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EXHIBIT 10(C)
AMENDMENT NO. 5
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; and by Amendment No. 4 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. 5 is effective as of March 1, 1998, except for the provisions in
Paragraph 3, which are effective as of April 1, 1998.
AMENDMENT
1. The first sentence of the introductory paragraph of the Plan is
replaced with the following new sentence:
"H&R Block, Inc. (the "Company") hereby establishes, effective
September 1, 1987, a nonqualified deferred compensation plan
for the benefit of specified Directors of the Company and such
other entities as may be designated by the Company from time
to time."
2. Section 2.1.15 of the Plan, as previously amended, is further amended
by inserting the phrase "Option One Mortgage Corporation," immediately after
the phrase "Block Financial Corporation," therein.
3. Section 4.1 of the Plan, as previously amended, is further amended by
replacing the phrase "the following calendar month" in subsection (c)(ii)
thereof with the phrase "that month".
4. Section 6.2.3 of the Plan, as previously amended, is further amended
by replacing it with the following new Section 6.2.3:
"6.2.3 The amount of each level payment for the Initial
Payment Period, if any, shall be calculated using the balance
in the Account as of the beginning of the Initial Payment Period and
amortizing such balance over the remaining Overall Payment Period
using an assumed interest rate equal to the rate of one-year United
States Treasury notes, said rate to be determined once each Plan
Year and to be the rate in effect as of the September 30 immediately
preceding the payment period to which it applies, as published by
Solomon Brothers, Inc., or any successor thereto, or as determined
by the Chief Financial Officer of the Company (the "Assumed Interest
Rate"). The amount of each level payment for each Calendar Year
Payment Period shall be calculated by taking the balance in the
Account as of November 30 of the calendar year immediately prior to
such Calendar Year Payment Period, subtracting the benefit payments
made during the portion of such calendar year following November 30,
and amortizing the difference over the remaining Overall Payment
Period using the Assumed Interest Rate. The amount of each level
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payment for the Remainder Payment Period, if any, shall be
calculated by taking the balance in the Account as of November 30 of
the calendar year immediately prior to the Remainder Payment Period,
subtracting the benefit payments made during the portion of such
calendar year following November 30, and amortizing the difference
over the Remainder Payment Period using an assumed interest rate of
zero percent (0%) per annum. If the actual crediting rate for the
Remainder Payment Period is more than zero percent, the additional
gain resulting from the difference shall be paid to the Participant
in a single payment within six months after the last day of the
Remainder Payment Period."
5. Section 6.2.6 of the Plan, as previously amended, is furtheramended
by replacing the phrase "Section 6.2.4" with the phrase "Section 6.2.3".
6. Section 6.2.4 of the Plan is deleted and Sections 6.2.5 and 6.2.6 are
redesignated as Sections 6.2.4 and 6.2.5, respectively.
7. Section 9.1 of the Plan, as previously amended, is further amended
(i) by replacing the phrases "Section 6.2.6" with the phrase "Section 6.2.5";
and (ii) by replacing the phrase "Section 6.2.4" with the phrase "Section
6.2.3".
8. Except as modified in this Amendment No. 5, 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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