AGREEMENT

THIS AGREEMENT is entered into as of the 21st day of February, 2000, ("Agreement Date") by and between HRB Management, Inc. ("Block") and Ozzie Wenich ("Wenich").

WHEREAS, Wenich is employed by HRB Management, Inc. to serve as Senior Vice President and Chief Financial Officer of H&R Block, Inc., in addition to other director and officer positions held with Block, its affiliates and subsidiaries (a complete list of all such positions is attached hereto as Exhibit A);

WHEREAS, Wenich possesses intimate knowledge of the business and affairs of Block, its parents, subsidiaries and affiliates, particularly related to financial and operational matters; and

WHEREAS, the parties desire to set forth the terms and conditions upon which Wenich will retire as of August 31, 2000;

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, Block and Wenich (collectively, the "Parties") agree as follows:

1. Change in Employment. As of February 21, 2000, it is agreed that Wenich will no longer serve as Senior Vice President and Chief Financial Officer of H&RBlock, Inc. or hold any other officer and director position now held with Block, its parents, subsidiaries and affiliates; however, his employment with Block will continue through his retirement on August 31, 2000 (the "Employment Termination Date"). During the period February 21, 2000, through the Employment Termination Date, Wenich will work on such projects and assignments as are mutually agreed upon by Block and Wenich, provided that, unless otherwise agreed to by Wenich, all such projects and assignments shall relate to the transition to new management. Wenich shall make himself available for deposition and trial testimony in matters of litigation involving Block and its affiliates through the Employment Termination Date. He shall continue to be a regular, full-time Block employee through the Employment Termination Date for the purposes of salary and certain benefits, as set forth in this Agreement. Wenich shall have no set hours of work and services shall be provided by Wenich from his home, except to the extent that such work must be performed at Block's offices or another location, as mutually agreed by Block and Wenich. As Wenich continues as an employee through the Employment Termination Date, Wenich's salary will be at the same annual rate as his annual rate of salary in effect on the Agreement Date and will be paid semi-monthly on the 15th and last day of each month. During the period February 21, 2000, through the Employment Termination Date any accrued and available vacation, floating holidays, personal days or paid time off benefits to which Wenich is eligible as of February 21, 2000, shall not be applied to any and all periods during which Wenich is not actively pursuing projects, tasks or functions on Block's behalf, and Wenich shall be paid for such days and benefits in accordance with Paragraph 3 of this Agreement. Wenich will resign (a) as Senior Vice President and Chief Financial Officer of H&R Block, Inc. and (b) from any and all officer and director positions held with Block, its parents, affiliates and subsidiaries effective as of February 21, 2000 (a complete list of all positions held on the date of this Agreement (collectively, the "Executive Positions") is attached hereto as Exhibit A). Such resignations shall not affect Wenich's status as an employee of Block or affect Wenich's participation in, or vesting under, any employee benefit or welfare plans of Block or any of Block's affiliates or parent companies, including, without limitation, the H&R Block Deferred Compensation Plan for Executives, the 1993 Long-Term Executive Compensation Plan and any other executive compensation, benefit or bonus plans (collectively, the "Plans") for which Wenich would be eligible to receive compensation or benefits through the Employment Termination Date. In other words, Mr. Wenich shall participate in and vest under all such Plans as if he held the Executive Positions through the Employment Termination Date.

2. Termination of Employment. By mutual agreement, Wenich's employment with Block will terminate on the Employment Termination Date. Said termination will be treated as a retirement for all purposes.

详文见附件