REYNOLDS & REYNOLDS CO
EX-10.J   GENERAL FORM OF INDEMNIFICATION AGREEMNT
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<TYPE>EX-10.J
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<FILENAME>l97170aexv10wj.txt
<DESCRIPTION>EX-10.J   GENERAL FORM OF INDEMNIFICATION AGREEMNT
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                                Exhibit (10) (j)

                           INDEMNIFICATION AGREEMENT

         THIS AGREEMENT, effective as of ________________, is by and between The
Reynolds and Reynolds Company, an Ohio corporation (the "Company"), and
________________________ (the "Indemnitee").

         WHEREAS, it is essential to the Company to retain and attract as
directors the most capable persons available;

         WHEREAS, Indemnitee is a director of the Company;

         WHEREAS, both the Company and Indemnitee recognize the increased risk
of litigation and other claims being asserted against directors of public
companies in today's environment;

         WHEREAS, the Code of Regulations of the Company requires the Company to
indemnify and advance expenses to its directors and officers to the full extent
permitted by law and the Indemnitee has been serving and continues to serve as a
director of the Company in part in reliance on such Code of Regulations;

         WHEREAS, in recognition of Indemnitee's need for substantial protection
against personal liability in order to enhance Indemnitee's continued service to
the Company in an effective manner, and Indemnitee's reliance on the aforesaid
Code of Regulations, and in part to provide Indemnitee with specific contractual
assurance that the protection promised by such Code of Regulations be available
to Indemnitee (regardless of, among other things, any amendment to or revocation
of such Code of Regulations or any change in the composition of the Company's
Board of Directors or certain acquisition transactions relating to the Company),
the Company wishes to provide in this Agreement for the indemnification of and
the advancing of expenses to Indemnitee to the fullest extent (whether partial
or complete) permitted by law and as set forth in this Agreement, and, to the
extent insurance is maintained, for the continued coverage of Indemnitee under
the Company's directors' liability insurance policies;

         NOW, THEREFORE, in consideration of the premises and of Indemnitee
continuing to serve the Company directly or, at its request, another enterprise,
and intending to be legally bound hereby, the parties hereto agree as follows:

1.       Certain Definitions:

         (a)      CHANGE IN CONTROL: shall be deemed to have occurred if: (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

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                  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 stockholders of the Company in
                  substantially the same proportions as their ownership of stock
                  of the Company), is or becomes the "beneficial owner" (as
                  defined in Rule 13d-3 under the Exchange Act), directly or
                  indirectly, of securities of the Company representing 20% or
                  more of the combined voting power of the Company's then
                  outstanding securities, or (ii) during any period of two
                  consecutive years (not including any period prior to the
                  execution of this Agreement), individuals who at the beginning
                  of such period constitute the Board of Directors of the
                  Company, any new director (other than a director designated by
                  a person who has entered into an agreement with the Company to
                  effect a transaction described in clause (i), (iii) or (iv) of
                  this Section) whose election by the Company's stockholders 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; or (iii)
                  the consummation of a merger or consolidation of the Company
                  or any direct or indirect subsidiary of the Company with any
                  other corporation, other than (a) a merger or consolidation
                  which would result in the Voting Securities of the Company
                  outstanding immediately prior to such merger or consolidation
                  continuing to represent (either by remaining outstanding or by
                  being converted into Voting Securities of the surviving entity
                  or any parent thereof) more than 50% of the combined voting
                  power of the Voting Securities of the Company or such
                  surviving entity or parent thereof outstanding immediately
                  after such merger or consolidation or (b) a merger or
                  consolidation effected to implement a recapitalization of the
                  Company (or similar transaction) in which no "person" (as
                  hereinabove defined) is or becomes the beneficial owner,
                  directly or indirectly, of securities of the Company (not
                  including in the securities beneficially owned by such person
                  any securities acquired directly from the Company or its
                  affiliates other than in connection with the acquisition by
                  the Company or its affiliates of a business) representing
                  twenty percent (20%) or more of the combined voting power of
                  the Company's then outstanding securities; or (iv) the
                  stockholders of the Company approve a plan of liquidation,
                  dissolution or winding up of the Company or an agreement for
                  the sale or other disposition by the Company of all or
                  substantially all the Company's assets.

         (b)      CLAIM: any threatened, pending or completed action, suit,
                  proceeding, alternative dispute resolution, or any inquiry,
                  hearing or investigation, whether instituted by the Company or
                  any other party, that Indemnitee in good faith believes might
                  lead to the institution of any such action, suit, proceeding
                  or alternative dispute resolution, whether civil, criminal,
                  administrative, investigative or other.

         (c)      EXPENSES: means any and all expenses (including attorneys'
                  fees and all other costs, expenses and obligations incurred in
                  connection with investigating, defending, being a witness in
                  or participating in (including on appeal), or preparing to
                  defend, be a witness in or participate in, any such action,
                  suit, proceeding, alternative dispute resolution, hearing,
                  inquiry or investigation),

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                  judgments, fines, penalties and amounts paid in settlement
                  (if, and only if such settlement is approved by the Company,
                  which approval shall not be unreasonably withheld) of any
                  Claim relating to an Indemnifiable Event.

         (d)      INDEMNIFIABLE EVENT: any event or occurrence related to or
                  arising in part or in whole out of the fact that Indemnitee is
                  or was or may be deemed to be a director, officer, employee,
                  agent or fiduciary of the Company or any subsidiary of the
                  Company, or is or was serving or may be deemed to be serving
                  at the request of the Company as a director, officer,
                  employee, trustee, member, manager, agent or fiduciary of
                  another corporation, partnership, limited liability company,
                  joint venture, employee benefit plan, trust or other
                  enterprise, or by reason of anything done or not done by
                  Indemnitee in any such capacity.

         (e)      INDEPENDENT LEGAL COUNSEL: an attorney or firm of attorneys,
                  selected in accordance with the provisions of Section 4, who
                  shall not have otherwise performed services for the Company or
                  indemnitee within the last five years (other than with respect
                  to matters concerning the rights of Indemnitee under this
                  Agreement, or of other indemnitees under similar indemnity
                  agreements).

         (f)      REVIEWING PARTY: any appropriate person or body consisting of
                  a member or members of the Company's Board of Directors or any
                  other person or body appointed by such Board who is not a
                  party to the particular Claim for which Indemnitee is seeking
                  indemnification, or Independent Legal Counsel.

         (g)      VOTING SECURITIES: any securities of the Company which vote
                  generally in the election of directors.

2.       Basic Indemnification Arrangement.

         (a)      In the event Indemnitee was, is or becomes a party to or
                  witness or other participant in, or is threatened to be made a
                  party to or witness or other participant in, a Claim by reason
                  of (or arising in part out of) an Indemnifiable Event, the
                  Company shall indemnify and hold harmless Indemnitee to the
                  fullest extent permitted by law as soon as practicable but in
                  any event no later than thirty days after written demand is
                  presented to the Company, against any and all Expenses of such
                  Claim. If so requested by Indemnitee, the Company shall
                  advance (within two business days of such request) any and all
                  Expenses to Indemnitee (an "Expense Advance"). Notwithstanding
                  anything in this Agreement to the contrary and subject to
                  Section 5 below, prior to a Change in Control, Indemnitee
                  shall not be entitled to indemnification pursuant to this
                  Agreement in connection with any action initiated by
                  Indemnitee, other than a Legal Proceeding described in Section
                  2(b) which shall be permitted as provided in Section 2(b), (an
                  "Indemnitee Initiated Action") unless the Board of Directors
                  has authorized or consented to the initiation of such action.

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         (b)      Notwithstanding the foregoing, (i) the obligations of the
                  Company under Section 2(a) shall be subject to the condition
                  that the Reviewing Party shall not have determined (in a
                  written opinion, in any case in which the Independent Legal
                  Counsel referred to in Section 4 hereof is involved) that
                  Indemnitee would not be permitted to be indemnified under
                  applicable law, and (ii) the obligation of the Company to make
                  an Expense Advance pursuant to Section 2(a) shall be subject
                  to the condition that, if, when and to the extent that the
                  Reviewing Party determines that Indemnitee would not be
                  permitted to be so indemnified under applicable law, the
                  Company shall be entitled to be reimbursed by Indemnitee (who
                  hereby agrees to reimburse the Company) for all such amounts
                  theretofore paid; provided, however, that if Indemnitee has
                  commenced or thereafter commences legal proceedings in a court
                  of competent jurisdiction to secure a determination that
                  Indemnitee should be indemnified under applicable law (a
                  "Legal Proceeding"), any determination made by the Reviewing
                  Party that Indemnitee would not be permitted to be indemnified
                  under applicable law shall not be binding, and Indemnitee
                  shall not be required to reimburse the Company for any Expense
                  Advance until a final judicial determination is made with
                  respect to such Legal Proceeding (as to which all rights of
                  appeal therefrom have been exhausted or lapsed). If the final
                  determination made in a Legal Proceeding is that the
                  Indemnitee is or was entitled to indemnification, the Company
                  shall indemnify Indemnitee against Expenses incurred by
                  Indemnitee in connection with such Legal Proceeding.

         (c)      If there has not been a Change in Control, the Reviewing Party
                  shall be selected by the Board of Directors, and if there has
                  been such a Change in Control (other than a Change in Control
                  which has been approved by a majority of the Company's Board
                  of Directors who were directors immediately prior to such
                  Change in Control), the Reviewing Party shall be the
                  Independent Legal Counsel referred to in Section 4 hereof. If
                  there has been no determination by the Reviewing Party or if
                  the Reviewing Party determines that Indemnitee substantively
                  would not be permitted to be indemnified in whole or in part
                  under applicable law, Indemnitee shall have the right to
                  commence litigation in any court in the State of Ohio having
                  subject matter jurisdiction thereof and in which venue is
                  proper seeking an initial determination by the court or
                  challenging any such determination by the Reviewing Party or
                  any aspect thereof, including the legal or factual bases
                  therefor, and the Company hereby consents to service of
                  process and to appear in any such proceeding. Any
                  determination by the Reviewing Party otherwise shall be
                  conclusive and binding on the Company and Indemnitee.

3.       Contribution. If the indemnification provided for in Section 2(a) above
         for any reason is held by a court of competent jurisdiction to be
         unavailable to Indemnitee in respect of any Expenses of a Claim, then
         the Company, in lieu of indemnifying Indemnitee thereunder, shall
         contribute to the amount of Expenses paid or payable by Indemnitee (i)
         in such proportion as is appropriate to reflect the relative benefits
         received by the Company and Indemnitee, or (ii) if the allocation
         provided by clause (i) above is not permitted by

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         applicable law, in such proportion as is appropriate to reflect not
         only the relative benefits referred to in clause (i) above but also the
         relative fault of the Company and Indemnitee in connection with the
         action or inaction which resulted in such Expenses, as well as any
         other relevant equitable considerations. The Company and Indemnitee
         agree that it would not be just and equitable if contribution pursuant
         to this Section 3 were determined by pro rata or per capita allocation
         or by any other method of allocation which does not take account of the
         equitable considerations referred to in the immediately preceding
         sentence. No person found guilty of fraudulent misrepresentation
         (within the meaning of Section 11(f) of the Securities Act of 1933, as
         amended) shall be entitled to contribution from any person who was not
         found guilty of such fraudulent misrepresentation.

4.       Change in Control. The Company agrees that if there is a Change in
         Control of the Company (other than a Change in Control which has been
         approved by a majority of the Company's Board of Directors who were
         directors immediately prior to such Change in Control) then, with
         respect to all matters thereafter arising concerning the rights of
         Indemnitee to indemnity payments and Expense Advances under this
         Agreement or any other agreement or Company Regulation now or hereafter
         in effect relating to Claims or Indemnifiable Events, the Company shall
         seek legal advice only from Independent Legal Counsel selected by
         Indemnitee and approved by the Company (which approval shall not be
         unreasonably withheld). Such counsel, among other things, shall render
         its written opinion to the Company and Indemnitee as to whether and to
         what extent the Indemnitee would be permitted to be indemnified under
         applicable law. The Company agrees to pay the reasonable fees of the
         Independent Legal Counsel referred to above and to fully indemnity such
         counsel against any and all expenses (including attorneys' fees),
         claims, liabilities and damages arising out of or relating to this
         Agreement or its engagement pursuant hereto.

5.       Indemnification for an Indemnitee Initiated Action. The Company shall
         indemnify Indemnitee against any and all Expenses and, if requested by
         Indemnitee, shall (within two business days of such request) advance
         such Expenses to Indemnitee, which are incurred by Indemnitee in
         connection with any Indemnitee Initiated Action, regardless of the
         ultimate outcome of such Indemnitee Initiated Action.

6.       Notice. Indemnitee shall give the Company written notice as soon as
         practicable of any Claim made against Indemnitee relating to an
         Indemnifiable Event. Notice to the Company shall be directed to the
         Company's Chief Executive Officer at the address shown on the signature
         page of this Agreement (or such other address as designated by the
         Company).

7.       Selection of Counsel. In the event the Company shall be obligated
         hereunder to pay the Expenses of any Claim, the Company shall be
         entitled to assume the defense of such Claim, with counsel reasonably
         approved by Indemnitee, upon the delivery to Indemnitee of written
         notice of its election to do so. After delivery of such notice,
         approval of such counsel by Indemnitee and the retention of such
         counsel by the Company, the Company will not be liable to Indemnitee
         under this Agreement for any fees of counsel subsequently incurred by
         Indemnitee with respect to the same Claim; provided that, (i)

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         the Indemnitee shall have the right to employ Indemnitee's counsel in
         any such Claim at Indemnitee's expense; (ii) Indemnitee shall have the
         right to employ its own counsel in connection with any such proceeding,
         at the expense of the Company, if such counsel serves in a review,
         observer, advice and counseling capacity and does not otherwise
         materially control or participate in the defense of such proceeding;
         and (iii) if (A) the employment of counsel by Indemnitee has been
         previously authorized by the Company, (B) Indemnitee shall have
         reasonably concluded that there is a conflict of interest between the
         Company and Indemnitee in the conduct of any such defense, or (C) the
         Company shall not continue to retain such counsel to defend such Claim,
         then the fees and expenses of Indemnitee's counsel shall be at the
         expense of the Company.

8.       Partial Indemnity, Etc. If Indemnitee is entitled under any provision
         of this Agreement to indemnification by the Company for some or a
         portion of the Expenses relating to a Claim but not, however, for the
         entire amount thereof, the Company shall nevertheless indemnity
         Indemnitee for the portion thereof to which Indemnitee is entitled.
         Moreover, notwithstanding any other provision of this Agreement, to the
         extent that Indemnitee has been successful on the merits or otherwise
         in defense of any or all Claims relating in whole or in part to an
         Indemnifiable Event or in defense of any issue or matter therein,
         including dismissal without prejudice, Indemnitee shall be indemnified
         against all Expenses incurred in connection therewith.

9.       Burden of Proof. In connection with any determination by the Reviewing
         Party or otherwise as to whether Indemnitee is entitled to be
         indemnified hereunder the burden of proof shall be on the Company to
         establish that Indemnitee is not so entitled.

10.      No Presumptions. For purposes of this Agreement, the termination of any
         Claim, by judgment, order, settlement (whether with or without court
         approval) or conviction, or upon a plea of nolo contendere, or its
         equivalent, shall not create a presumption that Indemnitee did not meet
         any particular standard of conduct or have any particular belief or
         that a court has determined that indemnification is not permitted by
         applicable law. In addition, neither the failure of the Reviewing Party
         to have made a determination as to whether Indemnitee has met any
         particular standard of conduct or had any particular belief, nor an
         actual determination by the Reviewing Party that Indemnitee has not met
         such standard of conduct or did not have such belief, prior to the
         commencement of legal proceedings by Indemnitee to secure a judicial
         determination that Indemnitee should be indemnified under applicable
         law shall be a defense to Indemnitee's claim or create a presumption
         that Indemnitee has not met any particular standard of conduct or did
         not have any particular belief.

11.      Nonexclusivity, Etc. The rights of the Indemnitee hereunder shall be in
         addition to any other rights Indemnitee may have under the Company's
         Articles of Incorporation, the Company's Code of Regulations or the
         Ohio General Corporation Law or otherwise. To the extent that a change
         in the Company's Articles of Incorporation, the Company's Code of
         Regulations or the Ohio General Corporation Law (whether by statute or
         judicial decision) permits greater indemnification by agreement than
         would be afforded currently,

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         it is the intent of the parties hereto that Indemnitee shall enjoy by
         this Agreement the greater benefits so afforded by such change.

12.      Liability Insurance. To the extent the Company maintains an insurance
         policy or policies providing directors' liability insurance, Indemnitee
         shall be covered by such policy or policies, in accordance with its or
         their terms, to the maximum extent of the coverage available for any
         Company director or officer.

13.      Period of Limitations. No legal action shall be brought and no cause of
         action shall be asserted by or in the right of the Company against
         Indemnitee, Indemnitee's spouse, heirs, executors or personal or legal
         representatives after the expiration of five years from the date of
         accrual of such cause of action, and any claim or cause of action of
         the Company shall be extinguished and deemed released unless asserted
         by the timely filing of a legal action within such five-year period;
         provided, however, that if any shorter period of limitations is
         otherwise applicable to any such cause of action such shorter period
         shall govern.

14.      Amendments, Etc. No supplement, modification or amendment of this
         Agreement shall be binding unless executed in writing by both of the
         parties hereto. Any failure of any of the parties hereto to comply with
         any terms or provision of this Agreement may be waived by the party
         entitled to the benefits thereof at any time by an instrument in
         writing signed by or on behalf of such party, but such waiver or
         failure to insist on strict compliance with such terms or provisions
         shall not be construed as a waiver of, or estoppel with respect to, any
         subsequent or other failure to comply nor shall waiver of any of the
         provisions of this Agreement be deemed to constitute a waiver of any
         other provisions hereof (whether or not similar).

15.      Subrogation. In the event of payment under this Agreement, the Company
         shall be subrogated to the extent of such payment to all of the rights
         of recovery of Indemnitee, who shall execute all papers required and
         shall do everything that may be necessary to secure such rights,
         including the execution of such documents necessary to enable the
         Company effectively to bring suit to enforce such rights.

16.      No Duplication of Payments. The Company shall not be liable under this
         Agreement to make any payment in connection with any Claim made against
         Indemnitee to the extent Indemnitee has otherwise actually received
         payment (under any insurance policy, Regulation or otherwise) of the
         amounts otherwise indemnifiable hereunder.

17.      Binding Effect, Etc. This Agreement shall be binding upon and inure to
         the benefit of and be enforceable by the parties hereto and their
         respective successors, assigns, including any direct or indirect
         successor by purchase, merger, consolidation or otherwise to all or
         substantially all of the business and/or assets of the Company,
         spouses, heirs, executors and personal and legal representatives. This
         Agreement shall continue in effect regardless of whether Indemnitee
         continues to serve as an officer or director of the Company or of any
         other enterprise at the Company's request.

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18.      No Construction as Employment Agreement. Nothing contained herein shall
         be construed as giving Indemnitee, if an employee of the Company or any
         of its related enterprises, any right to be retained in the employ of
         the Company or any of its related enterprises.

19.      Severability. The provisions of this Agreement shall be severable in
         the event that any of the provisions hereof (including any provision
         within a single section, paragraph or sentence) is held by a court of
         competent jurisdiction to be invalid, void or otherwise unenforceable
         in any respect, and the validity and enforceability of any such
         provision in every other respect and of the remaining provisions hereof
         shall not be in any way impaired and shall remain enforceable to the
         fullest extent permitted by law.

20.      Governing Law. This Agreement shall be governed by and construed and
         enforced in accordance with the laws of the State of Ohio applicable to
         contracts made and to be performed in such state without giving effect
         to the principles of conflicts of laws.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the _____ day of ________________ 2002.

                                THE REYNOLDS AND REYNOLDS COMPANY

                                By:_______________________________
                                     Lloyd G. Waterhouse, Chairman, Chief
                                     Executive Officer and President
                                     Address: ________________________
                                     _________________________________
                                     _________________________________

                                   _______________________________
                                     [DIRECTOR]

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