AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

STILWELL FINANCIAL, INC.

The undersigned, Stilwell Financial, Inc., a Delaware corporation (the
"Corporation"), for the purpose of amending and restating the Certificate of
Incorporation of the Corporation originally filed January 23, 1998, in
accordance with the General Corporation Law of Delaware ("Delaware Corporation
Law"), does hereby make and execute this Amended and Restated Certificate of
Incorporation and does hereby certify that it was duly adopted in accordance
with Sections 242 and 245 of the Delaware Corporation Law.

FIRST. The name of the Corporation is Stilwell Financial Inc.

SECOND. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle,
Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.

THIRD. The nature of the business or purposes to be conducted or promoted
by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the Delaware Corporation Law.

FOURTH. The total number of shares of stock which the Corporation has
authority to issue is 1,010,000,000 shares, divided into classes and with par
values as follows:

<TABLE>
<CAPTION>
Number of Shares Par Value
Class in Class Per Share
---------------- ---------
<S> <C> <C>
Common Stock 1,000,000,000 $ .01

Preferred Stock 10,000,000 $1.00
</TABLE>

A. The powers, preferences and rights, and the qualifications,
limitations and restrictions thereof, of the shares of Common Stock are as
follows:

1. Voting Rights. At all elections of directors of the Corporation
-------------
and for the purposes of all other matters upon which stockholders are entitled
to vote, the holders of the Common Stock shall be entitled to vote on the basis
of one vote for each share held.

B. The Board of Directors is hereby authorized, subject to any
limitations prescribed by law, to provide for the issuance from time to time of
shares of Preferred Stock in one or more series, and by filing a certificate
pursuant to the Delaware Corporation Law (a "Certificate of Designation"), to
fix or alter from time to time the designation, powers, preferences and rights
of the shares of each such series and the qualifications, limitations or
restrictions thereof, including without limitation the dividend rights, dividend
rate, conversion rights, voting rights and the
<PAGE>

liquidation preferences of any wholly unissued series of Preferred Stock, and to
establish from time to time the number of shares constituting any such series
and the designation thereof, or any of them. The number of shares of any series
subsequent to the issuance of shares of that series may be increased or
decreased (but not below the number of shares of such series then outstanding)
pursuant to a resolution adopted by a majority of the entire Board of Directors
(the "Whole Board"), without the vote of the holders of the Common Stock or the
holders of the Preferred Stock, or of any series thereof, unless a vote of any
such holders is required pursuant to the terms of any Certificate of
Designation. In case the number of shares of any series shall be so decreased,
the shares constituting such decrease shall resume the status that they had
prior to the adoption of the resolution originally fixing the number of shares
of such series.

FIFTH. The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

A. The business and affairs of the Corporation shall be managed by a
Board of Directors consisting of not less than three (3) nor more than eighteen
(18) persons. The exact number of directors within the minimum and maximum
limitations specified in the preceding sentence shall be fixed exclusively from
time to time by the Board of Directors pursuant to a resolution adopted by a
majority of the Whole Board. The directors, other than those who may be elected
by the holders of any class or series of Preferred Stock, shall be divided into
three classes as nearly equal in number as possible, with the term of office of
the first class to expire at the conclusion of the 2001 annual meeting of
stockholders, the term of office of the second class to expire at the conclusion
of the 2002 annual meeting of stockholders and the term of office of the third
class to expire at the conclusion of the 2003 annual meeting of stockholders. At
each annual meeting of stockholders, successors to directors of the class whose
terms then expire shall be elected to hold office for a term expiring at the
third succeeding annual meeting of stockholders. Each director shall hold office
until his or her successor shall have been duly elected and qualified, or until
his or her earlier resignation or removal. If the number of directors is
changed, any increase or decrease shall be so apportioned among the classes as
to make all classes as nearly equal in number as possible.

B. Subject to the rights of any holder of any class or series of
Preferred Stock then outstanding, any vacancy on the Board of Directors (whether
because of death, resignation, retirement, removal, an increase in the number of
directors, or any other cause) shall be filled exclusively by a majority of the
directors then in office, though less than a quorum, or by a sole remaining
director, and any director so chosen shall hold office for a term expiring at
the annual meeting of stockholders at which the term of office of the class to
which he or she has been elected expires, and until his or her successor is duly
elected and shall qualify, or until his or her earlier resignation or removal.
No decrease in the number of directors shall shorten the term of any incumbent
director.

C. Subject to the rights of holders of any class or series of Preferred
Stock then outstanding, any director, or the Whole Board, may be removed from
office by the stockholders only for cause and such removal shall require the
affirmative vote of the majority of the then-outstanding shares of the capital
stock of the Corporation entitled to vote generally in the election of directors
(the "Voting Stock"); provided, however, that on and after the Trigger Date
-------- -------

-2-
<PAGE>

(as hereinafter defined in this Article FIFTH, Section D.2), a director may be
removed from office for cause only by the affirmative vote of the holders of at
least seventy percent (70%) of the Voting Stock.

D. For purposes of this Article FIFTH, and Articles SIXTH, SEVENTH,
EIGHTH and TWELFTH hereof:

1. "KCSI" shall mean Kansas City Southern Industries, Inc., a
Delaware corporation.

2. "Trigger Date" shall mean the first date on which any Person
becomes an Interested Stockholder (as hereinafter defined in this Article FIFTH,
Section D.4).

3. A "Person" shall include an individual, a group acting in
concert, a corporation, a partnership, a limited liability company, a limited
liability partnership, an association, a joint venture, a pool, a joint stock
company, a trust, an unincorporated organization or similar company, any other
entity or syndicate or any group formed for the purpose of acquiring, holding or
disposing of securities.

4. "Interested Stockholder" shall mean any Person (other than the
Corporation, any Holding Company (as hereinafter defined in this Article FIFTH,
Section D.9) or Subsidiary (as hereinafter defined in this Article FIFTH,
Section D.8) thereof or KCSI (as defined in this Article FIFTH, Section D.1),
but KCSI shall be so excluded only until the distribution by KCSI of the shares
of Common Stock of the Corporation held by KCSI to KCSI's holders of record of
common stock) who or which:

(a) is the Beneficial Owner (as hereinafter defined in this
Article FIFTH, Section D.5), directly or indirectly, of more than twenty
percent (20%) of the voting power of the outstanding Voting Stock; or

(b) is an Affiliate (as hereinafter defined in this Article
FIFTH Section D.7) of the Corporation and at any time within the two-year
period immediately prior to the date in question was the Beneficial Owner,
directly or indirectly, of twenty (20%) or more of the voting power of the
then-outstanding Voting Stock; or

(c) is an assignee of or has otherwise succeeded to any shares
of Voting Stock which were at any time within the two-year period
immediately prior to the date in question Beneficially Owned by any
Interested Stockholder, if such assignment or succession shall have
occurred in the course of a transaction or series of transactions not
involving a public offering within the meaning of the Securities Act of
1933.

A Person shall not be deemed an Interested Stockholder if such Person
would become an Interested Stockholder solely as a result of a reduction of the
number of shares of Voting Stock of the Corporation outstanding, including
repurchases of outstanding shares of Voting Stock of the Corporation by the
Corporation, which reduction increases the percentage of outstanding shares of
Voting Stock of the Corporation of which such Person is the Beneficial Owner,
until such Person shall thereafter become the Beneficial Owner of any additional
shares of Voting Stock.

-3-
<PAGE>

5. A Person shall be a "Beneficial Owner" of, "Beneficially Own,"
"Own Beneficially" and be deemed to have "Beneficial Ownership" of, any Voting
Stock, and such Voting Stock shall be deemed to be "Beneficially Owned" by such
Person as to any Voting Stock:

(a) which such Person or any of its Affiliates or Associates (as
hereinafter defined in this Article FIFTH, Section D.7) beneficially owns,
directly or indirectly within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as in effect on April 3, 2000; or

(b) which such Person or any of its Affiliates or Associates has
(i) the right to acquire (whether such right is exercisable immediately or
only after the passage of time), pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise, or (ii) the right to vote pursuant to
any agreement, arrangement or understanding (but neither such Person nor
any such Affiliate or Associate shall be deemed to be the Beneficial Owner
of any shares of Voting Stock solely by reason of a revocable proxy granted
for a particular meeting of stockholders, pursuant to a public solicitation
of proxies for such meeting, and with respect to which shares neither such
Person nor any such Affiliate or Associate is otherwise deemed the
Beneficial Owner); or

(c) which is Beneficially Owned, directly or indirectly within
the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as in
effect on April 3, 2000, by any other Person with which such Person or any
of its Affiliates or Associates has any agreement, arrangement or
understanding for the purposes of acquiring, holding, voting (other than
solely by reason of a revocable proxy as described in Subparagraph (b) of
this Paragraph 5) or disposing of any shares of Voting Stock; provided,
--------
however, that (1) no director or officer of the Corporation (or any
-------
Affiliate of any such director or officer) shall, solely by reason of any
or all of such directors or officers acting in their capacities as such, be
deemed, for any purposes hereof, to Own Beneficially any Voting Stock
Beneficially Owned by any other such director or officer (or any Affiliate
thereof), and (2) neither any employee stock ownership, retirement or
similar plan of the Corporation or any Subsidiary of the Corporation nor
any trustee with respect thereto (or any Affiliate of such trustee), solely
by reason of such capacity of such trustee, shall be deemed, for any
purposes hereof, to Own Beneficially any Voting Stock held under any such
plan.

6. For purposes of computing the percentage of Beneficial Ownership
of Voting Stock of a Person, the outstanding Voting Stock shall include shares
deemed owned by such Person through application of Paragraph 5 of Section D of
this Article FIFTH but shall not include any other Voting Stock which may be
issuable by the Corporation pursuant to any agreement, or upon exercise of
conversion rights, warrants or options, or otherwise. For all other purposes,
the outstanding Voting Stock shall include only Voting Stock then outstanding
and shall not include any Voting Stock which may be issuable by the Corporation
pursuant to any agreement, or upon the exercise of conversion rights, warrants
or options, or otherwise.

-4-
<PAGE>

7. "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as in effect on April 3, 2000.

8. "Subsidiary" means any corporation or other entity of which a
majority of any class of Equity Security (as that term is defined in Section
3(a)(11) of the Securities Exchange Act of 1934, as in effect on April 3, 2000)
is owned, directly or indirectly, by the Corporation; provided, however, that
-------- -------
for the purposes of the definition of Interested Stockholder set forth in
Paragraph 4 of Section D of this Article FIFTH, the term "Subsidiary" shall mean
only a corporation or other entity of which a majority of each class of Equity
Security is owned, directly or indirectly, by the Corporation.

9. "Holding Company" shall mean any Person that directly or
indirectly owns eighty percent (80%) or more of the Corporation's Voting Stock.

E. Special meetings of stockholders of the Corporation may be called only
by the Chairman of the Board of Directors, the Chief Executive Officer or the
President of the Corporation and shall be called by the Chairman of the Board of
Directors, the Chief Executive Officer or the President at the request in
writing by the Board of Directors pursuant to a resolution approved by a
majority of the Whole Board, upon not less than ten (10) nor more than sixty
(60) days' written notice. Such notice shall state the purpose or purposes of
the proposed meeting and the business transacted at any special meeting shall be
limited to the purpose or purposes stated in the notice.

F. Stockholder nominations for the election of directors and business to
be brought before a meeting by stockholders of the Corporation shall be given or
brought, as the case may be, only in the manner provided in the Bylaws of the
Corporation.

SIXTH. The Board of Directors, pursuant to a resolution approved by a
majority of the Whole Board, may adopt, amend or repeal the Bylaws of the
Corporation. The stockholders shall also have the power to adopt, amend or
repeal the Bylaws of the Corporation; provided, however, that on and after the
-------- -------
Trigger Date, the affirmative vote of the holders of at least seventy percent
(70%) of the Voting Stock shall be required to adopt, amend or repeal, by
stockholder action, any provisions of the Bylaws of the Corporation.

SEVENTH.

A. Except as otherwise expressly provided in this Section, the
affirmative vote of the holders of at least seventy percent (70%) of the Voting
Stock, voting together as a single class, shall be required to approve:

1. any merger or consolidation of the Corporation or any Subsidiary
with (i) any Interested Stockholder or (ii) any other corporation or other
entity (whether or not itself an Interested Stockholder) which is, or after such
merger or consolidation would be, an Affiliate of an Interested Stockholder; or

2. any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or with any
Interested Stockholder, or

-5-
<PAGE>

any Affiliate of any Interested Stockholder, of any assets of the Corporation or
any Subsidiary having an aggregate Fair Market Value (as hereinafter defined in
this Article SEVENTH, Section C.2) equaling or exceeding twenty-five percent
(25%) of the Fair Market Value of the combined assets immediately prior to such
transfer of the Corporation and its Subsidiaries; or

3. the issuance or transfer by the Corporation or any Subsidiary (in
one transaction or a series of transactions) to any Interested Stockholder or
any Affiliate of any Interested Stockholder in exchange for cash, securities or
other property (or a combination thereof), of any securities of the Corporation
or any Subsidiary having an aggregate Fair Market Value equaling or exceeding
twenty-five percent (25%) of the Fair Market Value of the combined assets
immediately prior to such transfer of the Corporation and its Subsidiaries
except pursuant to an employee benefit plan of the Corporation or any Subsidiary
thereof; or

4. the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of any Interested
Stockholder or any Affiliate of any Interested Stockholder; or

5. any reclassification of securities of the Corporation (including
any reverse stock split), recapitalization of the Corporation, merger or
consolidation of the Corporation with any of its Subsidiaries or other
transaction (whether or not with or into or otherwise involving an Interested
Stockholder), which has the effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any class of equity or
convertible securities of the Corporation or any Subsidiary which is directly or
indirectly owned by any Interested Stockholder or any Affiliate of any
Interested Stockholder (a "Disproportionate Transaction"); provided, however,
-------- -------
that no such transaction shall be deemed a Disproportionate Transaction if the
increase in the proportionate ownership of the Interested Stockholder or
Affiliate as a result of such transaction is no greater than the increase
experienced by the other stockholders generally.

The term "Business Combination" as used in this Article SEVENTH shall mean
any transaction which is referred to in any one or more of paragraphs 1 through
5 of Section A of this Article SEVENTH.

B. The provisions of Section A of this Article SEVENTH requiring the
affirmative vote of the holders of at least seventy percent (70%) of the Voting
Stock, voting together as a single class, shall not be applicable to any
particular Business Combination, and such Business Combination shall require
only such vote as is required by law or by this Amended and Restated Certificate
of Incorporation (other than Article SEVENTH Section A), whichever is greater,
if the Business Combination shall have been approved by a majority of the
Disinterested Directors (as hereinafter defined in this Article SEVENTH, Section
C.1).

C. For the purposes of this Article SEVENTH:

1. "Disinterested Director" means any member of the Board of
Directors who is unaffiliated with the Interested Stockholder and who was a
member of the Board of Directors prior to the time that the Interested
Stockholder became an Interested Stockholder, and any director who is thereafter
chosen to fill any vacancy on the Board of Directors or who is elected and who,
in either event, is unaffiliated with the Interested Stockholder, and in

-6-
<PAGE>

connection with his or her initial assumption of office is recommended for
appointment or election by a majority of Disinterested Directors then on the
Board of Directors.

2. "Fair Market Value" means: (a) in the case of stock, the highest
closing sale price of the stock during the 30-day period immediately preceding
the date in question of a share of such stock admitted to trading on a principal
United States securities exchange registered under the Securities Exchange Act
of 1934, or if such stock is admitted to trading on the National Association of
Securities Dealers Automated Quotations System ("NASDAQ") or any other system
then in use, the Fair Market Value shall be the highest closing sale price
reported by NASDAQ or such other system during the 30-day period preceding the
date in question, or, if no such quotations are available, the Fair Market Value
on the date in question of a share of such stock as determined by the Board of
Directors in good faith, in each case with respect to any class of stock,
appropriately adjusted for any dividend or distribution in shares of such stock
or any combination or reclassification of outstanding shares of such stock into
a smaller number of shares of such stock, and (b) in the case of property other
than cash or stock, the Fair Market Value of such property on the date in
question as determined by the Board of Directors in good faith.

D. A majority of the Disinterested Directors of the Corporation shall
have the power and duty to determine for the purposes of this Article SEVENTH,
on the basis of information known to them after reasonable inquiry, (a) whether
a Person is an Interested Stockholder; (b) the number of shares of Voting Stock
of which any Person is the Beneficial Owner; (c) whether a Person is an
Affiliate or Associate of another; and (d) whether the assets which are the
subject of any Business Combination have, or any securities to be issued or
transferred by the Corporation or any Subsidiary in any Business Combination
have, an aggregate Fair Market Value equaling or exceeding twenty-five percent
(25%) of the Fair Market Value of the combined assets immediately prior to such
transfer of the Corporation and its Subsidiaries. A majority of the
Disinterested Directors shall have the further power to interpret all of the
terms and provisions of this Article SEVENTH.

E. Nothing contained in this Article SEVENTH shall be construed to
relieve any Interested Stockholder from any fiduciary obligation imposed by law.

EIGHTH. The Board of Directors of the Corporation, when evaluating any
offer of another Person (as defined in Article FIFTH, Section D.3 hereof) to (A)
make a tender or exchange offer for any Equity Security (as that term is defined
in Section 3(a)(11) of the Securities Exchange Act of 1934, as in effect on
April 3, 2000) of the Corporation, (B) merge or consolidate the Corporation with
another corporation or other entity or (C) purchase or otherwise acquire all or
substantially all of the properties and assets of the Corporation, may in
consideration with the exercise of its judgment in determining what is in the
best interests of the Corporation and its stockholders, give due consideration
to all relevant factors, including without limitation: (i) the social and
economic effect of acceptance of such offer on the Corporation's present and
future customers and employees and those of its Subsidiaries (as defined in
Article FIFTH, Section D.8 hereof), including the impact on investment companies
advised or managed by any of the Corporation's Subsidiaries, (ii) the social and
economic effect on the communities in which the Corporation and its Subsidiaries
operate or are located, (iii) the ability of the Corporation to fulfill its
corporate objectives and (iv) the consideration being offered in relation

-7-
<PAGE>

to the then current market price for the Corporation's outstanding shares of
capital stock, in relation to the then current value of the Corporation in a
freely negotiated transaction and in relation to the Board of Directors'
estimate of the future value of the Corporation (including the unrealized value
of its properties and assets) as an independent going concern.

NINTH.

A. Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "Proceeding"), by reason of
the fact that he or she is or was a director, officer, employee, agent, trustee,
committee member or representative of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee, agent, trustee,
committee member or representative of another corporation or other entity,
including, without limitation, any Subsidiary (as defined in Article FIFTH,
Section D.8 hereof), partnership, joint venture, limited liability company,
limited liability partnership, unincorporated organization or similar company,
trust or other enterprise, including service with respect to any employee
benefit plan (such person an "Indemnitee"), whether the basis of such Proceeding
is alleged action in an official capacity or in any other capacity while serving
as a director, officer, employee, agent, trustee, committee member or
representative, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the Delaware Corporation Law, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonably incurred or suffered by reason of such Indemnitee
acting in any such capacity; provided, however, that with respect to Proceedings
-------- -------
to enforce rights to indemnification, the Corporation shall indemnify any such
Indemnitee in connection with a Proceeding (or part thereof) initiated by such
Indemnitee only if such Proceeding (or part thereof) is conducted as provided in
Section C of this Article NINTH or if such Proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation.

B. The right to indemnification conferred in Section A of this Article
NINTH shall include the right to have the Corporation pay the expenses incurred
in defending any such Proceeding in advance of its final disposition (an
"Advancement of Expenses"); provided, however, that, if the Delaware Corporation
-------- -------
Law so requires, an Advancement of Expenses incurred by an Indemnitee shall be
made only upon delivery to the Corporation of an undertaking (an "Undertaking"),
by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (a "Final Adjudication"), that such Indemnitee is not
entitled to be indemnified for such expenses under this Section or otherwise.
The rights to indemnification and to the Advancement of Expenses conferred in
Sections A and B of this Article NINTH shall be contract rights and such rights
shall continue as to an Indemnitee who has ceased to be a director, officer,
employee, agent, trustee, committee member or representative and shall inure to
the benefit of the Indemnitee's heirs, executors and administrators.

-8-
<PAGE>

C. If a claim under Section A this Article NINTH is not paid in full by
the Corporation within sixty (60) days after a written claim has been received
by the Corporation, or a claim under Section B of this Article NINTH for an
Advancement of Expenses is not paid in full by the Corporation within twenty
(20) days after a written claim has been received by the Corporation, the
Indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in
any such suit, or in a suit brought by the Corporation to recover an Advancement
of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall also
be entitled to be paid the expense of prosecuting or defending such suit,
including any reasonable attorneys' fees. In any suit by the Corporation to
recover an Advancement of Expenses pursuant to the terms of an Undertaking, the
Corporation shall be entitled to recover such expenses upon a Final Adjudication
that the Indemnitee has not met any applicable standard for indemnification set
forth in the Delaware Corporation Law as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than
such law permitted the Corporation to provide prior to such amendment). Neither
the failure of the Corporation (including its Board of Directors, independent
legal counsel or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the Indemnitee is proper in
the circumstances because the Indemnitee has met the applicable standard of
conduct set forth in the Delaware Corporation Law, nor an actual determination
by the Corporation (including its Board of Directors, independent legal counsel,
or its stockholders) that the Indemnitee has not met such applicable standard of
conduct, shall create a presumption that the Indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to
enforce a right to indemnification or to an Advancement of Expenses hereunder,
or by the Corporation to recover an Advancement of Expenses pursuant to the
terms of an Undertaking, the burden of proving that the Indemnitee is not
entitled to be indemnified, or to such Advancement of Expenses, under this
Article or otherwise shall be on the Corporation.

D. The rights to indemnification and to the Advancement of Expenses
conferred in this Article NINTH shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, the Corporation's
Amended and Restated Certificate of Incorporation, Bylaws, agreement, vote of
stockholders or Disinterested Directors (as defined in Article SEVENTH, Section
C.1 hereof) or otherwise.

E. The Corporation may maintain insurance, at its own expense, to protect
itself and any director, officer, employee, agent, trustee, committee member or
representative of the Corporation or another corporation, partnership, joint
venture, limited liability company, limited liability partnership,
unincorporated organization or similar company, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under this Amended and Restated Certificate of Incorporation or the Delaware
Corporation Law.

TENTH. A director shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware Corporation Law or (iv) for any transaction for

-9-
<PAGE>

which the director derived an improper personal benefit. If the Delaware
Corporation Law is hereafter amended after April 3, 2000 to eliminate or limit
further the personal liability of directors, then the liability of a director of
the Corporation shall be eliminated or limited to the furthest extent permitted
by the Delaware Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.

ELEVENTH. Pursuant to Section 228 of the Delaware Corporation Law, any
action required or permitted to be taken by the stockholders of the Corporation
may be effected only at a duly called annual or special meeting of such
stockholders and may not be effected by a consent in writing by such
stockholders in lieu of a meeting. At any annual meeting or special meeting of
stockholders of the Corporation, only such business shall be conducted as shall
have been brought before such meeting in the manner provided in this Amended and
Restated Certificate of Incorporation and the Bylaws of the Corporation.

TWELFTH. The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Amended and Restated Certificate of
Incorporation in the manner now or hereafter prescribed by the Delaware
Corporation Law and all rights conferred on the stockholders are granted subject
to this reservation; provided, however, that:
-------- -------

A. Notwithstanding any other provision of this Amended and Restated
Certificate of Incorporation or any other provision of law which might permit a
lesser or no vote, but in addition to any vote of the holders of any class or
series of stock of the Corporation required by law or by this Amended and
Restated Certificate of Incorporation, the affirmative vote of the holders of at
least seventy percent (70%) of the Voting Stock, voting together as a single
class, shall be required to amend, alter, change or repeal Article FIFTH,
paragraphs A., B., C., and E., Article ELEVENTH and this Article TWELFTH; and
further provided, however, that
------- -------- -------

B. On and after the Trigger Date, notwithstanding any other provision of
this Amended and Restated Certificate of Incorporation or any other provision of
law which might permit a lesser or no vote, but in addition to any vote of the
holders of any class or series of stock of the Corporation required by law or by
this Amended and Restated Certificate of Incorporation, the affirmative vote of
the holders of at least seventy percent (70%) of the Voting Stock, voting
together as a single class, shall be required to amend, alter, change or repeal
Articles FOURTH, FIFTH, paragraphs D. and F., SIXTH, SEVENTH, EIGHTH, NINTH and
TENTH.

-10-
<PAGE>

IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation
has been executed on behalf of the Corporation by its President and attested by
its Secretary as of June 14, 2000, and each of them does hereby affirm and
acknowledge that this Amended and Restated Certificate of Incorporation is the
act and deed of the Corporation and that the facts stated herein are true.

STILWELL FINANCIAL, INC.

/s/ Landon H. Rowland
---------------------------------
By: Landon H. Rowland
Its: President

ATTEST:

/s/ Danny R. Carpenter
------------------------
By: Danny R. Carpenter
Its: Secretary

 

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

JANUS CAPITAL GROUP INC.

Janus Capital Group Inc., formerly known as Stilwell Financial Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: That at a meeting of the Board of Directors of Janus Capital Group Inc. (the “Corporation”), resolutions were duly adopted setting forth a proposed amendment to Paragraphs A, B and C of Article FIFTH of the Amended and Restated Certificate of Incorporation of the Corporation, declaring said amendment to be in the best interest of the Corporation and its shareholders and directing that the proposed amendment be considered at the next annual meeting of the stockholders. As amended pursuant to such resolutions, Paragraphs A, B and C of Article FIFTH of the Amended and Restated Certificate of Incorporation shall be and read as follows:

A. The business and affairs of the Corporation shall be managed by a Board of Directors consisting of not less than three (3) and no more than eighteen (18) persons. The exact number of directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed exclusively from time to time by the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board. Commencing at the annual meeting of stockholders held in calendar year 2012 (the “2012 Annual Meeting”), each director shall be elected annually for a term of one year and shall hold office until the next succeeding annual meeting; PROVIDED, HOWEVER, each director elected at the annual meeting of stockholders in calendar year 2010 shall hold office until the annual meeting of stockholders in calendar year 2013, and each director elected at the annual meeting of stockholders in calendar year 2011 shall hold office until the annual meeting of stockholders in calendar year 2014. In all such cases, each director shall hold office until his or her successor shall have been duly elected and qualified, or until his or her earlier resignation or removal.

B. Subject to the rights of any holder of any class or series of Preferred Stock then outstanding, any vacancy on the Board of Directors (whether because of death, resignation, retirement, removal, an increase in the number of directors, or any other cause) shall be filled exclusively by a majority of the directors then in



office, though less than a quorum, or by a sole remaining director, and any director so chosen shall hold office for a term expiring at the annual meeting of stockholders. Each director so chosen shall hold office until the next succeeding annual meeting and until his or her successor is duly elected and qualified, or until his or her earlier resignation or removal.

C. Subject to the rights of holders of any class or series of Preferred Stock then outstanding, any director elected prior to the 2012 Annual Meeting may be removed from office by the stockholders only for cause and such removal shall require the affirmative vote of the majority of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (the “Voting Stock”); PROVIDED, HOWEVER, that on and after the Trigger Date (as hereinafter defined in this Article FIFTH, Section D.2), such a director may be removed from office for cause only by the affirmative vote of the holders of at least seventy percent (70%) of the Voting Stock. Any other director may be removed from office in accordance with Delaware Law.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, an annual meeting of the shareholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute and by the Corporation’s Amended and Restated Certificate of Incorporation were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, Janus Capital Group Inc. has caused this certificate to be signed by David W. Grawemeyer, its General Counsel and Executive Vice President, this 18th day of May 2012.

JANUS CAPITAL GROUP INC.

By:

/s/ David W. Grawemeyer

David W. Grawemeyer, General Counsel and Executive Vice President

 

[End]