JANUS CAPITAL GROUP INC
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT - WHISTON
<DOCUMENT>
<TYPE>EX-10.21.2
<SEQUENCE>3
<FILENAME>d13272exv10w21w2.txt
<DESCRIPTION>SECOND AMENDMENT TO EMPLOYMENT AGREEMENT - WHISTON
<TEXT>
<PAGE>

                                                                 EXHIBIT 10.21.2

                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

         This Second Amendment to Employment Agreement (this "Amendment") is
entered into as of February 13, 2004, by and between Janus Capital Group Inc., a
Delaware corporation (the "Company"), and Mark B. Whiston (the "Executive").
Capitalized terms used herein but not otherwise defined herein shall have the
respective meaning ascribed to them in the Employment Agreement (as defined
below).

         WHEREAS, the Company and the Executive previously entered into that
certain Employment Agreement, dated as of January 1, 2003, as amended on
December 18, 2003 (as so amended, the "Agreement"), setting forth the terms of
the Executive's employment with the Company; and

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

         NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth below, and for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the Company and the Executive hereby agree as
follows:

         1.       Clause (iv) of Section 3(b)(ii) is amended and restated in its
entirety as follows:

         "(iv) payments shall be made in shares of the Company's Common Stock
         ("Common Stock"), based upon the fair market value of the Common Stock
         on the date of payment, with respect to which the Executive shall have
         a withholding tax election right in accordance with the provisions of
         Section 3(b)(x)(E), provided, however, if the Company determines that
         the Executive is not eligible to make a withholding tax election in
         accordance with such provisions of Section 3(b)(x)(E), then the payment
         shall be made in Company Stock and cash, with the cash portion to be an
         amount calculated based on the maximum statutory payroll and income tax
         withholding rates as applied to the gross amount of the bonus, and with
         the balance of the aggregate bonus to be paid in shares of Common Stock
         based on the fair market value of Common Stock on the date of payment,
         and provided further, that any such cash portion of the bonus payment
         shall be paid by the Company directly to the relevant tax authorities
         and shall not be paid to the Executive."

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

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

         4.       This Amendment may be executed by one or more of the parties
to this Amendment on any number of separate counterparts (including counterparts
delivered by telecopy), and all of said counterparts taken together shall be
deemed to constitute one and the

<PAGE>

same instrument. Any such counterpart delivered by telecopy shall be effective
as an original for all purposes.

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

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

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

                                        JANUS CAPITAL GROUP INC.

                                        By: /s/ Thomas A. Early
                                            ----------------------------

                                        Its:

                                        MARK B. WHISTON

                                        By: /s/ Mark B. Whiston
                                            -------------------------

                                       2

</TEXT>
</DOCUMENT>
