EXHIBIT 10(b)


                               AMENDMENT NUMBER 1
                       TO THE SECOND AMENDED AND RESTATED
                     EMPLOYMENT AGREEMENT OF DAVID R. HOLMES
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         AMENDMENT NUMBER 1 TO THE SECOND AMENDED AND RESTATED EMPLOYMENT
AGREEMENT is entered into between THE REYNOLDS AND REYNOLDS COMPANY, an Ohio
corporation ("REYNOLDS"), and DAVID R. HOLMES ("HOLMES"), effective as of August
7, 2001 (the "AMENDMENT DATE").

         Reynolds and Holmes executed the Second Amended and Restated Employment
Agreement (the "AGREEMENT") as of August 17, 1998, pursuant to which Holmes is
currently employed as Chairman of the Board. Reynolds and Holmes now desire to
clarify the original intent of the Agreement in light of certain recent changes
to Reynolds' bonus plan.

         Therefore, Reynolds and Holmes agree as follows:

1.       Section 2(c) shall be removed and replaced with the following:

         (c) "Bonuses" shall mean bonus payments earned by Holmes under
         Reynolds' Incentive Compensation Plans and under any future bonus or
         incentive compensation plans of Reynolds for its executive officers
         (irrespective of the manner in which such bonus payments are paid).
         Effective as of October 1, 2000 (the "CHANGE DATE") the intermediate
         bonus previously paid to Holmes was eliminated. Retirement or Early
         Retirement Benefits under Article 6 of this Agreement shall be
         calculated as though the intermediate bonus, as calculated immediately
         prior to the Change Date, continued to be paid for the remaining term
         of this Agreement.

2.       Section 2(m) shall be removed and replaced with the following:

         (m) "Retirement Benefits" shall mean payments to Holmes based upon his
         lifetime in an annual amount equal to a designated percentage of
         Holmes' Final Average Annual Compensation or, in the case of Section
         8(d) below, Final Annual Compensation, which shall be comprised of the
         sum of:
                  (i) Holmes' primary Social Security retirement benefits when
         he is entitled to receive such benefit (age sixty-two (62)) [until that
         time an amount equal to the primary Social Security retirement benefit
         shall be paid to Holmes from Reynolds' Supplemental Plan];





                  (ii) Holmes' pension benefits determined as a life annuity
         (without regard to actual payment form) under the Pension Plan;

                  (iii) deferred compensation payments under the Non-Qualified
         Deferred Compensation and Disability Agreement dated June 15, 1992,
         between Reynolds and Holmes, which sets forth the terms and conditions
         of Holmes' participation in the program commonly referred to as the
         "officers salary continuation plan"; and

                  (iv) such amount of supplemental retirement benefits under the
         Supplemental Plan as shall be necessary to achieve the designated
         percentage of Holmes' Final Average Annual Compensation or, in the case
         of Section 8(d) below, Final Annual Compensation.

                  There shall be no adjustment to the preceding calculation as a
         result of payments to Holmes pursuant to a Deferred Compensation
         Agreement entered into between Reynolds and Holmes, and dated October
         1, 1984, however.

                  In addition to said annual amount, Retirement Benefits shall
         include a continuation of coverage for the remainder of Holmes' life
         under Reynolds-sponsored medical benefits and life insurance programs,
         but only to the extent applicable to participants in Reynolds' retiree
         medical plans. For purposes of determining the amount of supplemental
         retirement benefits to be paid by Reynolds pursuant to the Supplemental
         Plan, the method of payment of retirement benefits to Holmes pursuant
         to the Pension Plan shall determine the amount and method of payment of
         the supplemental retirement payments pursuant to the Supplemental Plan.
         These payments by Reynolds pursuant to the Supplemental Plan shall
         continue so long as pension benefits are payable under the Pension Plan
         and shall be in addition to the pension benefit payments under the
         Pension Plan.

         TO EVIDENCE THEIR AGREEMENT, the parties have executed this amendment
as of the Amendment Date.

                                       THE REYNOLDS AND REYNOLDS COMPANY


                                       By: _____________________________________


                                       _________________________________________
                                       DAVID R. HOLMES