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                                                                 EXHIBIT 10.34.1

                                  AMENDMENT TO
                              EMPLOYMENT AGREEMENT

         This Amendment to Employment Agreement (this "Amendment") is entered
into as of December 18, 2003, by and between Janus Capital Group Inc., a
Delaware corporation (the "Company") and Mark B. Whiston (the "Executive").
Capitalized terms used herein but not otherwise defined herein shall have the
respective meaning ascribed to them in the Employment Agreement (as defined
below).

         WHEREAS, the Company and the Executive previously entered into that
certain Employment Agreement, dated as of January 1, 2003 (the "Agreement"),
setting forth the terms of the Executive's employment with the Company; and

         WHEREAS, the parties now desire to modify certain terms of the
Executive's employment and amend the Agreement as hereinafter provided;

         NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth below, the Company and the Executive hereby agree as follows:

         1. Section 2 is hereby amended and restated in its entirety as follows:

                  "2. Employment Period. The Company hereby agrees to employ the
         Executive, and the Executive hereby agrees to continue in the employ of
         the Company on the terms and subject to the conditions of this
         Agreement, for the period commencing on the Effective Date and ending
         on December 31, 2006 (the "Initial Period"); provided that commencing
         on January 1, 2007 and as of January 1 of each year thereafter (a
         "Renewal Date"), this Agreement shall automatically renew for
         additional one-year periods (each, a "Renewal Period", and as renewed,
         the "Employment Period"), unless either party gives notice of
         non-renewal at least 90 days prior to the next Renewal Date."

         2. Section 3(a)(i) is hereby amended and restated in its entirety as
follows:

                  "(i) During the Employment Period, (A) the Executive shall
         serve as Chief Executive Officer of the Company, reporting directly to
         the Board of Directors of the Company, as a member of the Board and as
         Vice-Chairman of the Board, with duties, authorities and
         responsibilities commensurate with such title and office and (B) the
         Executive's services shall be performed in Denver, Colorado."

         3. Section 3(b)(ii) is hereby amended and restated in its entirety as
follows:

                  "(ii) Annual Bonus. In addition to the Annual Base Salary, the
         Executive shall be eligible to earn, for each fiscal year ending during
         the Employment Period, an annual bonus (an "Annual Bonus") on terms and
         conditions, including performance goals, as set forth in a bonus plan
         approved by the Committee, which shall provide for performance driven
         bonuses that are dependent upon Company performance. In approving such
         bonus plan, the

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         Committee shall consult with the Company's Management Committee.
         Depending upon the performance of the Company and the application of a
         possible - 33.3 % negative discretionary factor available to the
         Committee, the Annual Bonus can range from a low of $0 to a high of the
         maximum amount to be specified by the Committee and consistent with the
         provisions of the Company's Management Incentive Compensation Plan. The
         Committee shall annually certify, to the extent required by Section
         162(m) of the Internal Revenue Code of 1986, as amended ("Section
         162(m)"), that the Executive has met the performance goals necessary
         for the payment of an Annual Bonus and in the amount calculated under
         the Bonus Plan. Notwithstanding the foregoing, the Executive's Annual
         Bonus for 2003 shall be paid according to the terms of the Executive
         Bonus Plan (the "Bonus Plan") approved by the Committee at its meeting
         on March 17, 2003, subject to the following adjustments with respect to
         the following components of the Bonus Plan: (i) no payment shall be
         made with respect to the "Gross New Sales" component, (ii) the payment
         with respect to the "Fund Performance" component shall be made on or
         before February 13, 2004, (iii) the payment with respect to the
         "Operating Earnings" component shall (A) be made as soon as practicable
         after February 13, 2004, as determined by the Committee, but in no
         event later than December 31, 2004, and (B) not be conditioned on the
         Executive's employment with the Company after February 13, 2004, and
         (iv) payments shall be made in shares of the Company's Common Stock
         ("Common Stock"), based upon the fair market value of the Common Stock
         on the date of payment, with respect to which the Executive shall have
         a withholding tax election right in accordance with the provisions of
         Section 3(b)(x)(E)."

         4. The following new Section 3(b)(ix) is hereby added to the Agreement:

                  "(ix) Retention Bonuses. In addition to the Annual Base Salary
         and the Annual Bonus, the Executive shall receive a one-year retention
         bonus ("One-Year Retention Bonus") and an eighteen-month retention
         bonus ("Eighteen-Month Retention Bonus") on the following terms and
         conditions:

                  A. The One-Year Retention Bonus:

                  (1) Effective as of the date of this Amendment, the Company
         hereby grants to the Executive the right to receive shares of Common
         Stock having a value of $2,500,000 based upon the fair market value of
         the Common Stock on the date of this Amendment, which grant hereby
         provides for (i) full vesting of the right to receive such shares of
         Common Stock if the Executive is employed by the Company on December
         31, 2004, whether or not the Executive has given notice to the Company
         of the Executive's election to elect an Optional Termination, (ii)
         payment to the Executive of the Common Stock that is subject to such
         grant on the first date after December 31, 2004 when the Company's
         accrual of the compensation deduction attributable to the payment of
         such shares of Common Stock to the Executive is not subject to the
         deduction limitations of Section 162(m), and (iii) the Executive to
         have a withholding tax election right in accordance with the provisions
         of Section 3(b)(x)(E); and

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                  (2) Effective as of December 31, 2004, if the Executive is
         employed by the Company on that date, the Company shall credit an
         account in the Executive's name under a deferred compensation plan to
         be established by the Company on or before March 31, 2004 (the
         "Deferred Compensation Plan") with $1,500,000, which account shall be
         (i) fully vested on December 31, 2004, whether or not the Executive has
         given notice to the Company of the Executive's election to elect an
         Optional Termination, (ii) distributable to the Executive or his
         beneficiaries no earlier than the first date after December 31, 2004
         when the Company's accrual of the compensation deduction attributable
         to the payment of the balance in such deferred compensation account is
         not subject to the deduction limitations of Section 162(m), and (iii)
         otherwise subject to all terms and conditions of the Deferred
         Compensation Plan, except as provided above.

                  B. The Eighteen-Month Retention Bonus:

                  (1) Effective as of the date of this Amendment, the Company
         hereby grants to the Executive the right to receive shares of Common
         Stock having a value of $1,000,000 based upon the fair market value of
         the Common Stock on the date of this Amendment, which grant hereby
         provides for (i) full vesting of the right to receive such shares of
         Common Stock if the Executive is employed by the Company on June 30,
         2005, (ii) payment to the Executive of the Common Stock that is subject
         to such grant on the first date after June 30, 2005 when the Company's
         accrual of the compensation deduction attributable to the payment of
         such shares of Common Stock to the Executive is not subject to the
         deduction limitations of Section 162(m), and (iii) the Executive to
         have a withholding tax election right in accordance with the provisions
         of Section 3(b)(x)(E); and

                  (2) Effective as of June 30, 2005, if the Executive is
         employed by the Company on that date, the Company shall credit an
         account in the Executive's name under the Deferred Compensation Plan
         with $500,000, which account shall be (i) fully vested on June 30,
         2005, (ii) distributable to the Executive or his beneficiaries no
         earlier than the first date after June 30, 2005 when the Company's
         accrual of the compensation deduction attributable to the payment of
         the balance in such deferred compensation account is not subject to the
         deduction limitations of Section 162(m), and (iii) otherwise subject to
         all terms and conditions of the Deferred Compensation Plan, except as
         provided above."

         5. The following new Section 3(b)(x) is hereby added to the Agreement.

                  "(x) Long Term Incentive Stock Plan. The shares of Common
         Stock granted to the Executive pursuant to Sections 3(b)(ii) and
         3(b)(ix) shall be treated as awards of bonus shares under the Company's
         Long Term Stock Incentive Plan (the "LTI Plan"), subject to the
         following:

                  A. This Amendment shall constitute the Award Agreement (as
         such term is defined in the LTI Plan) for all such stock incentives.

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                  B. All shares of Common Stock issued pursuant to such stock
         awards shall be subject to the escrow and legend requirements of the
         LTI Plan, and such awards shall be subject to the transferability
         restrictions contained in the LTI Plan.

                  C. There shall be no accelerated vesting of any such awards,
         including any cash payments included with such awards, upon a "Change
         of Control" as that term is defined in the LTI Plan.

                  D. Until the shares of Common Stock included in the One-Year
         Retention Bonus and the Eighteen-Month Retention Bonus are paid to the
         Executive in accordance with Section 3(b)(ix)(A)(1) or Section
         3(b)(ix)(B)(1), as applicable, the Executive shall not be entitled to
         receive any dividends with respect to such shares and shall not be
         entitled to exercise voting rights or other rights associated with the
         ownership of such shares.

                  E. In accordance with procedures as may be established by the
         Committee, the Executive shall be entitled to elect to have the
         Company, at the time of receipt of a stock payment, withhold shares of
         Common Stock to pay (1) any taxes required to be withheld by the
         Company with respect to such taxable event, and (2) if the Executive so
         elects, any additional taxes payable by the Executive with respect to
         the taxable event up to the maximum statutory payroll and income tax
         withholding amount as of the date of the taxable event. Any such
         election by the Executive shall be in writing in a form approved by the
         Committee, shall be irrevocable, and shall be made at such time or
         times as may be prescribed by the Committee. Any such shares withheld
         by the Company may be purchased by the Company and/or sold to third
         parties pursuant to brokerage arrangements established by the Company,
         as determined by the Company, with the net proceeds to be used to make
         withholding deposits with the applicable tax authorities."

         6. Clauses (i) and (vii) and the last sentence of Section 4(c) are
hereby amended and restated in their entirety as follows:

                  "(i) the failure to have authority, duties or responsibilities
         consistent with the Executive's position (including status, offices,
         titles and reporting requirements) as contemplated by the Agreement, or
         any action by the Company which results in a material diminution in
         such position, authority, duties or responsibilities, or the assignment
         to the Executive of material duties inconsistent with the Executive's
         position as Vice Chairman of the Board and Chief Executive Officer of
         the Company, excluding for this purpose any action not taken in bad
         faith and which is remedied by the Company promptly after receipt of
         notice hereof given by the Executive; or"

                  "(vii) the failure of the Executive to continue, except
         pursuant to his voluntary resignation or the failure of the Company
         shareholders to approve his


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         reelection to serve as a member of the Board, to serve as Vice Chairman
         of the Board."

                  "The failure of the Executive to be a member of the Board or
         the Vice Chairman of the Board shall constitute Good Reason only if
         such failure satisfies the provisions of Section 4(c)(vi) or Section
         4(c)(vii)."

         7. Section 5(a)(i) is hereby amended and restated in its entirety as
follows:

                  "(i) the Company shall pay to the Executive the aggregate of
         the following amounts:

                  A. the sum of (1) the Executive's Annual Base Salary through
         the Date of Termination, (2) any unpaid Annual Bonus with respect to
         the fiscal year of the Company prior to the Date of Termination, (3)
         any accrued and unpaid vacation, if any, and (4) the product of (x) the
         Annual Bonus with respect to the fiscal year of the Company prior to
         the Date of Termination or, if none, any annual bonus paid with respect
         to the fiscal year of the Company prior to the Date of Termination
         (actual sales commissions paid to be treated as an annual bonus for
         this purpose) and (y) a fraction, the numerator of which is the number
         of days in the fiscal year in which the Date of Termination occurs
         through the Date of Termination, and the denominator of which is 365,
         in each case to the extent not theretofore paid (the sum of the amounts
         described in clauses (1), (2), (3) and (4) shall be hereinafter
         referred to as the "Accrued Obligations"); the Accrued Obligations
         described in the foregoing clauses (1), (2) and (3) shall be paid in a
         lump sum in cash within 30 days following the Date of Termination, and
         the Accrued Obligations described in the foregoing clause (4) shall be
         paid in a lump sum in cash on the later of (aa) any day within the
         first 30 days following the Date of Termination, or (bb) if not within
         the first 30 days following the Date of Termination, on the first day
         following such 30th day when the Company's deduction for the payment or
         accrual of the amount described in such clause (4) is not subject to
         the deduction limitations of Section 162(m); and

                  B. If the Date of Termination is on or before December 31,
         2005, an amount equal to the product of (1) three and (2) the sum of
         (x) the Annual Base Salary and (y) the average of the actual sales
         commissions and Annual Bonuses paid to the Executive by the Company and
         its predecessor with respect to the 2001 through 2003 fiscal years,
         minus the following amounts if the Executive shall have fully vested in
         and shall have received or shall be entitled to receive the One-Year
         Retention Bonus and/or the Eighteen-Month Retention Bonus: (aa) with
         respect to the One-Year Retention Bonus, $2,500,000 for the stock grant
         pursuant to Section 3(b)(ix)(A)(1) and $1,500,000 for the deferred
         compensation credit pursuant to Section 3(b)(ix)(A)(2), and (bb) with
         respect to the Eighteen-Month Retention Bonus, $1,000,000 for the stock
         grant pursuant to Section 3(b)(ix)(B)(1) and $500,000 for the deferred
         compensation credit pursuant to Section 3(b)(ix)(B)(2). Such payment
         shall be made to the Executive on the later of (aa) any day within the
         first 30 days following the Date of Termination, or


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         (bb) if not within the first 30 days following the Date of Termination,
         on the first day following such 30th day when the Company's deduction
         for the payment or accrual of the severance payment provided for
         hereunder is not subject to the deduction limitations of Section
         162(m).

                  C. If the Date of Termination is after December 31, 2005, an
         amount equal to the product of (1) two and (2) the sum of (x) the
         Annual Base Salary and (y) the average of the actual sales commissions
         and Annual Bonuses paid to the Executive by the Company and its
         predecessor with respect to the two fiscal years immediately prior to
         the Date of Termination, minus the following amounts if the Executive
         shall have fully vested in and shall have received or shall be entitled
         to receive the One-Year Retention Bonus and/or the Eighteen-Month
         Retention Bonus: (aa) with respect to the One-Year Retention Bonus,
         $2,500,000 for the stock grant pursuant to Section 3(b)(ix)(A)(1) and
         $1,500,000 for the deferred compensation credit pursuant to Section
         3(b)(ix)(A)(2), and (bb) with respect to the Eighteen-Month Retention
         Bonus, $1,000,000 for the stock grant pursuant to Section
         3(b)(ix)(B)(1) and $500,000 for the deferred compensation credit
         pursuant to Section 3(b)(ix)(B)(2). Such payment shall be made to the
         Executive on the later of (aa) any day within the first 30 days
         following the Date of Termination, or (bb) if not within the first 30
         days following the Date of Termination, on the first day following such
         30th day when the Company's deduction for the payment or accrual of the
         severance payment provided for hereunder is not subject to the
         deduction limitations of Section 162(m)."

         8. The second and third sentences of Section 5(b) are hereby amended
and restated in their entirety as follows:

         "In addition, all Retention and Incentive Awards shall immediately vest
         and/or be paid, as applicable, provided, however, in the case of the
         One-Year Retention Bonus and the Eighteen-Month Retention Bonus, such
         bonuses shall be paid on the first date after December 31, 2004 or June
         30, 2005, whichever may be applicable, when the Company's accrual of
         the compensation deduction attributable to the payment of shares of
         Common Stock to the Executive or the payment of the balance in the
         deferred compensation account, whichever may be applicable, is not
         subject to the deduction limitations of Section 162(m). The Accrued
         Obligations shall be paid to the Executive's estate or beneficiary, as
         applicable, within the time periods specified in section 5(a)(i)(A)."

         9. The second and third sentences of Section 5(c) are hereby amended
and restated in their entirety as follows:

         "In addition, all Retention and Incentive Awards shall immediately vest
         and/or be paid, as applicable, provided, however, in the case of the
         One-Year Retention Bonus and the Eighteen-Month Retention Bonus, such
         bonuses shall be paid on the first date after December 31, 2004 or June
         30, 2005, whichever may be applicable, when the Company's accrual of
         the compensation deduction attributable to the payment of shares of
         Common Stock to the Executive or the


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         payment of the balance in the deferred compensation account, whichever
         may be applicable, is not subject to the deduction limitations of
         Section 162(m). The Accrued Obligations shall be paid to the Executive
         within the time periods specified in section 5(a)(i)(A)."

         10. The last sentence of Section 5(d) is hereby amended and restated in
its entirety as follows:

         "Notwithstanding any other provisions of this Agreement, including
         without limitation the provisions of Section 2 and of the prior
         sentence, in the event that the Executive elects at any time during
         October 2004 to terminate his employment with the Company as of January
         1, 2005 (an "Optional Termination"), the Company shall pay to the
         Executive, in addition to the amounts set forth in the prior sentence,
         his Annual Bonus for 2004 and any unpaid Annual Bonus with respect to
         any prior fiscal year of the Company."

         11. Unless otherwise indicated, all references in this Amendment to
designated "Sections" are to the designated Sections of the Agreement.

         12. Except as modified by the foregoing, the terms and conditions of
the Agreement shall remain unaffected and shall continue in full force and
effect after the date hereof.

         13. This Amendment may be executed by one or more of the parties to
this Amendment on any number of separate counterparts (including counterparts
delivered by telecopy), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. Any such counterpart delivered
by telecopy shall be effective as an original for all purposes.

         14. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of Delaware regardless of the laws that might
otherwise govern under applicable principles of conflicts of laws thereof.

         15. This Amendment shall be effective as of the date hereof.

                            (SIGNATURE PAGE FOLLOWS)

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         IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the date first set forth above.

                                        JANUS CAPITAL GROUP INC.


                                        By: /s/ LOREN M. STARR
                                            -----------------------------------
                                        Its: Senior Vice President and Chief
                                              Financial Officer


                                        MARK B. WHISTON

                                        /s/ MARK B. WHISTON
                                        ---------------------------------------


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