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EXHIBIT 10(f)
AMENDMENT NO. 9
TO THE
H&R BLOCK DEFERRED COMPENSATION PLAN
FOR EXECUTIVES
H&R BLOCK, INC. (the "Company") adopted the H&R Block Deferred
Compensation Plan for Executives (the "Plan"), effective as of August 1, 1987.
The Company amended said Plan by Amendment No. 1, effective December 15, 1990;
by Amendment No. 2, effective January 1, 1990; by Amendment No. 3, effective
September 1, 1991; by Amendment No. 4, effective January 1, 1994; by Amendment
No. 5, effective May 1, 1994; by Amendment No. 6, effective August 1, 1995; by
Amendment No. 7, effective December 11, 1996; and by Amendment No. 8, effective
January 1, 1998. 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. 9 is effective as of January 1, 1997.
AMENDMENT
1. Section 4.3 of the Plan, as previously amended, is further
amended by replacing it with the following new Section 4.3:
"Section 4.3 Crediting Rate Upon Retirement, Disability,
Continued Employment After Reaching the Age of 75, Death or
Termination of Employment with all Affiliates as a Result of a Change
of Control. If a Participant (i) terminates employment at or after
Normal Retirement Date or Early Retirement Date, (ii) is Disabled, or
(iii) continues employment after reaching the Age of 75 and has
completed ten (10) Years of Service, gains and losses shall be
credited as described in Section 4.2 to that Participant's Accounts.
If a Participant dies prior to termination of employment, gains and
losses shall be credited, to date of death, as described in Section
4.2 to that Participant's Accounts. If a Participant terminates
employment with all Affiliates 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 shall be credited as described
in Section 4.2 up to, but not after, the date of the Change of
Control."
2. Section 6.1 of the Plan is amended by replacing it with the
following new Section 6.1:
"Section 6.1 Payments After Termination of Employment.
Generally, payments of benefits to a Participant shall be made by the
Company only upon the termination, voluntary or involuntary, of the
Participant's employment with all Affiliates, except where (i) a
Participant is Disabled, (ii) the provisions of Section 6.2.2 apply,
or (iii) the provisions of Section 6.7 apply."
3. Section 6.2 of the Plan, as previously amended, is further
amended by replacing it with the following new Section 6.2:
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"Section 6.2 Form of Benefits Upon Retirement, Disability
or Continued Employment After Reaching the Age of 75.
6.2.1 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.
6.2.2 Continued Employment After Reaching the Age
of 75. If a Participant reaches the Age of 75 while in the
employ of an Affiliate, and has completed ten (10) Years of
Service, payment of benefits shall commence in the first pay
period of the first calendar quarter that begins at least
forty-five (45) days after the date on which the Participant
reaches the Age of 75. Payments from the Account shall be
made in accordance with the Standard Form of Benefit.
However, no less than 13 months prior to the date on which the
Participant reaches the Age of 75, the Participant may
petition the Committee for, and the Committee may approve at
such time, an optional form of benefit.
6.2.3 Lump-Sum Payment. Notwithstanding any other
provisions of the Plan, a Participant who terminates
employment on or after Normal Retirement Date or Early
Retirement Date, and a Participant who reaches the Age of 75
while in the employ of an Affiliate may, at any time before or
after a Change of Control, as defined in Section 10.2, elect
to receive an immediate lump-sum payment of the aggregate of
the balances of said Participant's Accounts 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 6.2.3. The
penalty shall be equal to ten percent (10%) of the aggregate
of the balances of such Accounts if the election is made
before a Change in Control and shall be equal to five percent
(5%) of the aggregate of the balances of such Accounts if the
election is made after a Change of 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
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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
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 such refund is paid, as published by Salomon Brothers, Inc.,
or any successor thereto, or as determined by the Chief Financial
Officer of the Company. 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 6.6.1 of the Plan, as previously amended, is further amended
by replacing the phrase "Section 6.2" in the last sentence of the first
paragraph of said Section with the phrase "Section 6.2.3".
5. Section 9.1 of the Plan, as previously amended, is further amended by
replacing all references to "Section 6.2" in the last sentence thereof with
the phrase "Section 6.2.3".
6. Except as modified in this Amendment No. 9, 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
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Its: President and Chief Executive Officer
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