THIS TERMINATION AGREEMENT (the "Agreement") is entered into as of the 3rd day of September, 2003,
by and between HRB Management, Inc., a Missouri corporation ("HRB"), and Frank J. Cotroneo ("Cotroneo").
TERMINATION OF EMPLOYMENT
1. Mutual Agreement to Terminate Employment Agreement. HRB and Cotroneo acknowledge and agree that
they are parties to an Employment Agreement dated January 26, 2000 (the "Employment Agreement"), and that
they desire to terminate Cotroneo's employment under the Employment Agreement by this Agreement. The
parties agree that such termination of employment is mutual and shall not be considered a termination for or
without "cause" or for "good reason" (as such terms are defined in the Employment Agreement), except as noted
for the sole purpose described in Section 4(a)(iii) of this Agreement. Such employment and the Employment
Agreement will terminate effective as of the close of business on October 31, 2003, or such earlier date as is
mutually agreed upon by the parties in writing (the "Termination Date"). By this Agreement, the parties agree to
waive any notice of termination required by the Employment Agreement.
2. Surviving Obligations. Notwithstanding the above, the termination of Cotroneo's employment will not affect the
following provisions of the Employment Agreement which, by their express terms as set forth therein, impose
continuing obligations on one or more of the parties following termination of the Employment Agreement:
o Article Two, "Confidentiality," Sections 2.01, 2.02
o Article Three, "Non-Hiring; No Conflicts; Noncompetition," Sections 3.01, 3.02, 3.04, 3.05
o Article Four, "Miscellaneous," Section 4.06.
3. Resignation as Officer.
(a) Cotroneo will resign (i) as Senior Vice President and Chief Financial Officer of H&R Block, Inc. ("Block")
and (ii) from any and all officer and director positions held with HRB and all other subsidiaries of Block (all such
other subsidiaries of Block, collect