SEI CORPORATION

CAPITAL ACCUMULATION PLAN

(Formerly the SEI Corporation Savings
and Investment Plan)

As Amended and Restated
Effective as of January 1, 1992
(With Amendments Adopted Through December 31, 1994)

TABLE OF CONTENTS

Article      Subject Matter                                          Page
-------      ----------------                                        ----
     I       Statement of Purpose                                     1
             1.01  Background and Purpose                             1
             1.02  Qualification Under the Internal
                     Revenue Code                                     2
             1.03  Plan Documents                                     2

     II      Definitions                                              3

     III     Participation Eligibility                               14
             3.01  Eligibility to Participate                        14
             3.02  Procedure for and Effect of Admission             14
             3.03  Changes in Status                                 14

     IV      Employer Contributions                                  15
             4.01  Employer Contributions                            15
             4.02  Contingent Nature of Contributions                16
             4.03  Exclusive Benefit; Refund of
                    Contributions                                    16

     V       Participant Contributions                               19
             5.01  Voluntary Participant Contributions               19
             5.02  Effective Date of Voluntary
                     Participant Contributions                       19
             5.03  Change in Voluntary Participant
                     Contribution                                    19
             5.04  Suspension of Voluntary Participant
                     Contributions                                   20
             5.05  Limitations on Voluntary Participant
                   Contributions                                     21
             5.06  Rollover Contributions                            21

     VI      Allocation of Employer Contributions                    22
             6.01  Allocation of Salary Deferral
                     Contributions                                   22
             6.02  Allocation of Matching Contributions              22
             6.03  Allocation of Profit-Sharing
                     Contributions                                   22
             6.04  Entitlement to Share in Allocation                23

     VII     Salary Deferral Elections                               24
             7.01  Salary Deferral Elections                         24
             7.02  Effective Date of Salary Deferral
                     Elections                                       24
             7.03  Change in Salary Deferral
                          Contributions                              24

Article      Subject Matter                                          Page
-------      --------------                                          ----

             7.04  Suspension of Salary Deferral
                     Contributions                                   25
             7.05  Salary Deferral Contribution
                     Limitations                                     25

     VIII    Maximum Limitations on Deferrals,
               Contributions and Allocations                         28
             8.01  Definitions                                       28
             8.02  Annual Additions Limitations                      33
             8.03  Salary Deferral Nondiscrimination
                     Provisions                                      34
             8.04  Limitations on Matching and
                     Participant Voluntary Contributions             35
             8.05  Limitation on Use of Percentage Tests             37

     IX      Investment and Valuation of Trust Fund;
               Maintenance of Accounts                               38
             9.01  Investment of Assets                              38
             9.02  Investment Funds                                  38
             9.03  Investment Direction by Participants              39
             9.04  Individual Accounts                               40
             9.05  Valuations                                        40
             9.06  Adjustment of Individual Accounts                 40
             9.07  Accounts Pending Distribution                     40
             9.08  Treatment of IRA Accounts                         41
             9.09  Special ESOP Distribution and
                       Payment Requirement                           41
             9.10  Put Option Requirements                           42
             9.11  Diversification of Investments                    43
             9.12  Voting Rights or Participants                     44
             9.13  Independent Appraiser                             45
             9.14  Definitions                                       45
             9.15  ESOP Termination                                  45
             9.16  Fiduciary Responsibility                          45

     X       Vesting and Benefit Distributions                       47
             10.01  Vesting                                          47
             10.02  Retirement and Disability Benefits               47
             10.03  Death Benefits                                   47
             10.04  Benefits Upon Termination of
                      Employment                                     47
             10.05  In-Service Distributions                         48
             10.06  Rules and Regulations Regarding In-
                      Service Distributions                          48
             10.07  Hardship Distributions Guidelines                49
             10.08  Beneficiary Designation Right                    52
             10.09  Required Distribution Dates                      53
             10.10  Domestic Relations Orders                        53

Article      Subject Matter                                          Page
-------      --------------                                          ----
     XI      Methods and Timing of Benefit Distributions             56
             11.01  Form of Benefit Distribution                     56
             11.02  Alternate Modes of Distribution                  56
             11.03  Waiver of QJSA                                   57
             11.04  Post Distribution Credits                        58
             11.05  Time and Manner of Election                      58
             11.06  Acceleration of Deferred Payments                58
             11.07  Trustee-to-Trustee Transfers                     58

     XII     Loans to Participants                                   61
             12.01  In General                                       61
             12.02  Participant Loans as Trust Fund
                      Investments                                    62

     XIII    Provisions Relating to Top-Heavy Plans                  64
             13.01  Definitions                                      64
             13.02  Determination of Top-Heavy Status                67
             13.03  Determination of Super Top-Heavy
                      Status                                         68
             13.04  Safe Harbor Minimum Benefit
                      Provisions                                     68
             13.05  Top-Heavy Plan Minimum Allocation                69

     XIV     Trustee                                                 71
             14.01  Trustee                                          71

     XV      Plan Administrator                                      72
             15.01  Designation and Acceptance                       72
             15.02  Duties and Responsibilities                      72
             15.03  Expenses and Compensation                        72
             15.04  Information From Employer                        73
             15.05  Multiple Signatures                              73
             15.06  Resignation and Removal
                      Appointment of Successors                      73
             15.07  Investment Manager                               74
             15.08  Delegation of Duties                             74
             15.09  Claims Procedures                                74

     XVI     Allocation and Delegation of Authority                  76
             16.01  Authority and Responsibilities of
                      Company                                        76
             16.02  Authority and Responsibilities of
                      the Plan Administrator                         76
             16.03  Authority and Responsibilities of
                      the Trustee                                    76
             16.04  Limitations on Obligations of
                      Named Fiduciaries                              76

Article      Subject Matter                                          Page
-------      --------------                                          ----
   XVII      Amendment and Termination                               78
             17.01  Amendment                                        78
             17.02  Plan Termination                                 78
             17.03  Complete Discontinuance of
                      Contributions                                  79
             17.04  Suspension of Contributions                      79
             17.05  Merger and Consolidations of Plans               80

  XVIII      Miscellaneous Provisions                                81
             18.01  Nonalienation of Benefits                        81
             18.02  No Contract of Employment                        81
             18.03  Indemnification                                  82
             18.04  Severability of Provisions                       82
             18.05  Heirs, Assigns and Personal
                      Representatives                                82
             18.06  Headings and Captions                            82
             18.07  Gender and Number                                82
             18.08  Controlling Law                                  82
             18.09  Title to Assets                                  82
             18.10  Plan Expenses                                    82
             18.11  Payments to Minors, Etc.                         83
             18.12  Reliance on Data and Consents                    83
             18.13  Lost Payees                                      83

ARTICLE I

Effective as of January 1, 1985, the SEI Profit Sharing Plan was merged with and into this Plan. Effective as of April 1, 1988, the assets and liabilities of the SEI Corporation Tax Credit Employee Stock Ownership Plan (the "ESOP") in the form of the participant account balances thereunder were transferred directly to this Plan. Effective as of January 1, 1989, the Plan has been amended and restated in the form set forth herein (i) to liberalize the eligibility requirements for Company matching contributions, (ii) to offer additional investment options, (iii) to reflect the merger of the ESOP, and (iv) to comply with the requirements of the Tax Reform Act of 1986 and other recent changes in the law. The Plan as so amended and restated has been renamed the "SEI Corporation Capital Accumulation Plan."

Effective as of January 1, 1990, the National FSI, Inc. 401(k) Savings Plan (the "FSI Plan") is being merged into the Plan. Employees of SEI Corporation who were formerly employees of National FSI, Inc., and who were participants in or eligible to participate in the FSI Plan immediately prior to the date of the merger, shall automatically become Participants in the Plan as of such date. Employees of SEI Corporation shall receive credit for all service with National FSI, Inc. for purposes of eligibility to participate in this Plan. Salary Deferral Contributions made to the FSI Plan shall be allocated to a Participant's Salary Deferral Account, Direct Employer Contributions made to the FSI Plan shall be allocated to a Participant's Matching Contribution Account and Non-Deductible Voluntary Contributions made to the FSI Plan shall be allocated to a Participant's Voluntary Contribution Account under this Plan.

In accordance with the provisions of Section 17.02, the Plan was amended, effective as of April 1, 1993, to terminate the ESOP which was maintained as a separate and distinct portion of the Plan since it was merged with and into the Plan on April 1, 1988. Upon termination of the ESOP and at the election of ESOP participants, ESOP accounts were (a) distributed in cash or Company Stock or (b) directly transferred, in cash, to the remaining portion of the Plan and invested at the direction of the participant in accordance with Article IX herein.

Effective as of January 1, 1994, except to the extent designated otherwise, the Plan was amended to (i) reduce the two-year service requirement for eligibility to receive an allocation of a profit-sharing contribution to a one- year service requirement, (ii) to clarify that profit-sharing contributions may be designated as qualified non-elective contributions, as necessary to meet the requirements of section 401(k)(3)(A) of the Code and may be allocated only to non-highly compensated employees in such case and (iii) to eliminate the spousal consent requirement to the extent possible for purposes of an in-service withdrawal, hardship withdrawals or Plan loan.

Effective as of January 1, 1992, except to the extent designated otherwise, the Plan has been amended and restated in the form set forth herein (i) to eliminate a participant's right to make after-tax contributions to the Plan as of January 1, 1995 and (ii) to comply with applicable requirements of the Omnibus Budget Reconciliation Act of 1993 and other recent changes in the law.

in the corresponding Trust Agreement (or documents establishing any other funding vehicle for the Plan), and any amendments, supplements, appendices and riders to any of the foregoing. The benefits of participants who separated from service with the Company prior to January 1, 1989 shall, unless otherwise specified herein, be determined under the terms of the Plan as in effect at the time of such separation from service. Descriptive material relating to the Plan shall not be considered a part of the Plan, and in the event of any conflict between such descriptive material and the Plan, the text of the Plan shall govern.

ARTICLE II

Sec. 2.01 "Account" shall mean the entire interest of a Participant in the Plan. A Participant's Account shall consist of one or more separate accounts reflecting the various types of contributions permitted under the Plan, as hereinafter provided.

Sec. 2.02 "Adoption Agreement" means the document by which an Affiliated Company or any other entity, with the consent of the Board of Directors, adopts the Plan, joins in the Trust Agreement under the Plan, consents to the administration of the Plan, and becomes an "Employer" hereunder. Each executed Adoption Agreement is an integral part of the Plan.

Sec. 2.03 "Affiliated Company" shall mean any entity which, with the Company, constitutes (i) a controlled group of corporations" within the meaning of section 414(b) of the Code, (ii) a "group of trades or businesses under common control" within the meaning of section 414(c) of the Code, or (iii) an "affiliated service group" within the meaning of section 414(m) of the Code. An entity shall be considered an Affiliated Company only with respect to such period as the relationship described in the preceding sentence exists. When the term "Affiliated Company" is used in Sections 8.01(c), (g), and (h) and Section 8.02, sections 414(b) and (c) of the Code shall be deemed modified by application of the provisions of section 415(h) of the Code, which substitutes the phrase "more than 50 percent" for the phrase "at least 80 percent" in section 1563(a)(1) of the Code, which is then incorporated by reference in section 414(b).

Sec. 2.04 "Beneficiary" shall mean the person or entity designated or otherwise determined to be such in accordance with Section 10.08.

Sec. 2.05 "Benefit Commencement Date" shall mean the date on which there is distributed to the Participant (or to the Beneficiary of a deceased Participant) the entire amount standing to his credit under the Plan, or, if distribution is to be made in more than one payment, the date on which the first such benefit payment is made to the Participant (or to the Beneficiary of a deceased Participant).

     Sec. 2.06  "Board of Directors" shall mean the board of directors of the
Company.

                                    Page 4

                                                                 SEI CORPORATION
                                                       CAPITAL ACCUMULATION PLAN
                                                       -------------------------

     Sec. 2.07  "Code" shall mean the Internal Revenue Code of 1986, as the same

may be amended from time to time, and any successor statute of similar purpose.

Sec. 2.08 "Company" shall mean SEI Corporation, a Pennsylvania corporation, and any successor thereto that adopts the Plan.

     Sec. 2.09  "Company Stock" shall mean the common capital stock of the
Company.

     Sec. 2.10  "Compensation" shall mean the total remuneration paid by the

Sec. 2.11 "Early Retirement Date" shall mean the date of a Participant's retirement from employment with the Employer or an

Affiliated Company after his attainment of age 55, but prior to his Normal Retirement Date.

Sec. 2.12 "Effective Date" shall mean January 1, 1983.

Sec. 2.13 "Election Date" shall mean the last business day of each calendar quarter and such other time or times as the Plan Administrator shall determine.

Sec. 2.14 "Employee" shall mean each person in the employ of an Employer, other than (i) any person in a category of employees excluded from coverage under the Plan by the terms of any Adoption Agreement, (ii) any person whose terms and conditions of employment are determined through collective bargaining with a third party if the issue of retirement benefits has been a bona fide subject of collective bargaining, unless the collective bargaining agreement provides for the eligibility of such person to participate in this Plan, (iii) any person who, as to the United States, is a non-resident alien with no U.S. source income from the Employer, and (iv) effective January 1, 1992, any personnel dedicated to the sale of fund products through wholesale, retail or franchise distribution channels for a single bank or other financial institution.

Sec. 2.15 "Employer" shall mean the Company and any Affiliated Company or other entity which, with the consent of the Board of Directors, adopts this Plan and joins in the corresponding Trust Agreement.

Sec. 2.16 "Employment Commencement Date" shall mean, with respect to any individual, the first date on which that individual performs an Hour of Service in the employ of an Employer, or an Affiliated Company, whether or not such service was performed as an Employee.

Sec. 2.17 "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended.

Sec. 2.18 "ESOP Account" shall mean the Account attributable to the amounts transferred to the Plan from the ESOP in respect of such Participant and representing such Participant's account under the ESOP. As of April 1, 1993 the ESOP portion of the Plan was terminated.

Sec. 2.19 "Excused Absence" means any of the following:

(a) absence on leave granted by an Employer for any cause for the period stated in such leave or, if no period is

stated, then for six (6) months and any extensions that the Employer may grant in writing; provided that the Employer gives similar treatment to all Employees in similar circumstances;

(b) absence in any circumstance so long as the Employee continues to receive his regular compensation from the Employer, but in no event after the employment relationship between the Employer and Employee is severed;

(c) absence in the armed forces of the United States or government service in time of war or national emergency; or

(d) absence by reason of illness or disability until such time as the employment relationship between Employer and the Employee is severed.

An "Excused Absence" shall cease to be an "Excused Absence" and shall be deemed a Break in Service as of the later of (1) or (2), where

(1) is the first day of such absence if the Employee fails to return to the service of the Employer (A) within five (5) days of the expiration of any leave of absence referred to in Subsection (a) above; (B) at such time as the payment of regular compensation referred to in Subsection (b) above is discontinued; (C) within six (6) months after his discharge or release from active duty, or, if the Employee does not return to the service of the Employer within the said six (6) month period by reason of a disability incurred while in the armed forces, if he returns to service with the Employer upon the termination of such disability as evidenced by release from confinement in a military or veterans health care facility; or (D) upon recovery from illness or disability referred to in Subsection (a); and

(2) is the first day of the first Plan Year in which the Employee fails to complete more than five hundred (500) Hours of Service.

The Employer, with the assistance of any medical consultants that it may retain, shall be the sole judge of whether or not recovery from illness or disability has occurred for purposes of (1) above.

Sec. 2.20 "Hour of Service" shall be defined in a manner consistent with regulations published by the Secretary of Labor

at Title 29, Code of Federal Regulations, section 2530.200b-2, and shall mean
(a) each hour for which an employee is paid or entitled to payment for the performance of duties for the Employer or an Affiliated Company during the Plan Year, (b) each hour for which an employee is paid or entitled to payment by the Employer or an Affiliated Company on account of a period of time during which no duties are performed (irrespective of whether or not the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury or military duty, or leave of absence, and (c) each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer or an Affiliated Company. Hours of Service shall be credited to the Plan Year in which earned, regardless of when determined or awarded. Notwithstanding the foregoing, except as provided in the following sentence, (i) not more than five hundred one (501) Hours of Service shall be credited to an employee on account of any single continuous period during which the employee performs no duties for the Employer or an Affiliated Company; (ii) no credit shall be granted for any period with respect to which an employee receives payment or is entitled to payment under a plan maintained solely for the purpose of complying with applicable workmen's compensation or disability insurance laws; and (iii) no credit shall be granted for a payment which solely reimburses an employee for medical or medically related expenses incurred by the employee. Each week of absence for military service in the armed forces of the United States from which service the employee returns to the Employer or an Affiliated Company within the period during which he has legally protected reemployment rights shall count as a number of Hours of Service equal to the number of Hours of Service that would have been credited to the employee with respect to the employee's customary week of employment during the month immediately preceding the date on which absence for military service commenced. Service rendered at overtime or other premium rates shall be credited at the rate of one (1) Hour of Service for each hour for which pay is earned, regardless of the rate of compensation in effect with respect to such hour.

For the purposes of this Section, the term "employee" means any person with whom the Employer or an Affiliated Company maintains an employer-employee relationship under general principles of law, or under the provisions of section 414(n) of the Code if section 414(n)(5) does not apply to negate the applicability of section 414(n).

Sec. 2.21 "Investment Fund" shall mean any of the funds established pursuant to Section 9.01 for the investment of the assets of the Trust Fund.

Sec. 2.22 "Investment Manager" shall mean any fiduciary (other than the Trustee or Named Fiduciary) who has the power to manage, acquire, or dispose of any asset of the Plan and who has qualified as an "investment manager" within the meaning of section 3(38) of ERISA.

Sec. 2.23 "IRA Account" shall mean the Account as consists of amounts attributable to IRA contributions made to the Plan on or before December 3, 1986 including all earnings and accretions attributable thereto and reduced by all losses and expenses attributable and reduced by all losses and expenses and by all withdrawals and distributions therefrom.

Sec. 2.24 "Matching Contribution" shall mean an Employer contribution made pursuant to Section 4.01(b).

Sec. 2.25 "Matching Contribution Account" shall mean so much of a Participant's Account as consists of amounts attributable to Employer Matching Contributions allocated to such Participant's Account, including all earnings and accretions attributable thereto and reduced by all losses and expenses attributable thereto and by all withdrawals and distributions therefrom.

Sec. 2.26 "Named Fiduciary" shall mean the Company, the Trustee, the Plan Administrator (if other than the Company) and the Named Appeals Fiduciary. Each Named Fiduciary shall have only those particular powers, duties, responsibilities and obligations as are specifically delegated to him under the Plan or the Trust Agreement. Any fiduciary, if so appointed, may serve in more than one fiduciary capacity.

Sec. 2.27 "Normal Retirement Age" shall mean a Participant's sixty-fifth 65th birthday or, if later, the date such Participant has completed 5 years of Service.

Sec. 2.28 "Normal Retirement Date" shall mean the first day of the month coinciding with or next following a Participant's retirement with the Employer or an Affiliated Company on or after the attainment of age 65 and the completion of 5 Years of Service.

Sec. 2.29 "Participant" shall mean any person who has been or who is an Employee and who has been admitted to participation

in the Plan pursuant to the provisions of Article III. The term "Participant" shall include Active Participants (those who are currently eligible to share in Employer contributions to the Plan), Inactive Participants (those employees of the Employer or an Affiliated Company who previously were Active Participants but currently are not because they are no longer employed in an "Employee" status), Retired Participants (those former Employees presently receiving benefits under the Plan, and Vested Participants those former Active or Inactive Participants or Employees, other than Retired Participants, who have a vested interest under the Plan).

Sec. 2.30 "Plan" shall mean the SEI Corporation Capital Accumulation Plan as set forth herein, and as the same may from time to time hereafter be amended.

Sec. 2.31 "Plan Administrator" shall mean the person or committee named as such pursuant to the provisions of Article XV or, in the absence of any such appointment, the Company.

Sec. 2.32 "Plan Year" shall mean the calendar year.

Sec. 2.33 "Profit-Sharing Account" shall mean so much of a Participant's Account as consists of amounts contributed to the Plan by the Employer pursuant to the provisions of Section 4.01(c) and allocated to the Account of the Participant pursuant to the provisions Section 6.03, including all earnings and accretions attributable thereto, and reduced by all losses and expenses attributable thereto and by all withdrawals and distributions therefrom.

Sec. 2.34 "Profit-Sharing Contribution" shall mean an employer contribution made pursuant to Section 4.01(c) and designated as such.

Sec. 2.35 "Restatement Date" shall mean January 1, 1989.

Sec. 2.36 "Salary Deferral Account" shall mean so much of a Participant's Account as consists of amounts contributed to the Plan by the Employer pursuant to the provisions of Section 4.01(a) and allocated to the Account of the Participant pursuant to the provisions of Section 6.01, including all earnings and accretions attributable thereto, and reduced by all losses and expenses attributable thereto and by all withdrawals and distributions therefrom.

Sec. 2.37 "Salary Deferral Contributions" shall mean the portion of a Participant's Compensation which is reduced in

accordance with Section 7.01 and with respect to which a corresponding contribution is made to the Plan by the Employer pursuant to Section 4.01(a).

Sec. 2.38 "Spouse" shall mean (a) the person to whom the Participant was married on his Benefit Commencement Date, or (b) if the Participant's Benefit Commencement Date had not occurred at the time of his death, the person to whom the Participant was married at the time of his death. When the word "spouse" is used without an initial capital letter in the Plan, it shall mean the person to whom the Participant was married or is married as of the date of reference.

Sec. 2.39 "Statutory Compensation" shall mean, as to any year or other period of reference, (i) for purposes of Section 8.02 and Article XIII and the defined terms used therein, the amount of the Participant's remuneration that qualifies as compensation within the meaning of section 415(c)(3) of the Code, as amplified by Treas. Reg. 1.415-2(d), (ii) for purposes of Section 8.01 and the defined terms used therein (other than "Highly Compensated Employee"), the Participant's remuneration that qualifies as compensation within the meaning of section 414(s) of the Code, including the amount of any Salary Deferral Contributions made hereunder, and (iii) for purposes of defining Highly Compensated Employee, the same as in (i) above as modified by section 414(q)(7) of the Code. With respect to any Plan Year after 1988, only the first $200,000 ($150,000, effective as of January 1, 1994), or such other amount as may be applicable under section 401(a)(17) of the Code and the regulations thereunder, of the amount otherwise described in (i) and (ii) of the preceding sentence shall be counted, except that this limitation shall not apply for purposes of
Section 8.02. In determining Statutory Compensation for purposes of the limitation, the rules of section 414(q)(6) of the Code shall apply, except that in applying such rules, the term "family" shall include only the spouse of the Employee and any lineal descendants who have not attained age 19 before the close of the Plan Year. If, as a result of the application of the rules of section 414(q)(6) of the Code, the limitation is exceeded, then the limitation shall be pro rated among the affected family members in proportion to each such member's Statutory Compensation as determined under this Section prior to the application of this limitation.

Sec. 2.40 "Total Disability" shall mean a physical or mental disability by reason of which the Participant shall be totally and permanently unable to engage in any substantial gainful occupation; provided that a physician satisfactory to the Participant's Employer has certified as to such disability and

the Participant is eligible for and receiving disability benefits under the Social Security Act.

Sec. 2.41 "Trust Fund" shall mean all of the assets of the Plan held by the Trustee under the Trust Agreement.

Sec. 2.42 "Trust Agreement" shall mean the SEI Corporation Capital Accumulation Plan Trust Agreement as the same is presently constituted, as it may hereafter be amended, and such additional and successor trust agreements or other instruments as may be executed for purposes of providing a vehicle for investment of the assets of the Plan.

Sec. 2.43 "Trustee" shall mean the party or parties so designated pursuant to the Trust Agreement and each of their respective successors.

Sec. 2.44 "Valuation Date" shall mean the last day of the Plan Year and each other interim date during the Plan Year on which the Plan Administrator determines a valuation of the Trust Fund shall be made.

Sec. 2.45 "Voluntary Participant Contribution" shall mean a contribution made to the Plan by a Participant pursuant to Section 5.01.

Sec. 2.46 "Voluntary Participant Contribution Account" shall mean so much of a Participant's Account as consists of amounts attributable to the Participant's Voluntary Contributions, including all earnings and accretions attributable thereto and by all withdrawals and distributions therefrom.

Sec. 2.47 "Year of Service" shall mean any Plan Year during which the Employee completes one thousand (1,000) or more Hours of Service with the Employer, with an Affiliated Company, or with both in combination. The following additional rules shall apply in calculating Years of Service under this Plan:

(a) Service credited to an Employee under any predecessor of the Plan maintained by the Company, an Affiliated Company or any predecessor thereto shall count towards Years of Service under this Plan.

(b) Service completed in the employ of the Employer or of an Affiliated Company other than as an Employee shall be deemed service completed as an Employee for the purposes of this Plan.

(c) Service with any Affiliated Company prior to the time such entity becomes an "Affiliated Company" within the meaning of Section 2.03 shall not be counted unless otherwise determined by the Board of Directors.

(d) For the purposes of this Section, a person shall be designated a "leased employee" and shall be treated as an employee of an Affiliated Company (or, if the Employer elects to admit such person to participation under the Plan, then as an employee of the Employer for the period during which such participation is as an Active Participant) if (i) the person is, as to the Employer or Affiliated Company for whom he performs services, neither an independent contractor nor an "employee" within the common law meaning of that term, (ii) the services of the subject person are provided pursuant to an agreement between the Employer or an Affiliated Company and any other person,
(iii) such person has performed such services for the Employer or for persons who are, as to the Employer, related persons (within the meaning of section 144(a)(3) of the Code) on a substantially full-time basis for a period of at least one (1) year, (iv) the services performed by such person are of a type historically performed in the business field of the Employer or Affiliated Company, (v) more than twenty percent (20%) of the "nonhighly compensated work force" within the meaning of section 414(h)(5)(C) of the Code of the Employer and Affiliated Companies are leased employees within the meaning of this subparagraph (e), but determined without regard to clause (vi) hereof, and (vi) the leasing organization which is the lessor of the services of the subject person does not sponsor a qualified money purchase pension plan providing for
(A) immediate participation and full and immediate vesting for such person, (B) a nonintegrated employer contribution rate of at least ten percent (10%) of such person's compensation, and (C) each employee of the leasing organization (other than employees who perform substantially all their services for the leasing organization) immediately participates in such plan. Subclause (C) shall not apply to any individual whose compensation within the meaning of section 414(h)(5)(C) of the Code from the leasing organization in each plan year during the four-year period ending with the Plan Year is less than one thousand dollars $1,000. Unless the Employer elects to admit a "leased employee" to Active Participant status under the Plan, and then only for the period during which such person is deemed an Active Participant, such "leased employee" shall not be considered an Employee, as defined in the Plan.

ARTICLE III

Sec. 4.01  Employer Contributions.
           ----------------------

     (a)  Salary Deferral Contributions.  The Employer shall contribute to
          -----------------------------

the Plan, with respect to each Plan Year, an amount equal to the aggregate Salary Deferral Contributions of its Employees for such Plan Year, as determined pursuant to Salary Deferral elections in force pursuant to Article VII.

(1) To the extent practicable, contributions made pursuant to
Section 4.01(a) shall be made at least monthly and shall not be made later than the date referred to in paragraph (2) below, provided, however, that no Salary Deferral Contribution shall be held by the Employer without contributing the same to the Plan for a period longer than (i) sixty (60) days, or, (ii) if shorter, the longest period that is permissible under regulations published under section 401(k) of the Code, and, in any event, amounts contributed pursuant to Section 4.01(a) with respect to any Plan Year shall be deemed credited to the Participant's Salary Deferral Account not later than the last day of such Plan Year.

(2) All contributions made pursuant to this Section 4.01 shall be made not later than the date established for the filing of the Employer's federal income tax return for the fiscal year of the Employer ending with or within the Plan Year for which the contribution is made (including any extensions of such filing date).

In the event that any refund is paid to the Employer hereunder, such refund shall be made without interest and shall be deducted from among the Accounts of the Participants. To the extent that the amount of the refund can be identified to one or more specific Participants and Accounts of such Participants, it shall be deducted directly from each such Account in the amount identifiable thereto. To the extent any such refund is attributable to Salary Deferral Contributions such refund, upon receipt by the Employer, shall be promptly paid over (net of such taxes as must be withheld by law) to the Participant from whose Account such amount was returned (or to the Participant's Beneficiary in the case of the death of the Participant).

Notwithstanding any other provision of this Section, no refund shall be made to the Employer which is specifically chargeable to an Account of any Participant in excess of one hundred percent (100%) of the amount in such Account nor shall a refund be made by the Trustee of any funds, otherwise subject to refund hereunder, which have been distributed to Participants, or Beneficiaries. In the case that such distributions become refundable, the Employer shall have a claim directly against the distributees to the extent of the refund to which it is entitled.

All refunds pursuant to this Section shall be limited in amount, circumstance and timing to the provisions of section 403(c) of ERISA, and no such refund shall be made if, solely on account of such refund, the Plan would cease to be a qualified plan pursuant to section 401(a) of the Code.

ARTICLE V

ending after any Election Date, by filing a new Voluntary Participant Contribution election with the Plan Administrator at such time in advance as the Plan Administrator may prescribe. Notwithstanding the foregoing, effective as of April 1, 1993, a Participant may change the rate of his payroll deduction Voluntary Participant Contributions, within the limitations set forth in Section 5.01, effective as of the first payroll period beginning after the first day of any month, by filing a new Voluntary Participant Contribution election with the Plan Administrator at such time in advance as the Plan Administrator may prescribe.

(a) A Participant may voluntarily suspend his Voluntary Participant Contribution election, effective as of the end of any payroll period by filing a written notice with the Plan Administrator at such time in advance and on such forms as the Plan Administrator shall prescribe for such purpose. A Participant whose Voluntary Participant Contributions are suspended hereunder may recommence Voluntary Participant Contributions, effective as of the first payroll period ending after any Election Date by filing a new Voluntary Participant Contribution election in accordance with the procedures outlined above.

(b) A Participant shall have his Voluntary Participant Contribution election automatically suspended for any period during which the Participant is on Excused Absence and during which he is not receiving Compensation from his Employer. Such a Participant shall have his Voluntary Participant Contribution election automatically reinstated, and deductions from his Compensation pursuant thereto shall resume, upon his return from such Excused Absence.

Sec. 5.05  Limitations on Voluntary Participant Contributions.
           --------------------------------------------------

     (a)  Tentative Voluntary Participant Contribution Amounts.  The
          ----------------------------------------------------

Voluntary Participant Contribution amounts set forth in any election to make such contributions shall be tentative and shall become final only after the Employer or the Plan Administrator has made such adjustments thereto as they (or either of them) deem necessary to meet the requirements of Section 8.04.

ARTICLE VI

(a) There shall be directly and promptly allocated to the Matching Contribution Account of each Participant the Matching Contribution contributed by the Employer to the Plan pursuant to Section 4.01(b) on behalf of such Participant.

(b) If the allocation of a Matching Contribution to Participant Matching Contribution Accounts exceeds the maximum amount permissible pursuant to Section 8.04 for any Plan Year (after giving effect to Section 5.05) then, prior to the close of the following Plan Year, such excess amounts (and to the extent required any income allocable thereto) shall, in accordance with procedures to be developed by the Plan Administrator, which procedures shall be consistent with the requirements of section 401(m)(6) of the Code, be distributed to the Highly Compensated Employees (as defined in Section 8.01(i)), any other provision of the Plan to the contrary notwithstanding.

(a) Subject to Section 6.03(b), any Profit-Sharing Contribution made pursuant to Section 4.01(c) shall be allocated to the Profit-Sharing Account of each Active Participant who has met the service requirements for eligibility for Matching Contributions, as set forth in Section 4.01(b), in an amount determined by multiplying the amount of the Profit-Sharing Contribution by a fraction, the numerator of which is the Compensation of the Participant for such Plan Year and the denominator of which is the aggregate Compensation of all Active Participants for that Plan Year.

(b) Notwithstanding the foregoing, any Profit-Sharing Contribution that has been designated by the Board of Directors as a qualified nonelective contribution (as defined in section

401(m)(4)(C) of the Code) shall be allocated only among the Profit-Sharing Accounts of Active Participants who are not Highly Compensated Employees and who are otherwise eligible to receive such an allocation.

(c) Effective January 1, 1994, subject to Section 6.03(b), any Profit-Sharing Contribution made pursuant to Section 4.01(c) shall be allocated to the Profit-Sharing Account of each Active Participant who has completed 1,000 Hours of Service and met the requirements of Section 6.04(b).

(a) A Participant shall be an Active Participant for the purposes of
Section 6.02, and shall be entitled to share in the allocation of any Profit- Sharing Contribution for a specific Plan Year only if he did at least one of the following during that Plan Year:

(1) remained in the employ of the Employer or of an Affiliated Company, and was performing services for the Employer or Affiliated Company, through the end of the Plan Year as of which such contribution is to be allocated to the Accounts of Participants;

(2) retired (at or after Normal Retirement Date), experienced Total Disability or died while in service, during the Plan Year; or

(3) was on an Excused Absence at the end of the Plan Year.

(b) Effective January 1, 1994, subject to Section 6.03(b), a Participant shall be considered an Active Participant entitled to receive an allocation of Profit-Sharing Contributions only if in addition to satisfying the respective service requirement set forth in Section 6.03(c), the Participant satisfied at least one of the requirements set forth in Section 6.04(a)(1), (2) or (3) for any applicable Plan Year.

ARTICLE VII

Plan Administrator at such time in advance as the Plan Administrator may prescribe. Notwithstanding the foregoing, effective as of April 1, 1993, a Participant may change the rate of his Salary Deferral Contributions, within the limits prescribed by Section 7.01 and 7.05, effective as of the first payroll period beginning after the first day of any month, by filing a new Salary Deferral election with the Plan Administrator at such time in advance as the Plan Administrator may prescribe.

Sec. 7.04  Suspension of Salary Deferral Contributions.
           -------------------------------------------

     (a)  Voluntary Suspension.  A Participant may voluntarily suspend his
          --------------------

Salary Deferral election, effective as of the end of any payroll period by filing a written notice with the Plan Administrator at such time in advance and on such forms as the Plan Administrator shall prescribe for such purpose. A Participant whose Salary Deferral Contributions are suspended hereunder may recommence Salary Deferral Contributions, effective as of any Election Date, by filing a new Salary Deferral election in accordance with the procedures outlined above.

Sec. 7.05  Salary Deferral Contribution Limitations.
           ----------------------------------------

     (a)  Tentative Salary Deferral Contributions.  The Salary Deferral
          ---------------------------------------

Contributions set forth in any Salary Deferral election shall be tentative and shall become final only after the Employer or the Plan Administrator has made such adjustments thereto as they (or either of them) deem necessary to maintain the qualified status of this Plan and to satisfy all requirements of section 401(k) of the Code.

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) 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. 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.

Code (whether or not maintained by the Employer or an Affiliated Company) exceed the limit imposed by section 402(g) of the Code for the calendar year in which the deferrals occurred, the Plan Administrator shall notwithstanding any other provision of the Plan distribute, by April 15 of the following calendar year, the amount of Salary Deferral Contributions specified in the Participant's claim, plus income thereon. The Participant's claim shall be in writing and shall be submitted to the Plan Administrator no later than the March 1 following the calendar year in which such deferrals occurred. Notwithstanding anything in this Section 7.05(d) to the contrary, a Participant shall be deemed to have made a claim for distribution of excess Salary Deferral Contributions from the Plan to the extent that his Salary Deferral Contributions together with his elective deferrals under any other plan or arrangement maintained by the Employer or an Affiliated Company exceed the limit imposed by section 402(g) of the Code for the calendar year. 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.

ARTICLE VIII

(a) "Actual Deferral Percentage" shall mean the ratio (expressed as a percentage) of Salary Deferral Contributions (excluding any Salary Deferral Contributions that are (1) taken into account in determining the Contribution Percentage described in Section 8.01(f), (2) distributed to an Employee who is not a Highly Compensated Employee pursuant to a deemed claim for distribution under Section 7.05(d), or (3) returned to the Participant under Section 8.02), Profit Sharing Contributions and, at the election of the Employer, Matching Contributions, made on behalf of the Employee for the Plan Year to the Employee's Statutory Compensation for the Plan Year. The Actual Deferral Percentage of a Highly Compensated Employee who is a Participant under this Plan and who has made elective deferrals under any other qualified cash or deferred arrangement maintained by the Employer or an Affiliated Company pursuant to section 401(k) of the Code shall be the sum of his deferral percentages under all such plans (excluding plans that are not permitted to be aggregated under Treas. Reg. (S)1.401(k)-1(b)(3)(ii)(B)).

(b) "Anniversary Date" shall mean the first day of the Plan Year.

(c) "Annual Addition" shall mean, for any Limitation Year, the sum of:

(1) Employer contributions (including Matching Contributions and Salary Deferral Contributions other than Salary Deferral Contributions distributed under Section 7.05(d)) allocated to the Participant's Account;

(2) Participant Contributions (including Voluntary Participant Contributions) allocated to the Participant's Account;

(3) forfeitures reallocable to the Participant's Account; and

(4) amounts described in section 415(l)(1) (relating to contributions allocated to individual medical

accounts which are part of a pension or annuity plan) and 419A(d)(2) (relating to post-retirement medical or life insurance benefit accounts for Key Employees) of the Code.

For the purposes of this Section 8.01(c)(4), contributions to any qualified defined contribution plan sponsored by the Employer or by an Affiliated Company, and any forfeitures reallocated under any such plan, shall be considered to be contributions or reallocable forfeitures, as the case may be, under the Plan. Anything contained in this Section to the contrary notwithstanding, a Participant's contributions pursuant to Section 5.05 (restoration contributions) or like contribution to any plan aggregated with the Plan under the preceding sentence, or any contribution received by this Plan or any such other plan that represents a rollover of a distribution received from another plan shall not be considered a Participant contribution for the purposes of this Section.

(d) "Average Actual Deferral Percentage" shall mean the average (expressed as a percentage) of the Actual Deferral Percentages of Employees in a specified group.

(e) "Average Contribution Percentage" shall mean the average (expressed as a percentage) of the Contribution Percentages of Employees in a group.

(f) "Contribution Percentage" shall mean the ratio (expressed as a percentage) of the sum of Company Matching Contributions to the extent such contributions constitute a matching contribution within the meaning of section 401(m)(4)(A) of the Code, and Voluntary Participant Contributions on behalf of the Employee for the Plan Year to the Employee's Statutory Compensation for the Plan Year. For purposes of determining the Contribution Percentage, the Employer or the Plan Administrator may take into account, in accordance with Treasury regulations, Salary Deferral Contributions but only to the extent necessary to satisfy the Average Contribution Percentage test, and only to the extent that the Plan continues to satisfy the Average Actual Deferral Percentage test without taking such Contributions into account.

(g) "Defined Benefit Fraction" shall be a fraction,

(1) the numerator of which is the sum of the projected annual benefits of the Participant under all defined benefit pension plans qualified under section 401(a) of the Code and sponsored by the Company and all

Affiliated Companies (as of the close of the Limitation Year), and

(2) the denominator of which is the lesser of (1) 1.25 multiplied by the dollar limitation in effect under section 415(b)(1)(A) of the Code as to such Limitation Year, or (2) the product of (i) 1.4, multiplied by (ii) the amount which may be taken into account under subsection 415(b)(1)(B) of the Code with respect to such individual under the Plan for such Limitation Year.

(3) If the Plan is a Super Top-Heavy Plan, or if the Plan is a Top-Heavy Plan (but not a Super Top-Heavy Plan) and fails to meet the safe harbor rules in Section 13.04 of the Plan, "1.0" shall be substituted for "1.25" in Subsection (b) of this Section.

(h) "Defined Contribution Fraction" shall be a fraction,

(1) the numerator of which is the sum of the Annual Additions to the Participant's Account as of the close of the Limitation Period of reference, treating as an Annual Addition under the Plan all amounts which satisfy the definition of Annual Addition hereunder but which were accumulated under any other defined contribution plan qualified under section 401(a) of the Code and sponsored by the Company or any Affiliated Company, and

(2) the denominator of which is the sum of the denominator increments (as of the close of the Limitation Year) for all of the Participant's years of service with the Company or any Affiliated Company, where the denominator increment for each such year of service is the lesser of (1) the product determined by multiplying 1.25 by the dollar limitation in effect under section 415(c)(1)(A) of the Code for such year of service (determined without regard to subsection 415(c)(6) of the Code), or (2) the product determined by multiplying 1.4 by the amount which may be taken into account under subsection 415(c)(1)(B) of the Code (or subsections 415(c)(7), if applicable) with respect to such individual for such year.

(3) If the Plan is a Super Top-Heavy Plan, or if the Plan is a Top-Heavy Plan (but not a Super Top-Heavy Plan) and fails to meet the safe harbor rules in Section 13.04 of the Plan, "1.0" shall be substituted for "1.25" in Subsection (b) of this Section.

(i) "Highly Compensated Employee" shall be defined in a manner consistent with section 414(q) of the Code and the regulations promulgated thereunder and shall mean as follows:

(1) The term "Highly Compensated Employee" generally means any employee who, during the Plan Year or the preceding Plan Year:

(A) was at any time a Five-percent Owner;

(B) received Statutory Compensation from the Employer or an Affiliated Company in excess of $75,000;

(C) received Statutory Compensation from the Employer or an Affiliated Company in excess of $50,000 and was in the top-paid group of employees for such Plan Year; or

(D) was at any time an officer and received Statutory Compensation greater than 50 percent of the amount in effect under section 415(b)(1)(A) of the Code for such Plan Year.

(2) In the case of the Plan Year for which the relevant determination is being made, an employee not described in paragraph (B), (C), or (D) of Subsection (1) for the preceding Plan Year (without regard to this Subsection) shall not be treated as described in paragraph (B), (C), or (D) of Subsection
(1) unless such employee is a member of the group consisting of the 100 employees paid the greatest Statutory Compensation during Plan Year the year for which such determination is being made.

(3) An employee is in the top-paid group of employees for any Plan Year if such employee is in the group consisting of the top 20 percent of the employees

when ranked on the basis of Statutory Compensation paid during such Plan Year.

(4) For purposes of paragraph D of Subsection (1), no more than 50 employees (or, if lesser, the greater of 3 employees or 10 percent of the employees) shall be treated as officers, and if for any Plan Year no officer is described in such paragraph, the highest paid officer for such Plan Year shall be treated as described in such paragraph.

(5) For purposes of determining the number of employees in the top paid group, the following employees shall be excluded:

(A) employees who have not completed 6 months of service;

(B) employees who normally work less than 17 1/2 hours per week;

(C) employees who normally work during not more than 6 months during any year;

(D) employees who have not attained age 21; and

(E) except to the extent provided in regulations, employees who are included in a unit of employees covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement between employee representatives and the employer.

(6) If any individual is a member of the family of a Five-percent Owner or of a Highly Compensated Employee in the group consisting of the 10 Highly Compensated Employees paid the greatest Statutory Compensation during the Plan Year, such individual shall not be considered a separate employee, and any Statutory Compensation paid to such individual (and any applicable contribution or benefit on behalf of such individual) shall be treated as if it were paid to (or on behalf of) the Five- percent Owner or Highly Compensated Employee. The term "family" shall mean, with respect to any employee, such employee's spouse

and lineal ascendant or descendants and the spouses of such lineal ascendants or descendants.

(7) A former employee shall be treated as a Highly Compensated Employee, if such employee was a Highly Compensated Employee when such employee separated from service or at any time after attaining age 55.

(8) Employees who are nonresident aliens and who receive no earned income (within the meaning of section 911(d)(2) of the Code) from the employer which constitutes income from sources within the United States (within the meaning of section 861(a)(3) of the Code) shall not be treated as employees for purposes of this Subsection.

(j) "Limitation Year" shall mean the Plan Year unless a different "Limitation Year" is designated by the Board of Directors by resolution.

(k) "Nonhighly Compensated Employee" shall mean any Employee who is not a Highly Compensated Employee.

Sec. 8.02  Annual Additions Limitations.
           ----------------------------

     (a)  Primary Limitation.  In no event shall the Annual Addition to a
          ------------------

Participant's Account for any Limitation Year exceed the lesser of:

(1) $30,000 (or, if greater, one-fourth of the defined benefit dollar limit set forth in section 415(b)(1) of the Code as in effect for the Limitation Year), or

(2) twenty-five percent (25%) of such Participant's Statutory Compensation for the Limitation Year.

The limitation referred to in Section 8.02(a)(2) shall not apply to any contribution for medical benefits within the meaning of section 419(A)(f)(2) of the Code after separation from service which is otherwise treated as an Annual Addition, or to any amount otherwise treated as an Annual Addition under section 415(l)(1) of the Code.

Limitation Year cause the sum of the Defined Contribution Fraction and the Defined Benefit Fraction, as such terms are defined in section 415 of the Code, to exceed 1.0, or such other limitation as may be applicable under section 415 of the Code with respect to any combination of qualified plans without disqualification of any such plan.

Sec. 8.03  Salary Deferral Nondiscrimination Provisions.
           --------------------------------------------

     (a)  For any Plan Year:

          (1)  The Average Actual Deferral Percentage for Employees who are

Highly Compensated Employees for the Plan Year shall not exceed the Average Actual Deferral Percentage for Employees who are Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; or

(2) The Average Actual Deferral Percentage for Employees who are Highly Compensated Employees for the Plan Year shall not exceed the Average Actual Deferral Percentage for Employees who are Nonhighly Compensated Employees for the Plan Year multiplied by 2, provided that the Average Actual Deferral Percentage for Employees who are Highly Compensated Employees does not exceed the Average Actual Deferral Percentage for Employees who are Nonhighly Compensated Employees by more than two (2) percentage points

or such lesser amount as the Secretary of the Treasury shall prescribe to prevent the multiple use of this alternative limitation with respect to any Highly Compensated Employee.

(b) For purposes of determining the Actual Deferral Percentage of an Employee who is a Highly Compensated Employee under Section 8.01(i)(1)(A) or
Section 8.01(i)(1)(C), the Salary Deferral Contributions and Statutory Compensation of such a Highly Compensated Employee shall include the Salary Deferral Contributions and Statutory Compensation of family members (as defined in Section 8.01(i)(6)), and such family members shall be disregarded in determining the Average Actual Deferral Percentage for Employees who are Nonhighly Compensated Employees.

(c) The determination and treatment of the Salary Deferral Contributions, and Actual Deferral Percentage of any Employee shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury.

(d) In the event that the Plan satisfies the requirements of section 410(b) of the Code (other than section 410(b)(2)(A)(ii) of the Code) only if aggregated with one or more other plans of the Employer or an Affiliated Company, or if one or more other plans of the Employer or an Affiliated Company satisfy the requirements of section 410(b) of the Code only if aggregated with the Plan, than Sections 8.03, 8.04 and 8.05 shall be applied as if all such plans were a single plan.

Sec. 8.04  Limitations on Matching and Participant Voluntary Contributions.
           ---------------------------------------------------------------

     (a)  For any Plan Year:

          (1)  The Average Contribution Percentage for Employees who are

Highly Compensated Employees for the Plan Year shall not exceed the Average Contribution Percentage for Employees who are Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; or

(2) The Average Contribution Percentage for Employees who are Highly Compensated Employees for the Plan Year shall not exceed the Average Contribution Percentage for Employees who are Nonhighly Compensated Employees for the Plan Year multiplied by two (2), provided that the Average Contribution Percentage for Employees who are Highly Compensated Employees does not exceed the Average Contribution Percentage for Employees who are Nonhighly Compensated Employees by

more than two (2) percentage points or such lesser amount as the Secretary of the Treasury shall prescribe to prevent the multiple use of this alternative limitation with respect to any Highly Compensated Employee.

(b) For purposes of this Article VIII, the Contribution Percentage for any Employee who is a Highly Compensated Employee for the Plan Year and who is eligible to have Matching Contributions, Participant Voluntary Contributions or Salary Deferral Contributions allocated to his account under two or more plans described in section 401(a) of the Code or arrangements described in section 401(k) of the Code that are maintained by the Company or an Affiliated Company shall be determined as if all Matching Contributions, Participant Voluntary Contributions and Salary Deferral Contributions were made under a single plan.

(c) In the event that the Plan satisfies the requirements of section 410(b) of the Code only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of section 410(b) of the Code only if aggregated with the Plan, then this Section shall be applied by determining the Contribution Percentages of Employees as if all such plans were a single plan.

(d) For purposes of determining the Contribution Percentage of an Employee who is Highly Compensated Employee under Section 8.01(i)(1)(A) or
Section 8.01(i)(1)(C), the Matching Contributions, Voluntary Participant Contributions and Statutory Compensation of such a Highly Compensated Employee shall include the Matching Contributions, Voluntary Contributions, and Statutory Compensation of family members (as defined in Section 8.01(i)(6)), and such family members shall be disregarded in determining the Average Contribution Percentage for Employees who are Nonhighly Compensated Employees.

(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) shall, in accordance with procedures to be developed by the Plan Administrator and consistent with the requirements of sections 401(m)(b) of the Code, be distributed to the appropriate Participants, notwithstanding any other provision herein.

(f) The determination and treatment of the Contribution Percentage of any Employee shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury.

(a) is the product of 1.25 and the greater of (1) the Average Actual Deferral Percentage for all Participants who are Non-Highly Compensated Employees; or (2) the Average Contribution Percentage for all Participants who are Non-Highly Compensated Employees; and

(b) is the product of 2.0 and the lesser of (1) or (2) above; provided, however, that in no event shall this amount exceed the lesser of (1) or (2) above by more than two percentage points.

If the limitation in this Section is not met, the Average Actual Deferral Percentage or the Average Contribution Percentage of Highly Compensated Employees, as determined by the Committee, shall be reduced until such limitation is met.

ARTICLE IX

transferred between Fund A and Fund B; and, provided that transfers shall be subject to such further limitations and restrictions as may be imposed by the Plan Administrator or any insurance company contract or other instrument governing investments in any Investment Fund; and provided further that amounts attributable to a Participant's ESOP Account shall not be subject to the foregoing transfer provisions. As of April 1, 1993 the ESOP portion of the Plan shall be terminated.

losses or general expenses of the Fund relating to the period prior to the Benefit Commencement Date and subsequent to the immediately preceding Valuation Date.

(1) If the Participant separates from service by reason of the attainment of Normal Retirement Age, death, or disability, the distribution of such portion of the Participant's account balance will begin not later than one year after the close of the Plan Year in which such event occurs unless the Participant otherwise elects under the provisions of the Plan other than this Section 9.09.

(2) If the Participant separates from service for any reason other than those enumerated in paragraph (i) above, and is not reemployed by the Employer at the end of the fifth Plan Year following the Plan Year of such separation from service, distribution of such portion of the Participant's account balance will begin not later than one year after the close of the fifth Plan Year following the Plan Year in which the Participant separated from service unless the Participant otherwise elects under the provisions of the Plan other than this Section 9.09.

(3) If the Participant separates from service for a reason other than those described in paragraph (i) above, and is employed by the Employer as of the last day of the fifth Plan Year following the Plan Year of such separation from service, distribution to the Participant, prior to any subsequent separation from service, shall be in accordance with terms of the Plan other than this Section 9.09.

This Section 9.09 shall not apply to any Company Stock held in the ESOP Account acquired with the proceeds of a loan described in section 404(a)(9) of the Code until the close of the Plan Year in which such loan is repaid in full.

the Plan if the Plan so elects, shall repurchase such stock as follows:

(1) If the distribution constitutes a total distribution within the meaning of section 409(h)(5) of the Code, payment of the fair market value of a Participant's ESOP Account balance shall be made in five substantially equal annual payments. The first installment shall be paid not later than 30 days after the Participant exercises the put option. The Plan will pay a reasonable rate of interest and provide adequate security on amounts not paid after 30 days.

(2) If the distribution does not constitute a total distribution (as defined in (i) above), the Plan shall pay the Participant an amount equal to the fair market value of the Company Stock repurchased no later than 30 days after the Participant exercises the put option.

(1) At the election of the Qualified Participant, the Plan shall distribute (notwithstanding section 409(d) of the Code) the portion of the Participant's Account that is covered by the election within 90 days after the last day of the period during which the election can be made. Such distribution shall be subject to such requirements of the

Plan concerning put options as would otherwise apply to a distribution of Company Stock held in the ESOP Account from the Plan. This Section 9.11(c) shall apply notwithstanding any other provision of the Plan other than such provisions as require the consent of the Participant and the Participant's Spouse to a distribution with a present value in excess of $3,500. If the Participant and the Participant's Spouse do not consent, such amount shall be retained in this Plan.

(2) In lieu of distribution under Section 9.11, the Qualified Participant who has the right to receive a cash distribution under Section 9.11 may direct the Plan to transfer the portion of the Participant's Account that is covered by the election to another qualified plan of the Employer which accepts such transfers, provided that such plan permits employee-directed investment and does not invest in Employer stock to a substantial degree. Such transfer shall be made no later than ninety days after the last day of the period during which the election can be made.

(3) If the Plan is a TCESOP, any distribution or transfer under this Section 9.11(c) shall be made first from Employer Securities allocated to the Participant's account at least 84 months before the month in which the distribution or transfer occurs.

Participant's ESOP Account with respect to the approval or disapproval of any corporate merger or consolidation, recapitalization, reclassification, liquidation, dissolution, sale of substantially all assets of a trade or business, or such similar transaction as may be prescribed in Treasury regulations.

(a) "Qualified Participant" shall mean a Participant who has attained age 55 and who has completed at least 10 years of participation.

(b) "Qualified Election Period" shall mean the five Plan Year period beginning with the later of (i) the Plan Year after the Plan Year in which the Participant attains age 55; or, (ii) the Plan Year after the Plan Year in which the Participant first becomes a Qualified Participant.

(a) Effective as of January 1, 1994, this Plan is intended to constitute a plan described in section 404(c) of ERISA, and Title 29 of the Code of Federal Regulations (S)2550.404c-1. Neither the Company, an Employer, the Plan Administrator, the Trustee nor any other Plan fiduciary shall be liable for any losses which are the result of investment instructions provided by any Participant, Beneficiary or Alternate Payee.

(b) The Plan Administrator is hereby designated as the fiduciary for ensuring that (1) procedures are maintained by the Plan to safeguard the confidentiality of information relating to the purchase, holding, and sale of Company Stock and the exercise of voting, tender and similar rights with respect to Company Stock by Participants, Beneficiaries and Alternate Payees, (2)

the procedures described in (1) are sufficient to maintain confidentiality, except to the extent necessary to comply with federal law or state laws not preempted by ERISA, and (3) an independent fiduciary is appointed to carry out activities relating to any situations involving a potential for undue Employer influence upon Participants, Beneficiaries, or Alternate Payees with regard to the direct or indirect exercise of shareholder rights.

ARTICLE X

Sec. 10.03  Death Benefits.
            --------------

     (a)  Pre-Distribution Death Benefit.  In the event of a Participant's
          ------------------------------

death prior to his Benefit Commencement Date, his Beneficiary shall be entitled to receive a death benefit equal to one hundred percent (100%) of the balance of his Accounts, determined as of the Valuation Date coincident with or next following his date of death, or, if later, the Valuation Date immediately preceding the Benefit Commencement Date with respect to such benefit. Such death benefit shall be payable to the Participant's Beneficiary as soon as practicable after the Valuation Date first mentioned above, unless, subject to
Section 10.07, the Participant had elected or his Beneficiary elects a later Benefit Commencement Date or a later Benefit Commencement Date is required by the applicable provisions of this Article X. The form of payment of such death benefit also shall be determined in accordance with the applicable provisions of Article XI.

(a) All in-service withdrawals shall be made by filing a written request with the Plan Administrator on such form and at such times as the Plan Administrator may prescribe. Except as otherwise permitted by the Plan Administrator, a withdrawal shall be effective as of the first Valuation Date which occurs after the date such written request is received by the Plan Administrator, and payment of the amount withdrawn shall be made

as soon as practicable thereafter. Hardship withdrawals shall, to the extent the Plan Administrator determines necessary, be made effective and paid out sooner and shall be based on such Participant's Account balance as of the most recent Valuation Date in such manner as the Plan Administrator shall provide.

(b) A Participant may make no more than one (1) withdrawals pursuant to Section 10.05 during any Plan Year; provided that (i) any withdrawals made pursuant to Section 10.05(c) shall not be subject to such limitation, and (ii) a simultaneous withdrawal of amounts pursuant to the various Subsections of
Section 10.05 shall be deemed to be a single withdrawal.

(c) All withdrawals shall be paid in a lump-sum cash payment.

(d) All withdrawals shall be deemed to be made from the Investment Funds in which the affected Accounts of the Participant are then invested as elected by the Participant.

(e) Any withdrawal by a Participant who has a spouse shall require spousal consent in the same manner as is provided in Section 10.08(c). Effective January 1, 1994, no spousal consent shall be required for any withdrawal by a Participant, unless the Participant has a spouse and has elected to receive benefits in a life annuity form (as described in Section 11.02(a),(b), or (c)) upon termination of employment. Any such spousal consent so required shall be made in the same manner as provided in Section 10.08(c).

(a) In general, whether a financial need of a Participant requesting a distribution on account of financial hardship is immediate and heavy will be determined by the Plan Administrator on the basis of all relevant facts and circumstances. Notwithstanding the previous sentence, the Plan Administrator shall always determine that a distribution is on account of an immediate and heavy financial need of a Participant when the distribution is on account of:

(1) expenses for medical care described in section 213(d) of the Code incurred by the Participant, the Participant's spouse, or any dependents of the Participant (as defined in section 152 of the Code) or necessary for such individuals to obtain the medical care described in section 213(d) of the Code;

(2) costs directly related to the purchase (excluding mortgage payments) of a principal residence for the Participant;

(3) the payment of tuition and related educational fees for the next twelve (12) months of post-secondary education for the Participant, the Participant's spouse, the Participant's children or any dependents of the Participant (as defined in section 152 of the Code); or

(4) the need to prevent the eviction of the Participant from his principal residence or foreclosure on the mortgage of the employee's principal resident.

This listing automatically shall be expanded, without the necessity of any amendment of this Subsection, to include additional situations upon publication by the Commissioner of Internal Revenue of revenue rulings, notices and other documents of general applicability expanding the listing in Treasury Regulation section 1.401(k)-1(d)(2)(i)(B) of situations deemed to be on account of immediate and heavy financial needs.

(b) In general, whether a distribution is necessary to satisfy the financial need of a Participant will be determined by the Plan Administrator on the basis of all relevant facts and circumstances. However, the financial need for which the Participant is requesting a distribution could not reasonably be relieved through reimbursement or other compensation by insurance, reasonable liquidation of the employee's assets, cessation of Salary Deferral Contributions or Voluntary Participant Contributions, other distributions from the Plan or other plans maintained by the Employer or any other employer or by borrowing from other commercial sources on reasonable commercial grounds in an amount sufficient to satisfy the need. A Participant's resources shall also include the resources of the Participant's spouse and minor children, to the extent that these resources are reasonably available to the Participant. Notwithstanding the preceding three sentences, the Plan Administrator shall always determine that a distribution is

necessary to satisfy an immediate and heavy financial need of a Participant when all of the following requirements are satisfied:

(1) the distribution is not in excess of the amount of the immediate and heavy financial need of the Participant;

(2) the Participant has obtained all distributions, other than hardship distributions under the Plan, and all nontaxable loans currently available under all plans maintained by the Employer;

(3) the Plan and all other plans that are or may be maintained by the Employer provide that the Participant's elective deferral and employee contributions will be suspended for at least twelve (12) months after the receipt of the hardship distribution, after which time the Participant may elect to make a new Salary Deferral election which shall become effective as of the first payroll period ending after the Election Date specified in the Salary Deferral election; and

(4) for the taxable year immediately following the taxable year of the hardship distribution, the Plan and all other plans that are or may be maintained by the Employer provide that the Participant may not make salary reduction contributions in excess of the applicable limit under section 402(g) of the Code less the amount of the Participant's salary reduction contribution for the taxable year of the hardship distribution.

(c) The Plan Administrator, in making its determination as to whether a Hardship Distribution shall be made, shall rely on the written representations of the Participant, unless the Plan Administrator or the Employer has actual knowledge to the contrary, and shall not be required to further investigate the Participant's financial situation in order to determine whether to make the distribution.

(d) Any withdrawal by a Participant who has a spouse shall require spousal consent in the same manner as is provided in Section 10.08(c). Effective January 1, 1994, no spousal consent shall be required for any hardship withdrawal by a Participant, unless the Participant has a spouse and has elected to receive benefits in a life annuity form (as described in Section 11.02(a),(b), or (c)) upon termination of employment.

Sec. 10.08  Beneficiary Designation Right.
            -----------------------------

     (a)  Spouse as Beneficiary.  The primary Beneficiary of each married
          ---------------------

Participant shall be his Spouse except to the extent that there is in force a consent to the designation of one or more Beneficiaries other than such Spouse, which consent is executed in the manner, and subject to the conditions, specified in Subsection (c) hereof.

In the event that the Participant fails to designate a Beneficiary to receive a benefit that becomes payable pursuant to the provisions of this Article, or in the event that the Participant is predeceased by all designated primary and secondary Beneficiaries, the death benefit shall be payable to the following classes of takers, each class to take to the exclusion of all subsequent classes, with all members of each class sharing equally:

(1) Spouse;

(2) lineal descendants (including adopted and step-children), per stirpes;

(3) surviving parents (equally); and

(4) the Participant's estate.

(1) acknowledge the effect of such consent;

(2) be witnessed by a representative of the Plan or by a notary public; and

(3) be subject to revocation in writing by such spouse at any time prior to the Participant's death.

Sec. 10.10  Domestic Relations Orders.
            -------------------------

     (a)  Effect of Quadros.  All benefits provided under this Plan are
          -----------------

subject to the provisions of any "qualified domestic relations order" within the meaning of section 206(d)(3)(B) of ERISA (hereinafter referred to as a "Quadro") in effect with respect to the Participant at the Participant's Benefit Commencement Date, and are subject to diminution thereby. The person entitled to receive payments of benefits under the Plan pursuant to a Quadro is hereinafter referred to as an "Alternate Payee."

if no payments would otherwise be made under the Plan to the Alternate Payee or to the Participant or a Beneficiary of the Participant while the status of the order as a Quadro is being determined, no segregation into a separate or escrow account shall be required. If a domestic relations order is determined to be a Quadro within eighteen (18) months of the date of its receipt by the Plan Administrator (or from the beginning of any other period during which the issue of its being a Quadro is being determined by the Plan Administrator), the Plan Administrator shall cause to be paid to the persons entitled thereto the amounts, if any, held in the separate or escrow account referred to above. If a domestic relations order is determined not to be a Quadro, or if the status of the domestic relations order as a Quadro is not finally resolved within such eighteen (18) month period, the Plan Administrator shall cause the separate or escrow account balance, with interest thereon, to be returned to the Participant's credit, or to be paid to the person or persons to whom such amount would have been paid if there had been no such domestic relations order, whichever is appropriate. Any subsequent determination that such domestic relations order is a Quadro shall be prospective in effect only.

(1) Benefits payable to an Alternate Payee shall not continue beyond the lifetime of the Alternate Payee. In particular, no Alternate Payee shall have the right with respect to any benefit payable by reason of a Quadro to (A) designate a Beneficiary with respect to amounts becoming payable under the Plan, (B) elect a method of benefit distribution providing for benefits continuing beyond the Alternate Payee's lifetime,
(C) provide survivorship benefits to a spouse or dependent of such Alternate Payee or to any other person, spouse, dependent or other person, or (D) transfer rights under the Quadro by will or by state law of intestacy.

(2) None of the payments, benefits or rights of any Alternate Payee shall be subject to any claim of any creditor, and, in particular, to the fullest extent permitted by law, all such payments, benefits and rights shall be free from attachment, garnishment, trustee's process, or any other legal or equitable process available to any creditor of such Alternate Payee. No Alternate Payee shall have the right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments which he may

expect to receive, contingently or otherwise, under the Plan.

(3) Alternate Payees shall not have any right to (A) borrow money under any Participant loan provisions under the Plan, (B) exercise any Participant investment direction rights or privileges under the Plan,
(C) exercise any other election, privilege, option or direction rights of the Participant under the Plan except as specifically provided in the Quadro, or (D) receive communications with respect to the Plan except as specifically provided by law, regulation or the Quadro.

(4) Each Alternate Payee shall advise the Plan Administrator in writing of each change or his name, address or marital status, and of each change in the provisions of the Quadro or of any circumstance set forth therein which may be material to the Alternate Payee's entitlement to benefits thereunder or the amount thereof. Until such written notice has been provided to the Plan Administrator, the Plan Administrator shall be
(i) fully protected in not complying with, and in conducting the affairs of the Plan in a manner inconsistent with, the information set forth in notice, and (ii) required to act with respect to such notice prospectively only, and then only to the extent provided for in the Quadro. The Plan Administrator shall not be required to modify or reverse any payment, transaction or application of funds occurring before the receipt of any notice that would have affected such payment, transaction or application of funds, nor shall the Plan Administrator or any other party be liable for any such payment, transaction or application of funds.

(5) Except as specifically provided for in the Quadro, an Alternate Payee shall have no right to interfere with the exercise by the Participant or by any Beneficiary of their respective rights, privileges and obligations under the Plan.

ARTICLE XI

(a) A Qualified Joint and Survivor Annuity provided for by the application of a designated amount of the vested Account balance of the Participant to the purchase of such an annuity with a surviving Spouse's benefit of at least fifty percent (50%) of the Participant's benefit, provided, however, that the Participant may instruct in writing prior to the purchase of such an annuity that a larger surviving Spouse's benefit be provided (up to a maximum of a one hundred percent (100%) surviving Spouse's benefit);

(b) A single life annuity provided for by the application of a designated amount of the vested Account balance of the Participant to the purchase of such an annuity; provided, however, that a married Participant must have his Spouse consent to benefits in this form, pursuant to Section 11.03.

(c) Such other standard form of annuity as may be purchased from a reputable insurance company.

(d) Installment payout over a fixed period not to exceed the Participant's life expectancy at the Benefit Commencement Date, provided that
(1) the payments shall not be less frequently than annually, nor more frequent than monthly, (2) the payments shall be as nearly equal as practicable, (3) the Participant's unpaid Account balance shall continue to share in the investment activity of the Investment Fund or Funds in which the unpaid Account balance is invested, (4) the payments may be accelerated or commuted, at the discretion of the Plan Administrator, at any time (whether prior to or after the death of the Participant); and (5) should the Participant die during

the benefit payment period prior to the completion of benefit distributions, the remaining portion of his interest will be distributed to his designated Beneficiary at least as rapidly as under the method of distributions being used as of the date of his death.

(1) acknowledge the effect of such consent;

(2) be witnessed by a representative of the Plan or by a notary public;

(3) not restrict the Participant as to the alternative death benefit Beneficiary or Beneficiaries which may be designated by the Participant by reason of the existence of such consent and of the consent described in Section 10.08 of this Plan;

(4) be subject to revocation in writing by such spouse during the election period described in Subsection (a) hereof.

Sec. 11.07  Trustee-to-Trustee Transfers.
            ----------------------------

     (a)  In General.  This Section applies to distributions
          ----------

                               Page 58

                                                            SEI CORPORATION

made on or after January 1, 1993. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee's election under this Section, a distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover.

(b) For distributions made on or after January 1, 1994, no less than thirty (30) days and no more than ninety (90) days prior to the distribution or direct rollover of an eligible rollover distribution, the Plan Administrator shall provide the individual entitled to the distribution with a written explanation of the direct rollover option and related tax rules. Notwithstanding the foregoing, the distribution or direct rollover may commence less than thirty
(30) days after the explanation described in the preceding sentence is provided if (1) the Plan Administrator notifies the individual that he has a right to a period of at least (30) days after receiving such explanation to consider the direct rollover option and (2) the individual affirmatively elects to receive a distribution or a direct rollover. Any such election shall be made in writing, on the form prescribed by the Plan Administrator for such purpose.

plan is an individual retirement account or individual retirement annuity.

Sec. 12.01  In General.
            ----------

     (a)  Permissibility.  Loans to Participants and Beneficiaries who are
          --------------

parties in interest, as that term is defined in section 3(14) of ERISA shall be allowed if, and only if, the Participant from whose account the loan is requested has had a salary deferral election in effect for two twelve-month periods or more and the Plan Administrator determines that such loans are to be made.

(1) fifty thousand dollars ($50,000.00) reduced the highest outstanding balance of any loan from the Plan during the one year period ending on the day before the date upon which such loan is to be made, and

(2) fifty percent (50%) of the value of the Participant's Salary Deferral Account as of the prior Valuation Date.

the borrower's vested interest under the Plan) greater than the amount (similarly calculated) available to other Participants.

section 4975(c) of the Code), would constitute a distribution taxable for Federal income tax purposes, or would imperil the status of the Plan or any part thereof under section 401(k) of the Code.

ARTICLE XIII

(a) "Aggregation Group" shall mean the Permissive Aggregation Group if there be one in existence, and shall otherwise mean the Mandatory Aggregation Group.

(b) "Determination Date" shall mean, as to any Plan Year other than the Plan Year which commences with the Effective Date, the last day of the preceding Plan Year. As to the Plan Year which commences with the Effective Date, the term "Determination Date" shall be a reference to the last day of such Plan Year.

(c) "Five-percent Owner" shall mean, as to any entity, any person who owns (or is considered as owning within the meaning of section 318 of the Code) more than five percent (5%) of the outstanding stock of such entity (or any entity which is the parent of such entity) or stock possessing more than five percent (5%) of the total combined voting power of all of the stock of such entity. Where an entity is not a corporation, a person shall be considered a "Five-percent Owner" if he owns more than five-percent (5%) of either the capital or the profits interest in the entity.

(d) "Key Employee" shall mean a person described in section 416(i)(1)(A) of the Code as interpreted by the regulations thereunder, and shall not include any other person. In general, a Key Employee is a person who is or was employed by the Company or an Affiliated Company who, during the Plan Year or during any of the preceding four (4) Plan Years was any of the following:

(1) An officer of the Company or of an Affiliated Company having an annual Statutory Compensation of more than fifty percent (50%) of the amount in effect under section 415(b)(1)(A) of the Code for the Plan Year. An individual shall be considered an officer only if he (A) is in the regular and continuous employ of the Employer or Affiliated Company (B) has been designated as an officer pursuant to election or appointment by the board of directors or other person

or governing body having authority to elect or appoint officers of the Employer or Affiliated Company and (C) is an administrative executive. The number of persons to be considered officers in any Plan Year and the identity of the persons to be so considered shall be determined pursuant to the provisions of section 416(i) of the Code and the regulations published thereunder.

(2) One (1) of the ten (10) employees of the Employer or of an Affiliated Company who owns (or is considered as owning under the attribution rules set forth at section 318 of the Code and the regulations thereunder) the largest interest in the Company or such Affiliated Company provided that no person shall be considered a Key Employee under this paragraph (b) if his annual Statutory Compensation is not greater than the limitation in effect for such Plan Year under section 415(c)(1)(A) of the Code, nor shall any person be considered a Key Employee under this paragraph (b) if his ownership interest in the Plan Year being tested and the preceding four Plan Years was at all times less than one-half of one percent (1/2%) in value of any of the entities forming the Company and the Affiliated Company. Also for the purposes of this Subsection (b), if two or more employees have the same interest in the Company or an Affiliated Company, the employee having the greatest annual compensation shall be deemed to have the greatest such interest, with the interests of the other such similar interest holders being deemed to be descending in size in accordance with the descending order of their respective compensations.

(3) A Five-percent Owner of the Company.

(4) A person who is both an Employee whose annual Statutory Compensation from the Company and all Affiliated Companies exceeds $150,000 and who is a One-percent Owner.

The Beneficiary of any deceased Participant who was a Key Employee shall be considered a Key Employee for the same period as the deceased Participant would have been so considered.

(e) "Key Employee Ratio" shall mean the ratio for any Plan Year, calculated as of the Determination Date with respect to such Plan Year, determined by comparing the amount described in Subsection (1) of this Section with the amount described in

Subsection (2) hereof, after deduction from both such amounts of the amount described in Subsection (3) hereof.

(1) The amount described in this Subsection (1) is the sum of (i) the aggregate of the present value of all accrued benefits of Key Employees under all qualified defined benefit plans included in any Aggregation Group including the Plan, (ii) the aggregate of the balances in all of the accounts standing to the credit of Key Employees under the Plan and, if the Plan is part of an Aggregation Group, all other qualified defined contribution plans included in the Aggregation Group, and (iii) the aggregate amount distributed from the Plan and all other plans in such Aggregation Group to or on behalf of any Key Employee during the period of five (5) Plan Years ending on the Determination Date.

(2) The amount described in this Subsection (2) is the sum of (i) the aggregate of the present value of all accrued benefits of all Participants under all qualified defined benefit plans included in any Aggregation Group of which the Plan is a part, (ii) the aggregate of the balances in all of the accounts standing to the credit of all Participants under the Plan and, if the Plan is part of an Aggregation Group, all other qualified defined contribution plans included in the Aggregation Group, and
(iii) the aggregate amount distributed from the Plan and all other plans in such, Aggregation Group to or on behalf of any Participant during the period of five (5) Plan Years ending on the Determination Date.

(3) The amount described in this Subsection (3) is the sum of (i) all rollover contributions to the Plan initiated by an Employee and made after December 31, 1983, (ii) any amount that would have been included under Subsection (1) or Subsection (2) hereof with respect to any individual who has neither received compensation from, nor rendered service to, any entity constituting Company (other than benefits under the Plan) at any time during the five-year period ending on the Determination Date, and (iii) any amount that is included in Subsection (2) hereof for, on behalf of, or on account of, a person who is a Non- key Employee as to the Plan Year of reference but who was a Key Employee as to any earlier Plan Year.

(f) "Mandatory Aggregation Group" shall mean the group of plans qualified under section 401(a) of the Code and sponsored by the Employer or by an Affiliated Company formed by including in such group (1) all such plans in which a Key Employee is a Participant, and (2) all such plans which enable any plan described in clause (1) to meet the requirements of either section 401(a)(4) of the Code or section 410 of the Code.

(g) "Non-key Employee" shall mean any person who is employed by the Employer in any Plan Year, but who is not a Key Employee as to that Plan Year.

(h) "One-percent Owner" shall mean, as to any entity, any person who owns (or is considered as owning within the meaning of section 318 of the Code) more than one percent (1%) of the outstanding stock of the Company (or any entity which is the parent of the Company) or stock possessing more than one percent (1%) of the total combined voting power of all of the stock of such entity. Where an entity is not a corporation, a person shall be considered a "One-percent Owner" if he or she owns more than one-percent (1%) of either the capital or the profits interest in the entity.

(i) "Permissive Aggregation Group" shall mean the group of plans qualified under section 401(a) of the Code and sponsored by the Corporation or by an Affiliated Company, formed by including in such group (1) all plans in the Mandatory Aggregation Group, and (2) such other qualified plans sponsored by the Company or an Affiliated Company as the Company elects to include in such group, as long as the group, including those plans electively included, continues to meet the requirements of sections 401(a)(4) and 410 of the Code.

(a) The Plan is not part of an Aggregation Group and the Key Employee Ratio under the Plan exceeds sixty percent (60%).

(b) The Plan is part of an Aggregation Group, there is no Permissive Aggregation Group of which the Plan is a part, and the Key Employee Ratio of the Mandatory Aggregation Group of which the Plan is a part exceeds sixty percent (60%).

(c) The Plan is part of an Aggregation Group, there is a Permissive Aggregation Group of which the Plan is a part, and the Key Employee Ratio of the Permissive Aggregation Group of which the Plan is a part exceeds sixty percent (60%).

(1) Each Non-key Employee who is a Participant, but who is not covered under a qualified defined benefit plan sponsored by the Employer or an Affiliated Company, is entitled to a minimum aggregate Employer contribution under an Employer qualified defined contribution plan equal to the contribution described in section 416(c)(2)(A) of the Code, with "four percent (4%)" substituted for"three percent (3%)" therein (and with the term "Employer qualified defined contribution plan" meaning the aggregate of all qualified defined contribution plans sponsored by the Employer or an Affiliated Company); and

(2) Each Non-key Employee who is a Participant and who is covered under a qualified defined benefit plan sponsored by the Employer or an Affiliated Company (treating all such plans as a single plan) is entitled to (A) a minimum benefit accrual under such plan satisfying the requirements of section 416(c)(1) of the Code, but with "3 percent" substituted for "2 percent" and "30 percent" substituted for "20 percent" at section 416(c)(1)(B), or (B) a minimum share of the Employer contribution allocation (including forfeiture reallocations, if any) under the Plan of seven and one-half percent (7-1/2%) of Statutory Compensation (treating the Participant's allocation under the Plan and all other defined contribution plans sponsored by the Employer or by an Affiliated Company as allocations under the Plan), or (C) and combination of defined benefit plan accruals as described in (A) hereof and defined contribution plan allocations as described in (B) hereof which, taken together, satisfy the requirements of this paragraph (2).

(a) Three percent (3%) of the "compensation" (as defined in section 415 of the Code, but limited to the extent required under section 401(a)(17) of the Code) of each such Participant for such Plan Year; or

(b) The percentage of compensation so allocated under said Section 6.03 to the Account of the Key Employee for whom such percentage is the highest for such Accrual Plan Year.

If any person who is an Active Participant in the Plan is a Participant under any defined benefit pension plan qualified under section 401(a) of the Code sponsored by the Employer or an Affiliated Company, there shall be substituted "Four percent (4%)" for "Three percent (3%)" in Subsection (a) of this Section. For the purposes of determining whether or not the provisions of this Section have been satisfied, (i) contributions or benefits under chapter 2 of the Code (relating to tax on self-employment income), chapter 21 of the Code (relating to Federal Insurance Contributions Act), title II of the Social Security Act, or any other Federal or state law are disregarded; (ii) employer

contributions made to the Plan under any Deferral Agreement shall be disregarded; and (iii) all defined contribution plans in the Aggregation Group shall be treated as a single plan. For the purposes of determining whether or not the requirements of this Section have been satisfied, contributions allocable to the account of the Participant under any other qualified defined contribution plan that is part of the Aggregation Group shall be deemed to be contributions made under the Plan, and, to the extent thereof, no duplication of such contributions shall be required hereunder solely by reason of this Section. This Section shall not apply in any Accrual Plan Year in which the Plan is part of an Aggregation Group containing a defined benefit pension plan (or a combination of such defined benefit pension plans) if the Plan enables a defined benefit pension plan required to be included in such Aggregation Group to satisfy the requirements of either section 401(a)(4) or section 410 of the Code.

ARTICLE XIV

ARTICLE XV

The Plan Administrator shall comply with the regulatory provisions of ERISA and shall furnish to each Participant covered under this Plan:

(a) a summary plan description,

(b) upon written request, a statement of his total benefits accrued and his vested benefits, if any, and

(c) the information necessary to elect the benefits available under the Plan.

The Plan Administrator shall also file the appropriate annual reports and any other data which may be required by appropriate regulatory agencies. Furthermore, the Plan Administrator shall take the necessary steps to notify the appropriate interested parties whenever an application is made to the Secretary of the Treasury for a determination letter in accordance with section 7476 of the Internal Revenue Code, as amended.

provided the Plan Administrator is not a full-time Employee of any Employer adopting this Plan.

The Plan Administrator, or any member of the committee comprising The Plan Administrator, may be removed with or without cause by the Company by delivery of written notice of removal, to take effect at a date specified therein, which shall be not less than thirty (30) days after delivery thereof, unless such notice shall be waived.

The Company, upon receipt of or giving notice of the resignation or removal of the Plan Administrator, shall promptly designate a successor Plan Administrator who must signify acceptance of this position in writing. In the event no successor is appointed, the Board of Directors of the Company will function as the Plan Administrator until a new Plan Administrator has been appointed and has accepted such appointment.

The written notice which the Plan Administrator shall provide to every claimant who is denied a claim for benefits shall set forth in a manner calculated to be understood by the claimant:

(a) the specific reason or reasons for the denial;

(b) specific reference to pertinent Plan provisions on which the denial is based;

(c) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(d) appropriate information as to the steps to be taken if the claimant wishes to submit his claim for review.

A claimant or his authorized representative may request a review of the denied claim by the Plan Administrator. Such request shall be made in writing and shall be presented to the Plan Administrator not more than 60 days after receipt by the claimant of written notification of the denial of a claim. The claimant shall have the right to review pertinent documents and to submit issues and comments in writing. The claimant may, if he so desires, request a hearing before a decision is made by the Plan Administrator. Any such hearing shall be held within 60 days of the claimant's request therefor, and shall be conducted in accordance with appropriate standards of administrative law in the Commonwealth of Pennsylvania.

If a hearing is not requested by a claimant, the Plan Administrator shall review the claim based upon the pertinent documents and upon the consideration of such issues and comments as the claimant may direct in writing to the Plan Administrator. The Plan Administrator shall make its decision on review not later than 60 days after receipt of the claimant's request for review, unless special circumstances (such as the holding of a hearing at the claimant's request) require an extension of time, in which case a decision shall be rendered as soon as possible but not later than 120 days after receipt of the request for review. If an extension of time for review is required because of special circumstances, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension. The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent Plan provisions on which the decision is based.

It is intended that the claims procedure of this Plan be administered in accordance with the claims procedure regulations of the Department of Labor.

ARTICLE XVI

(a) to establish and communicate to the Trustee in each case through the Plan Administrator, a funding policy for the Plan;

(b) to appoint the Trustee and the Plan Administrator and to monitor each of their performances;

(c) to communicate such information to the Plan Administrator and to the Trustee as each needs for proper performance of its duties; and

(d) to provide channels and mechanisms through which the Plan Administrator and/or the Trustee can communicate with Participants and their Beneficiaries.

In addition, the Company shall perform such duties as are imposed by law or by regulation. The Board of Directors of the Company shall serve as Plan Administrator in the absence of an appointed Plan Administrator.

Named Fiduciaries) if the responsibility or authority of the act or omission deemed to be a breach was not within the scope of the said Named Fiduciary's authority or delegated responsibility.

ARTICLE XVII

(a) No amendment shall increase the duties or liabilities of the Plan Administrator or of the Trustee without the consent of that party;

(b) No amendment shall deprive any Participant or Beneficiary of a deceased Participant of any of the benefits to which he or she is entitled under the Plan with respect to contributions previously made, nor shall any amendment decrease the balance in any Participant's Account;

(c) No amendment shall provide for the use of funds or assets held to provide benefits under the Plan other than for the benefit of Participants and their respective Beneficiaries or to meet the administrative expenses of the Plan, except as may be specifically authorized by statute or regulation.

Each amendment shall be approved by the Board of Directors by resolution or by written instrument executed by its duly appointed delegatee. Notwithstanding the foregoing, any amendment necessary to qualify the Plan, as amended and restated, under section 401(a) of the Code may be made without the further approval of the Board of Directors if signed by the proper officers of the Company.

Sec. 17.02  Plan Termination.
            ----------------

     (a)  Right Reserved.  While it is the Company's intention to continue
          --------------

the Plan indefinitely in operation, the right is, nevertheless, reserved to terminate the Plan in whole or in part, by or pursuant to formal action taken by the Board of Directors. Whole or partial termination of the Plan shall result in full and immediate vesting, to the extent it may not have already occurred, in each affected Participant of the entire amount standing to his credit in his Account, and there shall not thereafter be any forfeitures with respect to any such affected Participant for any reason. Plan termination shall be effective as of the date specified by action of the Company, subject, however, to the provisions of Section 17.04 hereof.

(a) If the Employer determines by resolution that such suspension shall be permanent, a permanent discontinuance of contributions will be deemed to have occurred as of the date of such resolution or such earlier date as is therein specified.

(b) If such suspension becomes a plan termination, a complete discontinuance of contributions will be imputed. In such case, the permanent discontinuance, with resultant full

vesting for all affected Participants, shall be deemed to have occurred on the earlier of:

(1) the date specified by resolution of the Employer or established as a matter of equity by the Plan Administrator, or

(2) the last day of the first Plan Year which meets both of the following criteria: (A) no Employer contributions were made for that, or for any subsequent Plan Year, and (B) there existed for such Considered Net Profits out of which the Employer contributions could have been made.

Sec. 18.01  Nonalienation of Benefits.
            -------------------------

     (a)  General.  Except as provided in Section 18.01(b), or pursuant to
          -------

an order of a court of competent jurisdiction to the contrary, none of the payments, benefits or rights of any Participant, Beneficiary or Alternate Payee shall be subject to any claim of any creditor, and, in particular, to the fullest extent permitted by law, all such payments, benefits and rights shall be free from attachment, garnishment, trustee's process, or any other legal or equitable process available to any creditor of such Participant, Beneficiary, or Alternate Payee. Except as provided in Section 18.01(b), no Participant, Beneficiary or Alternate Payee shall have the right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments which he may expect to receive, contingently or otherwise, under the Plan, except any right to designate a Beneficiary or Beneficiaries as may be hereinabove provided.

IN WITNESS WHEREOF, SEI CORPORATION has caused this amended and restated plan to be duly executed this 28 day of December, 1994, effective, except as otherwise specified herein, as of January 1, 1989.

SEI CORPORATION

Attest:

/s/ William Doran              By: /s/ Kevin Robins
--------------------------         -------------------------
Corporate Secretary

AMENDMENT 1995-1
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;

WHEREAS, effective January 1, 1992, the definition of "Employee" provided in Section 2.14 of the Plan was revised to exclude from such definition wholesale, retail and franchise sales personnel connected with a single bank or other financial institution;

WHEREAS, it was the Company's intention to exclude from the definition of "Employee" provided in Section 2.14 of the Plan and in practice the Company has excluded, only retail sales personnel connected with a single bank or other financial institution;

WHEREAS, the Company now wishes to make a corrective amendment to the Plan so as to have the terms properly reflect the Company's intent in this regard;

NOW, THEREFORE, in accordance with the foregoing, Section 2.14 of the Plan shall be amended, effective as of January 1, 1992, to read, in its entirety, as follows:

"2.14 `Employee' shall mean each person in the employ of an Employer, other than (i) any person in a category of employees excluded from coverage under the Plan by the terms of any Adoption Agreement, (ii) any person whose terms and conditions of employment are determined through collective bargaining with a third party if the issue of retirement benefits has been a bona fide subject of collective bargaining, unless the collective bargaining agreement provides for the eligibility of such person to participate in this Plan, (iii) any person who, as to the United States, is a non-resident alien with no U.S. source income from the Employer, and
(iv) effective January 1, 1992, any personnel dedicated to the sale of fund products through retail distribution channels for a single bank or other financial institution."

IN WITNESS WHEREOF, SEI CORPORATION has caused this Amendment 1995-1 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

Attest:

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

Attest:

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