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  Exhibit 10.14.1    
    


 
 

  AMENDMENT ONE TO THE
  JANUS 401(K), PROFIT SHARING AND
  EMPLOYEE STOCK OWNERSHIP PLAN    
    


 
 

  ARTICLE I
  PREAMBLE    
    


	1.1
	Effective date of Amendment. The Employer adopts this Amendment to the Plan to reflect recent law changes.
This Amendment is effective as indicated below for the respective provisions.



	1.2
	Superseding of inconsistent provisions. This Amendment supersedes the provisions of the Plan to the extent
those provisions are inconsistent with the provisions of this Amendment.



	1.3
	Employer's election. The Employer adopts all the default provisions of this Amendment except as otherwise
elected in the Article XVI of this Amendment.



	1.4
	Construction. Except as otherwise provided in this Amendment, any reference to "Section" in this Amendment
refers only to sections within this Amendment, and is not a reference to the Plan. The Article and Section numbering in this Amendment is solely for purposes of this Amendment, and does not relate to
any Plan article, section or other numbering designations.



	1.5
	Effect of restatement of Plan. If the Employer restates the Plan, then this Amendment shall remain in effect
after such restatement unless the provisions in this Amendment are restated or otherwise become obsolete (e.g., if the Plan is restated onto a plan
document which incorporates PPA provisions). 


 
 

  ARTICLE II
  DEFAULT PROVISIONS    
    


	2.1
	Default Provisions. Unless the Employer elects otherwise in the Article XVI of this Amendment, the
following defaults will apply:



	a.
	If the Plan provides for Employer nonelective contributions and has a vesting schedule for Employer
nonelective contributions that does not meet the Pension Protection Act of 2006 (PPA), then the vesting schedule for any Employer nonelective contributions for Participants who complete an Hour of
Service in a Plan Year beginning after December 31, 2006, will be the schedule below. Such schedule will apply to all Employer nonelective contributions, even those made for
pre-2007 Plan Years. 







If
the Plan has a graded vesting schedule (i.e., the vesting schedule includes a vested percentage that is more than 0% and less than 100%), then the vesting schedule will be a
6-year graded schedule (20% after 2 years of vesting service and an additional 20% for each year thereafter). 



If
the Plan has a cliff vesting schedule that requires more than 3 years of vesting service, then nonelective contributions will be nonforfeitable upon the completion of 3 years of
vesting service.  



	b.
	Nonspousal beneficiary rollovers are not implemented for distributions made between January 1, 2007
and December 31, 2009. (Article VII provides that such distributions must be allowed after December 31, 2009 as required by law.)



	c.
	Hardship distributions for expenses of a beneficiary are not allowed. 



1







 

	d.
	The option to permit in-service distributions at age 62 (with respect to amounts attributable to
a money purchase pension plan, target benefit plan, or any other defined contribution plan that has received a transfer of assets from a pension plan) is not adopted.



	e.
	Qualified Reservist Distributions are not allowed.



	f.
	Continued benefit accruals pursuant to the Heroes Earnings Assistance and Relief Tax Act of 2008 (HEART Act)
are not provided. 



 
 

  ARTICLE III
  NONELECTIVE CONTRIBUTION VESTING    
    


	3.1
	Applicability. This Article applies to Participants who complete an Hour of Service in a Plan Year beginning
after December 31, 2006, with respect to accrued benefits derived from Employer nonelective contributions made in Plan Years beginning after December 31, 2006. Unless otherwise elected
by the Employer in Article XVI, Section 16.2 below, this Article also will apply to all Employer nonelective contributions subject to a vesting schedule, including Employer nonelective
contributions allocated under the Plan terms as of a date in a Plan Year beginning before January 1, 2007.



	3.2
	Vesting schedule. A Participant's accrued benefit derived from Employer nonelective contributions vests as
provided in Section 2.1.a, or if applicable, Article XVI, Section 16.2. 


 
 

  ARTICLE IV
  PARTICIPANT DISTRIBUTION NOTIFICATION    
    


	4.1
	180-day notification period. For any distribution notice issued in Plan Years beginning after
December 31, 2006, any reference to the 90-day maximum notice period prior to distribution in applying the notice requirements of Code §§402(f) (the rollover
notice), 411(a)(11) (Participant's consent to distribution), and 417 (notice under the joint and survivor annuity rules) will become 180 days.



	4.2
	Notice of right to defer distribution. For any distribution notice issued in Plan Years beginning after
December 31, 2006, the description of a Participant's right, if any, to defer receipt of a distribution also will describe the consequences of failing to defer receipt of the distribution. For
notices issued before the 90th day after the issuance of Treasury regulations (unless future Revenue Service guidance otherwise requires), the notice will include: (i) a description
indicating the investment options available under the Plan (including fees) that will be available if the Participant defers distribution; and (ii) the portion of the summary plan description
that contains any special rules that might affect materially a Participant's decision to defer. 


 
 

  ARTICLE V
  ROLLOVER OF AFTER-TAX/ROTH AMOUNTS    
    


	5.1
	Direct rollover to qualified plan/403(b) plan. For taxable years beginning after December 31, 2006, a
Participant may elect to transfer employee (after-tax) or Roth elective deferral contributions by means of a direct rollover to a qualified plan or to a 403(b) plan that agrees to account
separately for amounts so transferred, including accounting separately for the portion of such distribution which is includible in gross income and the portion of such distribution which is not
includible in gross income. 


2







 
 
 

  ARTICLE VI
  DIVESTMENT OF EMPLOYER SECURITIES    
    


	6.1
	Rule applicable to elective deferrals and employee contributions. For Plan Years beginning after
December 31, 2006, if any portion of the account of a Participant (including, for purposes of this Article VI, a beneficiary entitled to exercise the rights of a Participant)
attributable to elective deferrals or employee contributions is invested in publicly-traded Employer securities, the Participant may elect to direct the Plan to divest any such securities, and to
reinvest an equivalent amount in other investment options which satisfy the requirements of Section 6.3.



	6.2
	Rule applicable to Employer contributions. If any portion of a Participant's account attributable to
Employer nonelective or Employer matching contributions is invested in publicly-traded Employer securities, then a Participant who has completed at least 3 years of vesting service, or a
beneficiary of any deceased Participant entitled to exercise the right of a Participant, may elect to direct the Plan to divest any such securities, and to reinvest an equivalent amount in other
investment options which satisfy the requirements of Section 6.3.



	a.
	Three-year phase-in applicable to Employer contributions. For Employer securities
acquired with Employer nonelective or Employer matching contributions during a Plan Year beginning before January 1, 2007, the rule described in this Section 6.2 only applies to the
percentage of the Employer securities (applied separately for each class of securities) as follows: 





 






 



					
	Plan Year



 
	 	Percentage 	 
	 2007
	 	 	33	%
	 2008
	 	 	66	%
	 2009
	 	 	100	%




 

 
	b.
	Exception to phase-in for certain age 55 Participants. The 3-year
phase-in rule of Section 6.2.a does not apply to a Participant who has attained age 55 and who has completed at least 3 years of service before the first Plan Year beginning
after December 31, 2005.


 



	6.3
	Investment options. For purposes of this Article VI, other investment options must include not less
than 3 investment options, other than Employer securities, to which the Participant may direct the proceeds of divestment of Employer securities required by this Article VI, each of which
options is diversified and has materially different risk and return characteristics. The Plan must provide reasonable divestment and reinvestment opportunities at least quarterly. Except as provided
in regulations, the Plan may not impose restrictions or conditions on the investment of Employer securities which the Plan does not impose on the investment of other Plan assets, other than
restrictions or conditions imposed by reason of the application of securities laws or a condition permitted under IRS Notice 2006-107 or other applicable guidance.



	6.4
	Exceptions for certain plans. This Article VI does not apply to a one-participant plan,
as defined in Code §401(a)(35)(E)(iv), or to an employee stock ownership plan ("ESOP") if: (i) there are no contributions to the ESOP (or related earnings) attributable to elective
deferrals or matching contributions; and (ii) the ESOP is a separate plan, for purposes of Code §414(l), from any other defined benefit plan or defined contribution plan maintained
by the same employer or employers.



	6.5
	Treatment as publicly traded Employer securities. Except as provided in Treasury regulations or in Code
§401(a)(35)(F)(ii) (relating to certain controlled groups), a plan holding Employer securities which are not publicly traded Employer securities is treated as holding publicly traded
Employer securities if any Employer corporation, or any member of a controlled group of corporations which includes such Employer corporation (as defined in Code §401(a)(35)(F)(iii)) has
issued a class of stock which is a publicly traded Employer security. 


3







 
 
 

  ARTICLE VII
  DIRECT ROLLOVER OF NON-SPOUSAL DISTRIBUTION    
    


	7.1
	Non-spouse beneficiary rollover right. For distributions after December 31, 2009 (and if
otherwise elected in Article XVI, Section 16.3 of this Amendment, for distributions beginning as of the date specified in such Section), a non-spouse beneficiary who is a
"designated beneficiary" under Code §401(a)(9)(E) and the regulations thereunder, by a direct trustee-to-trustee transfer ("direct rollover"), may roll over all or
any portion of his or her distribution to an individual retirement account the beneficiary establishes for purposes of receiving the distribution. In order to be able to roll over the distribution,
the distribution otherwise must satisfy the definition of an eligible rollover distribution.



	7.2
	Certain requirements not applicable. Although a non-spouse beneficiary may roll over directly a
distribution as provided in Section 7.1, any distribution made prior to January 1, 2010 is not subject to the direct rollover requirements of Code §401(a)(31) (including Code
§401(a)(31)(B), the notice requirements of Code §402(f) or the mandatory withholding requirements of Code §3405(c)). If a non-spouse beneficiary
receives a distribution from the Plan, the distribution is not eligible for a "60-day" rollover.



	7.3
	Trust beneficiary. If the Participant's named beneficiary is a trust, the Plan may make a direct rollover to
an individual retirement account on behalf of the trust, provided the trust satisfies the requirements to be a designated beneficiary within the meaning of Code §401(a)(9)(E).



	7.4
	Required minimum distributions not eligible for rollover. A non-spouse beneficiary may not roll
over an amount which is a required minimum distribution, as determined under applicable Treasury regulations and other Revenue Service guidance. If the Participant dies before his or her required
beginning date and the non-spouse beneficiary rolls over to an IRA the maximum amount eligible for rollover, the beneficiary may elect to use either the 5-year rule or the life
expectancy rule, pursuant to Treas. Reg. §1.401(a)(9)-3, A-4(c), in determining the required minimum distributions from the IRA that receives the
non-spouse beneficiary's distribution. 


 
 

  ARTICLE VIII
  DISTRIBUTION BASED ON BENEFICIARY HARDSHIP    
    


	8.1
	Beneficiary-based distribution. If elected in Article XVI, Section 16.4, then beginning as of
the date specified in such Section, a Participant's hardship event, for purposes of the Plan's safe harbor hardship distribution provisions pursuant to Treas. Reg.
§1.401(k)-1(d)(3)(iii)(B), includes an immediate and heavy financial need of the Participant's primary beneficiary under the Plan, that would constitute a hardship event if it
occurred with respect to the Participant's spouse or dependent as defined under Code §152 (such hardship events being limited to educational expenses, funeral expenses and certain medical
expenses). For purposes of this Article, a Participant's "primary beneficiary under the Plan" is an individual who is named as a beneficiary under the Plan and has an unconditional right to all or a
portion of the Participant's account balance under the Plan upon the Participant's death. 


 
 

  ARTICLE IX
  IN-SERVICE PENSION DISTRIBUTIONS    
    


	9.1
	Age 62 distributions. If elected in Article XVI, Section 16.5, then beginning as of the date
specified in such Section, if the Plan is a money purchase pension plan, a target benefit plan, or any other defined contribution plan that has received a transfer of assets from a pension plan, a
Participant who has attained age 62 and who has not separated from employment may elect to receive a distribution of his or her vested account balance (or in case of a transferee plan, of the
transferred account balance). 


4







 
 
 

  ARTICLE X
  QUALIFIED RESERVIST DISTRIBUTION    
    


	10.1
	401(k) and 403(b) distribution restrictions. If elected in Article XVI, Section 16.6, then
effective as of the date specified in such Section, the Plan permits a Participant to elect a Qualified Reservist Distribution, as defined in this Article X.



	10.2
	Qualified Reservist Distribution defined. A "Qualified Reservist Distribution" is any distribution to an
individual who is ordered or called to active duty after September 11, 2001, if: (i) the distribution is from amounts attributable to elective deferrals in a 401(k) or 403(b) plan;
(ii) the individual was (by reason of being a member of a reserve component, as defined in section 101 of title 37, United States Code) ordered or called to active duty for a period in
excess of 179 days or for an indefinite period; and (iii) the Plan makes the distribution during the period beginning on the date of such order or call, and ending at the close of the
active duty period. 


 
 

  ARTICLE XI
  OTHER 401(k)/401(m) PLAN PROVISIONS    
    


	11.1
	Gap period income on distributed excess contributions and excess aggregate contributions. This Section
applies to excess contributions (as defined in Code §401(k)(8)(B)) and excess aggregate contributions (as defined in Code §401(m)(6)(B)) made with respect to Plan Years
beginning after December 31, 2007. The Plan Administrator will not calculate and distribute allocable income for the gap period (i.e., the period after the close of the Plan Year in
which the excess contribution or excess aggregate contribution occurred and prior to the distribution).



	11.2
	Gap period income on distributed excess deferrals. With respect to 401(k) and 403(b) plan excess deferrals
(as defined in Code §402(g)) made in taxable year 2007, the Plan Administrator must calculate allocable income for the taxable year and also for the gap period (i.e., the period
after the close of the taxable year in which the excess deferral occurred and prior to the distribution); provided that the Plan Administrator will calculate and distribute the gap period allocable
income only if the Plan Administrator in accordance with the Plan terms otherwise would allocate the gap period allocable income to the Participant's account. With respect to 401(k) and 403(b) plan
excess deferrals made in taxable years after 2007, gap period income may not be distributed.



	11.3
	Plan termination distribution availability. For purposes of determining whether the Employer maintains an
alternative defined contribution plan (described in Treas. Reg. §1.401(k)-1(d)(4)(i)) that would prevent the Employer from distributing elective deferrals (and other amounts,
such as QNECs, that are subject to the distribution restrictions that apply to elective deferrals) from a terminating 401(k) plan, an alternative defined contribution plan does not include an employee
stock ownership plan defined in Code §§4975(e)(7) or 409(a), a simplified employee pension as defined in Code §408(k), a SIMPLE IRA plan as defined in Code
§408(p), a plan or contract that satisfies the requirements of Code §403(b), or a plan that is described in Code §§457(b) or (f). 


 
 

  ARTICLE XII
  QUALIFIED OPTIONAL SURVIVOR ANNUITY    
    


	12.1
	Right to Elect Qualified Optional Survivor Annuity. Effective with respect to Plan Years beginning after
December 31, 2007, a participant who elects to waive the qualified joint and survivor annuity form of benefit, if offered under the Plan, is entitled to elect the "qualified optional survivor
annuity" at any time during the applicable election period. Furthermore, the written explanation of the joint and survivor annuity shall explain the terms and conditions of the "qualified optional
survivor annuity." 


5







 
	12.2
	Definition of Qualified Optional Survivor Annuity.



	a.
	General. For purposes of this Article, the term "qualified optional survivor annuity" means an
annuity:



	(1)
	For
the life of the participant with a survivor annuity for the life of the spouse which is equal to the "applicable percentage" of the amount of the
annuity which is payable during the joint lives of the Participant and the spouse, and



	(2)
	Which
is the actuarial equivalent of a single annuity for the life of the participant. 











Such
term also includes any annuity in a form having the effect of an annuity described in the preceding sentence.  




	b.
	Applicable percentage. For purposes of this Section, the "applicable percentage" is based on the survivor
annuity percentage (i.e., the percentage which the survivor annuity under the Plan's qualified joint and survivor annuity bears to the annuity payable
during the joint lives of the participant and the spouse). If the survivor annuity percentage is less than 75 percent, then the "applicable percentage" is 75 percent; otherwise, the
"applicable percentage" is 50 percent. 



 
 

  ARTICLE XIII
  DIRECT ROLLOVER TO ROTH IRA    
    


	13.1
	Roth IRA rollover. For distributions made after December 31, 2007, a participant may elect to roll
over directly an eligible rollover distribution to a Roth IRA described in Code §408A(b). 


 
 

  ARTICLE XIV
  QUALIFIED DOMESTIC RELATIONS ORDERS    
    


	14.1
	Permissible QDROs. Effective April 6, 2007, a domestic relations order that otherwise satisfies the
requirements for a qualified domestic relations order ("QDRO") will not fail to be a QDRO: (i) solely because the order is issued after, or revises, another domestic relations order or QDRO; or
(ii) solely because of the time at which the order is issued, including issuance after the annuity starting date or after the Participant's death.



	14.2
	Other QDRO requirements apply. A domestic relations order described in Section 14.1 is subject to
the same requirements and protections that apply to QDROs. 


 
 

  ARTICLE XV
  HEART ACT PROVISIONS    
    


	15.1
	Death benefits. In the case of a death occurring on or after January 1, 2007, if a Participant dies
while performing qualified military service (as defined in Code § 414(u)), the survivors of the Participant are entitled to any additional benefits (other than benefit accruals
relating to the period of qualified military service) provided under the Plan as if the Participant had resumed and then terminated employment on account of death.



	15.2
	Benefit accrual. If the Employer elects in Article XVI, Section 16.7 to apply this
Section 15.2, then for benefit accrual purposes, the Plan treats an individual who dies or becomes disabled on or after January 1, 2007 (as defined under the terms of the Plan) while
performing qualified military service with respect to the Employer as if the individual had resumed employment in accordance with the individual's reemployment rights under USERRA, on the day
preceding death or disability (as the case may be) and terminated employment on the actual date of death or disability. 


6







 

	a.
	Determination of benefits. The Plan will determine the amount of employee contributions and the amount of
elective deferrals of an individual treated as reemployed under this Section 15.2 for purposes of applying paragraph Code §414(u)(8)(C) on the basis of the individual's average
actual employee contributions or elective deferrals for the lesser of: (i) the 12-month period of service with the Employer immediately prior to qualified military service; or
(ii) if service with the Employer is less than such 12-month period, the actual length of continuous service with the Employer.


 



	15.3
	Differential wage payments. For years beginning after December 31, 2008, (i) an individual
receiving a differential wage payment, as defined by Code §3401(h)(2), is treated as an employee of the Employer making the payment, (ii) the differential wage payment is treated as
compensation, and (iii) the Plan is not treated as failing to meet the requirements of any provision described in Code §414(u)(1)(C) by reason of any contribution or benefit which
is based on the differential wage payment.



	15.4
	Severance from employment. Notwithstanding Section 15.3(i), an individual is treated as having been
severed from employment during any period the individual is performing service in the uniformed services described in Code §3401(h)(2)(A) (for purposes of Code
§401(k)(2)(B)(i)(I) with respect to 401(k) plans; for purposes of §403(b)(7)(A)(ii) and 403(b)(11) with respect to 403(b) plans; and for purposes of Treas. Reg.
§1.457-6(b)(1) with respect to 457(b) plans.)



	a.
	Suspension of deferrals. If an individual elects to receive a distribution by reason of severance from
employment, death or disability, the individual may not make an elective deferral or employee contribution during the 6-month period beginning on the date of the distribution.



	b.
	Nondiscrimination requirement. Section 15.3(iii) applies only if all employees of the Employer
performing service in the uniformed services described in Code §3401(h)(2)(A) are entitled to receive differential wage payments (as defined in Code §3401(h)(2)) on reasonably
equivalent terms and, if eligible to participate in a retirement plan maintained by the Employer, to make contributions based on the payments on reasonably equivalent terms (taking into account Code
§§410(b)(3), (4), and (5)). 





 
 

  ARTICLE XVI
  EMPLOYER'S ALTERNATIVE ELECTIONS    
    


	16.1
	The Employer only needs to complete the questions in Sections 16.2 through 16.7 below in order to override the default
provisions set forth in Article II.



	16.2
	Vesting (Article III). The default vesting schedule applies unless a. is elected below.



	a.
	o In lieu of the default vesting provision of
Section 2.1.a, the Employer elects the following schedule:



	1.
	o 3 year cliff (a Participant's accrued benefit derived
from Employer nonelective contributions is nonforfeitable upon the Participant's completion of three years of vesting service). [Choose only if a change from graded vesting to cliff
vesting is desired.]



	2.
	o 6 year graded schedule (20% after 2 years of
vesting service and an additional 20% for each year thereafter). [Choose only if a change from cliff vesting to graded vesting is desired.] 








7







 


	3.
	o Other (must be at least as liberal as 1. or 2. above at each
point in time): 




 






 



						
	Years of vesting service 	 	Nonforfeitable percentage 	 
	 	            	 	 	        	%
	 	            	 	 	        	%
	 	            	 	 	        	%
	 	            	 	 	        	%
	 	            	 	 	        	%
	 	            	 	 	        	%




 

 
	b.
	The vesting schedule set forth herein (under Section 2.1.a or 16.2.a, as applicable) only applies to
Participants who complete an Hour of Service in a Plan Year beginning after December 31, 2006, unless elected below. 





o
The post-PPA vesting schedule applies to all Participants, including those who did not
complete an Hour of Service in post-2006 Plan Years.  



	c.
	The vesting schedule set forth herein (under Section 2.1.a or 16.2.a, as applicable) applies to  all Employer nonelective contributions subject
to a vesting schedule, unless elected below. 





o
The vesting schedule will only apply to Employer nonelective contributions made in Plan Years beginning after December 31, 2006 (the prior
schedule will apply to Employer nonelective contributions made in pre-2007 Plan Years).  




	16.3
	Non-spousal rollovers (Article VII). Non-spousal rollovers are not allowed
between January 1, 2007 and December 31, 2009 unless elected below (Article VII provides that such distributions must be allowed by law after December 31, 2009): 





ý
Non-spousal rollovers are allowed effective December 31, 2007 (not earlier than
January 1, 2007 and not later than January 1, 2010).  




	16.4
	Hardships (Article VIII). Hardship distributions for expenses of beneficiaries will not be allowed
unless elected below: 





ý
Hardship distributions are allowed for beneficiary expenses (See IRS Notice 2007-7) (applies only for 401(k), 403(b), 457(b) or profit
sharing plans that allow hardship distributions) effective as of August 17, 2006 unless another date is elected below: 




ý December 31, 2007 (may not be earlier than August 17, 2006).  




	16.5
	In-service distributions (Article IX). In-service distributions at age 62
will not be allowed (except as otherwise permitted under the Plan without regard to this Amendment) unless elected below:



	a.
	o In-service distributions will be allowed for
Participants at age 62 (generally applies only for money purchase (including target benefit) plans, but may apply to any other defined contribution plans that have received a transfer of assets from a
pension plan) effective as of the first day of the 2007 Plan Year unless another date is elected below:



	1.
	o                        (may not be
earlier than the first day of the
2007 Plan Year).













AND, the following limitations apply to in-service distributions: 




	2.
	o The Plan already provides for in-service
distributions and the restrictions set forth in the Plan (e.g., minimum amount of distributions or frequency of distributions) are applicable to
in-service distributions at age 62.



	3.
	o N/A. No limitations. 




8







 


	4.
	o The following elections apply to in-service
distributions at age 62 (select all that apply):



	i.
	o The minimum amount of a distribution is $            (may
not exceed $1,000).



	ii.
	o No more
than                        distribution(s) may be made to
a Participant during a Plan Year.



	iii.
	o Distributions may only be made from accounts which are
fully Vested.



	iv.
	o In-service distributions may be made subject to
the following provisions:                        (must be definitely determinable and not subject to discretion).


 







	16.6
	Qualified Reservist Distributions (Article X). Qualified Reservist distributions will not be allowed
unless elected below:





o
Qualified Reservist Distributions are allowed effective as of                        (may not be earlier than September 12,
2001). 




	16.7
	Continued benefit accruals (Article XV). Continued benefit accruals for the HEART Act (Amendment
Section 15.2) will not apply unless elected below: 





o
The provisions of Amendment Section 15.2 apply. 




*      *      *      *      *      *      *   
   *      *      *      *      *      *      *  
    *
 


        IN WITNESS WHEREOF, this Amendment has been executed this        day
of                        , 20    

 






 



			
	 	 	 JANUS CAPITAL GROUP INC.




 


 






 



					
	 	 	By:	 	 
	 	 	 	 	





  
	 	 	 	 	 
	 	 	Print Name:	 	 
	 	 	 	 	





  
	 	 	 	 	 
	 	 	Print Title:	 	 
	 	 	 	 	





  




 

 9

















































 
 

  Corporate Assistant Secretary Certification
  Janus Capital Group Inc.    
    


I,
Curtis R. Foust, Assistant Secretary of the Plan Sponsor, do hereby certify that the below is a true and correct copy of original resolutions unanimously adopted by the Compensation Committee of
the Board of Directors of the Plan Sponsor at their meeting held on the            day
of                        , 20    . 


WHEREAS,
Janus Capital Group Inc., hereinafter referred to as the "Plan Sponsor," has previously established the Janus Capital Group Inc. 401(k), Profit Sharing and Employee Stock
Ownership Plan (the "Plan") for the benefit of eligible employees and their beneficiaries; and 


WHEREAS,
pursuant to Section 8.03 of the Plan, the Compensation Committee of the Board of Directors of the Plan Sponsor (the "Committee") is authorized to amend the Plan on its behalf; and 


WHEREAS,
the Committee is desirous of amending the Plan effective as of the date hereinabove stated; and 


NOW,
THEREFORE BE IT RESOLVED, that the Committee hereby approves the Committee's recommendation to amend the Plan to comply with the Pension Protection Act of 2006 ("PPA") and the Heroes Earnings
Assistance and Relief Tax Act of 2008 ("HEART Act"); and be it further 


RESOLVED,
the Plan is hereby amended to be generally effective as of January 1, 2009, with such amendment to be substantially in the form of Amendment One to the Janus Capital Group Inc.
401(k), Profit Sharing and Employee Stock Ownership Plan (the "PPA / HEART Amendment") attached; and further be it 


RESOLVED,
that the proper officers of the Plan Sponsor be, and each of them hereby is, authorized, empowered and directed on behalf of the Plan Sponsor and in its name, to do and perform such other
things and acts and to execute, deliver and/or file with the appropriate entities and governmental agencies such instruments, certificates, amendments, restatements, disclosures and documents as they
shall determine to be necessary, appropriate or desirable, consistent with the foregoing resolutions to properly disclose the foregoing actions and to carry out the intent and purposes of the
foregoing resolutions to the fullest extent. 


Dated
as of                        , 20    

 






 



			
	 	 	





  Curt R. Foust, Assistant Secretary




 

 [SEAL]












QuickLinks



Exhibit 10.14.1


AMENDMENT ONE TO THE JANUS 401(K), PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN

ARTICLE I PREAMBLE

ARTICLE II DEFAULT PROVISIONS

ARTICLE III NONELECTIVE CONTRIBUTION VESTING

ARTICLE IV PARTICIPANT DISTRIBUTION NOTIFICATION

ARTICLE V ROLLOVER OF AFTER-TAX/ROTH AMOUNTS

ARTICLE VI DIVESTMENT OF EMPLOYER SECURITIES

ARTICLE VII DIRECT ROLLOVER OF NON-SPOUSAL DISTRIBUTION

ARTICLE VIII DISTRIBUTION BASED ON BENEFICIARY HARDSHIP

ARTICLE IX IN-SERVICE PENSION DISTRIBUTIONS

ARTICLE X QUALIFIED RESERVIST DISTRIBUTION

ARTICLE XI OTHER 401(k)/401(m) PLAN PROVISIONS

ARTICLE XII QUALIFIED OPTIONAL SURVIVOR ANNUITY

ARTICLE XIII DIRECT ROLLOVER TO ROTH IRA

ARTICLE XIV QUALIFIED DOMESTIC RELATIONS ORDERS

ARTICLE XV HEART ACT PROVISIONS

ARTICLE XVI EMPLOYER'S ALTERNATIVE ELECTIONS


Corporate Assistant Secretary Certification Janus Capital Group Inc.