Exhibit (10)(a)
AMENDMENT NO. 3
TO
H&R BLOCK, INC.
DEFERRED COMPENSATION PLAN FOR EXECUTIVES
H&R BLOCK, INC. (the "Company"), adopted the H&R Block, Inc.
Deferred Compensation Plan for Executives (the "Plan") effective
as of August 1, 1987. The Company amended the Plan by Amendment
No. 1 effective December 15, 1990, and by Amendment No. 2
effective January 1, 1990. The Company continues to retain the
right to amend the Plan, pursuant to action by the Company's
Board of Directors. The Company hereby exercises that right.
This Amendment is effective as of September 11, 1991.
AMENDMENT
1. Section 2.1.27 of the Plan is deleted and replaced with the
following new Section 2.1.27:
2.1.27. "Standard Form of Benefit" as to any
Participant means semimonthly payments for a fifteen
(15) year period.
2. Section 4.4.1 of the Plan is deleted and replaced with the
following new Section 4.4.1:
Section 4.4.1. Except as described in Section
4.4.2, if a Participant terminates employment before
Normal Retirement Date or Early Retirement Date for
reasons other than death or Disability, gains and
losses shall be credited as described in Section 4.2 up
to the date of termination of employment to that
Participant's Accounts that represent Completed
Deferral Cycles. Crediting for Accounts that do not
represent Completed Deferral Cycles shall be at an
interest rate set annually by the Chief Financial
Officer of the Company in his discretion, which shall
not be less than the rate then payable on Investment
Savings Accounts of $1,000 or less at Commerce Bank of
Kansas City, N.A., Kansas City, Missouri, or any
successor thereto.
3. Section 6.2 of the Plan is deleted and replaced with the
following new Section 6.2:
Section 6.2. Form of Benefits Upon Retirement or
Disability. Payments from the Account shall be made in
accordance with the Standard Form of Benefit for
Participants who terminate employment on or after
Normal Retirement Date or Early Retirement Date or are
Disabled. However, no less than 13 months prior to
such termination of employment, the Participant may
petition the Committee for, and the Committee may
approve at such time, an optional form of benefit.
Notwithstanding any other provisions of the Plan,
a Participant who terminates employment on or after
Normal Retirement Date or Early Retirement Date may, at
any time before or after a Change in Control, as
defined in Section 10.2, elect to receive an immediate
lump-sum payment of the balance of said Participant's
Account reduced by a penalty, which shall be forfeited
to the Company, in lieu of payments in accordance with
the Standard Form of Benefit or such optional form of
benefit as may have previously been approved by the
Committee under this Section 6.2. The penalty shall be
equal to ten percent (10%) of the balance of such
Account if the election is made before a Change in
Control and shall be equal to five percent (5%) of the
balance of such Account if the election is made after a
Change in Control. However, the penalty shall not
apply if the Committee determines, based on advice of
counsel or a final determination or ruling by the
Internal Revenue Service or any court of competent
jurisdiction, that by reason of the provisions of this
paragraph any Participant has recognized or will
recognize gross income for federal income tax purposes
under this Plan in advance of payment to the
Participant of Plan benefits. The Company shall notify
all Participants of any such determination by the
Committee and shall thereafter refund all penalties
which were imposed hereunder in connection with any
lump-sum payments made at any time during or after the
first year to which the Committee's determination
applies (i.e., the first year for which, by reasons of
the provisions of this paragraph, gross income under
this Plan is recognized for federal income tax purposes
in advance of payment of benefits). Interest
compounded annually shall be paid by the Company to the
Participant (or the Participant's Beneficiary if the
Participant is deceased) on any such refund from the
date of the Company's payment of the lump sum at an
annual rate set at the time of the refund by the Chief
Financial Officer of the Company in his discretion,
which rate shall not be less than the rate then payable
on Investment Savings Accounts of $1,000 or less at Commerce
Bank of Kansas City, N.A., Kansas City, Missouri, or any
successor thereto. The Committee may also reduce or
eliminate the penalty if it determines that the right to
elect an immediate lump-sum payment under this paragraph,
with the reduced penalty or with no penalty, as the case may
be, will not cause any Participant to recognize gross income
for federal income tax purposes under this Plan in advance
of payment to the Participant of Plan benefits.
4. Section 6.3 of the Plan, as amended on March 13, 1991, is
further amended by deleting the word "monthly" in the second
sentence thereof and replacing such word with the word
"semimonthly."
5. Section 6.4 of the Plan is deleted and replaced with the
following new Section 6.4:
Section 6.4. Amount of Benefit. Except for
distributions in the form of a lump sum, benefit
payments shall be in the form of equal semimonthly
installments paid during the applicable payment period,
such installments to be computed at the commencement of
benefit payments based upon the balance in the Account
at such time, together with an estimate of the gains to
be credited to the Account during the payment period.
Such estimated gains shall be calculated using an
assumed interest rate equal to (a) nine percent (9%)
per annum if the Participant elected the fixed rate
investment option pursuant to Section 4.2; (b) five
percent (5%) per annum if the Participant elected the
variable rate investment option pursuant to Section
4.2; or (c) the annual interest rate set by the Chief
Financial Officer of the Company in accordance with
Section 4.4.1 if the Participant receives benefits
pursuant to Section 6.3. If the Participant is not
receiving benefits pursuant to Section 6.3 and has
elected different crediting rates for separate
Permissible Deferral elections, the estimated gains
shall be calculated separately for each separate
Account applicable to each such separate Permissible
Deferral election.
Generally, the Account shall continue to be
credited during the payment period with gains and
losses as provided in Section 4.3. However, if a
Participant receives benefits pursuant to Section 6.3,
the Account shall be credited with gains and losses as
provided in Section 4.4.1. Except as provided
otherwise, if a Participant dies, Section 6.6 shall
apply.
If, at the end of 12 consecutive months after the
date that benefit payments commence, or at the end of
any subsequent 12-consecutive-month period, the actual
crediting rate for such period is more than the assumed
interest rate, the additional gain resulting from the
difference shall be paid to the Participant in a single
payment on or before the next December 31 following the
end of such period. If, at the end of any such 12-
consecutive-month period, the actual crediting rate for
such period is less than the assumed interest rate, the
amount of the reduced gain resulting from the
difference shall be deducted from succeeding payments
due to the Participant in such manner as the Committee
shall determine.
Notwithstanding anything in this Plan to the
contrary, the Committee may, in its sole discretion,
increase or reduce any assumed interest rate set forth
in this Section 6.4 and any such assumed interest rate,
as so adjusted, shall be effective for calculating
equal semimonthly installments for Participants whose
benefit payments commence after the date of such
adjustment.
6. The first paragraph of Section 6.6.1 is amended by adding
the following sentence to the end of said paragraph:
If such benefits were payable pursuant to Section 6.2
to a Participant whose employment terminated on or
after Normal Retirement Date or early Retirement Date,
the Participant's Beneficiary may make the election to
receive an immediate lump-sum payment of the balance of
said Participant's Account in accordance with the
provisions of Section 6.2 and all provisions set forth
therein relating to penalties shall apply to any such
election.
7. The second paragraph of Section 6.6.1 is amended by deleting
the word "monthly" in the second sentence of such second
paragraph and replacing such word with the word "semimonthly."
8. Section 6.6.2 is amended by deleting the word "monthly" in
the third sentence thereof and replacing such word with the word
"semimonthly."
9. Section 9.1 of the Plan is amended by adding the following
sentence to the end of said Section 9.1:
Notwithstanding anything in this Section 9.1 to the
contrary, the Committee may, in its discretion, amend
the Plan to reduce or eliminate the penalty described
in Section 6.2 in accordance with the provisions of
such Section 6.2, and amend the Plan to increase or
reduce any assumed interest rate set forth in Section
6.4, in accordance with the provisions of such Section
6.4.
10. Except as modified in this Amendment No. 3, the Plan, as
previously amended, shall remain in full force and effect,
including the Company's right to amend or terminate the Plan as
set forth in Article 9 of the Plan, amended as provided above.
H&R BLOCK, INC.
By__________________________
Its_________________________
Exhibit (10)(b)
AMENDMENT NO. 4
TO
H&R BLOCK, INC.
DEFERRED COMPENSATION PLAN FOR EXECUTIVES
H&R BLOCK, INC. (the "Company"), adopted the H&R Block, Inc.
Deferred Compensation Plan for Executives (the "Plan") effective
as of August 1, 1987. The Company amended the Plan by Amendment
No. 1 effective December 15, 1990, by Amendment No. 2 effective
January 1, 1990, and by Amendment No. 3 effective September 11,
1991. The Company continues to retain the right to amend the
Plan, pursuant to action by the Company's Board of Directors.
The Company hereby exercises that right. This Amendment is
effective as of January 1, 1994.
AMENDMENT
1. Section 4.3 of the Plan is amended by changing the title to
such Section to "Crediting Rate Upon Retirement, Death,
Disability or Termination of Employment With All Affiliates as a
Result of a Change of Control" and by adding the following
sentence at the end of such Section 4.3:
"If a Participant terminates employment with all
Affili-ates before Normal Retirement Date or Early
Retirement Date as a result of a Change of Control,
gains and losses to all of that Participant's Accounts,
regardless of whether or not such Accounts represent
Completed Deferral Cycles, shall be credited as
described in Section 4.2 up to the date of the Change
of Control and crediting for such Accounts after the
date of the Change of Control shall be at an interest
rate set annually by the Chief Financial Officer of the
Company in his discretion, which shall not be less than
the rate then payable on Invest-ment Savings Accounts
of $1,000 or less at Commerce Bank of Kansas City,
N.A., Kansas City, Missouri, or any successor thereto."
2. Section 4.4.1 of the Plan, as previously amended, is further
amended by deleting the first sentence thereof in its entirety
and replacing such sentence with the following sentence:
"Except as described in Section 4.4.2, if a Participant
terminates employment with all Affiliates before Normal
Retirement Date or Early Retirement Date for reasons
other than death, Disability or a Change of Control,
gains and losses shall be credited as described in
Section 4.2 up to the date of termination of employment
to that Participant's Accounts that represent Completed
Deferral Cycles."
3. Section 6.6.1 of the Plan, as previously amended, is further
amended by deleting the third sentence of the first paragraph
thereof in its entirety and replacing such sentence with the
following sentence:
"If such benefits were payable pursuant to Section 6.3,
the Account shall continue to be credited during the
payout period as provided in Section 4.4, except that,
if such benefits were payable because of the
Participant's termination of employment with all
Affiliates following a Change of Control, the Account
shall continue to be credited as provided in Section
4.3."
4. Except as modified in this Amendment No. 4, the Plan, as
previously amended, shall remain in full force and effect,
including the Company's right to amend or terminate the Plan as
set forth in Article 9 of the Plan, amended as provided above.
H&R BLOCK, INC.
By_____________________________
Its____________________________