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Rights Agent Appointment Letter

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

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Date: 12/13/2004
Industry: Computer Networks    

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                                                                  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 of this letter. This appointment is made pursuant to Section 21 of the

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