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                               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
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          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
          -----------------------------          ----------------------------
          Assistant Corporate Secretary

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