AMENDMENT 1995-2

AMENDMENT 1995-2
TO THE
SEI CORPORATION CAPITAL ACCUMULATION PLAN


WHEREAS, SEI Corporation (the "Company") maintains the SEI Corporation
Capital Accumulation Plan (the "Plan") for the benefit of its eligible
employees; and

WHEREAS, the Company desires to makes certain changes to the Plan
requested by the Internal Revenue Service as a condition of the issuance of a
favorable determination letter on the Plan's qualification and certain other
similar changes.

NOW, THEREFORE, in accordance with the foregoing, the Plan shall be
amended, effective as of January 1, 1992, as follows:

1. Section 7.05(b) of the Plan shall be amended to read, in its
entirety, as follows:

"(b) Reduction in Excess Amounts. All amounts withheld pursuant
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to a Salary Deferral election and thereafter delivered to the Trustee
shall be so delivered only if the Employer in good faith believes that
such amounts do not exceed the amounts permissible pursuant to the
limitations set forth in Section 8.03(a). If any amount shall be
withheld from the Compensation of a Participant pursuant to a Salary
Deferral election which exceeds the maximum amount permissible
pursuant to Section 8.03(a) for any Plan Year, then, prior to the
close of the following Plan Year, such excess amounts (and to the
extent required any income allocable thereto), as determined below,
shall, in accordance with procedures to be developed by the Plan
Administrator, which procedures shall be consistent with the
requirements of section 401(k)(8) of the Code, either be distributed
to the appropriate Active Participants or, at the election of such
Participants, be treated as having been distributed and recontributed
to the Plan. Such distribution or distribution and recontribution may
be made notwithstanding any Plan provision to the contrary. Such
excess amounts shall be determined by reducing the Actual Deferral
Percentage of the Highly Compensated Employee with the highest Actual
Deferral Percentage until Subsection (a) is satisfied, or until the
Actual Deferral Percentage of such Highly Compensated Employee is
equal to the Actual Deferral Percentage of the Highly Compensated
Employee with the next highest Actual Deferral Percentage. This
process shall be repeated until Subsection (a) is satisfied. Effective
for Plan Years beginning on or after January 1, 1993 or such later
date as may be provided under Treasury regulations, any Matching
Contributions that such

Participant has received on account of his excess Salary Deferral
Contributions shall be forfeited and any such forfeited amounts shall
be treated as a Matching Contribution, made pursuant to Section
4.01(b), and reallocated, pursuant to Section 6.02, to the Matching
Contribution Accounts of Participants who are eligible to share in
Matching Contributions."

2. Section 8.04(e) of the Plan shall be amended to read, in its
entirety, as follows:

"(e) In the event that the Average Contribution Percentage for
Employees who are Highly Compensated Employees exceeds the amount
permissible under Subsection (a) hereof, then, prior to the closing of
the following Plan Year, such excess amounts (and to the extent
required any income allocable thereto), as determined below, shall, in
accordance with procedures to be developed by the Plan Administrator
and consistent with the requirements of sections 401(m)(6) of the
Code, be distributed to the appropriate Participants, notwithstanding
any other provision herein. Such excess amounts shall be determined by
reducing the Contribution Percentage of the Highly Compensated
Employee with the highest Contribution Percentage until Subsection (a)
is satisfied, or until the Contribution Percentage of such Highly
Compensated Employee is equal to the Contribution Percentage of the
Highly Compensated Employee with the next highest Contribution
Percentage. This process shall be repeated until Subsection (a) is
satisfied."

IN WITNESS WHEREOF, SEI CORPORATION has caused this Amendment 1995-2
to the Plan to be duly executed this 22 day of December 1995, effective in
accordance with its terms.

SEI CORPORATION
Attest:

/s/ Kevin Robins By: /s/ Kevin Robins
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Assistant Corporate Secretary

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