Common use of Amendment of Paragraph Clause in Contracts

Amendment of Paragraph. 11.01. ---------------------------- Paragraph 11.01 of the Stock Purchase Agreement shall be amended and restated to read in its entirety as follows: 11.01 The parties hereto have AGREED that the present management of JCC shall continue to operate the business of JCC, including the business of JMC prior to the merger of JMC into JCC, of providing investment advice and management services to Janus Fund, as hereinafter provided. So long as ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is a holder of at least 5% of the shares of JCC and continues to be employed as President or Chairman of the Board of JCC and if ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ does not serve as President of JCC, ▇▇▇▇▇ ▇. ▇▇▇▇▇, III serves as President and Chief Executive Officer (or Co-Chief Executive Officer with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇) of JCC, (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall continue to establish and implement policy with respect to the investment advisory and portfolio management activity of JCC, (ii) without ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇'▇ consent, ▇▇▇▇▇▇▇▇ shall not cause JCC to implement, or impose on the management of JCC any policies, conditions or restrictions regarding the policy referred to in (i) other than those which were in place at November 15, 1983, and (iii) any changes in management philosophy, style or approach influencing the management of JCC with respect to the policy referred to in (i) shall be mutually agreed to by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and by ▇▇▇▇▇▇▇▇. In furtherance of this objective, so long as ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is a holder of at least 5% of the shares of JCC and continues to be employed as President or Chairman of the Board of JCC and if ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ does not serve as President of JCC, ▇▇▇▇▇ ▇. ▇▇▇▇▇, III serves as President and Chief Executive Officer (or Co-Chief Executive Officer with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇) of JCC, ▇▇▇▇▇▇▇▇ agrees to vote its JCC Shares to elect directors of JCC, at least a majority of whom shall be selected by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, subject to ▇▇▇▇▇▇▇▇'▇ approval, which approval shall not be unreasonably withheld. Each of the preceding provisions set forth in this paragraph is expressly conditioned, however, upon such management and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ continuing to perform their respective duties with reasonable care and in a manner which is consistent with past practice and not contrary to the best interests of JCC.

Amendment of Paragraph. 11.01. ---------------------------- ---------------------------- Paragraph 11.01 of the Stock Purchase Agreement shall be amended and restated to read in its entirety as follows: 11.01 The parties hereto have AGREED that the present management of JCC shall continue to operate the business of JCC, including the business of JMC prior to the merger of JMC into JCC, of providing investment advice and management services to Janus Fund, as hereinafter provided. So long as ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is a holder of at least 5% of the shares of JCC and continues to be employed as President or Chairman of the Board of JCC and if ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ does not serve as President of JCC, ▇▇▇▇▇ ▇. ▇▇▇▇▇, III serves as President and Chief Executive Officer (or Co-Chief Executive Officer with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇) of JCC, (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall continue to establish and implement policy with respect to the investment advisory and portfolio management activity of JCC, (ii) without ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇'▇ consent, ▇▇▇▇▇▇▇▇ shall not cause JCC to implement, or impose on the management of JCC any policies, conditions or restrictions regarding the policy referred to in (i) other than those which were in place at November 15, 1983, and (iii) any changes in management philosophy, style or approach influencing the management of JCC with respect to the policy referred to in (i) shall be mutually agreed to by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and by ▇▇▇▇▇▇▇▇. In furtherance of this objective, so long as ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is a holder of at least 5% of the shares of JCC and continues to be employed as President or Chairman of the Board of JCC and if ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ does not serve as President of JCC, ▇▇▇▇▇ ▇. ▇▇▇▇▇, III serves as President and Chief Executive Officer (or Co-Chief Executive Officer with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇) of JCC, ▇▇▇▇▇▇▇▇ agrees to vote its JCC Shares to elect directors of JCC, at least a majority of whom shall be selected by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, subject to ▇▇▇▇▇▇▇▇'▇ approval, which approval shall not be unreasonably withheld. Each of the preceding provisions set forth in this paragraph is expressly conditioned, however, upon such management and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ continuing to perform their respective duties with reasonable care and in a manner which is consistent with past practice and not contrary to the best interests of JCC.