CHANGE OF CONTROL AGREEMENT



                  AGREEMENT, dated as of the 10th day of February 2003 (this

"Agreement"), by and between Janus Capital Group Inc., a DELAWARE corporation

(the "Company"), and R. Timothy Hudner (the "Executive").



                  WHEREAS, the Board of Directors of the Company (the "Board"),

has determined that it is in the best interests of the Company and its

stockholders to assure that the Company will have the continued dedication of

the Executive, notwithstanding the possibility, threat or occurrence of a Change

of Control (as defined herein). The Board believes it is imperative to diminish

the inevitable distraction of the Executive by virtue of the personal

uncertainties and risks created by a pending or threatened Change of Control and

to encourage the Executive's full attention and dedication to the current

Company and in the event of any threatened or pending Change of Control, and to

provide the Executive with compensation and benefits arrangements upon a Change

of Control that ensure that the compensation and benefits expectations of the

Executive will be satisfied and that are competitive with those of other

corporations;



                  WHEREAS, the Board intends that this Agreement shall take

effect only if and when a Change of Control occurs after the date of this

Agreement and within the Change of Control Period (as defined herein);



                  WHEREAS, the Board intends that whenever a conflict occurs

between this Agreement and any existing or subsequent employment agreement

between the Executive and the Company, this Agreement shall control with respect

to any such conflict only if and when after the date of this Agreement a Change

of Control occurs within the Change of Control Period;



                   Therefore, in order to accomplish these objectives, the Board

has caused the Company to enter into this Agreement.



                  NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:



                  SECTION 1. CERTAIN DEFINITIONS. (a) "Effective Date" means the

first date during the Change of Control Period on which a Change of Control

occurs. Notwithstanding anything in this Agreement to the contrary, if a Change

of Control occurs and if the Executive's employment with the Company is

terminated prior to the date on which the Change of Control occurs, and if it is

reasonably demonstrated by the Executive that such termination of employment (1)

was at the request of a third party that has taken steps reasonably calculated

to effect a Change of Control or (2) otherwise arose in connection with or

anticipation of a Change of Control, then "Effective Date" means the date

immediately prior to the date of such termination of employment.



                  (b) "Change of Control Period" means the period commencing on

the date hereof and ending on the third anniversary of the date hereof;

provided, however, that, commencing on the date one year after the date hereof,

and on each annual anniversary of such date (such date and each annual

anniversary thereof, the "Renewal Date"), unless previously











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terminated, the Change of Control Period shall be automatically extended so as

to terminate three years from such Renewal Date, unless, at least 60 days prior

to the Renewal Date, the Company shall give notice to the Executive that the

Change of Control Period shall not be so extended.



                  (c) "Affiliated Company" means any company controlled by,

controlling or under common control with the Company.



                  (d) "Change of Control" means:



                  (1) An acquisition by any Person of beneficial ownership

(within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act

of 1934, as amended (the "Exchange Act") of 20% or more of either (A) the then

outstanding shares of common stock of the Company (the "Outstanding Company

Common Stock") or (B) the combined voting power of the then outstanding voting

securities of the Company entitled to vote generally in the election of

directors (the "Outstanding Company Voting Securities"); excluding, however, the

following: (i) any acquisition by the Company, (ii) any acquisition by any

employee benefit plan (or related trust) sponsored or maintained by the Company

or any entity controlled by the Company, or (iii) any acquisition pursuant to a

transaction which complies with clauses (A), (B) and (C) of subsection (3) of

this Section 1(d) or



                  (2) A change in the composition of the Board such that the

individuals who, as of the effective date of the Plan, constitute the Board

(such Board shall be hereinafter referred to as the "Incumbent Board") cease for

any reason to constitute at least a majority of the Board; provided, however,

for purposes of this Section 1(d), that any individual who becomes a member of

the Board subsequent to the effective date hereof, whose election, or nomination

for election by the Company's stockholders, was approved by a vote of at least a

majority of those individuals who are members of the Board and who were also

members of the Incumbent Board (or deemed to be such pursuant to this proviso)

shall be considered as though such individual were a member of the Incumbent

Board; but, provided, further, that any such individual whose initial assumption

of office occurs as a result of either an actual or threatened election contest

(as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the

Exchange Act) or other accrual or threatened solicitation of proxies or consents

by or on behalf of a Person other than the Board shall not be so considered as a

member of the Incumbent Board; or



                  (3) Consummation of a reorganization, merger or consolidation

or sale or other disposition of all or substantially all of the assets of the

Company or the acquisition of the assets or stock of another entity ("Business

Combination"); excluding, however, such a Business Combination pursuant to which

(A) all or substantially all of the individuals and entities who are the

beneficial owners, respectively, of the Outstanding Company Common Stock and

Outstanding Company Voting Securities immediately prior to such Business

Combination will beneficially own, directly or indirectly, more than 50% of,

respectively, the outstanding shares of common stock, and the combined voting

power of the then outstanding voting securities entitled to vote generally in

the election of directors, as the case may be, of the corporation resulting from

such Business Combination (including, without limitation, a corporation which as

a result of such transaction owns the Company or all or substantially all the

Company's assets either directly or through one or more subsidiaries) in

substantially the same proportions as their ownership, immediately prior to such

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