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EXHIBIT (10)(b)
AMENDMENT NO. 3
TO THE
H&R BLOCK SUPPLEMENTAL
DEFERRED COMPENSATION PLAN FOR EXECUTIVES
H&R BLOCK, INC. (the "Company") adopted the H&R Block Supplemental
Deferred Compensation Plan for Executives (the "Plan") effective as of May 1,
1994. The Company amended said Plan by Amendment No. 1 effective September 7,
1994; and by Amendment No. 2 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. 3 is effective as of December 11, 1996.
AMENDMENT
1. Section 2.1.24 of the Plan is amended (a) by deleting the
following phrase "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 is amended (a) by deleting the word
"or" in between subsections (a) and (b) 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 (c) 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')."
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
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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) the Accounts of CompuServe Participants shall continued to
be valued in accordance with the provisions of Section 4.2,
and (ii) vesting for Company Contributions shall continue as
set forth in Section 5.2."
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 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
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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 6.6.2 of the Plan, as previously amended, is further
amended by replacing the second paragraph of said Section with the following
new paragraph:
"The pre-retirement death benefit shall be paid
semimonthly for a ten-year period. The Beneficiary may
petition the Committee for an alternative method of payment.
Earnings on the Account shall continue to be credited during
the payment period at an 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 September 30 of the Plan Year immediately prior to the Plan
Year to which it applies, as published by Salomon Brothers,
Inc., or any successor thereto, or as determined by the Chief
Financial Officer of the Company. Commencement of the
benefits under this Section 6.6.2 shall begin no later than
six (6) months following the death of the Participant
notwithstanding any election which the Participant may have
made to defer benefits pursuant to Section 6.5."
7. Section 10.5 of the Plan shall be amended by adding the
following sentence to the end of such Section:
"This Section 10.5 shall not be deemed to prohibit a
transfer of benefits pursuant to Section 3.7."
8. Except as modified in this Amendment No. 3, 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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