AGREEMENT

THIS AGREEMENT ("this Agreement") is entered into as of the 16th day of July,2003, by and between RSM McGladrey, Inc., a Delaware corporation ("RSM"), and Thomas G. Rotherham ("Rotherham").

ARTICLE ONE 
TERMINATION OF EMPLOYMENT

1. Mutual Agreement to Terminate Employment Agreement. RSM and Rotherham acknowledge and agree that they are parties to an Employment Agreement dated August 2, 1999 (the "Employment Agreement"), and that, pursuant to Section 9.1 (e) of the Employment Agreement, the parties desire to terminate Rotherham's employment under the Employment Agreement by this Agreement. Such employment and the Employment Agreement will terminate effective as of the close of business on August 1, 2003, or such earlier date as is 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. The parties agree that Rotherham does not have the right to claim to be "adversely affected," as described in Section 5.4 of the Employment Agreement, and may not make the election described therein. Unless otherwise agreed in this Agreement, the termination of the Employment Agreement will not be effective as to those portions of the Employment Agreement which, by their express terms as set forth therein, require performance by either party following termination of the Employment Agreement.

2. Resignation as Officer. Rotherham will resign (a) as President and Chief Executive Officer of RSM and (b) from any and all officer and director positions held with RSM and with all other subsidiaries of H&R Block, Inc. ("Block") (all such other subsidiaries of Block, "Affiliates"). Such resignations will be effective as of the Termination Date. Rotherham will execute resignations in the form attached hereto as Exhibit A contemporaneously with his execution of this Agreement.

3. Continued Employment; Compensation and Benefits.

(a) In consideration of Rotherham's promises herein, RSM agrees to continue to employ Rotherham through the Termination Date. On the Termination Date, Rotherham will be given the opportunity to execute a release agreement (the "Release Agreement") in the form attached hereto as Exhibit B. If Rotherham executes the Release Agreement on the Termination Date, RSM will agree to provide the compensation and benefits as follows and as described in the Release Agreement on the terms described therein:

(i) RSM will pay to Rotherham$600,000 over the 12-month period beginning on the Termination Date in semi-monthly equal installments of$25,000 (less required tax withholding s). Such payments encompass payment to Rotherham for any unused vacation or other paid time off accrued as of the Termination Date.

(ii) Rotherham will remain eligible to participate in those health and welfare plans maintained by RSM offering medical, dental, vision, employee assistance, flexible spending account, life insurance, and accidental death and dismemberment insurance benefits during the 12-month period beginning on the Termination Date on the same basis as employees of RSM.

(iii) Those portions of any outstanding incentive stock options and non qualified stock options to purchase shares of Block's common stock granted to Rotherham by Block ("Stock Options") that are scheduled to vest between the Termination Date and February 1, 2005 (based solely on the time-specific vesting schedule included in the applicable stock option agreement), shall vest and become exercisable as of the Termination Date. Rotherham shall have until November 1, 2004 to exercise such Stock Options. The operation of such provision is subject to Rotherham's execution of an amendment to the affected stock option agreements in the form attached as an exhibit to the Release Agreement.

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