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                                                                    EXHIBIT 10.1

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

The Janus 401(k), Profit Sharing and Employee Stock Ownership Plan, as restated
effective November 1, 2001 (the "Plan"), is hereby amended to reflect and
memorialize amendments to the Plan approved by the Board of Directors on, with
respect to paragraphs 1 through 11 and 13, March 8, 2004, and with respect to
paragraph 12, August 12, 2004:

      1.    Section 4.02 is amended by deleting subsections (a), (b) and (h) and
            substituting the following:

            (a)   INVESTMENT DIRECTION

                  Subject to the provisions of this Section, each participant
                  shall have the right to direct the investment of all of his
                  Accounts - other than the ESOP Stock Bonus contribution
                  Account - among the investment funds that are available under
                  the Plan.

            (b)   INVESTMENT FUND

                  An Investment Fund means any portion of the assets of the
                  Trust Fund that is either (1) required to be an Investment
                  Fund by the terms of the Plan or (2) is chosen by the Plan
                  Administrator, and is designated by the Plan Administrator in
                  a manner and form acceptable to the Trustee.

            (h)   ADDITION AND DELETION OF INVESTMENT FUNDS; MAINTENANCE AND
                  ADMINISTRATION OF ACCOUNTS

                  Investment Funds may be added from time to time by the Plan
                  Administrator. Investment funds other than the Janus Stock
                  Fund ("JNS Fund"), the KCSI Stock Fund and the Janus Mutual
                  Funds may be deleted from time to time at the direction of the
                  Plan Administrator, provided, that the Plan Administrator must
                  at all times maintain an array of mutual funds other than
                  Janus Mutual funds that constitute a "broad range of
                  investment alternatives" within the meaning of 29 C.F.R.
                  Section 2550.404c-1(b)(2)(iii)(C)(1). The JNS Fund, the KCSI
                  Fund and the Janus Mutual Funds may be removed as investment
                  options under the Plan only by amendment of the Plan by the
                  Company. For each Investment Fund required by the terms of the
                  Plan or chosen by the Plan Administrator, the Plan
                  Administrator will maintain a separate set of accounts, and
                  the Plan Administrator shall establish guidelines for the
                  proper administration of affected accounts when an investment
                  fund is added or deleted, whether at the direction of the Plan
                  Administrator or by amendment of the Plan.

      2.    The following subsections are hereby added to Article I
            "DEFINITIONS:"

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            (a)   Immediately after "Code" the following subsection is added:

                  1.05  COMPANY

                        Company means Janus Capital Group Inc.

            (b)   Immediately after "Issuer" the following subsection is added:

                  1.20  JANUS STOCK FUND

                        Janus Stock Fund ("JNS Fund") means an investment fund
                        consisting of common stock issued by the Company or by
                        an affiliate, and cash necessary for liquidity purposes.

            (c)   Immediately after "Janus Stock Fund" the following subsection
                  is added:

                  1.21  JANUS MUTUAL FUND

                        Janus Mutual Fund means a retail mutual fund advised by
                        the Company or subsidiary thereof and is listed in
                        Appendix II of this Plan.

            The subsections of Article I are hereby renumbered 1.01 through 1.38
            to reflect the three subsections added above.

      3.    Section 1.27 (as renumbered, Section 1.30) is amended and restated
            in its entirety to read and provide as follows:

                  1.29  Plan Administrator

                        Unless changed by the Company pursuant to Section 9.01,
                        the Plan Administrator is the Plan Advisory Committee.

      4.    A new Section 4.05 is hereby added, to read and provide as follows:

            4.05  LIMITATIONS ON DISCRETION OF PLAN ADMINISTRATOR

                  (a)   TRADING RESTRICTIONS

                  The Plan Administrator shall observe restrictions on the
                  trading activity of Plan participants and beneficiaries that
                  are substantially the same as those imposed by the Company on
                  its employees or required by law in order to prevent illegal
                  or abusive trading practices. Nothing in this Plan shall
                  confer on a Participant or Beneficiary the right to direct
                  assets credited to

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                  his Plan Account or to obtain a distribution from the Plan in
                  violation of any such Plan restrictions. The observance of and
                  compliance with any such Plan restriction shall not give rise
                  to a blackout as that term is defined in Section 101(i)(7) of
                  ERISA and the Department of Labor Regulation codified in 29
                  U.S.C. Section 2520.101-3 (d)(1).

            (b)   JANUS MUTUAL FUNDS; JNS AND KCSI FUNDS

                  The Plan Administrator is not empowered under this Plan to
                  evaluate the performance of the JNS fund, the KCSI Fund, and
                  the Janus Mutual Funds.

      5.    Article 6 (Currently, "Reserved") should be amended, as follows:

                                    Article 6

                                INVESTMENT FUNDS

            Investment funds under the Plan shall include the JNS Fund, the KCSI
            Fund, the Janus Mutual Funds and such other investment options,
            including mutual funds advised and managed by investment companies
            other than the Company and any affiliate of the Company, as may be
            selected from time to time by the Plan Administrator or its
            delegate.

      6.    Section 9.16, lead-in clause, should be amended as follows:

            The Advisory Committee, or the Plan Administrator if the Advisory
            Committee is the Plan Administrator, shall have all powers necessary
            to discharge its duties under this Plan, including, without
            limitation, the following:

      7.    Section 9.16 should be further amended to delete all text after the
            conclusion of Paragraph (i) and insert in lieu thereof:

            Provided, However, that neither the Advisory Committee nor the Plan
            Administrator is empowered under this Plan to evaluate the Janus
            Mutual Funds or to alter the list in Appendix II.

            The Advisory Committee and the Plan Administrator must exercise
            their powers, duties and discretion under the Plan in a uniform and
            non-discriminatory manner.

      8.    Section 9.16(e) should be amended to read as follows:

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            To direct the Trustee as respects the crediting and distribution of
            the Trust and as respects Trust investments for which the Plan
            Administrator has responsibility under the Plan.

      9.    Section 13.02 is amended by deleting subsections (c) and (d) and
            substituting the following:

            (c)   INVESTMENTS

                  The Plan Administrator shall from time to time provide to the
                  Trustee written investment policies that, consistent with the
                  terms of the Plan, set forth the Plan's investment objectives
                  and guidelines, including trading restrictions to prevent
                  illegal or abusive practices.

                  If such policies are not provided to the Trustee, the Trustee
                  in consultation with the Plan Administrator shall develop and
                  implement investment objectives and guidelines consistent with
                  the immediately preceding paragraph.

                  The Trustee will invest the Trust Fund in accordance with the
                  investment objectives and guidelines, considering the
                  liquidity needs of the Plan and consistent with applicable
                  rules of fiduciary responsibility.

            (d)   PLAN ADMINISTRATOR DIRECTION OF INVESTMENTS

                  Subject to Sections 4.02(h), 4.05 and 13.02(c), the Plan
                  Administrator shall direct the Trustee with respect to the
                  investment and reinvestment of Trust Fund assets. The Trustee
                  and Plan Administrator shall execute a letter agreement (which
                  shall be deemed a document governing the Plan) containing
                  conditions, limitations and other provisions pursuant to which
                  the Trustee will follow the Plan Administrator's directions.
                  The letter agreement may provide for Participant direction
                  with respect to investment and reinvestment of a Participant's
                  Account in accordance with Article 4.

                  Except as provided in the letter agreement or by this Section
                  13 or as may be required by ERISA, the Trustee shall have no
                  duty or responsibility to review, initiate action with respect
                  to, or make recommendations regarding Trust Fund assets and
                  will retain such assets until directed by the Plan
                  Administrator to dispose of them.

      10.   Sections 3.03(c), 3.04(c) and 3.05(c), each titled "Application of
            Forfeitures," should each be deleted and substituted with the
            following:

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            (c)   APPLICATION OF FORFEITURES

            Forfeitures under the Plan shall be applied as follows:

                  (1)   Forfeitures shall first be applied to pay Plan expenses
                        described in Section 9.11 (pertaining to Expenses of
                        Administration). Any Plan expenses remaining after the
                        application of Forfeitures under this Paragraph shall be
                        paid in accordance with Section 9.11 of the Plan;

                  (2)   any Forfeitures remaining after the application of
                        Paragraph (1) of this Subsection shall be applied to
                        reduce the Employer's contribution obligation under
                        Section 7.06(c) (pertaining to restoration of
                        Participant Employer Contribution Accounts);

                  (3)   any Forfeitures remaining after the application of
                        Paragraphs (1) and (2) of this Subsection shall be
                        applied to reduce the Employer's Employer Matching
                        Contribution obligation under Section 3.03(b);

                  (4)   any Forfeitures remaining after the application of
                        Paragraphs (1), (2) and (3) of this Subsection shall
                        applied to reduce the Employer's contribution
                        obligation, if any, to maintain the Plan's qualified
                        status and/or satisfy the Nondiscrimination requirements
                        provided in Article 11 of the Plan; and

                  (5)   any Forfeitures remaining after the application of
                        Paragraphs (1), (2), (3), and (4) of this Subsection
                        shall be treated as an Employer Discretionary Profit
                        Sharing Contribution and allocated in accordance with
                        Section 3.04 (b).

            Section 9.11, titled "Expenses of Administration" should be amended
            to read as follows:

                  9.11  Expenses of Administration

                  The Plan Sponsor does not and will not guarantee the Plan
                  assets against loss. All Expenses of Administration identified
                  in Subsection (a) of this Section shall first be charged
                  against Forfeitures arising under Sections 3.03(c), 3.04(c)
                  and 3.05(c) of the Plan. If any Forfeitures remain after the
                  payment of Expenses of Administration identified in Subsection
                  (a), such Forfeitures shall be allocated in accordance with
                  Section 4.02(d) and used to pay Expenses of Administration
                  identified in Subsection (b) of this Section. The Plan
                  Sponsor, in its sole discretion, may pay any portion of the
                  Expenses of Administration remaining after the application of
                  the Forfeitures.

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                  The Plan is ultimately responsible for all Expenses of
                  Administration remaining after the application of Forfeitures
                  and payment, if any, by the Plan Sponsor. All such remaining
                  Expenses of Administration shall be allocated in accordance
                  with Section 4.02(d) of the Plan, charged against Plan assets
                  as deducted by the Trustee.

                  (a).  Expenses of Administration shall include ordinary and
                        necessary expenses associated with maintaining and
                        administering the Plan, including, without limitation,
                        the fees or expenses of administrators, record keepers,
                        consultants, advisers, accountants and attorneys in
                        connection therewith; expenses incurred for maintaining
                        the tax qualified status of the Plan; and taxes, if any,
                        imposed upon the Plan.

                  (b).  Except with respect to Participant-directed Account
                        transactions, which may be assessed against and paid
                        directly from the Participant's Account, and except with
                        respect to the purchase of shares to be held by the JNS
                        Fund, which may be assessed against and paid out of the
                        Discretionary ESOP Contribution giving rise to the
                        purchase, Expenses of Administration shall also include
                        fees, charges or commissions with respect to the
                        purchase and sale of Plan assets (subject to the
                        investment policies of the Plan).

      11.   The first paragraph of the Plan Preamble should be amended and
            restated in its entirety to read as follows:

            The general purpose of this Plan and Trust is to provide, in
            accordance with its provisions, a tax qualified, defined
            contribution plan providing retirement and related benefits for
            eligible employees of the Company, Janus Capital Group, Inc. Among
            others, it is a purpose of this Plan to align the economic interests
            of the Company and its employees by making available to those who
            are eligible to participate in the Plan a tax advantaged opportunity
            to acquire equity in the Company through investment in the JNS Fund
            and to acquire shares of any or all of the retail mutual funds to
            which the Company is an advisor.

      12.   A new Article 15, entitled "Participant Loans" shall be added to the
            Plan as follows:

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                                   ARTICLE 15

                                PARTICIPANT LOANS

            15.01 PARTICIPANT LOANS PERMITTED

            Loans to Participants are permitted pursuant to the terms and
            conditions set forth in this Article, except that a loan shall not
            be permitted to a Participant who is no longer an Employee or to a
            Beneficiary. A Participant's request for a loan shall be granted or
            denied based on uniform and nondiscriminatory standards established
            by the Committee. The Committee reserves the right to cease making
            loans at any time without prior notice to Participants.

            15.02 LOAN APPLICATION, NOTICE AND SECURITY

            A Participant may apply for a loan at such times, in such manner and
            with the advance notice prescribed by the Committee. The Committee
            may impose a loan application fee and/or loan maintenance fee
            provided such fees are imposed on a uniform and nondiscriminatory
            basis. Each loan shall be evidenced by a promissory note, secured
            only by the portion of the Participant's Account from which the loan
            is made, and the Plan shall have a lien on such portion of his or
            her Account.

            15.03 MAXIMUM NUMBER OF LOANS

            A Participant may have up to two loans outstanding at any time.

            15.04 LOAN FUNDING LIMITS AND ACCOUNT SOURCES

            The loan amount must meet all of the following limits as determined
            as of the Valuation Date the loan is processed and shall be funded
            from the Participant's Accounts as follows:

                  (a)   MINIMUM LOAN AMOUNT

                        The minimum amount for any loan is $1,000.

                  (b)   MAXIMUM LOAN AMOUNT

                        The maximum a Participant may borrow, including the
                        aggregate outstanding balances of existing Plan loans,
                        is 50% of his or her vested Account balance, not to
                        exceed $50,000. However, the $50,000 maximum is reduced
                        by the excess of:

                        (1) The Participant's highest aggregate outstanding Plan
                        loan balance during the twelve-month period ending on
                        the Valuation Date the loan is processed; over

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                        (2) The Participant's aggregate outstanding Plan loan
                        balance on the Valuation Date the loan is processed.

                  (c)   ACCOUNT SOURCES

                        A Participant may borrow from his or her Accounts;
                        provided, however, that a Participant may not borrow
                        from his or her Discretionary ESOP Stock Bonus
                        Contributions Account to the extent that such account is
                        invested in Janus Capital Group Inc. stock.

            15.05 SOURCE AND TIMING OF LOAN FUNDING

            A loan to a Participant shall be made solely from the assets of his
            or her own Account. The loan shall be funded immediately following
            the Valuation Date the loan is processed. Payment shall be made to
            the Participant as soon thereafter as administratively feasible.

            15.06 LOAN TERM

            The maximum loan period is five years; provided, however, that if
            the loan is a primary residence loan the maximum loan period is
            fifteen years.

            15.07 LOAN PAYMENTS

            The loan shall be subject to a substantially level amortization
            schedule requiring periodic payments of interest and principal made
            no less frequently than quarterly. The Committee may require a
            minimum payment amount. Loan payments shall be made through
            mandatory payroll deduction. A Participant on an unpaid leave of
            absence of up to one year may elect to suspend loan payments during
            the leave of absence. Notwithstanding the preceding sentence, if the
            Company so determines, loan payments will be suspended under the
            Plan in connection with qualifying military service as permitted
            under Code section 414(u).

            A Participant may repay with a cashiers check or money order, at any
            time and without penalty, the entire principal balance then
            outstanding on his or her loan and the interest due to date on the
            prepaid portion. Partial prepayment is not permitted.

            Loan principal payments shall be credited to the Participant's
            Accounts in the inverse of the order used to fund the loan. Loan
            interest shall be credited to the Participant's Accounts in direct
            proportion to the principal payment. Loan payments are credited to
            the Investment Funds based upon the Participant's investment
            election currently in effect for new deposits to his or her
            Accounts.

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            15.08 LOAN INTEREST RATE

            The interest rate charged on Participant loans shall be a fixed
            reasonable rate of interest, determined from time to time by the
            Committee, which provides the Plan with a return commensurate with
            the prevailing interest rate charged by persons in the business of
            lending money for loans which would be made under similar
            circumstances.

            15.09 LOAN DEFAULT AND FORECLOSURE

            A loan shall be in default and become due and payable in full if any
            payment is not made within 90 days of the date it is due or if full
            payment is not made within 90 days of the Participant's death. The
            Committee shall use reasonable effort to attempt to give the
            Participant (or his or her Beneficiary) written notice of default in
            advance of the end of the 90-day grace period. If an event of
            default is not cured within the grace period, the Committee shall
            declare a default in the amount of the unpaid principal balance of
            the loan and interest thereon to the date of the default. The
            default shall be declared whether or not the Participant has
            received advanced notice of the default from the Committee. If at
            the time of a default the Participant no longer is an Employee or
            has attained age 59 1/2, the Committee shall direct the Trustee to
            satisfy the default through a loan offset distribution that treats
            the defaulted amount as an actual distribution from the Plan. The
            Participant's Account shall be reduced by the amount of the
            defaulted amount, and any subsequent distribution from the Account
            shall be net of this prior distribution.

            If at the time of a default the Participant remains an Employee and
            has not attained age 59 1/2, the Committee shall direct the Trustee
            to satisfy the default by declaring a deemed distribution, which
            shall be a form of lien against the Account of the borrowing
            Participant. In addition, the portion of the Participant's Account
            treated as a deemed distribution no longer shall accrue interest (or
            incur a loss). Following the deemed distribution, when an event
            occurs pursuant to which the Participant or his or her Beneficiary
            will receive a distribution from the Account of such Participant
            under the provisions of the Plan, then the Account of such
            Participant shall be reduced by the amount of the deemed
            distribution. The distribution now to be made to the Participant or
            his or her Beneficiary from the Account shall be net of the amount
            of the deemed distribution.

            A Participant who has defaulted on a loan shall be prohibited from
            initiating another loan.

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            15.10 LOAN CALL

            The Committee shall have the right to call a Participant's loan once
            the Participant's employment with the Company has terminated or if
            the Plan is terminated.

      13.   Appendix - The existing appendix (dealing with prior service credit)
            should be re-titled "Appendix I" and a new "Appendix II" should be
            added, to read as follows:

                                   Appendix II

                               JANUS MUTUAL FUNDS

Janus Adviser International Equity Fund
Janus Adviser Risk Managed Growth Fund
Janus Adviser U.S. Value Fund
Janus Adviser Small Company Value Fund
Janus Balanced Fund
Janus Core Equity Fund
Janus Enterprise Fund
Janus Flexible Income Fund
Janus Fund
Janus Global Life Sciences Fund
Janus Global Opportunities Fund
Janus Global Technology Fund
Janus Government Money Market Fund
Janus Growth & Income Fund
Janus High-Yield Fund
Janus Mercury Fund
Janus Mid-Cap Value Fund - Investor
Janus Money Market Fund
Janus Olympus Fund
Janus Orion Fund
Janus Overseas Fund
Janus Risk Managed Stock Fund
Janus Short-Term Bond Fund
Janus Small-Cap Value Fund - Investor
Janus Special Equity Fund
Janus Twenty Fund
Janus Venture Fund
Janus Worldwide Fund

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      14.   Any conforming changes that are necessary as a result of the above
            amendments are hereby made.

      15.   Except as amended above, the Plan shall remain in full force and
            effect.

IN WITNESS WHEREOF, the Employer, has caused this instrument to be executed as
of the date specified below.

                                            JANUS CAPITAL GROUP INC.

Dated: December 31, 2004                    By: /s/ Douglas N. Beck
                                                --------------------

                                            Its: Assistant Secretary

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