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                                                                EXHIBIT 10(b)

                             AMENDED AND RESTATED

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                               FOR EXECUTIVES OF

                      KOGER EQUITY, INC. AND PARTICIPATING

                                RELATED ENTITIES


ARTICLE  1.  INTRODUCTION
1.1      Purpose of Plan. The purpose of the Plan is to facilitate the
retirement of select key executive employees by supplementing their benefits
under the Koger 401(k) Plan.
1.2      Status. The Plan is intended to be a plan that is unfunded and is
maintained by the Company primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of the Employee
Retirement Income Security Act of 1974 (ERISA), and shall be interpreted and
administered accordingly.

ARTICLE 2.   DEFINITIONS
Unless otherwise defined, any word, phrase or term used in this Plan has the
meaning given to it in the Basic Plan. However, the following terms have the
following meanings unless a different meaning is clearly required by the
context:
2.1      "Base Pay" means a Participant's average monthly base salary during
his final thirty-six calendar months as an Employee, multiplied by 12.
2.2      "Basic Plan" means the Koger 401(k) Plan, as amended and in effect
from time to time. Reference to any provision of the Basic Plan includes
reference to any comparable or successor provisions of the Basic Plan, as
amended from time to time.
2.3       "Basic Plan Benefit" means the value of the Participant's account in
the Basic Plan attributable to all Company Profit-Sharing Contributions. If, at
the time of determination of a Participant's benefit under this Plan, there
have been previous withdrawals or other distributions from such account, then,
for purposes of determining the benefit offsets described in Sections
5.1(a)(ii), 5.2(a)(ii) and 5.3(a)(ii), such Participant's Basic Plan Benefit
shall instead be equal to the greater of (i) the value of the account at the
time of determination or (ii) the last known market value of the account prior
to such withdrawals or other distributions.
2.4      "Board" means the Board of Directors of the Company.



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2.5      "Cause" means conviction of a felony, gross neglect of duties, willful
misconduct or willful failure of the Participant to perform duties pursuant to
direction given by the Board. The Participant shall not be deemed to have been
terminated for Cause until the later to occur of (i) the 30th day after notice
of termination is given and (ii) the delivery to the Participant of a copy of a
resolution duly adopted by the affirmative vote of not less than a majority of
the members of the Board at a meeting held for that purpose (after reasonable
notice to the Participant), and at which the Participant together with his or
her counsel was given an opportunity to be heard, finding that the Participant
was guilty of conduct described above in this definition and specifying the
particulars thereof in detail.
2.6      "Change of Control" is defined in Schedule A.
2.7      "Committee" means the Compensation Committee of the Board or such
other person or persons designated to administer the Plan in accordance with
Article 7.
2.8      "Company" means Koger Equity, Inc.
2.9      "Disability" has the meaning given it in the Company's long-term
disability plan. A Participant's employment shall be deemed terminated for
Disability when the Participant is entitled to receive long-term disability
compensation under such plan.
2.10     "Effective Date" means June 28, 1995.
2.11     "Employee" means an individual employed by the Company or a Related
Entity.
2.12     "Normal Retirement Date" means the first day of the month coincident
with or next following the later of (i) the date the Participant attains age 65
and (ii) the date the Participant satisfies the vesting requirements of Section
of 3.2.
2.13     "Participant".12 Participant means any executive Employee selected to
participate in the Plan in accordance with Section 3.1.
2.14      "Plan".13 Plan means this Supplemental Executive Retirement Plan for
Executives of Koger Equity, Inc. and Participating Related Entities as set
forth herein and in all subsequent amendments hereto.
2.15     "Related Entity" means Koger Realty Services, Inc. or any subsidiary
of the Company. "Participating Related Entity" means Koger Realty Services,
Inc. and any other Related Entity designated by the Board to become a party to
the Plan.
2.16      "Social Security Benefit" means the annual amount of Old Age
Insurance Benefit payable to the Participant commencing at Normal Retirement
Date, as calculated at the time of his or her retirement or as calculated at
such earlier time as he or she ceases to be an Employee under the provisions of
the Social Security Act then in effect and, in the case of a Participant whose
benefits commence on or after June 21, 1996, determined without regard to any
reduction of such Benefit on account of "excess earnings." In the case of a
Participant who, for any reason, ceases to be an Employee prior to his or her
Normal Retirement Date, the Social Security Benefit shall be determined by
assuming that his or her compensation will continue until Normal Retirement
Date at the then current base salary rate.
2.17     "Years of Service" means Years of Service as defined in the Basic Plan
for purposes of vesting and includes for purposes of this Plan service with a
Related Entity and service with Koger Properties, Inc., The Koger Company or
their respective subsidiaries.



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ARTICLE  3.  PARTICIPATION AND VESTING
3.1      Selection of Participants. The Committee will select from time to time
those executive Employees who will be Participants in the Plan. The executives
set forth in the attached Schedules B, C and E have or will become Participants
on the Effective Date or on such subsequent dates as may be set forth opposite
their names on such Schedules. If and when additional Participants are named by
the Committee, they will be added to the appropriate Schedule and will become
Participants at that time.
3.2      Vesting.
(a)      Except as provided in paragraph (b) and in Section 6, a Participant
will be vested under this Plan only if he or she satisfies the following
requirements:
                  (i)      If the Participant becomes a Participant prior to
                  attaining age 60, he or she must remain an Employee for at
                  least five full years from the date he or she became a
                  Participant.
                  (ii)     If the Participant becomes a Participant after
                  attaining age 60 but before age 63, he or she must remain an
                  Employee until age 65.
                  (iii)    If the Participant becomes a Participant after
                  attaining age 63, he or she must remain an Employee for at
                  least two years from the date he or she became a Participant.
A Participant who does not satisfy the requirements of this Section 3.2 will
forfeit all rights under the Plan, except as otherwise provided in the case of
a "Qualified Termination." Notwithstanding any other provision of the Plan to
the contrary, under no circumstance shall a Participant at any time be more
than 100% vested in his or her benefits under the Plan.
         (b)      A Participant who ceases to be an Employee because of death
         or Disability before
satisfying the requirements of paragraph (a) shall become
vested immediately and entitled to receive benefits subject to the other
provisions of the Plan.

ARTICLE  4.  SOURCE OF BENEFIT PAYMENTS
4.1      Obligations of Company and Participating Related Entities. The Company
and Participating Related Entities will establish on their books liabilities
for obligations to pay benefits under the Plan. With respect to all benefits
payable under the Plan, each Participant (or other person entitled to receive
benefits with respect to a Participant) will be an unsecured general creditor
of the Company and of any Participating Related Entity by which the Participant
has been employed. Payments with respect to a Participant who has been an
employee of a Participating Related Entity will be allocated between the
Company and such Participating Related Entity in accordance with Section 4.2.
However, all the initial Participants who are employed by the initial
Participating Related Entity, Koger Realty Services, Inc., have also provided
substantial past services as employees of the Company, and the Plan has been
established in recognition of such past services as well as future services.
Therefore, all obligations under the Plan to such initial Participants are
joint and several liabilities of the Company and Koger Realty Services, Inc.



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4.2       Allocation of Payments. Payments under the Plan with respect to a
Participant who has been an employee of a Participating Related Entity will be
allocated as follows: Each Participating Related Entity will pay that
percentage share of the total payments to the Participant under the Plan that
is equal to the total base salary payments made by the Participating Related
Entity to the Participant during his or her final thirty-six months as an
Employee divided by the combined total base salary payments made to the
Participant by the Company and all Participating Related Entities during such
thirty-six months; the remainder of the payments will be made by the Company.
4.3      No Funding Required.3 No Funding Required. Nothing in the Plan will be
construed to obligate the Company or a Related Entity to fund the Plan.
However, the Company may establish a trust of which it is treated as the owner
under Subpart E of Subchapter J, Chapter 1 of the Internal Revenue Code of
1986, as amended (a "rabbi trust"). In the event of a Change of Control, or in
the event that an ad hoc committee of three non-employee and independent
members of the Board determines that a Change of Control is imminent, the
Company shall establish such a rabbi trust, the trustee or trustees of which
shall be chosen by the Schedule B and Schedule E Participants. The Company and,
as appropriate, Participating Related Entities shall at that time deposit with
the trustee of the trust either cash or a letter of credit sufficient to
satisfy the accrued benefits provided under the Plan, as determined by an
actuary who is a Member of the American Academy of Actuaries and is an Enrolled
Actuary under ERISA.
 4.4     No Claim to Specific Assets. Nothing in the Plan will be construed to
give any individual rights to any specific assets of the Company, or any other
person or entity.

ARTICLE  5.  RETIREMENT BENEFITS
5.1      Schedule B Participants.
(a)      Subject to Section 5.4, the annual benefit payable under the Plan to a
Participant listed on Schedule B (a "Schedule B Participant") will be (i) minus
(ii) minus (iii), where
                  (i)      is 50% of the Participant's Base Pay;
                           (ii)    is the annual benefit payable commencing at
                           Normal Retirement Date 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 Board or the Committee) (If the
                           Participant has no currently living spouse at the
                           time the actuarial equivalent of the Participant's
                           Basic Plan Benefit is determined, the Participant
                           shall be assumed to have a spouse five years younger
                           than the Participant.); and
(iii)    is 50% of the Participant's Social Security Benefit.
(b)      Subject to Section 5.4, the Schedule B 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 the
Participant dies leaving a surviving spouse, an annual benefit equal to 50% of
the Participant's annual benefit will thereafter be paid to the surviving
spouse for the lifetime of the surviving spouse.



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(c)      A Schedule B Participant and his or her spouse will be entitled for
the remainder of their respective lives to receive medical insurance coverage
equivalent to that provided to the then current senior executive officers of
the Company as such coverage may be changed from time to time, with any
contribution required of the recipient to be no greater than that contribution
required for coverage from the then current senior executive officers. If at
any time the Company ceases to provide its senior executive officers with
medical insurance coverage or if the Company is unable to continue to include
the Schedule B Participants on its medical insurance coverage, the Company
shall provide to each Schedule B Participant the same or substantially
equivalent medical insurance, or if less expensive to the Company than the cost
of providing such coverage, pay to the Participant $10,000 per year for the
remainder of the Participant's and his or her spouse's lives, such amount to be
reduced to $5,000 upon the death of either the Schedule B Participant or his or
her spouse.
5.2      Schedule C Participants.
(a)      Subject to paragraph (c) and Section 5.4, the annual benefit payable
under the Plan to a Participant listed on Schedule C (a "Schedule C
Participant") will be (i) minus (ii) minus (iii), where
         (i)      is 50% of the Participant's Base Pay;
         (ii)     is the annual benefit payable commencing at Normal Retirement
                  Date in the form of a 15-year term certain 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 Board or
                  the Committee); and
          (iii)   is 50% of the Participant's Social Security Benefit.
(b)      Subject to Section 5.4, the Schedule C
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
15 years. If the Participant dies before all payments have been made, the
remaining payments will be made to the Participant's Beneficiary.
(c)      The annual benefit payable to a Schedule C Participant (or his or her
Beneficiary) if the Participant has less than 20 Years of Service upon the
commencement of benefits shall be the annual benefit calculated in accordance
with paragraph (a) multiplied by a fraction the numerator of which is his or
her Years of Service and the denominator of which is 20.
     5.3 Schedule E Participants.
     (a)      Subject to paragraph (d) and Section 5.4, 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;
         (ii)     is the annual benefit payable commencing at Normal Retirement
                  Date 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 Board or
                  the Committee). (If the Participant has



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                           no currently living spouse at the time the actuarial
                           equivalent of the Participant's Basic Plan Benefit
                           is determined, the Participant shall be assumed to
                           have a spouse five years younger than the
                           Participant.); and
                  (iii)    is 50% of the Participant's annual Social Security
                           Benefit.
         (b)      Subject to Section 5.4, 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 the 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).
         (d)      The annual benefit payable to a Schedule E Participant (or
his or her surviving spouse) who has fewer that five Years of Service shall be
the annual benefit calculated in accordance with paragraph (a) multiplied by a
fraction the numerator of which is his or her Years of Service and the
denominator of which is five.

         5.4      Company Approved Early Retirement, Disability Retirement, or
Pre-Retirement Death. A vested Participant who ceases to be an Employee before
Normal Retirement Date because of retirement with the consent of the Company or
because of Disability or because of Pre-Retirement Death may thereafter elect
(or his or her spouse or Beneficiary, as applicable, may elect) to have his or
her annual benefit under the Plan commence any time after the Participant
attains (or would have attained) age 62 (but not later than the Participant's
Normal Retirement Date). If an election is made under this Section 5.4 (whether
by the Participant, a surviving spouse or a Beneficiary) to have an annual
benefit commence prior to the Participant's Normal Retirement Date, such benefit
will be reduced actuarially in accordance with Schedule D, as that Schedule may
from time to time be amended by the Board or the Committee. In the case of a
Schedule C Participant or the Beneficiary of a Schedule C Participant, this
reduction is in addition to any reduction required by Section 5.2(c). In the
case of a Schedule B or E Participant dying before commencement of benefits, the
Participant's surviving spouse will receive the annual spousal benefit described
in Section 5.1(b) or 5.3(b), as applicable. Such surviving spouse may elect to
have the benefit commence at any time thereafter, but not earlier than the date
the Participant would have attained age 62 and not later than the Participant's
Normal Retirement Date. In the case of a Schedule C Participant dying before
commencement of benefits, the Participant's Beneficiary may elect to have the
benefit described in Section 5.2(b) commence at any time thereafter, but not
earlier than the date the Participant would have attained age 62 and not later
than the Participant's Normal Retirement Date.

5.5      Other Termination of Employment Prior to Retirement.  In general, the
annual benefit payable with respect to a vested Participant who ceases to be an
Employee for any reason other than retirement with consent of the Company,
Disability retirement, or Pre-Retirement Death will commence on the
Participant's Normal Retirement Date. However, the Committee may, in its sole
discretion, cause the present value of such benefit to be paid to the
Participant in

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a single lump sum payment at the time of termination of employment. For this
purpose, the actuarial assumptions in Schedule D shall be applied.

ARTICLE  6.  SEVERANCE BENEFITS
6.1      Schedule B Participants. In the event of a "Qualified Termination," a
Schedule B Participant shall, notwithstanding any other provision of the Plan,
immediately become fully vested in his or her retirement benefits as described
in Section 5.1, and payment of such benefits shall commence immediately without
reduction under Section 5.4.
         6.2      Schedule C Participants. In the event of a "Qualified
Termination," a Schedule C Participant shall, notwithstanding any other
provision of the Plan, choose either to
                  (a) continue to receive his or her base salary, as in effect
                  on the date of the Change of
Control, for a period of 18 months, or at the Participant's option,  his or her
vested benefits under this Plan, subject to the provisions of the Plan,
including the vesting requirements of Article 3 and the reduction requirements
of Sections 5.2 (c) and 5.4; or
                  (b) (i) immediately become fully vested in his or her
                  retirement benefits as described in Section 5.2, (ii) receive
                  one year of annual base salary, in a lump sum payment, and
                  (iii) continue to be provided all medical and other insurance
                  benefits which are incident to employment with the Company for
                  one year following termination.
         6.3      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 a 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 5.3, and
(ii) such benefits will be calculated without any reduction for fewer than five
Years of Service that might otherwise be required under Section 5.3(d).
6.4      "Qualified Termination." Qualified Termination means termination of the
Participant's status as an Employee within a period of 24 months following a
Change of Control (a) by the Company other than for Cause,or (b) by the
Participant for any of the following reasons:
         (i)      assignment to the Participant of any duties inconsistent
         with his or her positions, duties, responsibilities, reporting
         requirements, or status with the Company or a Related Entity
         immediately prior to the Change of Control; a substantive diminution
         in the Participant's titles or offices as in effect immediately prior
         to the Change of Control; or any removal of the Participant from or
         any failure to reelect him or her to such positions; or
         (ii)     reduction in the Participant's total cash compensation
         opportunities, including base salary, cash incentive compensation
         opportunities and contributions to retirement plans, for any fiscal
         year to less than 100 percent of the total amounts paid to or on
         behalf of the Participant in the completed fiscal year of the Company
         last ended prior to the Change of Control, except for any such
         reduction of compensation or



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         benefits that is made as part of a reduction of compensation or
         benefits implemented by the Board for all salaried employees; and
         provided that a reduction in actual cash incentive compensation paid
         to a Participant shall not by itself constitute a Qualified
         Termination; or
         (iii)    material reduction in the health, disability or life
         insurance benefits that the Company or a Related Company is providing
         to the Participant at the time of the Change of Control, except for
         any such reduction of benefits that is made as part of a reduction of
         benefits implemented by the Board for all salaried employees; or
         (iv)     relocation of the Participant's principal business office more
         than 75 miles from the place where he or she was located immediately
         prior to the Change of Control.

ARTICLE 7.  GROSSUPS
         7.1      Parachute Tax. In the event that it is determined that any
payment or benefit provided by the Company to or for the benefit of a
Participant, under this Plan, under any other plan, award, arrangement or
agreement, or otherwise, will be subject to the excise tax imposed by section
4999 of the Internal Revenue Code or any successor provision ("section 4999"),
the Company will, prior to the date on which any amount of the excise tax must
be paid or withheld, make an additional lump-sum payment (the "gross-up
payment") to the Participant. The gross-up payment will be sufficient, after
giving effect to all federal, state and other taxes and charges (including
interest and penalties, if any) with respect to the gross-up payment, to make
the Participant whole for all taxes (including withholding taxes) and any
associated interest and penalties, imposed under or as a result of section
4999. Determinations under this Section 7.1 will be made by the Company's
independent auditors unless the Participant has reasonable objections to the
use of that firm, in which case the determinations will be made by a comparable
firm chosen by the Participant after consultation with the Company (the firm
making the determinations to be referred to as the "Firm"). The determinations
of the Firm will be binding upon the Company and the Participant except as the
determinations are established in resolution (including by settlement) of a
controversy with the Internal Revenue Service to have been incorrect. All fees
and expenses of the Firm will be paid by the Company. If the Internal Revenue
Service asserts a claim that, if successful, would require the Company to make
a gross-up payment or an additional gross-up payment, the Company and the
Participant will cooperate fully in resolving the controversy with the Internal
Revenue Service. The Company will make or advance such gross-up payments as are
necessary to prevent the Participant from having to bear the cost of payments
made to the Internal Revenue Service in the course of, or as a result of, the
controversy. The Firm will determine the amount of such gross-up payments or
advances and will determine after resolution of the controversy whether any
advances must be returned by the Participant to the Company. The Company will
bear all expenses of the controversy and will gross the Participant up for any
additional taxes that may be imposed upon the Participant as a result of its
payment of such expenses.
         7.2      FICA. The Company will pay to or for the benefit of the
Participant a "gross-



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up payment" that is sufficient, after giving effect to all federal, state and
other taxes and charges (including interest and penalties, if any) with
respect to the gross-up payment, to make the Participant whole for the FICA
obligation due with respect to the SERP benefits. In determining this
payment, the actuarial present value of the SERP benefit for each Participant
will be determined based in the actuarial assumption in Schedule D and will be
treated as though it were the first amount of compensation subject to the FICA
taxes in that year, even though the benefit may actually not have begun to be
paid until later that year.

ARTICLE 8.  ADMINISTRATION
8.1      In General. The Plan will be administered by the Committee. The
Committee will have full discretionary authority to interpret the provisions of
the Plan and decide all questions and settle all disputes that may arise in
connection with the Plan. The Committee may establish its own operative and
administrative rules and procedures in connection with the Plan, provided such
procedures are consistent with the requirements of Section 503 of ERISA and the
regulations thereunder. All interpretations, decisions and determinations made
by the Committee will be binding on all persons concerned.
The Committee in its sole discretion may delegate certain of its duties and
responsibilities to an appropriate Employee or Employees. For purposes of the
Plan, any action taken by the delegate Employee pursuant to such delegation will
be considered to have been taken by the Committee. The Company agrees to
indemnify and to defend to the fullest possible extent permitted by law any
member of the Committee and any delegate of the Committee (including any person
who formerly served as a member of the Committee or delegate) against all
liabilities, damages, costs and expenses (including attorneys' fees and amounts
paid in settlement of any claims approved by the Company) occasioned by any act
or omission to act in connection with the Plan, if such act or omission is in
good faith.
8.2      Claims Procedure. Any person claiming a benefit under the Plan
(a "Claimant") shall present the claim, in writing, to the Committee. Within 90
days after receiving the claim, the Committee shall give a written response. If
the claim is denied, the response shall state (a) reasons for the denial, with
references to the Plan provisions on which the denial is based; (b) a
description of any additional material or information necessary for the
Claimant to perfect his or her claim and an explanation of why such material or
information is necessary; and (c) an explanation of the claims review
procedure. Any claim not granted or denied within the 90-day period shall be
deemed to have been denied.
         Any Claimant whose claim is denied may, within sixty (60) days after
receipt of notice of the denial, or after the date of the deemed denial,
request a review by written notice to the Committee which shall review the
claim and may, but is not required to, grant the Claimant a hearing. In the
review process, the Claimant may have representation, examine pertinent
documents, and submit issues and comments in writing.
         The Committee shall give the Claimant a written decision within sixty
(60) days after receipt of the request for review, stating the reasons for the
decision and giving references to the Plan provisions on which decision is
based. If the decision on review is not communicated to the Claimant within the
sixty (60) day period, the claim shall be deemed to have been denied upon
review.



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ARTICLE 9.  AMENDMENT OR TERMINATION OF PLAN
The Company hopes and expects to continue the Plan in effect, but the Board
necessarily reserves the right to amend the Plan at any time, and from time to
time, or to terminate the Plan, provided that such amendment or termination
shall not materially adversely affect any accrued right or benefit of a
Participant. Any amendment or termination shall be stated in an instrument in
writing and signed by a duly authorized representative of the Board.

ARTICLE 10.  MISCELLANEOUS
10.1     No Assignment or Alienation. None of the benefits, payments, proceeds
or claims of any person under this Plan shall be subject to any claim of any
creditor of the person or to attachment or garnishment or other legal process
by any such creditor; nor shall any person have any right to alienate,
anticipate, commute, pledge, encumber or assign any of the benefits, payments
or proceeds which he or she may expect to receive, contingently or otherwise,
under the Plan.
10.2     Limitation of Rights. Neither the establishment of the Plan, nor any
amendment thereof, nor the payment of any benefits will be construed as giving
any individual any legal or equitable right against the Company, a Related
Entity, or the Committee except for those rights explicitly provided for in the
Plan.
10.3     Payment for the Benefit of an Incapacitated Individual. If the payments
due to a Participant under the Basic Plan must be paid to another individual
because of a Participant's incapacity, benefits that would otherwise be payable
to the Participant under the Plan will be paid to the Participant's legal
representative.
10.4     Governing Law. The Plan will be construed, administered, and governed
under the laws of the State of Florida,to the extent not preempted by federal
law.
10.5     Severability. If any provision of this Plan is held by a court of
competent jurisdiction to be invalid or unenforceable, the remaining provisions
shall continue to be fully effective. IN WITNESS WHEREOF, the Company and
Participating Related Entities have caused this Amended and Restated Plan to be
executed by their duly authorized officers this 20th day of May, 1999.

                                     KOGER EQUITY, INC.
                                     By: Victor A. Hughes, Jr.
                                         ----------------------
                                     KOGER REALTY SERVICES, INC.
                                     By: Victor A. Hughes, Jr.
                                         ----------------------



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                                   SCHEDULE A


"Change of Control" means the occurrence of any of the following events:

         (1)  any Person becomes the owner, directly or indirectly, of more than
         25% of the Company's Common Stock; or

                  (2)individuals who, on the Effective Date, constitute the
         Board of Directors of the Company (the "Continuing Directors") cease
         for any reason to constitute at least 75% of such Board (a "Board
         Change"); provided, however, that an individual becoming a director
         after the Effective Date whose election or nomination for election by
         the Company's shareholders, was approved by a vote of at least 75% of
         the Continuing Directors will be treated for this purpose as a
         Continuing Director, but excluding from treatment as a Continuing
         Director any such individual whose initial assumption of office occurs
         as a result of (i) either an actual or threatened election contest (as
         such terms are used in Rule 14a-11 of Regulation 14A promulgated under
         the Securities and Exchange Act of 1934 (the "Exchange Act")) or other
         actual or threatened solicitation of proxies or consents by or on
         behalf of a Person other than the Board or (ii) any acquisition,
         merger, reorganization, consolidation or other transaction to which
         the Company is a party and which contemplates a Board Change; or

                  (3)there is executed an agreement of acquisition, merger,
         reorganization, consolidation or other transaction which contemplates
         either (i) that all or substantially all of the business and/or assets
         of the Company will be owned or controlled by a Person or Persons
         other than the Persons owning or controlling such business and assets
         on the Effective Date or (ii) that a Board Change will occur,
         provided, however, that if such agreement requires, as a condition
         precedent, approval by the Company's shareholders, a Change of Control
         will not be deemed to have occurred until such approval has been
         obtained.

For purposes of this definition the following terms have the meanings set forth
below:

"Common Stock" means the then outstanding Common Stock of the Company plus, for
purposes of determining the stock ownership of any Person, the number of
unissued shares of Common Stock that such Person has the right to acquire
(whether such right is exercisable immediately or only after the passage of
time) upon the exercise of conversion rights, exchange rights, warrants or
options or otherwise; provided, however, that the term Common Stock will not
include shares of preferred stock or convertible debt or options or warrants to
acquire shares of Common Stock (including any shares of Common Stock issued or
issuable upon the conversion or exercise thereof) to the extent that the Board
of Directors of the Company expressly so determines in any future transaction.



                                      11
<PAGE>   12

A Person will be deemed to be the "owner" of any Common Stock of which the
Person would be the "beneficial owner," as such term is defined in Rule 13d-3
promulgated by the Securities and Exchange Commission under the Exchange Act.

"Person" will have the meaning used in Section 13(d) of the Exchange Act,
except that "Person" will not include (i) the Participant, a Participant
Related Party, or any group of which the Participant or Participant Related
Party is a member, (ii) the Company or a wholly owned subsidiary of the Company
or (iii) an employee benefit plan (or related trust) of the Company or of a
wholly owned subsidiary.

A "Participant Related Party" will mean any affiliate or associate of the
Participant in question other than the Company or a subsidiary of the Company.
The terms "affiliate" and "associate" will have the meanings ascribed in Rule
12b-2 under the Exchange Act; the term "registrant" in the definition of
"associate" means, in this case, the Company.



                                      12
<PAGE>   13

                                   SCHEDULE B


         Participants               Participant's Effective Date
         ------------               ----------------------------

Irvin H. Davis                      6/28/95

Victor A. Hughes, Jr.               6/28/95

James C. Teagle                     6/28/95 as a Schedule C Participant,
                                    moved to Schedule B effective 6/21/96



                                       1
<PAGE>   14

                                     SCHEDULE C


         Participants               Participant's Effective Date
         ------------               ----------------------------

Michael F. Beale                    6/28/95
Robert N. Bridger                   6/28/95
Philip J. Bruce                     6/28/95
Bradford A. Chaffin                 6/28/95
Wade L. Hampton                     6/28/95
Bryan F. Howell                     6/28/95
W. Lawrence Jenkins                 6/28/95
J. Velma Keen                       6/28/95
Luther W. Kiger                     6/28/95
Kenneth D. Lund                     6/21/96
Thomas C. McGeachy                  2/18/99
James L. Stephens                   6/28/95
James W. Walker                     6/28/95



                                       1
<PAGE>   15

                                   SCHEDULE D

Actuarial Assumptions:

Mortality:        Pre-retirement   -   none
                  Post-retirement  -  GA83 50/50 Blend
Interest:         7.50%


Early Retirement Reduction Factors:

<TABLE>
<CAPTION>
                               Schedule B & E                Schedule C
Age at Retirement              Reduction Factors             Reduction Factors
-----------------              -----------------------------------------------
<S>                            <C>                           <C>
62                             0.7361                        0.8050
63                             0.8136                        0.8653
64                             0.9010                        0.9302
65                             1.0000                        1.0000
</TABLE>



                                       1
<PAGE>   16


                                   SCHEDULE E


Participant                       Participant's Effective Date
-----------                       ----------------------------
David B. Hiley                               4/1/98



                                       1