JANUS CAPITAL GROUP INC
EX-10.20 AMENDED EMPLOYMENT AGREEMENT - NICKERSON
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<TYPE>EX-10.20
<SEQUENCE>9
<FILENAME>d04112exv10w20.txt
<DESCRIPTION>EX-10.20 AMENDED EMPLOYMENT AGREEMENT - NICKERSON
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                                                                   EXHIBIT 10.20




                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

                                 August 30, 2002



THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is hereby made
and entered into by and between Stilwell Financial, Inc., a Delaware corporation
("Stilwell") and Douglas E. Nickerson, an individual ("Executive") to be
effective as of August 30, 2002 (the "Effective Date").

WHEREAS, prior to June 12, 2000, Executive was employed by Kansas City Southern
Industries, Inc. ("KCSI"), and on June 12, 2000, Stilwell and Executive entered
into an employment agreement ("Prior Agreement") to be effective as of July 12,
2000, the date that all of the issued and outstanding stock of Stilwell was
distributed to the shareholders of KCSI which had been the parent of Stilwell
since its formation on January 23, 1998 (the "Spin-off Distribution"), for
Stilwell to continue to employ Executive on the terms and conditions set forth
in the Prior Agreement; and

WHEREAS, as of the Effective Date, Stilwell and Executive desire for Stilwell to
continue to employ Executive on the terms and conditions set forth in this
Agreement and to provide an incentive to Executive to remain in the employ of
Stilwell hereafter, particularly in the event of any Change in Control (as
herein defined) of Stilwell or any Significant Subsidiary (as herein defined),
thereby establishing and preserving continuity of management of Stilwell.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, it is agreed by and between Stilwell and Executive as follows:

         1. Position and Responsibilities. Stilwell hereby employs and appoints
Executive during the term of the Agreement as Controller, Treasurer and a Vice
President. During the term of the Agreement, Executive shall devote
substantially all of his business time, attention and
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effort to the affairs of Stilwell, and shall
use his reasonable best efforts to promote the best interests of Stilwell.
Executive shall be responsible for financial and accounting matters and such
other functions as assigned to him from time to time by the Chief Financial
Officer of Stilwell. Executive shall report on his responsibilities directly to
the Chief Financial Officer of Stilwell. During the term of the Agreement, and
excluding any periods of disability, vacation, or sick leave to which Executive
is entitled, Executive agrees to devote his full attention and time to the
business and affairs of Stilwell.

         2. Compensation.


                  (a) Base Compensation. Stilwell shall pay Executive, in
accordance with the normal payroll practices of Stilwell, an annual base salary
at the rate of $190,000.00 per year ("Base Salary"). Base Salary shall be
reviewed at least annually and may be increased (but not decreased) from time to
time as shall be determined by the Stilwell Board. Any increase in Base Salary
shall not limit or reduce any other obligation of Stilwell to Executive under
this Agreement. Once Base Salary shall have been increased, it shall be treated
for all purposes of this Agreement as Executive's Base Salary. Base Salary shall
not be decreased at any time without the express written consent of Executive.

                  (b) Incentive Compensation. For the year 2002 and the six
months ending June 30, 2003, Executive shall not be entitled to participate in
any Stilwell incentive compensation plan.

         3. Benefits and Stock Ownership.

                  (a) Benefits. During the period of his employment hereunder,
Stilwell shall provide Executive with coverage under such benefit plans and
programs as are made generally available to similarly situated employees of
Stilwell, provided (a) Stilwell shall have no obligation with respect to any
plan or program if Executive is not eligible for coverage thereunder, and (b)
Executive acknowledges that stock options and other stock and equity

<PAGE>

participation awards are granted in the discretion of the Stilwell Board or the
Compensation Committee of the Stilwell Board and that Executive has no right to
receive stock options or other equity participation awards or any particular
number or level of stock options or other awards. In determining contributions,
coverage and benefits under any disability insurance policy and under any cash
compensation-based plan provided to Executive by Stilwell, it shall be assumed
that the value of Executive's annual compensation pursuant to this Agreement is
175% of Executive's Base Salary. Executive acknowledges that all rights and
benefits under benefit plans and programs shall be governed by the official text
of each such plan or program and not by any summary or description thereof or
any provision of this Agreement (except to the extent this Agreement expressly
modifies such benefit plans or programs) and that Stilwell is not under any
obligation to continue in effect or to fund any such plan or program, except as
provided in Paragraphs 4(e) and 7 hereof. Stilwell also shall reimburse
Executive for ordinary and necessary travel and other business expenses in
accordance with policies and procedures established by Stilwell.

                  (b) Stock Ownership. During the period of his employment
hereunder, Executive shall retain ownership in himself or in members of his
immediate family of at least a majority of the number of shares of (i) Stilwell
stock received by Executive or members of his immediate family in the Spin-off
Distribution, and (ii) Stilwell stock acquired upon the exercise of stock
options, but excluding from such number of shares any such shares transferred to
Stilwell or sold to pay the purchase price upon the exercise of stock options or
to pay or satisfy tax obligations resulting from such exercise.
<PAGE>

         4. Termination.

                  (a) Termination by Executive. Executive may terminate this
Agreement and his employment hereunder by at least thirty (30) calendar days
advance written notice to Stilwell.

                  (b) Death or Disability. This Agreement and Executive's
employment hereunder shall terminate automatically on the death or disability of
Executive, except to the extent employment is continued under Stilwell's
disability plan. For purposes of this Agreement, Executive shall be deemed to be
disabled if he qualifies for disability benefits under Stilwell's long-term
disability plan.

                  (c) Termination by Stilwell for Cause.

                           (i) Subject to the provisions of Paragraph 4(c)(ii),
         Stilwell may terminate this Agreement and Executive's employment for
         Cause (as defined below). For purposes of this Agreement (except for
         Paragraph 7), termination for "Cause" shall mean termination based upon
         any one or more of the following:

                                    (A) Executive's willful or intentional
         material breach of his material obligations under this Agreement;

                                    (B) Executive's commission of a felony;

                                    (C) willful or intentional material
         misconduct by Executive in the performance of his duties under this
         Agreement;

                                    (D) Executive's commission of a misdemeanor
         involving fraud, dishonesty or moral turpitude; or

                                    (E) the willful or intentional failure by
         Executive to materially comply (to the best of his ability) with a
         specific, written direction of the Chief Executive Officer of Stilwell
         that is not inconsistent with this Agreement and Executive's
         responsibilities hereunder, provided that such refusal or failure (1)
         is not cured to the best of Executive's ability within ten (10)
         business days after the delivery of such direction to
<PAGE>

         Executive, and (2) is not based on Executive's good faith belief, as
         expressed by written notice to the Chief Executive Officer of Stilwell
         given within such ten (10) business day period, that the implementation
         of such direction of the Chief Executive Officer of Stilwell would be
         unlawful or unethical.

                           (ii) Executive's employment may not be terminated for

         Cause unless:

                                    (A) Stilwell provides Executive with written

         notice (the "Notice of Consideration") of its intent to consider the
         termination of Executive's employment for Cause, including a detailed
         description of the specific reasons which form the basis for such
         consideration;

                                    (B) on a date not less than thirty (30)
         calendar days after the date Executive receives the Notice of
         Consideration, Executive shall have the opportunity to appear before
         the Stilwell Board, with or without legal representation, at
         Executive's election, to present arguments and evidence on his own
         behalf;

                                    (C) the Stilwell Board by the affirmative
         vote of at least seventy-five percent (75%) of its members (excluding
         Executive as a member of the Stilwell Board, and any other member of
         the Stilwell Board reasonably believed to be involved in the events
         leading the Stilwell Board to seek to terminate Executive for Cause),
         determines at or after the meeting of the Stilwell Board, that the
         actions or inactions of Executive specified in the Notice of
         Consideration occurred, that such actions or inactions constitute
         Cause, and that Executive's employment should accordingly be terminated
         for Cause; and

                                    (D) the Stilwell Board provides Executive
         with a written determination (a "Notice of Termination for Cause")
         setting forth in specific detail the basis of Executive's termination
         of employment. The Notice of Termination for Cause
<PAGE>

         shall not be based upon any reason or reasons other than one or more
         reasons set forth in the Notice of Consideration.

                  If Executive disputes any purported termination of Executive
         for Cause, the Stilwell Board shall have the burden of proof to
         establish by a preponderance of the evidence, both (1) its full
         compliance with the substantive and procedural requirements of this
         Paragraph 4(c)(ii) prior to a termination of employment for Cause, and
         (2) that Executive's action or inaction specified in the Notice of
         Termination for Cause did occur and constituted Cause. If the Stilwell
         Board does not meet such burden of proof, any termination of employment
         shall be deemed a termination without Cause for all purposes of this
         Agreement, including Executive's entitlement to severance benefits and
         payments.

                  If the Stilwell Board determines by a vote of seventy-five
         percent (75%) of its members (excluding Executive as a member of the
         Stilwell Board and any other member of the Stilwell Board reasonably
         believed to be involved in the events leading the Stilwell Board to
         seek to terminate Executive for Cause), that it is in the best
         interests of Stilwell to suspend Executive from performing his duties
         with respect to Stilwell under this Agreement pending resolution of the
         Notice of Consideration, then Executive shall be suspended from
         performing such duties, and such suspension shall not be considered to
         constitute Good Reason or a breach of this Agreement on the part of
         Stilwell; provided however, that the obligations (including payments of
         compensation to Executive) of Stilwell and of Executive under this
         Agreement, other than Executive's obligations under Paragraph 1 hereof,
         shall continue in full force and effect during such period of
         suspension.

                  (d) Termination by Stilwell Other than for Cause or by
Executive for Good Reason.
<PAGE>
                           (i) Stilwell may terminate this Agreement and
         Executive's employment other than for Cause immediately upon notice to
         Executive, or Executive may terminate this Agreement and Executive's
         employment for Good Reason (as defined in Paragraph 4(d)(iii) below)
         upon notice to Stilwell in accordance with the provisions of Paragraph
         4(d)(iv), and in any such event, Stilwell shall provide severance
         benefits to Executive in accordance with Paragraph 4(d)(ii) below
         (unless Paragraph 4(e) applies).

                           (ii) Unless the provisions of Paragraph 7 of this
         Agreement are applicable, if Executive's employment is terminated under
         Paragraph 4(d)(i), Stilwell (a) shall pay as soon as reasonably
         possible but not later than thirty (30) calendar days after Executive's
         termination date, a lump sum amount in immediately available funds
         equal to the product (discounted to the then present value on the basis
         of a rate of five percent (5%) per annum) of (A) 165% of Base Salary
         multiplied by (B) two, and, (b) for this two-year period, to reimburse
         Executive for the cost (including state and federal income taxes
         payable with respect to this reimbursement) of continuing the health
         insurance coverage provided pursuant to this Agreement or obtaining
         health insurance coverage comparable to the health insurance provided
         pursuant to this Agreement, and obtaining coverage comparable to the
         life insurance provided pursuant to this Agreement, unless Executive is
         provided comparable health or life insurance coverage in connection
         with other employment. The foregoing obligations of Stilwell shall
         continue until the end of such two (2) year period notwithstanding the
         death or disability of Executive during said period (except, in the
         event of death, the obligation to reimburse Executive for the cost of
         life insurance shall not continue). In addition, Stilwell shall use its
         best efforts to cause all outstanding options held by Executive under
         any stock option plan of Stilwell or its affiliates to become
         immediately exercisable on the termination date, and such options shall
         remain exercisable through the earlier to occur of (1) five (5) years
         after the
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         termination date, or (2) the expiration of the term of the options. To
         the extent that such options are not vested and are subsequently
         forfeited, Executive shall receive a lump-sum cash payment within five
         (5) business days after the options are forfeited equal to the
         difference between the fair market value of the shares of stock subject
         to the non-vested, forfeited options determined as of the date such
         options are forfeited and the exercise price for such options. In the
         year in which termination of employment occurs, Executive shall be
         eligible to receive benefits under the Stilwell Incentive Compensation
         Plan and the Stilwell Executive Plan (if such Plans then are in
         existence and Executive was entitled to participate immediately prior
         to termination) in accordance with the provisions of such plans then
         applicable, and severance pay received in such year shall be taken into
         account for the purpose of determining benefits, if any, under the
         Stilwell Incentive Compensation Plan but not under the Stilwell
         Executive Plan. After the year in which termination occurs, Executive
         shall not be entitled to accrue or receive benefits under the Stilwell
         Incentive Compensation Plan or the Stilwell Executive Plan with respect
         to the severance pay provided herein, notwithstanding that benefits
         under the Stilwell Incentive Compensation Plan or the Stilwell
         Executive Plan with respect to the severance pay provided herein are
         still generally available to executive employees of Stilwell. After
         termination of employment, Executive shall not be entitled to accrue or
         receive benefits under any other employee benefit plan or program,
         except that Executive shall be entitled to participate in the Stilwell
         Employee Stock Ownership Plan and the Stilwell Section 401(k) Plan with
         Profit Sharing Plan Portion in the year of termination of employment
         only if Executive meets all requirements of such plans for
         participation in such year.
<PAGE>

                           (iii) "Good Reason" means the occurrence of any one
         of the following events unless Executive specifically consents in
         writing that such event shall not be Good Reason:

                                    (A) any material breach of this Agreement by
         Stilwell of any of its material obligations under this Agreement,
         including any of the following occurrences which shall be deemed to
         constitute a material breach of Stilwell's material obligations:

                                    (1) failure to pay Base Salary as required
         by Paragraph 2(a); or

                                    (2) any material adverse change in the
         status, position, responsibilities, and duties of Executive as compared
         to Executive's status, position, responsibilities, and duties as set
         forth in Paragraph 1,

                                    (B) the failure of Stilwell to assign this
         Agreement to a successor, or the failure of such successor to
         explicitly assume and agree to be bound by this Agreement,

                                    (C) Stilwell's requiring Executive to be
         principally based at any office or location that is more than forty
         (40) miles from the office or location where Executive was located as
         of the Effective Date,

                                    (D) the Stilwell Board gives a Notice of
         Consideration pursuant to Paragraph 4(c)(ii) (of the intent to consider
         terminating Executive for Cause) and fails within a period of ninety
         (90) calendar days thereafter to terminate Executive for Cause in
         compliance with all the substantive and procedural requirements of
         Paragraph 4(c)(ii), or

                                    (E) after the Restructuring Date (as defined
         in Paragraph 4(e)(i)), any material adverse change in the status,
         position, responsibilities and duties of
<PAGE>

         Executive as a member of the group of Stilwell employees designated to
         effect the transition of Stilwell's ongoing matters and duties to other
         Company executives as part of the Restructuring (as defined in
         Paragraph 4(e)(1)) ("Transition Team Members") until December 31, 2003.
         Executive's position as a Transition Team Member is as a non-officer
         and his responsibilities and duties are to transition his
         responsibilities for financial and accounting matters and other
         responsibilities consistent with the foregoing designated by the Chief
         Financial Officer of Stilwell to the appropriate officers of the
         Company.

                  (iv) Executive's termination of employment shall not be
         considered to be for Good Reason unless:

                           (A) not more than ninety (90) calendar days after the
         occurrence (or, if later, not more than ninety (90) calendar days after
         Executive becomes aware) of the event or events alleged to constitute
         Good Reason, Executive provides Stilwell with written notice (the
         "Notice of Good Reason") of his intent to consider termination for Good
         Reason, including a detailed description of the specific reasons which
         form the basis for such consideration, and demanding that such event or
         events be cured not later than ten (10) business days after Stilwell
         receives the Notice of Good Reason (the "Cure Period");

                           (B) Stilwell shall have failed to cure such event or
         events during the Cure Period; and

                           (C) not more than ninety (90) calendar days following
         the expiration of the Cure Period, Executive shall have given Stilwell
         a second notice (a "Notice of Termination for Good Reason") stating
         that such cure has not occurred and that, as a result, Executive is
         terminating his employment for Good Reason on the date (after the end
         of the Cure Period) specified in the Notice of Termination for Good
<PAGE>
         Reason. A Notice of Termination for Good Reason shall not be based upon
         any reason or reasons other than one or more reasons set forth in the
         Notice of Good Reason.

         (e) Termination due to the Restructuring of Stilwell pursuant to that
         certain Agreement and Plan of Merger dated August 30, 2002.

               (i) If Stilwell terminates Executive's employment other than for
               Cause, or Executive terminates his employment hereunder for Good
               Reason as defined in Paragraph 4(d)(ii) hereof, in connection
               with the restructuring of Stilwell (a "Restructuring
               Termination") as contemplated by that certain Agreement and Plan
               of Merger dated August 30, 2002 between Stilwell and Janus
               Capital Corporation (the "Restructuring"), then Stilwell shall
               pay or provide to Executive severance and retention benefits
               pursuant to the Severance and Retention Policy adopted and
               approved by the Stilwell Organization and Compensation Committee
               on August 21, 2002, as described in detail on Exhibit A to this
               Agreement ("Restructuring Severance and Retention Benefits"). The
               effective date of the Restructuring, which is expected to be on
               or around December 31, 2002, shall be the Restructuring Date. Any
               termination of Executive's employment by Stilwell prior to or
               within three years after the Restructuring Date and any
               termination by Executive for Good Reason within three years after
               the Restructuring Date shall be conclusively deemed to be a
               Restructuring Termination. However, if within one year of the
               Restructuring Date Executive should become a permanent, full-time
               employee of Janus or any of its 50% or more owned affiliates,
               Executive shall not receive the severance portion of the
               Restructuring Severance and Retention Benefits. If any such
               benefits shall have been paid to Executive prior to the time of
               such employment with Janus or any of its 50% or more owned
               affiliates, Executive shall return the full amount of any such
               severance benefits so received to the Company.
<PAGE>
                  (ii) Unless Executive should voluntarily terminate his
                  employment with Stilwell before December 31, 2003, Executive
                  shall continue to receive his Base Salary and Benefits
                  described in Paragraph 3 through December 31, 2003.

                  (iii) Upon the Restructuring Date, Paragraphs 1 and 3(b) of
                  this Agreement shall be of no further force or effect, and
                  Executive shall serve solely as a Transition Team Member until
                  December 31, 2003. Such changes shall not constitute Good
                  Reason under Paragraph 4(d)(iii)(A)(2) or 4(d)(iii)(E).

         5. Non-Disclosure. During the term of this Agreement and at all times
after any termination of this Agreement, Executive shall not, either directly or
indirectly, use or disclose any Stilwell Trade Secret, except to the extent
necessary for Executive to perform his duties for Stilwell while an employee.
For purposes of this Agreement, the term "Stilwell Trade Secret" shall mean any
information regarding the business or activities of Stilwell or any subsidiary
or affiliate, including any formula, pattern, compilation, program, device,
method, technique, process, customer list, technical information or other
confidential or proprietary information, that (a) derives independent economic
value, actual or potential, from not being generally known to, and not being
readily ascertainable by proper means by, other persons who can obtain economic
value from its disclosure or use, and (b) is the subject of efforts of Stilwell
or its subsidiary or affiliate that are reasonable under the circumstance to
maintain its secrecy. In the event of any breach of this Paragraph 5 by
Executive, Stilwell shall be entitled to terminate any and all remaining
severance benefits under Paragraph 4(d)(ii) and shall be entitled to pursue such
other legal and equitable remedies as may be available.

         6. Duties Upon Termination; Survival.

                  (a) Duties. Upon termination of this Agreement by Stilwell or
Executive for any reason, Executive shall immediately return to Stilwell all
Stilwell Trade Secrets which exist
<PAGE>
         in tangible form and shall sign such written resignations from all
         positions as an officer, director or member of any committee or board
         of Stilwell and all direct and indirect subsidiaries and affiliates of
         Stilwell as may be requested by Stilwell and shall sign such other
         documents and papers relating to Executive's employment, benefits and
         benefit plans as Stilwell may reasonably request.

                  (b) Survival. The provisions of Paragraphs 5, 6(a) and 7 of
         this Agreement shall survive any termination of this Agreement by
         Stilwell or Executive, the provisions of Paragraph 4(d)(ii) shall
         survive any termination of this Agreement by Stilwell or Executive
         under Paragraph 4(d)(i) and the provisions of Paragraph 4(e)(ii) shall
         survive any termination of this Agreement by Stilwell or Executive
         under Paragraph 4(e)(i).

              7. Continuation of Employment Upon Change in Control of Stilwell.

                  (a) Continuation of Employment. Subject to the terms and
         conditions of this Paragraph 7, in the event of a Change in Control (as
         defined in Paragraph 7(d)) at any time during the term of this
         Agreement, Executive agrees to remain in the employ of Stilwell for a
         period of three (3) years (the "Three-Year Period") from the date of
         such Change in Control (the "Control Change Date"). Stilwell agrees to
         continue to employ Executive for the Three-Year Period. During the
         Three-Year Period, (i) Executive's position (including offices, titles,
         reporting requirements and responsibilities), authority and duties
         shall be at least commensurate in all material respects with the most
         significant of those held, exercised and assigned at any time during
         the twelve (12) calendar month period immediately before the Control
         Change Date and (ii) Executive's services shall be performed at the
         location where Executive was employed immediately before the Control
         Change Date or at any other location less than 40 miles from such
         former location. During the Three-Year Period, Stilwell shall continue
         to pay to Executive Base Salary on the same basis and at the same
         intervals as in effect immediately prior to the Control Change Date.
<PAGE>
                  (b) Benefits. During the Three-Year Period, Executive shall be
entitled to participate, on the basis of his executive position, in each of the
following Stilwell plans (together, the "Specified Benefits") in existence, and
in accordance with the terms thereof, at the Control Change Date:

                           (i) any benefit plan, and trust fund associated
         therewith, related to (a) life, health, dental, disability, accidental
         death and dismemberment insurance or accrued but unpaid vacation time,
         (b) profit sharing, thrift or deferred savings (including deferred
         compensation, such as under Section 401(k) plans), (c) retirement or
         pension benefits, (d) ERISA excess benefits and similar plans and (e)
         tax favored employee stock ownership (such as under ESOP, and Employee
         Stock Purchase programs); and

                           (ii) any other benefit plans hereafter made generally
         available to executives of Executive's level or to the employees of
         Stilwell generally.

In addition, Stilwell shall use its best efforts to cause all outstanding
options held by Executive under any stock option plan of Stilwell or its
affiliates to become immediately exercisable on the Control Change Date, and
such options shall remain exercisable through the earlier to occur of (1) five
(5) years after the Control Change Date, or (2) the expiration of the term of
the options. To the extent that such options are not vested and are subsequently
forfeited, Executive shall receive a lump-sum cash payment within five (5)
business days after the options are forfeited equal to the difference between
the fair market value of the shares of stock subject to the non-vested,
forfeited options determined as of the date such options are forfeited and the
exercise price for such options. During the Three-Year Period Executive shall be
entitled to participate, on the basis of his executive position, in any
incentive compensation plan of Stilwell in accordance with the terms thereof at
the Control Change Date; provided that if under Stilwell programs or Executive's
employment agreement in existence immediately prior to the Control Change Date,
there are written limitations on participation for a designated time period in
any incentive compensation plan, such limitations

<PAGE>
shall continue after the Control Change Date to the extent so provided for prior
to the Control Change Date.

If the amount of contributions or benefits with respect to the Specified
Benefits or any incentive compensation is determined on a discretionary basis
under the terms of the Specified Benefits or any incentive compensation plan
immediately prior to the Control Change Date, the amount of such contributions
or benefits during the Three-Year Period for each of the Specified Benefits
shall not be less than the average annual contributions or benefits for each
Specified Benefit for the three plan years ending prior to the Control Change
Date and, in the case of any incentive compensation plan, the amount of the
incentive compensation during the Three-Year Period shall not be less than 75%
of the maximum that could have been paid to Executive under the terms of the
incentive compensation plan.

                  (c) Payment. With respect to any plan or agreement under which
Executive would be entitled at the Control Change Date to receive Specified
Benefits or incentive compensation as a general obligation of Stilwell which has
not been separately funded (including specifically, but not limited to, those
referred to under Paragraph 7(b)(i) and (ii) above), Executive shall receive
within five (5) business days after such date full payment in cash (discounted
to the then present value on the basis of a rate of seven percent (7%) per
annum) of all amounts to which he is then entitled thereunder.

                  (d) Change in Control. Except as provided in the last sentence
of this Paragraph 7(d), for purposes of this Agreement, a "Change in Control"
means any one or more of the following:

                           (i) the acquisition or holding by any person, entity
         or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
         Securities Exchange Act of 1934 (the "Exchange Act"), other than by
         Stilwell or any Subsidiary (as defined below), or any employee benefit
         plan of Stilwell or a Subsidiary (and other than by KCSI prior to the
<PAGE>

         Spin-off Distribution), of beneficial ownership (within the meaning of
         Rule 13d-3 under the Exchange Act) of 20% or more of the
         then-outstanding common stock or the combined voting power of the
         then-outstanding voting securities ("Voting Power") of Stilwell;
         provided, however, that no Change in Control shall occur solely by
         reason of any such acquisition by a corporation with respect to which,
         after such acquisition, more than 60% of both the then-outstanding
         common shares and the then-outstanding Voting Power of such corporation
         are then beneficially owned, directly or indirectly, by the persons who
         were the beneficial owners of the then-outstanding common stock and
         Voting Power of Stilwell immediately before such acquisition, in
         substantially the same proportions as their respective ownership,
         immediately before such acquisition, of the then-outstanding common
         stock and Voting Power of Stilwell; or

                           (ii) individuals who, as of the date of the Spin-off
         Distribution, constitute the Stilwell Board (the "Incumbent Board")
         cease for any reason to constitute at least 75% of the Stilwell Board;
         provided that any individual who becomes a director after the Spin-off
         Distribution whose election or nomination for election by the
         stockholders of Stilwell was approved by at least 75% of the Incumbent
         Board (other than an election or nomination of an individual whose
         initial assumption of office is in connection with an actual or
         threatened "election contest" relating to the election of the directors
         of Stilwell (as such terms are used in Rule 14a-11 under the Exchange
         Act) or "tender offer" (as such term is used in Section 14(d) of the
         Exchange Act) or a proposed Extraordinary Transaction (as defined
         below)) shall be deemed to be a member of the Incumbent Board; or

                           (iii) any one or more of the following:

                                    (A) consummation of a merger,
         reorganization, consolidation or similar transaction (any of the
         foregoing, an "Extraordinary Transaction") with respect to
<PAGE>
         which persons who were the respective beneficial owners of the
         then-outstanding common stock and Voting Power of Stilwell immediately
         before such Extraordinary Transaction would not beneficially own,
         directly or indirectly, more than 60% of both the then-outstanding
         common shares and the then-outstanding Voting Power of the corporation
         resulting from such Extraordinary Transaction, in substantially the
         same relative proportions as their respective ownership, immediately
         before such Extraordinary Transaction, of the then-outstanding common
         stock and Voting Power of Stilwell,

                                    (B) approval by the shareholders of Stilwell
         of a liquidation or dissolution of Stilwell, or

                                    (C) consummation of a sale or other
         disposition of all or substantially all of the assets of Stilwell in
         one transaction or a series of related transactions; or

                           (iv) the sale or other disposition by Stilwell,
         directly or indirectly, whether by merger, consolidation, combination,
         lease, exchange, spin-off, split-off, or other means, of any
         Significant Subsidiary or any reduction in Stilwell's direct or
         indirect beneficial ownership of any Significant Subsidiary to less
         than 50% of the Voting Power of such entity.

For purposes of this Agreement, "Subsidiary" shall mean any entity of which at
least 50% of the Voting Power is beneficially owned, directly or indirectly, by
Stilwell and "Significant Subsidiary" shall mean (A) any Subsidiary which
contributed 30% or more of the total combined revenues of Stilwell and all
Subsidiaries for the prior calendar year, and (B) any one or more entities,
businesses or groups of assets directly or indirectly sold or disposed of by
Stilwell (within the meaning of paragraph 7(d)(iv)) within any two (2) year
period that contributed 30% or more of such total combined revenues or would
have contributed such 30% based on revenues of such entities, businesses or
groups of assets for the calendar year prior to their sale or

<PAGE>
         disposition. Notwithstanding the foregoing provisions of this Paragraph
         7(d) to the contrary, the Spin-off Distribution shall not constitute a
         Change in Control.

                  (e) Termination After Control Change Date. Notwithstanding any
         other provision of this Paragraph 7, at any time after the Control
         Change Date, Stilwell may terminate the employment of Executive (the
         "Termination"), but unless such Termination is for Cause as defined in
         subparagraph (g) or for disability, within five (5) business days of
         the Termination Stilwell shall pay to Executive his full Base Salary
         through the Termination, to the extent not theretofore paid, plus a
         lump sum amount (the "Special Severance Payment") equal to the product
         (discounted to the then present value on the basis of a rate of five
         percent (5%) per annum) of (i) 175% of Base Salary specified in
         Paragraph 7(a) multiplied by (ii) three, and Specified Benefits
         (excluding any incentive compensation) to which Executive was entitled
         immediately prior to Termination shall continue until the end of the
         three (3) year period ("Benefits Period") beginning on the date of
         Termination. If any plan pursuant to which Specified Benefits are
         provided immediately prior to Termination would not permit continued
         participation by Executive after Termination, then Stilwell shall pay
         to Executive within five (5) business days after Termination a lump sum
         payment equal to the amount of Specified Benefits Executive would have
         received under such plan if Executive had been fully vested in the
         average annual contributions or benefits in effect for the three plan
         years ending prior to the Control Change Date (regardless of any
         limitations based on the earnings or performance of Stilwell) and a
         continuing participant in such plan to the end of the Benefits Period.
         Following the end of the Benefits Period, Stilwell shall continue to
         provide to Executive and Executive's family the following benefits
         ("Post-Period Benefits"): (1) prior to Executive's attainment of age
         sixty (60), health, prescription and dental benefits equivalent to
         those then applicable to active peer executives of Stilwell and their
         families, as the same may be modified from time to time, and (2)
         following Executive's attainment of age sixty (60) (and without regard
         to Executive's period of
<PAGE>

         service with Stilwell), health and prescription benefits equivalent to
         those then applicable to retired peer executives of Stilwell and their
         families, as the same may be modified from time to time. The cost to
         Executive of such Post-Period Benefits shall not exceed the cost of
         such benefits to active or retired (as applicable) peer executives, as
         the same may be modified from time to time. Notwithstanding the
         preceding two sentences of this Paragraph 7(e), if Executive is covered
         under any health, prescription or dental plan provided by a subsequent
         employer, then the corresponding type of plan coverage (i.e., health,
         prescription or dental) required to be provided as Post-Period Benefits
         under this Paragraph 7(e) shall cease. Executive's rights under this
         Paragraph 7(e) shall be in addition to, and not in lieu of, any
         post-termination continuation coverage or conversion rights Executive
         may have pursuant to applicable law, including without limitation
         continuation coverage required by Section 4980B of the Internal Revenue
         Code (the "Code"). Nothing in this Paragraph 7(e) shall be deemed to
         limit in any manner the reserved right of Stilwell, in its sole and
         absolute discretion, to at any time amend, modify or terminate health,
         prescription or dental benefits for active or retired employees
         generally.

                  (f) Resignation After Control Change Date. In the event of a
         Change in Control as defined in Paragraph 7(d), thereafter, upon Good
         Reason (as defined below), Executive may, at any time during the three
         (3) year period following the Change in Control, subject to the
         provisions of this Paragraph 7(f), terminate his employment with
         Stilwell (the "Resignation"). Within five (5) business days of such a
         Resignation, Stilwell shall pay to Executive his full Base Salary
         through the effective date of such Resignation, to the extent not
         theretofore paid, plus a lump sum amount equal to the Special Severance
         Payment (computed as provided in the first sentence of Paragraph 7(e),
         except that for purposes of such computation all references to
         "Termination" shall be deemed to be references to "Resignation"). Upon
         Resignation of Executive, Specified Benefits to which Executive was
         entitled immediately prior to Resignation shall continue on the same
         terms and conditions as provided in Paragraph 7(e) in

<PAGE>

         the case of Termination (including equivalent payments provided for
         therein), and Post-Period Benefits shall be provided on the same terms
         and conditions as provided in Paragraph 7(e) in the case of
         Termination. For purposes of Paragraph 7, "Good Reason" means the
         occurrence of any of the events enumerated in Paragraph 4(d)(iii) of
         this Agreement, or any of the following events, subject to the
         provisions of Paragraph 4(d)(iv), except that the provisions of
         Paragraph 4(d)(iv) shall not apply if twelve (12) calendar months have
         lapsed after the date of the occurrence (or if later, after Executive
         becomes aware) of the event or events alleged to constitute Good
         Reason, and in any case, the provisions of Paragraph 4(d)(iv) shall not
         apply to clause (iii) below of this Paragraph 7(f):

                           (i) a material reduction or elimination of any
                  component of Executive's incentive payment, benefits or
                  perquisites which Executive was receiving immediately prior to
                  a Change in Control;

                           (ii) any failure by Stilwell to comply with any of
                  the provisions of Paragraph 7; or

                           (iii) a termination of employment by Executive for
                  any reason or no reason during the sixty (60) calendar day
                  period commencing twelve (12) calendar months after the
                  Control Change Date.

                  (g) Termination for Cause After Control Change Date.
         Notwithstanding any other provision of this Paragraph 7, at any time
         after the Control Change Date, Executive may be terminated by Stilwell
         for Cause subject to Stilwell's compliance with the provisions of
         Paragraph 4(c)(ii). "Cause" shall have the meaning set forth in
         Paragraph 4(c)(i), except that Cause shall not mean:

                           (i) bad judgment or negligence;
<PAGE>
                           (ii) any act or omission believed by Executive in
                  good faith to have been in or not opposed to the interest of
                  Stilwell (without intent of Executive to gain, directly or
                  indirectly, a profit to which Executive was not legally
                  entitled);

                           (iii) any act or omission with respect to which a
                  determination could properly have been made by the Stilwell
                  Board that Executive met the applicable standard of conduct
                  for indemnification or reimbursement under Stilwell's by-laws,
                  any applicable indemnification agreement, or applicable law,
                  in each case in effect at the time of such act or omission; or

                           (iv) any act or omission of which any member of the
                  Stilwell Board who is not a party to the act or omission has
                  had actual knowledge for at least six (6) calendar months.

                  (h) Gross-up for Certain Taxes. If it is determined (by the
         reasonable computation of Stilwell's independent auditors, which
         determinations shall be certified to by such auditors and set forth in
         a written certificate ("Certificate") delivered to Executive) that any
         benefit received or deemed received by Executive from Stilwell pursuant
         to this Agreement or otherwise (collectively, the "Payments") is or
         will become subject to any excise tax under Section 4999 of the Code or
         any similar tax payable under any United States federal, state, local
         or other law (such excise tax and all such similar taxes collectively,
         "Excise Taxes"), then Stilwell shall, immediately after such
         determination, pay Executive an amount (the "Gross-up Payment") equal
         to the product of:

                           (i) the amount of such Excise Taxes;

         multiplied by

                           (ii) the Gross-up Multiple (as defined in Paragraph
                  7(k)).
<PAGE>

                           The Gross-up Payment is intended to compensate
         Executive for the Excise Taxes and any federal, state, local or other
         income or excise taxes or other taxes payable by Executive with respect
         to the Gross-up Payment.

                           Stilwell shall cause the preparation and delivery to
         Executive of a Certificate upon request at any time. Stilwell shall, in
         addition to complying with this Paragraph 7(h), cause all
         determinations and certifications under Paragraphs 7(h)-(o) to be made
         as soon as reasonably possible and in adequate time to permit Executive
         to prepare and file Executive's individual tax returns on a timely
         basis.

                  (i) Determination by Executive.

                           (i) If Stilwell shall fail (a) to deliver a
         Certificate to Executive or (b) to pay to Executive the amount of the
         Gross-up Payment, if any, within fourteen (14) calendar days after
         receipt from Executive of a written request for a Certificate, or if at
         any time following receipt of a Certificate Executive disputes the
         amount of the Gross-up Payment set forth therein, Executive may elect
         to demand the payment of the amount which Executive, in accordance with
         an opinion of counsel to Executive ("Executive Counsel Opinion"),
         determines to be the Gross-up Payment. Any such demand by Executive
         shall be made by delivery to Stilwell of a written notice which
         specifies the Gross-up Payment determined by Executive and an Executive
         Counsel Opinion regarding such Gross-up Payment (such written notice
         and opinion collectively, the "Executive's Determination"). Within
         fourteen (14) calendar days after delivery of the Executive's
         Determination to Stilwell, Stilwell shall either (a) pay Executive the
         Gross-up Payment set forth in the Executive's Determination (less the
         portion of such amount, if any, previously paid to Executive by
         Stilwell) or (b) deliver to Executive a Certificate specifying the
         Gross-up Payment determined by Stilwell's independent auditors,
         together with an opinion of Stilwell's counsel ("Stilwell Counsel
         Opinion"), and pay Executive
<PAGE>

         the Gross-up Payment specified in such Certificate. If for any reason
         Stilwell fails to comply with clause (b) of the preceding sentence, the
         Gross-up Payment specified in the Executive's Determination shall be
         controlling for all purposes.

                           (ii) If Executive does not make a request for, and
         Stilwell does not deliver to Executive, a Certificate, Stilwell shall,
         for purposes of Paragraph 7(j), be deemed to have determined that no
         Gross-up Payment is due.

                  (j) Additional Gross-up Amounts. If, despite the initial
conclusion of Stilwell and/or Executive that certain Payments are neither
subject to Excise Taxes nor to be counted in determining whether other Payments
are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later
determined (pursuant to subsequently-enacted provisions of the Code, final
regulations or published rulings of the Internal Revenue Service (the "IRS"),
final IRS determination or judgment of a court of competent jurisdiction or
Stilwell's independent auditors) that any of the Non-Parachute Items are subject
to Excise Taxes, or are to be counted in determining whether any Payments are
subject to Excise Taxes, with the result that the amount of Excise Taxes payable
by Executive is greater than the amount determined by Stilwell or Executive
pursuant to Paragraph 7(h) or Paragraph 7(i), as applicable, then Stilwell shall
pay Executive an amount (which shall also be deemed a Gross-up Payment) equal to
the product of:

                           (i) the sum of (a) such additional Excise Taxes and
                  (b) any interest, fines, penalties, expenses or other costs
                  incurred by Executive as a result of having taken a position
                  in accordance with a determination made pursuant to Paragraph
                  7(h);

multiplied by

                           (ii) the Gross-up Multiple.

                  (k) Gross-up Multiple. The Gross-up Multiple shall equal a
fraction, the numerator of which is one (1.0), and the denominator of which is
one (1.0) minus the sum, expressed as a decimal fraction, of the rates of all
federal, state, local and other income and other
<PAGE>

         taxes and any Excise Taxes applicable to the Gross-up Payment; provided
         that, if such sum exceeds 0.8, it shall be deemed equal to 0.8 for
         purposes of this computation. (If different rates of tax are applicable
         to various portions of a Gross-up Payment, the weighted average of such
         rates shall be used.)

                  (l) Opinion of Counsel. "Executive Counsel Opinion" means a
         legal opinion of nationally recognized executive compensation counsel
         that there is a reasonable basis to support a conclusion that the
         Gross-up Payment determined by Executive has been calculated in
         accordance with this Paragraph 7 and applicable law. "Stilwell Counsel
         Opinion" means a legal opinion of nationally recognized executive
         compensation counsel that (i) there is a reasonable basis to support a
         conclusion that the Gross-up Payment set forth in the Certificate of
         Stilwell's independent auditors has been calculated in accordance with
         this Paragraph 7 and applicable law, and (ii) there is no reasonable
         basis for the calculation of the Gross-up Payment determined by
         Executive.

                  (m) Amount Increased or Contested. Executive shall notify
         Stilwell in writing of any claim by the IRS or other taxing authority
         that, if successful, would require the payment by Stilwell of a
         Gross-up Payment. Such notice shall include the nature of such claim
         and the date on which such claim is due to be paid. Executive shall
         give such notice as soon as practicable, but no later than ten (10)
         business days, after Executive first obtains actual knowledge of such
         claim; provided, however, that any failure to give or delay in giving
         such notice shall affect Stilwell's obligations under this Paragraph 7
         only if and to the extent that such failure results in actual prejudice
         to Stilwell. Executive shall not pay such claim less than thirty (30)
         calendar days after Executive gives such notice to Stilwell (or, if
         sooner, the date on which payment of such claim is due). If Stilwell
         notifies Executive in writing before the expiration of such period that
         it desires to contest such claim, Executive shall:
<PAGE>

                           (i) give Stilwell any information that it reasonably
                  requests relating to such claim;

                           (ii) take such action in connection with contesting
                  such claim as Stilwell reasonably requests in writing from
                  time to time, including, without limitation, accepting legal
                  representation with respect to such claim by an attorney
                  reasonably selected by Stilwell;

                           (iii) cooperate with Stilwell in good faith to
                  contest such claim; and

                           (iv) permit Stilwell to participate in any
                  proceedings relating to such claim; provided, however, that
                  Stilwell shall bear and pay directly all costs and expenses
                  (including additional interest and penalties) incurred in
                  connection with such contest and shall indemnify and hold
                  Executive harmless, on an after-tax basis, for any Excise Tax
                  or income tax, including related interest and penalties,
                  imposed as a result of such representation and payment of
                  costs and expenses. Without limiting the foregoing, Stilwell
                  shall control all proceedings in connection with such contest
                  and, at its sole option, may pursue or forego any and all
                  administrative appeals, proceedings, hearings and conferences
                  with the taxing authority in respect of such claim and may, at
                  its sole option, either direct Executive to pay the tax
                  claimed and sue for a refund or contest the claim in any
                  permissible manner. Executive agrees to prosecute such contest
                  to a determination before any administrative tribunal, in a
                  court of initial jurisdiction and in one or more appellate
                  courts, as Stilwell shall determine; provided, however, that
                  if Stilwell directs Executive to pay such claim and sue for a
                  refund, Stilwell shall advance the amount of such payment to
                  Executive, on an interest-free basis and shall indemnify
                  Executive, on an after-tax basis, for any Excise Tax or income
                  tax, including related interest or penalties, imposed with
                  respect to such advance; and further provided that any
                  extension of the statute of limitations relating to payment of
                  taxes for the taxable year of
<PAGE>

                  Executive with respect to which such contested amount is
                  claimed to be due is limited solely to such contested amount.
                  Stilwell's control of the contest shall be limited to issues
                  with respect to which a Gross-up Payment would be payable.
                  Executive shall be entitled to settle or contest, as the case
                  may be, any other issue raised by the IRS or other taxing
                  authority.

                  (n) Refunds. If, after the receipt by Executive of an amount
         advanced by Stilwell pursuant to Paragraph 7(m), Executive receives any
         refund with respect to such claim, Executive shall (subject to
         Stilwell's complying with the requirements of Paragraph 7(m)) promptly
         pay Stilwell the amount of such refund (together with any interest paid
         or credited thereon after taxes applicable thereto). If, after the
         receipt by Executive of an amount advanced by Stilwell pursuant to
         Paragraph 7(m), a determination is made that Executive shall not be
         entitled to a full refund with respect to such claim and Stilwell does
         not notify Executive in writing of its intent to contest such
         determination before the expiration of thirty (30) calendar days after
         such determination, then the applicable part of such advance shall be
         forgiven and shall not be required to be repaid and the amount of such
         advance shall offset, to the extent thereof, the amount of Gross-up
         Payment required to be paid. Any contest of a denial of refund shall be
         controlled by Paragraph 7(m).

                  (o) Expenses. If any dispute should arise under this Agreement
         after the Control Change Date involving an effort by Executive to
         protect, enforce or secure rights or benefits claimed by Executive
         hereunder, Stilwell shall pay (promptly upon demand by Executive
         accompanied by reasonable evidence of incurrence) all reasonable
         expenses (including attorneys' fees) incurred by Executive in
         connection with such dispute, without regard to whether Executive
         prevails in such dispute except that Executive shall repay Stilwell any
         amounts so received if a court having jurisdiction shall make a final,
         nonappealable determination that Executive acted frivolously or in bad
         faith by such dispute. To assure


<PAGE>

         Executive that adequate funds will be made available to discharge
         Stilwell's obligations set forth in the preceding sentence, Stilwell
         has established a trust and upon the occurrence of a Change in Control
         shall promptly deliver to the trustee of such trust to hold in
         accordance with the terms and conditions thereof that sum which the
         Stilwell Board shall have determined is reasonably sufficient for such
         purpose.

                           (p) Prevailing Provisions. On and after the Control
         Change Date, the provisions of this Paragraph 7 shall control and take
         precedence over any other provisions of this Agreement which are in
         conflict with or address the same or a similar subject matter as the
         provisions of this Paragraph 7.

                  8. Mitigation and Other Employment. After a termination of
         Executive's employment pursuant to Paragraph 4(d)(i), 4(e) or a Change
         in Control as defined in Paragraph 7(d), Executive shall not be
         required to mitigate the amount of any payment provided for in this
         Agreement by seeking other employment or otherwise, and except as
         otherwise specifically provided in Paragraph 4(d)(ii) with respect to
         health and life insurance and in Paragraph 7(e) with respect to health,
         prescription and dental benefits, no such other employment, if
         obtained, or compensation or benefits payable in connection therewith
         shall reduce any amounts or benefits to which Executive is entitled
         hereunder. Such amounts or benefits payable to Executive under this
         Agreement shall not be treated as damages but as severance compensation
         to which Executive is entitled because Executive's employment has been
         terminated.

                  9. Payment of Interest. If Stilwell fails to pay any amount
         provided under this Agreement when due, Stilwell shall pay interest on
         such amount at a rate equal to the greater of (A) or (B), where (A) is
         (i) the highest rate of interest charged by the lender of Stilwell for
         maintaining a revolving line of credit, or (ii) in the absence of a
         revolving line of credit, 200 basis points over the prime commercial
         lending rate announced by Citibank, N.A. on the date


<PAGE>

         such amount is due or, if no such rate shall be announced on such date,
         the immediately prior date on which Citibank, N.A. announced such a
         rate, and (B) is five percent (5%); provided, however, that if the
         interest rate determined in accordance with this Paragraph 9 exceeds
         the highest legally permissible interest rate, then the interest rate
         shall be the highest legally-permissible interest rate.

                  10. Legal Fees.

                           (a) If Executive incurs legal, accounting, expert
         witness or other fees and expenses in an effort to establish, in
         connection with any dispute with Stilwell, Executive's entitlement to
         compensation and benefits under this Agreement, Stilwell shall,
         regardless of the outcome of such effort, reimburse Executive for such
         fees and expenses, to the extent the amounts thereof are reasonable,
         except to the extent limited by paragraph 10(b). In addition, Stilwell
         shall pay Executive an additional amount in respect to any federal,
         state and local income and other taxes ("Taxes") incurred by Executive
         with respect to such reimbursement of fees and expenses in an amount
         such that after Executive's payment of Taxes on such additional amount,
         there remains a balance sufficient to pay the Taxes being reimbursed.
         Stilwell shall reimburse Executive for such fees and expenses on a
         monthly basis upon Executive's request for reimbursement accompanied by
         evidence that the fees and expenses were incurred.

                           (b) If Executive's position in such dispute is found
         in a final order of a court of competent jurisdiction to have (i) had
         no reasonable basis and to have been maintained in bad faith, or (ii)
         been frivolous, no further reimbursement for legal fees and expenses
         shall be due to Executive and Executive shall refund any amounts
         previously reimbursed hereunder with respect to such action.

                  11. Notice. Notices and all other communications to either
         party pursuant to this Agreement shall be in writing and shall be
         deemed to have been given when personally delivered, delivered by
         facsimile or deposited in the United States mail by certified or
         registered


<PAGE>

         mail, postage prepaid, addressed, in the case of Stilwell, to Stilwell
         at 920 Main, 21st Floor, Kansas City, Missouri 64105, Attention:
         Secretary, or, in the case of Executive, to him at 14124 Fontana,
         Leawood, Kansas 66224, or to such other address as a party shall
         designate by notice to the other party.

                  12. Amendment. No provision of this Agreement may be amended,
         modified, waived or discharged unless such amendment, waiver,
         modification or discharge is agreed to in a writing signed by Executive
         and Stilwell. No waiver by any party hereto at any time of any breach
         by another party hereto of, or compliance with, any condition or
         provision of this Agreement to be performed by such other party shall
         be deemed a waiver of similar or dissimilar provisions or conditions at
         the time or at any prior or subsequent time.

                  13. Successors in Interest. The rights and obligations of
         Stilwell under this Agreement shall inure to the benefit of and be
         binding in each and every respect upon the direct and indirect
         successors and assigns of Stilwell, regardless of the manner in which
         such successors or assigns shall succeed to the interest of Stilwell
         hereunder, and this Agreement shall not be terminated by the voluntary
         or involuntary dissolution of Stilwell or by any merger or
         consolidation or acquisition involving Stilwell or upon any transfer of
         all or substantially all of Stilwell's assets, or terminated otherwise
         than in accordance with its terms. In the event of any such merger or
         consolidation or transfer of assets, the provisions of this Agreement
         shall be binding upon and shall inure to the benefit of the surviving
         corporation or the corporation or other person to which such assets
         shall be transferred. Neither this Agreement nor any of the payments or
         benefits hereunder may be pledged, assigned or transferred by Executive
         either in whole or in part in any manner, without the prior written
         consent of Stilwell.

                  14. Severability. The invalidity or unenforceability of any
         particular provision of this Agreement shall not affect the other
         provisions hereof, and this Agreement shall be construed in all
         respects as if such invalid or unenforceable provisions were omitted.
<PAGE>
         15. Controlling Law and Jurisdiction. The validity, interpretation and
performance of this Agreement shall be subject to and construed under the laws
of the State of Missouri, without regard to principles of conflicts of law.

         16. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and terminates and
supersedes all other prior agreements and understandings including without
limitation the Prior Agreement, both written and oral, between the parties with
respect to the terms of Executive's employment or severance arrangements.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
effective as of the Effective Date.

                                            STILWELL FINANCIAL, INC.

                                            By /s/ Landon H. Rowland
                                              ----------------------------------
                                            Name:    Landon H. Rowland
                                            Title:   Chief Executive Officer


                                            EXECUTIVE

                                            /s/ Douglas E. Nickerson
                                            ------------------------------------
                                            Douglas E. Nickerson




</TEXT>
</DOCUMENT>
