BLOCK FINANCIAL CORPORATION

                              OFFICERS' CERTIFICATE

        The undersigned, Becky Shulman, the Vice President and Treasurer of
Block Financial Corporation, a Delaware corporation (the "Corporation"), and
Bret G. Wilson, Secretary of the Corporation, do hereby establish the terms of
certain debt securities of the Corporation under the Indenture, dated
October 20, 1997 (the "Indenture"), among the Corporation, H&R Block, Inc.
("HRB") and Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company)
(the "First Trustee"), as supplemented by that certain First Supplemental
Indenture, dated as of April 18, 2000, among the Corporation, HRB, the First
Trustee and The Bank of New York, as separate trustee under the Indenture in
respect of BFC's 8.50% Notes due 2007 (the "Second Trustee), as follows:

(i)     The title of the securities shall be "5.125% Notes due 2014" (the
        "Notes");

(ii)    Deutsche Bank Trust Company Americas shall be the Trustee,
        Authenticating Agent, Paying Agent, Transfer Agent and Registrar
        for the Notes;

(iii)   The aggregate principal amount of the Notes which may be initially
        authenticated and delivered under the Indenture shall be initially
        limited to a maximum of $400,000,000, subject to the right of the
        Corporation to issue additional principal amount of the Notes from time
        to time;

(iv)    The Notes shall mature on October 30, 2014; the holders of the Notes
        shall not have the right to demand repayment of the Notes prior to
        maturity; and the Notes shall not be subject to any sinking fund
        requirement;

(v)     The Notes shall bear interest at the rate of 5.125% per annum, which
        interest shall accrue from October 26, 2004, or from the most recent
        Interest Payment Date (as defined in the Indenture) to which interest
        has been paid or duly provided for, which dates shall be April 30 and
        October 30 of each year, and such interest shall be payable
        semi-annually on April 30 and October 30, commencing on April 30, 2005,
        to holders of record at the close of business on the April 15 or
        October 15, respectively, next preceding each such Interest Payment
        Date;

(vi)    Deutsche Bank Trust Company Americas is appointed to be trustee for the
        Notes, and Deutsche Bank Trust Company Americas or any other banking
        institution hereafter selected by the officers of the Corporation, are
        appointed agents of the Corporation (a) where the Notes may be presented
        for registration of transfer or exchange, (b) where notices and demands
        to or upon the Corporation in respect of the Notes or the Indenture may
        be made or served and (c) where the Notes may be presented for payment
        of principal and interest;

(vii)   The Notes are approved in the form  attached  hereto as Exhibit A
        and shall be issued upon original  issuance in whole in the form of
        book-entry Global Securities (as defined in the Indenture), and the
        Depository (as defined in the Indenture) shall be the
        Depository Trust Company, New York, New York. Such Global
        Securities shall bear the legends set forth



<PAGE>


        in the form of Note attached as Exhibit A hereto;

(viii)  In addition to the circumstances specified in Section 2.15(c)(i) and
        (ii) of the Indenture, the Global Security may be exchanged for
        individual Notes in  definitive  registered  form if an Event of
        Default has occurred and is continuing.

(ix)    The Corporation may redeem the Notes at any time prior to maturity in
        whole, or in part, at a redemption price equal to the greater of:

               (i)  100% of the  principal  amount of the Notes to be  redeemed,
                    plus accrued interest to the redemption date, or

               (ii) as determined by the Independent  Investment Banker, the sum
                    of the present values of the remaining  principal amount and
                    scheduled  payments  of interest on the Notes to be redeemed
                    (not  including any portion of payments of interest  accrued
                    as of the redemption date) discounted to the redemption date
                    on a  semi-annual  basis at the Treasury  Rate plus 20 basis
                    points plus accrued interest to the redemption date.

                    The  redemption price shall be calculated assuming a 360-day
               year consisting of twelve 30-day months.

                    "Treasury Rate" means,  with respect to any redemption date,
               the rate per year equal to the  semi-annual  equivalent  yield to
               maturity of the  Comparable  Treasury  Issue,  calculated  on the
               third  business day preceding  the  redemption  date,  assuming a
               price  for  the  Comparable   Treasury  Issue   (expressed  as  a
               percentage  of its  principal  amount)  equal  to the  Comparable
               Treasury Price for that redemption date.

                    "Comparable Treasury Issue" means the United States Treasury
               security selected by the Independent  Investment Banker as having
               an actual or  interpolated  maturity  comparable to the remaining
               term of the Notes  that would be used,  at the time of  selection
               and in accordance with customary financial  practice,  in pricing
               new issues of corporate debt securities of comparable maturity to
               the remaining term of the Notes.

                    "Comparable  Treasury  Price"  means,  with  respect  to any
               redemption date:

               (i)  the average of the Reference  Treasury Dealer Quotations for
                    that redemption date, after excluding the highest and lowest
                    of the Reference Treasury Dealer Quotations, or

               (ii) if the Trustee obtains fewer than three  Reference  Treasury
                    Dealer  Quotations,  the average of all  Reference  Treasury
                    Dealer Quotations so received.

                    "Independent  Investment  Banker" means one of the Reference
               Treasury Dealers appointed by the trustee after consultation with
               the Corporation.

                                       2

<PAGE>


                    "Reference  Treasury  Dealer" means (a) each of J.P.  Morgan
               Securities Inc. and Merrill Lynch Government  Securities Inc. and
               their respective successors, unless either of them ceases to be a
               primary  U.S.  government  securities  dealer in New York City (a
               "Primary Treasury  Dealer"),  in which case the Corporation shall
               substitute  another Primary  Treasury  Dealer,  and (b) any other
               Primary Treasury Dealer selected by the Corporation.

                    "Reference  Treasury Dealer  Quotations" means, with respect
               to each Reference  Treasury  Dealer and any redemption  date, the
               average,  as  determined  by the  trustee,  of the bid and  asked
               prices for the Comparable  Treasury Issue (expressed in each case
               as a percentage of its principal amount) quoted in writing to the
               trustee by that Reference  Treasury Dealer at 3:30 p.m., New York
               City time, on the third  Business Day preceding  that  redemption
               date.

                    Notice of any redemption shall be given at least 30 days but
               not more than 60 days before the  redemption  date to each holder
               of the Notes to be  redeemed.  Notices of  redemption  may not be
               conditional.  Unless  there  exists a default  in  payment of the
               redemption  price,  on and after the  redemption  date,  interest
               shall  cease to  accrue  on the  Notes or  portions  of the Notes
               called for redemption.

                    If less  than all of the  Notes  are to be  redeemed  at any
               time, the Trustee shall select Notes for redemption on a pro rata
               basis,  by lot or by such  method as the  Trustee  deems fair and
               appropriate.

(x)     The Notes shall be general unsecured obligations of the Corporation
        and shall rank equal in right of payment, on a pari passu basis,
        with all of its other existing and future unsecured and
        unsubordinated senior indebtedness. The Notes shall be fully and
        unconditionally guaranteed on a senior unsecured basis by the Guarantor.
        The guarantee shall rank equal in right of payment, on a pari passu
        basis, with all of the  Guarantor's existing and future unsecured and
        unsubordinated senior indebtedness and guarantees;

(xi)    The definition of "Permitted Lien" in the Indenture with respect to the
        Notes shall be replaced with the following:

               "Permitted Liens" means, with respect to any Person,

                                       3

<PAGE>


               (a)  Pledges  or   deposits  by  such   Person   under   worker's
                    compensation  laws,   unemployment  insurance  laws,  social
                    security laws or similar legislation, or good faith deposits
                    in connection with bids, tenders,  contracts (other than for
                    the payment of  Indebtedness) or leases to which such Person
                    is a party,  or  deposits  to  secure  public  or  statutory
                    obligations  of such  Person or deposits of cash or bonds to
                    secure  performance,  surety or appeal  bonds to which  such
                    Person is a party or which are  otherwise  required  of such
                    Person,  or  deposits  as security  for  contested  taxes or
                    import   duties  or  for  the   payment  of  rent  or  other
                    obligations  of like  nature,  in each case  Incurred in the
                    ordinary course of business;

               (b)  Liens  imposed by law,  such as  carriers',  warehousemen's,
                    laborers',  materialmen's,  landlords', vendors', workmen's,
                    operators',  factors and mechanics  liens,  in each case for
                    sums  not yet  due or  being  contested  in  good  faith  by
                    appropriate proceedings;

               (c)  Liens for taxes,  assessments and other governmental charges
                    or levies not yet delinquent or which are being contested in
                    good faith by appropriate proceedings;

               (d)  Survey exceptions,  encumbrances,  easements or reservations
                    of or with  respect  to, or  rights  of  others  for or with
                    respect to, licenses,  rights-of-way,  sewers,  electric and
                    other  utility  lines and usages,  telegraph  and  telephone
                    lines,  pipelines,  surface  use,  operation  of  equipment,
                    permits,  servitudes and other similar matters, or zoning or
                    other  restrictions  as to the use of real property or Liens
                    incidental  to the conduct of the business of such Person or
                    to the ownership of its  properties  which were not incurred
                    in  connection  with  Indebtedness  and  which do not in the
                    aggregate  materially  adversely  affect  the  value of said
                    properties or  materially  impair their use in the operation
                    of the business of such Person;

               (e)  Liens  existing  on or  provided  for  under  the  terms  of
                    agreements  existing on the Issue Date  (including,  without
                    limitation, under the Credit Agreement);

               (f)  Liens on  property  at the time  the  Company  or any of its
                    Subsidiaries acquired the property or the entity owning such
                    property,  including any acquisition by means of a merger or
                    consolidation with or into the Company;  provided,  however,
                    that any such  Lien may not  extend  to any  other  property
                    owned by the Company or any of its Subsidiaries;

               (g)  Liens on any Principal  Property,  or any shares of stock or
                    Indebtedness of any Subsidiary,  acquired  (including by way
                    of merger or consolidation)  after the date of the Indenture
                    by  the  Company  or  any   Subsidiary   which  are  created
                    contemporaneously with such acquisition, or within 24 months
                    thereafter,   to  secure  or  provide  for  the  payment  or
                    financing of any part of the purchase price thereof;

                                       4

<PAGE>


               (h)  Liens   arising   from,   or   in   connection   with,   any
                    securitization,  sale or other  transfer,  or any financing,
                    involving loans, servicing assets,  securities,  receivables
                    or other financial assets (or, in each case, portions of, or
                    participations  in, thereof) and/or,  in each case,  related
                    rights and interests;

               (i)  Liens securing a Hedging  Obligation so long as such Hedging
                    Obligation is of the type  customarily  entered into for the
                    purpose of limiting risk;

               (j)  Purchase Money Liens;

               (k)  Liens  securing  only  Indebtedness  of a Subsidiary  of the
                    Company  to  the  Company  or  one  or  more  wholly   owned
                    Subsidiaries of the Company;

               (l)  Liens on any  property  to secure  Indebtedness  incurred in
                    connection with the construction,  installation or financing
                    of pollution control or abatement  facilities or other forms
                    of industrial revenue bond financing or Indebtedness  issued
                    or  Guaranteed  by  the  United  States,  any  state  or any
                    department, agency or instrumentality thereof;

               (m)  Government Contract Liens;

               (n)  Liens securing  Indebtedness  of joint ventures in which the
                    Company or a  Subsidiary  has an interest to the extent such
                    Liens are on property or assets of, such joint ventures;

               (o)  Liens  arising in  connection  with  payables to brokers and
                    dealers in the ordinary course of business;

               (p)  Liens  arising  in   connection   with  deposits  and  other
                    liabilities  incurred  by  banking  and/or  other  financial
                    services activities in the ordinary course of business;

               (q)  Banker's  Liens,  rights of setoff and other  similar  Liens
                    existing solely with respect to bank accounts  maintained by
                    the Company and its  Subsidiaries,  in each case  granted in
                    the  ordinary  course  of  business  in favor of the bank or
                    banks with  which such  accounts  are  maintained;  provided
                    that,  unless  the  Liens  are  non-consensual  and arise by
                    operation  of  law,  the  Liens  shall  not  secure  (either
                    directly or indirectly) the repayment of any Indebtedness;

               (r)  Liens resulting from the deposit of funds or evidences of
                Indebtedness in trust for the purpose of defeasing Indebtedness
                of the Company or any of its Subsidiaries;

               (s)  legal or equitable encumbrances deemed to exist by reason of
                    negative pledges or the existence of any litigation or other
                    legal   proceeding   and  any  related  lis  pendens  filing
                    (excluding  any   attachment   prior  to  judgment  lien  or
                    attachment lien in aid of execution on a judgment);

                                       5

<PAGE>


                    (t)  any attachment  Lien being  contested in good faith and
                         by  proceedings   promptly   initiated  and  diligently
                         conducted,  unless the  attachment  giving rise thereto
                         shall not,  within sixty days after the entry  thereof,
                         have been  discharged or fully bonded or shall not have
                         been discharged within sixty days after the termination
                         of any such bond;

                    (u)  any judgment Lien, unless the judgment it secures shall
                         not,  within sixty days after the entry  thereof,  have
                         been  discharged or execution  thereof  stayed  pending
                         appeal,  or shall not have been discharged within sixty
                         days after the expiration of any such stay;

                    (v)  Liens to banks  arising from the issuance of letters of
                         credit issued by such banks;

                    (w)  Rights of a common  owner of any  interest  in property
                         held by such Person;

                    (x)  Any defects, irregularities or deficiencies in title to
                         easements,  rights-of-way  or other properties which do
                         not in the aggregate  materially  adversely  affect the
                         value of such properties or materially impair their use
                         in the operation of the business of such Person; and

                    (y)  Liens to secure any refinancing,  refunding, extension,
                         renewal or  replacement  (or  successive  refinancings,
                         refundings, extensions, renewals or replacements), as a
                         whole, or in part, of any  indebtedness  secured by any
                         Lien referred to in the  foregoing  clauses (e) through
                         (n); provided, however, that (i) such new Lien shall be
                         limited  to  all or  part  of the  same  property  that
                         secured the original  Lien (plus  improvements  on such
                         property)  and (ii) the  Indebtedness  secured  by such
                         Lien  at  such  time  is not  increased  to any  amount
                         greater than the sum of (A) the  outstanding  principal
                         amount  or,  if  greater,   committed   amount  of  the
                         indebtedness described under clauses (e) through (j) at
                         the time the  original  Lien  became a  Permitted  Lien
                         under this Indenture and (B) an amount necessary to pay
                         any fees and expenses,  including premiums,  related to
                         such  refinancing,  refunding,  extension,  renewal  or
                         replacement.

(xii)   Section 4.08 of the Indenture shall not be applicable to the Notes;

(xiii)  Section 4.10 of the Indenture with respect to the Notes shall be
        replaced with the following:

                    Limitation  on Liens.  Unless the Company  contemporaneously
                    secures the Notes  equally  and  ratably  with (or prior to)
                    such obligation, the Company shall not, and shall not permit
                    any of its  Subsidiaries  to  create  or permit to exist any
                    Lien on any  Principal  Property,  or any shares of stock or
                    Indebtedness of any Restricted  Subsidiary  whether owned on
                    the  Issue  Date  or  thereafter   acquired,   securing  any
                    obligation except for:

                                       6

<PAGE>


               (i)  Permitted Liens; or

               (ii) Liens  securing  Indebtedness  if,  after  giving  pro forma
                    effect  to the  Incurrence  of such  indebtedness  (and  the
                    receipt  and  application  of the  proceeds  thereof) or the
                    securing of outstanding  Indebtedness,  all  Indebtedness of
                    the  Company  and its  Subsidiaries  secured by Liens on any
                    Principal Property (other than Permitted Liens), at the time
                    of determination does not exceed the greater of $250,000,000
                    or 15% of the total consolidated stockholders' equity of the
                    Company as shown on the audited  consolidated  balance sheet
                    contained in the latest annual report to stockholders of the
                    Company.

(xiv)   The only Events of Default with respect to the Notes shall be those
        listed in clauses (a) through (h) of Section 6.01;

(xv)    Section 10.01 of the Indenture with respect to the Notes shall be
        replaced with the following;

                    Consolidations  and Mergers of the Company.  Neither BFC nor
               the  Company  shall  consolidate  with or merge  with or into any
               Person, or convey, transfer or lease all or substantially all the
               assets of the Company on a consolidated basis, unless:

              (i)   either (a) the Company shall be the continuing Person in the
                    case  of  a  merger  or  (b)  the  resulting,  surviving  or
                    transferee  Person if other than the Company (the "Successor
                    Company")  shall be a  corporation  organized  and  existing
                    under the laws of the United  States,  any State  thereof or
                    the District of Columbia  and the  Successor  Company  shall
                    expressly  assume,  by  an  Indenture  supplemental  hereto,
                    executed and delivered to the Trustee,  in form satisfactory
                    to the Trustee,  all the  obligations of BFC and the Company
                    under  the  Notes   according  to  their  tenor,   and  this
                    Indenture;

              (ii)  immediately  after giving  effect to such  transaction  (and
                    treating any Indebtedness which becomes an obligation of the
                    Successor  Company  or any  Subsidiary  of the  Company as a
                    result of such  transaction  as having been  Incurred by the
                    Successor  Company  or such  Subsidiary  at the time of such
                    transaction),  no Default or Event of Default would occur or
                    be continuing; and

              (iii) the Company shall have delivered to the Trustee an Officers'
                    Certificate  and an Opinion of Counsel,  each  stating  that
                    such consolidation, merger or transfer and such supplemental
                    Indenture (if any) comply with this Indenture.

(xvi)   The Notes shall be subject to Article XI of the Indenture

(xvii)  The  initial  public  offering  price  of the  Notes  is  99.412%  of
        the principal amount thereof,

                                       7

<PAGE>


        plus accrued interest, if any, from October 26, 2004;

(xviii) The price to be received by the Corporation  from the  Underwriters  for
        the Notes shall be 98.762% of the principal amount thereof;

(xix)   In case of any conflict  between this Certificate and the Notes in the
        form referred to in paragraph (vii), the Notes shall control.




                            [signature page follows]





                                       8

<PAGE>




        IN WITNESS WHEREOF, I have signed my name as of this 26th day of
October, 2004.





                               By:   /s/ Becky Shulman
                                   ------------------------
                               Name: Becky Shulman
                               Title: Vice President and Treasurer


                               By:   /s/ Bret G. Wilson
                                   ------------------------
                               Name: Bret G. Wilson
                               Title: Secretary







                                       9