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EXHIBIT (10)(a)
AMENDMENT NO. 7
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; and by Amendment No. 6 effective August 1, 1995.
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 December 11, 1996.
AMENDMENT
1. Section 2.1.22 of the Plan, as previously amended, is further
amended (a) by deleting the following phrase "and MECA Software, Inc.,"; (b) by
replacing the period at the end of this Section with a semi-colon; and (c) by
adding after the semi-colon the following:
"provided, however, that as of the close of business on
December 31, 1996, CompuServe Incorporated and all of its
subsidiaries shall be deemed to be Participating Affiliates
only to the extent of existing Accounts established with
respect to eligible Executives."
2. Section 3.2 of the Plan, as previously amended, is further
amended by replacing the period at the end of the second sentence with a comma,
and by adding after the comma the following:
"and subject to the provisions of Sections 3.6 and 3.7."
3. Section 3.3 of the Plan, as previously amended, is further
amended (a) by deleting the word "or" in between subsections (b) and (c)
thereof; (b) by replacing the period at the end of the first sentence with a
comma; and (c) by adding after the comma the following:
"or (d) the transfer of all benefits to which the Participant
is entitled under the Plan to a deferred compensation plan
established by or for the benefit of CompuServe Corporation,
CompuServe Incorporated and/or any direct or indirect
subsidiary of CompuServe Corporation (hereinafter collectively
referred to as 'CompuServe')."
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4. The following Section 3.6 is added to the Plan:
"Section 3.6 Participants Employed by CompuServe.
As of the close of business on December 31, 1996, those
Participants employed by CompuServe ('CompuServe
Participants') shall no longer (a) make Permissible Deferral
elections for the Plan Years commencing on or after January 1,
1997, or (b) make deferrals from Base Salary or Bonuses
pursuant to any outstanding Permissible Deferral elections.
During their continuous employment by CompuServe after
December 31, 1996, and prior to any transfer of benefits
pursuant to Section 3.7, (i) gains and losses shall be posted
to the Accounts of CompuServe Participants in accordance with
the provisions of Section 4.2, and (ii) vesting for Company
Contributions shall continue as set forth in Article 5."
5. The following Section 3.7 is added to the Plan:
"Section 3.7 Election by CompuServe Participants
Upon a Spin-Off or Other Disposition Not Involving a Change in
Control. In the event that the Company transfers, sells,
distributes, exchanges or otherwise disposes of the CompuServe
Corporation common stock directly or indirectly held by the
Company by means of a pro-rata distribution by the Company to
its shareholders (the 'Spin-Off') or by any other means, as a
result of which the Company thereafter directly or indirectly
owns less than fifty percent (50%) of the issued and
outstanding common stock of CompuServe Corporation, but a
Change in Control of a Participating Subsidiary under Section
1.01-2 of the Trust has not occurred, then each Participant
employed by CompuServe on the effective date of such Spin-Off
or other disposition shall within thirty (30) days after such
effective date elect to either:
(a) maintain his or her Account(s) and continue to
participate in the Plan as set forth in Section 3.6; or
(b) have the Company transfer all of the benefits to
which the Participant is entitled under the Plan to a deferred
compensation plan established by or for the benefit of
CompuServe (the 'CompuServe Plan'), and upon such transfer,
release the Company from all liability under the Plan.
If the Participant makes no election within said 30-day
period, the Participant will be deemed to have elected to
maintain his or her Account(s) and to continue to participate
in the Plan as set forth in Section 3.6. If a Participant
elects to have the Company transfer benefits to the CompuServe
Plan, said transfer to the CompuServe Plan shall be
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completed within 120 days after the effective date of the
Spin-Off or other distribution. Upon such transfer, the
Participant shall no longer participate in the Plan, and the
Company shall have no further liability to the Participant
under the Plan. If a Participant elects to have the Company
transfer benefits and then terminates employment with
CompuServe prior to said transfer, or if the Participant
terminates his or her employment with CompuServe during said
30-day period prior to making an election, the benefits to
which the Participant is entitled shall be paid pursuant to
the provisions of Article 6 of the Plan."
6. Section 11.5 of the Plan shall be amended by adding the
following sentence to the end of such Section:
"This Section 11.5 shall not be deemed to prohibit a transfer
of benefits pursuant to Section 3.7."
7. 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
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Its: President and Chief Executive Officer
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