FORM OF GLOBAL SERIES A CUMULATIVE REDEEMABLE PREF



 


Exhibit 4(a)(2)


		
	 	     Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation (“DTC”), to Issuer or its agent for registration of
transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.



2,990,000 Shares


8 1/2% Series A Cumulative Redeemable Preferred Stock (par value $.01)

(Liquidation Preference $25.00 per share)

of Koger Equity, Inc.


     Koger Equity, Inc., a Florida Corporation (the “Company”), hereby
certifies that The Depository Trust Company (DTC) or registered assigns (the
“Holder”) is the registered owner of fully paid and non-assessable securities
of the Company designated the 8 1/2% Series A Cumulative Redeemable Preferred
Stock (par value $0.01) (Liquidation Preference $25.00 per share) (the
“Preferred Stock”). The shares of Preferred Stock are transferable on the
books and records of the Company’s Transfer Agent and Registrar, in person or
by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer. The designations, rights privileges,
restrictions, preferences and other terms and provisions of the Preferred Stock
represented hereby shall in all respects be subject to the provisions of the
Articles of Amendment, dated September 10, 2003 to the Amended and Restated
Articles of Incorporation, dated May 18, 2000, as the same may be amended from
time to time (the “Articles of Amendment”). Capitalized terms used herein but
not defined shall have the meaning given them in the Articles of Amendment .
The Company will provide a copy of the Articles of Amendment to any record or
beneficial owner of the Preferred Stock without charge upon written request to
the Company at its principal place of business.


     Reference is hereby made to the Articles of Amendment, which shall for all
purposes have the same effect as if set forth at this place.


     Upon receipt of this certificate, the Holder is bound by the Articles of
Amendment and is entitled to the benefits and limitations hereunder and
thereunder.


     Unless the Transfer Agent’s Certificate of Authentication hereon has been
properly executed, these shares of Preferred Stock shall not be entitled to any
benefit under the Articles of Amendment or be valid or obligatory for any
purposes.


 






 


IN WITNESS WHEREOF, Koger Equity, Inc. has executed this certificate this 10th
day of September, 2003.



	 	 	 
	 	 	
KOGER EQUITY, INC.
	 	 	 
	 	 	 
	 	 	
By: /s/ Victor A. Hughes
	 	 	


	 	 	
Chairman of the Board
	 	 	 
	 	 	 
	 	 	
By: /s/ Steven A. Abney
	 	 	


	 	 	
Chief Accounting Officer



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TRANSFER AGENT’S CERTIFICATE OF AUTHENTICATION


     This is a certificate representing shares of 8 1/2% Series A Cumulative
Redeemable Preferred Stock referred to in the within mentioned Articles of
Amendment.


     Date:



	 	 	 
	 	 	
Wells Fargo Bank Minnesota, N.A.
	 
	 
	 	 	
By: /s/ Claudine Anderson
	 	 	


	 	 	
Claudine Anderson

Authorized Signatory



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REVERSE OF SECURITY


     As required under Florida law, the Company shall furnish to any Holder
upon request and without charge, a full summary statement of the designations,
voting rights, preferences, limitations and special rights of the shares of
each class or series authorized to be issued by the Company so far as they have
been fixed and determined.


ASSIGNMENT


     FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of
Preferred Stock evidenced hereby to:     
     
     
     


     (Insert assignee’s social security or tax identification number)
     
     
     


     (Insert address and zip code of assignee)


and irrevocably appoints:      , agent to transfer
the shares of Preferred Stock evidenced hereby on the books of the Transfer
Agent and Registrar. The agent may substitute another to act for him or her.


     Date:



		
	 	     Signature:     




		
	 	     (Sign exactly as your name appears on the 8 1/2% Series
	 	     A Cumulative Redeemable Preferred Stock Certificate)




		
	 	     Signature Guarantee:1      







	 	 	1 Signature must be guaranteed by and “eligible guarantor institution” that is,
a bank, stockbroker, savings and loan association or credit union meeting the
requirements of the Transfer Agent and Registrar, which requirements include
membership in the Securities Transfer Agents Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be determined by the Transfer
Agent and Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.



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