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                                                                EXHIBIT 10(d)(3)

                                 AMENDMENT NO. 2
                                       TO
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                                FOR EXECUTIVES OF
                      KOGER EQUITY, INC. AND PARTICIPATING
                                RELATED ENTITIES

         Pursuant to Article 8 of the Supplemental Executive Retirement Plan for
Executives of Koger Equity, Inc. and Participating Related Entities (the
"Plan"), the Plan is hereby amended as follows:

         1. The second sentence of Section 5.3 is deleted and replaced in its
entirety by the following:

         "If a Participant dies before commencement of benefits, the
         Participant's surviving spouse in the case of a Schedule B or Schedule
         E Participant or the Participant's Beneficiary in the case of Schedule
         C Participant may elect to have the applicable annual benefit under
         Section 5.1, 5.2 or 5.4 commence at any time after the Participant's
         62nd birthday (but not later than the Participant's Normal Retirement
         Date)."

         2. The following new Section 5.4 is added at the end of Article 5:

                  "5.4     Schedule E Participants.

                  (a) Subject to Section 5.3, the annual benefit payable under
         the Plan to a Participant listed on Schedule E (a "Schedule E
         Participant") will be (i) minus (ii) minus (iii), where

                           (i) is 35% of the Participant's Base Pay multiplied
                           in the case of a Participant with fewer than five
                           Years of Service by a fraction the numerator of which
                           is the Participant's Years of Service and the
                           denominator of which is 5;

                           (ii) is the annual benefit payable commencing at
                           retirement in the form of a 50% joint and survivor
                           annuity (with the Participant's spouse as contingent
                           annuitant) that is the actuarial equivalent of the
                           Participant's Basic Plan Benefit (using the actuarial
                           assumptions set forth in Schedule D as that Schedule
                           may from time to time be amended by the Company); and

                           (iii) is the Participant's annual Social Security
                           Benefit.


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                  (b) Subject to Section 5.3, the Schedule E Participant's
         annual benefit will commence at his or her Normal Retirement Date (or
         such later date on which the Participant actually retires) and continue
         for his or her lifetime. If a Participant dies leaving a surviving
         spouse, an annual benefit equal to 50% of the Participant's annual
         benefit will be paid to his or her surviving spouse for the lifetime of
         the surviving spouse.

                  (c) A Schedule E Participant and his or her surviving spouse
         will be entitled to medical insurance coverage to the same extent as a
         Schedule B Participant under the terms of Section 5.1(c)."

         3. The following new Section 6.4 is inserted at the end of Article 6:

                  "6.4 Schedule E Participants. In the event of either (a) a
         "Qualified Termination" of a Schedule E Participant, or (b) the
         termination of a Schedule E Participant's employment following the
         expiration of the original term of the Participant's employment
         agreement with the Company and as result of a decision by the Company
         not to extend such employment agreement, (i) the Participant will,
         notwithstanding any other provision of the Plan, immediately become
         fully vested in his or her retirement benefits under Section 5.4, and
         (ii) such benefits will be calculated without any reduction for fewer
         than five Years of Service that might otherwise be required under
         Section 5.4(a)(i)."

         4. Schedule E attached hereto is appended to the Plan.

         IN WITNESS WHEREOF, the Company has caused this Plan to be executed by
its duly authorized officer this 19th day of May, 1998.


                                             KOGER EQUITY, INC.


                                             By: /s/ W. Lawrence Jenkins, V. P.
                                                 ------------------------------


                                             KOGER REALTY SERVICES, INC.

                                             By: /s/ W. Lawrence Jenkins, V. P.
                                                 ------------------------------


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                                   SCHEDULE E

<TABLE>
<CAPTION>
Participants
------------
<S>                       <C>
David B. Hiley
</TABLE>



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