<PAGE>

                                                                     EXHIBIT 4.1

                             STILWELL FINANCIAL INC.

                        OFFICERS' CERTIFICATE PURSUANT TO
            SECTION 201, SECTION 203 AND SECTION 301 OF THE INDENTURE
                      ESTABLISHING TERMS AND PROVISIONS OF
                              7.75% NOTES DUE 2009

                                  July 2, 2002

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

     1. Each of the undersigned, Daniel P. Connealy, being the duly appointed
Chief Financial Officer of Stilwell Financial Inc., a Delaware corporation (the
"Company"), and Gwen Royle, being Vice President - Legal and Corporate Secretary
of the Company, does hereby certify pursuant to the authority delegated to the
undersigned pursuant to resolutions adopted on June 24, 2002 by the Board of
Directors of the Company (the "Board") (a copy of such resolutions which is
attached hereto as Exhibit I), that, pursuant to Section 301 of the Indenture,
dated as of November 6, 2001 (the "Indenture"), between the Company and JPMorgan
Chase Bank (formerly known as The Chase Manhattan Bank), a New York banking
corporation, as trustee (the "Trustee"), a series of senior debt securities of
the Company is hereby established with the terms and provisions set forth below.
Unless otherwise defined herein, capitalized terms used herein have the meanings
given thereto in the Indenture.

     (1)  The title of such series of debt securities is the "7.75% Notes due
     2009" (the "Notes").

     (2)  The aggregate principal amount that may be authenticated and delivered
     under the Indenture is unlimited. The Notes need not all be issued at the
     same time and such series of Notes may be reopened, without the consent of
     the Holders, for issuances of additional Notes of such series.

     (3)  The Stated Maturity of the Notes is June 15, 2009.

     (4)  The Notes shall bear interest at 7.75% per annum from July 2, 2002, or
     from the most recent Interest Payment Date to which interest has been paid
     or duly provided for, payable semiannually on June 15 and December 15 of
     each year (each, an "Interest Payment Date"), commencing December 15, 2002,
     to the Persons in whose names the Notes are registered at the close of
     business on the Regular Record Date for such interest, which shall be the
     June 1 and December 1 (as the case may be), whether or not a Business Day,
     immediately preceding such Interest Payment Date. Interest on the Notes
     shall be calculated on the basis of a 360-day year of twelve 30-day months
     and, for any period shorter than a full six-month interest period, on the
     basis of the actual number of days elapsed in such period.

     (5)  The Company hereby designates as Places of Payment for the Notes the
     office or agency of the Company in the Borough of Manhattan, The City of
     New York, and

                                       1

<PAGE>

     initially appoints the Trustee at its Corporate Trust Office as Paying
     Agent in such city and as its agent to receive all such presentations,
     surrenders, notices and demands.

     (6)  The Note are not redeemable.

     (7)  The Company shall have no obligation to redeem, repay or purchase the
     Notes pursuant to any sinking fund or analogous provision or at the option
     of a Holder thereof.

     (8)  The Notes are issuable in denominations of $1,000 and any integral
     multiples of $1,000.

     (9)  The Trustee, at its Corporate Trust Office, is hereby initially
     appointed Security Registrar and Paying Agent for the Notes.

     (10) The aggregate principal amount of the Notes then Outstanding shall be
     payable upon declaration of acceleration of the Maturity thereof pursuant
     to Section 502 under the Indenture.

     (11) Payment of principal of and interest on the Notes will be made in
     Dollars.

     (12) NOT APPLICABLE.

     (13) Holders of the Notes shall not have the option to receive payments of
     principal of or interest on the Notes in Currencies other than the Dollar.

     (14) Other than as set forth in this Officers' Certificate, there are no
     other provisions granting special rights to the Holders of the Notes.

     (15) The Events of Default set forth in Section 501 of the Indenture (other
     than the Event of Default set forth in Section 501(3) of the Indenture,
     which shall not be applicable to the Notes) and the covenants set forth in
     Article Ten of the Indenture will apply to the Notes. In addition, solely
     with respect to the Notes (and not with respect to any other series of
     Securities that may be issued under the Indenture), the following covenant
     shall be added to, and shall be deemed a part of, Article Ten of the
     Indenture:

               "SECTION 1007. Limitation on Liens. The Company will not, and it
          will not cause or permit any of its subsidiaries to, create, assume,
          incur or guarantee any indebtedness for money borrowed that is secured
          by a pledge, mortgage, deed of trust or other lien on any voting stock
          or profit participating equity interests of Janus Capital Corporation
          ("Janus") or any entity that succeeds (whether by merger,
          consolidation, sale of assets or otherwise) to all or any substantial
          part of the business of Janus, without providing that the Notes
          (together with, if the Company shall so determine, any other
          indebtedness of, or guarantee by, the Company ranking equally with the
          Notes and existing as of the date hereof or hereafter created) will be
          secured equally and ratably with or prior to all other indebtedness
          secured by such pledge, mortgage, deed of trust or other lien on the
          voting stock or profit participating equity interests of

                                       2

<PAGE>

          Janus; provided that this Section 1007 shall not limit the Company's
          ability or the ability of the Company's subsidiaries to incur
          indebtedness or other obligations secured by liens on assets other
          than the shares of common stock of Janus."

     (16) The Notes shall be issued as one or more Registered Securities in
     permanent global form without coupons. The Company initially appoints The
     Depository Trust Company, New York, New York ("DTC"), to act as the
     depositary with respect to the Notes.

     (17) NOT APPLICABLE.

     (18) Interest on the Notes that is payable on any Interest Payment Date
     shall be paid to the Person in whose name the Note is registered at the
     close of business on the Regular Record Date for such interest, which shall
     be the June 1 and December 1 (as the case may be), whether or not a
     Business Day, immediately preceding such Interest Payment Date.

     (19) Section 1402 (Defeasance and Discharge) and Section 1403 (Covenant
     Defeasance) shall apply to the Notes, in accordance with the provisions,
     terms and conditions set forth in Article Fourteen.

     (20) NOT APPLICABLE.

     (21) The Notes do not provide for the payment of any Additional Amounts.

     (22) NOT APPLICABLE.

     (23) NOT APPLICABLE.

     (24) With respect to any action or consent to be taken pursuant to the
     terms of the Indenture, Holders of the Notes shall vote as one class with
     Holders of Securities of all other series issued or to be issued under the
     Indenture.

     2.   The Notes will be evidenced by a Security in global form in
substantially the form attached hereto as Exhibit II, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by the Indenture and may have imprinted or otherwise reproduced
thereon such legend or legends or endorsements, not inconsistent with the
provisions of the Indenture, as may be required to comply with any law or with
any rules or regulations pursuant thereto, or with any rules of any securities
exchange or to conform to general usage, all as may be determined by the Officer
executing such global Security on behalf of the Company, as evidenced by the
execution of such global Security by such Officer. In the event that
certificated Notes (the "Certificated Notes") are issued in exchange for the
global Security, the form of certificate evidencing each Certificated Note shall
be in substantially the form of the attached global Security, with such changes
as are necessary to evidence the Notes in definitive form rather than as a
global Security.

                                       3

<PAGE>

     IN WITNESS WHEREOF, I have executed this certificate this 2/nd/ day of
July, 2002.



                                               /s/ Daniel P. Connealy
                                           -------------------------------------
                                           Name:  Daniel P. Connealy
                                           Title: VP and Chief Financial Officer


                                               /s/ Douglas E. Nickerson
                                           -------------------------------------
                                           Name:  Douglas E. Nickerson
                                           Title: VP, Treasurer and Controller

                                       4

<PAGE>

                                                                       EXHIBIT I

                         June 24, 2002 BOARD RESOLUTIONS

APPROVAL OF ISSUANCE OF SECURITIES

     WHEREAS, the Company has filed with the U.S. Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as amended, a
                 ---
registration statement on Form S-3 (SEC File No. 333-86606)(the "Registration
                                                                 ------------
Statement") to register the sales and distribution from time to time of the
---------
Company's debt securities in one or more series, shares of common stock, par
value $.01 per share, and shares of preferred stock, par value $1.00 per share,
in one or more series;

     WHEREAS, the Registration Statement was declared effective by the SEC as of
April 25, 2002; and

     WHEREAS, the Board of Directors of the Company has determined that it is
advisable and in the best interests of the Company and its security holders to
issue and sell debt securities pursuant to the Company's Registration Statement
(the "Securities") in an aggregate principal amount of up to $200,000,000 (the
      ----------
issuance and sale of the Securities being herein referred to as, the
"Offering");
 --------

     THEREFORE, BE IT RESOLVED, that the Company be, and it hereby is,
authorized to issue Securities in an aggregate principal amount of up to
$200,000,000;

     FURTHER RESOLVED, the Landon H. Rowland, Danny R. Carpenter, Daniel P.
Connealy, Gwen E. Royle and Douglas E. Nickerson (collectively, the "Authorized
                                                                     ----------
Officers") be, and each of them hereby is, authorized to determine the terms and
--------
conditions pertaining to the Securities and the Offering, in each case, as they
determine to be necessary, appropriate or desirable;

     FURTHER RESOLVED, that the preparation by the Authorized Officers of the
Company, on behalf of the Company, of a prospectus supplement (including any
preliminary prospectus supplement, if applicable) in connection with the
proposed Offering and the execution and deliver of any other documents as may be
necessary or advisable for the purpose of the Offering, including, without
limitation, engagement letters with one or more underwriters and an underwriting
agreement relating to the sale of the Securities, with such terms and conditions
as the Authorized Officers may deem necessary or advisable, and any amendments
thereto and with such changes, additions or deletions as may be approved by the
Authorized Officers executing the same, the execution or filing thereof to be
conclusive evidence of such approval, are hereby approved;

     FURTHER RESOLVED, that the Authorized Officers of the Company are each
hereby authorized, in the name and on behalf of the Company, to file, or cause
to be filed, with the SEC, any and all prospectus supplements, all in such form,
with such changes, additions or deletions as may be approved by the Authorized
Officers, the filing thereof to be conclusive evidence of such approval;

     FURTHER RESOLVED, that the Company be, and it hereby is, authorized to
incur and bear such fees, costs and expenses as may be required or appropriate
in connection with the Offering, and the Authorized Officers of the Company be,
and each of them hereby is, authorized and directed to pay or cause to be paid
any such fees, costs and expenses in connection therewith.

INVESTMENT COMPANY ACT OF 1940

     BE IT RESOLVED, that, solely for the purposes of Section 2(a)(41) of the
Investment Company Act of 1940, the "value" of the Company's assets, other than
the shares of DST Systems, Inc., is hereby determined to be at least $3.0
billion.

GENERAL AUTHORITY

     RESOLVED, that the Authorized Officers of the Company be, and each of them
acting singly hereby is, authorized to take any and all actions, and to execute
and deliver any and all documents, agreements, certificates and instruments, on
behalf of the Company, as they or any of them deem necessary or advisable in
order to carry out the purpose and intent of, and to consummate any and all of
the transactions contemplated by, any of the foregoing resolutions, the taking
of such actions, or the execution and delivery of any such documents,
agreements, certificates and instruments, to be conclusive evidence of such
officer's determination and authority to act for or on behalf of the Company;

     FURTHER RESOLVED, that the Secretary of the Company be, and hereby is,
authorized to join the execution of, or attest and/or affix the corporate seal
of the Company, when and as required, to any document, agreement or instrument
executed by the officers of the Company, or any of them, on behalf of the
Company in furtherance of the foregoing resolutions and certify that the
foregoing is a true copy of the resolutions adopted by the Board of Directors.

GENERAL RATIFICATION

     RESOLVED, that the Company hereby adopts, ratifies and confirms all actions
taken and things done by the incorporators, stockholders, directors and officers
of the Company, as the same appear of record or were taken or done in the usual
course of business to date, whether or not in accordance with the Certificate of
Incorporation or Bylaws, each as amended and restated to date, including all
actions of officers and directors at all meetings of which records appear in the
record books of the Company, whether or not such meetings were properly called
or held at proper times or places, whether or not a quorum was present, and
whether or not such actions and elections were taken or made by the holders of
the requisite number of shares of stock or by the requisite number of directors,
and whether or not directors and officers were properly elected and qualified
and whether or not such action and elections were otherwise irregular.


<PAGE>

                                                                      EXHIBIT II

                               FORM OF GLOBAL NOTE

                                        6

<PAGE>

CUSIP NO.: 860831 AE 6
No. 1

                              7.75% Notes due 2009
                                  $200,000,000

                             STILWELL FINANCIAL INC.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE REGISTERED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR OF THE DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

          Stilwell Financial Inc., a Delaware corporation (herein referred to as
the "Company", which term includes any successor corporation under the Indenture
hereinafter defined), for value received, hereby promises to pay to Cede & Co.,
or registered assigns, the principal sum of $200,000,000 on June 15, 2009 (the
"Maturity Date") and to pay interest thereon from July 2, 2002, or from the most
recent Interest Payment Date (hereinafter defined) to which interest has been
paid or duly provided for, semiannually on June 15 and December 15 of each year
(each, an "Interest Payment Date"), commencing December 15, 2002, at 7.75% per
annum until the principal hereof is paid or duly provided for.

          Any payment of principal or interest required to be made on a day that
is not a Business Day need not be made on such day, but may be made on the next
succeeding Business Day with the same force and effect as if made on such day
and no interest shall accrue as a result of such delayed payment. Interest
payable on each Interest Payment Date will include interest accrued from and
including July 2, 2002, or from and including the most recent Interest Payment
Date to which interest has been paid or duly provided for, as the case may be,
to but excluding such Interest Payment Date.

          The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
person (the "Holder") in whose name this Note (or one or more predecessor
Securities) is registered at the close of business on

                                        i

<PAGE>

the June 1 and December 1 (whether or not a Business Day) immediately preceding
such Interest Payment Date (each, a "Regular Record Date"). Any such interest
not so punctually paid or duly provided for ("Defaulted Interest") will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either (1) be paid to the Person in whose name this Note is registered at the
close of business on a special record date (the "Special Record Date") for the
payment of such Defaulted Interest to be fixed by the Trustee (referred to
herein), notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefore having been given to the Holder of this Note not
less than ten days prior to such Special Record Date, or (2) be paid at any time
in any other lawful manner, all as more fully provided in the Indenture.

          For purposes of this Note, "Business Day" means each Monday, Tuesday,
Wednesday, Thursday and Friday that is not a day on which banking institutions
in the city of New York, New York are authorized or obligated by law or
executive order to close

          Payment of the principal of this Note on the Maturity Date will be
made against presentation of this Note at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, the City of New York,
in such coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts. So long as
this Note remains in book-entry form, all payments of principal and interest
will be made by the Company in immediately available funds.

          General. This Note is one of a duly authorized issue of securities
(herein called the "Securities") of the Company, issued under an Indenture,
dated as of November 6, 2001 (the "Indenture"), between the Company and JPMorgan
Chase Bank (formerly known as The Chase Manhattan Bank), a New York banking
corporation, as trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture with respect to a series of which this
Note is a part). Reference is made to the Indenture and all indentures
supplemental thereto for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Note is one of a duly authorized
series of Securities designated as "7.75% Notes due 2009" (collectively, the
"Notes").

          Events of Default. If an Event of Default with respect to the Notes
shall have occurred and be continuing, the principal of the Notes may be
declared due and payable in the manner and with the effect provided in the
Indenture.

          Modification and Waivers; Obligations of the Company Absolute. The
Indenture permits the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Notes, subject
to certain exceptions set forth in the Indenture. Such amendments may be
effected under the Indenture at any time with the consent of the Holders of not
less than a majority in principal amount of all Notes then Outstanding issued
under the Indenture and affected thereby, subject to certain exceptions set
forth in the Indenture. The Indenture also contains provisions permitting the
Holders of not less than a majority in principal amount of the Notes at the time
Outstanding, on behalf of the Holders of all Notes at such time Outstanding, to
waive compliance by the Company with certain provisions of the Indenture.
Furthermore, provisions in the Indenture permit the Holders of not less than a
majority in principal amount of the Notes then Outstanding to waive on behalf of
all of the

                                       ii

<PAGE>

Holders of such Notes certain past defaults under the Indenture and their
consequences. Any such consent or waiver shall be conclusive and binding upon
the Holder of this Note and upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency herein prescribed.

         Defeasance and Covenant Defeasance. The Indenture contains provisions
for defeasance at any time of (a) the entire indebtedness of the Company on this
Note and (b) certain restrictive covenants and the related defaults and Events
of Default, upon compliance by the Company with certain conditions set forth
therein, which provisions apply to this Note.

         Authorized Denominations. The Notes are issuable only in registered
form without coupons in denominations of $1,000 or any integral multiple of
$1,000.

         Registration of Transfer or Exchange. As provided in the Indenture and
subject to certain limitations herein and therein set forth, the transfer of
this Note is registrable in the Security Register upon presentation of this Note
for registration of transfer at the office or agency of the Company in any place
where the principal of and interest on this Note are payable, duly endorsed by
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

         As provided in the Indenture and subject to certain limitations herein
and therein set forth, the Notes are exchangeable for a like aggregate principal
amount of Notes of different authorized denominations, as requested by the
Holders surrendering the same.

         This Note is a Global Security. If the depositary with respect to the
Notes (which shall initially be DTC) is at any time unwilling, unable or
ineligible to continue as depositary and a successor depositary is not appointed
by the Company within 90 days, the Company will issue Notes in definitive
registered form without coupons, in any authorized denominations, of like tenor,
in an aggregate principal amount equal to the principal amount of the Registered
Securities in global form (the "Registered Global Note"), in exchange for such
Registered Global Note(s). In addition, the Company may at any time and in its
sole discretion determine that the Notes will no longer be represented by
Registered Global Notes and, in such event, will issue Notes in definitive
registered form, in such tenor, in any authorized denominations and in an
aggregate principal amount equal to the principal amount of the Registered
Global Notes representing such Notes, in exchange for such Registered Global
Notes. In any such instance, an owner of a beneficial interest in a Registered
Global Note will be entitled to physical delivery in definitive registered form
of Notes equal in principal amount to such beneficial interest and to have such
Notes registered in its name. Notes so issued in definitive registered form will
be issued in

                                      iii

<PAGE>

denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000 and will be issued in registered form only, without coupons.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

         Defined Terms. Unless otherwise defined in this Note, all capitalized
terms used in this Note shall have the meanings assigned to them in the
Indenture.

         Governing Law. This Note shall be governed by and construed in
accordance with the law of the State of New York, without regard to principles
of conflicts of laws.

         Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

                                   * * * * * *

                                       iv

<PAGE>

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed as of the date hereof.



Dated: July 2, 2002                         STILWELL FINANCIAL INC.



                                            By:   ___________________________
                                                  Name:
                                                  Title:



TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities referred to in the
within-mentioned Indenture

JPMORGAN CHASE BANK,
    as Trustee

By:   ________________________
        Authorized Officer

                                       v

<PAGE>

                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below: (I) or (we) assign and
transfer this Note to

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Note on the books of Stilwell Financial Inc. The agent may
substitute another to act for him.

________________________________________________________________________________

Date:__________________

                               Your Signature:



                               __________________________________
                               (Sign exactly as your name appears on the face of
                               this Note)

                               Signature guarantee:

                                       vi