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                                                                    EXHIBIT 10.1

                            JANUS CAPITAL GROUP INC.

                        MUTUAL FUND SHARE INVESTMENT PLAN

         Janus Capital Group Inc. has established the Janus Capital Group Inc.
Mutual Fund Share Investment Plan for the purpose of aligning the interests of
key personnel with shareholder through the use of phantom investments in Janus
retail mutual funds.

ARTICLE 1.          DEFINITIONS

1.1      Administrator means the Committee or the person or persons designated
         by the Committee to administer the Plan.

1.2      Award means an amount payable in cash by the Company to a Participant
         as determined by the Administrator.

1.3      Board means the Board of Directors of the Company.

1.4      Code means the Internal Revenue Code of 1986, as amended, and any
         regulations or guidance issued thereunder.

1.5      A Change in Control shall 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 Securities
         Exchange Act of 1934, 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


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         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 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.

1.6      Company means Janus Capital Group Inc., a Delaware corporation, or any
         successor company.

1.7      Committee means the Compensation Committee of the Board, or a separate
         committee appointed by the Board to administer the Plan.

1.8      Eligible Employee means an employee of the Company or any of its
         subsidiaries that are eligible to participate in the Plan as designated
         by the Committee or the Administrator.

1.9      Grant Date means the effective date on which the Committee grants the
         Award.

1.10     Mutual Fund Share Investment Account means the book-keeping entry
         account maintained by the Company for each Participant that reflects
         such Participant's Award (including gains, losses and expenses) and
         adjustments thereto.

1.11     Participant means an Employee who has been selected by the Committee,
         in its sole discretion, to participate in the Plan.

1.12     Person shall have the meaning given in Section 3(a)(9) of the
         Securities Exchange Act of 1934, as modified and used in Sections 13(d)
         and 14(d) thereof, except that such term shall not include (i) the
         Company (ii) a trustee or other fiduciary holding securities under an
         employee benefit plan of the Company (iii) an underwriter temporarily
         holding



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         securities pursuant to an offering of such securities, or (iv) a
         corporation owned, directly or indirectly, by the shareholders of the
         Company in substantially the same proportions as their ownership of
         stock of the Company.

1.13     Plan means the Janus Capital Group Inc. Mutual Fund Share Investment
         Plan.

1.14     Valuation Date means the last business day of each month, or such other
         date specified by the Administrator.

1.15     Vested means a Participant has a nonforfeitable interest in a portion
         of his or her Mutual Fund Share Investment Account with respect to an
         Award.

ARTICLE 2. ELIGIBILITY
----------------------

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

2.2      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 Award
         or for each Participant) shall be set forth in an Award Agreement.

ARTICLE 3. VESTING
------------------

3.1      Award Amount. Except as set forth in Section 3.2 below, a Participant
         will become Vested with respect to amounts credited to his or her
         Mutual Fund Share Investment Account in respect of an Award in
         accordance with the vesting schedule designated by the Committee and as
         set forth in the Award Agreement, provided that the Participant is
         employed by the Company or any of its subsidiaries on such date.

3.2      Vesting Upon Certain Events.  The Participant will become fully and
         immediately Vested in all amounts credited to his or her Mutual Fund
         Share Investment Account upon a Change in Control.

3.3      Forfeiture. Except as otherwise set forth by the Committee, upon the
         termination of a Participant's employment for any reason, the portion
         of the Participant's Mutual Fund Share Investment Account which is not
         Vested as of the date of such termination shall be forfeited and shall
         revert in its entirety to the Company.

ARTICLE 4. PHANTOM INVESTMENT OF THE MUTUAL FUND SHARE INVESTMENT ACCOUNT
-------------------------------------------------------------------------

4.1      Crediting of Awards to Mutual Fund Share Investment Accounts. A
         Participant's Award shall be credited to his or her Mutual Fund Share
         Investment Account as soon as administratively practicable following
         the Grant Date.


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4.2      Deemed Investment Fund Allocation. Each Participant's Award shall be
         deemed invested in one of the phantom investment options set forth in
         Section 4.3 below.

4.3      Phantom Investment Options. The phantom investment options that are
         available under this Plan for a Participant's Mutual Fund Share
         Investment Account shall be designated by the Committee and shall
         initially include all of those Janus mutual funds that are offered to
         participants under the Company's 401(k), Profit Sharing and Employee
         Stock Ownership Plan, subject to applicable prospectus requirements. An
         amount transferred into one of these phantom investments is converted
         to phantom units of such phantom investments by dividing such amount by
         the value of a unit in the applicable fund on the date as of which the
         amount is treated as invested in this phantom investment by the
         Administrator. Thereafter, a Participant's interest in each such
         phantom investment is valued as of a Valuation Date by multiplying the
         number of phantom units credited to his or her Account on such date by
         the value of a unit in the applicable fund on such date. In the event
         the Participant does not make an election, the Participant shall be
         deemed to have directed that the undesignated portion of the Mutual
         Fund Share Investment Account be invested in a money market phantom
         investment option offered under the Plan (or if no money market
         investment option is offered, the investment option that most nearly
         resembles a money market investment option).

4.4      Administrator Discretion. The Administrator shall have the sole
         discretion to determine the phantom investment options available under
         the Plan and may change, limit or eliminate an investment fund provided
         hereunder from time to time. If any phantom investment option ceases to
         be available under the Plan, the Administrator shall have the authority
         to credit to any or all other then-available phantom investment options
         all amounts previously allocated to the terminated phantom investment
         option (along with deemed earnings, gains and losses relating thereto).

4.5      Phantom Investment Options Directions. In connection with a
         Participant's first deferral election form submitted under the Plan,
         the Participant shall specify in one (1) percent increments how the
         amounts in his or her Mutual Fund Share Investment Account with respect
         to an Award are to be invested in one or more of the phantom investment
         options offered under this section; provided however all elections
         under this Section 4.5 must meet the applicable prospectus
         requirements. Thereafter, the Participant (i) may specify a different
         investment direction that shall apply to his or her future Awards, and
         (ii) may reallocate the investment of his or her Mutual Fund Share
         Investment Account attributable to an outstanding Award by specifying,
         in one (1) percent increments, how such amounts are to be invested
         among the phantom investment options then offered under the Plan. The
         Administrator may provide that such initial allocations or
         reallocations are to be made in a different increment specified by the
         Administrator. A new investment direction for future Awards and a
         reallocation of a Participant's Mutual Fund Share Investment Account
         attributable to outstanding Awards shall be made using the investment
         procedures that are provided by the Administrator's delegate for this


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         purpose. This procedure may include the use of written or electronic
         forms, as well as the use of a voice-response system, as determined by
         the Administrator's delegate.

4.6      Phantom Investment Options Reallocations. Any investment reallocation
         of a Participant's Mutual Fund Share Investment Account attributable to
         outstanding Awards shall be effective as of the next Valuation Date
         that occurs at least 30 days after the date the investment reallocation
         is received by the Administrator's delegate. If more than one
         reallocation is received on a timely basis, the reallocation that the
         Administrator's delegate determines to be the most recent shall be
         followed.

4.7      Direction and Reallocation Default Rules. If the Administrator's
         delegate possesses at any time investment directions as to the phantom
         investment of less than all of a Participant's Mutual Fund Share
         Investment Account, the Participant shall be deemed to have directed
         that the undesignated portion of the Mutual Fund Share Investment
         Account be invested in a money market phantom investment option offered
         under the Plan (or if no money market investment option is offered, the
         investment option that most nearly resembles a money market investment
         option).

4.8      Earnings or Losses. As of each Valuation Date, a Participant's Mutual
         Fund Share Investment Account shall be credited with earnings and gains
         (and shall be debited for expenses and losses) determined as if the
         amounts credited to his or her Mutual Fund Share Investment Account had
         actually been invested as directed by the Participant in accordance
         with this article. The Plan provides only for "phantom investments,"
         and therefore such earnings, gains, expenses and losses are
         hypothetical and not actual. However, they shall be applied to measure
         the value of a Participant's Mutual Fund Share Investment Account and
         the amount of the Company's liability to make payments to or on behalf
         of the Participant.

ARTICLE 5. DISTRIBUTIONS
------------------------

5.1      General. Except as otherwise determined by the Committee in its sole
         discretion, a Participant shall receive a lump sum cash distribution in
         respect of the Vested portion of his or her Mutual Fund Share
         Investment Account as soon as practicable following the date such
         portion becomes Vested, but in no case later than 2 1/2 months
         following the end of the taxable year in which such portion becomes
         Vested.

5.2      Termination of Employment. If the Committee determines in the Award
         Agreement or otherwise that any portion of a Participant's Mutual Fund
         Share Investment Account shall become Vested upon the termination of a
         Participant's employment, the portion of the Participant's Mutual Fund
         Share Investment Account which is Vested on termination of employment
         shall be distributed as soon as practicable following the date of such
         termination of employment, but in no case later than 2 1/2 months
         following the end of the taxable year in which such termination occurs.


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ARTICLE 6. BENEFICIARY DESIGNATION
----------------------------------

6.1      Beneficiary Designation. Each Participant shall have the right, at any
         time, to designate any person or persons as beneficiary or
         beneficiaries (both principal as well as contingent) to whom a lump sum
         cash payment of the balance of the Participant's Mutual Fund Share
         Investment Account shall be made in the event of the Participant's
         death. In the event of multiple beneficiaries, such payment shall be
         apportioned among the beneficiaries in accordance with the designation
         forms. A beneficiary designation may be changed by a Participant by
         filing such change on a form prescribed by the Administrator. The
         receipt of a new beneficiary designation form will cancel all
         previously filed beneficiary designations.

6.2      Failure to Designate. If a Participant fails to designate a beneficiary
         as provided above, or if all designated beneficiaries predecease the
         Participant, then all payments hereunder in respect of the Participant
         shall be made to the Participant's estate.

ARTICLE 7. PLAN ADMINISTRATION
------------------------------

7.1      Administrator. The Administrator is responsible for the administration
         of the Plan. The Administrator has the authority to name one or more
         delegates to carry out certain responsibilities hereunder. Any such
         delegation shall state the scope of responsibilities being delegated.

7.2      Action. Action by the Administrator may be taken in accordance with
         procedures that the Administrator adopts from time to time and that the
         Company's Legal Department determines are legally permissible.

7.3      Powers of the Administrator. The Administrator shall administer and
         manage the Plan and shall have (and shall be permitted to delegate) all
         powers necessary to accomplish that purpose, including (but not limited
         to) the following:

         (a) To exercise its discretionary authority to construe, interpret, and
         administer this Plan;

         (b) To exercise its discretionary authority to make all decisions
         regarding eligibility, participation and deferrals, to make allocations
         and determinations required by this Plan, and to maintain records
         regarding Participants' Mutual Fund Share Investment Accounts;

         (c) To compute and certify to the Company the amount and kinds of
         payments to Participants or their Beneficiaries, and to determine the
         time and manner in which such payments are to be paid;

         (d) To authorize all disbursements by the Company pursuant to this
         Plan;


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         (e) To maintain (or cause to be maintained) all the necessary records
         for administration of this Plan;

         (f) To make and publish such rules for the regulation of this Plan as
         are not inconsistent with the terms hereof;

         (g) To authorize its delegates to delegate to other individuals or
         entities from time to time the performance of any of its delegates'
         duties or responsibilities hereunder;

         (h) To establish or to change the phantom investment options or
         arrangements under Article IV;

         (i) To hire agents, accountants, actuaries, consultants and legal
         counsel to assist in operating and administering the Plan; and

         (j) Notwithstanding any other provision of this Plan, the Administrator
         may take any action it deems appropriate in furtherance of any policy
         of the Company respecting insider trading as may be in effect from time
         to time. Such actions may include, but are not limited to, altering the
         effective date of allocations or distributions of the Mutual Fund Share
         Investment Account.

         The Administrator has the exclusive and discretionary authority to
         construe and to interpret the Plan, to decide all questions of
         eligibility for benefits, to determine the amount and manner of payment
         of such benefits and to make any determinations that are contemplated
         by (or permissible under) the terms of this Plan, and its decisions on
         such matters will be final and conclusive on all parties. Any such
         decision or determination shall be made in the absolute and
         unrestricted discretion of the Administrator, even if (1) such
         discretion is not expressly granted by the Plan provisions in question,
         or (2) a determination is not expressly called for by the Plan
         provisions in question, and even though other Plan provisions expressly
         grant discretion or call for a determination. As a result, benefits
         under this Plan will be paid only if the Administrator decides in its
         discretion that the applicant is entitled to them. In the event of a
         review by a court, arbitrator or any other tribunal, any exercise of
         the Administrator's discretionary authority shall not be disturbed
         unless it is clearly shown to be arbitrary and capricious.

7.4      Compensation, Indemnity and Liability. The Administrator will serve
         without bond and without compensation for services hereunder. All
         expenses of the Plan and the Administrator will be paid by the Company.
         To the extent deemed appropriate by the Administrator, any such expense
         may be charged against specific Participant Mutual Fund Share
         Investment Accounts, thereby reducing the obligation of the Company. No
         member of the Plan Committee, and no individual acting as the delegate
         of the Plan Committee, shall be liable for any act or omission of any
         other member or individual, nor for any act or omission on his or her
         own part, excepting his or her own willful



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         misconduct. The Company will indemnify and hold harmless each member of
         the Plan Committee and any employee of the Company (or an affiliate, if
         recognized as an affiliate for this purpose by the Administrator)
         acting as the delegate of the Plan Committee against any and all
         expenses and liabilities, including reasonable legal fees and expenses,
         arising out of his or her membership on the Plan Committee (or his or
         her serving as the delegate of the Committee), excepting only expenses
         and liabilities arising out of his or her own willful misconduct.

7.5      Taxes. If the whole or any part of any Participant's Mutual Fund Share
         Investment Account becomes liable for the payment of any estate,
         inheritance, income, employment, or other tax which the Company or its
         subsidiaries may be required to pay or withhold, the Company or the
         applicable subsidiary will have the full power and authority to
         withhold and pay such tax out of any moneys or other property in its
         hand for the account of the Participant. To the extent practicable, the
         Company will provide the Participant notice of such withholding. Prior
         to making any payment, the Company may require such releases or other
         documents from any lawful taxing authority as it shall deem necessary.

ARTICLE 8. CLAIMS PROCEDURES
----------------------------

8.1      Claims for Benefits. If a Participant, beneficiary or other person
         (hereafter, "Claimant") does not receive timely payment of any benefits
         which he or she believes are due and payable under the Plan, he or she
         may make a claim for benefits to the Administrator. The claim for
         benefits must be in writing and addressed to the Administrator. If the
         claim for benefits is denied, the Administrator will notify the
         Claimant within 90 days after the Administrator initially received the
         benefit claim. However, if special circumstances require an extension
         of time for processing the claim, the Administrator will furnish notice
         of the extension to the Claimant prior to the termination of the
         initial 90-day period and such extension may not exceed one additional,
         consecutive 90-day period. Any notice of a denial of benefits should
         advise the Claimant of the basis for the denial, any additional
         material or information necessary for the Claimant to perfect his or
         her claim, and the steps which the Claimant must take to appeal his or
         her claim for benefits.

8.2      Appeals of Denied Claims. Each Claimant whose claim for benefits has
         been denied may file a written appeal for a review of his or her claim
         by the Administrator. The request for review must be filed by the
         Claimant within 60 days after he or she received the notice denying his
         or her claim. The decision of the Administrator will be communicated to
         the Claimant within 60 days after receipt of a request for appeal. The
         notice shall set forth the basis for the Administrator's decision. If
         there are special circumstances which require an extension of time for
         completing the review, the Administrator's decision may be rendered not
         later than 120 days after receipt of a request for appeal.



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ARTICLE 9. AMENDMENT AND TERMINATION
------------------------------------

9.1      Amendments. The Committee has the right in its sole discretion to amend
         this Plan in whole or in part at any time and in any manner, including
         the manner of making deferral elections, the terms on which
         distributions are made, and the form and timing of distributions.
         However, except for clarifying amendments necessary to avoid an
         inappropriate windfall, no Plan amendment shall reduce the amount
         credited to the Mutual Fund Share Investment Account of any Participant
         as of the date such amendment is adopted. Any amendment shall be in
         writing and adopted by the Committee. All Participants and
         beneficiaries shall be bound by such amendment.

9.2      Termination of Plan. The Company expects to continue this Plan, but
         does not obligate itself to do so. The Company, acting by the Committee
         or through its Board, reserves the right to discontinue and terminate
         the Plan at any time, in whole or in part, for any reason (including a
         change, or an impending change, in the tax laws of the United States or
         any State). Termination of the Plan will be binding on all Participants
         (and a partial termination shall be binding upon all affected
         Participants) and their beneficiaries, but in no event may such
         termination reduce the amounts credited at that time to any
         Participant's Mutual Fund Share Investment Account. If this Plan is
         terminated (in whole or in part), the termination resolution shall
         provide for how amounts theretofore credited to affected Participants'
         Mutual Fund Share Investment Accounts will be distributed. In
         accordance with these restrictions, the Company intends to have the
         maximum discretionary authority to terminate the Plan and make
         distributions in connection with a Change in Control, and the maximum
         flexibility with respect to how and to what extent to carry this out
         following a Change in Control.

9.3      409A Compliance. Notwithstanding anything to the contrary contained in
         the Plan or in any Award Agreement, 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, 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.

ARTICLE 10. MISCELLANEOUS
-------------------------

10.1     Limitation on Participant's Rights. No employee shall have any claim to
         receive any Award under the Plan, and there is no obligation for
         uniformity of treatment of employees under the Plan. Participation in
         this Plan does not give any Participant the right to be employed by the
         Company or its subsidiaries (or any right or interest in this Plan or
         any assets of the Company other than as herein provided). The Company
         or the applicable subsidiary reserves the right to terminate the
         employment of any Participant without any liability for any claim
         against the Company or its subsidiaries under this Plan, except for a
         claim for payment of deferrals as provided herein.


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10.2     Unfunded Obligation of Company. The benefits provided by this Plan are
         unfunded. All amounts payable under this Plan to Participants are paid
         from the general assets of the Company. Nothing contained in this Plan
         requires the Company to set aside or hold in trust any amounts or
         assets for the purpose of paying benefits to Participants. Neither a
         Participant, beneficiary, nor any other person shall have any property
         interest, legal or equitable, in any specific Company asset. This Plan
         creates only a contractual obligation on the part of the Company, and
         the Participant has the status of a general unsecured creditor of this
         Company with respect to amounts of compensation deferred hereunder.
         Such a Participant shall not have any preference or priority over, the
         rights of any other unsecured general creditor of the Company. No other
         entity guarantees or shares such obligation, and no other entity shall
         have any liability to the Participant or his or her beneficiary.

10.3     Offset. Amounts due to or in respect of Participants under the Plan
         shall not be affected by any circumstances, including, without
         limitation, any set-off, counterclaim, recoupment, defense or other
         right which the Company may have against a Participant or others.

10.4     Other Plans. This Plan shall not affect the right of any Employee or
         Participant to participate in and receive benefits under and in
         accordance with the provisions of any other benefit plans which are now
         or hereafter maintained by the Company, unless the terms of such other
         benefit plan or plans specifically provide otherwise or it would cause
         such other plan to violate a requirement for tax favored treatment.

10.5     Receipt or Release. Any payment to a Participant in accordance with the
         provisions of this Plan shall, to the extent thereof, be in full
         satisfaction of all claims against the Administrator and the Company,
         and the Administrator may require such Participant, as a condition
         precedent to such payment, to execute a receipt and release to such
         effect.

10.6     Governing Law. This Plan shall be construed, administered, and governed
         in all respects in accordance with applicable federal law and, to the
         extent not preempted by federal law, in accordance with the laws of the
         State of Delaware (other than its laws relating to choice of law). If
         any provisions of this instrument shall be held by a court of competent
         jurisdiction to be invalid or unenforceable, the remaining provisions
         hereof shall continue to be fully effective.

10.7     Gender, Tense and Examples. In this Plan, whenever the context so
         indicates, the singular or plural number and the masculine, feminine,
         or neuter gender shall be deemed to include the other. Whenever an
         example is provided or the text uses the term "including" followed by a
         specific item or items, or there is a passage having a similar effect,
         such passage of the Plan shall be construed as if the phrase "without
         limitation" followed such example or term (or otherwise applied to such
         passage in a manner that avoids limitation on its breadth of
         application).


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10.8     Successors and Assigns; Nonalienation of Benefits. This Plan inures to
         the benefit of and is binding upon the parties hereto and their
         successors, heirs and assigns; provided, however, that the amounts
         credited to the Mutual Fund Share Investment Account of a Participant
         are not subject in any manner to anticipation, alienation, sale,
         transfer, assignment, pledge, encumbrance, charge, garnishment,
         execution or levy of any kind, either voluntary or involuntary, and any
         attempt to anticipate, alienate, sell, transfer, assign, pledge,
         encumber, charge or otherwise dispose of any right to any benefits
         payable hereunder, including, any assignment or alienation in
         connection with a separation, divorce, child support or similar
         arrangement, will be null and void and not binding on the Plan or the
         Company. Notwithstanding the foregoing, the Administrator reserves the
         right to make payments in accordance with a divorce decree, judgment or
         other court order as and when cash payments are made in accordance with
         the terms of this Plan from the Mutual Fund Share Investment Account of
         a Participant. Any such payment shall be charged against and reduce the
         Participant's account.

10.9     Facility of Payment. Whenever, in the Administrator's opinion, a
         Participant or beneficiary entitled to receive any payment hereunder is
         under a legal disability or is incapacitated in any way so as to be
         unable to manage his or her financial affairs, the Administrator may
         direct the Company to make payments to such person or to the legal
         representative of such person for his or her benefit, or to apply the
         payment for the benefit of such person in such manner as the
         Administrator considers advisable. Any payment in accordance with the
         provisions of this section shall be a complete discharge of any
         liability for the making of such payment to the Participant or
         beneficiary under the Plan.

10.10    Effective Date.  The Plan shall take effect on the date of its adoption
         by the Committee.


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