REYNOLDS & REYNOLDS CO
EX-(10)(CC) AMENDMENT TO SUPPLEMENTAL RETIREMENT
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<TYPE>EX-10.CC
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<FILENAME>l92008aex10-cc.txt
<DESCRIPTION>EX-(10)(CC) AMENDMENT TO SUPPLEMENTAL RETIREMENT
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                                                                EXHIBIT (10)(cc)

                               AMENDMENT NUMBER 5
                                     TO THE
                          REYNOLDS AND REYNOLDS COMPANY
                          SUPPLEMENTAL RETIREMENT PLAN


         The Reynolds and Reynolds Company (the "COMPANY") adopted The Reynolds
and Reynolds Company Supplemental Retirement Plan (the "PLAN") effective October
1, 1978. The Company has reserved the right under Section 8.5 of the Plan to
amend the Plan at any time and has done so from time to time. The Company now
desires to further amend the Plan as follows:


         Effective December 1, 2001, Section 1.5 shall be amended and restated
in its entirety as follows:

         SECTION 1.5 - CHANGE IN CONTROL


         "CHANGE IN CONTROL" shall mean the occurrence of any of the following:

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

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


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         (c)      the consummation of a merger or consolidation of the Company
                  or any direct or indirect subsidiary of the Company with any
                  other corporation, other than (1) a merger or consolidation
                  which would result in the voting securities of the Company
                  outstanding immediately prior to such merger or consolidation
                  continuing to represent (either by remaining outstanding or by
                  being converted into voting securities of the surviving entity
                  or any parent thereof) more than 50% of the combined voting
                  power of the voting securities of the Company or such
                  surviving entity or parent thereof outstanding immediately
                  after such merger or consolidation or (2) a merger or
                  consolidation effected to implement a recapitalization of the
                  Company (or similar transaction) in which no "person" (as
                  hereinabove defined) is or becomes the beneficial owner,
                  directly or indirectly, of securities of the Company (not
                  including in the securities beneficially owned by such person
                  any securities acquired directly from the Company or its
                  affiliates other than in connection with the securities
                  acquired directly from the Company or its affiliates other
                  than in connection with the acquisition by the Company or its
                  affiliates of a business) representing twenty percent (20%) or
                  more of the combined voting power of the Company's then
                  outstanding securities; or

         (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.


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