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                                                                     EXHIBIT 4.3

                            JANUS CAPITAL GROUP INC.

                              Senior Notes due 2014

                          REGISTRATION RIGHTS AGREEMENT


                                                              New York, New York
                                                                  April 26, 2004

Citigroup Global Markets Inc.
   as Dealer Manager
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

         Janus Capital Group Inc., a Delaware corporation ("Janus"), proposes to
issue its Senior Notes due 2014 (the "New Notes") as part of an exchange offer
(the "Initial Exchange Offer") for its outstanding 7.00% Senior Notes due 2006
and 7.75% Notes due 2009 (together, the "Old Notes"), upon the terms set forth
in a Dealer Manager Agreement (the "Dealer Manager Agreement") dated March 15,
2004, among Janus, Capital Group Partners, Inc., a New York corporation and a
wholly-owned subsidiary of Janus, and you as the dealer manager (the "Dealer
Manager"), relating to the Initial Exchange Offer. The New Notes are to be
issued under an indenture (the "Indenture") dated as of April 26, 2004, between
Janus and JPMorgan Chase Bank, as trustee (the "Trustee"). To induce the Dealer
Manager to enter into the Dealer Manager Agreement and to satisfy a condition to
your obligations thereunder, Janus agrees with you for your benefit and the
benefit of the holders (each a "Holder" and, collectively, the "Holders") from
time to time of the New Notes or the Exchange Notes (as hereinafter defined), as
follows:

         1. Definitions. Capitalized terms used herein without definition shall
have their respective meanings set forth in the Dealer Manager Agreement. As
used in this Agreement, the following capitalized defined terms shall have
the following meanings:

         "Act" shall mean the Securities Act of 1933, as amended, and the rules
and regulations of the Commission promulgated thereunder.

         "Additional Interest" shall have the meaning set forth in Section 5(a)
hereto.

         "Affiliate" of any specified person shall mean any other person that,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified person. For purposes of this definition, control of
a person shall mean the power, direct or indirect, to direct or cause the
direction of the management and policies of such person whether by contract or
otherwise; and the terms "controlling" and "controlled" shall have meanings
correlative to the foregoing.

         "Broker-Dealer" shall mean any broker or dealer registered as such
under the Exchange Act.


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         "Business Day" shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City, New York.

         "Commission" shall mean the Securities and Exchange Commission.

         "Dealer Manager" shall have the meaning set forth in the preamble
hereto.

         "Dealer Manager Agreement" shall have the meaning set forth in the
preamble hereto.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

         "Exchange Notes" shall mean debt securities of Janus identical in all
material respects to the New Notes (except that the interest rate step-up and
purchase provisions and the transfer restrictions shall be modified or
eliminated, as appropriate) and to be issued under the Indenture.

         "Exchange Offer Registration Period" shall mean the period of time that
is necessary to permit the Prospectus to be lawfully delivered by all persons
subject to the prospectus delivery requirements of the Act for such period of
time as is necessary to comply with applicable law in connection with any resale
transaction, provided that such period does not exceed one year, exclusive of
any period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

         "Exchange Offer Registration Statement" shall mean a registration
statement of Janus on an appropriate form under the IAct with respect to the
Registered Exchange Offer, all amendments and supplements to such registration
statement, including post-effective amendments thereto, in each case including
the Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.

         "Exchanging Dealer" shall mean any Holder (which may include any Dealer
Manager) that is a Broker-Dealer and elects to exchange for Exchange Notes any
New Notes that it acquired for its own account as a result of market-making
activities or other trading activities (but not directly from Janus or any
Affiliate of Janus) for Exchange Notes.

         "Expiration Date" shall have the meaning set forth in Section 2(c)(ii)
hereto.

         "Fee" shall have the meaning set forth in the Dealer Manager Agreement.

         "Holder" and "Holders" shall have the respective meanings set forth in
the preamble hereto.

         "Indenture" shall have the meaning set forth in the preamble hereto.

         "Initial Exchange Offer" shall have the meaning set forth in the
preamble hereto.

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         "Janus" shall have the meaning set forth in the preamble hereto.

         "Losses" shall have the meaning set forth in Section 7(d) hereof.

         "Majority Holders" shall mean, on any date, the Holders of a majority
of the aggregate principal amount of the New Notes registered or to be
registered under a Registration Statement.

         "Managing Underwriters" shall mean the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering,
if any, under a Registration Statement.

         "New Notes" shall have the meaning set forth in the preamble hereto.

         "Old Notes" shall have the meaning set forth in the preamble hereto.

         "Prospectus" shall mean the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the New Notes or the Exchange Notes covered by such
Registration Statement, and all amendments and supplements thereto, including
all exhibits thereto and all material incorporated by reference therein.

         "Registered Exchange Offer" shall mean the proposed offer of Janus to
issue and deliver to the Holders of the New Notes that are not prohibited by any
law or policy of the Commission from participating in such offer, in exchange
for the New Notes, a like aggregate principal amount of the Exchange Notes.

         "Registrable Securities" shall mean each New Note or Exchange Note
until the earliest to occur of: (i) the date on which such New Note or Exchange
Note has been registered under a Registration Statement and disposed of in
accordance therewith; (ii) the date on which such New Note or Exchange Note is
distributed to the public pursuant to Rule 144 under the Act or any successor
rule or regulation thereto that may be adopted by the Commission; (iii) the date
on which such New Note is exchanged in the Registered Exchange Offer for an
Exchange Note that may be resold to the public without complying with the
prospectus delivery requirements of the Act (provided that no Exchange Note held
by an Exchanging Dealer shall cease to constitute a Registrable Security
pursuant to this clause (iii) unless and until disposed of pursuant to the
underwriting or plan of distribution section (or similarly entitled section)
contemplated by the Exchange Offer Registration Statement (including the
delivery of the Prospectus contained therein); or (iv) following the exchange by
an Exchanging Dealer in the Registered Exchange Offer of a New Note for an
Exchange Note, the date on which such Exchange Note is sold to a purchaser who
receives from such Exchanging Dealer on or before the date of such sale a copy
of a Prospectus complying with the requirements of the Act.

         "Registration Default" shall have the meaning set forth in Section 5(a)
hereof.

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         "Registration Statement" shall mean any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the New Notes or
the Exchange Notes pursuant to the provisions of this Agreement, any amendments
and supplements to such registration statement, including post-effective
amendments (in each case including the Prospectus contained therein), all
exhibits thereto and all material incorporated by reference therein.

         "Settlement Date" shall mean the date on which the Initial Exchange
Offer has been consummated.

         "Shelf Registration" shall mean a registration under the Act effected
pursuant to Section 3 hereof.

         "Shelf Registration Period" shall have the meaning set forth in Section
3(b)(ii) hereof.

         "Shelf Registration Statement" shall mean a "shelf" registration
statement of Janus pursuant to the provisions of Section 3 hereof which covers
some or all of the New Notes, on an appropriate form under Rule 415 under the
Act, or any similar rule that may be adopted by the Commission, amendments and
supplements to such registration statement, including (i) post-effective
amendments; and (ii) any "shelf" registration statement filed prior to the date
of this Agreement under which Janus may register resales of the New Notes, in
each case including the Prospectus contained therein, all exhibits thereto and
all material incorporated by reference therein.

         "Transferability Date" shall have the meaning set forth in Section 5(a)
hereof.

         "Trustee" shall have the meaning set forth in the preamble hereto.

         "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
amended, and the rules and regulations of the Commission promulgated thereunder.

         "underwriter" shall mean any underwriter of New Notes in connection
with an offering thereof under a Shelf Registration Statement.

         2. Registered Exchange Offer. (a) Janus shall prepare and, not later
than 90 days following the Settlement Date (or if such 90th day is not a
Business Day, the next succeeding Business Day), shall file with the Commission
the Exchange Offer Registration Statement with respect to the Registered
Exchange Offer. Janus shall use its reasonable best efforts to (i) cause the
Exchange Offer Registration Statement to become effective under the Act within
150 days of the Settlement Date (or if such 150th day is not a Business Day, the
next succeeding Business Day); and (ii) consummate the Registered Exchange Offer
within 180 days of the Settlement Date (or if such 180th day is not a Business
Day, the next succeeding Business Day).

         (b) Upon the effectiveness of the Exchange Offer Registration
Statement, Janus shall promptly commence the Registered Exchange Offer, it being
the objective of such Registered Exchange Offer to enable each Holder electing
to exchange New Notes for Exchange Notes (provided that such Holder is not an
Affiliate of Janus, acquires the Exchange Notes in the

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ordinary course of such Holder's business, has no arrangements with any
person to participate in the distribution of the Exchange Notes and is not
prohibited by any law, rule or policy of the Commission from participating in
the Registered Exchange Offer) to trade such Exchange Notes from and after their
receipt without any limitations or restrictions under the Act and without
material restrictions under the securities laws of a substantial proportion of
the several states of the United States.

         (c) In connection with the Registered Exchange Offer, Janus shall:

                  (i) mail to each Holder a copy of the Prospectus forming part
         of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (ii) keep the Registered Exchange Offer open for not less than
         20 Business Days and not more than 30 Business Days after the date
         notice thereof is mailed to the Holders (or, in each case, longer if
         required by applicable law) (the "Expiration Date");

                  (iii) use its reasonable best efforts to keep the Exchange
         Offer Registration Statement continuously effective under the Act,
         supplemented and amended as required under the Act to ensure that it is
         available for sales of Exchange Notes by Exchanging Dealers during the
         Exchange Offer Registration Period;

                  (iv) utilize the services of a depositary for the Registered
         Exchange Offer with an address in the Borough of Manhattan in New York
         City, which may be the Trustee or an Affiliate thereof;

                  (v) permit Holders to withdraw tendered New Notes at any time
         prior to the close of business, New York time, on the last Business Day
         on which the Registered Exchange Offer is open;

                  (vi) if requested by the Commission or then required under
         applicable interpretations of the Commission's staff, prior to
         effectiveness of the Exchange Offer Registration Statement, provide a
         supplemental letter to the Commission (A) stating that Janus is
         conducting the Registered Exchange Offer in reliance on the position of
         the Commission in Exxon Capital Holdings Corporation (pub. avail. May
         13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991),
         and (B) including a representation that Janus has not entered into any
         arrangement or understanding with any person to distribute the Exchange
         Notes to be received in the Registered Exchange Offer and that, to the
         best of Janus' information and belief, each Holder participating in the
         Registered Exchange Offer is acquiring the Exchange Notes in the
         ordinary course of business and has no arrangement or understanding
         with any person to participate in the distribution of the Exchange
         Notes; and

                  (vii) comply in all respects with all applicable laws.

         (d) As soon as practicable after the close of the Registered Exchange
Offer, Janus shall:

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                  (i) accept for exchange all New Notes tendered and not validly
         withdrawn pursuant to the Registered Exchange Offer;

                  (ii) deliver to the Trustee for cancellation in accordance
         with Section 4(t) all New Notes so accepted for exchange; and

                  (iii) cause the Trustee promptly to authenticate and deliver
         to each Holder of New Notes a principal amount of Exchange Notes equal
         to the principal amount of the New Notes of such Holder so accepted for
         exchange.

         (e) Each Holder hereby acknowledges and agrees that any Broker-Dealer
and any such Holder using the Registered Exchange Offer to participate in a
distribution of the Exchange Notes (x) could not under Commission policy as in
effect on the date of this Agreement rely on the position of the Commission in
Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan Stanley
and Co., Inc. (pub. avail. June 5, 1991), as interpreted in the Commission's
letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters;
and (y) must comply with the registration and prospectus delivery requirements
of the Act in connection with any secondary resale transaction, and any
secondary resale transactions by such Holder must be covered by an effective
registration statement containing the selling security holder and plan of
distribution information required by Item 507 or 508, as applicable, of
Regulation S-K under the Act if the resales are of Exchange Notes obtained by
such Holder in exchange for New Notes acquired by such Holder directly from
Janus or one of its Affiliates. Accordingly, each Holder participating in the
Registered Exchange Offer shall be required to represent to Janus that, at the
time of the consummation of the Registered Exchange Offer:

                  (i) any Exchange Notes received by such Holder will be
         acquired in the ordinary course of such Holder's business;

                  (ii) such Holder will have no arrangement or understanding
         with any person to participate in the distribution of the New Notes or
         the Exchange Notes within the meaning of the Act; and

                  (iii) such Holder is not an Affiliate of Janus.

         3. Shelf Registration. (a) If (i) due to any change in law or
applicable interpretations thereof by the Commission's staff, Janus determines
upon advice of its outside counsel that it is not permitted to effect the
Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any
other reason the Registered Exchange Offer is not consummated within 180 days of
the Settlement Date; or (iii) any Holder is not eligible to participate in the
Registered Exchange Offer, Janus shall effect a Shelf Registration Statement in
accordance with subsection (b) below.

         (b) (i) Janus shall as promptly as practicable (but in no event more
than 60 days after so required or requested pursuant to this Section 3), file
with the Commission and thereafter shall use its reasonable best efforts to
cause to be declared effective under the Act a Shelf Registration Statement
relating to the offer and sale of the New Notes by the Holders thereof from time
to time in accordance with the methods of distribution elected by such Holders
and set forth in such Shelf Registration Statement; provided, however, that no
Holder shall be

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entitled to have the New Notes held by it covered by such Shelf Registration
Statement unless such Holder agrees in writing to be bound by all of the
provisions of this Agreement applicable to such Holder; and provided further
that with respect to a Shelf Registration Statement required pursuant to clause
(ii) of Section 3(a), the consummation of a Registered Exchange Offer shall
relieve Janus of its obligations under this Section 3(b) but only in respect of
its obligations under such clause (ii) of Section 3(a).

                  (ii) Janus shall use its reasonable best efforts to keep the
         Shelf Registration Statement continuously effective, supplemented and
         amended as required by the Act, in order to permit the Prospectus
         forming part thereof to be usable by Holders until the expiration of
         the period referred to in Rule 144(k) under the Act (in no event
         exceeding two years from the date hereof or such shorter period that
         will terminate when all the New Notes covered by the Shelf Registration
         Statement have been sold pursuant to the Shelf Registration Statement
         (in any such case, such period being called the "Shelf Registration
         Period"). Janus shall be deemed not to have used its reasonable best
         efforts to keep the Shelf Registration Statement effective during the
         requisite period if it voluntarily takes any action that would result
         in Holders of New Notes covered thereby not being able to offer and
         sell such New Notes during that period, unless (A) such action is
         required by applicable law; or (B) such action is taken by Janus in
         good faith and for valid business reasons (not including avoidance of
         Janus' obligations hereunder), including the acquisition or divestiture
         of assets, so long as Janus promptly thereafter complies with the
         requirements of Section 4(k) hereof, if applicable.

                  (iii) Janus shall cause the Shelf Registration Statement and
         the related Prospectus and any amendment or supplement thereto, as of
         the effective date of the Shelf Registration Statement or such
         amendment or supplement, (A) to comply in all material respects with
         the applicable requirements of the Act and the rules and regulations of
         the Commission; and (B) not to contain any untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary in order to make the statements therein (in the
         case of a Prospectus contained therein, in the light of the
         circumstances under which they were made) not misleading.

         4. Additional Registration Procedures. In connection with any Shelf
Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.

         (a) Janus shall:

                  (i) furnish to you, not less than five Business Days prior to
         the filing thereof with the Commission, a copy of any Exchange Offer
         Registration Statement and any Shelf Registration Statement, and each
         amendment thereof and each amendment or supplement, if any, to the
         Prospectus included therein (including all documents incorporated by
         reference therein after the initial filing) and shall use its best
         efforts to reflect in each such document, when so filed with the
         Commission, such comments as you reasonably propose;

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                  (ii) include the information set forth in (A) Annex A hereto
         on the facing page of the Exchange Offer Registration Statement; (B)
         Annex B hereto in the forepart of the Exchange Offer Registration
         Statement in a section setting forth details of the Registered Exchange
         Offer; (C) Annex C hereto in the underwriting or plan of distribution
         section of the Prospectus contained in the Exchange Offer Registration
         Statement; and (D) Annex D hereto in the letter of transmittal
         delivered pursuant to the Registered Exchange Offer; and

                  (iii) in the case of a Shelf Registration Statement, include
         the information regarding the Holders that propose to sell New Notes
         pursuant to the Shelf Registration Statement as selling security
         holders.

         (b) Janus shall ensure that:

                  (i) any Registration Statement and any amendment thereto and
         any Prospectus forming part thereof and any amendment or supplement
         thereto complies in all material respects with the Act and the rules
         and regulations thereunder; and

                  (ii) any Registration Statement and any amendment thereto does
         not, when it becomes effective, contain an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading.

         (c) Janus shall advise you, the Holders of New Notes or Exchange Notes,
as the case may be, covered by any Registration Statement and any Exchanging
Dealer under any Exchange Offer Registration Statement that has provided in
writing to Janus a telephone or facsimile number and address for notices, and,
if requested by you or any such Holder or Exchanging Dealer, shall confirm such
advice in writing (which notice pursuant to clauses (ii) through (v) below shall
be accompanied by an instruction to suspend the use of the Prospectus until
Janus shall have remedied the basis for such suspension):

                  (i) when a Registration Statement and any amendment thereto
         has been filed with the Commission and when such Registration Statement
         or any post-effective amendment thereto has become effective;

                  (ii) of any request by the Commission for any amendment or
         supplement to a Registration Statement or the Prospectus or for
         additional information;

                  (iii) of the issuance by the Commission of any stop order
         suspending the effectiveness of a Registration Statement or the
         initiation or threatening of any proceedings for that purpose;

                  (iv) of the receipt by Janus of any notification with respect
         to the suspension of the qualification of the securities included in
         any Registration Statement for sale in any jurisdiction or the
         initiation of any proceeding for such purpose; and

                  (v) of the happening of any event that requires any change in
         a Registration Statement or the Prospectus so that, as of such date,
         the statements therein

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         do not contain any untrue statement of a material fact and do not omit
         to state a material fact required to be stated therein or necessary to
         make the statements therein (in the case of the Prospectus, in the
         light of the circumstances under which they were made) not misleading.

Upon receiving notice of the occurrence of any of the events listed in this
Section 4(c), each Holder will, upon request by Janus in writing, immediately
discontinue disposition of New Notes or Exchange Notes pursuant to a
Registration Statement until such Holder's receipt of copies of the supplemented
or amended Prospectus contemplated by Section 4(k) or until it is advised in
writing by Janus that use of the applicable Prospectus may resume, and, if so
directed by Janus, such Holder will deliver to Janus (at Janus' expense) all
copies in such Holder's possession, other than permanent file copies, of the
Prospectus covering such New Notes or Exchange Notes that was current at the
time of receipt of such notice.

         (d) Janus shall use its best efforts to prevent the issuance and, if
issued, to obtain the withdrawal at the earliest possible time of any order
suspending the effectiveness of any Registration Statement or the qualification
of the securities therein for sale in any jurisdiction.

         (e) Janus shall furnish to each Holder of New Notes covered by any
Shelf Registration Statement, without charge, at least one copy of such Shelf
Registration Statement and any post-effective amendment thereto, including all
material incorporated therein by reference, and, if the Holder so requests in
writing, all exhibits thereto (including exhibits incorporated by reference
therein).

         (f) Janus shall, during the Shelf Registration Period, promptly deliver
to you and to each Holder of New Notes covered by any Shelf Registration
Statement, and any sales or placement agents or underwriters acting on behalf of
such Holder, without charge, as many copies of the Prospectus (including each
preliminary Prospectus) included in such Shelf Registration Statement and any
amendment or supplement thereto as such person may reasonably request. Janus
consents to the use of the Prospectus or any amendment or supplement thereto by
each of the foregoing in connection with the offering and sale of the New Notes
covered by the Prospectus, or any amendment or supplement thereto, included in
the Shelf Registration Statement.

         (g) Janus shall furnish to each Exchanging Dealer that so requests,
without charge, at least one copy of the Exchange Offer Registration Statement
and any post-effective amendment thereto, including all material incorporated by
reference therein, and, if the Exchanging Dealer so requests in writing, all
exhibits thereto (including exhibits incorporated by reference therein).

         (h) Janus shall promptly deliver to you and to each Holder, each
Exchanging Dealer and each other person required to deliver a Prospectus during
the Exchange Offer Registration Period, without charge, as many copies of the
Prospectus included in such Exchange Offer Registration Statement and any
amendment or supplement thereto as any such person may reasonably request. Janus
consents to the use of the Prospectus or any amendment or supplement thereto by
you, any Holder, any Exchanging Dealer and any such other person that may be

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required to deliver a Prospectus following the Registered Exchange Offer in
connection with the offering and sale of the Exchange Notes covered by the
Prospectus, or any amendment or supplement thereto, included in the Exchange
Offer Registration Statement.

         (i) Prior to the Registered Exchange Offer or any other offering of New
Notes or Exchange Notes, as the case may be, pursuant to any Registration
Statement, Janus shall arrange, if necessary, for the qualification of the New
Notes or the Exchange Notes, as the case may be, for sale under the laws of such
jurisdictions as any Holder shall reasonably request and will maintain such
qualification in effect so long as required; provided that in no event shall
Janus be obligated to (i) qualify to do business or as a broker or dealer of
securities in any jurisdiction where it is not then so qualified; (ii) take any
action that would subject it to service of process in suits, other than those
arising out of the Initial Exchange Offer, the Registered Exchange Offer or any
offering pursuant to a Shelf Registration Statement, in any such jurisdiction
where it is not then so subject; or (iii) subject itself to taxation in any
jurisdiction if it is not already so subject.

         (j) Janus shall cooperate with the Holders of New Notes or Exchange
Notes, as the case may be, to facilitate the timely preparation and delivery of
certificates representing New Notes or Exchange Notes to be issued or sold
pursuant to any Registration Statement free of any restrictive legends and in
such denominations and registered in such names as Holders may request.

         (k) Upon the occurrence of any event contemplated by subsections (ii)
through (v) of Section 4(c) hereof, Janus shall promptly prepare a
post-effective amendment to the applicable Registration Statement or an
amendment or supplement to the related Prospectus or file any other required
document so that, as thereafter delivered to the persons entitled to the
delivery thereof pursuant to Section 4(c) hereof, the Prospectus will not
include an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
and to notify each Holder to suspend use of the Prospectus as promptly as
practicable after the occurrence of such an event, and each Holder hereby agrees
to suspend use of the Prospectus until Janus has amended or supplemented the
Prospectus to correct such misstatement or omission. In such circumstances, the
period of effectiveness of the Exchange Offer Registration Statement provided
for in Section 2 and the Shelf Registration Statement provided for in Section
3(b) shall each be extended by the number of days from and including the date of
the giving of a notice of suspension pursuant to Section 4(c) hereof to and
including the date the persons entitled to the delivery thereof pursuant to
Section 4(c) hereof shall have received such amended or supplemented Prospectus
pursuant to this Section 4(k); provided that, in the case of a suspension of the
use of the Shelf Registration Statement, the period of effectiveness of the
Shelf Registration Statement provided for in Section 3 shall not extend beyond
two years after the date hereof.

         (l) (A) Not later than the effective date of an Exchange Offer
Registration Statement, Janus shall provide a CUSIP number for the Exchange
Notes registered under such Exchange Offer Registration Statement and provide
the Trustee with printed certificates for such Exchange Notes, free of any
restrictive legends, in a form eligible for deposit with The Depository Trust
Company ("DTC") and (B) on the first Business Day following the effective

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date of any Shelf Registration Statement hereunder or as soon as possible
thereafter, Janus shall use its best efforts to cause DTC to remove (1) from any
existing CUSIP number assigned to the New Notes any designation indicating that
the New Notes are "restricted securities," which efforts shall include delivery
to DTC of a letter executed by Janus substantially in the form of Exhibit A
hereto and (2) any other stop or restriction on DTC's system with respect to the
New Notes. In the event Janus is unable to cause DTC to take the actions
described in the immediately preceding sentence, Janus shall take such actions
as the Majority Holders may reasonably request to provide, as soon as
practicable, a CUSIP number for the New Notes registered under the Shelf
Registration Statement and to cause the CUSIP number to be assigned to the New
Notes or Exchange Notes, as the case may be (or to the maximum aggregate
principal amount of the New Notes or Exchange Notes, as the case may be, to
which such number may be assigned). Upon compliance with the foregoing
requirements of this Section 4(l)(B), Janus shall provide the Trustee with
printed certificates for such New Notes in a form eligible for deposit with DTC.

         (m) Janus shall comply with all applicable rules and regulations of the
Commission and shall make generally available to its security holders as soon as
practicable after the effective date of the applicable Registration Statement an
earnings statement satisfying the provisions of Section 11(a) of the Act.

         (n) Janus shall cause the Indenture to be qualified under the Trust
Indenture Act in a timely manner.

         (o) Janus may require each Holder of New Notes to be sold pursuant to
any Shelf Registration Statement to furnish to Janus such information regarding
the Holder and the distribution of such New Notes as Janus may from time to time
reasonably require for inclusion in such Shelf Registration Statement. Janus may
exclude from such Shelf Registration Statement the New Notes of any Holder that
fails to furnish such information within a reasonable time after receiving such
request.

         (p) Janus shall, if requested, use its best efforts to incorporate
promptly in a Prospectus supplement or post-effective amendment to a Shelf
Registration Statement such information as a Holder may reasonably provide from
time to time to Janus in writing for inclusion in a Prospectus or any Shelf
Registration Statement concerning such Holder and the distribution of such
Holder's New Notes and shall make all required filings of such Prospectus
supplement or post-effective amendment as soon as reasonably possible after
receipt of notification of the matters to be incorporated in such Prospectus
supplement or post-effective amendment.

         (q) In the case of any Shelf Registration Statement, Janus shall enter
into such agreements and take all other appropriate actions (including, if
requested, an underwriting agreement in customary form) in order to expedite or
facilitate the registration or the disposition of the New Notes, and in
connection therewith, if an underwriting agreement is entered into, cause the
same to contain indemnification provisions and procedures no less favorable than
those set forth in Section 7 (or such other provisions and procedures acceptable
to the Majority Holders and the Managing Underwriters, if any, with respect to
all parties to be indemnified pursuant to Section 7).

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         (r) In the case of any Shelf Registration Statement, Janus shall:

                  (i) make reasonably available for inspection by the selling
         Holders of New Notes to be registered thereunder and any underwriter
         participating in any disposition pursuant to such Shelf Registration
         Statement, all relevant financial and other records, pertinent
         corporate documents and properties of Janus and its subsidiaries;
         provided, however, that any information that is designated in writing
         by Janus, in good faith, as confidential at the time of delivery of
         such information shall be kept confidential by the selling Holders or
         any such underwriter, unless such disclosure is made in connection with
         a court proceeding or required by law, or such information becomes
         available to the public generally or through a third party without an
         accompanying obligation of confidentiality and without any action or
         omission by any selling Holder in violation of this subsection (i); and
         provided, further, that the foregoing inspection shall be coordinated
         on behalf of the parties by one counsel designated by and on behalf of
         such parties;

                  (ii) cause Janus' officers, directors, employees, accountants
         and auditors to supply all relevant information reasonably requested by
         the selling Holders and any such underwriter in connection with any
         such Registration Statement as is customary for similar due diligence
         examinations; provided, however, that any information that is
         designated in writing by Janus, in good faith, as confidential at the
         time of delivery of such information shall be kept confidential by the
         selling Holders or any such underwriter, attorney, accountant or agent,
         unless such disclosure is made in connection with a court proceeding or
         required by law, or such information becomes available to the public
         generally or through a third party without an accompanying obligation
         of confidentiality and without any action or omission by any selling
         Holder in violation of this subsection (ii); and provided, further,
         that the foregoing due diligence examination shall be coordinated on
         behalf of the parties by one counsel designated by and on behalf of
         such parties;

                  (iii) make such representations and warranties to the Holders
         of New Notes registered thereunder and the underwriters, if any, in
         form, substance and scope as are customarily made by an issuer to
         underwriters in primary underwritten offerings and covering matters
         including, but not limited to, those set forth in the Dealer Manager
         Agreement;

                  (iv) obtain opinions of counsel to Janus and updates thereof
         (which counsel and opinions (in form, scope and substance) shall be
         reasonably satisfactory to the Managing Underwriters, if any) addressed
         to each selling Holder and the underwriters, if any, covering such
         matters as are customarily covered in opinions requested in
         underwritten offerings and such other matters as may be reasonably
         requested by such Holders and underwriters;

                  (v) obtain "cold comfort" letters and updates thereof from the
         independent certified public accountants of Janus (and, if necessary,
         any other independent certified public accountants of any subsidiary of
         Janus or of any business acquired directly or indirectly by Janus for
         which financial statements and financial data

                                       12
<PAGE>


         are, or are required to be, included in the Registration Statement),
         addressed to each selling Holder of New Notes registered thereunder and
         the underwriters, if any, in customary form and covering matters of the
         type customarily covered in "cold comfort" letters in connection with
         primary underwritten offerings; and

                  (vi) deliver such documents and certificates as may be
         reasonably requested by the Majority Holders or the Managing
         Underwriters, if any, including those to evidence compliance with
         Section 4(k) hereof and with any customary conditions contained in the
         underwriting agreement or other agreement entered into by Janus.

The actions set forth in the foregoing subclauses (iii), (iv), (v) and (vi)
shall be performed at (A) the effectiveness of such Registration Statement and
each post-effective amendment thereto; and (B) each closing under any
underwriting or similar agreement as and to the extent required thereunder.

         (s) In the case of any Exchange Offer Registration Statement, Janus
shall, if requested by the Dealer Manager:

                  (i) make reasonably available for inspection by you, and any
         attorney, accountant or other agent retained by you, all relevant
         financial and other records, pertinent corporate documents and
         properties of Janus and its subsidiaries; provided, however, that any
         information that is designated in writing by Janus, in good faith, as
         confidential at the time of delivery of such information shall be kept
         confidential by the you or any such attorney, accountant or agent,
         unless such disclosure is made in connection with a court proceeding or
         required by law, or such information becomes available to the public
         generally or through a third party without an accompanying obligation
         of confidentiality and without any action or omission by any selling
         Holder in violation of this subsection (i);

                  (ii) cause Janus' officers, directors, employees, accountants
         and auditors to supply all relevant information reasonably requested by
         you or any such attorney, accountant or agent in connection with any
         such Registration Statement as is customary for similar due diligence
         examinations; provided, however, that any information that is
         designated in writing by Janus, in good faith, as confidential at the
         time of delivery of such information shall be kept confidential by you
         or any such attorney, accountant or agent, unless such disclosure is
         made in connection with a court proceeding or required by law, or such
         information becomes available to the public generally or through a
         third party without an accompanying obligation of confidentiality and
         without any action or omission by any selling Holder in violation of
         this subsection (ii);

                  (iii) make such representations and warranties to you, in
         form, substance and scope as are customarily made by Janus to
         underwriters in primary underwritten offerings and covering matters
         including, but not limited to, those set forth in the Dealer Manager
         Agreement;

                                       13
<PAGE>


                  (iv) obtain opinions of counsel to Janus (which counsel and
         opinions (in form, scope and substance) shall be reasonably
         satisfactory to you and your counsel) and updates thereof, addressed to
         you, covering such matters as are customarily covered in opinions
         requested in underwritten offerings and such other matters as may be
         reasonably requested by you or your counsel;

                  (v) obtain "cold comfort" letters and updates thereof from the
         independent certified public accountants of Janus (and, if necessary,
         any other independent certified public accountants of any subsidiary of
         Janus or of any business acquired directly or indirectly by the Janus
         for which financial statements and financial data are, or are required
         to be, included in the Registration Statement), addressed to you, in
         customary form and covering matters of the type customarily covered in
         "cold comfort" letters in connection with primary underwritten
         offerings, or if requested by you or your counsel in lieu of a "cold
         comfort" letter, an agreed-upon procedures letter under Statement on
         Auditing Standards No. 35, covering matters requested by you or your
         counsel; and

                  (vi) deliver such documents and certificates as may be
         reasonably requested by you or your counsel, including those to
         evidence compliance with Section 4(k) and with conditions customarily
         contained in underwriting agreements.

The actions set forth in the foregoing subclauses (iii), (iv), (v) and (vi)
shall be performed at (A) the close of the Registered Exchange Offer and (B) the
effective date of any post-effective amendment to the Exchange Offer
Registration Statement.

         (t) If a Registered Exchange Offer is to be consummated, upon delivery
of the New Notes by Holders to Janus (or to such other person as directed by
Janus) in exchange for the Exchange Notes, Janus shall mark, or cause to be
marked, on the New Notes so exchanged that such New Notes are being cancelled in
exchange for the Exchange Notes. In no event shall the New Notes be marked as
paid or otherwise satisfied.

         (u) Janus shall use its best efforts to cause the securities covered by
a Registration Statement to be rated with at least one nationally recognized
statistical rating agency, if so requested by the Majority Holders or by any
Managing Underwriter.

         (v) In the case of any Shelf Registration Statement, if any
Broker-Dealer shall underwrite any New Notes or participate as a member of an
underwriting syndicate or selling group or "assist in the distribution" (within
the meaning of the Rules of Fair Practice and the By-Laws of the National
Association of Securities Dealers, Inc.) thereof, whether as a Holder of such
New Notes or as an underwriter, a placement or sales agent or a broker or dealer
in respect thereof, or otherwise, Janus shall assist such Broker-Dealer in
complying with the requirements of such Rules and By-Laws, including, without
limitation, by:

                  (i) indemnifying any such qualified independent underwriter to
         the extent of the indemnification of underwriters provided in Section 7
         hereof; and

                                       14
<PAGE>


                  (ii) providing such information to such Broker-Dealer as may
         be required in order for such Broker-Dealer to comply with the
         requirements of such Rules or By-Laws.

         (w) Janus shall use its best efforts to take all other steps necessary
to effect the registration of New Notes or Exchange Notes, as the case may be,
covered by a Registration Statement.

         5. Additional Interest

         (a) The parties hereto acknowledge that the Holders of New Notes or
Exchange Notes, as the case may be, will suffer damages if Janus fails to
perform its obligations under Section 2 or 3 hereof and that it would not be
feasible to ascertain the extent of such damages. Accordingly, in the event
that:

                  (i) the Exchange Offer Registration Statement has not been
         filed on or prior to the 90th day following the Settlement Date;

                  (ii) the Exchange Offer Registration Statement has not been
         declared effective on or prior to the 150th day following the
         Settlement Date;

                  (iii) the Exchange Offer has not been completed on or prior to
         the 180th day after the Settlement Date;

                  (iv) the Shelf Registration Statement has not been declared
         effective on or prior to the 120th day after the required or requested
         time of filing the Shelf Registration Statement pursuant to Section 3
         hereto; or

                  (v) after either the Exchange Offer Registration Statement or
         Shelf Registration Statement has been declared effective, such
         Registration Statement ceases to be effective or usable in connection
         with the Registered Exchange Offer or resales of the New Notes during a
         period in which it is required to be effective hereunder without being
         succeeded immediately by any additional Registration Statement or
         post-effective amendment covering the New Notes or the Exchange Notes,
         as the case may be, which has been filed and declared effective;

(each such event referred to in the foregoing clauses (i) through (iv), a
"Registration Default"), then additional interest ("Additional Interest") will
accrue on the principal amount of the Registrable Securities (in addition to the
stated interest on the New Notes and the Exchange Notes), from and including the
date on which any Registration Default first occurs and while any such
Registration Default has occurred and is continuing, to but excluding the
earlier of (x) the date on which all filings, declarations of effectiveness and
consummations, as the case may be, have been achieved which, if achieved on a
timely basis, would have prevented the occurrence of all of the then existing
Registration Defaults; and (y) the date on which all the Registrable Securities
otherwise become freely transferable by Holders other than Affiliates of Janus
without further registration under the Act (such earlier date, the
"Transferability Date"). Additional Interest will accrue at a rate of 0.25% per
annum during the 90-day period immediately following such first occurrence of a
Registration Default and while any such Registration Default

                                       15
<PAGE>


has occurred and is continuing, and shall increase by 0.25% per annum at the end
of each subsequent 90-day period up to a maximum of 0.50% per annum with respect
to all Registration Defaults, until the Transferability Date, on which date the
interest rate on the Registrable Securities will revert to the interest rate
originally borne by such notes; provided that, notwithstanding any provision to
the contrary, so long as any Registrable Securities not registered under an
Exchange Offer Registration Statement are then covered by an effective Shelf
Registration Statement, no Additional Interest shall accrue on such Registrable
Securities. Additional Interest may not accrue under more than one of the
Registration Defaults set forth above at any one time.

         (b) Janus shall notify the Trustee immediately upon its knowledge of
the happening of each and every Registration Default. Janus shall pay the
Additional Interest due on the New Notes or Exchange Notes, as the case may be,
by depositing with the Trustee (which shall not be Janus for these purposes), in
trust, for the benefit of the Holders thereof, prior to 11:00 a.m. on the next
interest payment date specified in the Indenture, sums sufficient to pay the
Additional Interest then due. The Additional Interest due shall be payable on
each interest payment date specified by the Indenture to the record holders
entitled to receive the interest payment to be made on such date.

         (c) The parties hereto agree that the Additional Interest provided for
in this Section 5 constitutes a reasonable estimate of the damages that will be
suffered by Holders of Registrable Securities by reason of the happening of any
Registration Default.

         (d) All of Janus' obligations set forth in this Section 5 shall survive
the termination of this Agreement.

         6. Registration Expenses. Janus shall bear all expenses incurred in
connection with the performance of its obligations under Sections 2, 3, and 4
hereof and, in connection with any Shelf Registration Statement, shall reimburse
the Holders for the reasonable fees and disbursements of one firm or counsel
designated by the Majority Holders to act as counsel for the Holders in
connection therewith, and, in the case of any Exchange Offer Registration
Statement, will reimburse the Dealer Managers for the reasonable fees and
disbursements of counsel acting in connection therewith.

         7. Indemnification and Contribution. (a) Janus agrees to indemnify and
hold harmless each Holder of Registrable Securities (including each Dealer
Manager and, with respect to any Prospectus delivery as contemplated in Section
4(h) hereof, each Exchanging Dealer in respect of its Exchange Notes), the
directors, officers, employees and agents of each such Holder and each person
who controls you or any such Holder within the meaning of either the Act or the
Exchange Act against any and all losses, claims, damages or liabilities, joint
or several, to which any of the foregoing may become subject under the Act, the
Exchange Act or other federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in such Registration
Statement as originally filed or in any amendment thereof, or in any preliminary
Prospectus or the Prospectus, or in any amendment thereof or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or

                                       16
<PAGE>


necessary to make the statements therein (in the case of a Prospectus, in the
light of the circumstances under which they were made) not misleading, and
agrees to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by it in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that Janus will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to
Janus by or on behalf of any such Holder specifically for inclusion therein.
This indemnity agreement shall be in addition to any liability which Janus may
otherwise have.

         Janus also agrees to indemnify as provided in this Section 7(a) or
contribute as provided in Section 7(d) hereof to Losses of each underwriter of
New Notes, registered under a Shelf Registration Statement, their directors,
officers, employees or agents and each person who controls such underwriter on
substantially the same basis as that of the indemnification of the selling
Holders provided in this Section 7(a) and shall, if requested by any Holder,
enter into an underwriting agreement reflecting such agreement, as provided in
Section 4(q) hereof.

         (b) Each Holder of Registrable Securities (including each Dealer
Manager and, with respect to any Prospectus delivery as contemplated in Section
4(h) hereof, each Exchanging Dealer in respect of its Exchange Notes), severally
and not jointly, agrees to indemnify and hold harmless Janus, and each of its
directors and officers who signs such Registration Statement and each person who
controls Janus within the meaning of either the Act or the Exchange Act, to the
same extent as the indemnity in Section 7(a) from Janus to each such Holder, but
only with reference to written information relating to such Holder furnished to
Janus by or on behalf of such Holder specifically for inclusion in the documents
referred to in the foregoing indemnity. This indemnity agreement shall be in
addition to any liability which any such Holder may otherwise have.

         (c) Promptly after receipt by an indemnified party under this Section 7
of notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 7, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses; and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a) or (b)
above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party's choice at the indemnifying party's expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel shall be
satisfactory to the indemnified party. Notwithstanding the indemnifying party's
election to appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees, costs
and expenses of such separate counsel if (i) the use of counsel chosen by the
indemnifying

                                       17
<PAGE>


party to represent the indemnified party would present such counsel with a
conflict of interest; (ii) the actual or potential defendants in, or targets of,
any such action include both the indemnified party and the indemnifying party
and the indemnified party shall have reasonably concluded that there may be
legal defenses available to it and/or other indemnified parties which are
different from or additional to those available to the indemnifying party; (iii)
the indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action; or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party shall not, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding.

         (d) In the event that the indemnity provided in paragraph (a) or (b) of
this Section 7 is unavailable to or insufficient to hold harmless an indemnified
party for any reason, then each applicable indemnifying party shall have a joint
and several obligation to contribute to the aggregate losses, claims, damages
and liabilities (including legal or other expenses reasonably incurred in
connection with investigating or defending same) (collectively "Losses") to
which such indemnified party may be subject in such proportion as is appropriate
to reflect the relative benefits received by such indemnifying party, on the one
hand, and such indemnified party, on the other hand, from the Initial Exchange
Offer and the Registration Statement which resulted in such Losses; provided,
however, that in no case shall any Dealer Manager or any Holder of any New Note
or Exchange Note be responsible, in the aggregate, for any amount in excess of
the Fee applicable to such New Note, or in the case of an Exchange Note,
applicable to the New Note that was exchangeable into such Exchange Note, in
connection with the Initial Exchange Offer as set forth in the Dealer Manager
Agreement, nor shall any underwriter be responsible for any amount in excess of
the underwriting discount or commission applicable to the New Notes or Exchange
Notes, as the case may be, purchased by such underwriter under the Registration
Statement which resulted in such Losses. If the allocation provided by the
immediately preceding sentence is unavailable for any reason, the indemnifying
party and the indemnified party shall contribute in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of such indemnifying party, on the one hand, and such indemnified party,
on the other hand, in connection with the statements or omissions which resulted
in such Losses as well as any other relevant equitable considerations. Benefits
received by Janus shall be deemed to be equal to (x) the aggregate principal
amount of Old Notes exchanged in the Initial Exchange Offer (before deducting
expenses), plus (y) the total amount of Additional Interest which Janus was not
required to pay as a result of registering the New Notes or Exchange Notes
covered by the Registration Statement which resulted in such Losses, minus (z)
the aggregate amount of Fees paid by Janus in connection with the Initial
Exchange Offer under the Dealer Manager Agreement. Benefits received by the
Dealer Managers shall be deemed to be equal to the aggregate amount of Fees
received by the Dealer Managers in connection with the Initial Exchange Offer
under the Dealer Manager Agreement, and benefits received by any Holders shall
be deemed to be equal to the value of receiving New Notes or Exchange Notes, as
applicable, registered under the Act. Benefits received by any underwriter

                                       18
<PAGE>


shall be deemed to be equal to the total underwriting discounts and commissions,
as set forth on the cover page of the Prospectus forming a part of the
Registration Statement which resulted in such Losses. Relative fault shall be
determined by reference to, among other things, whether any untrue or any
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information provided by the indemnifying party,
on the one hand, or by the indemnified party, on the other hand, the intent of
the parties and their relative knowledge, access to information and opportunity
to correct or prevent such untrue statement or omission. The parties agree that
it would not be just and equitable if contribution were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
any other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 7, each person who controls a Holder within the meaning of either
the Act or the Exchange Act and each director, officer, employee and agent of
such Holder shall have the same rights to contribution as such Holder, and each
person who controls Janus within the meaning of either the Act or the Exchange
Act, each officer of Janus who shall have signed the Registration Statement and
each director of Janus shall have the same rights to contribution as Janus,
subject in each case to the applicable terms and conditions of this paragraph
(d).

         (e) The provisions of this Section 7 shall remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder or
Janus or any of the officers, directors or controlling persons referred to in
this Section 7, and shall survive the sale by a Holder of securities covered by
a Registration Statement.

         8. Underwritten Registrations. (a) If any of the New Notes covered by
any Shelf Registration Statement are to be sold in an underwritten offering, the
Managing Underwriters shall be selected by the Majority Holders.

         (b) No Holder may participate in any underwritten offering pursuant to
any Shelf Registration Statement, unless such Holder (i) agrees to sell such
Holder's New Notes on the basis reasonably provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements, and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

         9. No Inconsistent Agreements. Janus has not, as of the date hereof,
entered into, nor shall Janus, on or after the date hereof, enter into, any
agreement with respect to any of its securities that is inconsistent with the
rights granted to the Holders herein or that otherwise conflicts with the
provisions hereof.

         10. Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless Janus has obtained the written consent of the Majority
Holders of the Registrable Securities; provided that, with respect to any matter
that directly or indirectly affects the rights of any Dealer Manager hereunder,
Janus shall obtain the written consent of each such Dealer Manager against which

                                       19
<PAGE>
such amendment, qualification, supplement, waiver or consent is to be effective.
Notwithstanding the foregoing, a waiver or consent to departure from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose securities are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect the rights of other
Holders may alternatively be given by the Majority Holders of the Registrable
Securities.

         11. Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier or air courier guaranteeing overnight delivery:

         (a) if to a Holder, at the most current address given by such Holder to
Janus in accordance with the provisions of this Section 11, which address
initially is, with respect to each Holder, the address of such Holder maintained
by the Registrar under the Indenture, with a copy in like manner to you;

         (b) if to you, initially at the address set forth in the Dealer Manager
Agreement; and

         (c) if to Janus, initially at Janus' address set forth in the Dealer
Manager Agreement.

All such notices and communications shall be deemed to have been duly given when
received.

         Each party hereto by notice to the other parties may designate
additional or different addresses of such party for subsequent notices or
communications.

         12. Successors. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including,
without the need for an express assignment or any consent by Janus thereto,
subsequent Holders of Registrable Securities. Janus hereby agrees to extend the
benefits of this Agreement to any Holder of Registrable Securities, and any such
Holder may specifically enforce the provisions of this Agreement as if an
original party hereto.

         13. Counterparts. This Agreement may be signed in counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute one and the same agreement.

         14. Headings. The headings used herein are for convenience of reference
only and shall not affect the construction hereof.

         15. Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed in the State of New York.

         16. Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected

                                       20
<PAGE>


thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.

         17. Securities Held by Janus, etc. Whenever the consent or approval of
Holders of a specified percentage of principal amount of New Notes or Exchange
Notes is required hereunder, New Notes or Exchange Notes, as applicable, held by
Janus or any of its Affiliates (other than subsequent Holders of New Notes or
Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by
reason of their holdings of such New Notes or Exchange Notes) shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.

                              * * * * * *

                                       21
<PAGE>
         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement between
Janus and the Dealer Manager.

                                Very truly yours,

                                Janus Capital Group Inc.


                                By: /s/ Loren Starr
                                   ------------------------------
                                   Name:  Loren Starr
                                   Title: Chief Financial Officer



The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

By: Citigroup Global Markets Inc.
    as Dealer Manager


    By: /s/ Peter Aherne
       --------------------------
       Name:  Peter Aherne
       Title: Managing Director

                                       26
<PAGE>


                                                                         ANNEX A

         Each Broker-Dealer that receives Exchange Notes for its own account
pursuant to the Registered Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Notes. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Act. This Prospectus, as it may be amended or supplemented from
time to time, may be used by a Broker-Dealer in connection with resales of
Exchange Notes received in exchange for New Notes where such New Notes were
acquired by such Broker-Dealer as a result of market-making activities or other
trading activities. Janus has agreed that, starting on the Expiration Date and
as long as required by applicable law and as provided in this Agreement (not
exceeding one year after the Expiration Date), it will make this Prospectus
available to any Broker-Dealer for use in connection with any such resale. See
"Plan of Distribution."


                                      A-1
<PAGE>


                                                                         ANNEX B

         Each Broker-Dealer that receives Exchange Notes for its own account in
exchange for New Notes, where such New Notes were acquired by such Broker-Dealer
as a result of market-making activities or other trading activities, must
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Notes. See "Plan of Distribution."

                                      B-1
<PAGE>


                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

         Each Broker-Dealer that receives Exchange Notes for its own account
pursuant to the Registered Exchange Offer must acknowledge that it will deliver
a prospectus (the "Prospectus") in connection with any resale of such Exchange
Notes. This Prospectus, as it may be amended or supplemented from time to time,
may be used by a Broker-Dealer in connection with resales of Exchange Notes
received in exchange for New Notes where such New Notes were acquired as a
result of market-making activities or other trading activities. Janus has agreed
that, starting on the Expiration Date and as long as required by applicable law
and as provided in this Agreement (not exceeding one year after the Expiration
Date), it will make this Prospectus, as amended or supplemented, available to
any Broker-Dealer for use in connection with any such resale. In addition, until
[__________, ____,] all dealers effecting transactions in the Exchange Notes may
be required to deliver a prospectus.

         Janus will not receive any proceeds from any sale of Exchange Notes by
Broker-Dealers. Exchange Notes received by Broker-Dealers for their own account
pursuant to the Registered Exchange Offer may be sold from time to time in one
or more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the Exchange Notes or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may
receive compensation in the form of commissions or concessions from any such
Broker-Dealer and/or the purchasers of any such Exchange Notes. Any
Broker-Dealer that resells Exchange Notes that were received by it for its own
account pursuant to the Registered Exchange Offer and any broker or dealer that
participates in a distribution of such Exchange Notes may be deemed to be an
"underwriter" within the meaning of the Act and any profit of any such resale of
Exchange Notes and any commissions or concessions received by any such persons
may be deemed to be underwriting compensation under the Act. The Letter of
Transmittal states that by acknowledging that it will deliver and by delivering
a prospectus, a Broker-Dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Act.

         For so long as required by applicable law and as provided in this
Agreement (not exceeding one year after the Expiration Date), Janus shall
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any Broker-Dealer that requests such documents
in the Letter of Transmittal. Janus has agreed to pay all expenses incident to
the Registered Exchange Offer (including the expenses of one counsel for the
holders of the New Notes) other than commissions or concessions of any brokers
or dealers and will indemnify the holders of the New Notes (including any
Broker-Dealers) against certain liabilities, including liabilities under the
Act.

                                      C-1
<PAGE>


                                                                         ANNEX D

Rider A

                  PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A
                  BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE
                  PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
                  THERETO.

                  Name:
                          ------------------------
                  Address:
                          ------------------------

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

Rider B

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the Exchange Notes in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of Exchange Notes
and it has no arrangements or understandings with any person to participate in a
distribution of the Exchange Notes. If the undersigned is a Broker-Dealer that
will receive Exchange Notes for its own account in exchange for New Notes, it
represents that the New Notes to be exchanged for Exchange Notes were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Act.

                                      D-1
<PAGE>


                                                                       EXHIBIT A

          FORM OF LETTER TO BE PROVIDED BY JANUS CAPITAL GROUP INC. TO
                          THE DEPOSITORY TRUST COMPANY

The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, NY 10004

                  Re: Senior Notes due 2014 (the "Notes") of Janus Capital
                      Group, Inc.

Ladies and Gentlemen:

         Please be advised that the Securities and Exchange Commission has
declared effective a Registration Statement on Form S-3 under the Securities Act
of 1933, as amended, with regard to all of the Notes referenced above.
Accordingly, there is no longer any restriction as to whom such Notes may be
sold and any restrictions on the CUSIP designation are no longer appropriate and
may be removed. I understand that upon receipt of this letter, DTC will remove
any stop or restriction on its system with respect to this issue.

         As always, please do not hesitate to call if we can be of further
assistance.

                                          Very truly yours,


                                          Authorized Officer


                                      A-1