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                                                                   EXHIBIT 10.2

                                AMENDMENT NO. 7
                                     TO THE
               H&R BLOCK 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; by
Amendment No. 4 effective January 1, 1998; by Amendment No. 5 effective in part
on March 1, 1998 and in part on April 1, 1998; and by Amendment No. 6 effective
December 8, 1999. 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. 7 is effective as of January 1, 2001.

                                    AMENDMENT

     1. Section 2.1.15 of the Plan, as previously amended, is further amended
by: (a) inserting the punctuation and words ", each of which is an Affiliate"
immediately after the words "of the Company" and immediately before the
punctuation ":"; (b) deleting the words "H&R Block Tax Services, Inc." and
replacing them with the words "H&R Block Services, Inc."; and (c) deleting the
words "Option One Mortgage Corporation" and replacing them with the words "HRB
Business Services, Inc.".

     2. Section 4.2 of the Plan, as previously amended, is further amended by
(a) inserting the words "on a daily basis" immediately after the words "posted
to the Account" and immediately before the words "in accordance with" in the
first sentence of the first paragraph thereof; and (b) deleting the fifth
sentence of said section and replacing it with the following new sentence:

        "Participants may elect to reallocate all or any portion of their
        Account balances, including their entire balance in a Fixed 120 Account,
        among the available investment options, including those funds selected
        by the Company for the variable rate investment option, provided said
        reallocations are in at least one percent (1%) increments."

     3. Section 4.2.2 of the Plan, as previously amended, is further amended by
deleting the third and fourth sentences of said section and replacing them with
the following new sentence:

        "Participants may elect to have their Accounts treated as if they were
        invested in one or more of the funds selected, provided the election is
        in at least one percent (1%) increments of the Account."


     4. Section 6.4.2 of the Plan is deleted and replaced with the following new
Section 6.4.2:




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            "6.4.2. Death Prior to Benefit Commencement. In the event a
        Participant dies prior to the time benefits commence, the Company shall
        pay a pre-retirement death benefit to the Participant's Beneficiary in
        the form of a lump sum payment, semimonthly payments over a five-year
        period, or semimonthly payments over a ten-year period, as selected by
        the Participant on a form and in a manner prescribed by the Committee. A
        Participant may change such election once each Plan Year. If the form of
        payment selected by the Participant is a lump sum, the amount of the
        pre-retirement death benefit shall be equal to the Participant's Account
        as of the date of the Participant's death. If the form of payment
        selected by the Participant is semimonthly payments over a five or
        ten-year period, the amount of the pre-retirement death benefit shall be
        equal to the Participant's Account as of the date of the Participant's
        death, annuitized over a five-year or ten-year period, respectively, at
        an interest rate equal to the rate of one-year United States Treasury
        notes in effect as of September 30 of the Plan Year immediately prior to
        the Plan Year in which payment of the pre-retirement death benefit
        commences, as published by Salomon Brothers, Inc., or any successor
        thereto, or as determined by the Chief Financial Officer of the Company.
        If a Participant fails to select the form of the pre-retirement death
        benefit, the pre-retirement death benefit shall be paid in the form of
        semimonthly payments over a ten-year period."

     5. Section 6.4.4 of the Plan is amended by adding the following new
sentence after the third sentence of said section:

        "In the event a Participant is married at the time he or she designates
        a beneficiary other than his or her spouse, such designation will not be
        valid unless the Participant's spouse consents in writing to such
        designation."

     6. Except as modified in this Amendment No. 7, the Plan, as previously
amended, shall remain in full force and effect, including the Company's right to
amend or terminate the Plan as set forth in Article 9 of the Plan.

                                       H&R BLOCK, INC.


                                       By:
                                           -----------------------------------

                                       Name:
                                             ---------------------------------

                                       Title:
                                             ---------------------------------


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