AMENDMENT NO. 5
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.
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
"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