9th Amendment to Common Stock Rights Agreement



 






Exhibit 4(k)




EIGHTH AMENDMENT TO KOGER EQUITY, INC.

COMMON STOCK RIGHTS AGREEMENT

DATED AS OF MAY 12, 2004




     This Eighth Amendment to the Common Stock Rights Agreement dated as of
May 12, 2004 (the “Amendment”), is between Koger Equity, Inc., a Florida
corporation (the “Company”), and Wells Fargo Bank Minnesota, N. A. (the “Rights
Agent”), and amends the Common Stock Rights Agreement dated as of September 30,
1990 (the “Rights Agreement” as amended and in effect on the date hereof, prior
to giving effect to the Amendment, the “Amended Rights Agreement”). Unless
otherwise defined herein, capitalized terms in the Amendment shall have the
same meaning as those contained in the Amended Rights Agreement.



WITNESSETH:




     WHEREAS, on September 30, 1990, the Board of Directors of the Company
authorized the issuance of Rights to purchase, on the terms and subject to the
provisions of the Rights Agreement, shares of the Company’s Common Stock; and



     WHEREAS, on September 30, 1990, the Board of Directors of the Company
authorized and declared a dividend distribution of one Right for every share of
Common Stock of the Company outstanding on the Dividend Record Date and
authorized the issuance of one Right (subject to certain adjustments) for each
share of Common Stock of the Company issued between the Dividend Record Date
and the Distribution Date; and



     WHEREAS, the Distribution Date has not occurred; and



     WHEREAS, pursuant to Section 27 of the Amended Rights Agreement, the
Continuing Directors have unanimously approved an amendment to the provisions
of the Amended Rights Agreement as set forth below;



     NOW, THEREFORE, in consideration of the premises, the mutual promises
herein set forth and other good and valid consideration the sufficiency hereof
and thereof being hereby acknowledged, the parties hereto hereby agree as
follows:



     1. Section 23 is amended by adding the following new paragraph at the end
thereof:



     “The Nominating and Corporate Governance Committee of the Company’s Board
of Directors, or such other committee consisting entirely of independent
directors selected by the Board of Directors, shall review this Agreement in
order to consider whether the maintenance of this Agreement continues to be in
the best interests of the Company and its stockholders. The committee shall
conduct such review periodically when, as and in such manner as the committee
deems appropriate, after giving due regard to all relevant circumstances;
provided, however, that the committee shall take such action at least once
every three (3) years. Following each such review, the committee will report
its conclusions to the Board of Directors of the Company, including any
recommendation in light thereof as to whether this Agreement should be modified
or the Rights should be redeemed. The committee is authorized to retain such
legal counsel, financial advisors and other advisors as the committee deems
appropriate in order to assist the committee in carrying out its foregoing
responsibilities under this Agreement.”



     2. Section 1 of the Amended Rights Agreement is hereby amended by
deleting subsection (m) thereof in its entirety and replacing it with the
following:



     “(m) Intentionally Omitted.”



     3. The Amended Rights Agreement is hereby further amended such that all
references in the Amended Rights Agreement, including without limitation in
Sections 1(s), 1(v), 11(a)(iii),













 




11(b), 11(c), 11(d), 11(m), 22, 23, 24, 27, and 29, to the phrase “Continuing
Directors” shall hereafter instead be deemed references to “the Board of
Directors of the Company.”




     4. Except as amended hereby, the Amended Rights Agreement shall remain
unchanged and shall remain in full force and effect.



     5. This Amendment may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute but one and the same
instrument.



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and set their respective hands and seals all as of the date and
year first above written.


	 	 	 	 	 
	 	KOGER EQUITY, INC.

 	 
	 	By: 	
/s/ Stephen A. Abney
	 
	 	 	Title: Vice President, Finance and Chief
          Accounting Officer	 
	 	 	 	 
	 




Attest:



By: /s/ William J. Wedge




Title: Senior Vice President and

        General Counsel



	 	 	 	 	 
	 	WELLS FARGO BANK MINNESOTA, N.A.

As Rights Agent

 	 
	 	By:  	/s/
 Claudine Anderson	 
	 	 	Title: Officer	 
	 	 	 	 
	 



Attest:



By: /s/ Barbara M. Novak




Title: Vice President