RESOLUTION OF THE BOARD OF DIRECTORS

RESOLUTIONS OF THE
BOARD OF DIRECTORS OF
SEI INVESTMENTS COMPANY



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

WHEREAS, the Company desires to amend the Plan to add common stock of the
Company ("Common Stock") as an investment option under the Plan, and to make
certain other legal and design changes to the Plan.

NOW, THEREFORE, BE IT:

RESOLVED, that the Plan shall be amended and restated, effective January 1,
1997, except to the extent an earlier or later effective date is specified, to
reflect the following:

(i) ADDITION OF COMMON STOCK PLAN INVESTMENT OPTION. Effective no
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later than January 1, 1998, the addition of Common Stock as an
available investment option under the Plan, compliance with
section 404(c) of ERISA with respect to the portion of the Plan
invested in Common Stock and designation of the Plan
Administrator as the fiduciary to monitor confidentiality with
respect to such compliance and to appoint an independent
confidentiality fiduciary with respect to such compliance, as
necessary;

(ii) COMPLIANCE WITH RECENT CHANGES IN THE LAW. Compliance with the
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applicable provisions of the Small Business Job Protection Act
of 1996, the Taxpayer's Relief Act of 1997, the Uniformed
Services Employment and Reemployment Rights Act of 1994, and
other recent applicable changes in the law, including the court
decision in Microsoft;
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(iii) CHANGE IN NAMES. The change in the name of the Company from
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SEI Corporation to SEI Investments Company, and the
corresponding change in the name of the Plan to the SEI
Investments Capital Accumulation Plan;

(iv) EFFECTIVE DATE OF SALARY DEFERRAL ELECTIONS. Clarification that
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an employee who is in an eligible category of employment under
the terms of the Plan is eligible to participate in the Plan
upon employment and that such employee's salary deferral
election (and any changes to such an election) are effective
based on whether the Plan Administrator receives the election
(or change) on or before the 15th day of a month;

(v) ADDITION OF BROKERAGE ACCOUNT PLAN INVESTMENT OPTION. Effective
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July 1, 1997, the addition of an individual brokerage account
with one or more brokerage firms designated by the Company as
an investment option under the Plan;

(vi) PAPERLESS PLAN ADMINISTRATION. Language to enable the Plan to
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be administered electronically;

(vii) QDROS. Language to facilitate the review and administration
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of qualified domestic relations orders ("QDROs") received by
the Plan, including the immediate distribution of benefits to
alternate payees upon the alternate payee's request or pursuant
to the terms of the QDRO, and permitting the alternate payee to
designate a beneficiary under the Plan and to invest Plan
benefits payable to the alternate payee under the terms of the
Plan;

(viii) PLAN LOAN REQUIREMENTS. Effective October 1, 1997,
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elimination of the requirement that a Plan participant have had
a salary deferral election in effect for two years before
applying for a Plan loan, permitting an employee who has made a
rollover contribution to the Plan to take a Plan loan from the
rollover contribution, and effective October 15, 1997,
including all of a participant's accounts, except for his
after-tax account, in determining the amount available for a
Plan loan and expanding the permissible term of a loan used to
acquire the participant's principal residence from 10 years to
30 years; and

(xi) PLAN EXPENSES. Permitting Plan expenses to be paid from the
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Plan trust;

RESOLVED, that the proper officers of the Company be, and they hereby are,
authorized and directed to take such actions, as they, in their sole judgment,
deem necessary, appropriate or convenient to effectuate the foregoing
resolutions, including without limitation: (1) to cause the preparation of the
amendment and restatement of the Plan and/or related trust agreement to reflect
the foregoing resolutions, including amendments to the Plan and/or related trust
to reflect the addition of the Common Stock (including any amendments to the
Plan and trust agreement that may be necessary or appropriate to comply with
section 404(c) of ERISA, to reflect the appointment of an independent
confidentiality fiduciary for section 404(c) compliance and to permit the
purchase of Common Stock for the Plan on the open market or directly from the
Company); (2) to execute the foregoing amendment and restatement of the Plan
and/or trust agreement; (3) to appoint an independent agent to make any open
market purchases of Common Stock for the Plan and execute any related agreement
formalizing the terms and conditions of such appointment; (4) to arrange for any
financing that may be necessary or desirable to facilitate the purchase or sale
of Common Stock for the Plan; (5) to cause the preparation and filing of the
Form S-8 registration statement with the Securities Exchange Commission and the
preparation and distribution of a memorandum to participants in the Plan
describing relevant provisions of

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such Plan; and (6) to cause the preparation and implementation of guidelines
regarding the confidentiality requirements of section 404(c) of ERISA, the
purchase and sale of Common Stock for Plan purposes and the participation of
individuals considered to be "insiders" within the meaning of section 16 of the
Securities Exchange Act of 1934.

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