outside Directors who
are "independent" as that term is defined in the rules of the New York Stock
Exchange.

      2.6 COMMON STOCK means the Class A common shares of the Company.

      2.7 COMPANY means The Reynolds and Reynolds Company, an Ohio corporation,
and any successor to such organization.

      2.8 DISABILITY shall mean disability as determined by the Committee in its
sole and absolute discretion.

      2.9 ELIGIBLE RECIPIENT means a Key Employee and/or a Key Person.

      2.10 EXCHANGE ACT means the Securities Exchange Act of 1934, as amended.

      2.11 EXERCISE PRICE means the price that shall be paid to purchase one (1)
Share upon the exercise of an Option granted under this Plan.

      2.12 FAIR MARKET VALUE of a Share on any date means the mean between the
highest and lowest reported selling prices on a national securities exchange of
a Share as reported in the appropriate composite listing for said exchange on
such date, or, if no such sales occurred on such date, then on the next
preceding date on which a sale is made. In the event the Shares are traded in
the over-the-counter market, Fair Market Value of a Share means the mean between
the "high" and "low" quotations in the over-the-counter market on such date, 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.

2004 Executive Stock Incentive Plan
Amended and Restated November 8, 2004         2                  Revised 11/3/04

<PAGE>

      2.13 INSIDER means an individual who is, on the relevant date, an officer,
member of the Board or ten percent (10%) beneficial owner of any class of the
Company's equity securities that is registered pursuant to Section 12 of the
Exchange Act, all as defined under Section 16 of the Exchange Act.

      2.14 INDEPENDENT DIRECTOR means a director who is determined to be
"independent" as that term is defined by the listing standards of the New York
Stock Exchange, as the same may be amended from time to time (this amendment is
effective September 27, 2004).

      2.15 ISO means an option granted under this Plan to purchase Shares that
is intended by the Company to satisfy the requirements of Code Section 422 as an
incentive stock option.

      2.16 KEY EMPLOYEE means any key employee of the Company or any Subsidiary,
holding positions at or above the director level and such other key employees,
regardless of title or designation, as shall, in the determination of the
Committee, be responsible in the future for the duties presently being
discharged by employees at or above the director level.

      2.17 KEY PERSON means (1) a member of the Board who is not a Key Employee,
or (2) a consultant or advisor who is eligible to receive shares which are
registered on SEC Form S-8 (this amendment is effective September 27, 2004).

      2.18 NQSO means an option granted under this Plan to purchase Shares which
is not intended by the Company to satisfy the requirements of Code Section 422.

      2.19 OPTION means an ISO or a NQSO.

      2.20 OUTSIDE DIRECTOR means a member of the Board who is not an Key
Employee and who qualifies as (1) a "non-employee director" under Rule
16b-3(b)(3) under the 1934 Act, as amended from time to time, and (2) an
"outside director" under Code Section 162(m) and the regulations promulgated
thereunder.

      2.21 PARTICIPANT means an individual who receives a Stock Incentive
hereunder.

      2.22 PERFORMANCE-BASED EXCEPTION means the performance-based exception
from the tax deductibility limitations of Code Section162(m).

      2.23 PERFORMANCE PERIOD shall mean the period during which a performance
goal must be attained with respect to a Stock Incentive which is performance
based, as determined by the Committee pursuant to Section 14.3 hereof.

      2.24 PLAN means this plan, The Reynolds and Reynolds Company Amended and
Restated 2004 Executive Stock Incentive Plan, as it may be further amended from
time to time.

      2.25 QUALIFYING EVENT shall mean, with respect to a Participant, such
Participant's death, Disability or Retirement.

      2.26 RESTRICTED STOCK AWARD means an award of Shares granted to a
Participant under this Plan which is subject to restrictions in accordance with
the terms and provisions of this Plan and the applicable Stock Incentive
Agreement.

2004 Executive Stock Incentive Plan
Amended and Restated November 8, 2004         3                  Revised 11/3/04

<PAGE>

      2.27 RESTRICTED STOCK UNIT means a contractual right granted to a
Participant under this Plan to receive a Share (or cash equivalent) which is
subject to restrictions of this Plan and the applicable Stock Incentive
Agreement.

      2.28 RETIREMENT shall mean, with respect to an Eligible Recipient, such
Eligible Recipient's (i) termination of employment or cessation of performing
services after attainment of age 55 and completion of at least fifteen (15)
years of service with the Company or Subsidiary, or (ii) termination of
employment or cessation of performing services after attainment of age 65 and
completion of at least five (5) years of service with the Company or Subsidiary.

      2.29 SHARE means a share of Common Stock.

      2.30 STOCK APPRECIATION RIGHT means a right granted to a Participant
pursuant to the terms and provisions of this Plan whereby the individual,
without payment to the Company (except for any applicable withholding or other
taxes), receives Shares, or such other consideration as the Committee may
determine, in an amount equal to the excess of the Fair Market Value per Share
on the date on which the Stock Appreciation Right is exercised over the exercise
price per Share noted in the Stock Appreciation Right, for each Share subject to
the Stock Appreciation Right.

      2.31 STOCK INCENTIVE means an ISO, a NQSO, a Restricted Stock Award, a
Restricted Stock Unit or a Stock Appreciation Right.

      2.32 STOCK INCENTIVE AGREEMENT means a document issued by the Company or a
Subsidiary to a Participant evidencing an award of a Stock Incentive.

      2.33 SUBSIDIARY means any corporation in which more than fifty percent
(50%) of the voting stock is owned or controlled, directly or indirectly, by the
Company.

      2.34 TEN PERCENT SHAREHOLDER means a person who owns (after taking into
account the attribution rules of Code Section 424(d)) more than ten percent
(10%) of the total combined voting power of all classes of shares of stock of
either the Company or a Subsidiary.

                                   SECTION 3.
                       SHARES SUBJECT TO STOCK INCENTIVES

      The total number of Shares that may be issued pursuant to Stock Incentives
under this Plan shall not exceed Three Million, Three Hundred Thousand
(3,300,000), of which not more than Two Million, Nine Hundred Thousand
(2,900,000) may be used for Restricted Stock Awards and Restricted Stock Units,
each as adjusted pursuant to Section 10. Such Shares shall be reserved, to the
extent that the Company deems appropriate, from authorized but unissued Shares,
and from Shares which have been reacquired by the Company. To the extent
permitted by applicable law or regulation, if a Stock Incentive is canceled,
forfeited, exchanged or otherwise expires the Shares with respect to such Stock
Incentive may become available for reissuance under this Plan. Notwithstanding
the preceding sentence, no Participant may be granted any Stock Incentive
covering an aggregate number of Shares in excess of Five Hundred Thousand
(500,000) in any calendar year as adjusted pursuant to Section 10.

                                   SECTION 4.
                                 EFFECTIVE DATE

2004 Executive Stock Incentive Plan
Amended and Restated November 8, 2004         4                  Revised 11/3/04

<PAGE>

      The effective date of this Plan shall continue to be February 12, 2004,
which is the date on which the shareholders of the Company originally approved
the Plan. However, the effective dates of certain amendments to this Plan are as
set forth herein.

                                   SECTION 5.
                                 ADMINISTRATION

      5.1 GENERAL ADMINISTRATION. This Plan shall be administered by the
Committee. The Committee, acting in its absolute discretion, shall exercise such
powers and take such action as expressly called for under this Plan. The
Committee shall have the power to interpret this Plan and, subject to the terms
and provisions of this Plan, to take such other action in the administration and
operation of the Plan as it deems equitable under the circumstances. The
Committee's actions shall be binding on the Company, on each affected Eligible
Recipient, and on each other person directly or indirectly affected by such
actions.

      5.2 AUTHORITY OF THE COMMITTEE. Except as limited by law or by the
Articles of Incorporation or Code of Regulations of the Company, and subject to
the provisions herein, the Committee shall have full power to select Eligible
Recipients who shall participate in the Plan, to determine the sizes and types
of Stock Incentives in a manner consistent with the Plan, to determine the terms
and conditions of Stock Incentives in a manner consistent with the Plan, to
construe and interpret the Plan and any agreement or instrument entered into
under the Plan, to establish, amend or waive rules and regulations for the
Plan's administration, and to amend the terms and conditions of any outstanding
Stock Incentives as allowed under the Plan and such Stock Incentives. Further,
the Committee may make all other determinations which may be necessary or
advisable for the administration of the Plan. The Committee may seek the
assistance of such persons as it may see fit in carrying out its routine
administrative functions concerning the Plan.

      5.3 DELEGATION OF AUTHORITY. The members of the Committee and any other
persons to whom authority has been delegated shall be appointed from time to
time by, and shall serve at the discretion of, the Board. The Committee may
appoint one or more separate committees (any such committee, a "Subcommittee")
composed of two or more Outside Directors of the Company (who may but need not
be members of the Committee) and may delegate to any such Subcommittee the
authority to grant Stock Incentives, and/or to administer the Plan or any aspect
of it. Notwithstanding any provision of this Plan to the contrary, the Board may
assume the powers and responsibilities granted to the Committee or other
delegate at any time, in whole or in part. Moreover, only the Committee may
grant Stock Incentives that may meet the Performance-Based Exception, and only
the Committee may grant Stock Incentives to Insiders that may be exempt from
Section 16(b) of the Exchange Act.

      5.4 DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the provisions of this Plan and all related orders and
resolutions of the Committee shall be final, conclusive and binding on all
persons, including the Company, its shareholders, members of the Board, Eligible
Recipients, Participants, and their estates and beneficiaries.

                                   SECTION 6.
                                   ELIGIBILITY

      Eligible Recipients selected by the Committee shall be eligible for the
grant of Stock Incentives under this Plan, but no Eligible Recipient shall have
the right to be granted a Stock Incentive under this Plan merely as a result of
his or her status as an Eligible Recipient. Only Key Employees shall be eligible
to receive a grant of ISOs.

2004 Executive Stock Incentive Plan
Amended and Restated November 8, 2004         5                  Revised 11/3/04

<PAGE>

                                    SECTION 7
                            TERMS OF STOCK INCENTIVES

      7.1 TERMS AND CONDITIONS OF ALL STOCK INCENTIVES.

            (a) Grants of Stock Incentives. Subject to subsection (e) below, the
Committee, in its absolute discretion, shall grant Stock Incentives under this
Plan from time to time and shall have the right to grant new Stock Incentives in
exchange for outstanding Stock Incentives; provided, however, the Committee
shall not have the right to (1) lower the Exercise Price of an existing Option,
(2) any action which would be treated as a "repricing" under generally accepted
accounting principles, or (3) canceling of an existing Option at a time when its
Exercise Price exceeds the fair market value of the underlying stock subject to
such Option in exchange for another Option, a Restricted Stock Award, or other
equity in the Company (except as provided in Sections 10 and 11). Stock
Incentives shall be granted to Eligible Recipients selected by the Committee,
and the Committee shall be under no obligation whatsoever to grant any Stock
Incentives, or to grant Stock Incentives to all Eligible Recipients, or to grant
all Stock Incentives subject to the same terms and conditions.

            (b) Shares Subject to Stock Incentives. The number of Shares as to
which a Stock Incentive shall be granted shall be determined by the Committee in
its sole discretion, subject to the provisions of Section 3 as to the total
number of Shares available for grants under the Plan, and to any other
restrictions contained in this Plan.

            (c) Stock Incentive Agreements. Each Stock Incentive shall be
evidenced by a Stock Incentive Agreement executed by the Company or a
Subsidiary, and may also be executed by the Participant or accepted by the
Participant by electronic transmission, which shall be in such form and contain
such terms and conditions as the Committee in its discretion may, subject to the
provisions of the Plan, from time to time determine.

            (d) Date of Grant. The date a Stock Incentive is granted shall be
the date on which the Committee (1) has approved the terms and conditions of the
Stock Incentive Agreement, (2) has determined the recipient of the Stock
Incentive and the number of Shares covered by the Stock Incentive and (3) has
taken all such other action necessary to direct the grant of the Stock
Incentive.

            (e) Dividend Equivalents. The Committee may grant dividend
equivalents to any Participant. The Committee shall establish the terms and
conditions to which the dividend equivalents are subject. Dividend equivalents
may be granted only in connection with a Stock Incentive. Under a dividend
equivalent, a Participant shall be entitled to receive currently or in the
future payments equivalent to the amount of dividends paid by the Company to
holders of Common Stock with respect to the number of dividend equivalents held
by the Participant. The dividend equivalent may provide for payment in Common
Stock or in cash, or a fixed combination of Common Stock or cash, or the
Committee may reserve the right to determine the manner of payment at the time
the dividend equivalent is payable.

            (f) Deferral Elections. The Committee may permit or require
Participants to elect to defer the issuance of Common Stock or the settlement of
awards in cash under this Plan pursuant to such rules, procedures, or programs
as it may establish from time to time. However, notwithstanding the preceding
sentence, the Committee shall not, in establishing the terms and provisions of
any Stock Incentive, or in exercising its powers under this Article, create any
arrangement which would constitute an employee pension benefit plan as defined
in ERISA Section 3(3) unless the arrangement provides benefits solely to one or
more individuals who constitute members of a select group of management or
highly compensated employees.

2004 Executive Stock Incentive Plan
Amended and Restated November 8, 2004         6                  Revised 11/3/04

<PAGE>

      7.2 TERMS AND CONDITIONS OF OPTIONS.

            (a) Grants of Options. Each grant of an Option shall be evidenced by
a Stock Incentive Agreement that shall specify whether the Option is an ISO or
NQSO, and incorporate such other terms as the Committee deems consistent with
the terms of this Plan and, in the case of an ISO, necessary or desirable to
permit such Option to qualify as an ISO. The Committee and/or the Company may
modify the terms and provisions of an Option in accordance with Section 12 of
this Plan even though such modification may change the Option from an ISO to a
NQSO.

            (b) Determining Optionees. In determining Eligible Recipient(s) to
whom an Option shall be granted and the number of Shares to be covered by such
Option, the Committee may take into account the duties of the Eligible
Recipient, the contributions of the Eligible Recipient to the success of the
Company, and other factors deemed relevant by the Committee, in connection with
accomplishing the purpose of this Plan. An Eligible Recipient who has been
granted an Option to purchase Shares, whether under this Plan or otherwise, may
be granted one or more additional Options. If the Committee grants an ISO and a
NQSO to an Eligible Recipient on the same date, the right of the Eligible
Recipient to exercise one such Option shall not be conditioned on the Eligible
Recipient's failure to exercise the other such Option.

            (c) Exercise Price. Subject to adjustment in accordance with Section
10 and the other provisions of this Section, the Exercise Price shall be
specified in the applicable Stock Incentive Agreement. With respect to each
grant of an ISO to a Participant who is not a Ten Percent Shareholder, the
Exercise Price shall not be less than the Fair Market Value of a Share on the
date the ISO is granted. With respect to each grant of an ISO to a Participant
who is a Ten Percent Shareholder, the Exercise Price shall not be less than one
hundred ten percent (110%) of the Fair Market Value of a Share on the date the
ISO is granted. If a Stock Incentive is a NQSO, the Exercise Price for each
Share shall be no less than (1) the minimum price required by applicable state
law, or (2) the minimum price required by the Company's governing instrument, or
(3) $0.01, whichever price is greatest. Any Stock Incentive intended to meet the
Performance-Based Exception must be granted with an Exercise Price not less than
the Fair Market Value of a Share determined as of the date of such grant.

            (d) Option Term. Each Option granted under this Plan shall be
exercisable in whole or in part at such time or times as set forth in the
related Stock Incentive Agreement, but no Stock Incentive Agreement shall:

                  (i) make an Option exercisable prior to the date such Option
is granted or after it has been exercised in full; or

                  (ii) make an Option exercisable after the date that is (A) the
seventh (7th) anniversary of the date such Option is granted, if such Option is
a NQSO or an ISO granted to a non-Ten Percent Shareholder, or (B) the date that
is the fifth (5th) anniversary of the date such Option is granted, if such
Option is an ISO granted to a Ten Percent Shareholder.

Options issued under the Plan may become exercisable based on the service of a
Participant, or based upon the attainment (as determined by the Committee) of
performance goals established pursuant to one or more of the performance
criteria listed in Section 14. Any Option which becomes exercisable based on the
attainment of performance goals must have its performance goals determined by
the Committee based upon one or more of the performance criteria listed in
Section 14, and must have the attainment of such performance goals certified in
writing by the Committee in order to meet the Performance-Based Exception. A
Stock Incentive Agreement may provide for the exercise of an Option after the
employment of a Key Employee has terminated for any reason whatsoever, including
the occurrence of a Qualifying

2004 Executive Stock Incentive Plan
Amended and Restated November 8, 2004         7                  Revised 11/3/04

<PAGE>

Event. The Key Employee's rights, if any, upon termination of employment will be
set forth in the applicable Stock Incentive Agreement.

            (e) Payment. Options shall be exercised by the delivery of a written
notice of exercise to the Company, specifying the number of Shares with respect
to which the Option is to be exercised accompanied by full payment for the
Shares. Payment for shares of Stock shall be made in cash or, unless the Stock
Incentive Agreement provides otherwise, by delivery to the Company of a number
of Shares that have been owned and completely paid for by the holder for at
least six (6) months prior to the date of exercise (i.e., "mature shares" for
accounting purposes) having an aggregate Fair Market Value equal to the amount
to be tendered, or a combination thereof. In addition, unless the Stock
Incentive Agreement provides otherwise, the Option may be exercised through a
brokerage transaction as permitted under the provisions of Regulation T
applicable to cashless exercises promulgated by the Federal Reserve Board so
long as the Company's equity securities are registered under Section 12 of the
Exchange Act, unless prohibited by Section 402 of the Sarbanes-Oxley Act of
2002. Notwithstanding the foregoing, with respect to any Option recipient who is
an Insider, a tender of shares or, if permitted by applicable law, a cashless
exercise must (1) have met the requirements of an exemption under Rule 16b-3
promulgated under the Exchange Act, or (2) be a subsequent transaction the terms
of which were provided for in a transaction initially meeting the requirements
of an exemption under Rule 16b-3 promulgated under the Exchange Act. Unless the
Stock Incentive Agreement provides otherwise, the foregoing exercise payment
methods shall be subsequent transactions approved by the original grant of an
Option. Except as provided in subparagraph (f) below, payment shall be made at
the time that the Option or any part thereof is exercised, and no Shares shall
be issued or delivered upon exercise of an Option until full payment has been
made by the Participant. The holder of an Option, as such, shall have none of
the rights of a shareholder.

            (f) Conditions to Exercise of an Option. Each Option granted under
the Plan shall vest and shall be exercisable at such time or times, or upon the
occurrence of such event or events, and in such amounts, as the Committee shall
specify in the Stock Incentive Agreement; provided, however, that subsequent to
the grant of an Option, the Committee, at any time before complete termination
of such Option, may accelerate the time or times at which such Option may vest
or be exercised in whole or in part. The Committee may impose such restrictions
on any Shares acquired pursuant to the exercise of an Option as it may deem
advisable. Unless otherwise provided in the applicable Stock Incentive
Agreement, any vested option must be exercised within sixty (60) days of the
Qualifying Event or other termination of employment of the Participant.

            (g) Transferability of Options. Except as otherwise provided in a
Participant's Stock Incentive Agreement, no Option granted under the Plan may be
sold, transferred, pledged, assigned or otherwise alienated or hypothecated,
except upon the death of the holder Participant by will or by the laws of
descent and distribution. Except as otherwise provided in a Participant's Stock
Incentive Agreement, during the Participant's lifetime, only the Participant may
exercise his Option unless the Participant is incapacitated in which case the
Option may be exercised by the Participant's legal guardian, legal
representative, or other representative whom the Committee deems appropriate
based on applicable facts and circumstances. The determination of incapacity of
a Participant and the identity of appropriate representative of the Participant
to exercise the Option if the Participant is incapacitated shall be determined
by the Committee.

            (h) ISO Tax Treatment Requirements. With respect to any Option that
purports to be an ISO, to the extent that the aggregate Fair Market Value
(determined as of the date of grant of such Option) of stock with respect to
which such Option is exercisable for the first time by any individual during any
calendar year exceeds one hundred thousand dollars ($100,000.00), to the extent
of such excess, such Option shall not be treated as an ISO in accordance with
Code Section 422(d). The rule of

2004 Executive Stock Incentive Plan
Amended and Restated November 8, 2004         8                  Revised 11/3/04

<PAGE>

the preceding sentence is applied as set forth in Treas. Reg. Section 1.422-4
and any additional guidance issued by the Treasury thereunder. Also, with
respect to any Option that purports to be an ISO, such Option shall not be
treated as an ISO if the Participant disposes of shares acquired thereunder
within two (2) years from the date of the granting of the Option or within one
(1) year of the exercise of the Option, or if the Participant has not met the
requirements of Code Section 422(a)(2).

      7.3 TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS.

            (a) Grants of Restricted Stock Awards. Shares awarded pursuant to
Restricted Stock Awards shall be subject to such restrictions as determined by
the Committee for periods determined by the Committee. Restricted Stock Awards
issued under the Plan may have restrictions which lapse based upon the service
of a Participant, or based upon other criteria that the Committee may determine
appropriate. The Committee may require a cash payment from the Participant in
exchange for the grant of a Restricted Stock Award or may grant a Restricted
Stock Award without the requirement of a cash payment. The Committee may grant
Restricted Stock Awards that vest on the attainment of performance goals
determined by the Committee based upon one or more of the performance criteria
listed in Section 14, and must have the attainment of such performance goals
certified in writing by the Committee in order to meet the Performance-Based
Exception.

            (b) Vesting of Restricted Stock Awards. The Committee shall
establish the vesting schedule applicable to Restricted Stock Awards and shall
specify the times, vesting and performance goal requirements. Until the end of
the period(s) of time specified in the vesting schedule and/or the satisfaction
of any performance criteria, the Shares subject to such Stock Incentive Award
shall remain subject to forfeiture.

            (c) Termination of Employment. If the Participant's employment (or
in the case of a non-employee, such Participant's service) with the Company
and/or a Subsidiary ends before the Restricted Stock Awards vest, the
Participant shall forfeit all unvested Restricted Stock Awards, unless the
termination is a result of the occurrence of a Qualifying Event or the Committee
determines that the Participant's unvested Restricted Stock Awards shall vest as
of the date of such event; provided, however, the Committee may grant Restricted
Stock Awards precluding such accelerated vesting in order to qualify the
Restricted Stock Awards for the Performance-Based Exception.

            (d) Death, Disability and Retirement. In the event a Qualifying
Event occurs before the date or dates on which Restricted Stock Awards vest, the
expiration of the applicable restrictions (other than restrictions based on
performance criteria set forth in Section 14) shall be accelerated and the
Participant shall be entitled to receive the Shares free of all such
restrictions. In the case of Restricted Stock Awards which are based on
performance criteria set forth in Section 14, then as of the date on which such
Qualifying Event occurs, the Participant shall be entitled to receive a number
of Shares that is determined by measuring the selected performance criteria from
the Company's most recent publicly available quarterly results that are
available as of the date the Qualifying Event occurs; provided, however, the
Committee may grant Restricted Stock Awards precluding such partial awards when
a Qualifying Event occurs in order to qualify the Restricted Stock Awards for
the Performance-Based Exception. All other Shares subject to such Restricted
Stock Award shall be forfeited and returned to the Company as of the date on
which such Qualifying Event occurs.

            (e) Acceleration of Award. Notwithstanding anything to the contrary
in this Plan, the Committee shall have the power to permit, in its sole
discretion, an acceleration of the expiration of the applicable restrictions or
the applicable period of such restrictions with respect to any part or all of
the Shares awarded to a Participant; provided, however, the Committee may grant
Restricted Stock Awards

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precluding such accelerated vesting on order to qualify the Restricted Stock
Awards for the Performance-Based Exception.

            (f) Necessity of Stock Incentive Agreement. Each grant of a
Restricted Stock Award shall be evidenced by a Stock Incentive Agreement that
shall specify the terms, conditions and restrictions regarding the Shares
awarded to a Participant, and shall incorporate such other terms and conditions
as the Committee, acting in its sole discretion, deems consistent with the terms
of this Plan. The Committee shall have sole discretion to modify the terms and
provisions of Restricted Stock Awards in accordance with Section 12 of this
Plan.

            (g) Transferability of Restricted Stock Awards. Except as otherwise
provided in a Participant's Restricted Stock Award, no Restricted Stock Award
granted under the Plan may be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated, except upon the death of the holder Participant by
will or by the laws of descent and distribution.

            (h) Voting, Dividend & Other Rights. Unless the applicable Stock
Incentive Agreement provides otherwise, holders of Restricted Stock Awards shall
be entitled to vote and to receive dividends during the periods of restriction
of their Shares to the same extent as such holders would have been entitled if
the Shares were unrestricted Shares.

      7.4 TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS.

            (a) Grants of Restricted Stock Units. A Restricted Stock Unit shall
entitle the Participant to receive one Share at such future time and upon such
terms as specified by the Committee in the Stock Incentive Agreement evidencing
such award. Restricted Stock Units issued under the Plan may have restrictions
which lapse based upon the service of a Participant, or based upon other
criteria that the Committee may determine appropriate. The Committee may require
a cash payment from the Participant in exchange for the grant of Restricted
Stock Units or may grant Restricted Stock Units without the requirement of a
cash payment. The Committee may grant Restricted Stock Units that vest on the
attainment of performance goals determined by the Committee based upon one or
more of the performance criteria listed in Section 14, and must have the
attainment of such performance goals certified in writing by the Committee in
order to meet the Performance-Based Exception.

            (b) Vesting of Restricted Stock Units. The Committee shall establish
the vesting schedule applicable to Restricted Stock Units and shall specify the
times, vesting and performance goal requirements. Until the end of the period(s)
of time specified in the vesting schedule and/or the satisfaction of any
performance criteria, the Restricted Stock Units subject to such Stock Incentive
Award shall remain subject to forfeiture.

            (c) Termination of Employment. If the Participant's employment with
the Company and/or a Subsidiary ends before the Restricted Stock Units vest, the
Participant shall forfeit all unvested Restricted Stock Units, unless the
termination is a result of the occurrence of a Qualifying Event or the Committee
determines that the Participant's unvested Restricted Stock Units shall vest as
of the date of such event; provided, however, the Committee may grant Restricted
Stock Units precluding such accelerated vesting on order to qualify the
Restricted Stock Units for the Performance-Based Exception.

            (d) Death, Disability and Retirement. In the event a Qualifying
Event occurs before the date or dates on which Restricted Stock Units vest, the
expiration of the applicable restrictions (other than restrictions based on
performance criteria set forth in Section 14) shall be accelerated and the
Participant shall be entitled to receive the Shares free of all such
restrictions. In the case of Restricted Stock Units which are based on
performance criteria set forth in Section 14, then as of the date on which

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such Qualifying Event occurs, the Participant shall be entitled to receive a
number of Shares that is determined by measuring the selected performance
criteria from the Company's most recent publicly available quarterly results
that are available as of the date the Qualifying Event occurs; provided,
however, the Committee may grant Restricted Stock Units precluding such partial
awards when a Qualifying Event occurs in order to qualify the Restricted Stock
Units for the Performance-Based Exception. All other Shares subject to such
Restricted Stock Units shall be forfeited and returned to the Company as of the
date on which such Qualifying Event occurs.

            (e) Acceleration of Award. Notwithstanding anything to the contrary
in this Plan, the Committee shall have the power to permit, in its sole
discretion, an acceleration of the applicable restrictions or the applicable
period of such restrictions with respect to any part or all of the Restricted
Stock Units awarded to a Participant; provided, however, the Committee may grant
Restricted Stock Units precluding such accelerated vesting on order to qualify
the Restricted Stock Units for the Performance-Based Exception.

            (f) Necessity of Stock Incentive Agreement. Each grant of Restricted
Stock Unit(s) shall be evidenced by a Stock Incentive Agreement that shall
specify the terms, conditions and restrictions regarding the Participant's right
to receive Share(s) in the future, and shall incorporate such other terms and
conditions as the Committee, acting in its sole discretion, deems consistent
with the terms of this Plan. The Committee shall have sole discretion to modify
the terms and provisions of Restricted Stock Unit(s) in accordance with Section
12 of this Plan.

            (g) Transferability of Restricted Stock Units. Except as otherwise
provided in a Participant's Restricted Stock Unit Award, no Restricted Stock
Unit granted under the Plan may be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated by the holder Participant, except upon the
death of the holder Participant by will or by the laws of descent and
distribution.

            (h) Voting, Dividend & Other Rights. Unless the applicable Stock
Incentive Agreement provides otherwise, holders of Restricted Stock Units shall
not be entitled to vote or to receive dividends until they become owners of the
Shares pursuant to their Restricted Stock Units, and, unless the applicable
Stock Incentive Agreement provides otherwise, the holder of a Restricted Stock
Unit shall not be entitled to any dividend equivalents (as described in Section
7.1(e)).

      7.5 TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS.

            (a) Grants of Stock Appreciation Rights. A Stock Appreciation Right
shall entitle the Participant to receive upon exercise or payment the excess of
the Fair Market Value of a specified number of Shares at the time of exercise,
over a specified price. The specified price for a Stock Appreciation Right
granted in connection with a previously or contemporaneously granted Option,
shall not be less than the Exercise Price for Shares that are the subject of the
Option. In the case of any other Stock Appreciation Right, the specified price
shall not be less than one hundred percent (100%) of the Fair Market Value of
the Shares at the time the Stock Appreciation Right was granted. If related to
an Option, the exercise of a Stock Appreciation Right shall result in a pro rata
surrender of the related Option to the extent the Stock Appreciation Right has
been exercised.

            (b) Payment. Upon exercise or payment of a Stock Appreciation Right,
the Company shall pay to the Participant the appreciation with Shares (computed
using the aggregate Fair Market Value of Shares on the date of payment or
exercise) as specified in the Stock Incentive Agreement or, if not specified, as
the Committee determines. To the extent that a Stock Appreciation Right is paid
with consideration other than Shares, it shall be treated as paid in Shares for
purposes of Section 3.

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            (c) Vesting of Stock Appreciation Rights. The Committee shall
establish the vesting schedule applicable to Stock Appreciation Rights and shall
specify the times, vesting and performance goal requirements. Until the end of
the period(s) of time specified in the vesting schedule and/or the satisfaction
of any performance criteria, the Stock Appreciation Rights subject to such Stock
Incentive Award shall remain subject to forfeiture.

            (d) Death, Disability and Retirement. In the event a Qualifying
Event occurs before the date or dates on which Stock Appreciation Rights vest,
the expiration of the applicable restrictions (other than restrictions based on
performance criteria set forth in Section 14) shall be accelerated and the
Participant shall be entitled to receive the full value of the Stock
Appreciation Right free of all such restrictions. In the case of Stock
Appreciation Rights which are based on performance criteria set forth in Section
14, then as of the date on which such Qualifying Event occurs, the Participant
shall be entitled to receive a value determined by measuring the selected
performance criteria from the Company's most recent publicly available quarterly
results that are available as of the date the Qualifying Event occurs. All other
benefits under the Stock Appreciation Rights shall thereupon be forfeited and
returned to the Company as of the date on which such Qualifying Event occurs.

            (e) Transferability of Stock Appreciation Rights. Except as
otherwise provided in a Participant's Stock Incentive Agreement, no Stock
Appreciation Right granted under the Plan may be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated, except upon the death of the
holder Participant by will or by the laws of descent and distribution.

            (f) Special Provisions for Tandem Stock Appreciation Rights. A Stock
Appreciation Right granted in connection with an Option may only be exercised to
the extent that the related Option has not been exercised. A Stock Appreciation
Right granted in connection with an ISO (1) will expire no later than the
expiration of the underlying ISO, (2) may be for no more than the difference
between the exercise price of the underlying ISO and the Fair Market Value of
the Shares subject to the underlying ISO at the time the Stock Appreciation
Right is exercised, (3) may be transferable only when, and under the same
conditions as, the underlying ISO is transferable, and (4) may be exercised only
(i) when the underlying ISO could be exercised and (ii) when the Fair Market
Value of the Shares subject to the ISO exceeds the exercise price of the ISO.

      7.6 INDEPENDENT DIRECTOR AUTOMATIC GRANTS. Notwithstanding any other
provisions of this Plan, Independent Directors shall only receive grants of
Restricted Stock Awards or Restricted Stock Units as follows: an initial grant
made on March 1, 2004, and, thereafter, grants shall be made on December 1 (or
the first business day of December, if December 1 is not a business day) of each
calendar year during the term of this Plan (an "December Grant Date"). Such
grants shall automatically be made in accordance with the provisions outlined
herein, and no other grants shall be made to Independent Directors pursuant to
this Plan (changes set forth in section 7.6 are effective September 27, 2004):

            (a) Automatic Grant of Restricted Stock Awards. On March 1, 2004,
and on each December Grant Date thereafter, each Independent Director shall
automatically be granted (without any required action on the part of the
Committee) a number of Restricted Stock Awards or Restricted Stock Units equal
to $10,000.00 divided by the Fair Market Value (as determined on such grant
date) of a Share (with any resulting fractional share less than 0.5 disregarded,
and any resulting fractional share greater than or equal to 0.5 rounded up to
the next whole number). Each such Restricted Stock Award or Restricted Stock
Unit of an Independent Director shall provide that such Restricted Stock Award
or Restricted Stock Unit shall vest on the third anniversary of the date of
grant of such Restricted Stock Award or Restricted Stock Unit, except for the
March 1, 2004 grant that shall vest thirty-three (33) months after the date of
such grant.

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            (b) Automatic Increase in Automatic Grants. For each December Grant
Date occurring after the fiscal year 2004, the $10,000.00 amount in the
preceding paragraphs shall be adjusted for annual increases (but not decreases)
using the U. S. Consumer Price Index, all urban Consumers, all items (or
equivalent successor index), published by the Bureau of Labor Statistics of the
U.S. Department of Labor, and using October 1, 2003 as the base date for such
adjustments.

            (c) Non-availability of Shares. If the grants provided for under the
preceding paragraphs are not possible on a given December Grant Date because of
limitations contained in this Plan with respect to Shares available for
issuance, the grants determined under the preceding paragraphs to the extent
possible shall be prorated among all Independent Directors as of such December
Grant Date.

            (d) Retirement or Resignation. In the event an Independent Director
retires, resigns or otherwise does not continue to serve on the Board for any
reason (other than pursuant to a Termination for Cause), each Restricted Stock
Award or Restricted Stock Unit previously granted shall vest immediately and all
restrictions shall lapse.

            (e) Restricted Stock Units. Any grant of Restricted Stock Units made
to a Canadian resident Independent Director shall also be made in accordance
with the provisions of Section 15 hereof.

                                   SECTION 8.
                              SECURITIES REGULATION

      8.1 LEGALITY OF ISSUANCE. No Share shall be issued under this Plan unless
and until the Committee has determined that all required actions have been taken
to register such Share under the Securities Act of 1933 or the Company has
determined that an exemption therefrom is available, any applicable listing
requirement of any stock exchange on which the Share is listed has been
satisfied, and any other applicable provision of state, federal or foreign law,
including foreign securities laws where applicable, has been satisfied.

      8.2 RESTRICTIONS ON TRANSFER; REPRESENTATIONS; LEGENDS. Regardless of
whether the offering and sale of Shares under the Plan have been registered
under the Securities Act of 1933 or have been registered or qualified under the
securities laws of any state, the Company may impose restrictions upon the sale,
pledge, or other transfer of such Shares (including the placement of appropriate
legends on stock certificates) if, in the judgment of the Company and its
counsel, such restrictions are necessary or desirable to achieve compliance with
the provisions of the Securities Act of 1933, the securities laws of any state,
the United States or any other applicable foreign law. If the offering and/or
sale of Shares under the Plan is not registered under the Securities Act of 1933
and the Company determines that the registration requirements of the Securities
Act of 1933 apply but an exemption is available which requires an investment
representation or other representation, the participant shall be required, as a
condition to acquiring such Shares, to represent that such Shares are being
acquired for investment, and not with a view too the sale or distribution
thereof, except in compliance with the Securities Act of 1933, and to make such
other representations as are deemed necessary or appropriate by the Company and
its counsel. All Stock Incentive Agreements shall contain a provision stating
that any restrictions under any applicable securities laws will apply.

      8.3 REGISTRATION OF SHARES. The Company may, and intends to, but is not
obligated to, register or qualify the offering or sale of Shares under the
Securities Act of 1933 or any other applicable state, federal or foreign law.

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                                   SECTION 9.
                                  LIFE OF PLAN

      No Stock Incentive shall be granted under this Plan on or after the
earlier of:

            (a) the fifth (5th) anniversary of the effective date of this Plan
(as determined under Section 4 of this Plan), or

            (b) the date on which all of the Shares reserved under Section 3 of
this Plan have (as a result of the exercise of Stock Incentives granted under
this Plan or lapse of all restrictions under a Restricted Stock Award or
Restricted Stock Unit) been issued or are no longer available for use under this
Plan.

This Plan shall continue in effect until all outstanding Stock Incentives have
been exercised in full or are no longer exercisable and all Restricted Stock
Awards or Restricted Stock Units have vested or been forfeited.

                                   SECTION 10.
                                   ADJUSTMENT

      Notwithstanding anything in Section 12 to the contrary, (i) the number of
Shares reserved under Section 3 of this Plan, (ii) the limit on the number of
Shares that may be granted subject to Stock Incentives during a calendar year to
any individual under Section 3 of this Plan, (iii) the number of Shares subject
to Stock Incentives granted under this Plan, and (iv) the Exercise Price of any
Options and the specified exercise price of any Stock Appreciation Rights, shall
be adjusted by the Committee in an equitable manner to reflect any change in the
capitalization of the Company, including, but not limited to, such changes as
stock dividends or stock splits. Furthermore, the Committee shall have the right
to adjust (in a manner that satisfies the requirements of Code Section 424(a))
(x) the number of Shares reserved under Section 3, (y) the number of Shares
subject to Stock Incentives granted under this Plan, and (z) the Exercise Price
of any Options and the specified exercise price of any Stock Appreciation Rights
in the event of any corporate transaction described in Code Section 424(a) that
provides for the substitution or assumption of such Stock Incentives. If any
adjustment under this Section creates a fractional Share or a right to acquire a
fractional Share, such fractional Share shall be disregarded, and the number of
Shares reserved under this Plan and the number subject to any Stock Incentives
granted under this Plan shall be the next lower number of Shares, rounding all
fractions downward. An adjustment made under this Section by the Committee shall
be conclusive and binding on all affected persons and, further, shall not
constitute an increase in the number of Shares reserved under Section 3 or an
increase in any limitation imposed by the Plan.

                                   SECTION 11.
                        CHANGE OF CONTROL OF THE COMPANY

      11.1 GENERAL RULE FOR CHANGE OF CONTROL. Except as otherwise provided in a
Stock Incentive Agreement, if a Change of Control occurs, and if the agreements
effectuating the Change of Control do not provide for the assumption or
substitution of all Stock Incentives granted under this Plan, with respect to
any Stock Incentive granted under this Plan that is not so assumed or
substituted (a "Non-Assumed Stock Incentive"), the Committee, in its sole and
absolute discretion, may, with respect to any or all of such Non-Assumed Stock
Incentives, take any or all of the following actions to be effective as of the
date of the Change of Control (or as of any other date fixed by the Committee
occurring within the thirty (30) day period immediately preceding the date of
the Change of Control, but only if such action remains

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contingent upon the effectuation of the Change of Control) (such date referred
to as the "Action Effective Date"):

            (a) Accelerate the vesting and/or exercisability of such Non-Assumed
Stock Incentive; and/or

            (b) Unilaterally cancel such Non-Assumed Stock Incentive in exchange
for:

                  (i) whole and/or fractional Shares (or for whole Shares and
      cash in lieu of any fractional Share) or whole and/or fractional shares of
      a successor (or for whole shares of a successor and cash in lieu of any
      fractional share) that, in the aggregate, are equal in value to the excess
      of the Fair Market Value of:

                           (I) in the case of Options, the Shares that could be
            purchased subject to such Non-Assumed Stock Incentive less the
            aggregate Exercise Price for the Options with respect to such
            Shares;

                           (II) in the case of Restricted Stock Units or Stock
            Appreciation Rights, Shares subject to such Stock Incentive
            determined as of the Action Effective Date (taking into account
            vesting), less the value of any consideration payable on exercise.

            (ii) cash or other property equal in value to the excess of the Fair
      Market Value of

                           (I) in the case of Options, the Shares that could be
            purchased subject to such Non-Assumed Stock Incentive less the
            aggregate Exercise Price for the Options with respect to such Shares
            or

                           (II) in the case of Restricted Stock Units or Stock
            Appreciation Rights, Shares subject to such Stock Incentive
            determined as of the Action Effective Date (taking into account
            vesting) less the value of any consideration payable on exercise.

            (c) In the case of Options, unilaterally cancel such Non-Assumed
Option after providing the holder of such Option with (1) an opportunity to
exercise such Non-Assumed Option to the extent vested within a specified period
prior to the date of the Change of Control, and (2) notice of such opportunity
to exercise prior to the commencement of such specified period.

However, notwithstanding the foregoing, to the extent that the recipient of a
Non-Assumed Stock Incentive is an Insider, payment of cash in lieu of whole or
fractional Shares or shares of a successor may only be made to the extent that
such payment (1) has met the requirements of an exemption under Rule 16b-3
promulgated under the Exchange Act, or (2) is a subsequent transaction the terms
of which were provided for in a transaction initially meeting the requirements
of an exemption under Rule 16b-3 promulgated under the Exchange Act. Unless a
Stock Incentive Agreement provides otherwise, the payment of cash in lieu of
whole or fractional Shares or in lieu of whole or fractional shares of a
successor shall be considered a subsequent transaction approved by the original
grant of an Option.

      11.2 GENERAL RULE FOR OTHER STOCK INCENTIVE AGREEMENTS. If a Change of
Control occurs, then, except to the extent otherwise provided in the Stock
Incentive Agreement pertaining to a particular Stock Incentive or as otherwise
provided in this Plan, each Stock Incentive shall be governed by applicable law
and the documents effectuating the Change of Control.

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                                   SECTION 12.
                            AMENDMENT OR TERMINATION

      This Plan may be amended by the Committee from time to time to the extent
that the Committee deems necessary or appropriate; provided, however, no such
amendment shall be made absent the approval of the shareholders of the Company
if such amendment (a) increases the number of Shares reserved under Section 3,
except as set forth in Section 10, (b) extends the maximum life of the Plan
under Section 9 or the maximum exercise period under Section 7, (c) decreases
the minimum Exercise Price under Section 7, or (d) changes the designation of
Eligible Recipients eligible for Stock Incentives under Section 6. Shareholder
approval of other material amendments (such as an expansion of the types of
awards available under the Plan, an extension of the term of the Plan, or a
change to the method of determining the Exercise Price of Options issued under
the Plan) may also be required pursuant to rules promulgated by an established
stock exchange or a national market system. An exchange of a later granted
Option for an earlier granted Option for any purpose, including, but not limited
to, the purpose of lowering the Exercise Price of such Option, and an exchange
of a later granted Stock Incentive for an earlier granted Stock Incentive for
any purpose, shall not be deemed to be an amendment to this Plan. The Board also
may suspend the granting of Stock Incentives under this Plan at any time and may
terminate this Plan at any time. The Company shall have the right to modify,
amend or cancel any Stock Incentive after it has been granted if (I) the
modification, amendment or cancellation does not diminish the rights or benefits
of the Stock Incentive recipient under the Stock Incentive (provided, however,
that a modification, amendment or cancellation that results solely in a change
in the tax consequences with respect to a Stock Incentive shall not be deemed as
a diminishment of rights or benefits of such Stock Incentive), (II) the
Participant consents in writing to such modification, amendment or cancellation,
(III) there is a dissolution or liquidation of the Company, (IV) this Plan
and/or the Stock Incentive Agreement expressly provides for such modification,
amendment or cancellation, or (V) the Company would otherwise have the right to
make such modification, amendment or cancellation by applicable law.

                                   SECTION 13.
                                  MISCELLANEOUS

      13.1 SHAREHOLDER RIGHTS. Except as provided in Section 7. 3 with respect
to Restricted Stock Awards, or in a Stock Incentive Agreement, no Participant
shall have any rights as a shareholder of the Company as a result of the grant
of a Stock Incentive pending the actual delivery of Shares subject to such Stock
Incentive to such Participant.

      13.2 NO GUARANTEE OF CONTINUED RELATIONSHIP. The grant of a Stock
Incentive to a Participant under this Plan shall not constitute a contract of
employment or other relationship with the Company and shall not confer on a
Participant any rights upon his or her termination of employment or relationship
with the Company in addition to those rights, if any, expressly set forth in the
Stock Incentive Agreement that evidences his or her Stock Incentive.

      13.3 WITHHOLDING. The Company shall have the power and the right to deduct
or withhold, or require a Participant to remit to the Company as a condition
precedent for the grant or fulfillment of any Stock Incentive, an amount in
Shares or cash sufficient to satisfy federal, state and local taxes, domestic or
foreign, required by law or regulation to be withheld with respect to any
taxable event arising as a result of this Plan and/or any action taken by a
Participant with respect to a Stock Incentive. Whenever Shares are to be issued
to a Participant upon exercise of an Option or Stock Appreciation Right, or
satisfaction of conditions under a Restricted Stock Unit, the Company shall have
the right to require the Participant to remit to the Company, as a condition of
exercise of the Option or Stock Appreciation Right, or as a condition to the
fulfillment of the Restricted Stock Unit, an amount in cash (or, unless the
Stock Incentive Agreement provides otherwise, in Shares) sufficient to satisfy
federal, state and local

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withholding tax requirements at the time of exercise. However, notwithstanding
the foregoing, to the extent that a Participant is an Insider, satisfaction of
withholding requirements by having the Company withhold Shares may only be made
to the extent that such withholding of Shares (1) has met the requirements of an
exemption under Rule 16b-3 promulgated under the Exchange Act, or (2) is a
subsequent transaction the terms of which were provided for in a transaction
initially meeting the requirements of an exemption under Rule 16b-3 promulgated
under the Exchange Act. Unless the Stock Incentive Agreement provides otherwise,
the withholding of shares to satisfy federal, state and local withholding tax
requirements shall be a subsequent transaction approved by the original grant of
a Stock Incentive. Notwithstanding the foregoing, in no event shall payment of
withholding taxes be made by a retention of Shares by the Company unless the
Company retains only Shares with a Fair Market Value equal to the minimum amount
of taxes required to be withheld.

      13.4 NOTIFICATION OF DISQUALIFYING DISPOSITIONS OF ISO OPTIONS. If a
Participant sells or otherwise disposes of any of the Shares acquired pursuant
to an Option that is an ISO on or before the later of (1) the date two (2) years
after the date of grant of such Option, or (2) the date one (1) year after the
exercise of such Option, then the Participant shall immediately notify the
Company in writing of such sale or disposition and shall cooperate with the
Company in providing sufficient information to the Company for the Company to
properly report such sale or disposition to the Internal Revenue Service. The
Participant acknowledges and agrees that he or she may be subject to federal,
state and/or local tax withholding by the Company on the compensation income
recognized by Participant from any such early disposition, and agrees that he or
she shall include the compensation from such early disposition in his gross
income for federal tax purposes. Participant also acknowledges that the Company
may condition the exercise of any Option that is an ISO on the Participant's
express written agreement with these provisions of this Plan.

      13.5 TRANSFERS & RESTRUCTURINGS. The transfer of a Participant's
employment between or among the Company or a Subsidiary (including the merger of
a Subsidiary into the Company) shall not be treated as a termination of his or
her employment under this Plan. Likewise, the continuation of employment by a
Participant with a corporation which is a Subsidiary shall be deemed to be a
termination of employment when such corporation ceases to be a Subsidiary.

      13.6 GOVERNING LAW/CONSENT TO JURISDICTION. This Plan shall be construed
under the laws of the State of Ohio without regard to principles of conflicts of
law. Each Participant consents to the exclusive jurisdiction in the United
States District Court for the Southern District of Ohio (Western Division -
Dayton) or the Montgomery County (Ohio) Court of Common Pleas for the
determination of all disputes arising from this Plan and waives any rights to
remove or transfer the case to another court.

      13.7 ESCROW OF SHARES. To facilitate the Company's rights and obligations
under this Plan, the Company reserves the right to appoint an escrow agent, who
shall hold the Shares owned by a Participant pursuant to this Plan.

                                   SECTION 14.
                              PERFORMANCE CRITERIA

      14.1 PERFORMANCE GOAL BUSINESS CRITERIA. Unless and until the Board
proposes for shareholder vote and shareholders approve a change in the general
performance measures set forth in this Section, the attainment of which may
determine the degree of payout and/or vesting with respect to Stock Incentives
to Key Employees and Key Persons pursuant to this Plan which are designed to
qualify for the Performance-Based Exception, the performance measure(s) to be
used by the Committee for purposes of such grants shall be chosen from among the
following: (a) earnings per share; (b) net income (before or after taxes); (c)
return measures (including, but not limited to, return on assets, equity or
sales); (d) cash

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flow return on investments which equals net cash flows divided by owners equity;
(e) earnings before or after taxes, depreciation and/or amortization; (f) gross
revenues; (g) operating income (before or after taxes); (h) total shareholder
return; (i) corporate performance indicators (indices based on the level of
certain services provided to customers); (j) cash generation, profit and/or
revenue targets; (k) growth measures, including revenue growth, as compared with
a peer group or other benchmark; and/or (l) share price (including, but not
limited to, growth measures and total shareholder return). In setting
performance goals using these performance measures, the Committee may exclude
the effect of changes in accounting standards and non-recurring unusual events
specified by the Committee, such as write-offs, capital gains and losses and
acquisitions and dispositions of businesses.

      14.2 DISCRETION IN FORMULATION OF PERFORMANCE GOALS. The Committee shall
have the discretion to adjust the determinations of the degree of attainment of
the pre-established performance goals; provided, however, that Stock Incentives
which are to qualify for the Performance-Based Exception may not be adjusted
upward (although the Committee shall retain the discretion to adjust such Stock
Incentives downward).

      14.3 PERFORMANCE PERIODS. The Committee shall have the discretion to
determine the period during which any performance goal must be attained with
respect to a Stock Incentive. Such period may be of any length, and must be
established prior to the start of such period or within the first ninety (90)
days of such period (provided that the performance criteria are not in any event
set after 25% or more of such period has elapsed).

      14.4 MODIFICATIONS TO PERFORMANCE GOAL CRITERIA. In the event that the
applicable tax and/or securities laws and regulatory rules and regulations
change to permit Committee discretion to alter the governing performance
measures noted above without obtaining shareholder approval of such changes, the
Committee shall have sole discretion to make such changes without obtaining
shareholder approval. In addition, in the event that the Committee determines
that it is advisable to grant Stock Incentives which shall not qualify for the
Performance-Based Exception, the Committee may make such grants without
satisfying the requirements under Code Section 162(m) to qualify for the
Performance-Based Exception.

                                   SECTION 15.
                           SPECIAL CANADIAN PROVISIONS

      15.1 APPLICATION. The provisions of this Section 15 shall apply with
respect to any Participant who is a resident of Canada, and with respect to any
Stock Incentive which is granted under this Plan to any such Participant, but
shall not apply with respect to any other Participant or with respect to any
Stock Incentive which is granted under this Plan to any such other Participant.
No purchase or delivery of Shares pursuant to a Stock Incentive shall occur
until applicable restrictions imposed pursuant to this Plan or the applicable
Stock Incentive have terminated. In case of any conflict with provisions
contained elsewhere in this Plan, the provisions of this Section 15 will apply.
Canadian resident participants may only receive Restricted Stock Units.

      15.2 CANADA TAX TREATMENT. The grant of a Restricted Stock Unit represents
a contingent entitlement of the Participant to whom it has been granted to
receive shares of Company common stock on the date of vesting. Upon vesting, the
Participant will be entitled to exchange the Restricted Stock Unit for a share
of Reynolds common stock. The Plan is not a "salary deferral arrangement" as
defined in the Income Tax Act (Canada), and no provision of this Plan shall be
applied, interpreted or administered in a manner inconsistent with such
determination.

      15.3 VOTING, DIVIDENDS AND OTHER RIGHTS. Canadian resident holders shall
not be entitled to vote or to receive dividends until such time as they become
owners of the Shares pursuant to their

2004 Executive Stock Incentive Plan
Amended and Restated November 8, 2004         18                 Revised 11/3/04

<PAGE>

Restricted Stock Units, and, unless the applicable Stock Incentive Agreement
provides otherwise, the holder of a Restricted Stock Unit shall not be entitled
to any dividend equivalents (as described in Section 7.1(e)).

      15.4 SHARES DELIVERED UNDER PLAN. All Shares delivered to a Participant
under the Plan shall be purchased by an independent broker who shall acquire
Shares on the open market on behalf of the Participant. The Company or its
Canadian affiliate shall notify the independent broker of the number of Shares
of the Company to be purchased by the broker on the Participant's behalf and the
broker will purchase such Shares as soon as practical thereafter and, for
greater certainty, the broker shall effect such purchase no later than the
earlier of: (a) the last day of the first calendar month commencing after the
Participant's Restricted Stock Units' vesting date and (b) the last day of the
year in which the Participant's vesting date occurs. The broker will deliver
such Shares directly to the Participant. The Company or its Canadian affiliate
will pay all brokerage fees arising in connection with the acquisition of such
Shares.

      15.5 VESTING. Notwithstanding the provisions of Sections 7.3(a) and (b),
the vesting period for Canadian resident participants shall not extend beyond
December 31 of the third year following the end of the year in which the
Restricted Stock Unit is granted.

                                   SECTION 16.
                             OTHER NON-US PROVISIONS

      16.1 The Committee shall have the authority to require that any Stock
Incentive Agreement relating to a Stock Incentive in a jurisdiction outside of
the United States contain such terms as are required by local law in order to
constitute a valid grant under the laws of such jurisdiction. Such authority
shall be notwithstanding the fact that the requirements of the local
jurisdiction may be different from or more restrictive than the terms set forth
in this Plan. No purchase or delivery of Shares pursuant to a Stock Incentive
shall occur until applicable restrictions imposed pursuant to this Plan or the
applicable Stock Incentive have terminated.

2004 Executive Stock Incentive Plan
Amended and Restated November 8, 2004         19                 Revised 11/3/04

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.N
<SEQUENCE>5
<FILENAME>l10970aexv10wn.txt
<DESCRIPTION>2004 ESIP PERFORMANCE BASED RESTRICTED STOCK AWARD
<TEXT>
<PAGE>

                                                                 EXHIBIT (10)(n)

2004 EXECUTIVE STOCK INCENTIVE PLAN
PERFORMANCE-BASED RESTRICTED STOCK AWARD

The Reynolds and Reynolds Company, an Ohio corporation (the "Company"), hereby
grants to the Recipient this Performance-Based Restricted Stock Award effective
as of the Award Date. This award is subject to all of the terms and conditions
of this Performance-Based Restricted Stock Award and The Reynolds and Reynolds
Company 2004 Executive Stock Incentive Plan (the "Plan"). Unless otherwise
specified, capitalized terms shall have the meanings specified in the Plan. The
terms and conditions of the Plan are incorporated by reference and govern except
to the extent that this Performance-Based Restricted Stock Award provides
otherwise.

        RECIPIENT NAME:
            AWARD DATE:
             VEST DATE:
          AWARD NUMBER:
          AWARD SHARES:
                        SHARES OF THE REYNOLDS AND REYNOLDS COMPANY SUBJECT TO
                        CURRENT PERFORMANCE-BASED RESTRICTED STOCK AWARD ("AWARD
                        SHARES")

                 FUTURE
          AWARD SHARES:

                        SHARES OF THE REYNOLDS AND REYNOLDS COMPANY SUBJECT TO
                        FUTURE PERFORMANCE-BASED RESTRICTED STOCK AWARD ("FUTURE
                        AWARD SHARES")

By accepting this Performance-Based Stock Award and any shares of common stock
of the Company ("Common Stock") issued pursuant to this Performance-Based
Restricted Stock Award, Recipient acknowledges receipt of a copy of the Plan.
Recipient represents that Recipient has read and understands the terms of the
Plan and this Performance-Based Restricted Stock Award, and accepts this
Performance-Based Restricted Stock Award subject to all such terms and
conditions, provided, however, if you are a key employee as defined in Section
416(i) of the Internal Revenue Code of 1986, as amended (the "Code"), the
payment of the award shall be deferred to the date that is six months after the
date of separation from service (or, if earlier, the date of death of the
employee) in order to avoid inclusion in gross income and imposition of tax
under Section 409A(a) of the Code. Recipient also acknowledges that he or she
should consult a tax advisor regarding the tax aspects of this Performance-Based
Restricted Stock Award and that Recipient is not relying on the Company for any
opinion or advice as to personal tax implications of this Performance-Based
Restricted Stock Award.

For all purposes of this Performance-Based Stock Award, the Performance Period
shall mean the period beginning on October 1, 200_, and ending on September 30,
200_.

By the acceptance of this Performance-Based Restricted Stock Award, and as
consideration for the receipt of the Award Shares, recipient agrees to appoint a
company nominee[s] as his/her irrevocable proxy to vote, in the nominee[s]'
discretion, all Award Shares at the annual meeting of shareholders and at any
other meetings at which shareholders are entitled to vote. The Company will
provide appropriate means to effect this appointment. If Recipient fails to so
appoint a proxy within a reasonable time as specified by the Company, this
Performance-Based Restricted Stock Award shall become null and void.

IN WITNESS WHEREOF, this Performance-Based Restricted Stock Award has been
executed by the Company to be effective as of the Award Date specified hereon.

THE REYNOLDS AND REYNOLDS COMPANY

BY: /s/ PHIL ODEEN
    -----------------------------

                                                     [REYNOLDS & REYNOLDS. LOGO]

<PAGE>

Terms and Conditions

1. Terms and Provisions of Performance-Based Restricted Stock Award. Under the
   authority of the Plan, as of the Award Date, the Company has awarded to the
   Recipient the Award Shares. In addition, the Company may award additional
   Shares as Future Award Shares as provided below. All such awards are subject
   to the following terms and conditions and are based upon the performance of
   the Recipient and the Company during the Performance Period.

   a.  Immediate Award of Shares Subject to Performance. The Recipient is
       awarded the Award Shares as of the Award Date subject to the following
       forfeiture restrictions:

       i.   Service for Entire Performance Period. If the Recipient remains
            employed by the Company and/or a Subsidiary through the Vest Date,
            then, as of the Vest Date, a percentage of the Award Shares that is
            determined based upon a comparison of the Revenue Growth of the
            Standard & Poor's MidCap 400 companies during the Performance Period
            with the Revenue Growth of the Company during the Performance Period
            (as described in Section 5) shall cease to be subject to forfeiture,
            shall vest and the Recipient shall be entitled to receive such
            Shares free of such restrictions. All other Award Shares awarded
            pursuant to this subsection shall be forfeited and returned to the
            Company.

       ii.  Performance Criteria. If for the Performance Period the Revenue
            Growth of the Company expressed as a percentage of increase places
            it at or below the 25th percentile of revenue growth of the
            companies as reflected on the Index, then none of the Award Shares
            will be earned and all Award Shares will be forfeited. If the
            Revenue Growth places it above the 25th percentile, then the number
            of Award Shares earned by Recipient will be equal to the product of
            (a) four percent (4%) multiplied by (b) the nearest whole number of
            percentage points by which Revenue Growth places the Company above
            the 25th percentile multiplied by (c) the number of Award Shares, up
            to a maximum payout of 100% of the Award Shares. The foregoing is
            illustrated by the following example: Assume that for the
            Performance Period, the Revenue Growth of the Company when compared
            to revenue growth of other companies on the Index, places the
            Company at the 40% percentile. In such circumstances, the Recipient
            would be entitled to receive 60% of the Award Shares determined as
            follows:

            (1) Number of percentage points in excess of the 25th percentile =
            15 [40th - 25th = 15]

            (2) 15 x 4% = 60%

       iii. Intervening Qualifying Events. If the Recipient ceases to be
            employed by the Company and/or a Subsidiary prior to the Vest Date
            because of a Qualifying Event, then, as of the date on which the
            Qualifying Event occurs, the Recipient shall be entitled to receive
            the number of Shares based upon a payout that is determined by using
            the same formula described in the preceding section, but comparing
            the Revenue Growth of the Company using the Company's most recently
            available quarterly results compared to the revenue growth of
            companies on the Index for the same period. The foregoing is
            illustrated by the following example: Assume that two years into the
            Performance Period the Recipient dies. On the date of Recipient's
            death, the most recently published quarterly figures for the Company
            place its Revenue Growth in the 30th percentile of companies on the
            Index for the same period. Therefore, the Recipient's estate will be
            entitled to receive twenty percent (20%) of the Award Shares
            determined as follows:

            (1) Number of percentage points in excess of 25th percentile = 5
            [30th - 25th = 5]

            (2) 5 x 4% = 20%

       iv.  Other Termination of Employment. If the Recipient ceases to be
            employed by the Company and/or a Subsidiary prior to the Vest Date
            for any reason other than a Qualifying Event then, as of the date on
            which the Recipient's employment terminates, all Award Shares shall
            immediately be forfeited and returned to the Company.

                                                     [REYNOLDS & REYNOLDS. LOGO]
<PAGE>

   b.  Future Award of Shares Subject to Performance. The Recipient may be
       awarded additional Shares following the end of the Performance Period in
       accordance with the following terms and provisions:

       i.   Service. If the Recipient remains employed by the Company and/or a
            Subsidiary through the Vest Date, then as of the Vest Date, the
            Recipient may be issued additional Shares based upon a comparison of
            the Revenue Growth of the Standard & Poor's MidCap 400 companies
            during the Performance Period with the Revenue Growth of the Company
            during the Performance Period (as described in Section 5).

       ii.  Performance Criteria. If the Revenue Growth of the Company expressed
            as a percentage of increase places it at or below the 50th
            percentile of revenue growth of the companies as reflected on the
            Index, then none of the Future Award Shares will be earned. If the
            Revenue Growth places it above the 50th percentile, then the number
            of Future Award Shares earned by Recipient will be equal to the
            product of (a) four percent (4%) multiplied by (b) the nearest whole
            number of percentage points by which Revenue Growth places the
            Company above the 50th percentile multiplied by (c) the number of
            Award Shares, up to a maximum payout of 100% of the Future Award
            Shares. The foregoing is illustrated by the following example:
            Assume that as of the last day of the Performance Period, the
            Revenue Growth of the Company when compared to revenue growth of
            other companies on the Index, places the Company at the 70th
            percentile. In such circumstances, the recipient would be entitled
            to receive 80% of the number of Future Award Shares determined as
            follows:

            (1) Number of percentage points in excess of the 50th percentile =
            20 [70th - 50th = 20]

            (2) 20 x 4% = 80%

       iii. Termination of Employment within Performance Period. If the
            Recipient ceases to be employed by the Company and/or a Subsidiary
            during the Performance Period for any reason (including by reason of
            a Qualifying Event with respect to such Recipient), then the
            Recipient shall not be issued or receive any Future Award Shares.

   c.  Voting, Dividend and Other Rights, Restrictions and Limitations. By
       acceptance of this Performance-Based Restricted Stock Award and as
       consideration for the receipt of the Award Shares, recipient agrees to
       appoint a company nominee[s] as his/her irrevocable proxy to vote, in the
       nominee[s]' discretion, all Award Shares at the annual meeting of
       shareholders and at any other meetings at which shareholders are entitled
       to vote. Except as otherwise provided in this Performance-Based Stock
       Award, the terms of the Plan shall control as to voting, dividends and
       other rights, restrictions and limitations. Recipient acknowledges and
       agrees that the Company will pay dividends on the Award Shares and that
       such payment will be received in the Recipient's next succeeding paycheck
       following the dividend payment date.

2. Tax Consequences. RECIPIENT UNDERSTANDS THAT THE AWARD OF RESTRICTED STOCK,
   THE SALE OF RESTRICTED STOCK, AND THE ISSUANCE OF COMMON STOCK, MAY HAVE TAX
   IMPLICATIONS THAT COULD RESULT IN ADVERSE TAX CONSEQUENCES TO RECIPIENT.
   RECIPIENT REPRESENTS THAT RECIPIENT SHOULD CONSULT A TAX ADVISOR. RECIPIENT
   FURTHER ACKNOWLEDGES THAT HE OR SHE IS NOT RELYING ON THE COMPANY FOR ANY
   TAX, FINANCIAL OR LEGAL ADVICE; AND IT IS SPECIFICALLY UNDERSTOOD BY THE
   RECIPIENT THAT NO REPRESENTATIONS ARE MADE AS TO ANY PARTICULAR TAX TREATMENT
   WITH RESPECT TO THIS AWARD.

3. Interpretation. Any dispute regarding the interpretation of this
   Performance-Based Stock Award shall be submitted to the Board or the
   Committee, which shall review such dispute in accordance with the Plan. The
   resolution of such a dispute by the Board or Committee shall be final and
   binding on the Company and Recipient.

4. Entire Agreement and Other Matters. The Plan is incorporated herein by this
   reference. This Performance-Based Stock Award and the Plan constitute the
   entire agreement of the parties hereto. This Performance-Based Stock Award
   and all rights and awards hereunder are void ab initio unless the Recipient
   agrees to be bound by all terms and provisions of this Award and the Plan.

5. Revenue Growth and Percentile of Peer Group. For purposes of this
   Performance-Based Restricted Stock Award, the term "Revenue Growth" as to the
   Company means the cumulative annual revenue growth for the Company during the
   Performance Period as determined by the Company's accountants or other
   advisors in good faith in their sole and absolute discretion consistent with
   the methodology used in computing revenue

                                                     [REYNOLDS & REYNOLDS. LOGO]
<PAGE>

   growth for companies on the Index. As to companies on the "Index", Revenue
   Growth shall be the cumulative annual revenue growth of companies in the
   Standard & Poor's MidCap 400 index during the Performance Period or, if the
   Index is discontinued, such other index or comparison group of companies as
   the Board or Committee shall specify. In determining the percentile of
   revenue growth of the companies as reflected on the index, a fraction of a
   percentile between .1 and .4 will be rounded downwards and a fraction of a
   percentile between .5 and .9 will be rounded upwards. For example, a
   percentile of 25.2 will be rounded downwards to 25.

6. Fractional Shares. If any calculation of Common Stock to be awarded or to be
   forfeited or to be released from restrictions or limitations would result in
   a fraction, any fraction of 0.5 or greater will be rounded to one, and any
   fraction of less than 0.5 will be rounded to zero.

                                                     [REYNOLDS & REYNOLDS. LOGO]
<PAGE>

2004 EXECUTIVE STOCK INCENTIVE PLAN
TIME-BASED RETENTION RESTRICTED STOCK AWARD

The Reynolds and Reynolds Company, an Ohio corporation (the "Company"), hereby
grants to the Recipient this Retention Restricted Stock Award effective as of
the Award Date. This award is subject to all of the terms and conditions of this
Retention Restricted Stock Award and The Reynolds and Reynolds Company 2004
Executive Stock Incentive Plan (the "Plan"). Unless otherwise specified,
capitalized terms shall have the meanings specified in the Plan. The terms and
conditions of the Plan are incorporated by reference and govern except to the
extent that this Retention Restricted Stock Award provides otherwise.

 RECIPIENT NAME:
     AWARD DATE:
      VEST DATE:
   AWARD NUMBER:
   AWARD SHARES:

                  SHARES SUBJECT TO RETENTION RESTRICTED
                  STOCK AWARD ("AWARD SHARES")

By accepting this Retention Restricted Stock Award and any shares of common
stock of the Company (the "Common Stock") issued pursuant to this Retention
Restricted Stock Award, Recipient acknowledges receipt of a copy of the Plan.
Recipient represents that Recipient has read and understands the terms of the
Plan and this Retention Restricted Stock Award, and accepts this Retention
Restricted Stock Award subject to all such terms and conditions. Recipient also
acknowledges that he or she should consult a tax advisor regarding the tax
aspects of this Retention Restricted Stock Award and that recipient is not
relying on the Company for any opinion or advice as to personal tax implications
of this Retention Restricted Stock Award.

For all purposes of this Retention Restricted Stock Award, the Restriction
Period shall mean the period beginning on the Award Date and ending on the date
that is six months after the effective date of employment as set forth in the
employment agreement between the Company's next Chief Executive Officer and the
Company.

By the acceptance of this Retention Restricted Stock Award, and as consideration
for the receipt of the Award Shares, recipient agrees to appoint a company
nominee[s] as his/her irrevocable proxy to vote, in the nominee[s]' discretion,
all Award Shares at the annual meeting of shareholders and at any other

                                                     [REYNOLDS & REYNOLDS. LOGO]
<PAGE>

meetings at which shareholders are entitled to vote. The Company will provide
appropriate means to effect this appointment. If Recipient fails to so appoint a
proxy within a reasonable time as specified by the Company, this Retention
Restricted Stock Award shall become null and void.

IN WITNESS WHEREOF, this Retention Restricted Stock Award has been executed by
the Company to be effective as of the Award Date specified hereon.

THE REYNOLDS AND REYNOLDS COMPANY

BY: PHIL ODEEN
    ----------------------

TERMS AND CONDITIONS

   1. Terms and Provisions of Retention Restricted Stock Award. Under the
      authority of the Plan, as of the Award Date, the Company has awarded to
      the Recipient the Award Shares subject to the following forfeiture
      restrictions based upon the continuous service of the Recipient during the
      Restriction Period.

      a. Immediate Award of Shares Subject to Service. As of the Award, the
         Recipient is hereby awarded the Award Shares subject to the following
         forfeiture restrictions:

         i.  Service. If the Recipient remains in service with the Company
             and/or a Subsidiary during the Restriction Period, six months after
             the effective date of employment as set forth in the employment
             agreement between the Company's next Chief Executive Officer and
             the Company, then all of the Award Shares shall vest and shall be
             released from any possibility of forfeiture following the end of
             the Restriction Period and Recipient shall receive such Shares free
             of such restrictions.

         ii. Cessation of Service. If the Recipient does not remain in service
             with the Company and/or a Subsidiary during the Restriction Period
             for any reason, then, as of the date on which the Recipient's
             service with the Company and/or Subsidiary ceases, all Award Shares
             shall immediately be forfeited and returned to the Company.
             Notwithstanding Section 7.4(d) of the Plan, you (or your estate)
             will not receive any Award Shares upon your death, disability
             (other than short-term disability) or retirement.

      b. By acceptance of this Retention Restricted Stock Award and as
         consideration for the receipt of the Award Shares, Recipient agrees to
         appoint a company nominee[s] as his/her irrevocable proxy to vote, in
         the nominee[s]' discretion, all Award Shares at the annual meeting of
         shareholders and at any other meetings at which shareholders are
         entitled to vote. Except as otherwise provided in this Retention
         Restricted Stock Award, the terms of the Plan

                                                     [REYNOLDS & REYNOLDS. LOGO]
<PAGE>

         shall control as to voting, dividends and other rights, restrictions
         and limitations. Recipient acknowledges and agrees that the Company
         will pay dividends on the Award Shares and that such payment will be
         received in the Recipient's next succeeding paycheck following the
         dividend payment date.

   2. Tax Consequences. RECIPIENT UNDERSTANDS THAT THE AWARD OF RESTRICTED
      STOCK, THE SALE OF RESTRICTED STOCK, AND THE ISSUANCE OF COMMON STOCK, MAY
      HAVE TAX IMPLICATIONS THAT COULD RESULT IN ADVERSE TAX CONSEQUENCES TO
      RECIPIENT. RECIPIENT REPRESENTS THAT RECIPIENT SHOULD CONSULT A TAX
      ADVISOR; RECIPIENT FURTHER ACKNOWLEDGES THAT HE OR SHE IS NOT RELYING ON
      THE COMPANY FOR ANY TAX, FINANCIAL OR LEGAL ADVICE; AND IT IS SPECIFICALLY
      UNDERSTOOD BY THE RECIPIENT THAT NO REPRESENTATIONS ARE MADE AS TO ANY
      PARTICULAR TAX TREATMENT WITH RESPECT TO THIS AWARD.

   3. Interpretation. Any dispute regarding the interpretation of this Retention
      Restricted Stock Award shall be submitted to the Board or the Committee,
      which shall review such dispute in accordance with the Plan. The
      resolution of such a dispute by the Board or Committee shall be final and
      binding on the Company and the Recipient.

   4. Entire Agreement and Other Matters. The Plan is incorporated herein by
      this reference. This Retention Restricted Stock Award and the Plan
      constitute the entire agreement of the parties hereto. This Retention
      Restricted Stock Award and all rights and awards hereunder are void ab
      initio unless the Recipient agrees to be bound by all terms and provisions
      of this Award and the Plan.

   5. Fractional Shares. If any calculation of Common Stock to be awarded or to
      be forfeited or to be released from restrictions or limitations would
      result in a fraction, any fraction of 0.5 or greater will be rounded to
      one, and any fraction of less than 0.5 will be rounded to zero.

                                                     [REYNOLDS & REYNOLDS. LOGO]
<PAGE>

2004 EXECUTIVE STOCK INCENTIVE PLAN
 PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD

Reynolds and Reynolds (Canada) Limited (the "Company"), hereby awards to
Recipient this Performance-Based Restricted Stock Unit effective as of the Award
Date. This award is subject to all of the terms and conditions of this
Performance-Based Restricted Stock Unit and The Reynolds and Reynolds Company
2004 Executive Stock Incentive Plan (the "Plan"). Unless otherwise specified,
capitalized terms have the meanings specified in the Plan. The terms and
conditions of the Plan are incorporated by reference and govern except to the
extent that this Performance-Based Restricted Stock Unit provides otherwise.

      RECIPIENT NAME:
          AWARD DATE:
           VEST DATE:
        AWARD NUMBER:
        AWARD SHARES:
                       SHARES OF THE REYNOLDS AND REYNOLDS COMPANY
                       SUBJECT TO CURRENT PERFORMANCE-BASED RESTRICTED
                       STOCK UNIT ("AWARD SHARES")

                FUTURE
         AWARD SHARES:

                       SHARES OF THE REYNOLDS AND REYNOLDS COMPANY SUBJECT TO
                       FUTURE PERFORMANCE-BASED RESTRICTED STOCK UNIT ("FUTURE
                       AWARD SHARES")

By accepting this Performance-Based Restricted Stock Unit, Recipient
acknowledges receipt of a copy of the Plan. Recipient represents that Recipient
has read and understands the terms of the Plan and this Performance-Based
Restricted Stock Unit, and accepts this Performance-Based Restricted Stock Unit
subject to all such terms and conditions. Recipient also acknowledges that he or
she should consult a tax advisor regarding the tax aspects of this
Performance-Based Restricted Stock Unit and that Recipient is not relying on the
Company for any opinion or advice as to personal tax implications of this
Performance-Based Restricted Stock Unit Award.

For all purposes of this Performance-Based Restricted Stock Unit Award, the
Performance Period shall mean the period beginning on OCTOBER 1, 200_ and ending
on SEPTEMBER 30, 200_.

Recipient acknowledges that the Award Shares and Future Award Shares are subject
to tax and that the number of Award Shares and Future Award Shares actually
received by Recipient will be reduced on account of the Recipient's tax
liability.

IN WITNESS WHEREOF, this Performance-Based Restricted Stock Unit has been
executed by the Company to be effective as of the Award Date specified hereon.

REYNOLDS AND REYNOLDS (CANADA) LIMITED

BY: /s/ DALE L. MEDFORD
    ---------------------------

                                                     [REYNOLDS & REYNOLDS. LOGO]
<PAGE>

Terms and Conditions

1. Terms and Provisions of Performance-Based Restricted Stock Unit. Under the
   authority of the Plan, as of the Award Date, the Company has awarded to the
   Recipient the Performance-Based Restricted Stock Unit, which represents a
   contingent entitlement of the Recipient to the Award Shares and Future Award
   Shares subject to the following conditions:

   a.  Award of Units Subject to Performance.

       i.   Service for Entire Performance Period. If the Recipient remains
            employed by The Reynolds and Reynolds Company and/or a Subsidiary
            through the vest date, then, as of the vest date, a percentage of
            the Performance-Based Restricted Stock Units that is determined
            based upon a comparison of the Revenue Growth of the Standard &
            Poor's MidCap 400 companies during the Performance Period with the
            Revenue Growth of The Reynolds and Reynolds Company during the
            Performance Period (as described in Section 4) shall vest and the
            Recipient shall be entitled to receive such Performance-Based
            Restricted Stock Units. All other Performance-Based Restricted Stock
            Units awarded pursuant to this subsection shall be forfeited.

       ii.  Performance Criteria. If for the Performance Period the Revenue
            Growth of the The Reynolds and Reynolds Company expressed as a
            percentage of increase places it at or below the 25th percentile of
            revenue growth of the companies as reflected on the Index, then none
            of the Performance-Based Restricted Stock Units will vest and all
            shall be forfeited. If the Revenue Growth places it above the 25th
            percentile, then the number of Performance-Based Restricted Stock
            Units earned by Recipient will be equal to the product of (a) four
            percent (4%) multiplied by (b) the nearest whole number of
            percentage points by which Revenue Growth places The Reynolds and
            Reynolds Company above the 25th percentile multiplied by (c) the
            number of Performance-Based Restricted Stock Units, up to a maximum
            payout of 100% of the Performance-Based Restricted Stock Units.

            The foregoing is illustrated by the following example: Assume that
            for the Performance Period, the Revenue Growth of The Reynolds and
            Reynolds Company when compared to revenue growth of other companies
            on the Index, places The Reynolds and Reynolds Company at the 40%
            percentile. In such circumstances, the Recipient would be entitled
            to receive 60% of the number of Performance-Based Restricted Stock
            Units determined as follows:

           1. Number of percentage points in excess of the 25th percentile = 15
           [40th - 25th = 15]

           2. 15 x 4% = 60%

       iii. Intervening Qualifying Events. If the Recipient ceases to be
            employed by The Reynolds and Reynolds Company and/or a Subsidiary
            prior to the vest date because of a Qualifying Event, then, as of
            the date on which the Qualifying Event occurs, the Recipient shall
            be entitled to receive the number of Units based upon a payout that
            is determined by using the same formula described in the preceding
            section, but comparing the Revenue Growth of The Reynolds and
            Reynolds Company using The Reynolds and Reynolds Company's most
            recently available quarterly results compared to the revenue growth
            of companies on the Index for the same period.

            The foregoing is illustrated by the following example: Assume that
            two years into the Performance Period the Recipient dies. On the
            date of Recipient's death, the most recently published quarterly
            figures for The Reynolds and Reynolds Company place its Revenue
            Growth in the 30th percentile of companies on the Index for the same
            period. Therefore, the Recipient's estate will be entitled to
            receive twenty percent (20%) of Performance-Based Restricted Stock
            Units determined as follows:

            1. Number of percentage points in excess of 25th percentile = 5
            [30th-25th = 5]

            2. 5x4%= 20%

       iv.  Other Termination of Employment. If the Recipient ceases to be
            employed by The Reynolds and Reynolds Company and/or a Subsidiary
            prior to the vest date for any reason other than a Qualifying Event,
            then, as of the date on which the Recipient's employment terminates,
            all Performance-Based Restricted Stock Units shall immediately be
            forfeited.

                                                     [REYNOLDS & REYNOLDS. LOGO]
<PAGE>

   b.  Future Award of Units Subject to Performance. The Recipient may be
       awarded additional Performance-Based Restricted Stock Units following the
       end of the Performance Period in accordance with the following terms and
       provisions:

       i.   Service. If the Recipient remains employed by The Reynolds and
            Reynolds Company and/or a Subsidiary through the vest date, then as
            of the vest date, the Recipient may be issued additional
            Performance-Based Restricted Stock Units determined based upon a
            comparison of the Revenue Growth of the Standard & Poor's MidCap 400
            companies during the Performance Period with the Revenue Growth of
            The Reynolds and Reynolds Company during the Performance Period (as
            described in Section 4).

       ii.  Performance Criteria. If the Revenue Growth of the The Reynolds and
            Reynolds Company expressed as a percentage of increase places it at
            or below the 50th percentile of revenue growth of the companies as
            reflected on the Index, then none of future Performance-Based
            Restricted Stock Units will be issued. If the Revenue Growth places
            it above the 50th percentile, then the number of future
            Performance-Based Restricted Stock Units issued to Recipient will be
            equal to the product of (a) four percent (4%) multiplied by (b) the
            nearest whole number of percentage points by which Revenue Growth
            places The Reynolds and Reynolds Company above the 50th percentile
            multiplied by (c) the number of Performance-Based Restricted Stock
            Units, up to a maximum payout of 100% of the future
            Performance-Based Restricted Stock Units. The foregoing is
            illustrated by the following example: Assume that as of the last day
            of the Performance Period, the revenue Growth of The Reynolds and
            Reynolds Company when compared to revenue growth of other companies
            of the Index, places The Reynolds and Reynolds Company at the 70th
            percentile. In such circumstances, the Recipient would be entitled
            to receive 80% of the number of Future Award Units determined as
            follows:

            1. Number of percentage points in excess of the 50th percentile = 20
            [70th - 50th = 20]

            2. 20 x 4% = 80%

       iii. Termination of Employment within Performance Period. If the
            Recipient ceases to be employed by The Reynolds and Reynolds Company
            and/or a Subsidiary during the Performance Period for any reason
            (including by reason of a Qualifying Event with respect to such
            Recipient), then the Recipient shall not be issued or receive any
            future Performance-Based Restricted Stock Units.

   c.  Voting, Dividend and Other Rights, Restrictions and Limitations. Except
       as otherwise provided in this Performance-Based Restricted Stock Unit,
       the terms of the Plan shall control as to voting, dividends and other
       rights, restrictions and limitations. Recipient will not entitled to
       voting rights, but will receive a cash payment equivalent to any declared
       dividend on the common stock of The Reynolds and Reynolds Company.

2. Tax Consequences. Upon exchange and receipt of Award Shares and Future Award
   Shares, the full fair market value of the Award Shares and Future Award
   Shares will be reported by the Company as employment income to the Recipient.
   The Company will withhold tax and other amounts required by law to be
   withheld in respect of this income. Such withholding will reduce the number
   of Award Shares and Future Award Shares received by the Recipient. Recipients
   should consult a tax advisor with respect to the tax treatment of holding and
   disposing of Award Shares and Future Award Shares.

3. Interpretation. Any dispute regarding the interpretation of this
   Performance-Based Restricted Stock Unit shall be submitted to the Board or
   the Committee, which shall review such dispute in accordance with the Plan.
   The resolution of such a dispute by the Board or Committee shall be final and
   binding on the Company and Recipient.

4. Revenue Growth and Percentile of Peer Group. For purposes of this
   Performance-Based Restricted Stock Unit, the term "Revenue Growth" as to The
   Reynolds and Reynolds Company means the cumulative annual revenue growth for
   The Reynolds and Reynolds Company during the Performance Period as determined
   by The Reynolds and Reynolds Company's accountants or other advisors in good
   faith in their sole and absolute discretion consistently with the methodology
   used in computing revenue growth for companies on the Index. As to companies
   on the "Index", Revenue Growth shall be the cumulative annual revenue growth
   of companies in the Standard & Poor's MidCap 400 index during the Performance
   Period or, if the Index is discontinued, such other index or comparison group
   of companies as the Board or Committee shall specify. In determining the
   percentile of revenue growth of the companies as reflected on the Index, a
   fraction of a percentile between .1 and .4 will be rounded downwards and a
   fraction of a percentile between .5 and .9 will be rounded upwards. For
   example, a percentile of 25.2 will be rounded downwards to 25.

                                                     [REYNOLDS & REYNOLDS. LOGO]
<PAGE>

5. Entire Agreement and Other Matters. The Plan is incorporated herein by this
   reference. This Performance-Based Restricted Stock Unit and the Plan
   constitute the entire agreement of the parties hereto. This Performance-Based
   Restricted Stock Unit and all rights and awards hereunder are void ab initio
   unless the Recipient agrees to be bound by all terms and provisions of this
   award and the Plan.

                                                     [REYNOLDS & REYNOLDS. LOGO]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.S
<SEQUENCE>6
<FILENAME>l10970aexv10ws.txt
<DESCRIPTION>SUPPLEMENTAL RETIREMENT PLAN
<TEXT>
<PAGE>

                                                                 EXHIBIT (10)(s)

                        THE REYNOLDS AND REYNOLDS COMPANY
                          SUPPLEMENTAL RETIREMENT PLAN

                          (October 1, 2002 Restatement)

<PAGE>

                        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

<PAGE>

                    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

                                                                               2
<PAGE>

            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.

                                                                               3

<PAGE>

      (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

                                                                               4

<PAGE>

            (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.

                                                                               5

<PAGE>

      (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

                                                                               6

<PAGE>

            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

                                                                               7

<PAGE>

            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.

                                                                               8

<PAGE>

                  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

<PAGE>

                  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:

                                                                              10

<PAGE>

                  (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

                                                                              11

<PAGE>

            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;

                                                                              13

<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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>7
<FILENAME>l10970aexv21.txt
<DESCRIPTION>LIST OF SUBSIDIARIES
<TEXT>
<PAGE>
                                                                    EXHIBIT (21)

                       THE REYNOLDS AND REYNOLDS COMPANY*
                              LIST OF SUBSIDIARIES
                              AS OF OCTOBER 1, 2004

Formcraft Holdings, Inc.

Incadea, GmbH

Networkcar, Inc.

Reyna Capital Corporation
      -     Reyna Funding, L.L.C.

Reynolds and Reynolds (Canada) Limited

Reynolds and Reynolds Holdings, Inc.

Reynolds and Reynolds International Corporation

Reynolds Partsco Holdings, Inc.

Reynolds Transformation Services, Inc.
      -     Automark, LLC
      -     L.S.I., LLC

Reynolds Transformation Solutions Limited

Reynolds Vehicle Registration, Inc.

*Denotes a publicly-traded company

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>8
<FILENAME>l10970aexv23.txt
<DESCRIPTION>CONSENT OF IND. REGISTERED PUB ACCTG FIRM
<TEXT>
<PAGE>

                                   EXHIBIT 23

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in The Reynolds and Reynolds
Company (1) Registration Statement No. 33-56045 on Form S-8, (2) Post-Effective
Amendment No. 1 to Registration Statement No. 333-12681 on Form S-8, (3)
Registration Statement No. 333-16583 on Form S-3, (4) Registration Statement No.
333-18585 on Form S-3, (5) Registration Statement No. 333-41983 on Form S-3, (6)
Registration Statement No. 333-41985 on Form S-3, (7) Post-Effective Amendment
No. 1 to Registration Statement No. 33-51895 on Form S-3, (8) Post-Effective
Amendment No. 1 to Registration Statement No. 33-58877 on Form S-3, (9)
Pre-Effective Amendment No. 1 to Registration Statement No. 33-61725 on Form
S-3, (10) Registration Statement No. 33-59615 on Form S-3, (11) Registration
Statement No. 33-59617 on Form S-3, (12) Registration Statement No. 333-12967 on
Form S-3, (13) Registration Statement No. 333-72639 on Form S-3, (14)
Registration Statement No. 333-85177 on Form S-8, (15) Registration Statement
No. 333-85179 on Form S-8, (16) Registration Statement No. 333-85551 on Form
S-8, (17) Registration Statement No. 333-94687 on Form S-3, (18) Registration
Statement No. 333-30090 on Form S-8, (19) Registration Statement No. 333-53798
on Form S-3, (20) Registration Statement No. 333-57272 on Form S-8, (21)
Registration Statement No. 333-70630 on Form S-8, and (22) Registration
Statement No. 333-86780 on Form S-8 of our report dated December 8, 2004, (which
report expresses an unqualified opinion and includes an explanatory paragraph
relating to the Company's change in methods of accounting for goodwill and other
intangible assets to conform to Statement of Financial Accounting Standards No.
142 and the Company's change in method of accounting for stock-based
compensation to conform to SFAS No. 123), appearing in this Annual Report on
Form 10-K of The Reynolds and Reynolds Company for the year ended September 30,
2004 and to the reference to Deloitte & Touche, LLP under the heading of
"Experts" in respective Prospectuses, which is part of each of the above
Registration Statements..

DELOITTE & TOUCHE LLP
Dayton, Ohio
December 10, 2004

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>9
<FILENAME>l10970aexv31w1.txt
<DESCRIPTION>302 CERTIFICATION OF ACTING CEO
<TEXT>
<PAGE>

                                  EXHIBIT 31.1

                                  CERTIFICATION

I, Philip A. Odeen, principal executive officer, certify that:

      1.    I have reviewed this annual report on Form 10-K of The Reynolds and
            Reynolds Company;

      2.    Based on my knowledge, this annual report does not contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this annual report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this annual report, fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the registrant as of, and for, the periods presented
            in this annual report;

      4.    The registrant's other certifying officers and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the
            registrant and have:

                  a)    designed such disclosure controls and procedures or
                        caused such disclosure controls and procedures to be
                        designed under our supervision, to ensure that material
                        information relating to the registrant, including its
                        consolidated subsidiaries, is made known to us by others
                        within those entities, particularly during the period in
                        which this annual report is being prepared;

                  b)    evaluated the effectiveness of the registrant's
                        disclosure controls and procedures and presented in this
                        annual report our conclusions about the effectiveness of
                        the disclosure controls and procedures as of the end of
                        the period covered by this annual report based on such
                        evaluation; and

                  c)    disclosed in this annual report any change in the
                        registrants internal controls over financial reporting
                        that occurred during the fourth quarter that has
                        materially affected or is reasonable likely to
                        materially affect, the registrants internal control over
                        financial reporting; and

      5.    I have disclosed to the registrant's auditors and the audit
            committee of registrant's board of director or person performing the
            equivalent function:

                  a)    all significant deficiencies and material weaknesses in
                        the design or operation of internal controls over
                        financial reporting which are reasonably likely to
                        affect the registrant's ability to record, process,
                        summarize and report financial information, and;

                  b)    any fraud, whether or not material, that involves
                        management or other employees who have a significant
                        role in the registrant's internal controls over
                        financial reporting.

Date: December 13, 2004                                      /s/ PHILIP A. ODEEN
                                                             -------------------
                                                                 Philip A. Odeen
                                     Chairman and Acting Chief Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>10
<FILENAME>l10970aexv31w2.txt
<DESCRIPTION>302 CERTIFICATION OF ACTING CFO
<TEXT>
<PAGE>

                                  EXHIBIT 31.2

                                  CERTIFICATION

I, Dale L. Medford, principal financial officer, certify that:

      1.    I have reviewed this annual report on Form 10-K of The Reynolds and
            Reynolds Company;

      2.    Based on my knowledge, this annual report does not contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this annual report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this annual report, fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the registrant as of, and for, the periods presented
            in this annual report;

      4.    The registrant's other certifying officers and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the
            registrant and have:

                  a.    designed such disclosure controls and procedures or
                        caused such disclosure controls and procedures to be
                        designed under our supervision, to ensure that material
                        information relating to the registrant, including its
                        consolidated subsidiaries, is made known to us by others
                        within those entities, particularly during the period in
                        which this annual report is being prepared;

                  b.    evaluated the effectiveness of the registrant's
                        disclosure controls and procedures and presented in this
                        annual report our conclusions about the effectiveness of
                        the disclosure controls and procedures as of the end of
                        the period covered by this annual report based on such
                        evaluation; and

                  c.    disclosed in this annual report any change in the
                        registrants internal controls over financial reporting
                        that occurred during the fourth quarter that has
                        materially affected or is reasonable likely to
                        materially affect, the registrants internal control over
                        financial reporting; and

      5.    I have disclosed to the registrant's auditors and the audit
            committee of registrant's board of director or person performing the
            equivalent function:

                  a.    all significant deficiencies and material weaknesses in
                        the design or operation of internal controls over
                        financial reporting which are reasonably likely to
                        affect the registrant's ability to record, process,
                        summarize and report financial information, and;

                  b.    any fraud, whether or not material, that involves
                        management or other employees who have a significant
                        role in the registrant's internal controls over
                        financial reporting.

Date: December 13, 2004                                     /s/ DALE L. MEDFORD
                                                            -------------------
                                                                 Dale L. Medford
                              Executive Vice President, Chief Financial Officer,
                                                and Chief Administrative Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>11
<FILENAME>l10970aexv32w1.txt
<DESCRIPTION>906 CERTIFICATION OF ACTING CEO
<TEXT>
<PAGE>

                                  EXHIBIT 32.1

                                  CERTIFICATION

I, Philip A. Odeen, certify that:

      To the best of my knowledge and belief, the Annual Report on Form 10-K
      filed with the Securities and Exchange Commission on December 13, 2004 by
      The Reynolds and Reynolds Company and to which this certification is
      appended fully complies with the requirements of Section 13(a) of the
      Securities Exchange Act of 1934, and the information contained in the
      Annual Report fairly presents, in all material respects, the financial
      condition and results of operations of The Reynolds and Reynolds Company.

                                                             /s/ PHILIP A. ODEEN
                                                             -------------------
                                                                 Philip A. Odeen
                                     Chairman and Acting Chief Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>12
<FILENAME>l10970aexv32w2.txt
<DESCRIPTION>906 CERTIFICATION OF ACTING CFO
<TEXT>
<PAGE>

                                  EXHIBIT 32.2

                                  CERTIFICATION

I, Dale L. Medford, certify that:

      To the best of my knowledge and belief, the Annual Report on Form 10-K
      filed with the Securities and Exchange Commission on December 13, 2004 by
      The Reynolds and Reynolds Company and to which this certification is
      appended fully complies with the requirements of Section 13(a) of the
      Securities Exchange Act of 1934, and the information contained in the
      Annual Report fairly presents, in all material respects, the financial
      condition and results of operations of The Reynolds and Reynolds Company.

                                                             /s/ DALE L. MEDFORD
                                                             -------------------
                                                                 Dale L. Medford
                                                       Executive Vice President,
                       Chief Financial Officer, and Chief Administrative Officer

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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