RESTRICTED STOCK AWARD AGREEMENT





      THIS RESTRICTED STOCK AWARD AGREEMENT (the "Agreement"), dated as of the

_____ day of ________, 2004, between Janus Capital Group Inc., a Delaware

corporation (the "Company"), and ________________________ (the "Employee").



                            W I T N E S S E T H





      In consideration of the mutual promises and covenants made herein and the

mutual benefits to be derived herefrom, the parties hereto agree as follows:



1. Grant and Vesting of Restricted Stock.



(a) Subject to the provisions of this Agreement and to the provisions of the

Company's 1998 Long Term Incentive Stock Plan, as amended (the "Plan"), the

Company hereby grants to the Employee as of __________, 2004 (the "Grant Date"),

____________ shares (the "Restricted Stock") of common stock of the Company, par

value $.01 per share ("Common Stock"). All capitalized terms used herein, to the

extent not defined, shall have the meaning set forth in the Plan, a copy of

which is included with this Agreement.



(b) Subject to the terms and conditions of this Agreement, a percentage of the

Restricted Stock shall vest and no longer be subject to any restriction on the

anniversaries of the Grant Date in accordance with the schedule set forth below:



{TABLE}

{CAPTION}

                                         Percentage of Restricted Stock Vesting

             Vesting Dates                   On Each Specified Vesting Date

             -------------               --------------------------------------

{S}                                      {C}





{/TABLE}



(c) Notwithstanding the provisions of Paragraph 1(b), if the Employee's

employment is terminated with the Company due to Retirement, death or

Disability, the Restricted Stock shall vest in full.



(d) Except as provided above, in the event that the employment of the Employee

with the Company shall terminate, all unvested shares of Restricted Stock shall

be forfeited by the Employee effective immediately upon such termination. For

purposes of this Agreement, employment with the Company shall include employment

with the Company's Consolidated Subsidiaries and its successors. Nothing in this

Agreement or the Plan shall confer upon the Employee any right to continue in

the employ of the Company, its Consolidated Subsidiaries or any of its

affiliates, or interfere in any way with the right of the Company, its

Consolidated Subsidiaries or any such affiliates to terminate the Employee's

employment at any time.

{PAGE}

2. Issuance of Shares.



      Subject to Paragraph 3 and Paragraph 8 (pertaining to the withholding of

taxes), as soon as practicable after each vesting event under Paragraph 1(b) or,

if the Employee's employment is terminated pursuant to Paragraph 1(c), as soon

as practicable after such termination (in each case, provided there has been no

prior forfeiture of the Restricted Stock pursuant to the terms of this Agreement

and the Plan), the Company shall issue (or cause to be delivered) to the

Employee one or more unlegended stock certificates with respect to the

Restricted Stock vesting or as a result of such termination, as the case may be

(or shall take other appropriate steps to reflect the Employee's unrestricted

ownership of all or a portion of the Restricted Stock that is subject to this

Agreement).



3. Nontransferability of the Restricted Stock.



      During the Employee's employment with the Company, the Employee cannot

sell more than fifty percent (50%) of their vested shares in excess of the

cumulative number of applicable shares issued to the Employee, subject to any

proper share withholding elections. Any unvested shares of the Restricted Stock

shall not be transferable by the Employee by means of sale, assignment,

exchange, encumbrance, pledge or otherwise.



4. Rights as a Stockholder.



      Except as otherwise specifically provided in this Agreement, the Employee

shall have all the rights of a stockholder with respect to the Restricted Stock,

including without limitation the right to vote the Restricted Stock and the

right to receive dividend payments. Dividends and distributions other than

regular cash dividends, if any, may result in an adjustment pursuant to

Paragraph 5.



5. Adjustment in the Event of Change in Stock; Change in Control.



(a) In the event that the Committee determines that any dividend or other

distribution (whether in the form of cash, Common Stock, other securities, or

other property), recapitalization, stock split, reverse stock split,

subdivision, consolidation or reduction of capital, reorganization, merger,

scheme of arrangement, split-up, spin-off or combination involving the Company

or repurchase or exchange of Common Stock or other rights to purchase Common

Stock or other securities of the Company, or other similar corporate transaction

or event that affects the Common Stock such that an adjustment is determined by

the Committee to be appropriate to prevent dilution or enlargement of the

benefits or potential benefits intended to be made available under the Plan,

then the Committee shall, in such manner as it may deem equitable, adjust the

number and type of shares, or, if deemed appropriate, make provision for a cash

payment to the Employee or the substitution of other property for shares of

Restricted Stock; provided, that the number of shares of Restricted Stock shall

always be a whole number.



(b) If a Change of Control (as defined on Exhibit A hereto) occurs, then the

shares of Restricted Stock that were forfeitable shall thereupon become

non-forfeitable.





                                      -2-

{PAGE}

6. Payment of Transfer Taxes, Fees and Other Expenses.



      The Company agrees to pay any and all original issue taxes and stock

transfer taxes that may be imposed on the issuance of shares received by an

Employee in connection with the Restricted Stock, together with any and all

other fees and expenses necessarily incurred by the Company in connection

therewith.



7. Other Restrictions.



      The Restricted Stock shall be subject to the requirement that, if at any

time the Committee shall determine that (i) the listing, registration or

qualification of the shares of Common Stock subject or related thereto upon any

securities exchange or under any state or federal law, or (ii) the consent or

approval of any government regulatory body, or (iii) an agreement by the

Employee with respect to the disposition of shares of Common Stock is necessary

or desirable as a condition of, or in connection with, the delivery or purchase

of shares pursuant thereto, then in any such event, the grant of Restricted

Stock shall not be effective unless such listing, registration, qualification,



consent, approval or agreement shall have been effected or obtained free of any

conditions not acceptable to the Committee.



8. Taxes and Withholding.



      No later than the date as of which an amount first becomes includible in

the gross income of the Employee for federal income tax purposes with respect to

any Restricted Stock, the Employee shall pay all federal, state, local and

foreign taxes that are required by applicable laws and regulations to be

withheld by either: (i) participating in the Company's program to have shares

withheld by the Company's transfer agent (provided that it will not result in

adverse accounting consequences to the Company), or (ii) making other payment

arrangements satisfactory to the Company. The obligations of the Company under

this Agreement shall be conditioned on compliance by the Employee with this

Paragraph 8. It is intended that the foregoing provisions of this paragraph

shall normally govern the payment of withholding taxes; however, if withholding

is not accomplished under the preceding provisions of this paragraph, the

Company shall, to the extent permitted by law, have the right to deduct any such

taxes from any payment otherwise due to the Employee, including the delivery of

the Restricted Stock that gives rise to the withholding requirement.



9. Notices.



      All notices and other communications under this Agreement shall be in

writing and shall be given by hand delivery to the other party or by facsimile,

overnight courier, or registered or certified mail, return receipt requested,

postage prepaid, addressed as follows:



            If to the Employee:



                  -------------------

                  -------------------

                  -------------------





                                      -3-

{PAGE}

            If to the Company:



                  Janus Capital Group Inc.

                  Attn:  General Counsel

                  151 Detroit Street, 4th Floor

                  Denver, Colorado 80206

                  Facsimile: (303) 316-5728



or to such other address or facsimile number as any party shall have furnished

to the other in writing in accordance with this Paragraph 9. Notice and

communications shall be effective when actually received by the addressee.



10. Effect of Agreement.



      Except as otherwise provided hereunder, this Agreement shall be binding

upon and shall inure to the benefit of any successor or successors of the

Company.



11. Laws Applicable to Construction.

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