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                                                                    EXHIBIT 10.2
                                AMENDMENT NO. 7
                                     TO THE
               H&R BLOCK DEFERRED COMPENSATION PLAN FOR DIRECTORS


         H&R BLOCK, INC. (the "Company") adopted the H&R Block Deferred
Compensation Plan for Directors (the "Plan") effective as of August 1, 1987. The
Company amended said Plan by Amendment No. 1 effective May 1, 1995; by Amendment
No. 2 effective December 11, 1996; by Amendment No. 3 effective May 1, 1997; by
Amendment No. 4 effective January 1, 1998; by Amendment No. 5 effective in part
on March 1, 1998 and in part on April 1, 1998; and by Amendment No. 6 effective
December 8, 1999. 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 No. 7 is effective as of January 1, 2001.

                                    AMENDMENT

         1. Section 2.1.15 of the Plan, as previously amended, is further
amended by: (a) inserting the punctuation and words ", each of which is an
Affiliate" immediately after the words "of the Company" and immediately before
the punctuation ":"; (b) deleting the words "H&R Block Tax Services, Inc." and
replacing them with the words "H&R Block Services, Inc."; and (c) deleting the
words "Option One Mortgage Corporation" and replacing them with the words "HRB
Business Services, Inc.".

         2. Section 4.2 of the Plan, as previously amended, is further amended
by (a) inserting the words "on a daily basis" immediately after the words
"posted to the Account" and immediately before the words "in accordance with" in
the first sentence of the first paragraph thereof; and (b) deleting the sixth
sentence of said section and replacing it with the following new sentence:

            "Participants may elect to reallocate all or any portion of their
            Account balances, including their entire balance in a Fixed 120
            Account, among the available investment options, including those
            funds selected by the Company for the variable rate investment
            option, provided said reallocations are in at least one percent (1%)
            increments."

         3. Section 4.2.2 of the Plan, as previously amended, is further amended
by deleting the third and fourth sentences of said section and replacing them
with the following new sentence:

            "Participants may elect to have their Accounts treated as if they
            were invested in one or more of the funds selected, provided the
            election is in at least one percent (1%) increments of the Account."




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         4. Section 6.4.2 of the Plan is deleted and replaced with the following
new Section 6.4.2:

                  "6.4.2. Death Prior to Benefit Commencement. In the event a
            Participant dies prior to the time benefits commence, the Company
            shall pay a pre-retirement death benefit to the Participant's
            Beneficiary in the form of a lump sum payment, semimonthly payments
            over a five-year period, or semimonthly payments over a ten-year
            period, as selected by the Participant on a form and in a manner
            prescribed by the Committee. A Participant may change such election
            once each Plan Year. If the form of payment selected by the
            Participant is a lump sum, the amount of the pre-retirement death
            benefit shall be equal to the Participant's Account as of the date
            of the Participant's death. If the form of payment selected by the
            Participant is semimonthly payments over a five or ten-year period,
            the amount of the pre-retirement death benefit shall be equal to the
            Participant's Account as of the date of the Participant's death,
            annuitized over a five-year or ten-year period, respectively, at an
            interest rate equal to the rate of one-year United States Treasury
            notes in effect as of September 30 of the Plan Year immediately
            prior to the Plan Year in which payment of the pre-retirement death
            benefit commences, as published by Salomon Brothers, Inc., or any
            successor thereto, or as determined by the Chief Financial Officer
            of the Company. If a Participant fails to select the form of the
            pre-retirement death benefit, the pre-retirement death benefit shall
            be paid in the form of semimonthly payments over a ten-year period."

         5. Section 6.4.4 of the Plan is amended by adding the following new
sentence after the third sentence of said section:

            "In the event a Participant is married at the time he or she
            designates a beneficiary other than his or her spouse, such
            designation will not be valid unless the Participant's spouse
            consents in writing to such designation."

         6. Except as modified in this Amendment No. 7, 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.

                                                H&R BLOCK, INC.


                                                By: /s/ Frank L. Salizzoni
                                                    ----------------------------

                                                Name: Frank L. Salizzoni
                                                      --------------------------
                                                Title: Chairman and CEO
                                                       -------------------------

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