10-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

ý    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

OR

o    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                    to                                     

Commission File Number 001-15253

Janus Capital Group Inc.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	43-1804048 (I.R.S. Employer Identification No.)
151 Detroit Street, Denver, Colorado (Address of principal executive offices)	80206 (Zip Code)

(303) 333-3863
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $0.01 Per Share Par Value Preferred Stock Purchase Rights	New York Stock Exchange New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes ý    No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No ý

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes ý    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in rule 12b-2 of the Exchange Act. (Check one).

Large accelerated filer ý Accelerated filer o Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

As of June 30, 2007, the aggregate market value of common equity held by nonaffiliates was $4,929,152,903. As of February 22, 2008, there were 164,132,446 shares of the Company's common stock, $.01 par value per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated herein by reference into Part of the Form 10-K as indicated:

Document	Part of Form 10-K into Which Incorporated
Company's Definitive Proxy Statement for the 2008 Annual Meeting of Shareholders	Part III

JANUS CAPITAL GROUP INC.
2007 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	2
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	9
Item 2.	Properties	9
Item 3.	Legal Proceedings	10
Item 4.	Submission of Matters to a Vote of Security Holders	10
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
Item 6.	Selected Financial Data	13
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	26
Item 8.	Financial Statements and Supplementary Data	29
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	61
Item 9A.	Controls and Procedures	61
Item 9B.	Other Information	61
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	61
Item 11.	Executive Compensation	61
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	61
Item 13.	Certain Relationships and Related Transactions, and Director Independence	61
Item 14.	Principal Accountant Fees and Services	61
PART IV
Item 15.	Exhibits and Financial Statement Schedules	62
	Signatures	70

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PART I

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, Janus Capital Group Inc. (collectively "Janus" or the "Company") may make other written and oral communications from time to time (including, without limitation, in the Company's 2007 Annual Report to Stockholders) that contain such statements. Forward-looking statements include statements as to industry trends and future expectations of the Company and other matters that do not relate strictly to historical facts and are based on certain assumptions by management. These statements are often identified by the use of words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "should," "estimate" or "continue," and similar expressions or variations. These statements are based on the beliefs and assumptions of Company management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements include, among others, the risks described in Part I, Item 1A, Risk Factors, and elsewhere in this report and other documents filed or furnished by Janus from time to time with the Securities and Exchange Commission. Janus cautions readers to carefully consider such factors. Furthermore, such forward-looking statements speak only as of the date on which such statements are made. Janus undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

ITEM 1.    BUSINESS

Janus Capital Group Inc. (collectively, "Janus" or the "Company") provides investment management and administrative services to mutual funds, separate accounts and institutional clients in both domestic and international markets. Janus provides investment advisory services through its primary subsidiaries, Janus Capital Management LLC ("JCM" or "Janus ex-INTECH") and Enhanced Investment Technologies, LLC ("INTECH").

Revenues are generally based upon a percentage of the market value of assets under management and are calculated as a percentage of the daily average asset balance in accordance with contractual agreements with the Company's mutual funds, separate accounts and subadvised relationships (collectively referred to herein as "products" or "investment products"). Certain investment products are also subject to performance fees which vary based on their relative performance as compared to a benchmark index and the level of assets subject to such fees. Assets under management primarily consist of domestic and international equity and debt securities. Accordingly, fluctuations in the financial markets, relative investment performance, sales and redemptions of investment products, and changes in the composition of assets under management are all factors that have a direct effect on Janus' operating results.

Janus Capital Management

Janus considers itself a leader in equity investing, beginning with the launch of the Janus Fund more than 35 years ago. Janus' investment teams are led by its co-Chief Investment Officers, who are charged with driving investment performance across all disciplines and subsidiaries while maintaining a structured investment approach. Janus' investment teams seek to identify strong businesses with sustainable competitive advantages or improving returns on capital that sell at a discount to what the teams believe they are worth. Janus believes its depth of research, its experienced portfolio managers and analysts, its willingness to make concentrated investments when Janus believes it has a research edge, and its commitment to delivering strong, long-term results for its investors are what differentiate Janus from its competitors.

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For the one- and three-year periods ended December 31, 2007, approximately 89% and 86%, respectively, of the Company's largest fund family, Janus Investment Fund ("JIF"), were ranked in the top two Lipper Analytics quartiles based upon total returns. On a five-year total return basis, 76% of JIF funds were in the top two Lipper quartiles at December 31, 2007. (See Exhibit 99.1 for complete Lipper rankings.)

INTECH

INTECH's unique investment process is based on a mathematical theorem that attempts to capitalize on the volatility in stock price movements. The goal is to achieve long-term returns that outperform the benchmark index while controlling risks and trading costs. Acquired by Janus in 2002, INTECH has managed institutional portfolios since 1987, establishing one of the industry's longest continuous performance records of mathematically driven equity investing strategies. INTECH assets under management have grown from approximately $6.0 billion when Janus acquired it in 2002 to $69.7 billion at the end of 2007. Risk-managed products have primarily been sold through the institutional channel, which generally has lower management fees than products sold through the intermediary, international or retail channels.

Since inception, twelve out of thirteen INTECH investment strategies as of December 31, 2007, have outperformed their respective benchmarks, net of fees and on a gross fee basis. Additionally, all of INTECH's investment strategies rank in the top 2 quartiles of their corresponding universes for alpha and information ratio, from inception through December 31, 2007, based on Callan Risk-Return Rankings that provide industry measurements of risk and reward.

Distribution Channels

Janus' sales organization capabilities are segmented into four distribution channels: retail, U.S. intermediary, U.S. institutional and international.

Retail Channel

The retail channel serves individual investors who access Janus directly or through supermarket platforms. These investors are served through Janus' largest fund family, JIF. Assets in the retail channel totaled $59.5 billion, or 29% of total assets under management at December 31, 2007.

U.S. Intermediary Channel

The U.S. intermediary channel serves financial intermediaries and retirement plans for the advice-driven market, which includes asset managers, bank/trust officers, broker-dealers, independent planners, third-party administrators and insurance companies. Janus has aligned the channel to focus resources on distributor needs and is targeting product platforms that tend to have high asset retention rates in order to enhance long-term returns and margins. Janus has made significant investments in the U.S. intermediary channel by increasing the number of wholesalers from 23 at the beginning of 2005 to 50 at the end of 2007. Assets in the domestic intermediary channel totaled $60.1 billion, or 29% of total assets under management at December 31, 2007.

U.S. Institutional Channel

The U.S. institutional channel serves endowments, foundations, municipalities, corporations and Taft-Hartley clients and focuses on distribution through consulting relationships and on a direct basis. The current asset base in this channel is weighted heavily toward INTECH's risk-managed products. Assets in the U.S. institutional channel totaled $73.7 billion, or 35% of total assets under management at December 31, 2007.

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International Channel

The international channel serves all products sold outside of the United States and includes international retail, intermediary and institutional accounts. International products are offered through Janus Capital Funds Plc, Janus Selection Funds, separate accounts and subadvisory relationships. Assets in the international channel totaled $13.4 billion, or 7% of total assets under management at December 31, 2007.

COMPETITION

The investment management industry is relatively mature and saturated with competitors that provide services similar to Janus. As such, Janus encounters significant competition in all areas of its business. Janus competes with other investment managers, mutual fund advisers, brokerage and investment banking firms, insurance companies, hedge funds, venture capitalists, banks and other financial institutions, many of which are larger, have proprietary access to distribution, have a broader range of product choices and investment capabilities, and have greater capital resources. Janus believes its ability to successfully compete in this market is based on its ability to: achieve consistently strong investment performance; maintain and build upon its distribution relationships and continue to create new ones; develop appropriately priced investment products well suited for its distribution channels and attractive to underlying clients and investors; offer multiple investment choices; provide effective shareowner servicing; retain and strengthen the confidence of its clients; attract and retain talented portfolio management and sales personnel; and develop and leverage its brand in existing and new distribution channels. Additionally, Janus' ability to successfully compete with other investment management companies is highly dependent on its reputation and its relationship with clients.

Competition in the investment management industry continues to increase as a result of greater flexibility afforded to banks and other financial institutions to sponsor and distribute mutual funds. Furthermore, the marketplace for investment products is rapidly changing; investors are becoming more sophisticated; the demand for and access to investment advice and information are becoming more widespread; and more investors are demanding investment vehicles that are customized to their personal requirements.

REGULATION

The investment management industry is subject to extensive federal, state and international laws and regulations intended to benefit or protect the shareholders of funds managed by Janus and advisory clients of Janus. The costs of complying with such laws and regulations have significantly increased and may continue to contribute significantly to the costs of doing business as an investment adviser. These laws and regulations generally grant supervisory agencies broad administrative powers, including the power to limit or restrict the conduct of Janus' business and to impose sanctions for failure to comply with the laws and regulations. Possible consequences or sanctions for such failure to comply include, but are not limited to, voiding of investment advisory and subadvisory agreements; the suspension of individual employees (particularly investment management and sales personnel); limitations on engaging in certain lines of business for specified periods of time; revocation of registrations; disgorgement of profits; and censures and fines. Further, such laws and regulations may provide the basis for litigation that may also result in significant costs and reputational harm to Janus.

The Investment Advisers Act

The Securities and Exchange Commission ("SEC") is the federal agency generally responsible for administering the federal securities laws. Certain subsidiaries of Janus are registered investment advisers under the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and, as such, are supervised by the SEC. The Investment Advisers Act requires registered investment

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advisers to comply with numerous and pervasive obligations, including among other things, record-keeping requirements, operational procedures, registration and reporting and disclosure obligations. Certain subsidiaries of Janus are also registered with regulatory authorities in various states, and thus are subject to the oversight and regulation of such states' regulatory agencies.

The 1940 Act

Through its subsidiaries, Janus acts as adviser or subadviser to both proprietary and non-proprietary mutual funds, which are registered with the SEC pursuant to the Investment Company Act of 1940, as amended (the "1940 Act"). Janus subsidiaries also serve as adviser or subadviser to separately managed accounts and commingled accounts that are not required to register under the 1940 Act. As an adviser or subadviser to a registered investment company, Janus must comply with the requirements of the 1940 Act and related regulations including among other things, requirements relating to operations, fees charged, sales, accounting, recordkeeping, disclosure and governance. In addition, the adviser or subadviser to a registered investment company generally has obligations with respect to the qualification of the registered investment company under the Internal Revenue Code of 1986, as amended (the "Code").

Broker-Dealer Regulations

Janus' limited purpose broker-dealer subsidiary, Janus Distributors LLC ("JD"), is registered with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is a member of the Financial Industry Regulatory Authority ("FINRA"), the securities industry's self-regulatory organization. JD is the general distributor and agent of the sale and distribution of shares of certain mutual funds that are directly advised or serviced by JCM. The SEC imposes various requirements on Janus' limited broker-dealer operations including disclosure, recordkeeping and accounting. FINRA has established conduct rules for all securities transactions among broker-dealers and private investors, trading rules for the over-the-counter markets and operational rules for its member firms. The SEC and FINRA also impose net capital requirements on registered broker-dealers.

Janus' limited broker-dealer is also subject to regulation under state law. The federal securities laws prohibit states from imposing substantive requirements on broker-dealers that exceed those under federal law. This does not preclude the states from imposing registration requirements on broker-dealers that operate within their jurisdiction or from sanctioning these broker-dealers and their employees for engaging in misconduct.

ERISA

Certain Janus subsidiaries are also subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and related regulations to the extent they are considered "fiduciaries" under ERISA with respect to some of their clients. ERISA, related provisions of the Code and regulations issued by the Department of Labor impose duties on persons who are fiduciaries under ERISA and prohibit some transactions involving the assets of each ERISA plan that is a client of a Janus subsidiary as well as some transactions by the fiduciaries (and several other related parties) to such plans.

International Regulations

Certain Janus subsidiaries are authorized to conduct investment business in international markets and are subject to foreign regulation. Janus' international subsidiaries are subject to the regulatory supervision and requirements of various agencies, including the Financial Services Authority in the United Kingdom, the Irish Financial Services Regulatory Authority, the Securities and Futures Commission of Hong Kong, the Monetary Authority of Singapore, the Financial Services Agency of Japan and Canadian Securities Commissions. These regulatory agencies have broad supervisory and

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disciplinary powers, including, among others, the power to temporarily or permanently revoke the authorization to carry on regulated business, the suspension of registered employees, censures and fines for both regulated businesses and their registered employees.

Many of the non-U.S. securities exchanges and regulatory authorities have imposed rules (and others may impose rules) relating to capital requirements applicable to Janus' foreign subsidiaries. These rules, which specify minimum capital requirements, are designed to measure general financial integrity and liquidity, and require that a minimum amount of assets be kept in relatively liquid form.

EMPLOYEES

As of December 31, 2007, Janus had 1,213 full-time employees related to continuing operations and 429 full-time employees related to discontinued operations. No Janus employees are represented by a labor union.

AVAILABLE INFORMATION

Copies of Janus' filings with the SEC can be obtained from the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information can be obtained about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

Janus makes available free of charge its annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments thereto as soon as reasonably practical after such filing has been made with the SEC. Reports may be obtained through the Investor Relations section of Janus' website (http://ir.janus.com) or by contacting Janus at (888) 834-2536. The contents of Janus' website are not incorporated herein for any purpose.

Janus' Officer Code of Ethics for Principal Executive Officer and Senior Financial Officers (including its chief executive officer, chief financial officer and controller) (the "Officer Code"); Corporate Code of Business Conduct and Ethics for all employees; corporate governance guidelines; and the charters of key committees of the board of directors (including the Audit, Compensation and Nominating and Corporate Governance committees) are available on its website (http://ir.janus.com/governance.cfm), and printed copies are available to any shareholder upon request by calling Janus at (888) 834-2536. Any future amendments to or waivers of the Officer Code will be posted to the Investor Relations section of Janus' website.

ADDITIONAL FINANCIAL INFORMATION

See additional financial information on segments and geographical areas in Part II, Item 8, Financial Statements and Supplementary Data, Note 19 — Segment and Geographic Information, of this Form 10-K.

ITEM 1A.    RISK FACTORS

Janus' revenues and profits are dependent on the value, composition and relative investment performance of its investment products.

Any decrease in the value or amount of assets under management will cause a decline in revenues and operating results. Assets under management may decline for various reasons, many of which are not under Janus' control.

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Factors that could cause assets under management and revenues to decline include the following:

•

Declines in equity markets.  Janus' assets under management are concentrated in the U.S. equity markets and, to a lesser extent, in the international equity markets. As such, declines in the equity markets or the market segments in which Janus' investment products are concentrated will cause assets under management to decrease.

•

Declines in fixed income markets.  In the case of fixed income investment products, which invest in high-quality short-term instruments, as well as other fixed income securities, the value of the assets may decline as a result of changes in interest rates, available liquidity in the markets in which a security trades, an issuer's actual or perceived creditworthiness or an issuer's ability to meet its obligations.

•

Redemptions and other withdrawals.  Investors (in response to adverse market conditions, inconsistent investment performance, the pursuit of other investment opportunities, or otherwise) may reduce their investments in specific Janus investment products or in the market segments in which Janus' investment products are concentrated.

•

Political and general economic risks.  The investment products managed by Janus may invest significant funds in international markets that are subject to risk of loss from political or diplomatic developments, government policies, civil unrest, currency fluctuations and changes in legislation related to foreign ownership. International markets, particularly emerging markets, are often smaller, may not have the liquidity of established markets, may lack established regulations and may experience significantly more volatility than established markets.

•

Relative investment performance.  Janus' investment products are often judged on their performance as compared to benchmark indices, peer groups or on an absolute return basis. Any period of prolonged underperformance of investment products may result in the loss of existing assets and impact Janus' ability to attract new assets. In addition, approximately 16% of the Company's assets under management at December 31, 2007, are subject to performance fees. Performance fees are based on each product's investment performance as compared to an established benchmark index over a specified period of time. If investment products subject to performance fees underperform their respective benchmark index for a prolonged period, Janus' results of operations may be adversely impacted.

Janus' results are dependent on its ability to attract and retain key personnel.

The investment management business is highly dependent on the ability to attract, retain and motivate highly skilled, and often highly specialized, technical, executive, sales and investment management personnel. The market for investment and sales professionals is extremely competitive and is increasingly characterized by the frequent movement of portfolio managers, analysts and salespersons among different firms. Any cost-reduction initiative, changes to management structure, shifts in corporate culture, changes to corporate governance authority, or adjustments or reductions to compensation have and could continue to result in legal claims and could impact Janus' ability to retain key personnel. If Janus is unable to retain key personnel, it could have an adverse effect on Janus' results of operations and financial condition. Additionally, portfolio managers and salespersons often maintain relationships with their clients. As such, the departure of a portfolio manager or salesperson may cause the loss of clients, which could have an adverse effect on Janus' results of operations and financial condition.

Janus is dependent upon third-party distribution channels to access clients and potential clients.

Janus' ability to market and distribute its investment products is significantly dependent on access to the client base of insurance companies, defined contribution plan administrators, securities firms,

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broker-dealers, banks and other distribution channels. These companies generally offer their clients various investment products in addition to, and in competition with, Janus. Further, the private account business uses referrals from financial planners, investment advisers and other professionals. Janus cannot be certain that it will continue to have access to these third-party distribution channels or have an opportunity to offer some or all of its investment products through these channels. The inability to access clients through third-party distribution channels could have a material adverse effect on Janus' ability to maintain or increase assets under management, its financial condition, results of operations or business prospects.

INTECH's investment process is highly dependent on key employees and proprietary software.

Over the last several years, INTECH has become a more significant part of Janus' investment management business, representing 34% of total assets under management as of December 31, 2007, and 21% of total revenue for the year ended December 31, 2007. INTECH's investment process is based on complex and proprietary mathematical models, which seek to outperform various indices by capitalizing on the volatility in stock price movements while controlling trading costs and overall risk relative to the index. The maintenance of such models for current products and the development of new products are highly dependent on certain key INTECH employees. If INTECH is unable to retain key personnel or if the mathematical investment strategies fail to produce the intended results, INTECH may not be able to maintain the historical level of strong investment performance and clients may redeem assets, which could have an adverse effect on Janus' results of operations and financial condition.

The regulatory environment in which Janus operates has changed and may continue to change.

Janus may be adversely affected as a result of new or revised legislation or regulations or by changes in the interpretation or enforcement of existing laws and regulations. Compliance with these and other new reporting and operational requirements and regulations has increased significantly and may continue to increase the cost of operating mutual funds and related investment products, which could have an adverse effect on Janus' results of operations and financial condition. (See Item 1, Business — Regulation).

Janus is named as a defendant in class action lawsuits and other litigation.

Janus, certain of the Janus funds, and certain (past and present) officers of Janus are named as defendants in class action lawsuits and other litigation (See Item 8, Note 16). These lawsuits seek unspecified compensatory and punitive damages. Janus is unable to estimate the range of potential losses that would be incurred if the plaintiffs in any of these actions were to prevail, or to determine the total potential effect that they may have on Janus' results of operations, financial position and cash flows. Any settlement or judgment on the merits of these actions could have a material adverse effect on Janus' liquidity, results of operations and financial condition.

Janus' business is vulnerable to failures in support systems and customer service functions.

The ability to consistently and reliably obtain securities pricing information, process shareowner transactions and provide reports and other customer service to the shareowners of funds and other investment products managed by Janus is essential to Janus' operations. Any delays or inaccuracies in obtaining pricing information, Janus' ability to price illiquid or thinly traded securities without readily obtainable market quotes, processing shareowner transactions or providing reports, and any inadequacies in other customer service could alienate customers and potentially give rise to claims against Janus. Janus' customer service capabilities as well as Janus' ability to obtain prompt and accurate securities pricing information and to process shareowner transactions and reports, are dependent on communication and information systems and services provided by third-party vendors.

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Although Janus has established disaster recovery plans, these systems could suffer failures or interruptions due to various natural or man-made causes, and the backup procedures and capabilities may not be adequate to avoid extended interruptions. Additionally, Janus places significant reliance on its automated customer service systems, thereby increasing the related risks if such systems were to fail. A failure of these systems could have an adverse effect on Janus' results of operations and financial condition.

Janus' business is dependent on investment advisory agreements that are subject to termination, non-renewal or reductions in fees.

Janus derives revenue and net income from investment advisory agreements with mutual funds and other investment products. The termination of, or failure to renew, one or more of these agreements or the reduction of the fee rates applicable to such agreements could have a material adverse effect on revenues and profits. With respect to investment advisory agreements with mutual funds, these agreements may be terminated by either party with notice, or terminated in the event of an "assignment" (as defined in the 1940 Act), and must be approved and renewed annually by the independent members of each fund's board of directors or trustees, or its shareowners, as required by law. In addition, the board of directors or trustees of certain funds and separate accounts generally may terminate these investment advisory agreements upon written notice for any reason and without penalty.

Janus' substantial indebtedness could adversely affect its financial condition and results of operations.

Janus has a significant amount of indebtedness which could limit its ability to obtain additional financing for working capital, capital expenditures, stock repurchases, acquisitions, debt service requirements or other purposes. It may also increase Janus' vulnerability to adverse economic, market and industry conditions, limit Janus' flexibility in planning for, or reacting to, changes in business operations or to the asset management industry overall, and place Janus at a disadvantage in relation to competitors that have lower debt levels. Any or all of the above events and/or factors could have an adverse effect on results of operations and financial condition.

Janus may incur losses as a result of providing support to money market funds advised by the Company.

Janus' money market funds (the "Funds") attempt to provide current income and limit exposure to losses by investing in high-quality, investment grade securities with short-term durations. Adverse events or circumstances related to individual securities or the market in which the securities trade may cause other-than-temporary declines in value. In these situations, Janus may elect to support its Funds in a variety of means, including but not limited to, purchasing securities held by the Funds, reimbursing for any losses incurred or providing a letter of credit. Janus is not contractually or legally obligated to support the Funds. Janus has, however, provided financial support in the past and may do so in the future. Any future support may have an adverse effect on results of operations and financial condition.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.

ITEM 2.    PROPERTIES

Janus' headquarters are located in Denver, Colorado. Janus leases office space from non-affiliated companies for administrative, investment and shareowner servicing operations in Denver and Aurora, Colorado; New York, New York; Princeton, New Jersey; Palm Beach Gardens, Florida; London; Hong Kong; Tokyo and Singapore.

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In the opinion of management, the space and equipment owned or leased by the Company are adequate for existing operating needs.

ITEM 3.    LEGAL PROCEEDINGS

The information set forth in response to Item 3 of Regulation S-K under "Legal Proceedings" is incorporated by reference from Part II, Item 8, Financial Statements and Supplemental Data, Note 16 — Litigation, of this Annual Report on Form 10-K.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the three-month period ended December 31, 2007.

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PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Janus Common Stock

Janus' common stock is traded on the New York Stock Exchange ("NYSE") (symbol: JNS). The following table sets forth the high and low sale prices as reported on the NYSE composite tape for each completed quarter since January 1, 2006.

	2007				2006
Quarter
	High		Low		High		Low
First	$	22.60	$	19.35	$	23.28	$	18.24
Second	$	29.83	$	20.76	$	24.20	$	16.41
Third	$	32.13	$	24.90	$	20.14	$	15.50
Fourth	$	37.08	$	28.58	$	21.80	$	19.06

The following graph illustrates the cumulative total shareholder return (rounded to the nearest whole dollar) of Janus' common stock over the five year period ending December 31, 2007, the last trading day of 2007, and compares it to the cumulative total return on the Standard & Poor's ("S&P") 500 Index and the S&P Diversified Financials Index. The comparison assumes a $100 investment on December 31, 2002, in Janus' common stock and in each of the foregoing indices and assumes reinvestment of dividends, if any. This table is not intended to forecast future performance of Janus' common stock.

On December 31, 2007, there were approximately 3,876 holders of record of Janus' outstanding common stock.

Janus declared an annual $0.04 per share dividend in the second quarter of 2007, 2006 and 2005, and anticipates paying a dividend in 2008. The payment of cash dividends is within the discretion of Janus' Board of Directors and will depend on many other factors, including, but not limited to, Janus' results

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of operations, financial condition, capital requirements, restrictions imposed by financing arrangements, general business conditions and legal requirements.

Common Stock Repurchases

The following table presents total 2007 Janus common share repurchases by month:

Period		(a) Total Number of Shares (or Units) Purchased	(b) Average Price Paid Per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (End of Month)
January		2,195,910	$	21.06	2,098,186	$	587 million
February		4,944,512	$	21.71	4,761,600	$	483 million
March		2,970,268	$	20.48	2,575,500	$	431 million
April		1,590,557	$	23.60	1,590,557	$	393 million
May		3,814,728	$	26.10	3,779,800	$	294 million
June		5,024,181	$	27.91	5,024,181	$	154 million
July		1,833,836	$	29.59	1,832,900	$	600 million
August		4,198,000	$	28.01	4,198,000	$	482 million
September		458,566	$	25.87	450,000	$	471 million
October		–		–	–	$	471 million
November		3,855,491	$	31.76	3,807,500	$	350 million
December		1,420,675	$	33.51	1,420,675	$	302 million
	Total	32,306,724	$	26.17	31,538,899

On January 23, 2007, Janus' Board of Directors authorized the repurchase of up to an additional $500 million of Janus common stock with no expiration date, to take effect when the prior authorization was utilized, which occurred on February 27, 2007. On July 24, 2007, Janus' Board of Directors authorized another $500 million stock repurchase program to take effect when the January authorization was fully utilized, which occurred on August 15, 2007. During 2007, Janus repurchased 31,538,899 shares at an aggregate cost of $828.6 million under the current and previous authorizations. The Company cautions that there are no assurances that any future repurchases will actually occur.

In addition to this program, for the year ended December 31, 2007, Janus repurchased 759,081 shares from employees as part of a share withholding program (established under Rule 10b5-1 of the Securities Exchange Act of 1934) to satisfy employees' income tax liabilities attributable to the vesting of restricted stock awards, and 8,744 shares were surrendered to Janus related to the exercise of stock options.

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ITEM 6.    SELECTED FINANCIAL DATA

The selected financial data below should be read in conjunction with Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, of this Form 10-K and Part II, Item 8, Financial Statements and Supplementary Data, of this Form 10-K.

			Year Ended December 31,
			2007			2006			2005			2004			2003
			(dollars in millions, except operating data and per share data)
Income Statement:
	Revenues (1)		$	1,117.0		$	935.8		$	868.3		$	921.8		$	987.5
	Operating expenses (2)			767.7			696.9			675.1			791.2			754.4	(3)
		Operating income		349.3			238.9			193.2			130.6			233.1
	Interest expense (4)			(58.8	)		(32.3	)		(28.6	)		(38.4	)		(60.5	)
	Other, net			32.4	(5)		37.0			37.9			18.9			11.4
	Loss on early extinguishment of debt (4)			–			–			–			(55.5	)		–
	Gain on disposition of DST common shares (6)			–			–			–			228.0			631.3
	Income tax (provision) benefit			(116.4	)		(90.1	)		(72.8	)		(99.4	)		69.7
	Equity in earnings of unconsolidated affiliates			7.2			7.1			7.1			6.1			67.8
	Minority interest			(21.7	)		(21.7	)		(20.0	)		(10.0	)		(4.2	)
		Income from continuing operations		192.0			138.9			116.8			180.3			948.6
	Discontinued operations (7)			(75.7	)		(5.3	)		(29.0	)		(10.8	)		(5.9	)
	Net income		$	116.3		$	133.6		$	87.8		$	169.5		$	942.7
Earnings per Share — Basic (8)
	Income from continuing operations		$	1.09		$	0.69		$	0.53		$	0.78		$	4.17
	Discontinued operations			(0.43	)		(0.03	)		(0.13	)		(0.05	)		(0.03	)
	Net income per share		$	0.66		$	0.66		$	0.40		$	0.73		$	4.14
Earnings per Share — Diluted (8)
	Income from continuing operations		$	1.07		$	0.68		$	0.53		$	0.78		$	4.14
	Discontinued operations			(0.42	)		(0.03	)		(0.13	)		(0.05	)		(0.03	)
	Net income per share		$	0.65		$	0.66		$	0.40		$	0.73		$	4.11
Dividends Declared per Share			$	0.04		$	0.04		$	0.04		$	0.04		$	0.04
Balance Sheet:
	Total assets		$	3,564.1		$	3,537.9		$	3,628.5		$	3,767.6		$	4,332.2
	Long-term debt obligations		$	1,127.7		$	537.2		$	262.2		$	377.5		$	768.8
	Other long-term liabilities		$	470.0		$	490.9		$	501.5		$	495.9		$	598.2
Operating Data (in billions):
	Total assets under management		$	206.7		$	167.7		$	148.5		$	139.0		$	151.5
	Average assets under management		$	190.4		$	156.7		$	135.2		$	137.8		$	144.1
	Long-term net flows (9)		$	9.8		$	2.3		$	2.0		$	(20.6	)	$	(14.4	)

(1)

Revenues generally vary with average assets under management. However, in the years presented, revenues have also been impacted by the Mutual Fund Investigation settlement announced in 2004 and performance fees. As part of the Mutual Fund Investigation settlement, Janus reduced management fees on most of its mutual funds effective July 1, 2004; these fees can only be increased with the approval of the independent fund trustees and shareowners. The fee reduction totaled $11.7 million in the second

13

half of 2004. The acquisition of INTECH in 2002 added performance fees, which vary with relative investment performance and the amount of assets subject to such fees. Beginning in 2007, certain mutual funds became subject to performance fees. Janus earned $11.2 million of performance fees from mutual funds during 2007.

(2)

Operating expenses include impairments, restructuring and Mutual Fund Investigation charges and recoveries. Impairment charges are related to terminated investment management relationships with assigned intangible values. Restructuring charges are related to severance and facility closures. Restructuring charges totaled $11.0 million, $5.5 million, $26.6 million and $11.9 million in 2006, 2005, 2004 and 2003, respectively. Mutual Fund Investigation charges represent legal fees and settlement costs, net of insurance recoveries for such expenses, directly related to the Mutual Fund Investigation. Mutual Fund Investigation charges, net of recoveries, totaled $(14.1) million, $(9.3) million, $65.0 million and $71.8 million in 2006, 2005, 2004 and 2003, respectively.

(3)

Through 2003, Janus utilized soft dollars to acquire access to third-party investment research databases and reports. Soft dollars are arrangements under which research products and services are obtained by an investment adviser from or through a broker-dealer in exchange for the direction by the adviser of client brokerage transactions to the broker-dealer. For 2004 through 2006, such products and services were paid for by Janus and reflected as operating expenses. In accordance with SEC guidance released in 2006 and based upon discussions with the independent fund trustees, Janus began utilizing soft dollars again in 2007. Soft dollars did not have a material impact on 2007 operating results.

(4)

Interest expense for 2004 declined from 2003 as a result of a debt restructuring and the repayment of debt. As part of the debt restructuring, Janus incurred a non-operating debt extinguishment charge of $55.5 million primarily related to the premium paid to exchange certain notes with high interest rates for new notes with lower interest rates. Interest expense for 2007 increased as a result of issuing additional debt.

(5)

During 2007, Janus classified certain investment securities as trading. Unrealized gains, net of losses, of $17.6 million associated with trading securities are recorded in earnings. In addition, Janus recognized an $18.2 million impairment charge associated with structured investment vehicle ("SIV") securities acquired from money market funds advised by Janus.

(6)

In December 2003, Janus exchanged 32.3 million common shares of DST Systems, Inc. ("DST") for 100% of the stock of Capital Group Partners, Inc., a corporation that included a printing and graphics design business with a value of $115.0 million and $999.3 million in cash, in a tax-free transaction that resulted in a $631.3 million gain and the reversal of $176.4 million of associated deferred tax expense. Prior to this transaction, DST was accounted for as an equity method investment. In 2004, Janus sold its remaining DST common shares for a gain of $228.0 million in a taxable transaction.

(7)

During the third quarter 2007, Janus initiated a plan to dispose of Rapid Solutions Group ("RSG"), previously reported as the Printing and Fulfillment segment. Prior periods have been reclassified to separately present the results of continuing and discontinued operations. The results of discontinued operations for 2007 include impairment charges totaling $67.1 million (net of a $6.2 million tax benefit) to write-down the carrying value of RSG to estimated fair market value less costs to sell. Discontinued operations for 2003 includes Nelson Managers Plc, which was sold on October 23, 2003.

(8)

Each component of earnings per share presented has been individually rounded.

(9)

Money market flows have been excluded due to the short-term nature of such investments.

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ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EXECUTIVE SUMMARY

Janus finished 2007 with assets under management of $206.7 billion, an increase of 23% from the end of 2006.

Long-term net flows for 2007 totaled $9.8 billion compared to $2.3 billion for 2006.

Janus ex-INTECH long-term net flows improved significantly to $7.5 billion of inflows compared with outflows of $9.7 billion in 2006, representing the first annual period of positive long-term net flows in six years.

Janus' investment product performance remained strong in 2007. As of December 31, 2007, 89%, 86% and 76% of the JIF funds were in the top half of their Lipper categories on a one-, three- and five-year total return basis, respectively.

Operating margins were 31.3% in 2007 compared with 25.5% in 2006 and diluted earnings per share from continuing operations increased 57%.

During 2007, Janus initiated a new advertising campaign that focuses on the promotion and awareness of the Janus brand.

In 2007, Janus bought 32.3 million shares of its common stock at an aggregate cost of $845.6 million, reducing outstanding common shares by 14.1%.

INVESTMENT MANAGEMENT OPERATIONS (CONTINUING OPERATIONS)

Assets Under Management and Flows

The following table presents the components of Janus' assets under management (in billions):

				Year Ended December 31,
				2007			2006			2005
Beginning of period assets				$	167.7		$	148.5		$	139.0
	Long-term sales
		Janus ex-INTECH			33.8			19.0			14.1
		INTECH			15.5			18.5			17.7
	Long-term redemptions
		Janus ex-INTECH			(26.3	)		(28.7	)		(28.2	)
		INTECH			(13.2	)		(6.5	)		(1.6	)
	Long-term net flows*
		Janus ex-INTECH			7.5			(9.7	)		(14.1	)
		INTECH			2.3			12.0			16.1
			Total long-term net flows		9.8			2.3			2.0
	Net money market flows				5.2			–			(3.2	)
	Dispositions				–			–			(0.2	)
	Market/fund performance				24.0			16.9			10.9
End of period assets				$	206.7		$	167.7		$	148.5
Average assets under management				$	190.4		$	156.7		$	135.2

*

Excludes money market flows. Sales and redemptions are presented net on a separate line due to the short-term nature of the investments.

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Janus' average assets under management totaled $190.4 billion during 2007, an increase of $33.7 billion from 2006 and $55.2 billion from 2005. The increases were driven by positive market/fund performance and positive long-term net flows.

Janus ex-INTECH's 2007 long-term net flows improved by $17.2 billion over 2006 and $21.6 billion over 2005 from significant increases in sales. Sales efforts have been facilitated by strong relative investment performance, increased penetration in the intermediary channel from expansion initiatives over the last three years, and a shift in investor preference from value to growth investing (as growth indices generally outperformed value indices in 2007).

Janus ex-INTECH's investment performance remained strong despite the loss of several portfolio managers during 2007. Janus manages change through the development of investment analysts and the cultivation of the next generation of portfolio managers. The recent departures have not resulted in significant client losses.

INTECH's net long-term inflows declined to $2.3 billion in 2007 compared to $12.0 billion in 2006 and $16.1 billion in 2005 primarily as a result of increased redemptions. Redemptions increased as a result of the relative underperformance of certain key investment strategies through most of 2007 and 2006 and several clients rebalancing their portfolios. Despite the recent relative underperformance, INTECH's long-term performance remains strong, with 89%, 100% and 100% of all product strategies with at least a 3-, 5- and 10-year performance track record, respectively, outperforming their respective benchmarks during each of those periods ended December 31, 2007.

Revenues

Revenues are generally based upon a percentage of the market value of assets under management and are calculated as a percentage of the daily average asset balance in accordance with contractual agreements with the Company's investment advisory clients. Certain INTECH private accounts (and beginning in 2007, certain mutual funds) are subject to performance fees which vary based on the amount of assets subject to such fees and the relative performance of each account. Assets under management primarily consist of domestic and international equity and debt securities. Accordingly, fluctuations in the financial markets, relative investment performance, sales and redemptions of investment products, and changes in the composition of assets under management are all factors that

16

have a direct effect on Janus' operating results. The following graph depicts the direct relationship between average assets under management and investment management revenues:

2007 Compared to 2006

Investment management fees increased $147.7 million, or 19.7%, from a similar increase in average assets under management driven primarily by market appreciation and investment performance combined with positive long-term net inflows.

Performance fees have historically been earned on certain INTECH private accounts. Beginning in the first quarter 2007, certain mutual funds also became subject to performance fees. The increase in performance fee revenue was primarily due to fees of $11.2 million earned on mutual funds, partially offset by a decrease of $6.5 million of fees on INTECH private accounts as a result of recent relative underperformance.

Shareowner servicing fees and other revenue improved $28.9 million, or 16.9%, over the comparable prior period primarily as a result of an increase in transfer agent fees which are based on average JIF assets under management, excluding money market assets. Average JIF assets, excluding money market assets, increased 15.6% over the prior year.

Employee compensation and benefits increased $45.5 million, or 14.4%, principally due to higher base salaries, investment team compensation and sales commissions. Base salaries increased $11.5 million from annual merit increases and an 8.3% growth in the average number of employees. The investment team compensation plan implemented in the first quarter 2007 is linked to individual performance, but also ties the aggregate level of compensation to investment management fee revenue. Investment team compensation increased $21.0 million due to higher management fee revenue and relative investment performance. Sales commissions increased $6.6 million due to improved sales, primarily in the intermediary channel.

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Long-term incentive compensation decreased $2.8 million due to the final vesting of a previous grant in the first quarter 2007, partially offset by an increase related to the 2007 annual grant awarded in February, a $17.0 million charge for the contractual acceleration of awards related to certain portfolio managers who resigned in 2007 and accelerated vesting of previous awards based on 2007 financial performance.

Future long-term incentive amortization will be impacted by the 2008 annual grant totaling $71.5 million, which will be recognized ratably over a three-year period and is not subject to performance-based acceleration. In addition, retention grants were awarded to certain Janus investment team members and certain INTECH employees in order to facilitate succession planning and incent key personnel to remain with the Company. The Janus investment team retention grant totaled $21.0 million and will be recognized ratably over a four-year period. The INTECH retention grant totaled $25.0 million and will be recognized ratably over a ten-year period. The retention grants are not subject to performance-based acceleration.

Distribution expenses increased $31.5 million, or 28.6%, from a similar increase in assets under management subject to third-party concessions. Distribution fees are calculated based on a contractual percentage of the market value of assets under management distributed through third-party intermediaries.

Interest expense increased $26.5 million as a result of the issuance of additional debt during 2007. Annual interest expense is expected to increase approximately $36.6 million from the issuance of debt on June 14, 2007, and the debt repayment on June 26, 2007.

Investment gains decreased $7.0 million primarily from the recognition of an $18.2 million impairment charge on SIV securities acquired from money market funds advised by Janus (see discussion in Cash Flows section) and a decrease in realized gains related to the sale of seed capital investments. The impairment charge and decrease in realized gains were partially offset by $17.6 million of income previously recorded as unrealized gains in the equity statement. In the fourth quarter 2007, Janus evaluated its seed capital investments and determined that mutual funds and separate accounts in which it owns a majority interest should be consolidated, with changes in market value reported in current period earnings. As a result, Janus expects that future earnings will be impacted by fluctuations in the market value and amount of consolidated investments.

2006 Compared to 2005

Investment management fees increased $77.1 million, or 11.5%, from a 15.9% increase in average assets under management, partially offset by the impact of the continuing product mix shift toward lower yielding INTECH risk-managed products.

Performance fee revenue decreased $11.9 million, or 44.4%, primarily as a result of INTECH underperformance in 2006 combined with fewer assets subject to a performance-based fee structure.

Shareowner servicing fees and other revenue remained consistent year-over-year as an increase in transfer agent servicing fees was partially offset by a decline in distribution revenue. Transfer agent servicing fees increased 4.9% over the prior year. Distribution revenue is primarily based on average assets in certain share classes of Janus' offshore fund series, which declined 26.9% over the prior year.

Employee compensation and benefits increased $15.7 million as a result of increases in base and incentive compensation for investment and non-investment personnel, partially offset by $10.6 million of lower executive severance charges. Base compensation increased $4.5 million from annual merit increases combined with a 7% increase in the number of employees. Incentive compensation for investment personnel increased $5.4 million primarily from strong investment performance. Incentive compensation for non-investment personnel (sales commissions and firmwide bonuses) increased

18

$12.5 million from higher long-term product sales, more distribution personnel and stronger corporate results.

Long-term incentive compensation increased $7.6 million as a result of the annual grant made in February 2006 combined with the accelerated vesting of the 2005 and 2006 awards based on 2006 financial performance, partially offset by the impact of revising the forfeiture estimate. During 2006, Janus revised its estimate for forfeitures as a result of higher than expected employee departures, which resulted in a $5.0 million decrease to long-term incentive compensation in 2006.

Marketing and advertising expenses declined slightly in 2006 as a result of a decrease in advertising expenditures partially offset by mutual fund proxy costs of $4.8 million from proposed fund changes.

Depreciation and amortization decreased primarily as a result an $8.4 million decline in amortization of deferred commissions from lower sales of B shares of the Janus Capital Funds Plc in Europe and Asia, partially offset by an increase in amortization of intangibles related to the February 2006 acquisition of an additional 5% interest in INTECH. The acquisition resulted in the recognition of $32.5 million of intangible assets related to customer contracts and will be amortized over a period of 12 years.

Impairment charges incurred in 2006 represent the loss of certain Janus subadvised relationships. Janus recognizes an impairment charge equal to the unamortized value of the associated intangible asset when formal notification of termination is received.

General, administrative and occupancy expense includes Mutual Fund Investigation recoveries of $14.1 million in 2006, representing insurance recoveries for legal fees incurred as a result of the Mutual Fund Investigation.

DISCONTINUED OPERATIONS

During the third quarter 2007, Janus initiated a plan to dispose of the Printing and Fulfillment operations, represented by RSG, as a result of difficulty in growing the business and Janus' desire to focus on its core investment management business.

RSG provides clients with digital and offset printing and fulfillment services. The digital operation focuses on providing clients with communication solutions using leading-edge print-on-demand technology and software applications that support the process of improving the effectiveness of customer communication through personalization and customization. The offset printing operations provide customers with full-service graphics and design solutions through prepress services and high-speed, high-quality offset printing, including direct marketing packages, brochures, preprinted base stock and collateral pieces.

Results of Discontinued Operations

Production volume and revenue from fulfillment, digital printing and offset printing declined from the prior year as a result of lower nonrecurring or one-time production work in 2007. Operating results for 2007 include impairment charges totaling $67.1 million (net of a $6.2 million tax benefit) to write-down RSG's carrying value to management's estimate of fair value less costs to sell the business. The fair value of RSG at December 31, 2007, was estimated using preliminary bids received from potential buyers.

Although Janus is pursuing the disposal of RSG, a final sale price has not yet been negotiated. A gain or additional loss may be recognized to the extent that the actual sale price varies from management's estimate of fair value less costs to sell. Janus expects to dispose of RSG within the next six months.

19

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

A summary of cash flow data from continuing operations for the years ended December 31 is as follows (in millions):

		2007			2006			2005
Cash flows provided by (used for):
	Operating activities	$	290.8		$	298.6		$	267.5
	Investing activities		(103.3	)		48.0			70.1
	Financing activities		(213.9	)		(340.5	)		(312.5	)
Net increase (decrease) in cash and cash equivalents			(26.4	)		6.1			25.1
Balance at beginning of year			507.1			501.0			475.9
Balance at end of year		$	480.7		$	507.1		$	501.0

2007 Cash Flows

Janus' cash flow from operations historically has been positive and sufficient to fund ordinary operations and capital requirements. Fluctuations in operating cash flows are attributable to changes in net income and working capital items, which can vary from period to period based on the timing of cash receipts and payments.

Net cash used for investing activities in 2007 includes $81.0 million for the purchase of an additional 4% interest in INTECH and $108.5 million (including $3.5 million of purchased accrued interest) for the purchase of SIV securities from the Funds, partially offset by $55.2 million of proceeds from the net sale of investments in advised funds.

Cash used for financing activities in 2007 includes $748.4 million of proceeds from the issuance of long-term debt, offset by the repayment of $158.1 million of long-term debt and common stock buybacks of $845.6 million.

2006 Cash Flows

Operating cash flows in 2006 increased $31.1 million to $298.6 million due to changes in net income and working capital items.

Net cash generated from investing activities in 2006 includes proceeds from the maturity and sale of marketable securities, partially offset by a $90.0 million acquisition of an additional 5% interest in INTECH and capital expenditures.

Cash used for financing activities in 2006 consists primarily of common stock repurchases of $516.4 million and the repayment of $113.1 million of long-term debt, partially offset by the issuance of $275.0 million of debt.

2005 Cash Flows

Operating cash flows in 2005 increased from cash used for operations in 2004, which included payments related to the regulatory settlement associated with the Mutual Fund Investigation and income taxes for the sale of DST shares.

Net cash generated from investing activities in 2005 represents proceeds from the maturity and sale of marketable securities, partially offset by capital expenditures.

20

Cash used for financing activities in 2005 consists primarily of common stock repurchases of $310.4 million and distributions to the minority owners of INTECH.

Structured Investment Vehicle Securities Acquired by Janus

A SIV is a fund that seeks to generate investment returns through yield curve arbitrage by purchasing high grade medium- and long-term fixed income instruments and funding those purchases by issuing low cost, short-term senior debt instruments such as asset-backed commercial paper and asset-backed medium term notes. In late 2007, widespread illiquidity in the commercial paper and capital markets prevented SIVs from accessing necessary funding for ongoing operations. The securities issued by those SIVs that were unable to access necessary liquidity through banks or other large financial institutions were generally downgraded by rating agencies as a result of expected defaults on maturing securities.

While Janus does not sponsor or serve as asset manager to any SIVs, it does serve as investment adviser to certain money market funds (the "Funds") that have invested in securities issued by SIVs from time to time, including securities issued by Stanfield Victoria Funding LLC ("Stanfield securities"). On December 21, 2007, Moody's Investors Service, Inc. ("Moody's") downgraded the Stanfield securities to a rating below what is generally permitted to be held by a security in the Funds. In connection with this downgrade, Janus purchased all of the Stanfield securities held by the Funds, totaling $108.5 million, to protect investors in the Funds from possible losses associated with such downgrade.

Subsequent to the purchase, Janus undertook a detailed analysis of the assets underlying the Stanfield securities, many of which do not have readily determinable fair values, and estimated a range of fair value by benchmarking those assets against instruments of a similar type with comparable yields, maturities and credit ratings for which fair market values were readily available. As a result of this analysis, Janus recognized an $18.2 million impairment charge (including $3.5 million of purchased accrued interest), reflecting the difference between the estimated fair value and the purchase price of the Stanfield securities.

In January 2008, the Stanfield securities were placed with an enforcement manager to be restructured or sold at the election of each senior note holder. Janus elected to participate in the restructuring of the Stanfield securities. In addition, the collateral agent, Deutsche Bank, filed an interpleader complaint due to conflicting positions of note holders that has effectively prevented the enforcement manager from making any cash payments and other distributions, or from restructuring the Stanfield securities, until the matter is resolved by the New York courts or is settled among the parties. Janus management believes that the anticipated restructuring will likely result in extended maturities and/or a pro-rata distribution of proceeds from the income and principal payments on the assets underlying the Stanfield securities. Given the uncertainty of the restructuring at this time, Janus can not determine the potential impact that a restructuring will have on the value of the Stanfield securities.

Janus may recognize additional impairment charges on the Stanfield securities if the restructuring is unsuccessful or there is an other-than-temporary deterioration in the value of the underlying assets. Janus' total additional risk of loss with respect to the Stanfield securities is limited to the $90.3 million carrying value of its investment.

Structured Investment Vehicle Securities Held by the Funds

In addition to the Stanfield securities purchased by Janus, the Funds held $470 million of securities issued by bank-sponsored SIVs, representing approximately 3.3% of total money market assets under management at the end of February 2008. These SIV securities are scheduled to mature between March and August of 2008. Bank-sponsored SIVs have access to various forms of necessary liquidity through their sponsors or other large financial institutions, and are considered to pose less risk to holders as a result of such liquidity access. However, if the markets relating to investments in SIVs and

21

related underlying assets remain illiquid, securities issued by bank-sponsored SIVs could experience declines in market value. Additionally, sponsors could be unable or unwilling to continue their sponsorship of these SIVs, which may cause a decline in the credit quality of the bank-sponsored SIVs. In such circumstances, Janus will analyze the appropriate action on behalf of the Funds, including a potential election by Janus to provide further support to the Funds, which could result in additional impairments and financial losses.

Short-Term Liquidity and Capital Requirements

Janus believes cash from operations should be sufficient to satisfy its short-term capital requirements. Expected short-term uses of cash include ordinary operations, ongoing common stock repurchases, capital expenditures, income tax payments, and interest and principal payments on outstanding debt.

Common Stock Repurchase Program

Janus' Board of Directors has authorized four separate $500 million share repurchase programs beginning in July 2004 with the most recent authorization in July 2007. During 2007 and 2006, the Company repurchased 31.5 million shares for $828.6 million and 24.8 million shares for $492.9 million, respectively, under these authorizations. As of December 31, 2007, $302.2 million is available under the current authorization.

Long-Term Liquidity and Capital Requirements

Expected long-term commitments at December 31, 2007, include the following (in millions):

	Current		2 to 3 Years		4 to 5 Years		After 5 Years
Debt	$	–	$	22.0	$	575.0	$	532.4
Interest payments		75.5		148.2		113.9		143.8
Operating leases		16.7		32.9		30.9		77.1
Total	$	92.2	$	203.1	$	719.8	$	753.3

The information presented above does not include operating related liabilities or capital expenditures that will be committed to in the normal course of business. Janus expects to fund these obligations from cash generated from normal operations.

Interest payments are determined assuming that all debt is held to maturity.

Operating lease obligations are presented net of estimated sublease income of $7.4 million.

Janus has the right to purchase an additional 14% ownership in Perkins, Wolf, McDonnell and Company, LLC ("PWM") each year at a price equal to the fair market value on each respective call date. Janus also may negotiate with the majority owners of PWM to acquire additional interests with terms other than those associated with the annual call rights. The above schedule does not include any estimated payments for the acquisition of additional interests in PWM as Janus is not obligated to acquire any interests and the price is unknown at this time.

Each fiscal year beginning in 2008 and terminating in 2012, each of the two INTECH founding members has the option to require Janus to purchase up to approximately 25% of their current holdings of INTECH shares ("Annual Option Shares") at the fair market value on the date of exercise based on a valuation by an independent investment bank. As of December 31, 2007, each of the two founders owns approximately 6% of INTECH. In the event that either INTECH founder does not fully exercise his annual voluntary sale option in a given year, Janus has the option to require the INTECH founder to sell the remaining balance of the Annual Option Shares at fair market value on the date of exercise.

22

In addition, each of the founders can require Janus to purchase their INTECH interests if the founder's employment is terminated. The purchase price of the departing founder's INTECH interests will be based on the fair market value on the date of exercise based on a valuation by an independent investment bank. Each founder is entitled to retain approximately one percent of INTECH's shares currently outstanding after employment until his death unless he is terminated for cause or leaves voluntarily while not in good standing. An INTECH founder will be deemed to be in good standing if he voluntarily leaves on or after January 1, 2009, after providing 12 months' prior notice and provided he cooperates with the transition.

The long-term commitments schedule above does not include any estimate for the purchase of the outstanding INTECH interests due to the uncertainty of this obligation and the price at which it may occur. INTECH interests in the aggregate would currently be valued at approximately $223.0 million, based on the most recent fair market value determined by an independent investment bank and agreed upon by INTECH and Janus.

Other Sources of Liquidity

Credit Facility

On June 1, 2007, the Company and the syndicate of banks amended the then existing $200 million Three-Year Competitive Advance and Revolving Credit Facility Agreement (the "Credit Facility"). Under the amended Credit Facility, the bank syndicate's commitment was increased to $350 million, and the maturity date was extended from October 19, 2008, to June 1, 2012. The Credit Facility contains a number of financial covenants including a specified financing leverage ratio and interest coverage ratio. At December 31, 2007, Janus was in compliance with all covenants and there were no borrowings under the Credit Facility.

Shelf Registration

In June 2007, the Company filed a new Shelf Registration Statement ("Shelf Registration") on Form S-3 that registered an indeterminate amount of Janus' common stock, preferred stock and debt securities. This Shelf Registration was effective immediately upon filing under new SEC regulations permitting "well-known seasoned issuers" to register an unlimited amount of securities to be issued. The Shelf Registration replaces the $325.0 million remaining under Janus' previous shelf registration. The issuances of debt in 2007 described below were issued under the Shelf Registration.

Debt

On June 14, 2007, Janus issued $300.0 million of 6.250% Senior Notes due June 15, 2012, and $450.0 million of 6.700% Senior Notes due June 15, 2017 (collectively, the "2007 senior notes"). Interest is paid semiannually on June 15 and December 15 of each year. The proceeds from the 2007 senior note issuances were $748.4 million. On June 26, 2007, approximately $160.0 million of the total proceeds were used to repay the 7.875% Senior Notes due 2032 plus accrued and unpaid interest as of the redemption date. The remaining proceeds may be used for possible future acquisitions, the repurchase of Janus' common stock; and/or general corporate purposes.

If the Company experiences a change of control and the 2007 senior notes are rated below investment grade by Standard & Poor's Rating Service ("S&P") and Moody's, the Company must offer to repurchase all of the 2007 senior notes at a price equal to 101% of the principal amount plus accrued and unpaid interest to the repurchase date.

23

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Janus' consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods.

Janus continually evaluates the accounting policies and estimates used to prepare the consolidated financial statements. In general, management's estimates are based on historical experience, information from third-party professionals and various other assumptions that are believed to be reasonable under current facts and circumstances. Actual results could differ from those estimates made by management. Janus' critical accounting policies and estimates include income taxes, intangible assets and goodwill, marketable securities and equity compensation.

Accounting for Income Taxes

Significant management judgment is required in developing Janus' provision for income taxes, including the valuation allowances that might be required against deferred tax assets and the evaluation of various income tax contingencies.

Valuation Allowance

Janus has not recorded a valuation allowance on its deferred tax assets as of December 31, 2007, based on management's belief that operating income will more likely than not be sufficient to realize the benefit of the Company's deferred tax assets over time. In the event that actual results differ from these estimates, or if Janus' historical trend of positive operating income changes, Janus may be required to record a valuation allowance on deferred tax assets, which could have a material adverse effect on Janus' consolidated financial condition and results of operations.

Income Tax Contingencies

At December 31, 2007, Janus has an accrued liability of $34.7 million related to tax contingencies for issues raised by various taxing authorities. At any one time, tax returns filed in previous years are subject to audit by various taxing authorities. As a result of these audits and negotiations, additional tax assessments may be proposed or tax contingencies recorded in prior years may be reversed. On January 1, 2007, Janus adopted the provisions of Financial Accounting Standards Board ("FASB") issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"), which sets forth a specific recognition threshold and measurement method for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. As a result of the implementation of FIN 48, Janus reduced its tax contingencies liability by $29.3 million. The reduction in the liability and the related change in deferred taxes were accounted for as an increase to retained earnings on January 1, 2007.

Accounting for Intangible Assets and Goodwill

Intangible assets and goodwill comprise $2.5 billion, or 69%, of total assets at December 31, 2007. Goodwill and intangible assets require significant management estimates and judgment, including the valuation and expected life determination in connection with the initial purchase price allocation and the ongoing evaluation for impairment. Janus separately tests goodwill and indefinite-lived intangible assets for impairment annually or more frequently if events or changes in circumstances indicate that the asset may be impaired.

24

In connection with the purchase price allocation of acquisitions, Janus will rely on in-house financial expertise or utilize a third-party expert, if considered necessary. Valuations generally rely on management's estimates and judgments as to growth rates and operating margins over a range of possible assumptions for various products, distribution channels and business strategies.

Goodwill represents the excess of cost over the fair value of the identifiable net assets of acquired companies and is not amortized. Goodwill is tested annually for impairment by comparing the fair value of the "reporting unit" associated with the goodwill to the reporting unit's recorded value. If the fair value of the reporting unit is less than its recorded value, it would generally indicate an impairment of goodwill. For purposes of testing goodwill for impairment, Janus has identified one reporting unit.

Indefinite-lived intangible assets primarily represent mutual fund advisory contracts, brand name and trademark. The assignment of indefinite lives to mutual fund advisory contracts, brand name and trademark is based on the assumption that they are expected to generate cash flows indefinitely. This assumption, with respect to mutual fund advisory contracts, is supported by the fact that historically there have not been significant switches between fund managers in the mutual fund industry. Indefinite-lived intangible assets are tested annually for impairment by comparing the fair value of the asset to its carrying value.

Definite-lived intangible assets represent client relationships, which are amortized over their estimated lives of seven to 25 years using the straight-line method. Definite-lived intangible assets are tested only when there are indications of impairment. One component of Janus' definite-lived intangible assets is subadvised contracts. Each subadvised contract has a specific allocation of value and therefore, the loss of an individual contract will cause an impairment charge. Janus recorded impairments of $0.4 million and $11.0 million in 2007 and 2006, respectively, associated with the termination of subadvised contracts. There were no impairments of subadvised contracts in 2005. At December 31, 2007, the net book value of intangible assets related to subadvised contracts was $13.4 million.

To complete the annual tests for potential impairment of intangible assets and goodwill, Janus utilizes a discounted cash flow analysis that requires assumptions regarding projected future earnings and discount rates. In projecting future earnings, Janus considers the following: performance compared to peers; significant changes in the underlying business and products; material and ongoing negative industry or economic trends; and/or other factors that may influence future earnings. Changes in the assumptions underlying the discounted cash flow analysis could materially affect Janus' impairment conclusion. Due to the significance of the identified intangible assets and goodwill to Janus' consolidated balance sheet, any impairment charge could have a material adverse effect on the Company's financial condition and results of operations.

Valuation of Investment Securities

Janus records all investment securities classified as trading or available-for-sale at fair value. Fair value is generally determined using observable market data based on recent trading activity. Where observable market data is unavailable due to a lack of trading activity, Janus utilizes independent third parties or internally developed models to estimate fair value. Estimating fair value requires significant management judgment, including benchmarking to similar instruments with observable market data and applying appropriate discounts that reflect differences between the securities that Janus is valuing and the selected benchmark. Depending on the type of securities owned by Janus, other valuation methodologies may be required. Any variation in the assumptions used to approximate fair value could have a material adverse effect on the Company's financial condition and results of operations.

Janus periodically evaluates the carrying value of investment securities classified as available-for-sale or held-to-maturity for potential impairment. In determining if an impairment exists, Janus considers the duration, extent and circumstances of any decline in fair value. If the decline in value is determined to

25

be other than temporary, the carrying value of the security is written down to fair value with the loss recognized currently in earnings.

Equity Compensation

Janus uses the Black-Scholes option pricing model to estimate the fair value of stock options for recording compensation expense. The Black-Scholes model requires management to estimate certain variables, some of which may not be supported by historical activity because of Janus' short history as a publicly traded company. Such estimates include the lives of options from grant date to exercise date, the volatility of the underlying shares and future dividend rates. The two most significant estimates in the Black-Scholes model are volatility and expected life. An increase in the volatility rate increases the value of stock options and a decrease causes a decline in value. Janus estimated expected volatility using an average of Janus' historical volatility and industry and market averages, as appropriate. For expected lives, an increase in the expected life of an option increases its value. Janus factored in employee termination rates combined with vesting periods to determine the average expected life used in the model.

Janus records equity compensation net of estimated forfeitures over the vesting term. Determining the forfeiture estimate requires significant judgment as to the number of actual awards that will ultimately vest over the term of the award. The estimate is reviewed quarterly and any change in actual forfeitures in comparison to estimates may cause an increase or decrease in the ultimate expense recognized in that period and future periods. During the third quarter 2006, the forfeiture estimate was adjusted to reflect higher than expected employee departures resulting in a $5.0 million decrease to long-term incentive compensation expense.

Recent Accounting Pronouncements

Information regarding accounting pronouncements that have been issued but not yet adopted by the Company is incorporated by reference from Part II, Item 8, Financial Statements and Supplemental Data, Note 3 — Recent Accounting Pronouncements, of this Annual Report on Form 10-K.

ITEM 7(A).    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following information, together with information included in other parts of this Management's Discussion and Analysis of Financial Condition and Results of Operations, describes the key aspects of certain financial instruments that have market risk to Janus.

Investment Management Fees

Revenues are generally based upon a percentage of the market value of assets under management and are calculated as a percentage of the daily average asset balance in accordance with contractual agreements with the Company's investment advisory clients. Assets under management primarily include domestic and international equity and debt securities. Accordingly, fluctuations in the financial markets have a direct effect on Janus' operating results. In addition, fluctuations in interest rates may affect the value of assets under management in the money market and other fixed income investment products. The graph in Item 7, Management Discussion and Analysis of Financial Condition and Results of Operations — Investment Management Operations presents the direct historical relationship between revenue and average assets under management.

Performance Fees

Performance fee revenue is derived from certain private accounts primarily within the risk-managed discipline and from certain mutual funds. Janus recognized performance fees of $19.5 million, $14.9 million and $26.8 million in 2007, 2006 and 2005, respectively.

26

Private account performance fees are specified in client contracts and are based on investment performance as compared to an established benchmark index over a specified period of time. Performance fees are recognized at the end of the contractual period if the stated performance criteria are achieved. At December 31, 2007, $10.4 billion of assets under management were subject to private account performance fees.

Mutual fund performance fees were recorded beginning in the first quarter 2007. The investment management fee paid by each fund is the base management fee plus or minus a performance fee adjustment as determined by the relative investment performance of each fund compared to a specified benchmark index. The performance fee adjustment is up to 15 basis points, calculated using each fund's daily net average assets over the performance period. The measurement period began as a trailing 12-month period and each subsequent month will be added to each successive measurement period until a 36-month period is achieved in the first quarter 2009. At that point, the measurement period will become a rolling 36-month period. At December 31, 2007, $21.9 billion of assets under management were subject to mutual fund performance fees.

Trading Securities

At December 31, 2007, investments classified as trading totaled $104.3 million, representing $38.9 million of securities held in separately managed accounts and $65.4 million of securities held in the portfolios of advised funds consolidated by the Company. Trading securities are carried in Janus' consolidated financial statements at fair market value, with changes in value recognized as gains and losses currently in earnings.

Available-for-Sale Securities

At December 31, 2007, investments classified as available-for-sale totaled $106.4 million, representing $16.1 million of investments in advised funds and $90.3 million of SIV securities issued by Stanfield. Investments in advised funds are carried in Janus' consolidated financial statements at fair market value and are subject to market fluctuations and the performance of the underlying investment securities. SIV securities are carried in Janus' consolidated financial statements based on Janus' estimate of fair market value. (See Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations).

Held-to-Maturity Securities

There were no securities classified as held-to-maturity at December 31, 2007. At December 31, 2006, Janus' held-to-maturity investments totaled $69.8 million in U.S. government and agency debt and $11.4 million in highly rated corporate debt. Held-to-maturity securities are stated at cost with corresponding premiums or discounts amortized over the life of the investment to other income.

Foreign Currency Exchange Sensitivity

Janus has international subsidiaries that conduct business within other foreign countries. With respect to these operations, matters arise as to financial accounting and reporting for foreign currency transactions and for translating foreign currency financial statements into U.S. dollars. The exposure to foreign currency fluctuations is not material as the majority of the revenue earned by international subsidiaries is denominated in U.S. dollars.

Interest Rate Risk on Long-Term Debt

Janus is not exposed to interest rate risk other than from the potential change in interest rates on the Company's debt in the event of a change in credit ratings by Moody's or S&P. All of Janus outstanding debt includes an interest rate adjustment covenant that provides that the interest rate payable will

27

increase by 25 basis points for each level that the Company's debt rating is decreased by Moody's from its existing rating of Baa3 or by S&P from its existing rating of BBB-, up to a maximum increase of 200 basis points. If at any time after the interest has been adjusted upward; either Moody's or S&P increases its rating, then for each level of such increase in the rating, the interest payable will be decreased by 25 basis points, but in no event to a rate less than the interest rate payable on the date of their issuance. The interest rate adjustment covenant will permanently terminate if the Company's debt ratings increase to Baa2 by Moody's and BBB by S&P (or higher), with a stable or positive outlook regardless of any subsequent decrease in the ratings by either or both rating agencies.

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ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements

		Page
Financial Statements:
	Reports of Independent Registered Public Accounting Firm — Deloitte & Touche LLP	30
	Management Report on Internal Control over Financial Reporting	32
	Consolidated Balance Sheets as of December 31, 2007 and 2006	33
	Consolidated Statements of Income for the Three Years Ended December 31, 2007	34
	Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2007	35
	Consolidated Statements of Changes in Stockholders' Equity for the Three Years Ended December 31, 2007	36
	Notes to Consolidated Financial Statements	37
Financial Statement Schedules:
	All schedules are omitted because they are not applicable or are insignificant, or the required information is shown in the consolidated financial statements or notes thereto.

29

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Janus Capital Group Inc.

We have audited the accompanying consolidated balance sheets of Janus Capital Group Inc. and subsidiaries (the "Company") as of December 31, 2007 and 2006, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 12 to the consolidated financial statements, the Company changed its method of accounting for uncertain tax positions on January 1, 2007 in accordance with the Financial Accounting Standard Board's Interpretation No. 48, Accounting for Uncertainty in Income Taxes.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2007, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2008 expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ Deloitte & Touche LLP

Denver, CO
February 28, 2008

30

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Janus Capital Group Inc.

We have audited the internal control over financial reporting of Janus Capital Group Inc. and subsidiaries (the "Company") as of December 31, 2007, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the accompanying consolidated financial statements as of and for the year ended December 31, 2007 of the Company and our report dated February 28, 2008 expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company's adoption on January 1, 2007 of the Financial Accounting Standard Board's Interpretation No. 48, Accounting for Uncertainty in Income Taxes.

/s/ Deloitte & Touche LLP

Denver, CO
February 28, 2008

31

MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Janus Capital Group Inc. ("Janus") management is responsible for establishing and maintaining adequate internal control over Janus' financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Janus' internal control system was designed to provide reasonable assurance to Janus' management and board of directors regarding the preparation and fair presentation of published financial statements. There are inherent limitations in the effectiveness of any internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal controls can provide only reasonable assurances with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal controls may vary over time.

Janus has assessed the effectiveness of Janus' internal controls over financial reporting as of December 31, 2007. In making this assessment, Janus used the criteria set forth in the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework.

Based on the assessment using those criteria, Janus believes that, as of December 31, 2007, internal control over financial reporting is effective.

Janus' independent registered public accounting firm audited the financial statements included in the Annual Report on Form 10-K and have issued an audit report on management's assessment of Janus' internal control over financial reporting. This report appears on page 31 of this Annual Report on Form 10-K.

February 28, 2008

32

JANUS CAPITAL GROUP INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in Millions, Except Share Data)

			December 31,
			2007		2006*
ASSETS
Current assets:
	Cash and cash equivalents		$	480.7	$	507.1
	Marketable securities			210.7		173.1
	Accounts receivable			164.5		126.4
	Income taxes receivable			5.9		5.4
	Other current assets			62.3		41.6
	Assets related to discontinued operations			29.8		157.6
		Total current assets		953.9		1,011.2
Other assets				112.2		99.0
Property and equipment, net				46.5		47.2
Intangibles, net				1,310.4		1,290.0
Goodwill				1,141.1		1,090.5
Total assets			$	3,564.1	$	3,537.9
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable		$	2.2	$	1.8
	Accrued compensation and benefits			134.5		102.7
	Other accrued liabilities			79.2		69.9
	Liabilities related to discontinued operations			10.8		17.7
		Total current liabilities		226.7		192.1
Other liabilities:
	Long-term debt			1,127.7		537.2
	Deferred income taxes			404.3		394.4
	Other liabilities			65.7		90.0
		Total liabilities		1,824.4		1,213.7
Commitments and contingencies
Minority interest in funds				16.2		17.8
STOCKHOLDERS' EQUITY
Preferred stock ($1.00 par, 10,000,000 shares authorized, none issued)				–		–
Common stock ($.01 par, 1,000,000,000 shares authorized; 244,591,618 and 244,593,306 shares issued, respectively; 166,287,937 and 193,479,528 shares outstanding, respectively)				1.7		1.9
Retained earnings**				1,717.0		2,293.4
Accumulated other comprehensive income				4.8		11.1
		Total stockholders' equity		1,723.5		2,306.4
Total liabilities and stockholders' equity			$	3,564.1	$	3,537.9

*

2006 has been reclassified to separately present the assets and liabilities of continuing and discontinued operations. See Note 7.

**

Retained earnings includes a cumulative-effect adjustment as of January 1, 2007, of $29.9 million for the adoption of FIN 48. See Note 12.

The accompanying notes are an integral part of these consolidated financial statements.

33

JANUS CAPITAL GROUP INC.

CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Millions, Except Per Share Data)

			For the year ended December 31,
			2007			2006*			2005*
Revenues:
	Investment management fees		$	897.9		$	750.2		$	673.1
	Performance fees			19.5			14.9			26.8
	Shareowner servicing fees and other			199.6			170.7			168.4
		Total		1,117.0			935.8			868.3
Operating Expenses:
	Employee compensation and benefits			360.7			315.2			299.5
	Long-term incentive compensation			79.9			82.7			75.1
	Marketing and advertising			25.9			28.3			30.4
	Distribution			141.7			110.2			102.9
	Depreciation and amortization			33.8			32.0			35.9
	General, administrative and occupancy			125.3			117.5			125.8
	Restructuring and impairments			0.4			11.0			5.5
		Total		767.7			696.9			675.1
Operating Income				349.3			238.9			193.2
Interest expense				(58.8	)		(32.3	)		(28.6	)
Investment gains, net				4.7			11.7			13.2
Other income, net				27.7			25.3			24.7
Income before taxes, equity earnings and minority interest				322.9			243.6			202.5
Income tax provision				(116.4	)		(90.1	)		(72.8	)
Equity in earnings of unconsolidated affiliate				7.2			7.1			7.1
Minority interest in consolidated earnings				(21.7	)		(21.7	)		(20.0	)
Income from continuing operations				192.0			138.9			116.8
Loss from discontinued operations				(75.7	)		(5.3	)		(29.0	)
Net Income			$	116.3		$	133.6		$	87.8
Earnings per Share-Basic:
	Income from continuing operations		$	1.09		$	0.69		$	0.53
	Loss from discontinued operations			(0.43	)		(0.03	)		(0.13	)
		Net income	$	0.66		$	0.66		$	0.40
Earnings per Share-Diluted:
	Income from continuing operations		$	1.07		$	0.68		$	0.53
	Loss from discontinued operations			(0.42	)		(0.03	)		(0.13	)
		Net income	$	0.65		$	0.66		$	0.40

*

Prior periods have been reclassified to separately present the results of continuing and discontinued operations. See Note 7.

The accompanying notes are an integral part of these consolidated financial statements.

34

JANUS CAPITAL GROUP INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Millions)

				For the year ended December 31,
				2007			2006*			2005*
CASH FLOWS PROVIDED BY (USED FOR):
Continuing Operations
Operating Activities:
	Net income			$	192.0		$	138.9		$	116.8
	Adjustments to net income:
		Depreciation and amortization			33.8			32.2			36.0
		Deferred income taxes			16.2			(20.5	)		17.1
		Minority interest in consolidated earnings			21.7			21.7			20.0
		Amortization of stock-based compensation			49.6			71.9			74.1
		Investment gains, net			(6.1	)		(10.4	)		(12.4	)
	Payment of deferred commissions, net				(27.7	)		2.1			(1.6	)
	Other, net				(4.8	)		6.5			11.7
	Changes in working capital items:
		Accounts receivable			(30.1	)		3.7			(21.7	)
		Other current assets			12.6			0.2			(0.2	)
		Accounts payable and accrued compensation payable			31.0			14.4			16.7
		Other accrued liabilities			2.6			37.9			11.0
			Net operating		290.8			298.6			267.5
Investing Activities:
	Purchase of property and equipment				(16.7	)		(14.8	)		(18.3	)
	Acquisitions of INTECH				(81.0	)		(90.0	)		(5.8	)
	Distribution of cash from discontinued operations				44.2			–			–
	Purchase of marketable securities				(177.5	)		(65.3	)		(163.0	)
	Proceeds from sales and maturities of marketable securities				127.7			218.1			253.6
	Other, net				–			–			3.6
			Net investing		(103.3	)		48.0			70.1
Financing Activities:
	Proceeds from issuance of long-term debt				748.4			275.0			–
	Debt issuance costs				(6.9	)		(2.2	)		(0.5	)
	Repayment of long-term debt				(158.1	)		(113.1	)		–
	Proceeds from stock plans				73.2			41.9			20.9
	Excess tax benefit from equity-based compensation				10.6			4.4			2.0
	Repurchase of common stock				(845.6	)		(516.4	)		(310.4	)
	Distributions to minority interest				(28.2	)		(21.8	)		(12.8	)
	Dividends paid to shareholders				(7.2	)		(8.3	)		(9.1	)
	Other, net				(0.1	)		–			(2.6	)
			Net financing		(213.9	)		(340.5	)		(312.5	)
Cash and Cash Equivalents:
	Net increase (decrease)				(26.4	)		6.1			25.1
	At beginning of period				507.1			501.0			475.9
	At end of period			$	480.7		$	507.1		$	501.0
Discontinued Operations
	Operating activities			$	(2.1	)	$	3.3		$	5.7
	Investing activities				(46.2	)		(2.2	)		(5.3	)
Cash and Cash Equivalents:
	Net increase (decrease)				(48.3	)		1.1			0.4
	At beginning of period				52.6			51.5			51.1
	At end of period			$	4.3		$	52.6		$	51.5
Supplemental Cash Flow Information:
	Cash paid for interest			$	55.5		$	32.5		$	27.1
	Cash paid for income taxes			$	85.7		$	81.7		$	77.7

*

Prior periods have been reclassified to separately present the results of continuing and discontinued operations. See Note 7.

The accompanying notes are an integral part of these consolidated financial statements.

35

JANUS CAPITAL GROUP INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Amounts in Millions, except per share)

			Shares		Common Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income			Total Stockholders' Equity
Balance at December 31, 2004			234.4		$	2.3		$	152.8		$	2,563.7		$	15.7		$	2,734.5
	Net income											87.8						87.8
	Net unrealized gains on marketable securities														3.6			3.6
	Reclassification for gains included in net income														(7.7	)		(7.7	)
	Foreign currency translation adjustment														(1.9	)		(1.9	)
		Comprehensive income																81.8
Amortization of stock-based compensation									54.9			18.7						73.6
Issuance and forfeitures of restricted stock awards			0.9						2.3									2.3
Tax impact of stock-based compensation									(12.7	)		(0.2	)					(12.9	)
Stock option exercises			2.2						7.4			13.8						21.2
Common stock repurchased			(21.5	)		(0.1	)		(205.0	)		(105.3	)					(310.4	)
Change of interest in subsidiary									0.3			(0.1	)					0.2
Common stock dividends ($0.04 per share)												(9.1	)					(9.1	)
Balance at December 31, 2005			216.0			2.2			–			2,569.3			9.7			2,581.2
	Net income											133.6						133.6
	Net unrealized gain on marketable securities														15.4			15.4
	Amortization of net loss on cash flow hedge														(2.4	)		(2.4	)
	Reclassification for gains included in net income														(6.5	)		(6.5	)
	Foreign currency translation adjustment														(5.1	)		(5.1	)
		Comprehensive income																135.0
Amortization of stock-based compensation												72.4						72.4
Issuance and forfeitures of restricted stock awards			0.3															–
Stock option exercises			3.1									42.1						42.1
Common stock repurchased			(25.9	)		(0.3	)					(516.1	)					(516.4	)
Change of interest in subsidiary												0.4						0.4
Common stock dividends ($0.04 per share)												(8.3	)					(8.3	)
Balance at December 31, 2006			193.5			1.9			–			2,293.4			11.1			2,306.4
Cumulative-effect adjustment for the adoption of a new accounting principle												29.9						29.9
	Net income											116.3						116.3
	Net unrealized gain on marketable securities														5.2			5.2
	Amortization of net loss on cash flow hedge														0.4			0.4
	Reclassification for gains included in net income														(12.8	)		(12.8	)
	Foreign currency translation adjustment														0.9			0.9
		Comprehensive income																110.0
Amortization of stock-based compensation												50.1						50.1
Issuance and forfeitures of restricted stock awards			0.9															–
Tax impact of stock-based compensation												6.7						6.7
Stock option exercises			4.2									73.2						73.2
Common stock repurchased			(32.3	)		(0.2	)					(845.4	)					(845.6	)
Common stock dividends ($0.04 per share)												(7.2	)					(7.2	)
Balance at December 31, 2007			166.3		$	1.7		$	–		$	1,717.0		$	4.8		$	1,723.5

The accompanying notes are an integral part of these consolidated financial statements.

36

JANUS CAPITAL GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — DESCRIPTION OF THE BUSINESS

Janus Capital Group Inc. and its subsidiaries (collectively, "Janus" or the "Company") derive revenue and net income from providing investment management, administration, distribution and related services to individual and institutional investors through mutual funds, subadvised relationships and separate accounts (collectively referred to herein as "investment products") in both domestic and international markets. Revenue is largely dependent on the total value and composition of assets under management, which include domestic equity, international equity and debt securities. Accordingly, fluctuations in the financial markets and in the composition of assets under management affect revenue and operating results. A significant portion of Janus' revenue is derived from contracts to manage mutual funds which are subject to annual review and approval by each fund's Board of Trustees and/or its shareholders.

Janus' significant subsidiaries and one equity method investment at December 31, 2007, include:

•

Janus Capital Management LLC ("JCM") (wholly-owned subsidiary).  JCM offers growth equity, core and international equity funds, as well as balanced, specialty fixed-income and money market funds.

•

Enhanced Investment Technologies, LLC ("INTECH") (approximate 87% owned subsidiary).  INTECH offers risk-managed investment products that are based on a mathematical theorem that attempts to capitalize on the volatility in stock price movements. INTECH's goal is to achieve long-term returns that outperform a passive index, while controlling risks and trading costs. INTECH manages institutional and private accounts and subadvises certain Janus mutual funds.

•

Perkins, Wolf, McDonnell and Company, LLC ("PWM") (approximate 30% ownership, accounted for under the equity method).  PWM subadvises certain of Janus' small- and mid-cap value mutual funds.

•

Capital Group Partners, Inc. ("CGP") (wholly-owned subsidiary).  The operating business of CGP, Rapid Solutions Group ("RSG") provides printing and fulfillment services and graphic design capabilities, with a client concentration in the financial services industry. During the third quarter 2007, Janus initiated a plan to dispose of RSG and has classified the related operations as discontinued. (See Note 7).

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements include all majority-owned subsidiaries and all intercompany accounts and transactions have been eliminated. The equity method of accounting is used for PWM as Janus has significant influence but does not have the ability to exercise control.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation. On the Consolidated Statements of Income, mutual fund investigation charges, net of recoveries, which were previously separately presented, are now included in general, administrative and occupancy. Investment gains, net, which were previously included in other income, net are now separately presented. All balances and activity associated with RSG have been reclassified to separately present continuing and discontinued operations.

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Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Janus' significant estimates relate to income taxes, intangible assets and goodwill, marketable securities and equity compensation.

Segment Information

During the third quarter 2007, the Printing and Fulfillment segment, represented by RSG, was reclassified to discontinued operations. The Company now operates one business segment, its Investment Management operations.

Cash and Cash Equivalents

Short-term liquid investments with an initial maturity of generally three months or less, including investments in money market funds, are considered cash equivalents.

Property and Equipment

Property and equipment is recorded at cost. Depreciation and amortization is recorded using the straight-line method over the estimated useful life of the related assets (or the lease term, if shorter). Depreciation and amortization expense totaled $14.2 million, $13.8 million and $13.4 million for the years ended December 31, 2007, 2006 and 2005, respectively. Property and equipment is summarized as follows (in millions):

		Depreciation and Amortization Period	December 31,
			2007			2006
Furniture, fixtures and equipment, including computer equipment and systems		3-7 years	$	145.8		$	151.6
Leasehold improvements		3-24 years		26.0			28.5
	Subtotal			171.8			180.1
Less accumulated depreciation				(125.3	)		(132.9	)
Property and equipment, net			$	46.5		$	47.2

Janus evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The evaluation is based on an estimate of the future cash flows expected to result from the use of the asset and its eventual disposition. If expected future undiscounted cash flows are less than the carrying amount of the asset, an impairment loss is recognized to the extent that the carrying amount of the asset exceeds its fair value.

Software

Purchased software is recorded at cost and amortized over its estimated useful life. Computer software and development costs incurred in the preliminary project stage, as well as training and maintenance costs, are expensed as incurred. Direct and indirect costs associated with the application development stage of internal use software are capitalized until such time that the software is substantially complete and ready for its intended use. Capitalized costs are amortized on a straight-line basis over the estimated useful life of the software.

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Deferred Commissions

Sales commissions paid to financial intermediaries on sales of certain mutual fund shares are deferred and amortized over various periods, not exceeding four years, based on the estimated recoverability of the asset through distribution fee payments or contingent deferred sales charges. Contingent deferred sales charges received from early withdrawal charges reduce the unamortized deferred commissions balance. Amortization expense for the years ended December 31, 2007, 2006 and 2005 totaled $8.9 million, $7.8 million and $16.2 million, respectively. Deferred commissions, which are recorded as a component of other assets, are summarized as follows (in millions):

		December 31,
		2007		2006
Deferred commissions — current		$	10.3	$	1.6
Deferred commissions — long term			11.1		0.7
	Total	$	21.4	$	2.3

Marketable Securities

Janus classifies marketable securities as trading, available-for-sale or held-to-maturity at the time of purchase and periodically re-evaluates such classifications. Trading securities are carried at fair value and consist primarily of investments in debt and equity securities held in the portfolios of consolidated advised funds and other debt and equity securities in separate accounts. Changes in the fair value are reflected as a component of investment gains, net on the consolidated statements of income.

Marketable securities classified as available-for-sale consist of investments in advised funds and other securities and are carried at fair value. Changes in fair value are reflected as a component of accumulated other comprehensive income until realized. Realized gains, losses and declines in fair value that are judged to be other-than-temporary are reflected as a component of investment gains, net on the consolidated statements of income. Realized gains and losses are determined using the first in, first out cost method.

Fair value of trading and available-for-sale securities is determined using observable market data based on recent trading activity. Where observable market data is unavailable due to a lack of trading activity, Janus utilizes independent third parties or internally developed models to estimate fair value. Estimating fair value requires significant management judgment, including benchmarking to similar instruments with observable market data and applying appropriate discounts that reflect differences between the securities that Janus is valuing and the selected benchmark. Depending on the type of securities owned by Janus, other valuation methodologies may be required.

Marketable securities are classified as held-to-maturity when Janus has the intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at cost with corresponding premiums or discounts amortized over the life of the investment to other income. Realized gains, losses and declines in fair value that are judged to be other-than-temporary are reflected as a component of investment gains, net on the consolidated statements of income.

Janus periodically evaluates the carrying value of investment securities classified as available-for-sale or held-to-maturity for potential impairment. In determining if an impairment exists, Janus considers the duration, extent and circumstances of any decline in fair value. If the decline in value is determined to be other than temporary, the carrying value of the security is written down to fair value with the loss recognized currently in earnings.

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Income Taxes

Deferred income tax assets and liabilities are recorded for the temporary differences between the financial statement and income tax bases of assets and liabilities as measured by the enacted income tax rates that may be in effect when these differences reverse. Significant management judgment is required in developing Janus' provision for income taxes, including the valuation allowances that might be required against deferred tax assets and the evaluation of various income tax contingencies.

Goodwill and Intangible Assets

Goodwill represents the excess of cost over the fair value of the identifiable net assets of acquired companies. Goodwill is tested annually for impairment and is not amortized. Janus' identifiable intangible assets generally represent the cost of client relationships and management contracts acquired. Goodwill and indefinite-lived intangible assets are tested for impairment annually, or more frequently if events or circumstances indicate that the asset might be impaired. Intangibles subject to amortization are tested for impairment whenever events or circumstances indicate that the asset may be impaired. Goodwill and intangible assets require significant management estimates and judgment, including the valuation and expected life determination in connection with the initial purchase price allocation and the ongoing evaluation for impairment.

Revenue Recognition

Investment management and shareholder servicing fees are recognized as services are provided. These revenues are generally determined in accordance with contracts based upon a percentage of assets under management.

Performance fees are based on the performance of certain investment products as compared to an established benchmark over a specified period of time and are recognized at the end of the period if the stated performance criteria are achieved.

Marketing

Marketing and promotional costs are expensed as incurred.

Stock-Based Compensation

Stock-based compensation cost is based on the grant date fair value of awards expected to vest at the end of the stated service period, comprised of the total value of the awards less an estimate for forfeitures. The grant date fair value of stock options is determined using the Black-Scholes option pricing model and the grant date fair value of restricted stock is determined from a quoted market price. The Black-Scholes model requires significant management estimates including volatility and expected life.

Other Income

The components of other income are as follows (in millions):

		2007		2006		2005
Dividend income		$	15.3	$	10.4	$	11.4
Interest income			12.4		14.9		13.3
	Total	$	27.7	$	25.3	$	24.7

40

Other Comprehensive Income

The components of other comprehensive income include the change in fair market value of available-for-sale investments owned by Janus as well as foreign currency translation adjustments, as follows (in millions):

Year ended December 31, 2007		Pre-tax amount			Tax (expense) benefit			Net amount
	Unrealized gain on available-for-sale securities	$	8.5		$	(3.3	)	$	5.2
	Reclassification for gains included in net income		(20.8	)		8.0			(12.8	)
	Foreign currency translation adjustment		1.5			(0.6	)		0.9
	Amortization of net loss on cash flow hedge		0.7			(0.3	)		0.4
	Total	$	(10.1	)	$	3.8		$	(6.3	)

Year ended December 31, 2006		Pre-tax amount			Tax (expense) benefit			Net amount
	Unrealized gain on available-for-sale securities	$	22.3		$	(6.9	)	$	15.4
	Reclassification for gains included in net income		(10.5	)		4.0			(6.5	)
	Foreign currency translation adjustment		(8.2	)		3.1			(5.1	)
	Realized loss on interest rate swap		(4.0	)		1.6			(2.4	)
	Total	$	(0.4	)	$	1.8		$	1.4

Year ended December 31, 2005		Pre-tax amount			Tax (expense) benefit			Net amount
	Unrealized gain on available-for-sale securities	$	5.8		$	(2.2	)	$	3.6
	Reclassification for gains included in net income		(12.4	)		4.7			(7.7	)
	Foreign currency translation adjustment		(3.0	)		1.1			(1.9	)
	Total	$	(9.6	)	$	3.6		$	(6.0	)

NOTE 3 — RECENT ACCOUNTING PRONOUNCEMENTS

On September 15, 2006, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard No. 157, "Fair Value Measurements" ("SFAS 157"), which defines and establishes a framework for measuring fair value and expands disclosures regarding fair value measurements. The effective date of SFAS 157 is the Company's fiscal year beginning January 1, 2008. The adoption of SFAS 157 is expected to result in additional disclosures regarding Janus' fair value measurements in future filings.

On February 15, 2007, the FASB issued Statement of Financial Accounting Standard No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities" ("SFAS 159"), which permits an entity to measure certain financial assets and financial liabilities at fair value. The effective date of SFAS 159 is the Company's fiscal year beginning January 1, 2008. Janus has not elected the fair value option for any assets or liabilities that are not otherwise required to be accounted for at fair value by existing accounting standards.

On December 4, 2007, the FASB issued Statement of Financial Accounting Standard No. 141 (revised 2007), "Business Combinations" ("SFAS 141R"), which establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in an acquiree, including the recognition and

41

measurement of goodwill acquired in a business combination. The effective date of SFAS 141R is the Company's fiscal year beginning January 1, 2009. Janus has not yet completed an assessment of the impact of SFAS 141R.

On December 4, 2007, the FASB issued Statement of Financial Accounting Standard No. 160 "Noncontrolling Interests in Consolidated Financial Statements- an amendment of Accounting Research Bulletin No. 51" ("SFAS 160"), which establishes accounting and reporting standards for the noncontrolling interest in a subsidiary, deconsolidation of a subsidiary and requires noncontrolling interests to be classified as a component of equity in the consolidated financial statements. The effective date of SFAS 160 is the Company's fiscal year beginning January 1, 2009. Janus has not yet completed an assessment of the impact of SFAS 160.

NOTE 4 — EARNINGS PER SHARE

Basic earnings per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per common share adjusts the weighted average shares outstanding by the dilutive impact of shares underlying stock options and unvested restricted stock awards. The following is a summary of the earnings per share calculation (in millions, except per share data):

			For the year ended December 31,
			2007			2006			2005
	Income from continuing operations		$	192.0		$	138.9		$	116.8
	Loss from discontinued operations			(75.7	)		(5.3	)		(29.0	)
Net income			$	116.3		$	133.6		$	87.8
Basic earnings per share:
	Weighted average common shares outstanding			176.5			202.4			218.6
	Income from continuing operations		$	1.09		$	0.69		$	0.53
	Loss from discontinued operations			(0.43	)		(0.03	)		(0.13	)
		Basic earnings per share	$	0.66		$	0.66		$	0.40
Diluted earnings per share:
	Weighted average common shares outstanding			176.5			202.4			218.6
	Dilutive effect of stock options and unvested
		restricted stock using the treasury stock method		2.1			1.1			0.5
	Weighted average diluted common shares outstanding			178.6			203.5			219.1
	Income from continuing operations		$	1.07		$	0.68		$	0.53
	Loss from discontinued operations			(0.42	)		(0.03	)		(0.13	)
		Diluted earnings per share	$	0.65		$	0.66		$	0.40

The following stock options and unvested restricted stock are anti-dilutive and have not been included in the weighted average diluted shares outstanding calculation:

	For the year ended December 31,
	2007	2006	2005
Stock options	3.2	3.5	14.3
Unvested restricted stock	–	1.0	3.2

All shares held in the Janus Employee Stock Ownership Plan (the "ESOP") are treated as outstanding for purposes of computing basic earnings per share.

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NOTE 5 — MARKETABLE SECURITIES

Janus' marketable securities at December 31, 2007 and 2006, are summarized as follows (in millions):

		December 31, 2007									December 31, 2006
		Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Trading securities (carried at fair value)		$	104.3	$	–	$	–		$	104.3	$	–	$	–	$	–		$	–
Available-for-sale securities (carried at fair value)
	Structured investment vehicles		90.3		–		–			90.3		–		–		–			–
	Investment in advised funds		13.2		3.1		(0.2	)		16.1		76.4		15.8		(0.3	)		91.9
Held-to-maturity securities (carried at amortized cost)
	U.S. treasury and government agency securities		–		–		–			–		69.8		–		(0.2	)		69.6
	Corporate debt securities		–		–		–			–		11.4		–		–			11.4
		$	207.8	$	3.1	$	(0.2	)	$	210.7	$	157.6	$	15.8	$	(0.5	)	$	172.9

In the fourth quarter 2007, Janus evaluated its seed capital investments and determined that mutual funds and separate accounts in which it owns a majority interest should be consolidated. Securities underlying consolidated mutual funds and separate accounts have been classified as trading with changes in market value reported in earnings.

Proceeds from the sale of available-for-sale securities totaled $28.7 million, $59.9 million and $67.7 million for the years ended December 31, 2007, 2006 and 2005, respectively.

Unrealized gains on trading securities held at December 31, 2007, totaled $3.4 million.

Structured Investment Vehicles ("SIVs")

A SIV is a fund that seeks to generate investment returns through yield curve arbitrage by purchasing high grade medium- and long-term fixed income instruments and funding those purchases by issuing low cost, short-term senior debt instruments such as asset-backed commercial paper and asset-backed medium term notes. In late 2007, widespread illiquidity in the commercial paper and capital markets prevented SIVs from accessing necessary funding for ongoing operations. The securities issued by those SIVs that were unable to access necessary liquidity through banks or other large financial institutions were generally downgraded by rating agencies as a result of expected defaults on maturing securities.

While Janus does not sponsor or serve as asset manager to any SIVs, it does serve as investment adviser to certain money market funds (the "Funds") that have invested in securities issued by SIVs from time to time, including securities issued by Stanfield Victoria Funding LLC ("Stanfield securities"). On December 21, 2007, Moody's Investors Service, Inc. ("Moody's") downgraded the Stanfield securities to a rating below what is generally permitted to be held by a security in the Funds. In connection with this downgrade, Janus purchased all of the Stanfield securities held by the Funds, totaling $108.5 million, to protect investors in the Funds from possible losses associated with such downgrade.

Subsequent to the purchase, Janus undertook a detailed analysis of the assets underlying the Stanfield securities, many of which do not have readily determinable fair values, and estimated a range of fair value by benchmarking those assets against instruments of a similar type with comparable yields,

43

maturities and credit ratings for which fair market values were readily available. As a result of this analysis, Janus recognized an $18.2 million impairment charge (including $3.5 million of purchased accrued interest), reflecting the difference between the estimated fair value and the purchase price of the Stanfield securities.

In January 2008, the Stanfield securities were placed with an enforcement manager to be restructured or sold at the election of each senior note holder. Janus elected to participate in the restructuring of the Stanfield securities. In addition, the collateral agent, Deutsche Bank, filed an interpleader complaint due to conflicting positions of note holders that has effectively prevented the enforcement manager from making any cash payments and other distributions, or from restructuring the Stanfield securities, until the matter is resolved by the New York courts or is settled among the parties. Janus management believes that the anticipated restructuring will likely result in extended maturities and/or a pro-rata distribution of proceeds from the income and principal payments on the assets underlying the Stanfield securities. Given the uncertainty of the restructuring at this time, Janus can not determine the potential impact that a restructuring will have on the value of the Stanfield securities.

Janus may recognize additional impairment charges on the Stanfield securities if the restructuring is unsuccessful or there is an other-than-temporary deterioration in the value of the underlying assets. Janus' total additional risk of loss with respect to the Stanfield securities is limited to the $90.3 million carrying value of its investment.

NOTE 6 — ACQUISITIONS OF MINORITY INTEREST

Janus has increased its ownership of INTECH with the following purchases (in millions, except ownership %):

					Purchase Price Allocation
Acquisition Date	Interest Acquired		Purchase Price		Goodwill		Intangible Assets
March 30, 2007	4	%	$	81.0	$	49.3	$	31.7
February 1, 2006	5	%	$	90.0	$	54.8	$	35.2

Intangible assets acquired represent customer relationships which are amortized over 12 years.

The pro forma results of operations have not been presented as they would not have been materially different from reported amounts.

NOTE 7 — DISCONTINUED OPERATIONS

During the third quarter 2007, Janus initiated a plan to dispose of RSG, previously reported as the Printing and Fulfillment segment, as a result of RSG's difficulty in growing the business and Janus' desire to focus on its core investment management business.

Janus assessed the fair value of RSG less estimated disposal costs and concluded that the carrying value of RSG had been impaired. The fair value of RSG at December 31, 2007, was estimated using preliminary bids received from potential buyers. Impairment charges totaling $67.1 million (net of a $6.2 million tax benefit) were recorded to write-down the carrying value of RSG to the estimated fair market value less costs to sell the business. The impairment charges were allocated as follows; $57.8 million to goodwill (for which no tax benefit has been recorded), $3.7 million to property and equipment, and $5.6 million of intangible assets.

44

Summarized operating results of RSG are as follows (in millions):

		For the year ended December 31,
		2007			2006			2005
Revenues		$	88.6		$	90.9		$	84.8
Expenses			104.8			106.8			100.1
Impairment			73.3			–			20.0
	Operating loss		(89.5	)		(15.9	)		(35.3	)
Other income, net			2.0			2.4			1.4
Tax benefit			11.8			8.2			4.9
Net loss		$	(75.7	)	$	(5.3	)	$	(29.0	)

The carrying amounts of the significant classes of assets and liabilities related to discontinued operations are as follows (in millions):

		December 31, 2007		December 31, 2006
Cash and cash equivalents		$	4.3	$	52.6
Accounts receivable, net			13.8		15.3
Property and equipment, net			4.4		13.1
Goodwill			–		57.8
Intangible assets, net			–		14.8
Deferred income taxes			4.0		–
Other assets			3.3		4.0
	Total assets	$	29.8	$	157.6
Accounts payable and accrued expenses		$	10.3	$	11.3
Deferred income taxes			–		4.9
Other liabilities			0.5		1.5
	Total liabilities	$	10.8	$	17.7

NOTE 8 — GOODWILL AND INTANGIBLE ASSETS

Changes in the carrying amount of goodwill are as follows (in millions):

		December 31,
		2007		2006
Beginning of period		$	1,090.5	$	1,034.2
	Additions		50.6		60.4
	Adjustments to purchase price allocations		–		(4.1	)
End of period		$	1,141.1	$	1,090.5

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The following is a summary of identified intangible assets (in millions):

		December 31,
		2007			2006
Non-amortized intangible assets
	Mutual fund advisory contracts	$	943.1		$	943.1
	Brand name and trademark		270.5			270.5
Amortized intangible assets
	Client relationships		138.8			107.7
	Accumulated amortization		(42.0	)		(31.3	)
Net intangible assets		$	1,310.4		$	1,290.0

Client relationships are amortized over their estimated lives of seven to 25 years using the straight-line method. Amortization expense was $10.7 million, $10.4 million and $6.3 million for the years ended December 31, 2007, 2006 and 2005, respectively. Amortization expense over the next five years is expected to be $11.4 million in 2008, $10.1 million in 2009, $9.8 million in 2010, $9.8 million in 2011 and $9.8 million in 2012.

The majority of goodwill and intangible assets were generated from transactions in 2001 to buy out the minority interest of JCM and resulted in the recognition of $803.8 million of goodwill and $1,164.6 million of intangible assets, representing mutual fund advisory contracts, brand name, trademark and client relationships.

Acquisitions of interests in INTECH resulted in goodwill of $185.0 million and intangible assets of $109.4 million, representing client relationships.

NOTE 9 — RESTRUCTURING AND ASSET IMPAIRMENT CHARGES

Intangibles Impairment

Within client relationships, Janus has subadvised contracts that have an allocated intangible value. To the extent such subadvised contracts are terminated, Janus recognizes an impairment charge equal to the unamortized value of the intangible asset recorded for such contract. Janus recognized impairment charges on subadvised contracts of $0.4 million and $11.0 million for the years ended December 31, 2007 and 2006, respectively. There were no impairments of subadvised contracts in 2005.

Bay Isle Financial LLC ("Bay Isle")

In 2005, Janus closed the California operations of Bay Isle, an asset management firm that focused on value and real estate investment trust investing. As a result of the transactions, Janus recognized a charge of $1.6 million, representing lease termination costs, severance payments and fixed asset impairments, and an intangible asset impairment of $3.9 million.

NOTE 10 — OTHER BALANCE SHEET CAPTIONS

Other current assets are composed of the following (in millions):

	December 31,
	2007		2006
Deferred compensation	$	28.2	$	14.5
Deferred commissions		10.3		1.5
Other current assets		23.8		25.6
Total	$	62.3	$	41.6

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Other current accrued liabilities are composed of the following (in millions):

	December 31,
	2007		2006
Accrued marketing and distribution	$	18.8	$	19.7
Deferred compensation		30.2		13.3
Other accrued liabilities		30.2		36.9
Total	$	79.2	$	69.9

NOTE 11 — LONG-TERM DEBT

Long-term debt at December 31, 2007 and 2006, consisted of the following (in millions):

	2007				2006
	Carrying Value		Fair Value		Carrying Value		Fair Value
5.875% Senior Notes due 2011	$	275.0	$	274.4	$	275.0	$	277.3
6.119% Senior Notes due 2014		82.2		82.1		82.1		83.8
6.250% Senior Notes due 2012		299.6		308.5		–		–
6.700% Senior Notes due 2017		448.9		465.8		–		–
7.750% Senior Notes due 2009		22.0		22.9		22.0		23.1
7.875% Senior Notes due 2032		–		–		158.1		160.5
Total long-term debt	$	1,127.7	$	1,153.7	$	537.2	$	544.7

Fair Value of Long-Term Debt

The fair value of long-term debt was calculated using market quotes or, if market quotes were not available, by discounting future cash flows using market interest rates for debt with similar terms and maturities.

6.250% Senior Notes Due 2012 and 6.700% Senior Notes Due June 15, 2017

On June 14, 2007, Janus issued $300.0 million of 6.250% Senior Notes due June 15, 2012, and $450.0 million of 6.700% Senior Notes that are due June 15, 2017 (collectively, the "2007 senior notes") and are not callable by Janus or redeemable by the holders prior to maturity. Interest is paid semiannually on June 15 and December 15 of each year. The proceeds from the 2007 senior note issuances were $748.4 million. On June 26, 2007, approximately $160.0 million of the total proceeds were used to repay the 7.875% Senior Notes due 2032 plus accrued and unpaid interest as of the redemption date. The remaining proceeds may be used for possible future acquisitions, the repurchase of Janus' common stock, and/or general corporate purposes.

If the Company experiences a change of control and the 2007 senior notes are rated below investment grade by Standard & Poor's Rating Service ("S&P") and Moody's, the Company must offer to repurchase all of the 2007 senior notes at a price equal to 101% of the principal amount plus accrued and unpaid interest to the repurchase date.

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5.875% Senior Notes Due 2011

On September 18, 2006, Janus issued $275.0 million of 5.875% senior notes that are due September 15, 2011, and are not callable by Janus or redeemable at the option of the holders prior to maturity. Interest is paid semiannually on March 15 and September 15.

On May 2, 2006, Janus entered into a pay-fixed receive-variable interest rate swap (the "Swap") in anticipation of a $272.0 million fixed rate debt issuance with a mandatory termination date of May 4, 2007. The Swap was designated and accounted for as a cash flow hedge under SFAS No. 133 (as amended and interpreted) "Accounting for Derivatives and Hedging Activities" ("SFAS 133"), and was designed to hedge the variability in interest payments on the anticipated fixed rate debt as a result of changes in the interest rate between inception of the Swap and the issuance of the debt. On September 18, 2006, the Swap was terminated and Janus incurred a loss of $4.4 million, or $2.7 million net of tax, which has been recorded in accumulated other comprehensive income on the consolidated balance sheet and will be amortized to interest expense over the life of the 5.875% senior notes.

6.119% Senior Notes Due 2014

On April 26, 2004, Janus issued $527.4 million of 6.119% senior notes that are due April 15, 2014, in exchange for $465.1 million of senior notes (composed of $286.9 million of the 7.000% senior notes and $178.2 million of the 7.750% senior notes). The 6.119% senior notes pay interest semiannually on April 15 and October 15. On May 19, 2004, Janus' wholly-owned subsidiary, CGP, exercised its right to repurchase $445.0 million aggregate principal amount of the 6.119% senior notes. This transaction resulted in a non-operating charge of $55.5 million, primarily related to the premium paid to exchange the old notes for the new notes given declines in interest rates. As CGP owns the $445.0 million of repurchased notes, Janus makes regular interest payments to CGP. Such payments are eliminated in consolidation.

7.750% Senior Notes Due 2009

On July 2, 2002, Janus issued 7.750% senior notes that are due June 15, 2009, and are not callable by Janus or redeemable by the holders prior to maturity. Interest is paid semiannually on June 15 and December 15.

Interest Rate Adjustment Covenant

All of Janus' outstanding debt includes an interest rate adjustment covenant that provides that the interest rate payable will increase by 25 basis points for each level that the Company's debt rating is decreased by Moody's from its existing rating of Baa3 or by S&P from its existing rating of BBB-, up to a maximum increase of 200 basis points. If at any time after the interest has been adjusted upward; either Moody's or S&P increases its rating, then for each level of such increase in the rating, the interest payable will be decreased by 25 basis points, but in no event to a rate less than the interest rate payable on the date of their issuance. The interest rate adjustment covenant will permanently terminate if the Company's debt ratings increase to Baa2 by Moody's and BBB by S&P (or higher), with a stable or positive outlook regardless of any subsequent decrease in the ratings by either or both rating agencies.

Credit Facility

On June 1, 2007, the Company and the syndicate of banks amended the then existing $200 million Three-Year Competitive Advance and Revolving Credit Facility Agreement (the "Credit Facility"). Under the amended Credit Facility, the bank syndicate's commitment was increased to $350 million and the maturity date was extended from October 19, 2008 to June 1, 2012. The Credit Facility contains a

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number of financial covenants including a specified financing leverage ratio and interest coverage ratio. At December 31, 2007, there were no borrowings under the Credit Facility.

Aggregate Maturities of Indebtedness

The aggregate amounts of debt maturing in the next five years are as follow (in millions):

2008	$	–
2009		22.0
2010		–
2011		275.0
2012		300.0
Thereafter		532.4
Total	$	1,129.4

NOTE 12 — INCOME TAXES

Janus' provision for income taxes is summarized as follows (in millions):

			December 31,
			2007		2006			2005
Current:
	Federal		$	83.2	$	92.5		$	44.5
	State and local			11.1		12.4			7.9
	International			5.5		5.9			3.3
		Total current		99.8		110.8			55.7
Deferred:
	Federal			13.2		(17.2	)		15.4
	State and local			2.0		(3.0	)		1.7
	International			1.4		(0.5	)		–
		Total deferred		16.6		(20.7	)		17.1
Total income tax expense			$	116.4	$	90.1		$	72.8

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Janus' deferred income tax liabilities (assets) are summarized as follows (in millions):

			December 31,
			2007			2006
Income Tax Liabilities:
	Intangible assets		$	459.5		$	460.2
	Investments			–			6.1
	Other			27.3			13.7
		Gross deferred tax liabilities		486.8			480.0
Income Tax Assets:
	Compensation and benefits			(55.5	)		(58.4	)
	Accrued liabilities			(13.8	)		(15.8	)
	Debt issue costs			(16.5	)		(18.7	)
	Investments			(1.1	)		–
	Other			(4.2	)		(4.6	)
		Gross deferred tax assets		(91.1	)		(97.5	)
Net deferred income tax liabilities			$	395.7		$	382.5

The current deferred income tax amounts at December 31, 2007 and 2006, are included within other current assets. Deferred tax assets and liabilities are reflected on the balance sheet as follows (in millions):

	December 31,
	2007			2006
Current deferred income tax asset, net	$	(8.6	)	$	(11.9	)
Long-term deferred income tax liability, net		404.3			394.4
Net deferred income tax liabilities	$	395.7		$	382.5

Janus' effective income tax rate differs from the statutory federal income tax rate as follows:

	December 31,
	2007		2006		2005
Federal statutory rate	35.0	%	35.0	%	35.0	%
State and local income taxes	3.2	%	3.1	%	3.0	%
INTECH minority interest	(2.3	)%	(3.0	)%	(3.4	)%
Tax adjustments	(0.9	)%	0.8	%	(2.7	%
Other	0.2	%	0.0	%	2.8	%
Total effective income tax rate	35.2	%	35.9	%	34.7	%

Janus adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"), on January 1, 2007, which sets forth a specific method for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. As a result of the implementation of FIN 48, Janus reduced its tax contingencies liability by $29.3 million, which had previously been accounted for under the provisions of Statement of Financial Accounting Standard No. 5, "Accounting for Contingencies." The reduction in the liability and the related change in deferred taxes were accounted for as an increase to

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retained earnings on January 1, 2007. The tax contingencies liability has been recorded in other long-term liabilities. A reconciliation of the beginning and ending liability is as follows (in millions):

Balance at January 1, 2007	$	59.5
Cumulative effect of adoption of FIN 48		(29.3	)
Additions for tax positions of prior years		1.9
Accrued interest for the current period		2.6
Balance at December 31, 2007	$	34.7

A deferred tax asset of $12.5 million has been recorded associated with the tax contingencies liability. If the tax contingencies liability and related deferred tax asset are reversed in future periods, the effective tax rate would be favorably impacted by $22.2 million.

Tax returns filed in previous years are subject to audit by various federal, state and international taxing authorities and as a result of such audits, additional tax assessments may be proposed. As of December 31, 2007, the majority of tax years from 1996 and forward remain subject to audit. Based on information currently available, Janus management does not anticipate any material changes in the liability within the next twelve months.

Taxing authorities generally charge interest and may assess penalties in the event that a tax position taken is subsequently reversed upon examination. Janus has accrued interest on its uncertain tax provisions based on the rates specified by the applicable taxing authorities and has recorded the interest as a component of the tax provision. At December 31, 2007, $10.9 million of accrued interest is included in the liability for tax contingencies. Any potential penalties associated with a tax contingency will also be included as a component of the tax provision in the period in which the assessment of a penalty becomes likely. Janus does not believe that it is subject to any penalties related to its tax contingencies and therefore, has not accrued a liability for tax penalties.

In the event of an overpayment of income taxes, taxing authorities generally pay interest from the date of the overpayment through the date on which an amended return is filed. Janus records interest income from taxing authorities as a component of the tax provision.

NOTE 13 — LONG-TERM INCENTIVE COMPENSATION

The components of Janus' long-term incentive compensation expense are summarized as follows (in millions):

	December 31,
	2007		2006		2005
Stock options	$	17.1	$	24.4	$	22.1
Restricted stock awards		32.2		47.1		50.7
Mutual fund units		30.4		11.0		2.1
Employee stock purchase plan		0.2		0.2		0.2
Total long-term incentive compensation	$	79.9	$	82.7	$	75.1

Historical long-term incentive awards have been granted with ratable vesting schedules of between three and five years. The majority of awards granted in 2007 and 2006 were granted with a four-year ratable vesting schedule, subject to accelerated vesting up to 50% if certain financial performance criteria are achieved. Based on such criteria, the 2007 and 2006 awards qualified for accelerated vesting of 45% and 50%, respectively, on February 1, 2008. At December 31, 2007, unrecognized compensation, net of estimated forfeitures, and the weighted-average years over which the

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compensation cost will be recognized are summarized as follows (in millions and assuming no further accelerated vesting):

	Unrecognized Compensation		Weighted- Average Years
Stock options	$	6.9	2.7
Restricted stock awards		15.3	2.6
Mutual fund units		12.9	2.9
Total	$	35.1	2.7

Janus generally grants annual long-term incentive awards in February of each year. The 2008 annual grant, not included in the table above, totaled $71.5 million and will be recognized ratably over a three-year period. The 2008 annual grant is not subject to performance-based accelerated vesting.

Stock Options

The fair value of stock options granted to Janus employees was estimated on the date of each grant using the Black-Scholes option pricing model with the following assumptions:

	2007	2006	2005
Dividend yield	0.22%	0.20% to 0.27%	0.25% to 0.31%
Expected volatility	28%	27% to 30%	30%
Risk-free interest rate	4.86%	4.55% to 4.89%	3.71% to 4.45%
Expected life	5 years	5 years	5 to 6 years

Expected volatility was determined using an average of Janus' historical volatility and industry and market averages, as appropriate. Expected life was determined using employee termination rates and vesting periods of each grant. The risk-free interest rate for periods within the contractual life of the options is based on the U.S. Treasury yield curve in effect at the time of each grant. Stock options granted prior to February 2005 have a maximum contractual term of 10 years and seven years for options granted thereafter.

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The table below summarizes Janus' outstanding options:

		2007					2006					2005
		Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Outstanding at January 1			13,746,429		$	19.42		15,678,666		$	17.97		16,926,585		$	17.19
Granted			1,810,378			21.01		1,721,951			21.54		1,518,387			14.48
Exercised			(4,185,901	)		17.22		(3,045,261	)		13.35		(1,969,066	)		9.08
Expired			(284,931	)		18.77		(608,927	)		18.55		(797,240	)		16.64
Outstanding at December 31			11,085,975		$	20.54		13,746,429		$	19.42		15,678,666		$	17.97
Exercisable			8,257,081		$	20.76		10,281,666		$	19.79		10,334,948		$	19.18
Vested or expected to vest			10,712,913		$	20.52
Weighted average fair value of options granted during the year		$	7.02				$	6.45				$	5.33
Intrinsic value of options at December 31 (in millions):
	Exercised	$	43.8				$	22.3				$	13.5
	Outstanding	$	140.7				$	56.0				$	46.6
	Exercisable	$	104.1				$	44.7				$	28.6

The following table summarizes the information about stock options that were outstanding at December 31, 2007:

	Outstanding				Exercisable
Range of Exercise Prices	Number Outstanding	Weighted Average Remaining Contractual Life (years)	Weighted Average Exercise Price		Number Exercisable	Weighted Average Remaining Contractual Life (years)	Weighted Average Exercise Price
$  10 to $  20	5,556,841	6.03	$	15.38	5,012,810	5.94	$	15.47
$  20 to $  30	3,947,764	4.93		21.88	1,662,901	3.81		22.81
$  30 to $  47	1,581,370	2.31		35.32	1,581,370	2.31		35.32
$  10 to $  47	11,085,975	5.11		20.54	8,257,081	4.82		20.76

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Restricted Stock Awards

The table below summarizes unvested restricted stock awards for the years ended December 31, 2007 and 2006:

	2007				2006
	Shares		Weighted Average Grant-Date Fair Value		Shares		Weighted Average Grant-Date Fair Value
Unvested at January 1	2,820,345		$	19.07	4,500,158		$	21.22
Granted	1,035,246			21.76	839,878			21.52
Vested	(2,190,508	)		22.21	(1,983,068	)		22.41
Forfeited	(130,162	)		18.55	(536,623	)		23.02
Unvested at December 31	1,534,921		$	18.52	2,820,345		$	19.07

The total fair value of restricted stock that vested during the years ended December 31, 2007, 2006 and 2005, was $48.6 million, $44.3 million and $33.5 million, respectively.

Mutual Fund Units

During 2007 and 2006, Janus granted $26.5 million and $21.3 million, respectively, in awards that are indexed to certain mutual funds managed by the Company. Upon vesting, participants receive the value of the award adjusted for earnings or losses attributable to the mutual funds to which the award was indexed. At the time of grant, the Company creates a fair value hedge accounted for in accordance with SFAS 133 to protect against the market variability of the mutual funds to which the awards are indexed by making investments equal to the amount of the awards in the mutual funds selected by the participants. Subsequent changes in market value are recorded against the Company's asset with the offset to the mutual fund share award liability. Any hedge ineffectiveness will result in an increase or decrease in long-term incentive compensation expense. Hedge effectiveness is assessed quarterly and has been 100% effective since inception and therefore, no gain or loss has been recognized. At December 31, 2007, the notional amount of the fair value hedge is $35.8 million and represents the cost basis of unvested awards.

Forfeiture Estimate

Janus estimates, at the time of grant, the amount of awards that are not expected to vest based on historical forfeiture rates. As a result of higher than expected employee departures prior to vesting during the third quarter 2006, Janus revised the estimate of forfeitures related to long-term incentive compensation. The effect of increasing the forfeiture estimate was recorded as a $5.0 million decrease in long-term incentive compensation expense ($3.1 million net of tax) for the year ended December 31, 2006.

Long-Term Incentive Stock Plans

On May 10, 2005, Janus shareholders approved the 2005 Long-Term Incentive Stock Plan ("2005 Plan") which allows the Board of Directors to grant up to 15.0 million shares of equity-based awards, including stock options and restricted stock. The 2005 Plan replaced the 1998 Long-Term Incentive Plan ("1998 Plan") once the approximately 1.7 million shares remaining under the 1998 Plan are depleted. On January 25, 2007, Janus registered 15.0 million shares to be granted as equity awards under the 2005 Plan.

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NOTE 14 — EMPLOYEE BENEFIT PLANS

Substantially all full-time employees of Janus are eligible to participate in a company-sponsored 401(k) and profit-sharing plan. Employees also participate in an ESOP. Janus matches a maximum of 3% of employee compensation in the 401(k) plan. Contributions to the ESOP and the profit-sharing plan are made at the discretion of the Board of Directors. Participants vest ratably in the ESOP and profit-sharing contributions over a five-year period. Expense related to the 401(k) plan, ESOP and profit-sharing plan was $12.5 million, $10.7 million and $9.0 million in 2007, 2006 and 2005, respectively.

The Company also has a deferred compensation plan for certain highly compensated employees. Eligible participants may defer a portion of their compensation and have the ability to earn a return by indexing their deferrals to mutual funds managed by the Company. The Company makes no contributions to the plan and is liable to the participants for the amount of the deferrals as adjusted for changes in market value. To protect against market variability of the liability, the Company creates a fair value hedge accounted for in accordance with SFAS 133 by investing in mutual funds that are consistent with the deferred amounts and mutual fund elections of the participants. Changes in market value are recorded to the investment asset held by the Company with the offset recorded to the liability to the participants. Any hedge ineffectiveness will result in increases or decreases in employee compensation and benefits expense. Hedge effectiveness is assessed quarterly and has been 100% effective since inception and therefore, no gain or loss has been recognized. At December 31, 2007, the notional amount of the fair value hedge is $9.0 million and represents total payroll deferrals.

NOTE 15 — COMMITMENTS AND CONTINGENCIES

Operating Leases

Janus rents office space and equipment under the terms of various operating lease agreements. As of December 31, 2007, future minimum rental commitments under non-cancelable operating leases are as follows (in millions):

2008	$	16.7
2009		16.8
2010		16.1
2011		15.4
2012		15.5
Thereafter		77.1
Total	$	157.6

Rent expense was $14.8 million, $15.2 million and $15.0 million in 2007, 2006 and 2005, respectively.

Investment Management Contracts

Most of Janus' revenues are derived pursuant to investment advisory agreements with its investment advisory clients. Investment advisory agreements with mutual funds may be terminated by either party with notice, or terminated in the event of an "assignment" (as defined in the Investment Company Act of 1940 as amended (the "1940 Act")), and must be approved and renewed annually by the disinterested members of each fund's trustees, or its shareowners, as required by law. Generally, any change in control of Janus would constitute an "assignment" under the 1940 Act. In addition, a mutual fund's trustees or directors may terminate these investment advisory agreements upon written notice for any reason.

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INTECH Minority Interest

Each fiscal year beginning in 2008 and terminating in 2012, each of the two INTECH founding members has the option to require Janus to purchase up to approximately 25% of their current holdings of INTECH shares ("Annual Option Shares") at the fair market value on the date of exercise based on a valuation by an independent investment bank. As of December 31, 2007, each of the two founders owns approximately 6% of INTECH. In the event that either INTECH founder does not fully exercise his annual voluntary sale option in a given year, Janus has the option to require the INTECH founder to sell the remaining balance of the Annual Option Shares at fair market value on the date of exercise.

In addition, each of the founders can require Janus to purchase their INTECH interests if the founder's employment is terminated. The purchase price of the departing founder's INTECH interests will be based on the fair market value on the date of exercise based on a valuation by an independent investment bank. Each founder is entitled to retain approximately one percent of INTECH's shares currently outstanding after employment until his death unless he is terminated for cause or leaves voluntarily while not in good standing. An INTECH founder will be deemed to be in good standing if he voluntarily leaves on or after January 1, 2009, after providing 12 months' prior notice and provided he cooperates with the transition. Janus has not recorded a liability for the purchase of the outstanding INTECH interests due to the uncertainty of this obligation and the price at which it may occur. INTECH interests in the aggregate would currently be valued at approximately $223.0 million, based on the most recent fair market value determined by an independent investment bank and agreed upon by INTECH and Janus.

NOTE 16 — LITIGATION

Janus is subject to various legal proceedings arising from normal business operations. Although there can be no assurances, based on information currently available, management believes that it is probable that the ultimate outcome of each of the actions will not have a material adverse effect on the consolidated financial condition of Janus. However, an adverse outcome in any of the actions could have a material adverse effect on the financial results of the Company in the period in which it is recorded. As of December 31, 2007, Janus had no litigation reserves as management believes that the remaining claims made in the civil actions described below have little or no merit and intends to defend against them.

Market Timing Litigation

Following the market timing investigations by the New York Attorney General ("NYAG") and the SEC, Janus and certain affiliates were named as defendants in a consolidated lawsuit in the U.S. District Court in Baltimore, Maryland (Case Number MDL No. 1586, 04-MD-15863). Five amended complaints were filed in these coordinated proceedings, including: (i) claims by a putative class of Janus fund investors asserting claims on behalf of the investor class (Marini, et al. v. Janus Investment Fund, et al., U.S. District Court, District of Maryland, Case No. 04-CV-00497); (ii) derivative claims by investors in the Janus funds ostensibly on behalf of the Janus funds (Steinberg et al. v. Janus Capital Management, LLC et al., U.S. District Court, District of Maryland, Case No. 04-CV-00518); (iii) claims on behalf of participants in the Janus 401(k) plan (Wangberger v. Janus Capital Group Inc., 401(k) Advisory Committee, et al., U.S. District Court, District of Maryland, Case No. JFM-05-2711); (iv) claims brought on behalf of shareholders of Janus on a derivative basis against Janus' Board of Directors (Chasen v. Whiston, et al., U.S. District Court, District of Maryland, Case No. 04-MD-00855); and (v) claims by a putative class of Janus shareholders asserting claims on behalf of the shareholders (Wiggins, et al. v. Janus Capital Group Inc., et al., U.S. District Court, District of Maryland, Case No. 04-CV-00818).

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In August 2005, the U.S. District Court entered orders dismissing most of the claims asserted against the Company and its affiliates by fund investors in the Marini and Steinberg cases described above, except certain claims under Section 10(b) of the Securities Exchange Act of 1934 and under Section 36(b) of the Investment Company Act of 1940. The U.S. District Court also entered an order dismissing all claims in the Wiggins lawsuit. Plaintiffs have appealed that dismissal to the U.S. Court of Appeals for the Fourth Circuit. That appeal is currently pending. In August 2006, the U.S. District Court in the Wangberger 401(k) plan class action dismissed the action with prejudice, and the plaintiff appealed the dismissal to the U.S. Court of Appeals for the Fourth Circuit. That appeal is still pending. Finally, the U.S. District Court also dismissed the Chasen lawsuit against Janus' Board of Directors without leave to amend, ruling that the plaintiff had failed to make a pre-suit demand on the Board of Directors as required by applicable state law. The time to appeal this dismissal has expired. As a result of the above events, the Company and JCM are the remaining defendants, in some capacity, in one or more of the actions described in the preceding paragraph.

The Auditor of the State of West Virginia, in his capacity as securities commissioner, initiated administrative proceedings against many of the defendants in the market timing cases (including Janus) and seeks disgorgement and other monetary relief based on similar market timing allegations (In the Matter of Janus Capital Group Inc. et al., Before the Securities Commissioner, State of West Virginia, Summary Order No. 05-1320). In September 2006, Janus filed its answer to the Auditor's summary order instituting proceedings, and requested a hearing. A hearing was held in June 2007 during which the parties were ordered to submit a scheduling order. In addition to the currently pending Motion to Discharge Order to Show Cause, Janus continues to challenge the statutory authority of the Auditor to bring such an action.

Miscellaneous Proceedings

During 2007, two former portfolio managers filed suit against a Janus subsidiary, alleging that it implemented certain changes to their compensation arrangements in violation of prior agreements (Edward Keely v. Janus Management Holdings Corporation, Denver District Court, Case No. 2007 CV 7366 and Tom Malley v. Janus Management Holdings Corporation, Denver District Court, Case No. 2007 CV 10719). Janus answered the complaints, denying any liability and challenging the merits of Mr. Keely's and Mr. Malley's allegations. Trial for the suit brought by Mr. Keely has been postponed from its originally scheduled date of June 2008. A trial date for the suit brought by Mr. Malley has not yet been scheduled.

NOTE 17 — RELATED PARTY TRANSACTIONS

Janus earns fees from the various registered investment companies for which it acts as investment adviser. Accounts receivable include amounts due from these investment companies. The table below presents this related party activity as of and for the years ended December 31 (in millions):

	Investment Management and Shareowner Servicing Fees		Accounts Receivable from Registered Investment Companies		12b-1 Plan Fees Earned
2007	$	867.6	$	89.9	$	3.5
2006		708.7		70.8		1.3
2005		680.6		74.9		0.8

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Certain officers and directors of Janus are also officers, directors and/or trustees for the various registered investment companies for which Janus acts as investment adviser.

NOTE 18 — SHAREHOLDER RIGHTS PLAN

Janus entered into the Shareholder Rights Plan ("Rights Plan") with UMB Bank, N.A., as rights agent as of June 14, 2000. Effective October 2, 2006, UMB Bank, N.A. was replaced as rights agent by Wells Fargo Bank N.A. In connection with the Rights Plan, the Janus Board declared a dividend of one right ("Right") for each outstanding share of Janus common stock as of the close of business on June 14, 2000 (the "Rights Record Date"). The Rights are not exercisable or transferable separately from the shares of Janus common stock until the earlier of: (i) 10 days following a public announcement that a person or group has acquired or obtained the right to acquire beneficial ownership of 15% or more of the outstanding shares of Janus common stock (unless beneficial ownership of 15% or more is a result of Company repurchases of its own stock), or (ii) 10 days following the commencement or announcement of an intention to make a tender or exchange offer that would result in an acquiring person or group beneficially owning 15% or more of the outstanding shares of Janus common stock (an "Acquiring Person"), unless the Janus Board sets a later date in either event (the earlier of (i) or (ii) being the "Rights Distribution Date"). Under the Rights Plan, the Janus Board has the option to redeem the Rights at a nominal cost or prevent the Rights from being triggered by designating certain offers for all the outstanding Janus common stock as Permitted Offers (as defined in the Rights Plan). No supplement or amendment may be made to the Rights Plan which changes the Redemption Price, the Final Expiration Date, the Purchase Price (as those terms are defined in the Rights Plan) or the number of ¹/₁₀₀₀ths of a share of Preferred Stock for which a Right is exercisable. Subject to the foregoing, prior to the Rights Distribution Date, Janus may amend or supplement the Rights Plan without the consent of any of the holders of the Rights. Following the Rights Distribution Date, the Rights Plan may be amended to cure any ambiguity, correct or supplement any provision that is defective or inconsistent with any other provision of the Rights Plan, or change or supplement any provision so long as such amendment or supplement does not adversely affect the holders of the Rights (other than an Acquiring Person or group). The Rights expire 10 years after the Rights Record Date unless earlier redeemed by Janus.

The Rights, when exercisable, entitle their holders (other than those held by an Acquiring Person) to purchase ¹/₁₀₀₀th of a share of Series A Janus Preferred Stock (subject to adjustment) or, in certain instances, other securities of Janus, including Janus common stock, having a market value equal to twice the exercise price of the Right. In certain circumstances, if Janus is involved in a merger or consolidation and is not the surviving entity or disposes of more than 50% of its assets or earnings power, the Rights also entitle their holders (other than an acquiring person or group) to purchase the highest priority voting shares in the surviving entity or its affiliates having a market value of two times the exercise price of the Rights.

The Rights Plan is intended to encourage a potential Acquiring Person or group to negotiate directly with the Janus Board of Directors but may have certain anti-takeover consequences. The Rights Plan could significantly dilute the interests in Janus of an Acquiring Person. The Rights Plan may therefore have the effect of delaying, deterring or preventing a change in control of Janus.

The Janus Board evaluates the Rights Plan every three years, and in October 2007 approved the continuation of the Rights Plan until the Rights expire.

NOTE 19 — SEGMENT AND GEOGRAPHIC INFORMATION

As disclosed in Note 7 — Discontinued Operations, the Company committed to a plan to pursue the sale of RSG, previously reported as the Printing and Fulfillment segment, and accordingly, it has been

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reclassified as discontinued operations. The Company now operates in one business segment, its Investment Management operations.

The following summary provides information concerning Janus' principal geographic areas as of and for the years ended December 31, (in millions):

			2007		2006		2005
Revenues:
	United States		$	1,000.2	$	833.5	$	783.3
	International*			116.8		102.3		85.0
		Total	$	1,117.0	$	935.8	$	868.3
Long-lived assets:
	United States		$	2,448.8	$	2,395.8	$	2,385.0
	International*			14.7		4.1		6.9
		Total	$	2,463.5	$	2,399.9	$	2,391.9

*

International revenues and assets are attributed to countries based on location at which services are performed, primarily the United Kingdom.

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NOTE 20 — QUARTERLY FINANCIAL DATA (UNAUDITED)

			2007
(in millions, except per share amounts)			First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Full Year
Total revenue			$	247.9		$	273.0		$	284.6		$	311.5		$	1,117.0
Operating income				68.9			94.4			95.8			90.2			349.3
Income from continuing operations				38.0			51.6			50.8			51.6			192.0
Loss from discontinued operations				(2.4	)		(2.8	)		(38.6	)		(31.9	)		(75.7	)
Net income				35.6			48.8			12.2			19.7			116.3
Basic earnings per share:
	Income from continuing operations		$	0.20		$	0.29		$	0.30		$	0.31		$	1.09
	Loss from discontinued operations			(0.01	)		(0.02	)		(0.23	)		(0.19	)		(0.43	)
		Basic earnings per share	$	0.19		$	0.27		$	0.07		$	0.12		$	0.66
Diluted earnings per share:
	Continuing operations		$	0.20		$	0.28		$	0.29		$	0.30		$	1.07
	Discontinued operations			(0.01	)		(0.02	)		(0.22	)		(0.19	)		(0.42	)
		Diluted earnings per share	$	0.19		$	0.27		$	0.07		$	0.12		$	0.65

			2006
(in millions, except per share amounts)			First Quarter			Second Quarter			Third Quarter			Fourth Quarter		Full Year
Total revenue			$	232.5		$	233.1		$	229.0		$	241.2	$	935.8
Operating income				62.9			57.3			57.0			61.7		238.9
Income from continuing operations				37.3			33.2			32.6			35.8		138.9
Loss from discontinued operations				(2.0	)		(2.1	)		(3.1	)		1.9		(5.3	)
Net income				35.3			31.1			29.5			37.7		133.6
Basic earnings per share:
	Income from continuing operations		$	0.18		$	0.17		$	0.16		$	0.18	$	0.69
	Loss from discontinued operations			(0.01	)		(0.01	)		(0.02	)		0.01		(0.03	)
		Basic earnings per share	$	0.17		$	0.15		$	0.15		$	0.19	$	0.66
Diluted earnings per share:
	Continuing operations		$	0.18		$	0.16		$	0.16		$	0.18	$	0.68
	Discontinued operations			(0.01	)		(0.01	)		(0.02	)		0.01		(0.03	)
		Diluted earnings per share	$	0.17		$	0.15		$	0.15		$	0.19	$	0.66

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ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.    CONTROLS AND PROCEDURES

EVALUATION OF CONTROLS AND PROCEDURES

As of December 31, 2007, Janus' management evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Disclosure controls and procedures are the controls and other procedures that the Company designed to ensure that it records, processes, summarizes and reports in a timely manner the information it must disclose in reports that it files with or submits to the SEC. Gary D. Black, Chief Executive Officer, and Gregory A. Frost, Executive Vice President and Chief Financial Officer, reviewed and participated in this evaluation. Based on this evaluation, Messrs. Black and Frost concluded that, as of the date of their evaluation, Janus' disclosure controls and procedures were effective.

There has been no change in Janus' internal controls over financial reporting (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) during the fourth quarter of 2007 that has materially affected, or is reasonably likely to materially affect, Janus' internal controls over financial reporting.

NYSE ANNUAL CEO CERTIFICATION

The CEO of the Company has previously submitted to the NYSE the annual certifications required by Section 303A.12(a) of the NYSE Corporate Governance Rules.

ITEM 9B.    OTHER INFORMATION

None.

PART III

ITEMS 10, 11, 12, 13 AND 14.

The Company's Proxy Statement for its 2008 Annual Meeting of Stockholders, which, when filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, will be incorporated by reference in this Annual Report on Form 10-K pursuant to General Instruction G(3) of Form 10-K, provides the information required under Part III (Items 10, 11, 12, 13 and 14).

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PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)   List of Documents Filed as Part of this Report

(1)

Financial Statements

The financial statements and related notes, together with the report of Deloitte & Touche LLP dated February 26, 2008, appear in Part II, Item 8, Financial Statements and Supplementary Data, of this Form 10-K.

(2)

Financial Statement Schedules

The schedules and exhibits for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission appear in Part II, Item 8, Financial Statements and Supplementary Data, under the Index to Financial Statements of this Form 10-K.

(3)

List of Exhibits

(b)   Exhibits

The Company has incorporated by reference herein certain exhibits as specified below pursuant to Rule 12b-32 under the Exchange Act.

	(3) Articles of Incorporation and Bylaws
3.1.1	Delaware Certificate of Incorporation as Amended and Restated on June 14, 2000, is hereby incorporated by reference from Exhibit 3.1.1 to Janus' Registration Statement on Form 10 declared effective on June 15, 2000 (File No. 001-15253)
3.1.2	Certificate of Designation dated June 15, 2000, establishing Series A Preferred Stock, is hereby incorporated by reference from Exhibit 3.1.2 to Janus' Registration Statement on Form 10 declared effective on June 15, 2000 (File No. 001-15253)
3.2	Bylaws of Janus Capital Group Inc. as Amended and Restated on March 6, 2006, is hereby incorporated by reference from Exhibit 3.1 to Janus' Current Report on Form 8-K, dated March 7, 2006 (File No. 001-15253)
3.3	Certificate of Ownership and Merger, merging Janus Capital Corporation with and into Stilwell Financial Inc., is hereby incorporated by reference from Exhibit 3.1 to Janus' Registration Statement on Form S-4 declared effective on February 11, 2003 (File No. 333-102783)
	(4) Instruments Defining the Rights of Security Holders, Including Indentures
4.1	Form of Certificate representing Common Stock is hereby incorporated by reference from Exhibit 4.1 to Janus' Registration Statement on Form 10 declared effective on June 15, 2000 (File No. 001-15253)
4.2.1	Stockholders' Rights Agreement, dated as of June 14, 2000, between Janus Capital Group Inc. and UMB Bank, N.A., as Rights Agent is hereby incorporated by reference from Exhibit 4.2.1 to Janus' Registration Statement on Form 10 declared effective on June 15, 2000 (File No. 001-15253)
4.2.2	Certificate of Designation establishing Series A Preferred Stock set forth on Exhibit 3.1.2 above, is hereby incorporated by reference

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4.2.3	Amendment No. 1 to Rights Agreement between Janus Capital Group Inc. and UMB Bank N.A., as Rights Agent, dated February 23, 2005, is hereby incorporated by reference from Exhibit 4.1 to Janus' Current Report on Form 8-K, dated February 28, 2005 (File No. 001-5253)
4.2.4	Amendment No. 2 to Rights Agreement between Janus Capital Group Inc. and Wells Fargo Bank N.A., as successor Rights Agent, dated October 2, 2006, is hereby incorporated by reference from Exhibit 4.1 to Janus' Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 001- 15253)
4.3	Article FOURTH, Article FIFTH, Article SIXTH, Article SEVENTH and Article ELEVENTH of Exhibit 3.1.1 above are hereby incorporated by reference
4.4	Article II; Article III, Section 2; and Article V of Exhibit 3.2 above are hereby incorporated by reference
4.5.1	7.00% Senior Notes due 2006 Indenture, dated as of November 6, 2001, between Janus Capital Group Inc. and The Chase Manhattan Bank, is hereby incorporated by reference from Exhibit 4.1 to Janus' Current Report on Form 8-K, dated November 6, 2001
4.5.2	Officers' Certificate pursuant to the Indenture (as per Exhibit 4.5.1 above) is hereby incorporated by reference from Exhibit 4.2 to Janus' Current Report on Form 8-K, dated November 6, 2001 (File No. 001-15253)
4.5.3	Officers' Certificate pursuant to the Indenture (as per Exhibit 4.5.1 above) is hereby incorporated by reference from Exhibit 4.1 to Janus' Current Report on Form 8-K, dated April 5, 2002 (File No. 001-15253)
4.5.4	Officers' Certificate pursuant to the Indenture (as per Exhibit 4.5.1 above) is hereby incorporated by reference from Exhibit 4.1 to Janus' Current Report on Form 8-K, dated July 2, 2002 (File No. 001-15253)
4.6	7.75% Notes due 2009 Prospectus Supplement (to Prospectus dated April 25, 2002) is hereby incorporated by reference from Form 424B2, filed June 28, 2002 (File No. 333-86606)
4.7	6.119% Senior Notes Due 2014 Indenture, dated as of April 26, 2004, between Janus Capital Group Inc. and JP Morgan Chase Bank, as Trustee is hereby incorporated by reference from Exhibit 4.2 to Janus' Form 10-Q for the quarterly period ended March 31, 2004 (File No. 001-15253)
4.8	5.875% Senior Notes Due 2011 Prospectus Supplement (to Prospectus dated April 25, 2002) is hereby incorporated by reference from Form 424B5, filed September 15, 2006 (File No. 333-86606)
4.9	$325,000,000 Shelf Registration Statement is hereby incorporated by reference from Form S-3ASR, filed June 5, 2007 (File No. 333-143510)
4.10	6.250% Senior Notes Due 2012 and 6.700% Senior Notes Due 2017 Prospectus Supplement (to Prospectus dated June 5, 2007) is hereby incorporated by reference from Form 424B5, filed June 11, 2007 (File No. 333-143510)
4.11	First Supplemental Indenture to the 2001 Indenture, dated as of June 14, 2007, between the Company and The Bank of New York Trust Company, N.A. (as successor to the Chase Manhattan Bank) is hereby incorporated by reference from Exhibit 4.5 to Janus' Current Report on Form 8-K, dated June 14, 2007 (File No. 001-15253).

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4.12	First Supplemental Indenture to the 2004 Indenture, dated as of June 14, 2007, between the Company and The Bank of New York Trust Company, N.A. (as successor to JP Morgan Chase Bank) is hereby incorporated by reference from Exhibit 4.6 to Janus' Current Report on Form 8-K, dated June 14, 2007 (File No. 001-15253).
	(10) Material Contracts
10.1	Representative Director Indemnification Agreement is hereby incorporated by reference from Exhibit 10.1 to Janus' Registration Statement on Form 10 declared effective on June 15, 2000 (File No. 001-15253)
10.2	Representative Officer Indemnification Agreement is hereby incorporated by reference from Exhibit 10.2 to Janus' Registration Statement on Form 10 declared effective on June 15, 2000 (File No. 001-15253)
10.3	Intercompany Agreement, dated as of August 16, 1999, between Kansas City Southern Industries, Inc. and Janus Capital Group Inc., is hereby incorporated by reference from Exhibit 10.3 to Janus' Registration Statement on Form 10 declared effective on June 15, 2000 (File No. 001-15253)
10.4	Tax Disaffiliation Agreement, dated as of August 16, 1999, between Kansas City Southern Industries, Inc. and Janus Capital Group Inc., is hereby incorporated by reference from Exhibit 10.4 to Janus' Registration Statement on Form 10 declared effective on June 15, 2000 (File No. 001-15253)
10.5	$200 million Three-Year Competitive Advance and Revolving Credit Facility Agreement (the "Facility"), dated as of October 19, 2005, with Citibank, N.A., as administrative agent and swingline lender and JPMorgan Chase Bank, N.A., as syndication agent for the lenders is hereby incorporated by reference from Exhibit 10.1 to Janus' Current Report on Form 8-K, dated October 26, 2005 (File No. 001-15253)
10.5.1	$325 million Five-Year Competitive Advance and Revolving Credit Facility Agreement (the "Facility"), dated as of June 1, 2007, with Citibank, N.A., as administrative agent and swingline lender and JPMorgan Chase Bank, N.A., as syndication agent for the lenders amending the $200 million Three-Year Competitive Advance and Revolving Credit Facility Agreement dated as of October 19, 2005, is hereby incorporated by reference from Exhibit 10.1 to Janus' Current Report on Form 8-K, dated June 4, 2007 (File No. 001-15253)
10.6	Share Exchange Agreement with DST Systems, Inc., dated August 25, 2003, is hereby incorporated by reference from Exhibit 99.A to Janus' SC 13D/A, dated August 25, 2003 (File No. 001-15253)
10.7	Amended and Restated Limited Liability Company Agreement of Janus Capital Management LLC, dated as of March 13, 2002, is hereby incorporated by reference to Janus' Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 001-15253)
10.8	Assignment and Assumption Agreement, dated March 16, 2004, between Janus Capital Group Inc. and Capital Group Partners, Inc. is hereby incorporated by reference from Exhibit 10.3 to Janus' quarterly report on Form 10-Q, dated May 6, 2004 (File No. 001-15253)
10.9.1	Amended and Restated Janus Capital Group Inc. 1998 Long Term Incentive Stock Plan, effective as of May 12, 2004 is hereby incorporated by reference from Exhibit 10.1 to Janus' Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 001- 15253)*

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10.10	Janus Capital Group Inc. Employee Stock Purchase Plan, as Amended and Restated Effective October 23, 2006, is hereby incorporated by reference from Exhibit 10.1 to Janus' Form 10-Q for the quarterly period ended September 30, 2006 (File No. 001- 15253)*
10.11	Stilwell Financial Inc. Savings-Related Share Option Scheme dated March 1, 2001 is hereby incorporated by reference from Exhibit 4.1 on Form S-8 dated April 27, 2001 (File No. 333-59636)*
10.12	Janus Capital Group Inc. 2004 Employment Inducement Award Plan, as adopted effective as of April 26, 2004, is hereby incorporated by reference from Exhibit 99.1 from Form S-8, dated May 17, 2004, and the Form of the Non-Qualified Stock Option Award Agreement from Exhibit 99.2 and the Form of the Restricted Stock Award Agreement from Exhibit 99.3*
10.13	Janus Capital Group Inc. Amended and Restated Mutual Fund Share Investment Plan, effective January 22, 2008, is attached to this Form 10-K as Exhibit 10.1*
10.14	Janus Capital Group Inc. Management Incentive Compensation Plan, effective January 1, 2003, is hereby incorporated by reference from Appendix B to Janus' 2003 Proxy Statement on Schedule 14A (File No. 001-15253)*
10.15.1	Janus Capital Group Inc. 401(k), Profit Sharing and Employee Stock Ownership Plan, as Amended and Restated effective November 1, 2001, is hereby incorporated by reference from Exhibit 10.3 to Janus' Form 10-Q for the quarterly period ended September 30, 2001 (File No. 001-15253)*
10.15.2	First and Second Amendments to the Janus Capital Group Inc. 401(k), Profit Sharing and Employee Stock Ownership Plan, effective January 1, 2002, are hereby incorporated by reference from Exhibit 10.5 to Janus' Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 001-15253)*
10.15.3	Third Amendment to the 401(k), Janus Capital Group Inc. Profit Sharing and Employee Stock Ownership Plan, dated October 2, 2002, is hereby incorporated by reference from Exhibit 10.2 to Janus' Form 10-Q for the quarterly period ended September 30, 2002 (File No. 001-15253)*
10.15.4	Fourth Amendment to the Janus Capital Group Inc. 401(k), Profit Sharing and Employee Stock Ownership Plan, is hereby incorporated by reference from Exhibit 10.13.4 to Janus' Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 001- 15253)*
10.15.5	Fifth Amendment to the Janus Capital Group Inc. 401(k), Profit Sharing and Employee Stock Ownership Plan, effective March 8, 2004, and August 12, 2004, is hereby incorporated by reference from Exhibit 10.1 to Janus' Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 001-15253)*
10.15.6	Sixth Amendment to the Janus Capital Group Inc. 401(k), Profit Sharing and Employee Stock Ownership Plan, effective March 28, 2005, is hereby incorporated by reference from Exhibit 10.2 to Janus' Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 001-15253)*
10.15.7	Seventh Amendment to the Janus Capital Group Inc. 401(k), Profit Sharing and Employee Stock Ownership Plan, effective April 1, 2005, is hereby incorporated by reference from Exhibit 10.5 to Janus' Form 10-Q for the quarterly period ended June 30, 2005 (File No. 001-15253)*

65

10.15.8	Eighth Amendment to the Janus Capital Group Inc. 401(k), Profit Sharing and Employee Stock Ownership Plan, effective May 26, 2005, is hereby incorporated by reference from Exhibit 10.4 to Janus' Form 10-Q for the quarterly period ended June 30, 2005 (File No. 001-15253)*
10.15.9	Ninth Amendment to the Janus Capital Group Inc. 401(k), Profit Sharing and Employee Stock Ownership Plan, effective January 1, 2006, is hereby incorporated by reference from Exhibit 10.1 to Janus' Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 001- 15253)*
10.15.10	Tenth Amendment to the Janus Capital Group Inc. 401(k), Profit Sharing and Employee Stock Ownership Plan, effective January 1, 2007, is hereby incorporated by reference from Exhibit 10.2 to Janus' Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 001- 15253)*
10.16	Janus Capital Group Inc. Income Deferral Program, Effective as of November 9, 2004 is hereby incorporated by reference from Exhibit 10.1 to Janus' Current Report on Form 8-K, dated November 12, 2004 (File No. 001-15253) *
10.17	Janus Capital Group Inc. Amended and Restated Directors' Deferred Fee Plan, effective as of January 1, 2005 is hereby incorporated by reference from Exhibit 10.3 to Janus' Annual report on Form 10-K for the year ended December 31, 2004 (File No. 001-15253)*
10.18.1	Form of Janus Capital Group Inc. Restricted Stock, Mutual Fund Units and Stock Option Award Agreements effective for awards granted in 2006, is hereby incorporated by reference from Exhibit 10.2 to Janus' Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 001- 15253)*
10.18.2	Form of Long-term Incentive Acceptance with Appendix A (Restricted Stock), Appendix B (Stock Options) and Appendix C (Mutual Fund Units), effective for awards granted in 2007, is hereby incorporated by reference from Exhibit 10.3 to Janus' Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 001- 15253)*
10.18.3	Form of Long-term Incentive Acceptance with Appendix A (Restricted Stock), Appendix B (Stock Options) and Appendix C (Mutual Fund Units), effective for awards granted on or after February 2008, is attached to this Form 10-K as Exhibit 10.3*
10.20	Amended and Restated Janus Capital Group Inc. 2005 Long-Term Incentive Stock Plan, effective January 22, 2008, is attached to this Form 10-K as Exhibit 10.2*
10.20.1	Registration Statement of additional common stock for Janus' 2005 Long-Term Incentive Stock Plan is hereby incorporated by reference from Form S-8, filed January 25, 2007 (File No. 333-140220)
10.21.1	Amended and Restated Employment Agreement by and between Janus Capital Group Inc. and Gary Black, dated September 25, 2006, is hereby incorporated by reference from Exhibit 10.1 to Janus' Current Report on Form 8-K, dated September 28, 2006 (File No. 001-15253)*
10.22.1	Change of Control Agreement by and between Janus Capital Group Inc. and Robin C. Beery, dated as of February 10, 2003, is hereby incorporated by reference from Exhibit 10.32 to Janus' Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 001-15253)*
10.23	Transition Agreement by and between Janus Capital Group Inc. and Girard C. Miller dated as of August 2, 2005, is hereby incorporated by reference from Exhibit 10.2 to Janus' Form 10-Q for the quarterly period ended June 30, 2005 (File No. 001-15253)*

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10.25	Consulting and Separation Agreement by and between Janus Capital Group Inc. and Mark B. Whiston, dated as of April 20, 2004, is hereby incorporated by reference from Exhibit 10.1 to Janus' Form 10-Q for the quarterly period ended March 1, 2004 (File No. 001-15253)*
10.26	Separation Agreement by and between Janus Capital Group Inc. and Lars O. Soderberg, dated as of July 21, 2004, is hereby incorporated by reference from Exhibit 10.1 to Janus' Form 10-Q for the quarterly period ended June 30, 2004 (File No. 001-15253)*
10.27	Change in Control Agreement by and between Janus Capital Group Inc. and Dominic C. Martellaro, dated May 1, 2006, is hereby incorporated by reference from Exhibit 10.3 to Janus' Current Report on Form 8-K, dated May 4, 2006 (File No. 001-15253)*
10.28	Change in Control Agreement by and between the Company and Gregory A. Frost, dated August 5, 2005, is hereby incorporated by reference from Exhibit 10.4 to Janus' Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 001- 15253)*
10.28.1	Term sheet setting forth the terms of employment by and between the Company and Gregory A. Frost, dated March 19, 2007, is hereby incorporated by reference from Exhibit 10.1 to Janus' Form 10-Q for the quarterly period ended March 31, 2007 (File No. 001-15253)*
10.29	Change in Control Agreement by and between the Company and Kelley A. Howes, dated August 5, 2005, is hereby incorporated by reference from Exhibit 10.5 to Janus' Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 001- 15253)*
10.30	Employment Agreement dated as of January 1, 2007, by and between the Company and Jonathan Coleman, is hereby incorporated by reference from Exhibit 10.1 to Janus' Form 8-K dated September 25, 2007 (File No. 001-15253) *
10.30.1	Change in Control Agreement by and between the Company and Jonathan Coleman, dated January 1, 2007, is hereby incorporated by reference from Exhibit 10.3 to Janus' Form 8-K, dated September 25, 2007 (File No. 001-15253) *
10.31	Employment Agreement dated as of January 1, 2007, by and between the Company and Richard Gibson Smith, is hereby incorporated by reference from Exhibit 10.1 to Janus' Form 8-K dated September 25, 2007 (File No. 001-15253) *
10.31.1	Change in Control Agreement by and between the Company and Richard Gibson Smith, dated January 1, 2007, is hereby incorporated by reference from Exhibit 10.4 to Janus' Form 8-K, dated September 25, 2007 (File No. 001-15253) *
10.32	Amendment to long-term incentive awards granted to Steven L. Scheid approved on November 11, 2005 is hereby incorporated by reference to Janus' Current Report on Form 8-K, dated November 16, 2005 (File No. 001-15253)*
10.33	Summary of Janus Capital Group Inc. Outside Director Compensation Program effective May 1, 2007, is hereby incorporated by reference from Exhibit 10.1 to Janus' Form 10-Q for the quarterly period ended June 30, 2007 (File No. 001-15253)*
	* Compensatory plan or agreement.

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	(12) Statements Re Computation of Ratios
12.1	The Computation of Ratio of Earnings to Fixed Charges prepared pursuant to Item 601(b)(12) of Regulation S-K is attached to this Form 10-K as Exhibit 12.1
	(21) Subsidiaries of the Company
21.1	The list of the Subsidiaries of the Company prepared pursuant to Item 601(b)(21) of Regulation S-K is attached to this Form 10-K as Exhibit 21.1
	(23) Consents of Experts and Counsel
23.1	The Consent of Independent Registered Public Accounting Firm prepared pursuant to Item 601(b)(23) of Regulation S-K is attached to this Form 10-K as Exhibit 23.1
	(31) Rule 13a-14(a)/15d-14(a) Certifications
31.1	Certification of Gary D. Black, Chief Executive Officer of Registrant
31.2	Certification of Gregory A. Frost, Executive Vice President and Chief Financial Officer of Registrant
	(32) Section 1350 Certificates
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	(99) Additional Exhibits
99.1	Lipper Ratings

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(c)   Exhibits

JANUS CAPITAL GROUP INC.
2007 FORM 10-K ANNUAL REPORT
INDEX TO EXHIBITS

Exhibit No.	Document	Regulation S-K Item 601(b) Exhibit No.
10.1	Janus Capital Group Inc. Amended and Restated Mutual Fund Share Investment Plan, effective January 22, 2008	10
10.2	Amended and Restated Janus Capital Group Inc. 2005 Long-Term Incentive Stock Plan, effective January 22, 2008	10
10.3	Form of Long-term Incentive Acceptance with Appendix A (Restricted Stock), Appendix B (Stock Options) and Appendix C (Mutual Fund Units), effective for awards granted on or after February 2008.	10
12.1	The Computation of Ratio of Earnings to Fixed Charges prepared pursuant to Item 601(b)(12) of Regulation S-K	12
21.1	The List of the Subsidiaries of the Company prepared pursuant to Item 601(b)(21) of Regulation S-K	21
23.1	Consent of Independent Registered Public Accounting Firm — Deloitte & Touche LLP	23
31.1	Certification of Gary D. Black, Chief Executive Officer of Registrant	31
31.2	Certification of Gregory A. Frost, Executive Vice President and Chief Financial Officer of Registrant	31
32.1	Certification of Gary D. Black, Chief Executive Officer of Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	32
32.2	Certification of Gregory A Frost, Executive Vice President and Chief Financial Officer of Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	32
99.1	Lipper Ratings	99

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Janus Capital Group Inc.
By:	/s/  GARY D. BLACK Gary D. Black Chief Executive Officer

February 28, 2008

The officers and directors of Janus Capital Group Inc., whose signatures appear below, hereby constitute and appoint Kelley A. Howes or Gregory A. Frost, and each of them (with full power to each of them to act alone), the true and lawful attorney-in-fact to sign and execute, on behalf of the undersigned, any amendment(s) to this Form 10-K Annual Report for the year ended December 31, 2007, and any instrument or document filed as part of, as an exhibit to or in connection with any amendment, and each of the undersigned does hereby ratify and confirm as his or her own act and deed all that said attorneys shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 28, 2008.

Signature	Title
/s/  GARY D. BLACK Gary D. Black	Director and Chief Executive Officer
/s/  GREGORY A. FROST Gregory A. Frost	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/  ROBERT W. BLAKLEY Robert W. Blakley	Vice President and Controller (Principal Accounting Officer)
/s/  STEVEN L. SCHEID Steven L. Scheid	Chairman of the Board
/s/  PAUL F. BALSER Paul F. Balser	Director
/s/  G. ANDREW COX G. Andrew Cox	Director

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/s/  J. RICHARD FREDERICKS J. Richard Fredericks	Director
/s/  DEBORAH R. GATZEK Deborah R. Gatzek	Director
/s/  ROBERT T. PARRY Robert T. Parry	Director
/s/  JOCK PATTON Jock Patton	Director
/s/  LANDON H. ROWLAND Landon H. Rowland	Director
/s/  GLENN S. SCHAFER Glenn S. Schafer	Director
/s/  ROBERT SKIDELSKY Robert Skidelsky	Director

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PART I
PART II
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
JANUS CAPITAL GROUP INC. CONSOLIDATED BALANCE SHEETS (Dollars in Millions, Except Share Data)
JANUS CAPITAL GROUP INC. CONSOLIDATED STATEMENTS OF INCOME (Dollars in Millions, Except Per Share Data)
JANUS CAPITAL GROUP INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Millions)
JANUS CAPITAL GROUP INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Amounts in Millions, except per share)
JANUS CAPITAL GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PART III
ITEMS 10, 11, 12, 13 AND 14.
PART IV
JANUS CAPITAL GROUP INC. 2007 FORM 10-K ANNUAL REPORT INDEX TO EXHIBITS
SIGNATURES

EX-10.1

EX-10.2

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Exhibit 10.2

JANUS CAPITAL GROUP INC.

2005 Long Term Incentive Stock Plan

(As amended and restated effective January 22, 2008)

TABLE OF CONTENTS

ARTICLE 1 HISTORY, EFFECTIVE DATE, OBJECTIVES AND DURATION	1
ARTICLE 2 DEFINITIONS	1
ARTICLE 3 ADMINISTRATION	8
ARTICLE 4 SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS	10
ARTICLE 5 ELIGIBILITY AND GENERAL CONDITIONS OF AWARDS	11
ARTICLE 6 STOCK OPTIONS	14
ARTICLE 7 STOCK APPRECIATION RIGHTS	16
ARTICLE 8 RESTRICTED SHARES	17
ARTICLE 9 BENEFICIARY DESIGNATION	19
ARTICLE 10 DEFERRALS	19
ARTICLE 11 RIGHTS OF EMPLOYEES/DIRECTORS/CONSULTANTS	19
ARTICLE 12 CHANGE OF CONTROL	20
ARTICLE 13 AMENDMENT, MODIFICATION AND TERMINATION	20
ARTICLE 14 WITHHOLDING	21
ARTICLE 15 SUCCESSORS	22
ARTICLE 16 ADDITIONAL PROVISIONS	22

JANUS CAPITAL GROUP INC.
2005 LONG TERM INCENTIVE STOCK PLAN

ARTICLE 1

HISTORY, EFFECTIVE DATE, OBJECTIVES AND DURATION

        1.1    History.    Janus Capital Group, Inc., a Delaware corporation (the "Company"), has established the Janus Capital Group 2005 Long Term Incentive Stock Plan, as set forth herein, and as the same may be amended from time to time (the "Plan").

        1.2    Objectives of the Plan.    The Plan is intended to allow employees, directors and consultants of the Company and its Subsidiaries to acquire or increase equity ownership in the Company, thereby strengthening their commitment to the success of the Company and stimulating their efforts on behalf of the Company, and to assist the Company and its Subsidiaries in attracting new employees, directors and consultants and retaining existing employees, directors and consultants. The Plan also is intended to optimize the profitability and growth of the Company through incentives which are consistent with the Company's goals; to provide employees, directors and consultants with an incentive for excellence in individual performance; and to promote teamwork among employees, directors and consultants.

        1.3    Duration of the Plan.    The Plan shall commence on the Effective Date and shall remain in effect, subject to the right of the Board to amend or terminate the Plan at any time pursuant to Article 13 hereof, until the earlier of (a) all Shares subject to the Plan have been purchased or acquired according to the Plan's provisions or (b) the tenth anniversary of its Effective Date. No Awards shall be granted under the Plan after such termination date.

ARTICLE 2

DEFINITIONS

        Whenever used in the Plan, the following terms shall have the meanings set forth below:

        2.1   "Article" means an Article of the Plan.

        2.2   "Award" means Options (including Incentive Stock Options), Restricted Shares (awarded as Shares or Share Units), stock appreciation rights (SARs), Shares or Dividend Equivalents granted under the Plan.

        2.3   "Award Agreement" means the written agreement by which an Award shall be evidenced.

        2.4   "Board" means the board of directors of the Company.

        2.5   "Cause" means, unless otherwise defined in an Award Agreement or any other agreement between the Grantee and the Company or a Subsidiary,

        (a)   before the occurrence of a Change of Control, any one or more of the following, as determined by the Committee:

        (1)   a Grantee's commission of a crime which, in the judgment of the Committee, resulted or is likely to result in damage or injury to the Company or a Subsidiary;

        (2)   the material violation by the Grantee of written policies of the Company or a Subsidiary;

        (3)   the habitual neglect or failure by the Grantee in the performance of his or her duties to the Company or a Subsidiary (but only if such neglect or failure is not remedied within a reasonable remedial period after Grantee's receipt of written notice from the Company which describes such neglect or failure in reasonable detail and specifies the remedial period); or

        (4)   action or inaction by the Grantee in connection with his or her duties to the Company or a Subsidiary resulting, in the judgment of the Committee, in material injury to the Company or a Subsidiary; and

        (b)   from and after the occurrence of a Change of Control, the occurrence of any one or more of the following, as determined in the good faith and reasonable judgment by the affirmative vote of not less than three-quarters (³/4) of the entire membership of the Board at a meeting of the Board which was called and held for the purpose of considering such termination (after reasonable notice to the Grantee and an opportunity for the Grantee, together with the Grantee's counsel, to be heard before the Board):

        (1)   the willful and continued failure by the Grantee to substantially perform the Grantee's duties with the Company (other than any such failure resulting from the Grantee's incapacity due to physical or mental illness) that has not been cured within 30 days after a written demand for substantial performance is delivered to the Grantee by the Board, which demand specifically identifies the manner in which the Board believes that the Grantee has not substantially performed the Grantee's duties;

        (2)   the willful engaging by the Grantee in conduct which is demonstrably and materially injurious to the Company or a Subsidiary, monetarily or otherwise; or

        (3)   the willful or reckless violation by the Grantee of a material legal or regulatory requirement that is materially and demonstrably injurious to the Company.

        For purposes of this definition, no act, or failure to act, on the Grantee's part shall be deemed "willful" unless done, or omitted to be done, by the Grantee not in good faith and without reasonable belief that the Grantee's act, or failure to act, was in the best

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interest of the Company. Any act, or failure to act, based upon express written authority by the Board, Chief Executive Officer and/or Chief Investment Officer with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Grantee in good faith and in the best interests of the Company.

        2.6   "Change of Control" shall, unless otherwise defined in the Award Agreement, be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

        (a)   a change in the composition of the Board such that the individuals who, as of the effective date of the this Agreement, 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 definition, 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 shareholders, 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, as modified) or other actual 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

        (b)   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 (1) 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 Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company or any employee benefit plan (or related trust) of the Company or the corporation resulting from such Business Combination) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Business Combination; and (3) individuals who were members of the Incumbent Board will constitute at least a majority of

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the members of the board of directors of the corporation resulting form such Business Combination; or

        (c)   the approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

        Notwithstanding (a), (b) and (c) above, that for each Award subject to Section 409A of the Code, a Change of Control shall be deemed to have occurred under this Plan with respect to such Award only if a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code.

        2.7   "Change of Control Value" means the Fair Market Value of a Share on the date of a Change of Control.

        2.8   "Code" means the Internal Revenue Code of 1986, as amended from time to time, and regulations and rulings thereunder. References to a particular section of the Code include references to successor provisions of the Code or any successor code.

        2.9   "Committee" has the meaning set forth in Article 3.

        2.10 "Common Stock" means the common stock, $.01 par value, of the Company.

        2.11 "Company" has the meaning set forth in Section 1.1.

        2.12 "Covered Employee" means a Grantee who, as of the date that the value of an Award is recognizable as taxable income, is one of the group of "covered employees," within the meaning of Code Section 162(m).

        2.13 "Disability" means that a Grantee (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which an be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company or a Subsidiary of the Company.

        2.14 "Disqualifying Disposition" has the meaning set forth in Section 6.4.

        2.15 "Dividend Equivalents" has the meaning set forth in Section 11.3.

        2.16 "Effective Date" shall mean the later of (a) the date that the Plan was adopted by the Board and (b) the date the Plan was approved by stockholders of the Company.

        2.17 "Eligible Person" means (i) any employee (including any officer) of the Company or any Subsidiary, including any such employee who is on an approved leave of

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absence, layoff, or has been subject to a disability which does not qualify as a Disability, (ii) any director of the Company or any Subsidiary and (iii) any person performing services for the Company or a Subsidiary in the capacity of a consultant or otherwise.

        2.18 "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time. References to a particular section of the Exchange Act include references to successor provisions.

        2.19 "Fair Market Value" means (A) with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee, and (B) with respect to Shares, unless otherwise determined by the Committee, as of any date, (i) the average of the high and low trading prices on the date of determination on the New York Stock Exchange (or, if no sale of Shares was reported for such date, on the next preceding date on which a sale of Shares was reported); (ii) if the Shares are not listed on the New York Stock Exchange, the average of the high and low trading prices of the Shares on such other national exchange on which the Shares are principally traded or as reported by the National Market System, or similar organization, or if no such quotations are available, the average of the high bid and low asked quotations in the over-the-counter market as reported by the National Quotation Bureau Incorporated or similar organizations; or (iii) in the event that there shall be no public market for the Shares, the fair market value of the Shares as determined by the Committee.

        2.20 "Freestanding SAR" means an SAR that is granted independently of any other Award.

        2.21 "Grant Date" has the meaning set forth in Section 5.2.

        2.22 "Grantee" means an individual who has been granted an Award.

        2.23 "Incentive Stock Option" means an option granted under Article 6 of the Plan that is intended to meet the requirements of Section 422 of the Code or any successor provisions thereto.

        2.24 "including" or "includes" means "including, without limitation," or "includes, without limitation," respectively.

        2.25 "Management Committee" has the meaning set forth in Article 3.

        2.26 "Option" means an option granted under Article 6 of the Plan.

        2.27 "Outside Director" means a member of the Board who is not an employee of the Company or any Subsidiary and who meets the other requirements to be an outside director (as that term is defined for purposes of the regulations under Code section 162(m).

        2.28 "Performance-Based Exception" means the performance-based exception from the tax deductibility limitations of Code Section 162(m).

5

        2.29 "Performance Measures" means the criteria and objectives, determined by the Committee, which must be met during the applicable Performance Period as a condition of the Participant's receipt of payment with respect to an Award. Unless and until the Committee proposes for stockholder vote and stockholders approve a change in the general performance measures set forth in this section, with respect to Covered Employees, performance measures may include any or all of the following or any combination thereof: (a) stock price; (b) market share; (c) sales (gross or net); (d) asset quality; (e) non-performing assets; (f) earnings per share; (g) return on equity; (h) costs; (i) operating income; (j) net income; (k) marketing-spending efficiency; (l) return on operating assets; (m) return on assets; (n) core non-interest income; (o) fund performance; (p) pre-tax margin; (q) pre-tax income; (r) levels of cost savings; (s) operating margin; and/or (t) flows into Janus products (gross or net). Any of the foregoing performance measures may be applied, as determined by the Committee, in respect of the Company or any of its Subsidiaries, affiliates, business units or divisions and/or the Company's or any of its Subsidiaries', affiliate's, business unit's or division's worldwide, regional or country specific operations (or any combination of the foregoing). Performance measures shall specify whether they are to be measured relative to budgeted or other internal goals, operations, performance or results of the Company and/or any of its Subsidiaries, affiliates, business units or divisions, or relative to the performance of one or more peer groups of the Company and/or any of its Subsidiaries, affiliates, business units or divisions, with the composition of any such peer groups to be determined by the Committee at the time the performance measure is established. Performance measures may be stated in the alternative or in combination. The Committee shall have the right but not the obligation to make adjustments to a performance measure to take into account any unusual or extraordinary events, to the extent not inconsistent with the requirements of the Performance-Based Exception. In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing performance measures without obtaining stockholder approval of such changes, and still qualify for the Performance-Based Exception, the Committee shall have sole discretion to make such changes without obtaining stockholder approval.

        2.30 "Performance Period" means the time period during which the Performance Measures must be met.

        2.31 "Period of Restriction" means the period during which the transfer of Restricted Shares is limited in some way (the length of the period being based on the passage of time, the achievement of Performance Measures, or upon the occurrence of other events as determined by the Committee), and the Shares are subject to a substantial risk of forfeiture, as provided in Article 8.

        2.32 "Person" shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a "group" as defined in Section 13(d) thereof.

        2.33 "Plan" has the meaning set forth in Section 1.1.

        2.34 "Plan Committee" has the meaning set forth in Article 3.

        2.35 "Required Withholding" has the meaning set forth in Article 14.

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        2.36 "Restricted Shares" means Shares or Share Units that are subject to forfeiture if the Grantee does not satisfy the conditions specified in the Award Agreement applicable to such Shares or Share Units.

        2.37 "Retirement" means, for any Grantee who is a director or employee of the Company or any Subsidiary, (A) for any Award other than a Share Unit, a Termination of Affiliation by the Grantee upon having both attained age fifty-five (55) and completed at least ten (10) years of service with the Company or a Subsidiary, and (B) for any Share Unit, the Participant having both attained age fifty-five (55) and completed at least ten (10) years of service with the Company or a Subsidiary.

        2.38 "Rule 16b-3" means Rule 16b-3 promulgated by the SEC under the Exchange Act, as amended from time to time, together with any successor rule, as in effect from time to time.

        2.39 "SAR" means a stock appreciation right.

        2.40 "SEC" means the United States Securities and Exchange Commission, or any successor thereto.

        2.41 "Section" means, unless the context otherwise requires, a Section of the Plan.

        2.42 "Section 16 Person" means a person who is subject to potential liability under Section 16(b) of the 1934 Act with respect to transactions involving equity securities of the Company.

        2.43 "Share" means a share of Common Stock.

        2.44 "Share Unit" means a bookkeeping entry representing the equivalent of one share of Common Stock that is payable in the form of Common Stock, cash, or any combination of the foregoing.

        2.45 "Strike Price" of any SAR shall equal, for any Tandem SAR (whether such Tandem SAR is granted at the same time as or after the grant of the related Option), the option price of such Option, or for any other SAR, 100% of the Fair Market Value of a Share on the Grant Date of such SAR; provided that the Committee may specify a higher Strike Price in the Award Agreement.

        2.46 "Subsidiary" means a United States or foreign corporation or limited liability company, partnership or other similar entity with respect to which the Company owns, directly or indirectly, 50% or more of the Voting Power of such corporation, limited liability company, partnership or other similar entity

        2.47 "Tandem SAR" means an SAR that is granted in connection with a related Option, the exercise of which shall require cancellation of the right to purchase a Share under the related Option (and when a Share is purchased under the related Option, the Tandem SAR shall similarly be canceled).

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        2.48 "Termination of Affiliation" occurs on the first day on which an individual is for any reason no longer an employee, director or consultant of the Company or any Subsidiary, or with respect to an individual who is an employee or director of, or consultant to, a corporation which is a Subsidiary, the first day on which such corporation ceases to be a Subsidiary; provided, however, that for each Award subject to Section 409A of the Code, a Termination of Affiliation shall be deemed to have occurred under this Plan with respect to such award on the first day on which an individual has experienced a "separation from service" within the meaning of Section 409A of the Code.

        2.49 "10% Owner" means a person who owns capital stock (including stock treated as owned under Section 424(d) of the Code) possessing more than 10% of the total combined voting power of all classes of capital stock of the Company or any Subsidiary.

        2.50 "Voting Power" means the combined voting power of the then-outstanding securities of a corporation entitled to vote generally in the election of directors.

ARTICLE 3

ADMINISTRATION

        3.1    Committee.

        (a)   Subject to Article 13 and to Section 3.2, the Plan shall be administered by the Board, or a committee appointed by the Board to administer the Plan (the "Plan Committee"). To the extent the Board considers it desirable to comply with or qualify under Rule 16b-3 or meet the Performance-Based Exception, the Plan Committee shall consist of two or more directors of the Company, all of whom qualify as Outside Directors and "non-employee directors" within the meaning of Rule 16b-3. The number of members of the Plan Committee shall from time to time be increased or decreased, and shall be subject to such conditions, in each case as the Board deems appropriate to permit transactions in Shares pursuant to the Plan to satisfy such conditions of Rule 16b-3 and the Performance-Based Exception as then in effect.

        (b)   The Board or the Plan Committee may appoint and delegate to another committee ("Management Committee") any or all of the authority of the Board or the Committee, as applicable, with respect to Awards to Grantees other than Grantees who are Section 16 Persons at the time any such delegated authority is exercised. With respect to Awards that are intended to meet the Performance-Based Exception and that are made to a Grantee who is expected to be a Covered Employee, such delegation shall not include any authority, which if exercised by the Management Committee rather than by the Plan Committee, would cause the Grantee's Award to fail to meet the Performance-Based Exception.

        (c)   Any references herein to "Committee" are references to the Board, or the Plan Committee or the Management Committee, as applicable.

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        3.2    Powers of Committee.

        Subject to the express provisions of the Plan, the Committee has full and final authority and sole discretion as follows:

        (a)   to determine when, to whom and in what types and amounts Awards should be granted and the terms and conditions applicable to each Award, including the benefit payable under any SAR, and whether or not specific Awards shall be granted in connection with other specific Awards, and if so whether they shall be exercisable cumulatively with, or alternatively to, such other specific Awards;

        (b)   to determine the amount, if any, that a Grantee shall pay for Restricted Shares, whether to permit or require the payment of cash dividends thereon to be deferred and the terms related thereto, when Restricted Shares (including Restricted Shares acquired upon the exercise of an Option) shall be forfeited and whether such shares shall be held in escrow;

        (c)   to construe and interpret the Plan and to make all determinations necessary or advisable for the administration of the Plan;

        (d)   to make, amend, and rescind rules relating to the Plan, including rules with respect to the exercisability and nonforfeitability of Awards upon the Termination of Affiliation of a Grantee;

        (e)   to determine the terms and conditions of all Award Agreements (which need not be identical) and, with the consent of the Grantee, to amend any such Award Agreement at any time, among other things, to permit transfers of such Awards to the extent permitted by the Plan; provided that the consent of the Grantee shall not be required for any amendment which (i) does not adversely affect the rights of the Grantee, or (ii) is necessary or advisable (as determined by the Committee) to carry out the purpose of the Award as a result of any new or change in existing applicable law;

        (f)    to cancel, with the consent of the Grantee, outstanding Awards and to grant new Awards in substitution therefore;

        (g)   to accelerate the exercisability (including exercisability within a period of less than six months after the Grant Date) or the vesting of, and to accelerate or waive any or all of the terms and conditions applicable to, any Award or any group of Awards for any reason and at any time, including in connection with a Termination of Affiliation;

        (h)   subject to Section 5.3, to extend the time during which any Award or group of Awards may be exercised;

        (i)    to make such adjustments or modifications to Awards to Grantees working outside the United States as are advisable to fulfill the purposes of the Plan or to comply with applicable local law;

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        (j)    to impose such additional terms and conditions upon the grant, exercise or retention of Awards as the Committee may, before or concurrently with the grant thereof, deem appropriate, including limiting the percentage of Awards which may from time to time be exercised by a Grantee; and

        (k)   to take any other action with respect to any matters relating to the Plan for which it is responsible.

        All determinations on all matters relating to the Plan or any Award Agreement may be made in the sole and absolute discretion of the Committee, and all such determinations of the Committee shall be final, conclusive and binding on all Persons. No member of the Committee shall be liable for any action or determination made with respect to the Plan or any Award.

ARTICLE 4

SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS

        4.1    Number of Shares Available for Grants.    Subject to adjustment as provided in Section 4.2, the number of Shares hereby reserved for issuance under the Plan shall be 15,000,000. No more than 5,000,000 of the shares reserved for issuance pursuant to the preceding sentence shall be issued as restricted stock, restricted stock units or stock awards. Notwithstanding anything herein to the contrary, all Shares subject to a SAR award that are settled in Shares shall be counted in full against the number of shares reserved for issuance under the Plan. The number of Shares for which Awards may be granted to any Grantee on any Grant Date, when aggregated with the number of Shares for which Awards have previously been granted to such Grantee in the same calendar year, shall not exceed one percent (1%) of the total Shares outstanding as of such Grant Date; provided, however, that the total number of Shares for which Awards may be granted to any Grantee in any calendar year shall not exceed 2,000,000. For purposes of determining the maximum for a Grantee under the preceding sentence, any Award of Shares that the Grantee receives under the Company's Employment Inducement Award Plan shall be treated as if it were an Award of Shares under this Plan. Determinations made in respect of the limitation set forth above shall be made in a manner consistent with Section 162(m) of the Code. If any Shares subject to an Award granted hereunder are forfeited, terminated, expired or canceled or such Award otherwise terminates without the issuance of such Shares or of other consideration in lieu of such Shares, the Shares subject to such Award, to the extent of any such forfeiture, termination, expiration or cancellation shall again be available for grant under the Plan (without a charge against the aggregate number of Shares available for issuance hereunder). The Committee may from time to time determine the appropriate methodology for calculating the number of Shares (i) issued pursuant to the Plan, and (ii) granted to any Grantee pursuant to the Plan. Shares issued pursuant to the Plan may be treasury Shares or newly-issued Shares.

        4.2    Adjustments in Authorized Shares.    In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, subdivision,

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consolidation or reduction of capital, reorganization, merger, scheme of arrangement, split-up, spin-off or combination involving the Company or repurchase or exchange of Shares or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that any adjustment is determined by the Committee to be appropriate in order 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 any or all of (i) the number and type of Shares (or other securities or property) with respect to which Awards may be granted, (ii) the number and type of Shares (or other securities or property) subject to outstanding Awards, and (iii) the grant or exercise price with respect to any Award or, if deemed appropriate, cancel an outstanding Award, in exchange for, if deemed appropriate, a cash payment to the holder of an outstanding Award or the substitution of other property for Shares subject to an outstanding Award; provided, in each case that with respect to Awards of Incentive Stock Options no such adjustment shall be authorized to the extent that such adjustment would cause the Plan to violate Section 422(b)(1) of the Code or any successor provision thereto; and provided further, that with respect to Options and SARs, such adjustment shall be made in accordance with the provisions of Section 424(h) of the Code; and, provided further, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.

ARTICLE 5

ELIGIBILITY AND GENERAL CONDITIONS OF AWARDS

        5.1    Eligibility.    The Committee may grant Awards to any Eligible Person, whether or not he or she has previously received an Award.

        5.2    Grant Date.    The Grant Date of an Award shall be the date on which the Committee grants the Award or such later date as specified by the Committee.

        5.3    Maximum Term.    Except with respect to an Option Award, the term during which an Award may be outstanding shall under no circumstances extend more than 10 years after the Grant Date, and shall be subject to earlier termination as herein provided.

        5.4    Award Agreement.    To the extent not set forth in the Plan, the terms and conditions of each Award (which need not be the same for each grant or for each Grantee) shall be set forth in an Award Agreement.

        5.5    Restrictions on Share Transferability.    The Committee may impose such restrictions on any Shares acquired pursuant to the exercise or vesting of an Award as it may deem advisable, including restrictions under applicable federal securities laws.

        5.6    Termination of Affiliation.    Except as otherwise provided by the Committee or in the applicable Award Agreement, and subject to the provisions of Article 12, the extent to which the Grantee shall have the right to exercise, vest in, or receive payment in respect of an Award following Termination of Affiliation shall be determined in accordance with the following provisions of this Section 5.6.

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        (a)   For Cause.    If a Grantee has a Termination of Affiliation for Cause, (i) the Grantee's Restricted Shares that are forfeitable shall thereupon be forfeited, subject to the provisions of Section 8.6 regarding repayment of certain amounts to the Grantee; and (ii) any unexercised Option or SAR shall terminate effective immediately upon such Termination of Affiliation.

        (b)   On Account of Death or Disability.    If a Grantee has a Termination of Affiliation on account of death or Disability, then:

        (1)   the Grantee's Restricted Shares that were forfeitable shall thereupon become nonforfeitable; and

        (2)   any unexercised Option or SAR, whether or not exercisable on the date of such Termination of Affiliation, may be exercised, in whole or in part, within the first 12 months after such Termination of Affiliation (but only during the option term) and shall terminate immediately thereafter; such Option or SAR may be exercised to the extent permitted under this section by the Grantee or, after his or her death, by (i) his or her personal representative or the person to whom the Option or SAR, as applicable, is transferred by will or the applicable laws of descent and distribution, or (ii) the Grantee's beneficiary designated in accordance with Article 9.

        (c)   On Account of Retirement.    If a Grantee has a Termination of Affiliation on account of Retirement, then:

        (1)   any unexercised Option or SAR, whether or not exercisable on the date of such Termination of Affiliation, may be exercised, in whole or in part, within the first five years after such Termination of Affiliation (but only during the option term) and shall terminate immediately thereafter; such Option or SAR may be exercised to the extent permitted under this section by the Grantee or, after his or her death, by (i) his or her personal representative or the person to whom the Option or SAR, as applicable, is transferred by will or the applicable laws of descent and distribution, or (ii) the Grantee's beneficiary designated in accordance with Article 9.

        (d)   Any Other Reason.    If a Grantee has a Termination of Affiliation for any reason other than for Cause, death, Disability or Retirement, then:

        (1)   the Grantee's Restricted Shares, to the extent forfeitable on the date of the Grantee's Termination of Affiliation, shall be forfeited on such date;

        (2)   if such Termination of Affiliation is the result of the Grantee's voluntary termination of employment, any unexercised Option or SAR, to the extent not exercisable immediately before the Grantee's Termination of Affiliation shall terminate immediately upon such Termination of Affiliation, and to the extent exercisable immediately before the Grantee's Termination of Affiliation, may be exercised in whole or in part, not later than three months after such Termination of Affiliation (but only during the option term) and shall terminate immediately thereafter; such Option or SAR may be exercised to the extent permitted under this section by the Grantee or, after his or her death, by (i) his or her personal representative or the person to whom the Option or

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SAR, as applicable, is transferred by will or the applicable laws of descent and distribution, or (ii) the Grantee's beneficiary designated in accordance with Article 9; and

        (3)   if such Termination of Affiliation is the result of the Grantee's termination of employment by the Company or a Subsidiary (other than for Cause), then, any unexercised Option, whether or not exercisable immediately before the Grantee's Termination of Affiliation, may be exercised in whole or in part, not later than three months after such Termination of Affiliation (but only during the option term) and shall terminate immediately thereafter; such Option or SAR may be exercised to the extent permitted under this section by the Grantee or, after his or her death, by (i) his or her personal representative or the person to whom the Option is transferred by will or the applicable laws of descent and distribution, or (ii) the Grantee's beneficiary designated in accordance with Article 9.

        5.7    Nontransferability of Awards.

        (a)   Except as provided in Section 5.7(c) below, each Award, and each right under any Award, shall be exercisable only by the Grantee during the Grantee's lifetime, or, if permissible under applicable law, by the Grantee's guardian or legal representative.

        (b)   Except as provided in Section 5.7(c) below, no Award (prior to the time, if applicable, Shares are issued in respect of such Award), and no right under any Award, may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Grantee otherwise than by will or by the laws of descent and distribution (or in the case of Restricted Shares, to the Company), and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Subsidiary; provided, that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

        (c)   To the extent and in the manner permitted by the Committee, and subject to such terms, conditions, restrictions or limitations that may be prescribed by the Committee, a Grantee may transfer an Award (other than an Incentive Stock Option) to (i) a spouse, sibling, parent, child (including an adopted child) or grandchild (any of which, an "Immediate Family Member") of the Grantee; (ii) a trust, the primary beneficiaries of which consist exclusively of the Grantee or Immediate Family Members of the Grantee; or (iii) a corporation, partnership or similar entity, the owners of which consist exclusively of the Grantee or Immediate Family Members of the Grantee.

        5.8    Cancellation and Rescission of Awards.    Unless the Award Agreement specifies otherwise, the Committee may cancel, rescind, suspend, withhold, or otherwise limit or restrict any unexercised Award at any time if the Grantee is not in compliance with all applicable provisions of the Award Agreement and the Plan or if the Grantee has a Termination of Affiliation for Cause.

        5.9    Loans and Guarantees.    The Committee may, subject to applicable law, (i) allow a Grantee to defer payment to the Company of all or any portion of the option price of an Option or the purchase price of Restricted Shares, or (ii) cause the Company to loan to the

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Grantee, or guarantee a loan from a third party to the Grantee for, all or any portion of the option price of an Option or the purchase price of Restricted Shares or all or any portion of any taxes associated with the exercise of, nonforfeitability of, or payment of benefits in connection with, an Award. Any such payment deferral, loan or guarantee by the Company shall be on such terms and conditions as the Committee may determine. Notwithstanding the foregoing, the Company shall not loan to the Grantee, or guarantee a loan from a third party to the Grantee, as described in the preceding sentence, if such loan is prohibited under Section 402 of the Sarbanes-Oxley Act of 2002, as may be amended.

ARTICLE 6

STOCK OPTIONS

        6.1    Grant of Options.    Subject to the terms and provisions of the Plan, Options may be granted to any Eligible Person in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee. Without in any manner limiting the generality of the foregoing and in a manner intended to comply with Section 409A of the Code, the Committee may grant to any Eligible Person, or permit any Eligible Person to elect to receive, an Option in lieu of or in substitution for any other compensation (whether payable currently or on a deferred basis, and whether payable under this Plan or otherwise) which such Eligible Person may be eligible to receive from the Company or a Subsidiary.

        6.2    Award Agreement.    Each Option grant shall be evidenced by an Award Agreement that shall specify the option price, the option term, the number of shares to which the Option pertains, the time or times at which such Option shall be exercisable and such other provisions as the Committee shall determine. In no event shall the Option be exercisable for a period of more than seven (7) years from its Grant Date, provided that it may be subject to earlier termination as provided herein or in the applicable Award Agreement.

        6.3    Option Price.    The option price of an Option under this Plan shall be determined by the Committee, and shall be equal to or more than 100% of the Fair Market Value of a Share on the Grant Date; provided, however, that any Option that is (x) granted to a Grantee in connection with the acquisition ("Acquisition"), however effected, by the Company of another corporation or entity ("Acquired Entity") or the assets thereof, (y) associated with an option to purchase shares of stock of the Acquired Entity or an affiliate thereof ("Acquired Entity Option") held by such Grantee immediately prior to such Acquisition, and (z) intended to preserve for the Grantee the economic value of all or a portion of such Acquired Entity Option ("Substitute Option") may, to the extent necessary to achieve such preservation of economic value, be granted with an option price that is less than 100% of the Fair Market Value of a Share on the Grant Date, provided that such grant is made in a manner that will not result in the Substitute Option being subject to the requirements of Section 409A of the Code.

        6.4    Grant of Incentive Stock Options.    At the time of the grant of any Option, the Committee may designate that such Option shall be made subject to additional restrictions to permit it to qualify as an "incentive stock option" under the requirements of Section 422 of the

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Code. Any Option designated as an Incentive Stock Option shall, to the extent required by Section 422 of the Code:

        (a)   if granted to a 10% Owner, have an option price not less than 110% of the Fair Market Value of a Share on its Grant Date;

        (b)   be exercisable for a period of not more than seven (7) years (five years in the case of an Incentive Stock Option granted to a 10% Owner) from its Grant Date, and be subject to earlier termination as provided herein or in the applicable Award Agreement;

        (c)   not have an aggregate Fair Market Value (as of the Grant Date of each Incentive Stock Option) of the Shares with respect to which Incentive Stock Options (whether granted under the Plan or any other stock option plan of the Grantee's employer or any parent or Subsidiary thereof ("Other Plans")) are exercisable for the first time by such Grantee during any calendar year, determined in accordance with the provisions of Section 422 of the Code, which exceeds $100,000 (the "$100,000 Limit");

        (d)   if the aggregate Fair Market Value of the Shares (determined on the Grant Date) with respect to the portion of such grant which is exercisable for the first time during any calendar year ("Current Grant") and all Incentive Stock Options previously granted under the Plan and any Other Plans which are exercisable for the first time during the same calendar year ("Prior Grants") would exceed the $100,000 Limit be exercisable as follows:

        (1)   the portion of the Current Grant which would, when added to any Prior Grants, be exercisable with respect to Shares which would have an aggregate Fair Market Value (determined as of the respective Grant Date for such options) in excess of the $100,000 Limit shall, notwithstanding the terms of the Current Grant, be exercisable for the first time by the Grantee in the first subsequent calendar year or years in which it could be exercisable for the first time by the Grantee when added to all Prior Grants without exceeding the $100,000 Limit; and

        (2)   if, viewed as of the date of the Current Grant, any portion of a Current Grant could not be exercised under the preceding provisions of this Section during any calendar year commencing with the calendar year in which it is first exercisable through and including the last calendar year in which it may by its terms be exercised, such portion of the Current Grant shall not be an Incentive Stock Option, but shall be exercisable as an Option which is not an Incentive Stock Option at such date or dates as are provided in the Current Grant;

        (e)   be granted within seven (7) years from the earlier of the date the Plan is adopted or the date the Plan is approved by the stockholders of the Company; and

        (f)    by its terms not be assignable or transferable other than by will or the laws of descent and distribution and may be exercised, during the Grantee's lifetime, only by the Grantee; provided, however, that the Grantee may, in any manner permitted by the Plan and specified by the Committee, designate in writing a beneficiary to exercise his or her Incentive Stock Option after the Grantee's death.

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        Any Option designated as an Incentive Stock Option shall also require the Grantee to notify the Committee of any disposition of any Shares issued pursuant to the exercise of the Incentive Stock Option under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions) (any such circumstance, a "Disqualifying Disposition"), within 10 days of such Disqualifying Disposition.

        Notwithstanding Section 3.2(e), the Committee may, without the consent of the Grantee, at any time before the exercise of an Option (whether or not an Incentive Stock Option), take any action necessary to prevent such Option from being treated as an Incentive Stock Option.

        6.5    Payment.    Options granted under this Article 6 shall be exercised by the delivery of a written notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares made by any one or more of the following means subject to the approval of the Committee:

        (a)   cash, personal check or wire transfer;

        (b)   Shares, valued at their Fair Market Value on the date of exercise;

        (c)   Restricted Shares, each such Share valued at the Fair Market Value of a Share on the date of exercise;

        (d)   subject to applicable law, pursuant to procedures approved by the Committee, through the sale of the Shares acquired on exercise of the Option, valued at their Fair Market Value in the date of exercise, sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise; or

        (e)   when permitted by the Committee, payment may also be made in accordance with Section 5.9.

        If any Restricted Shares ("Tendered Restricted Shares") are used to pay the option price, a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option.

ARTICLE 7

STOCK APPRECIATION RIGHTS

        7.1    Grant of SARs.    Subject to the terms and conditions of the Plan, SARs may be granted to any Eligible Person at any time and from time to time as shall be determined by the Committee. The Committee may grant Freestanding SARs, Tandem SARs, or any combination thereof. The Committee shall determine the number of SARs granted to each Grantee (subject to Article 4), the Strike Price thereof, and, consistent with Section 7.2 and the other provisions of the Plan, the other terms and conditions pertaining to such SARs. The Strike Price shall be

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determined by the Committee, and shall be equal to or more than 100% of the Fair Market Value of a Share on the Grant Date; provided, however, that any Option that is (x) granted to a Grantee in connection with the acquisition ("Acquisition"), however effected, by the Company of another corporation or entity ("Acquired Entity") or the assets thereof, (y) associated with an option to purchase shares of stock of the Acquired Entity or an affiliate thereof ("Acquired Entity Option") held by such Grantee immediately prior to such Acquisition, and (z) intended to preserve for the Grantee the economic value of all or a portion of such Acquired Entity Option ("Substitute Option") may, to the extent necessary to achieve such preservation of economic value, be granted with an option price that is less than 100% of the Fair Market Value of a Share on the Grant Date, provided that such grant is made in a manner that will not result in the Substitute Option being subject to the requirements of Section 409A of the Code.

        7.2    Exercise of Tandem SARs.    Tandem SARs may be exercised for all or part of the Shares subject to the related Award upon the surrender of the right to exercise the equivalent portion of the related Award. A Tandem SAR may be exercised only with respect to the Shares for which its related Award is then exercisable. Notwithstanding any other provision of this Plan to the contrary, with respect to a Tandem SAR, (i) the Tandem SAR will expire no later than the expiration of the underlying Option; (ii) the value of the payout with respect to the Tandem SAR may be for no more than 100% of the difference between the option price of the underlying Option and the Fair Market Value of the Shares subject to the underlying Option at the time the Tandem SAR is exercised; and (iii) the Tandem SAR may be exercised only when the Fair Market Value of the Shares subject to the Option exceeds the option price of the Option.

        7.3    Payment of SAR Amount.    Upon exercise of an SAR, the Grantee shall be entitled to receive payment from the Company in an amount determined by multiplying:

        (a)   the excess of the Fair Market Value of a Share on the date of exercise over the Strike Price;

by

        (b)   the number of Shares with respect to which the SAR is exercised;

provided that the Committee may provide in the Award Agreement that the benefit payable on exercise of an SAR shall not exceed such percentage of the Fair Market Value of a Share on the Grant Date as the Committee shall specify. As provided by the Committee in the Award Agreement, the payment upon exercise of a Freestanding SAR or Tandem SAR shall either be in Shares which have an aggregate Fair Market Value (as of the date of exercise of the SAR) equal to the amount of the payment or cash.

ARTICLE 8

RESTRICTED SHARES

        8.1    Grant of Restricted Shares.    Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Restricted Shares to any Eligible Person in such amounts as the Committee shall determine.

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        8.2    Award Agreement.    Each grant of Restricted Shares shall be evidenced by an Award Agreement that shall specify the period(s) of restriction, the number of Restricted Shares granted, and such other provisions as the Committee shall determine including, with respect to each Restricted Share that is also a Share Unit, the time and form of payment of such Restricted Share; provided, however, that with respect to Restricted Shares that are also Share Units, if such Share Units would be subject to Section 409A of the Code, the provisions of such Share Unit shall comply with the requirements set forth in Section 409A of the Code.

        8.3    Restrictions.    The Committee may impose such conditions and/or restrictions on any Restricted Shares granted pursuant to the Plan as it may deem advisable, including restrictions based upon the achievement of Performance Measures, the achievement of individual performance goals, time-based restrictions on vesting, and/or restrictions under applicable securities laws. If vesting conditions relate exclusively to the passage of time and continued employment, then, except for grants to newly hired employees or newly engaged consultants or directors, such time period shall not be less than 36 months, with ¹/3 of the Award vesting every 12 months from the date of the Award, subject to Article 12 and Sections 5.6 and 8.4 of the Plan.

        8.4    Retirement.    Unless otherwise provided by the Committee, the Grantee's Restricted Shares shall become nonforfeitable upon the Grantee having both attained age fifty-five (55) and completed at least ten (10) years of service with the Company or a Subsidiary; provided, however, that, notwithstanding anything to the contrary contained in Section 5.7, such Shares that become nonforfeitable pursuant to this provision shall be nontransferable until the Grantee's Retirement.

        8.5    Consideration.    The Committee shall determine the amount, if any, that a Grantee shall pay for Restricted Shares. Such payment shall be made in full by the Grantee before the delivery of the shares or share units and in any event no later than 10 business days after the Grant Date for such shares or share units.

        8.6    Effect of Forfeiture.    If Restricted Shares are forfeited, and if the Grantee was required to pay for such shares or share units or acquired such Restricted Shares upon the exercise of an Option, the Grantee shall be deemed to have resold such Restricted Shares to the Company at a price equal to the lesser of (x) the amount paid by the Grantee for such Restricted Shares, or (y) the Fair Market Value of a Share or Share Unit on the date of such forfeiture. The Company shall pay to the Grantee the required amount as soon as is administratively practical. Such Restricted Shares shall cease to be outstanding, and shall no longer confer on the Grantee thereof any rights as a stockholder of the Company, from and after the date of the event causing the forfeiture, whether or not the Grantee accepts the Company's tender of payment for such Restricted Shares.

        8.7    Escrow; Legends.    The Committee may provide that the certificates for any Restricted Shares (x) shall be held (together with a stock power executed in blank by the Grantee) in escrow by the Secretary of the Company until such Restricted Shares become nonforfeitable or are forfeited and/or (y) shall bear an appropriate legend restricting the transfer of such Restricted Shares. If any Restricted Shares become nonforfeitable, the Company shall cause any certificates for such Shares to be issued without such legend.

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ARTICLE 9

BENEFICIARY DESIGNATION

        Each Grantee under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Grantee, shall be in a form prescribed by the Company, and will be effective only when filed by the Grantee in writing with the Company during the Grantee's lifetime. In the absence of any such designation, benefits remaining unpaid at the Grantee's death shall be paid to the Grantee's estate.

ARTICLE 10

DEFERRALS

        The Committee may require or permit Grantees to elect to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due by virtue of the exercise of an Option or SAR or the lapse or waiver of restrictions with respect to Restricted Shares under such rules and procedures as established under the Plan or such other rules and procedures as the Committee shall establish; provided, however, to the extent that such deferral is subject to Section 409A of the Code the rules and procedures established by the Committee shall comply with Section 409A of the Code. Except as otherwise provided in an Award Agreement, any payment or any Shares that are subject to such deferral shall be made or delivered to the Grantee upon the Grantee's Termination of Affiliation.

ARTICLE 11

RIGHTS OF EMPLOYEES/DIRECTORS/CONSULTANTS

        11.1    Employment.    Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate any Grantee's employment, directorship or consultancy at any time, nor confer upon any Grantee the right to continue in the employ or as a director or consultant of the Company.

        11.2    Participation.    No employee, director or consultant shall have the right to be selected to receive an Award under the Plan or, having been so selected, to be selected to receive a future Award.

        11.3    Dividend Equivalents.    Subject to the provisions of the Plan and any Award, the recipient of an Award (including any Award deferred in accordance with procedures established pursuant to Article 10) may, if so determined by the Committee, be entitled to receive, currently or on a deferred basis, cash, stock or other property dividends, or cash payments in amounts equivalent to cash, property, or other property dividends on shares of Common Stock ("Dividend Equivalents") with respect to the number of shares of Common Stock covered by the Award, as determined by the Committee, in its sole discretion, and the

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Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional shares or otherwise reinvested; provided, however, that if such payment of dividends or Dividend Equivalents would be subject to Section 409A of the Code, no such payment may be made if it would fail to comply with the requirements set forth in Section 409A of the Code.

ARTICLE 12

CHANGE OF CONTROL

        12.1    General Rules.    Except as otherwise provided in an Award Agreement, if a Change of Control occurs, then:

        (a)   the Grantee's Restricted Shares that were forfeitable shall thereupon become nonforfeitable; and

        (b)   any unexercised Option or SAR, whether or not exercisable on the date of such Change of Control, shall thereupon be fully exercisable and may be exercised, in whole or in part.

        12.2    409A Exception.    With respect to each Award that is subject to Section 409A of the Code, if a Change in Control would have occurred under the Plan pursuant to the definition in Section 2.6 except that such Change in Control does not constitute a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company under Section 409A, then each such Award shall become vested and non-forfeitable; provided, however, that the Grantee shall not be able to exercise the Award, and the Award shall not become payable, except in accordance with the terms of such Award or until such earlier time as the exercise and/or payment complies with Section 409A of the Code.

ARTICLE 13

AMENDMENT, MODIFICATION AND TERMINATION

        13.1    Amendment, Modification, and Termination.    Subject to the terms of the Plan, the Board may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part. To the extent applicable and required by Code Sections 162(m) or 422 or the rules of the New York Stock Exchange (or such other exchange upon which the Company lists its shares for trading) or any other applicable law, rule or regulation, no amendment and no transaction that would constitute a repricing shall be effective unless approved by the Company's stockholders. The Board may delegate to the Plan Committee any or all of the authority of the Board under Section 13.1 to alter, amend, suspend or terminate the Plan.

        13.2    Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events.    The Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including the events described in Section 4.2) affecting the Company or the financial statements of the

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Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan; provided that no such adjustment shall be authorized to the extent that such authority would be inconsistent with the Plan's meeting the requirements of the Performance-Based Exception.

        13.3    Awards Previously Granted.    Notwithstanding any other provision of the Plan to the contrary, no termination, amendment, or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Grantee of such Award.

ARTICLE 14

WITHHOLDING

        14.1    Withholding.

        (a)   Mandatory Tax Withholding.

        (1)   Whenever, under the Plan, Shares are to be delivered upon exercise or payment of an Award or upon Restricted Shares becoming nonforfeitable, or any other event with respect to rights and benefits hereunder, the Company shall be entitled to require (i) that the Grantee remit an amount in cash, or if determined by the Committee, Shares, sufficient to satisfy all federal, state, local and foreign tax withholding requirements related thereto ("Required Withholding"), (ii) the withholding of such Required Withholding from compensation otherwise due to the Grantee or from any Shares or other payment due to the Grantee under the Plan or (iii) any combination of the foregoing.

        (2)   Any Grantee who makes a Disqualifying Disposition or an election under Section 83(b) of the Code shall remit to the Company an amount sufficient to satisfy all resulting Required Withholding; provided that, in lieu of or in addition to the foregoing, the Company shall have the right to withhold such Required Withholding from compensation otherwise due to the Grantee or from any Shares or other payment due to the Grantee under the Plan.

        (b)   Elective Share Withholding.

        (1)   Subject to subsection 14.1(b)(2), a Grantee may elect the withholding ("Share Withholding") by the Company of a portion of the Shares subject to an Award upon the exercise of such Award or upon Restricted Shares becoming non-forfeitable or upon making an election under Section 83(b) of the Code (each, a "Taxable Event") having a Fair Market Value equal to (i) the minimum amount necessary to satisfy Required Withholding liability attributable to the Taxable Event; or (ii) with the Committee's prior approval, a greater amount, not to exceed the estimated total amount of such Grantee's tax liability with respect to the Taxable Event.

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        (2)   Each Share Withholding election shall be subject to the following conditions:

          (i)  any Grantee's election shall be subject to the Committee's discretion to revoke the Grantee's right to elect Share Withholding at any time before the Grantee's election if the Committee has reserved the right to do so in the Award Agreement;

         (ii)  the Grantee's election must be made before the date (the "Tax Date") on which the amount of tax to be withheld is determined; and

        (iii)  the Grantee's election shall be irrevocable.

        14.2    Notification under Code Section 83(b).    If the Grantee, in connection with the exercise of any Option, or the grant of Restricted Shares, makes the election permitted under Section 83(b) of the Code to include in such Grantee's gross income in the year of transfer the amounts specified in Section 83(b) of the Code, then such Grantee shall notify the Company of such election within 10 days of filing the notice of the election with the Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code. The Committee may, in connection with the grant of an Award or at any time thereafter prior to such an election being made, prohibit a Grantee from making the election described above.

ARTICLE 15

SUCCESSORS

        All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise of all or substantially all of the business and/or assets of the Company.

ARTICLE 16

ADDITIONAL PROVISIONS

        16.1    Gender and Number.    Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular and the singular shall include the plural.

        16.2    Severability.    If any part of the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any other part of the Plan. Any Section or part of a Section so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

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        16.3    Requirements of Law.    The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or stock exchanges as may be required. Notwithstanding any provision of the Plan or any Award, Grantees shall not be entitled to exercise, or receive benefits under, any Award, and the Company shall not be obligated to deliver any Shares or other benefits to a Grantee, if such exercise or delivery would constitute a violation by the Grantee or the Company of any applicable law or regulation.

        16.4    Securities Law Compliance.

        (a)   If the Committee deems it necessary to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, the Committee may impose any restriction on Shares acquired pursuant to Awards under the Plan as it may deem advisable. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1993, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company evidence satisfactory to the Company that such registration is not required.

        (b)   If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any stock exchange upon which any of the Company's equity securities are listed, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.

        16.5    No Rights as a Stockholder.    A Grantee shall not have any rights as a stockholder of the Company with respect to the Shares (other than Restricted Shares) which may be deliverable upon exercise or payment of such Award until such shares have been delivered to him or her. Restricted Shares, whether held by a Grantee or in escrow by the Secretary of the Company, shall confer on the Grantee all rights of a stockholder of the Company, except as otherwise provided in the Plan or Award Agreement. At the time of a grant of Restricted Shares, the Committee may require the payment of cash dividends thereon to be deferred and, if the Committee so determines, reinvested in additional Restricted Shares. Stock dividends and deferred cash dividends issued with respect to Restricted Shares shall be subject to the same restrictions and other terms as apply to the Restricted Shares with respect to which such dividends are issued. The Committee may provide for payment of interest on deferred cash dividends.

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        16.6    Nature of Payments.    Awards shall be special incentive payments to the Grantee and shall not be taken into account in computing the amount of salary or compensation of the Grantee for purposes of determining any pension, retirement, death or other benefit under (a) any pension, retirement, profit-sharing, bonus, insurance or other employee benefit plan of the Company or any Subsidiary or (b) any agreement between (i) the Company or any Subsidiary and (ii) the Grantee, except as such plan or agreement shall otherwise expressly provide.

        16.7    Governing Law.    The Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Delaware other than its laws respecting choice of law.

        16.8    Code Section 409A Compliance.    Notwithstanding any provision of the Plan, to the extent that any Award would be subject to Section 409A of the Code, no such Award may be granted if it would fail to comply with the requirements set forth in Section 409A of the Code. To the extent that the Committee determines that the Plan or any Award is subject to Section 409A of the Code and fails to comply with the requirements of Section 409A of the Code, notwithstanding anything to the contrary contained in the Plan or in any Award Agreement, the Committee, reserves the right to amend or terminate the Plan and/or amend, restructure, terminate or replace the Award in order to cause the Award to either not be subject to Section 409A of the Code or to comply with the applicable provisions of such section.

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Exhibit 10.2

2005 Long Term Incentive Stock Plan
TABLE OF CONTENTS
JANUS CAPITAL GROUP INC. 2005 LONG TERM INCENTIVE STOCK PLAN

EX-10.3

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Exhibit 10.3

JANUS LONG TERM INCENTIVE AWARD ("LTI") ACCEPTANCE FORM

[Name]
[Address]
[City, State ZIP]

        With the full execution of this LTI Acceptance Form, the Company grants to [Name] ("you" or "Grantee/Participant"), effective as of February 1, 2008 (the "Grant Date"), a [Restricted Stock Award, Non-Qualified Stock Option Award and Mutual Fund Unit Award] (the "LTI Award[s]") as described below, subject to the attached Company [Plan(s)] and the attached [Appendix/Appendices].

Restricted Stock Award—see Terms of Restricted Stock Award attached as Appendix A
Number of Shares Granted:	[RSA shares]
Share Withholding Election to cover taxes (Please initial one of the following):
1.                        Minimum Tax Withholding Rate (Default)
2.                        Maximum Tax Withholding Rate
3.                        Opt Out of Share Withholding Program
(See Share Withholding Section 4 of Appendix A)
Non-Qualified Stock Option Award—see Terms of Non-Qualified Stock Option Award attached as Appendix [B]
Number of Option Shares Granted:	[Option shares]
Option or Exercise Price:	[Exercise Price]
Expiration Date (7 year term):	[Expiration Date]
(must exercise before the Expiration Date)
Mutual Fund Unit Award—see Terms of Mutual Fund Unit Award attached as Appendix [C]
Value on Grant Date:	[$MFA Value]

        a.     Except as otherwise provided herein, in the Plan[s] and/or any applicable written employment or severance agreement, the LTI Award[s] will become vested and no longer subject to restriction on the vesting dates and in the amounts indicated below, provided that you have not experienced a Termination of Affiliation [and subject to the satisfaction of applicable Section 162(m) performance criteria, if any, as established by the Janus Capital Group Inc. Compensation Committee (the "Committee")]. However, in the event that a vesting date occurs on a day when the New York Stock Exchange is closed, then such vesting date will occur on the next business day.

Date First Exercisable	Percentage Vesting
February 1, 2009	33	%
February 1, 2010	33	%
February 1, 2011	34	%

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        b.     Notwithstanding the provisions of (a) above, if there is a Change of Control, you have a Termination of Affiliation due to death or Disability, or upon Retirement (as defined in the 2005 Long Term Incentive Plan or Mutual Fund Share Investment Plan, as applicable to each individual LTI Award), the LTI Award(s) shall vest in full. Except as provided above, in the event that you have a Termination of Affiliation, any portion of the LTI Award(s) that is unvested, and any of your rights hereunder, shall be terminated, cancelled and forfeited effective immediately upon such Termination of Affiliation.

        c.     In accordance with the Plan[s], the Committee may, in its sole discretion, accelerate the vesting of all or a portion of the LTI Award[s] or waive any or all of the terms and conditions applicable to this LTI Acceptance Form or the attached [Appendix/Appendices].

        d.     Capitalized terms used but not defined in this LTI Acceptance Form have the meaning specified in the Plan[s] and/or in the attached [Appendix/Appendices].

        By executing this LTI Acceptance Form, you indicate your acceptance of the LTI Award[s] set forth above and agree to be bound by the terms, conditions and provisions set forth in the LTI Acceptance Form, the attached [Appendix/Appendices] and the Company Plan[s], all of which are incorporated by reference herein and are an integral part of this LTI Acceptance Form. Please sign and return this LTI Acceptance Form to the Assistant Corporate Secretary's Office in the envelope provided within sixty (60) days after the Company's mailing of this LTI Acceptance Form to you. In the event you fail to return the executed original within sixty (60) days, the Company reserves the right to unilaterally (without your consent) terminate and forfeit the LTI Award[s], suspend or forfeit any vesting event arising from the LTI Award[s], and/or revoke this LTI Acceptance Form and the rights set forth in the attached [Appendix/Appendices]. This LTI Acceptance Form may be executed in counterparts, which together shall constitute one and the same original. This LTI Acceptance Form may be executed by the exchange of facsimile signature pages, provided that by doing so the Grantee/Participant agrees to provide an original signature as soon thereafter as possible.

ACCEPTED AND AGREED TO AS OF THE GRANT DATE:

GRANTEE/PARTICIPANT:

[Name]
JANUS CAPITAL GROUP INC.
By:	By:    Curt R. Foust Title: Assistant Corporate Secretary

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JANUS CAPITAL GROUP INC.
DESIGNATION OF BENEFICIARY

        Subject to the terms of the Company's Plan[s], and in connection with my previously granted long-term incentive awards granted under the Plan[s], if any, and revoking any previous designation in connection with any previous award under the Plan[s] which may be inconsistent herewith, I hereby designate:

(Beneficiary/Trust Name and Relationship)

Address

as my beneficiary to receive upon my death the balance, if any, of my entire previously granted long-term incentive awards, if any, under the Plan[s] and the LTI Award[s]. This designation of beneficiary shall be binding upon my estate and upon my heirs and legatees, and the Company may rely hereon without further authorization from any representative of my estate or any other persons and without inquiring into the terms of my Last Will and Testament or any Codicil thereto. If the beneficiary designated hereinabove shall have predeceased me or if the trust is revoked, then I direct that, upon my death, my estate shall become the beneficiary of all my previously granted long-term incentive awards under the Plan[s] to the extent permitted by, and in accordance with the terms and conditions of the Plan[s] and the LTI Award[s]. I reserve the right to change, in writing, this designation of beneficiary at any time, and I understand that this designation shall not become effective until received by the Company's Corporate Secretary.

        I have executed this Designation of Beneficiary this            day of                                    , 2008.

[Name]

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APPENDIX A—TERMS OF RESTRICTED STOCK AWARD

1.     Grant of Restricted Stock Award.

        Subject to the provisions of this Appendix, the LTI Acceptance Form and the Company's 2005 Long Term Incentive Stock Plan, as may be amended from time to time (the "Plan"), the Company hereby grants to the Grantee the number of restricted shares of common stock of the Company, par value $.01 per share ("Common Stock") identified under the Restricted Stock Award section of the attached LTI Acceptance Form (the "Restricted Stock").

2.     No Right to Continued Employment.

        Nothing in this Appendix or the Plan shall confer upon Grantee any right to continue providing Services to, or be in the employ of, the Company or any Subsidiary or interfere in any way with the right of the Company or any Subsidiary to terminate Grantee's association or employment at any time. For purposes of the LTI Acceptance Form and this Appendix, "Services" shall mean that the Grantee is providing services to the Company or any Subsidiary in the capacity as an employee, a member of the board of directors of the parent company, a trustee of a Janus-affiliated investment company trust, or a consultant pursuant to a written consulting agreement.

3.     Unfair Interference.

        During Grantee's employment with the Company or any Subsidiary and during the twelve months after Termination of Affiliation, Grantee shall not: (i) knowingly and directly solicit, hire or attempt to hire, or assist another in soliciting, hiring or attempting to hire, on behalf of any Competitive Business, any person who is an employee or contractor of the Company or any Subsidiary; or (ii) knowingly and directly divert, attempt to divert, or solicit, or assist another in diverting, attempting to divert or soliciting, the customer business of any Protected Client on behalf of a Competitive Business. For purposes of this section, "Competitive Business" means any business that provides investment advisory or investment management services or related services; and "Protected Client" shall mean any person or entity to whom the Company or any Subsidiary provided investment advisory or investment management services at any point during the six months preceding Grantee's Termination of Affiliation.

4.     Share Withholding Program.

        In connection with Section 11 (pertaining to the withholding of taxes), the Company hereby offers Grantee the opportunity to participate in the Janus share withholding program (the "Program") as more fully described in Exhibit A attached hereto. The Program is voluntary. However, if Grantee opts out of the Program, Grantee will be required to pay the Company the minimum withholding amount on or before each vesting date. Grantee's election, if any, under #1 or #2 of the Restricted Stock Award section of the LTI Acceptance Form will indicate Grantee's acceptance of the terms set forth in Exhibit A and will revoke any previous Program election in connection with a restricted stock award which may be inconsistent herewith.

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5.Issuance of Shares.

        Subject to Section 11 (pertaining to the withholding of taxes), as soon as practicable after each vesting event under Subsection (a) of the LTI Acceptance Form, or if Grantee had a Termination of Affiliation pursuant to Subsection (b) of the LTI Acceptance Form, 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 Appendix or the Plan), the Company shall issue (or cause to be delivered) to the Grantee one or more stock certificates or otherwise transfer shares with respect to the Restricted Stock vesting (or shall take other appropriate steps to reflect the Grantee's unrestricted ownership of all or a portion of the vested Restricted Stock that is subject to this Appendix).

6.     Nontransferability of the Restricted Stock.

        Any unvested shares of the Restricted Stock shall not be transferable by the Grantee by means of sale, assignment, exchange, encumbrance, pledge or otherwise.

7.     Rights as a Stockholder.

        Except as otherwise specifically provided in this Appendix, the Grantee 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 Section 8.

8.     Adjustment in the Event of Change in Stock.

        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 Grantee 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.

9.     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 Grantee in connection with the Restricted Stock, together with any and all other fees and expenses necessarily incurred by the Company in connection therewith.

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10.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 Grantee 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 and/or vesting 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.

11.   Taxes and Withholding.

        No later than the date as of which an amount first becomes includible in the gross income of the Grantee for federal income tax purposes with respect to any Restricted Stock, the Grantee 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 or its agent as set forth in Section 4 above (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 Appendix shall be conditioned on compliance by the Grantee with this Section 11. It is intended that the foregoing provisions of this Section 11 shall normally govern the payment of withholding taxes; however, if withholding is not accomplished under the preceding provisions of this Section 11, the Grantee agrees that the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Grantee, including compensation or the delivery of the Restricted Stock that gives rise to the withholding requirement.

12.   Notices.

        Any notice to be given to the Company shall be addressed to the Company at its principal office, in care of its Assistant Corporate Secretary. Any notice to be given to Grantee shall be addressed to Grantee at the address listed in the Company's records. By a notice given pursuant to this section, either party may designate a different address for notices. Any notice shall have been deemed given (i) when actually delivered to the Company, or (ii) if to the Grantee, when actually delivered; when deposited in the U.S. Mail, postage prepaid and properly addressed to the Grantee; or when delivered by overnight courier.

13.   Binding Effect.

        Except as otherwise provided hereunder, this Appendix shall be binding upon and shall inure to the benefit of the heirs, executors or successors of the parties to this Appendix.

14.   Laws Applicable to Construction.

        The interpretation, performance and enforcement of this Appendix shall be governed by the laws of the State of Delaware without reference to principles of conflict of laws, as applied to contracts executed in and performed wholly within the State of Delaware. In addition to the terms and conditions set forth in this Appendix, the Restricted Stock is subject to the terms and conditions of the Plan, which is hereby incorporated by reference.

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15.   Severability.

        The invalidity or enforceability of any provision of this Appendix shall not affect the validity or enforceability of any other provision of this Appendix.

16.   Conflicts and Interpretation.

        In the event of any conflict between this Appendix and the Plan, the Plan shall control. In the event of any ambiguity in this Appendix, or any matters as to which this Appendix is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (i) interpret the Plan, (ii) prescribe, amend and rescind rules and regulations relating to the Plan, and (iii) make all other determinations deemed necessary or advisable for the administration of the Plan.

17.   Amendment; Section 409A of the Code.

        Except as otherwise provided for in this Appendix, this Appendix may not be modified, amended or waived except by an instrument in writing approved by both parties hereto which specifically states that it is amending this Appendix. However, this Appendix is subject to the power of the Board or the Committee to amend the Plan as provided therein, except that no such amendment shall adversely affect your rights under the LTI Acceptance Form or this Appendix without your consent. The waiver by either party of compliance with any provision of this Appendix shall not operate or be construed as a waiver of any other provision of this Appendix, or of any subsequent breach by such party of a provision of this Appendix. Notwithstanding anything to the contrary contained in the Plan or in this Appendix, to the extent that the Company determines that the Restricted Stock is subject to Section 409A of the Code and fails to comply with the requirements of Section 409A of the Code, the Company reserves the right to amend, restructure, terminate or replace the Restricted Stock in order to cause the Restricted Stock to either not be subject to Section 409A of the Code or to comply with the applicable provisions of such section.

18.   Headings.

        The headings of Sections herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any of the provisions of this Appendix.

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(Share Withholding Program—Restricted Stock Award)

Exhibit A

1.    Definitions.    All capitalized terms used herein to the extent not defined below shall have the meaning set forth in Appendix attached hereto.

        a.     The "Program" shall mean the Company's share withholding program set forth below.

        b.     "Common Stock" shall mean the common stock of the Company.

        c.     "Current Grant" shall mean the terms and restrictions of the LTI Acceptance Form and Appendix, as may be amended, received by the Grantee in connection with one or more grants of restricted Common Stock.

        d.     "Cumulative Grants" shall mean the Current Grant together with additional grants of restricted Common Stock pursuant to the terms of previous and subsequent awards.

2.    Share Withholding Election.    By initialing either #1 or #2 on the LTI Acceptance Form, the Grantee elects to satisfy his or her federal, state and local payroll and income tax withholding obligations arising in connection with the vesting of restricted shares of Common Stock received by the Grantee upon a future vesting event or grant under the Cumulative Grants, as provided in Section 3 below, by participating in the Program. The Grantee is electing to participate in this Program, in part, in order to take advantage of the safe harbor provisions provided by Rule 10b5-1 of the rules promulgated under the Securities Exchange Act of 1934, as amended.

3.    Share Withholding.    The Grantee's share withholding election, as designated under the Restricted Stock Award section of the LTI Acceptance Form, shall be binding on the Grantee. An election based on subsection 3(a) below will result in the sale of the approximate number of shares of Common Stock that will cover the minimum withholding obligations. An election based on subsection 3(b) below will result in the sale of the number of shares of Common Stock to cover up to the approximate maximum tax rate.

        a.    Minimum Tax Withholding Rate.    By electing this Section 3(a) item (corresponds to election #1 under the Restricted Stock Award section of the LTI Acceptance Form), or by not making an affirmative election, the Grantee hereby authorizes and requests that the Company withhold from the shares of Common Stock otherwise issuable to the Grantee in connection with any future vesting event or grant that number of shares of Common Stock having a value, based on the Fair Market Value on the applicable vesting or grant date, approximately equal to the minimum statutory payroll and income tax withholding rate (collectively, the "Withholding Rate") on the applicable vesting or grant date. The Company agrees to pay over to the appropriate taxing authorities an amount approximately equal to the Fair Market Value on the applicable vesting or grant date of the shares of Common Stock withheld pursuant to the immediately preceding sentence. For purposes of this Program, the Withholding Rate for non-employee directors or any other person who is a party to one or more Cumulative Grants but is not an employee of the Company or one of its Subsidiaries shall be 35%, subject to the then-current laws and regulations related to payroll and income tax.

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        b.     Maximum Tax Withholding Rate.    By electing this Section 3(b) (corresponds to election #2 under the Restricted Stock Award section of the LTI Acceptance Form), the Grantee authorizes and requests that the Company take the actions set forth in Section 3(a) above. In addition, the Grantee hereby authorizes and requests that Charles Schwab or other Company designated broker (i) sell from the shares of Common Stock issued to the Grantee in connection with any future vesting event or grant that number of shares of Common Stock generating cash proceeds, after payment of any applicable brokerage fees as agreed to by the Grantee ("Proceeds"), approximately equal to the difference between the maximum statutory payroll and income tax withholding rates and the minimum statutory payroll and income tax withholding rates on the applicable vesting or grant date (such difference, the "Additional Tax Amount"), (ii) remit the Additional Tax Amount to the Company and (iii) credit to the Grantee's account at Charles Schwab or other Company designated broker an amount equal to the excess of such Proceeds over the Additional Tax Amount. For purposes of this Program, the Additional Tax Amount for non-employee directors or any other person who is a party to one or more Grant Agreements but is not an employee of the Company or one of its Subsidiaries shall be 0%. All sales under the foregoing provisions shall be made by Charles Schwab or other Company designated broker on the applicable vesting or grant date or as soon thereafter as practicable. Subject to the foregoing provisions, the timing and manner of execution of any transaction shall be subject to principles of best execution as applied by Charles Schwab or other Company designated broker. The Grantee acknowledges and agrees that Charles Schwab or other Company designated broker, acting consistent with principles of best execution, may be unable to effect sales of the Common Stock due to the Common Stock not trading in sufficient volume at or above a specified limit price, market rules on volume and price priority and precedence, legal or regulatory restrictions, or other factors.

        c.     The Company agrees to promptly pay over to the appropriate taxing authorities the Additional Tax Amount upon receipt of such amount from Charles Schwab or other Company designated broker.

        d.     The Grantee acknowledges and agrees that he or she shall not exercise or attempt to exercise any influence over how, when or whether any sales of shares of Common Stock are made by Charles Schwab or other Company designated broker, except as set forth in the instructions included in this Program.

        e.     "Fair Market Value" means, unless otherwise determined by the Committee, as of any applicable measurement date, (i) the average of the high and low trading prices of the Common Stock on such date on the New York Stock Exchange (or, if no sale of Common Stock was reported for such date, on the preceding date on which a sale of Common Stock was so reported); (ii) if the Common Stock is not listed on the New York Stock Exchange on the applicable measurement date, the average of the high and low trading prices of the Common Stock on such other national exchange on which the Common Stock is principally traded or as reported by the NASDAQ National Market System, or similar organization, or if no such quotations are available, the average of the high bid and low asked quotations in the over-the-counter market as reported by the National Quotation Bureau Incorporated or similar organizations; or (iii) in the event that there shall be no public market for the Common Stock, the fair market value of the Common Stock as determined by the Committee.

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        f.      Shares withheld or sold pursuant to this Program shall be deemed issued and delivered to the Grantee for all purposes of the Cumulative Grants and the Company shall not have any further obligation in respect of any such shares under the Cumulative Grants or otherwise.

        g.     The Grantee acknowledges and agrees that any federal, state, local or foreign tax obligations that exceed the value of the shares of Common Stock withheld pursuant to this Program and/or the Additional Tax Amount remitted by Charles Schwab or other Company designated broker to the Company (if applicable), including without limitation any payroll and income tax withholding obligations in excess of the minimum statutory withholding obligations, shall remain the responsibility of the Grantee and must be paid in full by the Grantee in accordance with the Cumulative Grants and applicable law.

4.    Compliance with Law.    The Grantee hereby irrevocably agrees that the sales of Common Stock pursuant to this Program shall be automatically suspended or cancelled by the Company upon the occurrence of any of the following events:

        a.     The death of the Grantee;

        b.     The proposed sale or sales of Common Stock provided for by this Program would violate Section 16 of the Securities Exchange Act of 1934 or the Rules promulgated thereunder, Rule 144 of the Securities Act of 1933, or any other federal or state law or regulation;

        c.     The Company's Board of Directors votes to suspend all trading of Common Stock;

        d.     The Company commences a public offering of any of its equity securities; or

        e.     The Company has merged, been acquired, or reorganized in any transaction which results in the Common Stock being exchanged or converted.

5.    Miscellaneous.    

        a.     The interpretation, performance and enforcement of this Program shall be governed by the laws of the State of Delaware, without regard to any otherwise applicable conflict of laws principles thereof that would apply the laws of any other state.

        b.     This Program may not be modified, revoked, terminated, amended or waived except by an instrument in writing signed by all parties hereto. The waiver by either party of compliance with any provision of this Program shall not operate or be construed as a waiver of any other provision of this Program or of any subsequent breach by such party of this Program. Once per calendar year, the Company may provide the Grantee with the opportunity to modify, revoke, terminate, amend, waive or otherwise alter the election made pursuant to this Program for future vesting events and grants. The Grantee shall not be permitted to do so at any other time or under any other circumstance unless approved by Company legal counsel. If this Program is so modified, amended or any provision waived, no sales shall be made during the sixty calendar days immediately following such modification, amendment or waiver.

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APPENDIX B—TERMS OF NON-QUALIFIED STOCK OPTION AWARD

1.     Grant of Non-Qualified Stock Option Award.

        Subject to the provisions of this Appendix, the LTI Acceptance Form and the Company's 2005 Long Term Incentive Stock Plan, as may be amended from time to time (the "Plan"), the Company hereby grants to the Grantee a non-qualified stock option (the "Option Award") to purchase that number of shares of the Company's Common Stock ("Shares") identified under the Non-Qualified Stock Option Award section of the LTI Acceptance Form.

2.     Term.

        The Option Award shall expire on the Expiration Date indicated in the Non-Qualified Stock Option Award section of the LTI Acceptance Form, unless terminated earlier as provided herein, in the LTI Acceptance Form or in the Plan. The Option Award must be exercised before the Expiration Date.

3.     Manner of Exercise.

        a.     This Option Award shall be exercised by delivering to the Company (or its authorized agent), during the period in which such Option Award is exercisable, (i) a written notice of your intent to purchase a specific number of Shares pursuant to this Option Award (a "Notice of Exercise"), and (ii) full payment of the Option/Exercise Price for such specific number of Shares. Payment may be made by any one or more of the following means:

          (i)  cash or personal check; or

         (ii)  if approved and permitted by the Committee, through the delivery of Shares having a Fair Market Value on the day of exercise equal to such Option/Exercise Price (the number of Shares may be initially estimated using the Fair Market Value on the last stock trading day preceding the exercise day, with a true-up of any differential effective as of the exercise date), which Shares either (i) have been owned by you for at least six months ("Mature Shares"), or (ii) were purchased by you on the open market. Certificates for Shares shall be properly endorsed with signatures guaranteed (unless such signature guarantee is waived by an officer of the Company), and shall represent Shares which are fully paid, non-assessable, and free and clear from all liens and encumbrances; or

        (iii)  if approved and permitted by the Committee, through the sale of the Shares acquired on exercise of this Option Award through a broker to whom you have submitted irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if required by the Company, the amount of federal, state, local or foreign withholding taxes payable by reason of such exercise. A copy of such delivery instructions must also be delivered to the Company by you with the Notice of Exercise.

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        b.     The exercise of the Option Award shall become effective at the time such a Notice of Exercise has been received by the Company, which must be before the Expiration Date. You will not have any rights as a stockholder of the Company with respect to the Shares deliverable upon exercise of this Option Award until a certificate for such Shares is delivered to you or the Shares are otherwise transferred to you.

        c.     If the Option Award is exercised as permitted herein by any person or persons other than yourself, such Notice of Exercise shall be accompanied by such documentation as the Company may reasonably require, including without limitation, evidence of the authority of such person or persons to exercise the Option Award and evidence satisfactory to the Company that any death taxes payable with respect to such Shares have been paid or provided for.

4.     Exercisability After Termination of Affiliation.

        This Option Award may be exercised only while you are providing Services to the Company or any Subsidiary, except that this Option Award may also be exercised after the date on which you cease providing Services ("Termination Date") in accordance with this section:

        a.     if you have a Termination of Affiliation on account of Retirement, you may exercise this Option Award at any time during the first five years after your Termination Date;

        b.     if you have a Termination of Affiliation on account of death, the executor or administrator of your estate, your heirs or legatees, or beneficiary designated in accordance with the Plan, as applicable, may exercise this Option Award at any time during the first 12 months after your Termination Date;

        c.     if you have a Termination of Affiliation on account of Disability, you may also exercise this Option Award at any time during the first 12 months after your Termination Date;

        d.     if you have a Termination of Affiliation on account of any other reason (other than a dismissal for Cause in which the Option Award will be immediately forfeited), you may exercise the portion of this Option Award that is vested immediately prior to the Termination Date at any time during the first three (3) months after your Termination Date. However, except as otherwise provided in this Section 4, this Option Award may be exercised after your Termination Date only to the extent it is exercisable on the Termination Date, and under no circumstances may this Option Award be exercised on or after the Expiration Date. For purposes of this Section 4, if you are employed by a corporation or limited liability company ("LLC") that is a Subsidiary of the Company, you will be deemed to have had a Termination of Affiliation as of the first day on which such corporation or LLC ceases to be a Subsidiary of the Company.

        For purposes of the LTI Acceptance Form and this Appendix, "Services" shall mean you are providing services to the Company or any Subsidiary in the capacity as an employee, a member of the board of directors of the parent company, a trustee of a Janus-

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affiliated investment company trust, or a consultant pursuant to a written consulting agreement.

5.     No Right to Continued Employment.

        Nothing in this Appendix, the LTI Acceptance Form or the Plan shall confer upon you any right to continue providing Services to, or be in the employ of, the Company or any Subsidiary or interfere in any way with the right of the Company or any Subsidiary to terminate your association or employment at any time.

6.     Unfair Interference.

        During Grantee's employment with the Company or any Subsidiary and during the twelve months after Termination of Affiliation, Grantee shall not: (i) knowingly and directly solicit, hire or attempt to hire, or assist another in soliciting, hiring or attempting to hire, on behalf of any Competitive Business, any person who is an employee or contractor of the Company or any Subsidiary; or (ii) knowingly and directly divert, attempt to divert, or solicit, or assist another in diverting, attempting to divert or soliciting, the customer business of any Protected Client on behalf of a Competitive Business. For purposes of this section, "Competitive Business" means any business that provides investment advisory or investment management services or related services; and "Protected Client" shall mean any person or entity to whom the Company or any Subsidiary provided investment advisory or investment management services at any point during the six months preceding Grantee's Termination of Affiliation.

7.     No Waiver.

        The failure of the Company in any instance to exercise any of its rights granted under this Appendix or the Plan shall not constitute a waiver of any other rights that may arise under this Appendix.

8.     Limited Transferability of Option Award.

        Except as provided in the immediately following sentence, this Option Award is exercisable during your lifetime only by you or your guardian or legal representative, and this Option Award is not transferable except by will or the laws of descent and distribution. To the extent and in the manner permitted by the Committee, and subject to such terms, conditions, restrictions or limitations of this Appendix or the Plan or that may be prescribed by the Committee, you may transfer this Option Award to:

        a.     your spouse, sibling, parent, child (including an adopted child) or grandchild (any of which is an "Immediate Family Member");

        b.     a trust, the primary beneficiaries of which consist exclusively of you or your Immediate Family Members; or

        c.     a corporation, partnership or similar entity, the owners of which consist exclusively of you or your Immediate Family Members.

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9.     Fractional or De Minimis Shares.

        The Option Award shall not be exercisable with respect to a fractional share or with respect to fewer that ten (10) Shares, unless the remaining Shares are fewer than ten (10).

10.   Nonstatutory Option Award.

        This Option Award has been designated by the Committee as a Nonstatutory Option Award; it does not qualify as an incentive stock Option Award.

11.   Taxes.

        a.     The Company is not required to issue Shares upon the exercise of this Option Award unless you first pay to the Company such amount, if any, as may be required by the Company to satisfy any liability it may have to withhold federal, state, local or foreign income or other taxes relating to such exercise. You may elect to satisfy such tax withholding obligation by delivering to the Company a written irrevocable election to have the Company withhold a portion of the Shares purchased upon exercise of the Option Award having a Fair Market Value equal to the amount of taxes required to be withheld; provided, however, that the Committee may, at any time before you file such an election with the Company, revoke your right to make such an election.

        b.     In addition, you may deliver Mature Shares to the Company to satisfy your federal, state and local withholding tax liability above the minimum amount of taxes required to be withheld by the Company, up to your maximum tax liability arising from the exercise of the Option Award; the Committee retains the right, in its sole discretion, to disapprove any particular delivery of shares of Common Stock and the Committee may, at any time before the delivery of such shares, revoke your right to make such delivery.

12.   Attestation to Ownership of Mature Shares.

        Whenever under this Appendix you have the right to deliver Mature Shares to the Company for payment of the Option/Exercise Price pursuant to Section 3(a) or for taxes in excess of the minimum amount of taxes required to be withheld by the Company pursuant to Section 11(b), in lieu of physically delivering such shares to the Company, you may elect to deliver to the Company an affidavit and such other documents attesting to ownership of such Mature Shares in such form as is prescribed by the Company from time to time.

13.   Amendments.

        This Appendix may be amended only by a writing executed by the Company and you which specifically states that it is amending this Appendix except as otherwise provided for in this Appendix; provided that this Appendix is subject to the power of the Board or the Committee to amend the Plan as provided therein, except that no such amendment shall adversely affect your rights under the LTI Acceptance Form or this Appendix without your consent.

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14.   Notices.

        Any notice to be given to the Company shall be addressed to the Company at its principal office, in care of its Assistant Corporate Secretary. Any notice to be given to Grantee shall be addressed to Grantee at the address listed in the Company's records. By a notice given pursuant to this section, either party may designate a different address for notices. Any notice shall have been deemed given (i) when actually delivered to the Company, or (ii) if to the Grantee, when actually delivered; when deposited in the U.S. Mail, postage prepaid and properly addressed to the Grantee; or when delivered by overnight courier.

15.   Binding Effect.

        Except as otherwise provided hereunder, this Appendix shall be binding upon and shall inure to the benefit of the heirs, executors or successors of the parties to this Appendix.

16.   Laws Applicable to Construction.

        The interpretation, performance and enforcement of this Appendix shall be governed by the laws of the State of Delaware without reference to principles of conflict of laws, as applied to contracts executed in and performed wholly within the State of Delaware. In addition to the terms and conditions set forth in this Appendix, the Option Award is subject to the terms and conditions of the Plan, which is hereby incorporated by reference.

17.   Conflicts and Interpretation.

        In the event of any conflict between this Appendix and the Plan, the Plan shall control. In the event of any ambiguity in this Appendix, or any matters as to which this Appendix is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (i) interpret the Plan, (ii) prescribe, amend and rescind rules and regulations relating to the Plan, and (iii) make all other determinations deemed necessary or advisable for the administration of the Plan.

18.   Severability.

        If any part of this Appendix is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not serve to invalidate any part of this Appendix not declared to be unlawful or invalid. Any part so declared unlawful or invalid shall, if possible, be construed in a manner which gives effect to the terms of such part to the fullest extent possible while remaining lawful and valid.

19.   Headings.

        Headings are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Appendix.

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20.   Miscellaneous.

        a.     Notwithstanding anything to the contrary contained in the Plan or in this Appendix, to the extent that the Company determines that the Option Award is subject to Section 409A of the Code and fails to comply with the requirements of Section 409A of the Code, the Company reserves the right to amend, restructure, terminate or replace the Option Award in order to cause the Option Award to either not be subject to Section 409A of the Code or to comply with the applicable provisions of such section.

        b.     Nothing contained in this Appendix or the LTI Acceptance Form obligates you to exercise all or any part of this Option Award.

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APPENDIX C—TERMS OF MUTUAL FUND UNIT AWARD

1.     Grant of Mutual Fund Unit Award.

        Subject to the provisions of this Appendix, the LTI Acceptance Form and the Company's Mutual Fund Share Investment Plan, as may be amended from time to time (the "Plan"), the Company hereby grants to Participant a phantom mutual fund award (the "Mutual Fund Award") as identified in the Mutual Fund Unit Award section of the attached LTI Acceptance Form.

2.     Retail Account Required.

        If you are a U.S. based employee, you must have an open account designated by Janus in order to receive any proceeds or benefits (including vesting) from this Mutual Fund Award. A failure to maintain such an account will subject this Mutual Fund Award to a suspension of vesting or cancellation and forfeiture.

3.     No Right to Continued Employment.

        Nothing in this Appendix or the Plan shall confer upon Participant any right to continue providing Services to, or be in the employ of, the Company or any Subsidiary or interfere in any way with the right of the Company or any Subsidiary to terminate Participant's association or employment at any time. For purposes of the LTI Acceptance Form and this Appendix, "Services" shall mean you are providing services to the Company or any Subsidiary in the capacity as an employee, a member of the board of directors of the parent company, a trustee of a Janus-affiliated investment company trust, or a consultant pursuant to a written consulting agreement.

4.     Unfair Interference.

        During Participant's employment with the Company or any Subsidiary and during the twelve months after Termination of Affiliation, Participant shall not: (i) knowingly and directly solicit, hire or attempt to hire, or assist another in soliciting, hiring or attempting to hire, on behalf of any Competitive Business, any person who is an employee or contractor of the Company or any Subsidiary; or (ii) knowingly and directly divert, attempt to divert, or solicit, or assist another in diverting, attempting to divert or soliciting, the customer business of any Protected Client on behalf of a Competitive Business. For purposes of this section, "Competitive Business" means any business that provides investment advisory or investment management services or related services; and "Protected Client" shall mean any person or entity to whom the Company or any Subsidiary provided investment advisory or investment management services at any point during the six months preceding Participant's Termination of Affiliation.

5.     Allocation Elections.

        a.     During the vesting period, Participant's award will be credited to Participant's Mutual Fund Share Investment Account ("Account"). The award will be deemed invested in the phantom investments selected by Participant pursuant to online elections through the Plan administrative system (www.millimanonline.com) or as otherwise provided by the Company. Participant may change the investment elections from time to time; provided, however, in no event shall Participant be able to make changes to the investment elections more than four (4) times per calendar year and any such change

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should be effective within five (5) days after such election is made. If you are an investment research analyst, or become an investment research analyst during the vesting period of this Mutual Fund Award, you may be required to allocate your investment elections to certain phantom investments as designated in writing by the Director of Research, the Co-Chief Investment Officers or the Chief Executive Officer.

        b.     By accepting this Mutual Fund Award, Participant acknowledges and agrees that (i) Participant will open a Janus-designated account needed to receive any proceeds or benefits (including vesting) from this Mutual Fund Award, unless Participant already has such an account (does not apply to employees based outside of the United States); (ii) account balances are subject to any net appreciation or depreciation accruing from time to time based on Participant's deemed investment election of the Account balance in accordance with Participant's allocation election(s) in effect from time to time; (iii) Participant is solely responsible for any net appreciation or net depreciation in the balance of Participant's Account resulting from Participant's deemed investment elections; (iv) the Company does not guarantee or represent in any manner whatsoever that Participant will realize any appreciation in the balance of the Account as a result of allocating the Account balance for deemed investments in the Janus mutual funds; and (v) any allocation elections must comply with the Company's pre-clearance and applicable prospectus requirements. Participant further agrees and acknowledges that Participant is under no obligation to make a deemed investment election in any particular fund, and, if no such investment election is made, that the balance and any transfers in Participant's Account shall be deemed invested in the Janus Money Market Fund or similar mutual fund if the Janus Money Market Fund is not available.

6.     Distribution upon Vesting.

        Subject to the terms of the Plan (including but not limited to Section 5.3 of the Plan), as soon as practicable following the vesting of all or a portion of Participant's Mutual Fund Award (but in no case later than 2¹/2 months following the end of the taxable year in which an award becomes vested), the value of the vested portion of Participant's Account (subject to applicable tax withholding) will be deposited into a Janus-designated account to purchase the mutual funds in which Participant was invested on a phantom basis at the time such distribution is processed. In the event Participant's chosen mutual funds are not available for purchase by Participant at the time of distribution, the Company has the sole discretion to either purchase different but similar mutual funds or to deposit the net proceeds into the Janus Money Market Fund on behalf of Participant.

7.     Taxes and Withholding.

        No later than the date as of which an amount first becomes includible in Participant's gross income for federal income tax purposes with respect to any Mutual Fund Award, the Company shall withhold all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld.

8.     Amendment; Section 409A of the Code.

        Except as otherwise provided for in this Appendix, this Appendix may not be modified, amended or waived except by an instrument in writing approved by both parties hereto which specifically states that it is amending this Appendix. However, this Appendix is subject to the power of the

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Board or the Committee to amend the Plan as provided therein, except that no such amendment shall adversely affect your rights under the LTI Acceptance Form or this Appendix without your consent. The waiver by either party of compliance with any provision of this Appendix shall not operate or be construed as a waiver of any other provision of this Appendix, or of any subsequent breach by such party of a provision of this Appendix. Notwithstanding anything to the contrary contained in the Plan or in this Appendix, to the extent that the Company determines that the Mutual Fund Award is subject to Section 409A of the Code and fails to comply with the requirements of Section 409A of the Code, the Company reserves the right to amend, restructure, terminate or replace the Mutual Fund Award in order to cause the Mutual Fund Award to either not be subject to Section 409A of the Code or to comply with the applicable provisions of such section.

9.     Notices.

        Any notice to be given to the Company shall be addressed to the Company at its principal office, in care of its Assistant Corporate Secretary. Any notice to be given to Participant shall be addressed to Participant at the address listed in the Company's records. By a notice given pursuant to this section, either party may designate a different address for notices. Any notice shall have been deemed given (i) when actually delivered to the Company, or (ii) if to the Participant, when actually delivered; when deposited in the U.S. Mail, postage prepaid and properly addressed to the Participant; or when delivered by overnight courier.

10.   Binding Effect.

        Except as otherwise provided hereunder, this Appendix shall be binding upon and shall inure to the benefit of the heirs, executors or successors of the parties to this Appendix.

11.   Laws Applicable to Construction.

        The interpretation, performance and enforcement of this Appendix shall be governed by the laws of the State of Delaware without reference to principles of conflict of laws, as applied to contracts executed in and performed wholly within the State of Delaware. In addition to the terms and conditions set forth in this Appendix, the Mutual Fund Award is subject to the terms and conditions of the Plan, which is hereby incorporated by reference.

12.   Severability.

        The invalidity or enforceability of any provision of this Appendix shall not affect the validity or enforceability of any other provision of this Appendix.

13.   Conflicts and Interpretation.

        In the event of any conflict between this Appendix and the Plan, the Plan shall control. In the event of any ambiguity in this Appendix, or any matters as to which this Appendix is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (i) interpret the Plan, (ii) prescribe, amend and rescind rules and regulations relating to the Plan, and (iii) make all other determinations deemed necessary or advisable for the administration of the Plan.

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Exhibit 10.3

JANUS LONG TERM INCENTIVE AWARD ("LTI") ACCEPTANCE FORM
JANUS CAPITAL GROUP INC. DESIGNATION OF BENEFICIARY
APPENDIX A—TERMS OF RESTRICTED STOCK AWARD
( Share Withholding Program—Restricted Stock Award)
Exhibit A
APPENDIX B—TERMS OF NON-QUALIFIED STOCK OPTION AWARD
APPENDIX C—TERMS OF MUTUAL FUND UNIT AWARD

EX-12.1

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Exhibit 12.1

JANUS CAPITAL GROUP INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

		Year Ended December 31,
		2007		2006		2005		2004		2003
		(dollars in millions)
Pretax income from continuing operations, excluding equity in earnings of unconsolidated affiliates		$	322.9	$	243.6	$	202.5	$	283.6	$	815.3
Interest expense			58.8		32.3		28.6		38.4		60.5
Portion of rents representative of an appropriate interest factor			4.9		5.1		5.0		5.5		4.3
Distributed earnings of less than 50% owned affiliates			7.2		7.1		7.1		6.1		2.7
	Income as adjusted	$	393.8	$	288.1	$	243.2	$	333.6	$	882.8
Fixed charges:
Interest expense on indebtedness		$	58.8	$	32.3	$	28.6	$	38.4	$	60.5
Amortized premiums, discounts and capitalized expenses related to indebtness			0.7		0.6		1.2		2.2		4.2
Portion of rents representative of an appropriate interest factor			4.9		5.1		5.0		5.5		4.3
	Total fixed charges	$	64.4	$	38.0	$	34.8	$	46.1	$	69.0
Ratio of Earnings to Fixed Charges			6.11		7.59		6.99		7.23		12.79

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Exhibit 12.1

JANUS CAPITAL GROUP INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

EX-21.1

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Exhibit 21.1

List of Subsidiaries

All subsidiaries of Janus Capital Group Inc. listed below are included in the consolidated financial statements unless otherwise indicated.

Organization	Percentage of Ownership	State or Other Jurisdiction of Incorporation
Bay Isle Financial LLC (1)	100	Delaware
Berger Financial Group LLC (2)	100	Nevada
Enhanced Investment Technologies, LLC (1)	87	Delaware
Janus Capital Management LLC (3)(4)	95	Delaware
Janus Capital Trust Manager Limited (5)	100	Ireland
Janus Distributors LLC (2)	100	Delaware
Janus Holdings Corporation (3)	100	Nevada
Janus Capital Asia Limited (5)	100	Hong Kong
Janus Capital International Limited (5)	100	U.K.
Janus Capital Singapore Pte, Limited (5)	100	Singapore
Janus International Holding LLC (6)	100	Nevada
Janus Management Holdings Corporation (3)	100	Delaware
Janus Services LLC (2)	100	Delaware
Perkins, Wolf, McDonnell and Company, LLC*	30	Delaware
Capital Group Partners, Inc. (3)	100	New York

*

Unconsolidated Affiliate, Accounted for Using the Equity Method

(1)

Subsidiary of Berger Financial Group LLC

(2)

Subsidiary of Janus Capital Management LLC

(3)

Subsidiary of Janus Capital Group Inc.

(4)

95% owned by Janus Capital Group Inc. and 5% owned by Janus Management Holdings Corporation

(5)

Subsidiary of Janus International Holding LLC

(6)

Subsidiary of Janus Holdings Corporation

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Exhibit 21.1

EX-23.1

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

        We consent to the incorporation by reference in Registration Statements on Form S-8 (Nos. 333-115579, 333-59636, 333-41348, 333-41288 and 333,140220), Registration Statement No. 333-116379 on Form S-4, Registration Statement No. 333-143510 on Form S-3ASR and Registration Statements on Form S-3 (Nos. 333-104124, 333-37994, 333-69578 and 333-86606), of our reports dated February 28, 2008, relating to the consolidated financial statements of Janus Capital Group Inc. (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption on January 1, 2007 of the Financial Accounting Standard Board's Interpretation No. 48, Accounting for Uncertainty in Income Taxes), and the effectiveness of Janus Capital Group Inc.'s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Janus Capital Group Inc. for the year ended December 31, 2007.

/s/ Deloitte & Touche LLP
Denver, Colorado
February 28, 2008

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

EX-31.1

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Exhibit 31.1

CERTIFICATION

I, Gary D. Black, certify that:

1.

I have reviewed this annual report on Form 10-K of Janus Capital Group Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 28, 2008

/s/ Gary D. Black Gary D. Black
Chief Executive Officer

A signed original of this written statement required by Section 302 has been provided to Janus Capital Group Inc. and will be retained by Janus Capital Group Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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Exhibit 31.1

CERTIFICATION

EX-32.2

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Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Janus Capital Group Inc. (the "Company") on Form 10-K for the year ended December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gregory A. Frost, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Gregory A. Frost Gregory A. Frost
Executive Vice President and
Chief Financial Officer

Date: February 28, 2008

A signed original of this written statement required by Section 906 has been provided to Janus Capital Group Inc. and will be retained by Janus Capital Group Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002