THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Reynolds & Reynolds Company (The) (REY)

5/15/2006 Proxy Information

During the fiscal year ended 2005, we paid approximately a total of $191,107.94 (US) and $85,135.02 (CAN) to Avaya, Inc. for the purchase of certain equipment and software, installation and other services and support for the Company’s facilities, and for continuation of other communication-related services. Mr. Odeen, one of our current directors, also serves as a director of Avaya and served as interim CEO of the Company from July 2004 to January 2005.

Mr. Grant retired from The Reynolds & Reynolds Company after 36 years of service.

1/6/2005 Proxy Information

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended 2004, Philip A. Odeen, Dr. David E. Fry, Cleve L. Killingsworth, Jr. and Renato Zambonini were Members of the Compensation Committee. Mr. Odeen served as Chairman until July 7, 2004, at which time he assumed the position as Chairman and Acting Chief Executive Officer of the Company and stepped down from the Committee. Dr. Fry then assumed the position of Chairman, and Mr. Zambonini was appointed as a new member of the Committee.

Certain Relationships and Related Transactions

During the fiscal year ended 2004, we paid approximately $466,000 to Avaya, Inc. for the purchase of certain equipment and software, installation and other services and support for the company's facilities, and for continuation of other communication-related services. Mr. Peterson, a director of the company, is the Chairman, President and Chief Executive Officer of Avaya, Inc. and Mr. Odeen, the company's Chairman and Acting Chief Executive Officer, is a director of Avaya.

12/30/2003 Proxy Information

On November 27, 2002 and November 29, 2002, respectively, we entered into two arms-length transactions with Mr. Mita, pursuant to which we purchased from Mr. Mita in off-market, private transactions, an aggregate of 577,000 shares of our Class A common stock. The first transaction, for 200,000 shares, was for a purchase price per share of $25.78 for an aggregate purchase price of $5,156,000. This purchase price was determined by using the valuation dates of November 22, 25 and 26, 2002 with the parties determining the average of the high and low share prices for our stock for each of such days as reported in the Wall Street Journal. The average of these three numbers was then discounted by 2.4% in accordance with an agreement dated May 18, 2000 between us and Mr. Mita, entered into in connection with our purchase of all outstanding membership interests of HAC Group LLC. The second transaction, for 377,000 shares, was completed on November 29, 2002 by utilizing the same methodology except that the valuation dates were November 25, 26 and 27, 2002. The purchase price per share was $25.87 and the aggregate purchase price was $9,752,990.