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                                                                    EXHIBIT 10.2

                                AMENDMENT NO. 1
                                     TO THE
                      H&R BLOCK DEFERRED COMPENSATION PLAN
                    FOR EXECUTIVES, AS AMENDED AND RESTATED

     H&R Block, Inc. (the "Company") adopted the H&R Block Deferred Compensation
Plan for Executives, as Amended and Restated (the "Plan"), effective as of
January 1, 1999. The Company retains 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. 1 is effective as of January 1, 1999.


                                   AMENDMENT

     1. Section 2.1.25 of the Plan is amended by adding the following sentence
at the end of such Section:

        "For persons eligible to participate in the Plan who were
        employed prior to January 1, 1999 by a subsidiary of HRB
        Business Services, Inc. that was incorporated after May 15,
        1998, an 'Enrollment Period' is granted consisting of the period
        between January 4, 1999 and January 31, 1999, inclusive."

     2. Section 2.1.40 of the Plan is amended by (a) deleting the second
sentence thereof and replacing such second sentence with the following new
sentence:

        "Except for Permissible Deferrals elected to commence on March
        1, 1998, and Permissible Deferrals elected during an Enrollment
        Period described in Section 2.1.25 other than a period comprised
        of October 1 through December 15, inclusive, 'Plan Year' means
        the calendar year (a) for all Permissible Deferrals elected by
        Group B Participants, and (b) for Permissible Deferrals of Group
        A Participants elected to commence January 1, 1991 or later.";

(b) deleting the fifth sentence thereof and replacing such fifth sentence with
the following new sentence:

        "If the Committee grants to a person eligible to participate in
        the Plan a discretionary Enrollment Period in accordance with
        Section 2.1.25 and such person submits to the Company a
        Permissible Deferrable election during such Enrollment Period,
        such Participant's first 'Plan Year' shall be the period (i)
        beginning on the first day of the first calendar month
        commencing not less than 45 days after the date that such
        Participant is first employed by a Participating Affiliate, and
        (ii) ending on December 31 of the year in which such calendar
        month falls."; and



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(c) adding the following new sentence after the new fifth sentence of such
Section 2.1.40 and prior to the sixth sentence of said Section:

        "For Permissible Deferrals of Participants elected during the
        Enrollment Period consisting of the period between January 4,
        1999 and January 31, 1999, inclusive, 'Plan Year' means the
        10-month period between March 1, 1999 and December 31, 1999,
        inclusive, and the calendar year thereafter."

     3. Section 4.1.2 of the Plan is amended by (a) adding the following words
and punctuation after the words and punctuation "provided, however, that" and
before the words "the maximum percentage" in the first paragraph of said
Section:

        "(i) each Participating Affiliate may elect before each
        Enrollment Period to have no Matching Contributions posted
        during the Plan Year (to which the Enrollment Period relates) to
        the Accounts of Participants employed by such Participating
        Affiliate, and (ii)";

and (b) adding the following new sentence at the end of the first paragraph of
said Section:

        "If a Participating Affiliate elects to have Matching
        Contributions posted to the Accounts of Participants employed by
        such Participating Affiliate during a Plan Year, Matching
        Contributions shall continue to be posted to such Accounts
        during all subsequent Plan Years, provided that, not less than
        four months prior to the beginning of any such subsequent Plan
        Year, the Participating Affiliate may petition the Committee,
        and the Committee may approve at such time, for no Matching
        Contributions to be posted to the Accounts of such Participants
        during such Plan Year."

     4. Except as modified in this Amendment No. 1, the Plan 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
                                         ---------------------------------------

                                     Its: President and Chief Executive Officer
                                          --------------------------------------


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