SEI INVESTMENTS CO. EMPLOYEE STOCK PURCHASE

Exhibit 99(e)




SEI INVESTMENTS COMPANY

EMPLOYEE STOCK PURCHASE PLAN



ARTICLE I

INTRODUCTION
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Section 1.01 Statement of Purpose. The purpose of the SEI Investments
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Company Employee Stock Purchase Plan is to provide eligible employees of SEI
Investments Company and its participating subsidiaries who wish to become
shareholders or to increase their share holdings, an opportunity to purchase
common stock of SEI Investments Company. The Board of Directors of the Company
believes that employee participation in ownership will be to the mutual benefit
of both the employees and the Company. The Plan was approved by the Board of
Directors and shareholders of the Company on February 9, 1981 and was amended
and restated from time to time thereafter. On October 15, 1997, the Plan was
again amended and thereafter restated as set forth herein, subject to approval
of the Company's shareholders.

Section 1.02 Internal Revenue Code Considerations. The Plan is intended
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to qualify as an "employee stock purchase plan" within the meaning of Section
423 of the Internal Revenue Code of 1986, as amended.

ARTICLE II

DEFINITIONS
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Section 2.01 "Administrative Committee," which may be referred to as the
"Stock Purchase Plan Committee," means the committee appointed by the Board of
Directors to administer this Plan, as provided in Section 6.03 hereof.

Section 2.02 "Board of Directors" means the Board of Directors of the
Company.

Section 2.03 "Company" shall mean SEI Investments Company, a Pennsylvania
corporation.

Section 2.04 "Compensation" shall mean the regular salary, wages and
commissions paid, during the period of reference, to an Employee by Employer,
including the employee's

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elective contribution to deferral accounts under a Salary Reduction Agreement
pursuant to a plan established under Section 401(k) of the Internal Revenue
Code, but excluding bonuses, overtime payments, shift differential payments,
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expense reimbursements of all types, payments in lieu of expenses, Employer
contributions to any qualified retirement plan or other program of deferred
compensation, Employer contributions to Social Security, the costs paid by
Employer in connection with fringe benefits (whether or not the Employee could
have elected to receive cash in lieu of such benefits), and any amounts accrued
for the benefit of Employee but not paid during the period of reference.
Notwithstanding the foregoing, effective May 21, 1998, "Compensation" shall mean
the wages and other compensation paid during the period of reference, to an
Employee by the Employer, that is reported on Form W-2, and the Employee's
elective contributions to deferral accounts under a Salary Reduction Agreement
pursuant to a plan established under Section 401(k) or 125 of the Internal
Revenue Code.

Section 2.05 "Effective Date" shall mean January 1, 1981.

Section 2.06 "Eligible Employee" shall mean each person who, on the first
date of the Purchase Period meets all of the following requirements:

(a) He/she is an Employee of Employer;

(b) He/she is not deemed for purposes of Section 423(b)(3) of the Internal
Revenue Code to own stock possessing five percent ( 5%) or more of the
total combined voting power or value of all classes of Stock of
Company or Employer.

Section 2.07 "Employee" shall mean each person employed by Employer whose
customary employment is for more than twenty (20) hours per week and for more
than five (5) months per year.

Section 2.08 "Employer" shall mean Company and each subsidiary of Company
that, with the consent of the Board of Directors, has adopted this Plan.

Section 2.09 "Internal Revenue Code" shall mean the United States
Internal Revenue Code of 1986, as the same is presently constituted and as it
may hereafter be amended, and successor statutes of similar purpose.

Section 2.10 "Market Value" shall mean for any day the average of the
closing bid and asked prices of the Stock in the over-the-counter market, as
reported through the National Association of Securities Dealers ("NASD")
Automated Quotation System or, if the stock is listed or admitted to trading on
the NASD National Market System or any national securities exchange or if the
last reported sale price of such Stock is generally available, the last reported
sale price on such system or exchange. The Market Value for any day for which
there is no such bid and asked or last reported sales price shall be the Market
Value of the next preceding day for which there is such a price.

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Section 2.11 "Offering" shall mean the offering of shares of Stock under
this Plan.

Section 2.12 "Offering Date" shall mean the last business day of each
Purchase Period and shall be the date upon which all purchase privileges under
this Plan are exercised with respect to each such Purchase Period.

Section 2.13 "Participant" shall mean each Employee who elects to
participate in this Plan.

Section 2.14 "Plan" shall mean the SEI Investments Company Employee Stock
Purchase Plan, as amended and restated as set forth herein, and as the same may
hereafter be amended.

Section 2.15 "Plan Year" shall mean the twelve month period commencing
each January 1 and ending on the following December 31.

Section 2.16 "Purchase Agreement" shall mean the document prescribed by
the Administrative Committee pursuant to which an Eligible Employee has enrolled
to be a Participant in this Plan.

Section 2.17 "Purchase Period" shall mean the period beginning on the
first day of the calendar month next following the occurrence of an Offering
Date and ending on the last business day of such calendar month.

Section 2.18 "Stock" shall mean the common stock, par value $.01, of SEI
Investments Company.

Section 2.19 "Stock Purchase Account" shall mean a non-interest bearing
account consisting of all amounts withheld from the Employee's compensation (or
otherwise paid into the Plan) for the purpose of purchasing shares of Stock
under this Plan, reduced by all amounts applied to the purchase of Stock under
this Plan.

ARTICLE III

ADMISSION TO PARTICIPATION
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Section 3.01 Initial Participation. Any Eligible Employee may elect to
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be a Participant and may become a Participant by executing and filing with the
Administrative Committee, within the timeframe established by the Committee, but
in any event a reasonable time prior to an Offering Date, a Purchase Agreement
on forms provided by the Administrative Committee. The effective date of an
Eligible Employee's participation shall be the first day of the earliest
Purchase Period for which it is reasonably possible for the Administrative
Committee to effect such Employee's participation.

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Section 3.02 Discontinuance of Participation. Any Participant may
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voluntarily withdraw from the Plan by filing a Notice of Withdrawal with the
Administrative Committee within the timeframe established by the Committee but
in any event within a reasonable time prior to an Offering Date. Within sixty
(60) days after such withdrawal, there shall be paid to the Participant the
amount, if any, standing to his/her credit in his/her Stock Purchase Account.
Amounts paid to a Participant or former Participant pursuant to this Section
3.02 shall not be eligible for redeposit in the Participant's Stock Purchase
Account in the event of the person's readmission to participation.

Section 3.03 Involuntary Withdrawal: Termination of Eligible Employee
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Status. If a Participant's continuous service terminates for any reason, or if
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a Participant ceases to be an Eligible Employee, the entire amount standing to
the Participant's credit in his/her Stock Purchase Account on the effective date
of such occurrence shall be used to purchase whole shares of Stock under this
Plan as of the next succeeding Offering Date, and any balance thereafter
remaining to his/her credit in his/her Stock Purchase Account shall be refunded
to him/her. Notwithstanding the foregoing, if the Plan is amended to provide
Purchase Periods in excess of three (3) calendar months in duration, and if a
Participant's continuous service is terminated for any reason three (3) months
or more prior to the next succeeding Offering Date, the entire amount, if any,
standing to his/her credit in that Stock Purchase Account shall be refunded to
him/her.

Section 3.04 Involuntary Withdrawal: Abuse of Purpose. It is a purpose
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of the Plan to facilitate Eligible Employees in becoming shareholders in the
Company. In furtherance of this purpose, the Administrative Committee has
determined that under normal circumstances Stock purchased under the Plan should
be held as a long term investment by Employees. Accordingly, the Administrative
Committee, in its sole discretion, may exclude from participation in Offerings
under the Plan any Employee who purchases Stock under the Plan and, other than
in isolated cases, sells such Stock in violation of the foregoing purpose. Any
Employee excluded from participation in Offerings under the Plan pursuant to the
provisions of this Section, is not eligible for readmission to participation
under the provisions of Section 3.05, and may only be readmitted with the
consent of the Administrative Committee.

Section 3.05 Readmission to Participation. Any Eligible Employee who has
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previously been a Participant, who has discontinued Participation (whether by
interruption of continuous service or otherwise), and who wishes to be
reinstated as a Participant may again become a participant by executing and
filing with the Administrative Committee a new Purchase Agreement on forms
provided by the Administrative Committee. Reinstatement to Participant status
shall be effective as of the first day of the first Purchase Period reasonably
possible following the date on which the Administrative Committee receives from
the Eligible Employee the properly executed Purchase Agreement.

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ARTICLE IV

STOCK PURCHASE
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Section 4.01 Reservation of Shares. As of the Effective Date, one
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hundred thousand (100,000) shares of Stock were reserved for the Plan, subject
to adjustment in accordance with the anti-dilution provisions hereinafter set
forth. As of November 17, 1988, four hundred thousand (400,000) shares of Stock
were reserved for the Plan, subject to adjustment as provided in the Plan. In
1993, the preceding four hundred thousand (400,000) share limit was adjusted to
eight hundred thousand (800,000) shares of Stock to reflect a stock split.
Except as provided in Section 4.02 hereof, the aggregate number of shares that
may be purchased under the Plan shall not exceed the number of shares reserved
for the Plan. Shares of Stock purchased from the Company under the Plan may be
either authorized and unissued shares or shares reacquired by the Company and
held in its treasury. Effective May 21, 1998, one million three hundred thousand
(1,300,000) shares of Stock were reserved for the Plan, subject to adjustment as
provided in the Plan.

Section 4.02 Limitation on Shares Available. The maximum number of
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shares of Stock that may be purchased for each Participant on an Offering Date
is the lesser of (a) the number of whole shares of Stock that can be purchased
by applying the full balance of his/her Stock Purchase Account (with such
balance determined as of the close of business on the Offering Date of
reference) to such purchase of shares at the Purchase Price (as hereinafter
determined) or (b) the Participant's proportionate part of the maximum number of
shares of Stock available within the limitation established by the maximum
aggregate number of such shares reserved for this Plan, as stated in Section
4.01 hereof.

Notwithstanding the foregoing, if any person entitled to purchase shares
pursuant to any offering hereunder would be deemed for the purposes of Section
423(b)(3) of the Internal Revenue Code to own stock (including any number of
shares that such person would be entitled to purchase hereunder) possessing five
percent (5%) or more of the total combined voting power or value of all classes
of stock of the Company, the maximum number of shares that such person shall be
entitled to purchase pursuant to the Plan shall be reduced to that number which,
when added to the number of shares of Stock that such person is so deemed to own
(excluding any number of shares that such person would be entitled to purchase
hereunder), is one less share than the number of shares required to attain such
five percent (5%) threshold. Any portion of a Participant's Stock Purchase
Account that cannot be applied by reason of the foregoing limitation, or by
reason of the fact that no fractional shares are purchased or issued under this
Plan, shall remain in the Participant's Stock Purchase Account for application
to purchase of Stock on the next Offering Date (unless withdrawn before that
Offering Date).

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Section 4.03 Purchase Price of Shares. The Purchase Price per share of
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the Stock sold to Participants pursuant to any Offering shall be eighty-five
percent (85%) of the Market Value of such share on the Offering Date on which
such Purchase Period expires. If the Offering Date with respect to the purchase
of Stock is a day on which the Stock is selling ex-dividend but is on or before
the record date for such dividend, then for Plan purposes the Purchase Price per
share will be increased by an amount equal to the dividend per share. In no
event shall the Purchase Price be less than the par value of the Stock.

Section 4.04 Exercise of Purchase Privilege.
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(a) Subject to the provisions of Section 4.02 above and of
paragraph (b) of this Section 4.04, if at the close of business on any Offering
Date there is standing to the credit of the Participant in his/her Stock
Purchase Account an amount equal to, or greater than, the Purchase Price of one
share of Stock for the Offering that shall occur on such Offering Date, there
shall be purchased for the Participant at such Purchase Price the largest number
of whole shares of Stock as can be purchased with the amount then standing to
the Participant's credit in his/her Stock Purchase Account. Each such purchase
shall be deemed to have occurred on the Offering Date occurring at the close of
the Purchase Period from which the purchase was made.

(b) Participant may not purchase shares of Stock having an
aggregate Market Value of more than twenty-five thousand dollars ($25,000),
determined at the time of the Offering Date(s) for each calendar year in which
one or more such Offering(s) is/are outstanding at any time, and a Participant
may not purchase a share of Stock under any Offering after the Offering Date
occurring on the last business day of the Purchase Period for such Offering.

Section 4.05 Establishment of Stock Purchase Account.
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(a) Payroll Deductions. The Participant shall authorize payroll
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deductions from Compensation for the purposes of funding his/her Stock Purchase
Account. In the Purchase Agreement, each Participant shall authorize a deduction
from each payment of his/her Compensation during a Purchase Period, which
deduction shall be stated as a fixed dollar amount or as a percentage of
Compensation, whichever method shall be specified by the Administrative
Committee. The amount of any deduction may not be less than one percent (1%) nor
more than ten percent (10%) of the gross amount of such payment of Compensation,
rounded to the nearest whole dollar amount; provided, however, that effective
May 21, 1998, the foregoing ten percent (10%) Compensation limit on the amount
of any deduction shall not apply.

The payroll deduction rate or amount may not be reduced or increased during
any Purchase Period. However, a Participant may reduce or increase his/her
payroll deduction rate or amount for any subsequent Offering by filing a notice
thereof within the timeframe established by the Committee but in any event
within a reasonable time prior to the first day of the Purchase Period on which
such subsequent Offering commences; provided in the case of a reduction that
such reduction shall not reduce the payroll deduction rate or amount below one
percent (1%) of

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each payment of Compensation per pay period, unless the Participant discontinues
participation under Section 3.02 of this Plan, and further provided in the case
of an increase the resulting deduction rate or amount shall not be more than ten
percent (10%) of each payment of Compensation; provided, however, that effective
May 21, 1998, the foregoing ten percent (10%) Compensation limit on increases in
a Participant's deduction rate or amount shall not apply.

(b) Lump Sum Contributions. Effective October 15, 1997,
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Participants may also make either lump sum cash payments or payments by check to
their Stock Purchase Accounts subject to the following rules:

(i) Timing of Contributions.

(A) Participants at the time of their initial
participation or readmission to participation pursuant to Section
3.01 or 3.05 hereof, respectively, may make lump sum contributions
to their Stock Purchase Accounts as described herein.

(B) Participants on whose behalf payroll deductions
are being made for the purpose of funding their Stock Purchase
Accounts may make additional lump sum contributions to those Stock
Purchase Accounts during any Purchase Period as described herein.

(ii) Contribution Limitations. Only one such lump sum
contribution shall be accepted from any Participant in each Purchase Period
and such contribution shall be subject to a minimum of twenty-five dollars
($25).

Section 4.06 Payment for Stock. The Purchase Price for all shares of
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Stock purchased by any Participant under this Plan shall be paid out of the
Participant's Stock Purchase Account. As of each Offering Date, the
Participant's Stock Purchase Account shall be charged with the aggregate
Purchase Price of the shares of Stock purchased by such Participant on the
Offering Date. The remaining balance standing to the Participant's credit in
his/her Stock Purchase Account shall remain credited to such Stock Purchase
Account for the next succeeding Offering under this Plan. No interest shall be
paid or payable with respect to any amount held in the Participant's Stock
Purchase Account.

Section 4.07 Share Ownership: Issuance of Certificates.
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(a) The shares purchased by a Participant on an Offering Date
shall, for all purposes, be deemed to have been issued and/or sold at the close
of business on such Offering Date. Prior to that time, none of the rights or
privileges of a shareholder of the Company shall inure to the Participant with
respect to such shares. All the shares of Stock purchased under the Plan shall
be delivered by the Company in a manner as determined by the Administrative
Committee, provided, however, that all shares acquired by Participants during
any Purchase

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Period shall be delivered not later than one hundred twenty (120) days following
the last day of such Purchase Period.

(b) The Administrative Committee, in its sole discretion, may
determine that the shares of Stock shall be delivered by the Company to the
Participant by issuing and delivering a certificate for the number of shares of
Stock purchased by a Participant on an Offering Date or during a Plan Year, or
that the shares of Stock purchased by all Participants shall be delivered to a
member of the National Association of Securities Dealers, as selected by the
Administrative Committee from time to time, which shares shall be maintained by
such member firm in separate brokerage accounts for each Participant. Each
certificate or brokerage account, as the case may be, may be in the name of the
Participant or, if he/she designates on his/her Stock Purchase Agreement, in
his/her name jointly with his/her spouse, with right of survivorship. A
Participant who is a resident of a jurisdiction that does not recognize such
joint tenancy may have a certificate or brokerage account in his/her name as
tenant in common with his/her spouse, without right of survivorship. Such
designation may be changed by filing notice thereof.

ARTICLE V

SPECIAL ADJUSTMENTS
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Section 5.01 Shares Unavailable. If, on any Offering Date, the aggregate
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funds available for the purchase of Stock would purchase a number of shares in
excess of the number of shares then available for purchase under the Plan, the
following events shall occur:

(a) The number of shares that would otherwise be purchased by
each Participant shall be proportionately reduced on the Offering Date in order
to eliminate such excess;

(b) The Plan shall automatically terminate immediately after the
Offering Date as of which the supply of available shares is exhausted; and

(c) Any amount remaining in the Stock Purchase Accounts of each
of the Participants shall be repaid to such Participants.

Section 5.02 Anti-Dilution Provisions. The aggregate number of shares of
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Stock reserved for purchase under the Plan, as hereinabove provided, and the
calculation of the Purchase Price per share may (but need not) be adjusted by
the Administrative Committee in any manner in which the Committee, in its
absolute discretion subject only to the approval of the Board of Directors,
deems appropriate to reflect any change in, reclassification of, subdivision of,
combination of, split-up or spin off with respect to, stock dividend on,
exchange of, or other increase or decrease in the number of issued shares of
Stock.

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Section 5.03 Effect of Certain Transactions. Subject to any required
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action by the shareholders, if the Company shall be the surviving or resulting
corporation in any merger or consolidation, any Offering hereunder shall pertain
to and apply to the shares of stock of the Company. However, in the event of a
dissolution or liquidation of the Company, or of a merger or consolidation in
which the Company is not the surviving or resulting corporation, this Plan and
any Offering hereunder shall terminate upon the effective date of such
dissolution, liquidation, merger, or consolidation, and the balance then
standing to the credit of each Participant in his/her Stock Purchase Account
shall be returned to him/her.

ARTICLE VI

MISCELLANEOUS
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Section 6.01 Non-Alienation. The right to purchase shares of Stock under
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this Plan is personal to the Participant, is exercisable only by the Participant
during his/her lifetime except as hereinafter set forth, and may not be assigned
or otherwise transferred by the Participant. Notwithstanding the foregoing,
there shall be delivered to the executor, administrator or other personal
representative of a deceased Participant such shares of Stock and such residual
balance as may remain in the Participant's Stock Purchase Account as of the
Offering Date occurring at the close of the Purchase Period in which the
Participant's death occurs, including shares of Stock purchased by the
Participant and/or withheld from the Participant's compensation.

Section 6.02 Administrative Costs. The Company shall pay all
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administrative expenses associated with the operation of this Plan. No
administrative charges shall be levied against the Stock Purchase Accounts of
the Participants.

Section 6.03 Administrative Committee. The Board of Directors shall
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appoint an Administrative Committee (which may be referred to as the "Stock
Purchase Plan Committee"), which shall have the authority and power to
administer the Plan and to make, adopt, construe, and enforce rules and
regulations not inconsistent with the provisions of the Plan. The Administrative
Committee shall adopt and prescribe the contents of all forms required in
connection with the administration of this Plan, including, but not limited to,
the Purchase Agreement, payroll withholding authorizations, withdrawal
documents, and all other notices required hereunder. The Administrative
Committee's interpretations and decisions in respect of this Plan, the rules and
regulations pursuant to which it is operated, and the rights of Participants
hereunder shall be final and conclusive.

Section 6.04 Amendment of the Plan. The Board of Directors may, at any
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time and from time to time, amend the Plan in any respect, except that no
amendment may

(a) except as provided in Section 5.02 hereof, increase the
number of shares reserved for purposes of this Plan;

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(b) allow any person who is not an Eligible Employee to become a
Participant; or

(c) prior to May 21, 1998 materially increase the benefits
accruing to Participants under the Plan;

without the approval of the shareholders, nor may any amendment provide for (i)
Purchase Periods shorter in duration than one (1) calendar month nor longer in
duration than twelve (12) calendar months (treating as a calendar month any
month commencing an the first day thereof and ending on either the last day
thereof or the last business day thereof) or (ii) overlapping Purchase Periods.

Section 6.05 Expiration and Termination of the Plan. The Plan shall
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continue in effect through May 20, 2008 unless terminated prior thereto
pursuant to the provisions of this Plan or pursuant to action by the Board of
Directors, which shall have the right to terminate the Plan at any time without
prior notice to any Participant. Upon the expiration or termination of this
Plan, the balance, if any, then standing to the credit of each Participant in
his/her Stock Purchase Account shall be refunded to him/her.

Section 6.06 Repurchase of Stock. The Company shall not be required to
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purchase or repurchase from any Participant any of the shares of Stock that the
Participant acquired under this Plan.

Section 6.07 Notice. A Purchase Agreement and any notice that a
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Participant files pursuant to the Plan shall be on the form prescribed by the
Administrative Committee and shall be effective only when received by the
Administrative Committee. Delivery of such forms may be made by hand or by
certified mail, sent postage prepaid, to SEI Investments Company, One Freedom
Valley Drive, Oaks, Pennsylvania 19456, Attention: Stock Purchase Plan
Committee.

Section 6.08 Government Regulation. The Company's obligation to sell and
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to deliver the Stock under the Plan is at all times subject to compliance with
all laws and administrative regulations pertaining to the authorization,
issuance, sale, or delivery of such stock, including state and federal
securities laws and the regulations of any securities exchange, if applicable.

Section 6.09 Headings, Captions, Gender. The headings and captions
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herein are for convenience of reference only and shall not be considered as a
part of the text.

Section 6.10 Severability of Provisions; Prevailing Law The provisions
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of this Plan shall be deemed severable. In the event any such provision is
determined to be unlawful or unenforceable by a court of competent jurisdiction
or by reason of a change in an applicable statute, the Plan shall continue to
exist as though such provisions had never been included therein. This Plan
shall be governed by the laws of the Commonwealth of Pennsylvania, to the extent
such laws are not in conflict with or superseded by federal law.

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