STILWELL FINANCIAL INC
401K(3RD)AMEND111102
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>amdend401k3rd.txt
<DESCRIPTION>401K(3RD)AMEND111102
<TEXT>

                             Third Amendment to the
               Stilwell Financial Inc. 401(k), Profit Sharing and
                          Employee Stock Ownership Plan


The Stilwell Financial Inc. 401(k), Profit Sharing and Employee Stock Ownership
Plan, as restated effective November 1, 2001, as previously amended, ("the
Plan") is hereby amended, effective January 1, 2002, unless otherwise noted;

1.       Effective  November 1, 2001,  Section  1.05  Compensation  is amended
         by deleting  the fourth  paragraph  of Section  1.05 and replacing it
         with a new fourth paragraph as follows:

         For the purposes of calculating contributions to the Plan pursuant to
         Article 3, the period used to determine an Employee's Compensation for
         a Plan year shall be the entire Plan year, regardless of when the
         Employee became a Participant in the Plan.

2.       Section  1.05  Compensation  is  amended by  deleting  the second
         paragraph  of Section  1.05 and adding new second and third
         paragraphs as follows:

         Compensation for any Self-Employed Individual is equal to Earned
         Income. Earned Income means a Self-Employed Individual's net earnings
         from self-employment in the trade or business of the Employer, provided
         his personal services to the Employer are a material income-producing
         factor. In determining "net earnings," contributions made to this Plan
         or any other qualified plan on behalf of all Employees will first be
         deducted. Compensation will not include Earned Income of such
         individual with respect to a trade or business other than the trades
         and businesses with respect to which this Plan has been established.

         Notwithstanding the foregoing, Compensation includes any amounts
         contributed by the Employer on behalf of any Employee, including a
         Self-Employed Individual, pursuant to a salary reduction agreement
         which are not included in gross income of the Employee or Self-Employed
         Individual due to Code Section 125, 402(e)(3), 402(h), 402(k), 403(b)
         or 457.

3.       Section 1.08 Eligible Employee Classification is amended by adding the
         following employee classification:

                o Employees who are employed outside the United States,
                  participate in a retirement plan sponsored by the Employer
                  outside the United States and accrue benefits funded by the
                  Employer in such plan.




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4.       Section 1.09 Employee is amended by adding the following
         subsection (c):

         (c) Self-Employed Individual

         A Self-Employed Individual means any individual who receives
         Earned Income from the Employer or would have received Earned
         Income from the Employer but for the fact that the trade or
         business carried on by the Employer did not have net profits for
         the applicable years. A Self-Employed Individual is considered an
         Employee.

5.       Effective September 3, 2002, Section 1.33 of the Plan is amended by
         adding the following paragraph to the end of Section 1.33:

         Notwithstanding the foregoing provisions of this Section 1.33, the
         Accrued Benefit of each Participant affected by the partial termination
         of the Plan due to the merger and reorganization of Stilwell Financial
         Inc., Janus Capital Corporation, Stilwell Management, Inc., and Berger
         Financial Group LLC, as publicly announced September 3, 2002, (the
         "Merger and Reorganization") shall be fully vested and 100%
         nonforfeitable. For purposes of this Section 1.33, a Participant shall
         be considered affected by the Merger and Reorganization if such
         Participant's employment with an Employer ceases as a result of and as
         part of the Merger and Reorganization. A Participant shall not be
         considered affected by the Merger and Reorganization if the
         Participant's employment with an Employer is terminated by an Employer
         for cause.

6.       Effective September 3, 2002, Section 3.04(b) is amended by adding the
         following paragraph to the end of Section 3.04(b):

         Notwithstanding the foregoing provisions of the Section 3.04(b), a
         Participant is eligible to receive an allocation of Discretionary
         Profit Sharing Contributions, regardless of Participant's Hours of
         Service, if the Participant is affected by the partial termination of
         the Plan due to the merger and reorganization of Stilwell Financial
         Inc., Janus Capital Corporation, Stilwell Management, Inc., and Berger
         Financial Group LLC, as publicly announced September 3, 2002, (the
         "Merger and Reorganization"). For purposes of this Section 3.04(b), a
         Participant shall be considered affected by the Merger and
         Reorganization if such Participant's employment with an Employer ceases
         as a result of and as part of the Merger and Reorganization as
         determined in the sole discretion of the Employer; provided however
         that any Participant whose Expected Last Day of Employment is
         established by September 30, 2002 shall be considered affected by the
         Merger and Reorganization. For purposes of this section, Expected Last
         Day of Employment means the date communicated by the Employer in
         writing to the Participant as the Participant's expected last day of
         employment. A participant shall not be considered affected by the
         Merger and Reorganization if the Participant's employment with an
         Employer is terminated by an Employer for cause.

7.       Effective September 3, 2002, Section 3.05(b) is amended by adding the
         following paragraph to the end of Section 3.05(b):

         Notwithstanding the foregoing provisions of the Section 3.05(b), a
         Participant is eligible to receive an allocation of Discretionary Stock
         Bonus Contributions, regardless of Participant's

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         Hours of Service, if the Participant is affected by the partial
         termination of the Plan due to the merger and reorganization of
         Stilwell Financial Inc., Janus Capital Corporation, Stilwell
         Management, Inc., and Berger Financial Group LLC, as publicly announced
         September 3, 2002, (the "Merger and Reorganization"). For purposes of
         this Section 3.05(b), a Participant shall be considered affected by the
         Merger and Reorganization if such Participant's employment with an
         Employer ceases as a result of and as part of the Merger and
         Reorganization as determined in the sole discretion of the Employer;
         provided however that any Participant whose Expected Last Day of
         Employment is established by September 30, 2002 shall be considered
         affected by the Merger and Reorganization. For purposes of this
         section, Expected Last Day of Employment means the date communicated by
         the Employer in writing to the Participant as the Participant's
         expected last day of employment. A participant shall not be considered
         affected by the Merger and Reorganization if the Participant's
         employment with the Employer is terminated by an Employer for cause.

8.       Appendix is amended by adding the Schedule of Participating Employers
         as follows:

         Schedule of Participating Employers who have adopted the Plan in
         accordance with the provisions of Section 8.10:

         Berger Financial Group LLC
         Janus Capital Management LLC
         Stilwell Management, Inc.
         Enhanced Investment Technologies, LLC (effective February 28, 2002)
         Bay Isle Financial, LLC

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


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

                                              STILWELL FINANCIAL INC.



Dated:    October 2, 2002
                                              By:
                                                      /s/ Gwen E. Royle
                                                  -------------------------


                                              Its:      Vice President
                                                  -------------------------


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