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EXHIBIT 10.4
AMENDMENT NO. 2
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 amended said Plan by Amendment No.
1 effective as of January 1, 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. 2 is effective as of
January 1, 2000.
AMENDMENT
1. Section 2.1.7 of the Plan is amended by deleting the current Section
2.1.7 and replacing it with the following new Section 2.1.7:
2.1.7 "Annual Deferral Amount" means the amount of Base Salary,
and/or Bonus that a Participant elects to defer each Plan Year under a
Permissible Deferral. The amount of Base Salary included in the Annual
Deferral Amount shall be equal to a percentage of the Participant's
Base Salary that is not less than three percent (3%) and either (a)
not greater than fifty percent (50%) for Permissible Deferrals of
persons eligible to participate in the Plan prior to January 1, 2000,
and who continuously remain eligible to make Permissible Deferrals in
Plan Years commencing on or after said date, or (b) not greater than
twenty percent (20%) for Permissible Deferrals of persons first
eligible to participate in the Plan on or after January 1, 2000 (or
who again become eligible to make Permissible Deferral elections
pursuant to Section 3.6(ii) after January 1, 2000). The amount of
Bonus or Bonuses included in the Annual Deferral Amount shall be equal
to (i) a flat dollar amount, expressed in one thousand dollar ($1,000)
increments (not greater than the maximum percentage of the Bonus
specified in (ii), below), or (ii) a percentage of the Bonus or
Bonuses paid during the Plan Year that is not less than five percent
(5%) and either (A) not greater than fifty percent (50%), expressed in
five percent (5%) increments, for Permissible Deferrals of persons
eligible to participate in the Plan prior to January 1, 2000, and who
continuously remain eligible to make Permissible Deferrals in Plan
Years commencing on or after said date, or (B) not greater than twenty
percent (20%) for Permissible Deferrals of persons first eligible to
participate in the Plan on or after January 1, 2000 (or who again
become eligible to make Permissible Deferral elections pursuant to
Section 3.6(ii) after January 1, 2000). In the case of a Participant
who is an employee of both an Accounting Subsidiary and an Accounting
Firm, the calculation of the amount of the Annual Deferral Amount that
the Participant is permitted to elect shall be made by taking into
account the amount of salary and bonus paid to such Participant by the
Accounting Firm, but the actual deferral under the Plan shall only be
made out of the Base Salary and/or Bonus or Bonuses paid by all
Affiliates.
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2. Section 4.1.2 of the Plan, as previously amended, is further amended
by (a) inserting in the second sentence of the first paragraph thereof the
phrase "by a Participant who was eligible to participate in the Plan prior to
January 1, 2000" after the existing words and numbers "pursuant to Section
4.1.1" and immediately prior to the first comma in such second sentence; and (b)
adding the following new sentence at the end of the first paragraph thereof:
"For Participants who first become eligible to participate in the Plan
with the Plan Year commencing on January 1, 2000 or thereafter, no
Matching Contributions shall be posted to their Accounts."
3. Except as modified in this Amendment No. 2, 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 CEO
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