RIGHTS AGENT APPOINTMENT LETTER

<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