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                                                                    EXHIBIT 10.4

                            JANUS CAPITAL GROUP INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                (AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2005)
          (TO APPLY TO OFFERINGS OTHER THAN THE FIRST, SECOND AND THIRD
                           OFFERINGS UNDER THE PLAN)

                                   1. PURPOSE

      The purpose of this Employee Stock Purchase Plan is to encourage and
enable Eligible Employees of Janus Capital Group Inc. ("Janus") and certain of
its Subsidiaries and Affiliates to acquire proprietary interests in Janus
through the ownership of Common Stock in order to establish a closer
identification of their interests with those of Janus by providing them with a
more direct means of participating in its growth and earnings which, in turn,
will provide motivation for participating Employees to remain with and to give
greater effort on behalf of Janus.

                                 2. DEFINITIONS

      The following words or terms, when used herein, shall have the following
respective meanings:

      (a) "Account" or "Account Balance" shall mean and refer to the aggregate
      amount of payroll deductions accumulated with respect to an Employee
      during the Purchase Period for an offering for the purpose of purchasing
      Shares under the Plan.

      (b) "Active Service" shall mean and refer to the state of being paid for
      services performed or paid while absent for sickness, vacation, holidays
      or paid leave of absence, but shall not include termination or severance
      payments.

      (c) "Aggregate Purchase Price" shall mean the amount which represents the
      percentage of the Employee's Base Pay as designated by an Employee on the
      election form submitted by the Employee in accordance with Section 6 for
      the purchase of Shares pursuant to an offering made under this Plan.

      (d) "Base Pay" shall mean and refer to annual base rate of pay as
      determined from the payroll records on such date as shall be designated by
      the Board of Directors or the Committee for any offering of Stock made
      under this Plan. Base Pay includes gross straight time, sick pay, vacation
      pay or holiday pay, as the case may be, before any payroll deductions, but
      excludes overtime, commissions and bonuses.

      (e) "Board" or "Board of Directors" shall mean the Board of Directors of
      Janus.

      (f) "Committee" shall mean and refer to the Committee appointed by the
      Board of Directors to administer this Plan.

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      (g) "Date of Grant" shall mean the date designated by the Board of
      Directors or the Committee as the date Options are granted to Eligible
      Employees pursuant to an offering made under this Plan.

      (h) "Eligible Employee" or "Employee" shall mean and refer to a person
      regularly employed by Janus or one of its Subsidiaries or Affiliated
      Entities designated by the Board of Directors or the Committee on such
      date as shall be designated by the Board of Directors or the Committee for
      an offering of Stock made pursuant to this Plan; provided, however,
      persons whose customary employment is for only 20 hours or less per week
      or for not more than five months in any calendar year shall not be an
      "Employee" or an "Eligible Employee" as those terms are used herein.

      (i) "Fair Market Value" shall mean and refer to the mean of the high and
      low sales prices for Janus Shares traded on the New York Stock Exchange.

      (j) "Maximum Aggregate Purchase Price" shall mean the amount that results
      from applying the maximum percentage to an Employee's Base Pay as shall be
      specified by the Board of Directors or the Committee for any offering made
      under this Plan.

      (k) "Option" or "Options" shall mean and refer to the right or rights
      granted to Eligible Employees to purchase Stock pursuant to an offering
      made under this Plan.

      (l) "Outstanding Election" shall mean an election to purchase Stock in an
      offering under the Plan, or that part of such an election, which has not
      been cancelled (including voluntary cancellation by the Employee and
      deemed cancellations under Sections 14 and 15) prior to the close of
      business on the last business day of the Purchase Period.

      (m) "Plan" shall mean and refer to this Janus Employee Stock Purchase
      Plan, as amended.

      (n) "Purchase Period" shall mean and refer to a period of time established
      in advance by the Committee or its appropriate delegate in its sole
      discretion, during which installment payments shall be made to purchase
      Stock pursuant to an offering made under this Plan.

      (o) "Purchase Price" shall have the meaning assigned to such term in
      Section 8 of the Plan.

      (p) "Shares," "Stock" or "Common Stock" shall mean and refer to Shares of
      $0.01 par value Common Stock of Janus, which it is authorized by its
      Certificate of Incorporation to issue.

      (q) "Janus" shall mean and refer to Janus Capital Group Inc.

      (r) "Janus Group" shall mean and refer to Janus and its Subsidiaries and
      Affiliates, collectively.

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      (s) "Subscription Period' shall mean and refer to that period of time
      prescribed in any offering of Stock made under this Plan beginning on the
      first day Employees may elect to purchase Shares and ending on the last
      day such elections to purchase are authorized to be received and accepted.

      (t) "Subsidiary," "Affiliate" or "Affiliated Entity" shall mean any
      corporation (other than Janus) in an unbroken chain of corporations
      beginning with Janus if, at the Date of Grant of the Option, each of the
      corporations other than the last corporation in the unbroken chain owns
      stock possessing 50% or more of the total combined voting power of all
      classes of stock in one of the other corporations in such chain.

                           3. SHARES RESERVED FOR PLAN

      On June 14, 2000, a total of 4,000,000 Shares of Janus Common Stock were
reserved as authorized and unissued for this Plan. The Shares so reserved may be
issued and sold pursuant to one or more offerings under this Plan. With respect
to any such offering, the Board of Directors or the Committee will determine the
number of Shares remaining available under the Plan on the Date of Grant, the
length of the Subscription Period, the length of the Purchase Period, the Date
of Grant and such other terms and conditions not inconsistent with the Plan as
may be necessary or appropriate.

      In the event of a subdivision or combination of Janus' Shares, the maximum
number of Shares which may thereafter be issued and sold under the Plan and the
number of Shares under elections to purchase at the time of such subdivision or
combination will be proportionately increased or decreased, the terms relating
to the price at which Shares under elections to purchase will be sold will be
appropriately adjusted, and such other action will be taken as in the opinion of
the Board of Directors or the Committee is appropriate under the circumstances.
In the case of reclassification or other changes in Janus' Shares, the Board of
Directors or the Committee will make appropriate adjustments.

                          4. ADMINISTRATION OF THE PLAN

      This Plan shall be administered by a Committee appointed by the Board of
Directors, consisting of not less than three members of the Board who are not
eligible to participate in this Plan and one of whom shall be designated as
Chairman of the Committee. The Committee is vested with full authority to make,
administer and interpret such equitable rules and regulations regarding this
Plan or to make amendments to the Plan itself, as it may deem advisable. Its
determinations as to the interpretation and operation of this Plan shall be
final and conclusive.

      The Committee may act by a majority vote at a regular or special meeting
or by a decision reduced to writing and signed by a majority of the Committee
without holding a formal meeting. Whenever under this Plan an action may be
taken by the Board of Directors or the Committee, in the case of inconsistent or
contradictory actions, the action of the Board of Directors shall prevail.

      Vacancies in the membership of the Committee arising from death,
resignation, removal or other inability to serve shall be filled by appointment
by the Board of Directors.

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                          5. PARTICIPATION IN THE PLAN

      Options to purchase Shares will be granted to Eligible Employees as
defined above; provided, however, the Board of Directors or the Committee may
determine, as to any offering of Common Stock made under this Plan, that the
offer will not be extended to highly compensated Employees within the meaning of
Section 414(q) of the Internal Revenue Code of 1986, as amended.

              6. EMPLOYEE'S ELECTION TO PURCHASE - GRANT OF OPTIONS

      To participate in an offering under the Plan, an Eligible Employee must
elect to purchase Shares by signing a form that designates the percentage of
Base Pay to be used to calculate the Aggregate Purchase Price elected by the
Employee for such offering and delivering it before the end of the Subscription
Period for the offering to Janus, to the Janus Group entity by whom he or she is
employed or to such other entity designated in the offering to accept such
elections. The Aggregate Purchase Price elected by an Employee for an offering
may not exceed the Maximum Aggregate Purchase Price for such offering. Notice
that an election to purchase Shares has become effective, that the Employee has
been granted an Option to purchase Shares and showing the Aggregate Purchase
Price elected by the Employee shall be delivered to each participating Employee.

               7. MAXIMUM NUMBER OF SHARES WHICH MAY BE PURCHASED

      In each offering under the Plan, each Eligible Employee shall be granted
an Option to purchase a number of Shares equal to (i) such Eligible Employee's
Aggregate Purchase Price with respect to such offering period, divided by (ii)
the Purchase Price per Share; provided, however, that no Employee shall be
granted an Option to purchase Shares under this Plan if such Employee,
immediately after such Option is granted, owns or holds Options to purchase
Stock possessing 5% or more of the total combined voting power or value of all
classes of Stock of Janus or any of its Subsidiaries; and provided, further, no
Employee may be granted an Option to purchase Stock which permits his rights to
purchase Stock under all such plans of Janus and its Subsidiaries to accrue at a
rate which exceeds $25,000 of Fair Market Value of such Stock (determined at the
time such Option is granted) for each calendar year in which such Option is
outstanding at any time. Any Employee may elect to purchase less than the
maximum number of Shares which he or she is entitled to elect to purchase.

      The number of Shares which an Eligible Employee may purchase in an
offering under the Plan may be reduced in the event the offering is
over-subscribed. No Option granted to an Eligible Employee in an offering under
the Plan shall permit such Employee to purchase Shares which, if added together
with the total number of Shares purchased by all other Employees in such
offering, would exceed the total number of Shares remaining available under the
Plan on the Date of Grant of such offering. As of the close of business on the
last business day of the Purchase Period in an offering, the number of Shares
which all Eligible Employees have elected to purchase under Outstanding
Elections shall be counted. If the total number of Shares which all Eligible
Employees have elected to purchase under Outstanding Elections in the offering
exceeds the number of Shares remaining available under the Plan, the number of
Shares for

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which each such Outstanding Election is effective shall be reduced on a pro rata
basis, and the total number of Shares which may be purchased pursuant to all
such Outstanding Elections shall not exceed the total number of Shares remaining
available under the Plan.

      All Shares available to be sold in any offering under this Plan in excess
of the total number of Shares purchased by Eligible Employees in any such
offering shall continue to be reserved for this Plan and shall be available for
inclusion in any subsequent offering under this Plan.

                                8. PURCHASE PRICE

      The Purchase Price per Share (except in the case of a deemed cancellation
of an election to purchase) will be 85% of the Fair Market Value on the last
business day of the month in which the Purchase Period ends or, if no Shares
were traded on that day, on the last day prior thereto on which Shares were
traded; provided, however, the Purchase Price will in no event be less than the
par value of the Shares.

                              9. METHOD OF PAYMENT

      Payment for Shares purchased pursuant to the Plan shall be made in
installments through periodic payroll deductions, with no right of prepayment.
Each Employee electing to purchase Shares shall authorize the withholding from
his or her pay for each payroll period during the Purchase Period the percentage
of Base Pay that results in the amount that will produce at the end of the
Purchase Period the Aggregate Purchase Price. Such deductions shall be in
uniform periodic amounts in conformity with his or her employer's payroll
deduction schedule. The amount of each Employee's payroll deductions shall be
credited to such Employee's Account.

      If in any payroll period, an Employee has no pay or his or her pay is
insufficient (after other authorized deductions) to permit deduction of the full
amount of his or her installment payment, then (i) the installment payment for
such payroll period shall be reduced to the amount of pay remaining, if any,
after all other authorized deductions, and (ii) the percentage of Base Pay that
results in the Aggregate Purchase Price shall be deemed to have been reduced by
the amount of the reduction in the installment payment for such payroll period.

      An Employee may elect to reduce the percentage of Base Pay originally
designated by such Employee for such offering by filing a new election form with
Janus specifying the reduced percentage of Base Pay at any time before the close
of business on the day that is thirty (30) days prior to the end of the Purchase
Period for such offering

                            10. INTEREST ON PAYMENTS

      No interest shall be paid on sums withheld from an Employee's pay for
purchase of Shares under this Plan.

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                            11. RIGHTS AS STOCKHOLDER

      An Employee will become a stockholder with respect to Shares that are
purchased pursuant to Options granted under the Plan when such Shares are
transferred into an Employee's name on the books and records of Janus. In no
event may Shares be purchased pursuant to an Option more than 27 months after
the Date of Grant of such Option. Ownership of Shares purchased under the Plan
will be entered on the books and records of Janus as soon as administratively
practicable after payment for the Shares has been received in full by Janus.
Shares purchased under the Plan will be issued as soon as practicable after an
Employee becomes a stockholder. An Employee will have no rights as a stockholder
with respect to Shares for which an election to purchase has been made under the
Plan until such Employee becomes a stockholder as provided above.

                 12. RIGHTS TO PURCHASE SHARES NOT TRANSFERABLE

      An Employee's rights under his or her election to purchase Shares under
this Plan may not be sold, pledged, assigned, or transferred in any manner. If
an Employee's rights are sold, pledged, assigned, or transferred in violation of
this Section 12, the right to purchase Shares of the Employee guilty of such
violation shall terminate, and the only right remaining under such Employee's
election to purchase will be to receive a refund of the amount then credited to
the Employee's Account.

       13. CANCELLATION OF ELECTION TO PURCHASE - WITHDRAWAL FROM OFFERING

      An Employee who has elected to purchase Shares in an offering may cancel
his or her election in its entirety (but not in part) by a written notice of
withdrawal delivered to Janus before the close of business on the business day
that is thirty (30) days prior to the end of the Purchase Period for such
offering. If an Employee cancels his or her election, the Employee shall receive
in cash, as soon as practicable after delivery of the notice of cancellation,
the amount credited to his or her Account.

                            14. DEEMED CANCELLATIONS

(a)   Events Constituting a Deemed Cancellation

      (i)   Leave of Absence, Layoff or Temporarily Out of Active Service

      An Employee purchasing Stock under the Plan who is granted an unpaid leave
      of absence, is laid off, or otherwise temporarily out of Active Service
      during the Purchase Period without terminating employment shall be
      eligible to remain a participant in the Plan during such absence, for a
      period of no longer than 90 days or, if longer, so long as the Employee's
      right to reemployment with his or her employer is guaranteed either by
      statute or contract (but not beyond the last day of the Purchase Period).
      The provisions of Section 9 shall apply if the Employee has no pay or his
      or her pay is insufficient (after other authorized deductions) to cover
      the required installment payments during such absence. If an Employee does
      not return to Active Service upon the expiration of his or

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      her leave of absence or lay-off or, in any event, within 90 days from the
      date of his or her leaving Active Service (unless the Employee's right to
      reemployment with his or her employer is guaranteed either by statute or
      contract), his or her election to purchase shall be deemed to have been
      cancelled on the 91st day after such Employee's leaving Active Service.

      (ii)  Termination of Employment

      If, before an Employee has completed payment for Shares under the Plan, he
      or she resigns, is dismissed or transferred to a company other than Janus
      or a Subsidiary of Janus, or if the entity by which he or she is employed
      should cease to be a Subsidiary of Janus, his or her election to purchase
      shall be deemed to have been cancelled at that time; provided, however,
      that the Committee in its sole discretion may in lieu thereof specify that
      there shall be a "Substitution or Assumption" (and not a deemed
      cancellation) of an election to purchase if the Committee determines that
      a company or entity and Janus have made satisfactory arrangements for such
      company or entity to substitute a new option for the Option under such
      election to purchase, or to assume such Option under such election to
      purchase, by reason of a transaction (A) that is a corporate merger,
      consolidation, acquisition of property or stock, separation,
      reorganization, or liquidation, as defined in Section 424(a) of the United
      States Internal Revenue Code of 1986 and regulations thereunder (including
      a spin-off, split-up or similar transaction); (B) pursuant to which the
      excess of the aggregate fair market value of the shares subject to the new
      option immediately after the Substitution or Assumption over the aggregate
      option price of such shares is not more than the excess of the aggregate
      fair market value of all Shares subject to the Option immediately before
      the Substitution or Assumption over the aggregate option price of such
      Shares; and (C) pursuant to which the new option or the assumption of the
      Option does not give the Employee additional benefits which he or she did
      not have under the Option.

(b)   Terms and Conditions of a Deemed Cancellation

      In the event that an Employee's election to purchase Shares is deemed to
be cancelled due to a leave of absence or termination of employment, each as
defined above, the Employee shall be withdrawn from Plan participation and cease
to be a participant. Upon the cessation of participation, any Option held by the
Employee under the Plan shall be treated as follows: (i) the Employee may give
written request to the Plan Administrator within five (5) business days after
the Employee's termination (so long as the request is delivered in writing to
Janus no later than five (5) business days prior to the last day of the Purchase
Period of such offering) of his or her desire to apply his or her Account
Balance to the exercise of the Option, or (ii) if no such request is received
from the Employee, then the Employee's Account Balance will be refunded in cash
to the Employee. In the event an Employee elects to purchase Shares within the
allowable time periods described above, the effective date of the Option
exercise shall be the last business day of the month the request was received
and the Purchase Price per Share shall be 85% of the Fair Market Value on the
effective date of exercise, provided, that in no event will the Purchase Price
be less than the par value of the Shares.

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(c)   Terms and Conditions of a Substitution or Assumption

      If the Committee determines under Section 14(a)(ii) of the Plan to provide
a Substitution or Assumption of Options granted hereunder, the Employee shall
have no further rights under this Plan and the Employee's rights, if any, to his
or her Account or to purchase any property in lieu of Shares shall be governed
exclusively by the arrangements effecting such Substitution or Assumption
including any stock purchase plan of the company or entity substituting a new
option for an Option or assuming an existing Option.

                           15. DEATH OF A PARTICIPANT

      If an Employee dies before he or she has completed payment for Shares
under the Plan, his or her election to purchase Shares shall be deemed to have
been cancelled on the date of death. As soon as administratively feasible after
the death of an Employee, the amount then credited to the Employee's Account
shall be paid in cash to the beneficiary or beneficiaries designated by the
Employee on a beneficiary designation form filed with Janus before such
Employee's death or, in the absence of an effective beneficiary designation, to
the executor, administrator or other legal representative of the Employee's
estate.

                            16. APPLICATION OF FUNDS

      All funds received by Janus in payment for Shares purchased under this
Plan and held by Janus at any time may be used for any valid corporate purpose.

                   17. RETIREMENT PLAN HARDSHIP DISTRIBUTION

      In the event that an Employee has received a hardship distribution under
the Janus 401(k) Plan, such Employee shall be prohibited from participating in
this Plan for a period of six (6) months after the Employee's receipt of the
hardship distribution.

                     18. COMMENCEMENT OF PLAN; RESTATEMENT

      This Plan originally commenced on July 13, 2000. This amendment and
restatement of the Plan as set forth herein is effective January 1, 2005, and
applies to offerings under the Plan after the first, second and third offerings.

                19. GOVERNMENT APPROVALS OR CONSENTS; AMENDMENT

      This Plan and any offering and sales to Employees under it are subject to
any governmental or regulatory approvals or consents that may be or become
applicable in connection therewith. The Board of Directors or the Committee may
terminate the Plan at any time and may make such changes in the Plan and include
such terms in any offering under this Plan as may be necessary or desirable,
including, but not limited to, such changes as may be necessary or desirable, in
the opinion of counsel for Janus, to comply with the rules or regulations of any
governmental authority, or to be eligible for tax benefits under the United
States Internal Revenue Code of 1986, as amended, or the laws of any state.

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