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RIGHTS AGENT APPOINTMENT LETTER

Agency Agreement

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 This Agency Agreement involves

REYNOLDS amp| REYNOLDS CO | Wells Fargo Bank, N.A.

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Title: RIGHTS AGENT APPOINTMENT LETTER
Date: 12/13/2004
Industry: Computer Networks    

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<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



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