SEI INVESTMENTS NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS TO BE HELD MAY 28, 2003

SEI INVESTMENTS COMPANY, OAKS, PA 19456-1100

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 28, 2003

The Annual Meeting of Shareholders of SEI Investments Company, a Pennsylvania business corporation, will be held at 10:00 a.m., EST, Wednesday, May 28, 2003, at 1 Freedom Valley Drive, Oaks, PA 19456-1100, for the following purposes:

Only shareholders of record at the close of business on April 10, 2003 will be entitled to notice of, and to vote at, our 2003 Annual Meeting and any adjournments thereof.

By order of the Board of Directors,

William M. Doran
Secretary, April 24, 2003

Your vote is important. Accordingly, you are asked to complete, sign, and return the accompanying proxy card in the envelope provided, which requires no postage if mailed in the United States.

SEI INVESTMENTS COMPANY, OAKS, PA 19456-1100

PROXY STATEMENT

2003 Annual Meeting of Shareholders
This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of SEI Investments Company (“SEI,” “we,” or “our”) of proxies for use at our 2003 Annual Meeting of Shareholders to be held on May 28, 2003 (the “2003 Annual Meeting”) and at any adjournments thereof. Action will be taken at our 2003 Annual Meeting to elect two directors; to approve an increase in the number of shares of Common Stock authorized for issuance under the SEI Investments Company 1998 Equity Compensation Plan (the “1998 Plan”) and the amendment and restatement of the 1998 Plan; to ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as independent public accountants to examine SEI’s consolidated financial statements for 2003; and to consider such other business as may properly come before our 2003 Annual Meeting and any adjournments thereof. This Proxy Statement, the accompanying proxy card, and our Annual Report for 2002 will be sent to our shareholders on or about April 24, 2003.

Voting at the Meeting
Only the holders of shares of our Common Stock, par value $.01 per share (“Shares”), of record at the close of business on April 10, 2003 are entitled to vote at our 2003 Annual Meeting. On that date there were 105,111,929 Shares outstanding and entitled to be voted at our 2003 Annual Meeting. Each holder of Shares entitled to vote will have the right to one vote for each Share outstanding in his or her name on the books of SEI. See “Ownership of Shares” for information regarding the ownership of Shares by directors, nominees, officers, and certain shareholders of SEI.

The Shares represented by each properly executed proxy card will be voted in the manner specified by the shareholder. If instructions to the contrary are not given, such Shares will be voted FOR the election to our Board of Directors of the nominees listed herein; FOR the increase in the number of Shares authorized for issuance under the 1998 Plan and the amendment and restatement of the 1998 Plan; and FOR the ratification of the appointment of PwC as independent public accountants to examine SEI’s consolidated financial statements for 2003. If any other matters are properly presented for action at the meeting, the proxy holders will vote the proxies (which confer discretionary authority to vote on such matters) in accordance with their best judgment.

Execution of the accompanying proxy card will not affect a shareholder’s right to attend our 2003 Annual Meeting and vote in person. Any shareholder giving a proxy has the right to revoke it by providing written notice of revocation to our Secretary at any time before the proxy is voted. Under the Pennsylvania Business Corporation Law, if a shareholder (including a nominee, broker, or other record owner) records the fact of abstention or fails to vote (including broker nonvotes) either in person or by proxy, such action is not considered a vote cast and will have no effect on the proposals submitted to the shareholders described in this Proxy Statement, but the shareholder will be considered present for purposes of determining a quorum.

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PROPOSAL NO. 1:
ELECTION OF DIRECTORS

Our Board of Directors currently consists of seven members and is divided into three classes: two classes comprising two directors each, and one class comprising three directors. One class is elected each year to hold office for a three-year term and until successors of such class are duly elected and qualified, except in the event of death, resignation, or removal of a director. Subject to shareholder approval at this meeting, two directors will be elected for the current class. This class will be elected at our 2003 Annual Meeting by a plurality of votes cast at our 2003 Annual Meeting.

Richard B. Lieb and Carmen V. Romeo, each of whom is a current member of our Board of Directors, have been nominated by our Board of Directors for election as directors at our 2003 Annual Meeting. Shares represented by properly executed proxy cards in the accompanying form will be voted for such nominees in the absence of instructions to the contrary. The nominees have consented to be named and to serve if elected. SEI does not know of anything that would preclude the nominees from serving if elected. If, for any reason, a nominee should become unable or unwilling to stand for election as a director, either the Shares represented by all proxies authorizing votes for such nominee will be voted for the election of such other person as our Board of Directors may recommend or the number of directors to be elected at our 2003 Annual Meeting will be reduced accordingly.

Our Board of Directors unanimously recommends that the shareholders vote FOR the election of Mr. Lieb and Mr. Romeo as directors at our 2003 Annual Meeting.

Set forth below is certain information concerning Mr. Lieb and Mr. Romeo and each of the five other current directors, whose terms continue after our 2003 Annual Meeting.

NOMINEES FOR ELECTION AT THE
2003 ANNUAL MEETING:

Richard B. Lieb, 55, has been a director since 1994. Since October 2002, Mr. Lieb has been the President and Chief Executive Officer of The Dewey Companies, a residential real estate development firm. Mr. Lieb was our Executive Vice President from 1990 until September 2002. During 2002, Mr. Lieb was a Senior Fellow at the SEI Center for Advanced Studies in Management at the Wharton School of the University of Pennsylvania. Mr. Lieb served as President of our Investment Systems and Services Unit from 1994 until 2001 and was President and Chief Executive Officer of our Insurance Asset Services Division from March 1989 until October 1990. From 1986 to 1989, Mr. Lieb served in various executive positions with SEI. He is a member of the board of directors of OAO Technology Solutions, Inc., a publicly traded technology company. Mr. Lieb also is the Vice Chairman and Assistant Secretary of the board of trustees for the Pennsylvania Academy of Fine Arts and a member of the board of directors of the Marine Corps Scholarship Foundation.

Carmen V. Romeo, 59, has been an Executive Vice President since December 1985 and a director since June 1979. Mr. Romeo was our Treasurer and Chief Financial Officer from June 1979 until September 1996. Mr. Romeo also is a member of the board of trustees of LaSalle University, Philadelphia, PA.

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DIRECTORS CONTINUING IN OFFICE WITH
TERMS EXPIRING IN 2004:

Alfred P. West, Jr., 60, has been the Chairman of our Board of Directors and our Chief Executive Officer since our inception in 1968. From June 1979 until August 1990, Mr. West also served as our President. He is a member of the Compensation Committee of our Board of Directors.

William M. Doran, 62, has been a director since March 1985 and is a member of the Compensation Committee of our Board of Directors. Mr. Doran is our Secretary and, since October 1976, has been a partner in the law firm of Morgan, Lewis & Bockius LLP, Philadelphia, PA, a firm that provides significant legal services to SEI, our subsidiaries, and our mutual funds. Mr. Doran is a trustee of SEI Liquid Asset Trust, SEI Tax Exempt Trust, SEI Daily Income Trust, SEI Institutional Managed Trust, SEI Index Funds, SEI Institutional International Trust, SEI Asset Allocation Trust, SEI Institutional Investments Trust, SEI Insurance Products Trust, The Arbor Fund, The Advisors’ Inner Circle Fund, The MDL Funds, and Expedition Funds, each of which is an investment company for which our subsidiaries may act as advisor, administrator and/or distributor.

DIRECTORS CONTINUING IN OFFICE WITH
TERMS EXPIRING IN 2005:

Henry H. Porter, Jr., 68, has been a director since September 1981. He is the Chairman of our Audit Committee and is a member of the Compensation and Stock Option Committees of our Board of Directors. After having served in financial management positions in two large public companies, since 1980, Mr. Porter is a private investor and has been an outside director to a number of financial services organizations. Mr. Porter is a member of the board of directors of Caldwell & Orkin Funds, Inc., which is a registered mutual fund company.

Kathryn M. McCarthy, 54, has been a director since October 1998 and is a member of the Audit and Stock Option Committees of our Board of Directors. She is a Managing Director of Rockefeller & Co., Inc., a wealth management and investment company founded by the Rockefeller family. She is a Director of the Rockefeller Trust Companies (New York and Delaware) and a member of the Trust Committees of both organizations. From February 2000 to August 2002, Ms. McCarthy was the Director of Client Advisory Services at Rockefeller & Co., Inc. Ms. McCarthy was the President of Marujupu, LLC (a New York based family office) from November 1996 to June 1999. She was a consultant to Marujupu, LLC on investment and wealth transfer matters from June 1999 to June 2000. From June 1992 to October 1996, Ms. McCarthy was a Senior Financial Counselor and portfolio manager with Rockefeller & Co., Inc., a family office and investment manager.

Sarah W. Blumenstein, 56, has been a director since May 2001 and is a member of the Audit and Stock Option Committees of our Board of Directors. From 1996 to 2002, Ms. Blumenstein was a public member of the Liaison Committee on Medical Education, which accredits all medical schools in the United States and Canada. Since 1994, Ms. Blumenstein has served as a court-appointed Special Advocate for the Juvenile Court of Cook County. Ms. Blumenstein is a member of the board of directors, Fiscal Affairs Committee, and Investment Plan Subcommittee of Lake Forest Hospital. She also serves on the board of Children’s Memorial Institute for Education and Research and on the Women’s Boards of Children’s Memorial Medical Center and Lake Forest College.

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PROPOSAL NO. 2:
APPROVAL OF INCREASE IN NUMBER OF SHARES AUTHORIZED UNDER 1998 PLAN
AND AMENDMENT AND RESTATEMENT OF 1998 PLAN

On April 8, 2003, our Board of Directors adopted an amendment to the 1998 Plan that would increase the total number of Shares authorized for issuance under the 1998 Plan from 10,215,588 Shares (plus any additional Shares that become available as a result of forfeitures or cancellations of previously issued stock options under the SEI Investments Company Stock Option Plan and the SEI Investments Company 1997 Stock Option Plan (the “Prior Plans”)) to 20,215,588 Shares (plus any additional Shares that become available as a result of forfeitures or cancellations of previously issued stock options under the Prior Plans), an increase of 10,000,000 Shares.

Our Board of Directors also approved certain additional amendments to the 1998 Plan. These amendments include the following: (i) conditioning grants under the 1998 Plan on the grantee’s acknowledgment, either by writing or by acceptance of the grant, that all decisions and determinations of the Stock Option Committee are final and binding on the grantee, the grantee’s beneficiaries, and any other person having or claiming an interest under the grant, (ii) providing for adjustments in the number, kind, or value of Shares under the 1998 Plan in the event of a merger, reorganization or consolidation of SEI, irrespective of whether SEI is the surviving corporation in such transaction, (iii) reducing the limit on the aggregate number of shares that may be subject to grants to any individual under the 1998 Plan in any calendar year to 200,000 Shares from 600,000 Shares, (iv) permitting optionees to exercise their option through attestation to ownership of previously acquired Shares, (v) modifying the exercise procedures for options under the 1998 Plan to provide greater flexibility in the manner and timing of the exercise of options and to ensure that broker-assisted cashless exercise procedures comply with the prohibition on loans to executive officers and directors under the Sarbanes-Oxley Act of 2002, (vi) changing the definition of change of control under the 1998 Plan to require the consummation of the transaction, as opposed to the approval of the transaction by our shareholders (or our Board of Directors, if shareholder approval is not required), (vii) eliminating the restriction relating to pooling-of-interests accounting treatment in connection with a change of control, (viii) providing the Stock Option Committee with the flexibility to comply with applicable laws with respect to grants under the 1998 Plan to our employees, consultants, advisors, and non-employee directors who are subject to taxation in countries other than the United States and (ix) certain clarifying changes to the 1998 Plan.

Our Board of Directors approved the foregoing amendments as part of an amendment and restatement of the 1998 Plan. Our Board of Directors has directed that the proposal to increase the number of Shares authorized for issuance under the 1998 Plan and the amendment and restatement of the 1998 Plan be submitted to our shareholders for their approval.

Our Board of Directors believes that the availability of the additional 10,000,000 Shares under the 1998 Plan is in the best interests of SEI and our shareholders because the availability of an adequate equity compensation program is an important factor in attracting and retaining qualified employees, directors, and consultants, which is essential to our success. In addition, an equity compensation program aligns the long-term interests of participants with those of the shareholders. The increase in the number of Shares authorized for issuance under the 1998 Plan will permit SEI to continue the operation of the 1998 Plan for the benefit of new participants, as well as allow additional awards to be made to current participants. Shareholder approval of the increase in the number of Shares under the 1998 Plan is necessary to comply with the listing maintenance standards of Nasdaq, and to ensure that flexibility is maintained so that the additional Shares may be granted as incentive stock options, as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

We also are seeking to have the shareholders approve the amendment and restatement of the 1998 Plan. The purpose of such approval is to continue to ensure that future grants of stock options, stock appreciation rights, performance units, and restricted Shares under the 1998 Plan that are intended to qualify for the performance-based exception to the deduction limitation of Section 162(m) of the Code will qualify for such exception.

The material features of the 1998 Plan, as amended and restated, are summarized on pages 11-15 of this proxy statement, which summary is qualified in its entirety by the actual text of the 1998 Plan. A copy of the amended and restated 1998 Plan is attached as Exhibit A to this proxy statement.

The affirmative vote of a majority of the votes cast at our 2003 Annual Meeting by the holders of the outstanding Shares is required for the approval of the amendment to the 1998 Plan to increase the number of Shares authorized for issuance under the 1998 Plan by 10,000,000 Shares, and of the amendment and restatement of the 1998 Plan. Our Board of Directors unanimously recommends that the shareholders vote FOR approval of this proposal.

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PROPOSAL NO. 3:
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

Our Audit Committee has selected PwC, independent public accountants, to serve as independent public accountants to examine SEI’s consolidated financial statements for 2003. In accordance with SEI’s past practices, this selection will be presented to the shareholders for ratification at our 2003 Annual Meeting; however, consistent with the requirements of the Sarbanes-Oxley Act of 2002, our Audit Committee has ultimate authority in respect of the selection of SEI’s independent public accountants. If the shareholders do not ratify the appointment of PwC, the selection of independent public accountants may be reconsidered by our Audit Committee. Representatives of PwC are expected to be available at our 2003 Annual Meeting to respond to appropriate questions and to make a statement if they so desire.

The affirmative vote of a majority of the votes cast at our 2003 Annual Meeting by the holders of the outstanding Shares is required for the ratification of this appointment. Our Board of Directors unanimously recommends that the shareholders vote FOR approval of this proposal.

During the year ended December 31, 2002, PwC performed certain non-audit services for us. The Audit Committee has considered whether the provision of these non-audit services is compatible with maintaining PwC’s independence. A summary of the audit and non-audit fees billed by PwC for services performed during the year ended December 31, 2002 is as follows:

Audit Fees – The aggregate fees billed for professional services rendered for the audit of our annual financial statements for the fiscal year ended December 31, 2002 and the reviews of the financial statements included in our Forms 10-Q were $341,000.

Financial Information Systems Design and Implementation Fees – During the year ended December 31, 2002, PwC rendered no professional services to us in connection with the design and implementation of financial information systems.

All Other Fees – A total of $929,208 for all other services, including: $394,900 for audit related services such as statutory audits and foreign mutual fund audits paid for by us; $150,534 for tax-related services; $217,860 for internal audit services; and $165,914 for other items.

On June 18, 2002, we filed a Current Report on Form 8-K. In this Current Report on Form 8-K, we stated that on June 14, 2002, at the direction of our Board of Directors, acting upon the recommendation of the Audit Committee, we dismissed Arthur Andersen LLP (“Andersen”) as our independent public accountants and appointed PwC to serve as our independent public accountants for the fiscal year 2002.

Andersen’s reports on our consolidated financial statements for each of the years ended December 31, 2001 and 2000 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

During the years ended December 31, 2001 and 2000 and through the filing date of the Current Report on Form 8-K, there were no disagreements with Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that, if not resolved to Andersen’s satisfaction, would have caused them to make reference to the subject matter in connection with their report on our consolidated financial statements for such years; and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

We provided Andersen with a copy of the foregoing disclosures. Attached as Exhibit 16.1 to the Current Report on Form 8-K is a copy of Andersen’s letter, dated June 17, 2002, stating that it has found no basis for disagreement with such statements.

During the years ended December 31, 2001 and 2000 and through the filing date of the Current Report on Form 8-K, we did not consult PwC with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, or any other matters or “reportable events,” in each case in the manner contemplated by Items 304(a)(2)(i) and (ii) of Regulation S-K.

During the year ended December 31, 2002, Andersen performed certain non-audit services for SEI. The Audit Committee has considered whether the provision of these non-audit services was compatible with maintaining Andersen’s independence. A summary

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of the audit and non-audit fees billed by Andersen for services performed during the year ended December 31, 2002 is as follows:

Audit Fees – The aggregate fees billed by Andersen for professional services rendered for the audit of our financial statements for the fiscal year ended December 31, 2002 and the reviews of the financial statements included in our Forms 10-Q were $15,000.

Financial Information Systems Design and Implementation Fees – During the year ended December 31, 2002, Andersen rendered no professional services to us in connection with the design and implementation of financial systems.

All Other Fees – A total of $426,564 for all other services, including $198,683 for tax- related services; and $227,881 for other items.

BOARD AND COMMITTEE MEETINGS

Our Board of Directors held five meetings in 2002. During the year, each director attended at least 75% of the meetings of our Board of Directors and of the committees on which he or she served. Standing committees of our Board of Directors are the Compensation Committee, the Stock Option Committee, and the Audit Committee.

During 2002, the Compensation Committee met five times. The principal function of the Compensation Committee is to administer our compensation programs, including certain stock plans and bonus and incentive plans. The Compensation Committee also reviews with management and approves the salaries of senior corporate officers and employment agreements between SEI and senior corporate officers. The members of the Compensation Committee are Messrs. West, Doran, and Porter.

During 2002, the Stock Option Committee met three times. The principal function of the Stock Option Committee is to administer our stock option program. The members of the Stock Option Committee are Mr. Porter, Ms. McCarthy, and Ms. Blumenstein, each of whom is an independent director.

During 2002, the Audit Committee met six times. The principal functions of the Audit Committee are to serve as an independent and objective party to monitor the integrity of our financial reporting process and systems of internal financial controls, select our independent auditors, monitor the independence and performance of our independent auditors and internal auditing activities, and provide an open avenue of communication among our independent auditors, financial and senior management, and our Board of Directors. The members of the Audit Committee are Mr. Porter, Ms. McCarthy and Ms. Blumenstein, each of whom is an independent director.

Our Board of Directors does not have a Nominating Committee. Our Board of Directors will consider nominees for election to our Board of Directors recommended by our shareholders. All such recommendations should be submitted in writing to our Board of Directors at our principal office.

OWNERSHIP OF SHARES

The following table contains information as of March 1, 2003 (except as noted) relating to the beneficial ownership of Shares by our Chief Executive Officer, each of our six other most highly compensated executive officers, each of the members of our Board of Directors, by all members of our Board of Directors and executive officers in the aggregate, and by the holders of 5% or more of the total Shares outstanding. As of March 1, 2003, there were 105,554,235 Shares outstanding. Information as to the number of Shares owned and the nature of ownership has been provided by these persons and is not within the direct knowledge of SEI. Unless otherwise indicated, the named persons possess sole voting and investment power with respect to the Shares listed.

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EXECUTIVE COMPENSATION

The Summary Compensation Table set forth below includes individual compensation information on our Chief Executive Officer and our six other most highly paid executive officers for services rendered in all capacities for the years ended December 31, 2002, 2001 and 2000.

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We have an employment agreement with Mr. West (which renews annually in May) pursuant to which he is entitled to a certain minimum base salary, a bonus based on our performance, and certain retirement benefits.

The Securities and Exchange Commission’s proxy rules also require disclosure of the range of potential realizable values from stock options granted during the fiscal year ended December 31, 2002, at assumed rates of stock price appreciation through the expiration date of the options, and the value realized from the exercise of options during the fiscal year ended December 31, 2002.

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DIRECTOR COMPENSATION

Each director who is not an employee of SEI receives $1,800 per meeting attended and an annual retainer of $10,800. The chairman of our Audit Committee receives an additional annual fee of $2,400.

On December 19, 2002, Messrs. Doran, Porter and Lieb, Ms. McCarthy and Ms. Blumenstein, our non-employee directors, each were granted options under the 1998 Plan to purchase 4,000 Shares at an exercise price of $29.42. These options have a ten-year term. Fifty percent of these options vest on December 31 of the year in which SEI attains a diluted earnings per share of $2.10 or more, and the remaining fifty percent of these options vest on December 31 of the year in which SEI attains diluted earnings per share of $3.25 or more (based upon audited financial statements); provided, that all of these options fully vest on the seventh anniversary from the date of grant.

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EQUITY COMPENSATION PLAN INFORMATION

The following table provides information regarding the aggregate number of securities to be issued under all of our equity compensation plans upon exercise of outstanding options, warrants and other rights and their weighted-average exercise price as of December 31, 2002. Material features of each of the plans reflected in the table are described in Footnote 8 to the Consolidated Financial Statements filed as part of our Annual Report on Form 10-K for the year ended December 31, 2002.

DESCRIPTION OF 1998 PLAN

The material features of the 1998 Plan, as amended and restated, are summarized below, which summary is qualified in its entirety by the actual text of the 1998 Plan. A copy of the amended and restated 1998 Plan is attached as Exhibit A to this proxy statement.

General
The 1998 Plan originally became effective on May 21, 1998. The 1998 Plan provides that grants may be in any of the following forms: (i) incentive stock options, (ii) nonqualified stock options (incentive stock options and nonqualified stock options collectively are referred to as “options”), (iii) stock appreciation rights, (iv) restricted stock and (v) performance units. To date, only nonqualified stock options have been granted under the 1998 Plan. The 1998 Plan currently authorizes the issuance of up to 10,215,588 Shares (plus any Shares that become available as a result of forfeitures or cancellations of previously issued stock options under the Prior Plans), subject to adjustment as described in the 1998 Plan. Our shareholders are being asked to consider and approve an amendment to the 1998 Plan that would, commencing on the date of our 2003 Annual Meeting, increase the number of Shares available for grants under the 1998 Plan by an additional 10,000,000 Shares, for a total of 20,215,588 Shares (plus any Shares that become available as a result of forfeitures or cancellations of previously issued stock options under the Prior Plans). Prior to the amendment and restatement of the 1998 Plan, the maximum number of Shares that could be subject to grants to any individual in any calendar year was 600,000 Shares. As a result of the amendment and the restatement of the 1998 Plan, the maximum number of Shares that may be subject to grants to any individual in any calendar year is 200,000 Shares. If any grant terminates, expires or is forfeited without having been exercised or is cancelled without the delivery of Shares, the Shares covered by such grant will again become available for issuance under the 1998 Plan.

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Administration
The 1998 Plan is administered by the Stock Option Committee. The Stock Option Committee has the authority to (i) determine the individuals to whom grants will be made, (ii) determine the type, size, and terms of the grants, (iii) determine the time when grants will be made and the duration of any applicable exercise or restriction period, and (iv) deal with any other matters arising under the 1998 Plan. The determinations of the Stock Option Committee are made in its sole discretion and are final, binding, and conclusive. The Stock Option Committee presently consists of Mr. Porter, Ms. McCarthy, and Ms. Blumenstein, each of whom is a non-employee director of SEI.

Eligibility for Participation
All employees, consultants, and advisors of SEI and our subsidiaries are eligible for grants under the 1998 Plan. Non-employee directors of SEI receive automatic grants of nonqualified stock options under the 1998 Plan and are eligible to receive discretionary grants under the 1998 Plan.

Types of Awards

Stock Options
The Stock Option Committee may grant stock options intended to qualify as incentive stock options within the meaning of section 422 of the Code (“ISOs”) or nonqualified stock options that are not intended to qualify (“NQSOs”). The terms of any stock option grant under the 1998 Plan, other than automatic stock option grants to non-employee directors (as described below), are determined by the Stock Option Committee and set forth in the grant instrument. Anyone eligible to participate in the 1998 Plan may receive a grant of NQSOs. Only employees of SEI and certain of our subsidiaries may receive a grant of ISOs. Currently, the 1998 Plan provides that the maximum number of Shares that may be granted as ISOs during the 1998 Plan’s term is 9,000,000 Shares. If the shareholders approve the increase in the number of Shares authorized for issuance under the 1998 Plan, the number of Shares that may be granted as ISOs also will be increased, so that the total number of Shares that may be granted as ISOs during the term of the 1998 Plan will be 19,000,000 Shares, an increase of 10,000,000 Shares.

The Stock Option Committee determines the period during which stock options are exercisable, subject to the limitation that stock options must be exercised no later than the tenth anniversary of the date of grant. The exercise price per Share subject to a stock option will be determined by the Stock Option Committee, will be set forth in the grant instrument and generally will not be less than the fair market value of the Shares on the date of grant. The Stock Option Committee may grant NQSOs with an exercise price less than the fair market value of a Share on the date the option is granted if the grant is subject to the satisfaction of specified performance goals determined by the Stock Option Committee. However, if the grantee of an ISO is a person who holds more than ten percent of the total combined voting power of all classes of outstanding Shares of SEI, the term may not exceed five years from the date of grant and the exercise price cannot be less than 110% of the fair market value of the Shares on the date of grant.

Non-employee directors of SEI are entitled to automatic grants of NQSOs under the 1998 Plan. Each member of our Board of Directors receives a NQSO to purchase 8,000 Shares on the date the individual first becomes a member of our Board of Directors or at such other time as the Stock Option Committee determines. Each member of our Board of Directors who is a non-employee director will receive each year on December 19 or at such other time as the Stock Option Committee determines, a NQSO to purchase 4,000 Shares; however, our Board of Directors may reduce the number of Shares subject to the annual grant at any time prior to the grant. The exercise price for automatic stock options granted to non-employee directors will equal the fair market value of the Shares on the date of grant, will have a term of ten years from the date of grant and, unless the Stock Option Committee determines otherwise, will become exercisable in four equal installments on the first four anniversaries of the date of grant. These options expire on the earliest of (i) the expiration of the term of the option, (ii) ten days after we provide notice of the sale of all or substantially all of our assets, (iii) 30 days after the non-employee director ceases to provide services to SEI for any reason other than death or disability, or (iv) one year after the non-employee director ceases to provide services to SEI as a result of death or disability.

The exercise price for any option granted under the 1998 Plan is payable in (i) cash, (ii) with the approval of the Stock Option Committee, by delivery of Shares having a fair market value on the date of exercise equal to part or all of the option exercise price or by attestation to ownership of such Shares, or (iii) by such other method as the Stock Option Committee may approve.

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Restricted Shares
The Stock Option Committee may grant restricted Shares to anyone eligible to participate in the 1998 Plan. The Stock Option Committee may require that grantees pay consideration for the restricted Shares and may establish conditions under which restrictions on the Shares will lapse over a period of time or according to such other criteria as the Stock Option Committee determines appropriate. The Stock Option Committee determines the number of Shares subject to the grant of restricted Shares and the other terms and conditions of the grant. Unless the Stock Option Committee determines otherwise, during the restriction period, the grantee will have the right to vote the restricted Shares and to receive any dividends or other distributions paid on such Shares, subject to any restrictions determined to be appropriate by the Stock Option Committee.

Stock Appreciation Rights
The Stock Option Committee may grant stock appreciation rights (“SARs”) to anyone eligible to participate in the 1998 Plan. SARs may be granted in connection with, or independently of, any option granted under the 1998 Plan. Upon exercise of an SAR, the grantee will receive an amount equal to the excess of the fair market value of the Shares on the date of exercise over the base amount set forth in the grant agreement. Such payment to the grantee will be in cash, in Shares or a combination of cash and Shares, as determined by the Stock Option Committee. The Stock Option Committee will determine the period when SARs vest and become exercisable, the base amount for SARs, and whether SARs will be granted in connection with, or independently of, any options.

Performance Units
The Stock Option Committee may grant performance units to any employee and consultant who is eligible to participate in the 1998 Plan. Each performance unit provides the grantee with the right to receive an amount based on the value of the performance unit, which is determined by the Stock Option Committee, if performance goals established by the Stock Option Committee are met. Performance units are based on the fair market value of our Shares or such other measurement base that the Stock Option Committee determines to be appropriate. The Stock Option Committee determines the number of performance units that will be granted, the requirements applicable to the units, the performance period during which performance will be measured, the performance goals applicable to the performance units, and such other conditions as the Stock Option Committee determines appropriate. The applicable performance goals may relate to the financial performance of SEI or its operating units, the performance of the Shares, the grantee’s performance, or such other criteria that the Stock Option Committee determines appropriate. If the performance goals are met, performance units will be paid to the grantee in cash, in Shares or a combination of cash and Shares, as determined by the Stock Option Committee.

Qualified-Performance Compensation
The 1998 Plan permits the Stock Option Committee to impose and specify objective performance goals that must be met with respect to grants of discounted options, restricted Shares, and performance units to employees. The Stock Option Committee will determine the performance periods for the performance goals. Forfeiture of all or part of any such grant will occur if the performance goals are not met, as determined by the Stock Option Committee. Prior to, or soon after the beginning of, the performance period, the Stock Option Committee will establish in writing the performance goals that must be met, the applicable performance periods, the amounts to be paid if the performance goals are met, and any other conditions. If discounted options, restricted Shares or performance units are measured with respect to the fair market value of our Shares, not more than 100,000 Shares may be granted to any employee for a performance period. If performance units are measured with respect to other criteria, the maximum amount that may be paid to an employee with respect to a performance period is $1,000,000.

The performance goals, to the extent designed to meet the requirements of section 162(m) of the Code, will be based on one or more of the following measures applicable to the employee’s business unit or SEI and our subsidiaries as a whole, or a combination of the two: stock price, earnings per share, net earnings, operating earnings, return on assets, shareholder return, return on equity, growth in assets, unit volume, sales, market share, or strategic business criteria consisting of one or more objectives based on meeting specified revenue goals, market penetration goals, geographic business expansion goals, cost targets, or goals relating to acquisitions or divestitures.

Change of Control
In the event of a change of control of SEI, all outstanding options and SARs will become fully exercisable, the restrictions and conditions on all outstanding restricted Shares will immediately lapse, and grantees holding performance units will receive a payment in

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settlement of such performance units, in an amount determined by the Stock Option Committee, based on the grantee’s target payment for the performance period and the portion of the performance period that precedes the change of control. If we are not the surviving corporation in a change of control (or we survive as a subsidiary of another corporation), unless our Board of Directors determines otherwise, all outstanding options and SARs that are not exercised will be assumed, or replaced with, comparable options or rights by the surviving corporation. Our Board of Directors also may take any of the following actions in the event of a change in control of SEI: (i) require surrender of outstanding options and SARs in exchange for payment of cash or Shares in an amount by which the fair market value of the Shares exceeds the exercise price of the option or base amount of the SAR, or (ii) after giving participants the opportunity to exercise outstanding options and SARs, terminate any or all unexercised options and SARs. The Stock Option Committee may limit the application of actions on outstanding grants in the event of a change of control if (i) the grantee will receive a payment that will be subject to the excise tax under section 4999 of the Code, and (ii) the imposition of the limits will result in the grantee receiving a larger amount on an after-tax basis than if the Stock Option Committee did not take any action.

Amendment and Termination of the 1998 Plan
Our Board of Directors may amend or terminate the 1998 Plan at any time, subject to shareholder approval, if required in order to comply with certain provisions of the Code. Unless sooner terminated by our Board of Directors or extended by our Board of Directors with approval of our shareholders, the 1998 Plan will terminate on May 20, 2008.

Grants Under the 1998 Plan
As of February 28, 2003, approximately 1,890 employees, one consultant and five non-employee directors were eligible for grants under the 1998 Plan. As of December 31, 2002, stock options to purchase an aggregate of 10,108,650 Shares (net of cancellations) had been granted under the 1998 Plan, and 106,938 Shares were available for future grants. No Shares remain outstanding or have been granted with respect to SARs, restricted stock or performance units. If the amendment to the 1998 Plan to increase the total number of Shares authorized to be issued under the 1998 Plan is approved, the total number of Shares that may be issued under the 1998 Plan will be 20,215,588 Shares (plus any additional Shares that become available as a result of forfeitures or cancellations of previously issued stock options under the Prior Plans), meaning that 10,106,938 Shares (plus any additional Shares resulting from forfeitures or cancellations of previously issued stock options under the Prior Plans) will be available for future issuance under the 1998 Plan.

No grants have been made under the 1998 Plan with respect to Shares that are subject to shareholder approval at our 2003 Annual Meeting. It currently is not possible to predict the number of Shares that will be granted or who will receive any grants under the 1998 Plan after our 2003 Annual Meeting.

The last sales price of our Common Stock on April 21, 2003, was $26.47 per Share.

Federal Income Tax Consequences
The following is a brief description of the U.S. federal income tax consequences generally arising with respect to grants that may be awarded under the 1998 Plan. This discussion is intended for the information of our shareholders considering how to vote at our 2003 Annual Meeting and not as tax guidance to individuals who participate in the 1998 Plan.

The grant of an ISO or NQSO will create no tax consequences for the participant or SEI. A participant will not recognize taxable income upon exercising an ISO (except that the alternative minimum tax may apply), and SEI will receive no deduction at that time. Upon exercising an NQSO, the participant generally must recognize ordinary income equal to the difference between the exercise price and the fair market value of the freely transferable and non-forfeitable Shares received. SEI will be entitled to a deduction equal to the amount recognized as ordinary income by the participant.

A participant’s disposition of Shares acquired upon the exercise of an option generally will result in capital gain or loss measured by the difference between the sale price and the participant’s tax basis in such Shares. The participant’s basis in an NQSO is equal to the aggregate of the exercise price paid and the amount the participant recognized as ordinary income upon the exercise of the option. The participant’s basis in Shares acquired by exercise of an ISO and held for the applicable holding period (a period of at least one year from the date the ISO was exercised and two years from the ISO date of grant) is the exercise price of the ISO. Generally, there will be no tax consequences to SEI in connection with a disposition of Shares acquired under a stock option, except that SEI will be entitled to a deduction (and the participant will recognize ordinary income) if

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Shares acquired upon exercise of an ISO are disposed of before the applicable ISO holding periods have been satisfied.

With respect to the grant of restricted Shares that are restricted as to transferability and subject to a substantial risk of forfeiture, the participant generally must recognize ordinary income equal to the fair market value of the Shares received at the time that the Shares become transferable or are not subject to a substantial risk of forfeiture, whichever occurs earlier. SEI generally will be entitled to a deduction in an amount equal to the ordinary income recognized by the participant. A participant may elect to be taxed at the time of receipt of such restricted Shares rather than upon the lapse of the restriction on transferability or substantial risk of forfeiture, but if the participant subsequently forfeits the Shares, the forfeiture will be treated as a sale or exchange upon which is realized a loss equal to the excess (if any) of the amount paid (if any) for such property over the amount realized (if any) upon such forfeiture and if such property is a capital asset in the hands of the participant, such loss will be a capital loss. Such election must be made and filed with the Internal Revenue Service within 30 days after receipt of the Shares. A participant’s disposition of Shares after the restrictions lapse will result in capital gain or loss measured by the difference between the sale price and the participant’s tax basis in such Shares.

The grant of an SAR or performance unit will not result in income for the participant or in a tax deduction to SEI. Upon exercise of an SAR or meeting of performance goals for a performance unit, the participant will recognize ordinary income in an amount that equals the fair market value of any Shares and/or cash received, and SEI will be entitled to a tax deduction in the same amount. A participant’s disposition of Shares received upon exercise of an SAR or meeting the performance goals for a performance unit will result in capital gain or loss measured by the difference between the sale price and the participant’s tax basis in such Shares.

Section 162(m) of the Code generally disallows a public corporation’s tax deduction for compensation paid to its chief executive officer or any of its four other most highly compensated officers in excess of $1,000,000 in any year. Compensation that qualifies as “performance-based compensation” is excluded from the $1,000,000 deductibility cap, and therefore remains fully deductible by the corporation that pays it. SEI intends that options and SARs granted at no less than fair market value of our Shares will qualify as performance-based compensation. Although SEI intends that discounted options, restricted stock and performance units, the settlement of which are conditioned upon achievement of performance goals based upon the criteria set forth above, will qualify as “performance-based compensation,” such grants may not always meet these requirements.

Notwithstanding anything to the contrary, the following reports of the compensation committee and the audit committee and the performance graph on page 18 shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the securities act of 1933, as amended, or under the exchange act, except to the extent that SEI specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.

COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION

The Compensation Committee, consisting of two non-employee directors and Mr. West, SEI’s Chairman, Chief Executive Officer, and largest shareholder, approves all policies and plans under which compensation is paid or awarded to management employees. Included in this group are management-level employees of all of its business units other than sales employees who are under sales commission compensation plans.

SEI’s compensation philosophy (which is intended to apply to all members of management, including SEI’s Chairman and Chief Executive Officer), as implemented by the Compensation Committee, is to provide a compensation program for management that results in competitive levels of compensation and that emphasizes incentive plans aligned with attaining SEI’s annual goals and longer-term objectives. SEI believes that this approach enables SEI to attract, retain, and reward highly qualified personnel and helps SEI achieve its goals.

The compensation program consists of base salary, bonuses pursuant to an annual incentive plan, and grants of stock options (in addition to benefits afforded to all employees, such as healthcare insurance and stock purchase and defined contribution plans).

In 1997, the Compensation Committee retained an independent compensation consulting firm to review compensation levels for senior management and its overall compensation program. Its review included a comparison of the compensation of SEI’s senior management (approximately 20 senior executives) to the compensation for senior management of comparable companies,

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as well as interviews with individual members of SEI’s management. As a result of this review, the Compensation Committee implemented certain changes in the compensation program to align compensation more closely to the long- and short-term profitability of SEI and to other SEI financial goals and to encourage long-term stock ownership by senior management.

The discussion below describes the Compensation Committee’s compensation process for 2002 and its strategies for compensation in 2003.

Base Salaries
The Compensation Committee seeks to set base salaries for management employees at levels that are competitive with salaries paid to management with comparable qualifications, experience, and responsibilities at companies of comparable size engaged in the same or similar businesses as SEI. Since 1992, the Compensation Committee has minimized base salary increases. The Compensation Committee expects to continue to minimize base salary increases, with incentive compensation tied to performance objectives constituting a large portion of overall compensation. Base salaries, however, may be adjusted for individuals to reflect competitive job market conditions or if an employee is promoted or given increased responsibilities.

Incentive Bonuses
During the first quarter of each year, the Compensation Committee reviews target performance goals that are developed by SEI’s Chief Executive Officer and senior management of each business unit of SEI. The Compensation Committee uses these to set threshold and target performance goals for purposes of the incentive compensation plan for the year. Goals are established at the corporate level and also at the business-unit levels. Bonus pools for achieving targets are established for business units and for senior management (including SEI’s Chief Executive Officer). Each individual then is assigned a target compensation award. For 2002, this award was based on two indices: a corporate goal index and a unit goal index. There is an accelerator for performance that exceeds either the corporate or unit goals, as well as a decelerator for performance that falls short of goals. Although sales compensation continues to be based in part on a standard revenue payout, also incorporated in the computation of sales compensation are a corporate-goal index and a unit-goal index, with dampened accelerators and decelerators.

During December of each year, the Compensation Committee reviews SEI’s actual performance as compared to the threshold and target goals and determines the total amount of bonuses for the year and the specific bonus to be paid to SEI’s Chief Executive Officer. In addition, the size of the final bonus pools may be adjusted for nonfinancial achievements, changes in the business units, or other organizational changes during the year. The amount of the bonus paid to each member of senior management (other than SEI’s Chief Executive Officer) is based upon recommendations from SEI’s Chief Executive Officer and reflects, in addition to SEI’s overall performance, the performance of the individual’s business unit and any individual achievements during the year, as well as internal and client evaluations. The amount of the bonus paid to SEI’s Chief Executive Officer is determined by the non-employee members of the Compensation Committee based on SEI’s achievement of profitability and revenue growth goals and strategic organizational goals. In each case, the incentive compensation plan determines the starting point for these bonuses and, in most cases, reflects the amount of bonus ultimately awarded.

SEI achieved approximately 90% of its corporate earnings-per-share goal for 2002 but because of decelerators tied to corporate goals and the fact that not all business units achieved their targets, the incentive compensation payments for 2002 were 55% of the 2002 target amounts for most business units with the exception of four small business units in the Global segment which received higher percentages and the senior management team which received bonuses at the rate of 45%. The total of incentive compensation paid for 2002 was approximately $1.4 million less than paid in 2001. Overall, the total of incentive and sales compensation paid for 2002 was 4% less than that paid for 2001.

For 2003, the Compensation Committee again adopted an incentive compensation plan that is based on assigning each employee an individual target compensation award. The actual award is then based on the achievement of (1) the corporate goal and (2) the employee’s business unit goals. The Compensation Committee believes that the establishment of individual target awards and objective measurement standards gives employees more predictability as to the incentive compensation to be achieved.

Stock Options
Prior to 1992, SEI’s philosophy was to grant stock options to senior management as an additional form of compensation for services rendered. In accordance with this philosophy, senior

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management normally would receive option grants each year, except for Mr. West, who has never received stock option grants from SEI. The Compensation Committee makes general recommendations regarding the use of stock options in compensating employees. However, SEI’s Board of Directors has a Stock Option Committee whose principal function is to administer SEI’s equity compensation plans. The Stock Option Committee met five times in 2002.

Stock option grants are viewed by the Compensation Committee as an important means of aligning the interest of management and employees with shareholders. At the end of 1997, SEI implemented changes in its stock option plans and related plans for the purpose of encouraging long-term stock ownership by employees and to tie the vesting of stock options to SEI’s financial performance. Beginning with stock options granted at the end of 1997, the stock options vest at a rate of 50% when a specified earnings-per-share target is achieved and the remaining 50% when a second, higher specified earnings-per-share target is achieved. In any event, the options fully vest after seven years. For 2002, the Compensation Committee recommended increasing the number of employees eligible for year-end stock options. Options were granted to 572 employees in December 2002, compared to 528 employees in 2001. The increased number of employees was due to the increase in employees at SEI generally and further expansion of the number of management employees.

Application of Section 162(m)
In connection with its decisions regarding the above-discussed awards and payments, the Compensation Committee considered the deductibility of compensation under Section 162(m) of the Code. Section 162(m) limits the deduction that may be claimed by a “public company” for compensation up to $1 million paid to certain individuals, except to the extent that any excess compensation is “performance-based compensation.”

Compensation Committee:
Alfred P. West, Jr.
William M. Doran
Henry H. Porter, Jr.

COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION

The members of our Compensation Committee are Messrs. West, Doran, and Porter. Mr. West is our Chairman, Chief Executive Officer, and largest shareholder. Mr. Doran is a partner in the law firm of Morgan, Lewis & Bockius LLP, which performed services for SEI during the year ended December 31, 2002. SEI intends to retain the services of this firm in 2003.

AUDIT COMMITTEE REPORT

The Audit Committee of SEI’s Board of Directors (the “Audit Committee”) is composed of three independent directors and operates under a written charter adopted by SEI’s Board of Directors that complies with the rules adopted by the Nasdaq National Market. The members of the Audit Committee are Henry H. Porter, Jr. (Chair), Kathryn M. McCarthy, and Sarah W. Blumenstein. The Audit Committee selects SEI’s independent accountants.

Management is responsible for SEI’s internal controls and the financial reporting process. The independent accountants are responsible for performing an independent audit of SEI’s consolidated financial statements in accordance with generally accepted auditing standards and for issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

In June 2002, acting upon the recommendation of the Audit Committee, SEI dismissed Arthur Andersen as SEI’s independent public accountants. After a process of written submissions and interviews with the remaining major accounting firms, in which both an internal company audit committee and the Audit Committee participated, the Audit Committee in June 2002 recommended the appointment of PricewaterhouseCoopers LLP to serve as SEI’s independent public accountants for 2002.

Pursuant to requirements of the Sarbanes-Oxley Act of 2002, the Audit Committee also participated in the design of disclosure controls and procedures for SEI; formation of a disclosure committee for SEI in connection with its disclosure controls and procedures; and in management’s procedures for certification of quarterly and annual financial reports.

The Audit Committee met six times in 2002 and held discussions with management and the independent accountants. Management

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represented to the Audit Committee that SEI’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent accountants. The Audit Committee discussed with the independent accountants the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees).

SEI’s independent accountants also provided to the Audit Committee the written disclosures required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and the Audit Committee discussed with the independent accountants that firm’s independence.

Based upon the Audit Committee’s discussions with management and the independent accountants and the Audit Committee’s review of the representation of management and the report of the independent accountants to the Audit Committee, the Audit Committee recommended that SEI’s Board of Directors include the audited consolidated financial statements in SEI’s Annual Report on Form 10-K for the year ended December 31, 2002 filed with the Securities and Exchange Commission.

Audit Committee:

Henry H. Porter, Jr. (Chair)
Kathryn M. McCarthy
Sarah W. Blumenstein

STOCK PRICE PERFORMANCE GRAPH

The Stock Price Performance Graph below compares the yearly percentage change in the cumulative total return (based upon changes in share prices) of our Common Stock against the Nasdaq National Market System (“Nasdaq Market Index”) and a peer industry group that consists of software and data processing companies (40%) and financial and fund management companies (60%). The percentage allocation for each industry group is based on the approximate percentage of our revenue attributable to each line of business during the fiscal year ended December 31, 2002. The graph assumes a $100 investment on January 1, 1997 and the reinvestment of all dividends.

Comparison of 5-Year Cumulative Total Return of SEI Investments, Peer Group, and NASDAQ Index ($)

Assumes $100 Invested on Jan. 1, 1997
Assumes Dividend Reinvested
Fiscal Year Ending Dec. 31, 2001

OTHER MATTERS

As of the date of this Proxy Statement, management knows of no other matters to be presented for action at our 2003 Annual Meeting. However, if any further business should properly come before our 2003 Annual Meeting, the persons named as proxies in the accompanying proxy card will vote on such business in accordance with their best judgment.

SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than ten percent of our Common Stock to file reports of ownership and changes in ownership of our Common Stock and any other equity securities with the Securities and Exchange Commission and the NASD. Executive officers, directors, and greater-than-ten-percent shareholders are required by Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) forms they file.

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Based solely on our review of the copies of Forms 3, 4, and 5 furnished to us, or written representations from certain reporting persons that no such Forms were required to be filed by such persons, we believe that all of our executive officers, directors, and greater-than-ten-percent shareholders complied with all Section 16(a) filing requirements applicable to them during 2002, except that Robert Crudup failed to timely file a Form 4 report for two transactions, Richard B. Lieb failed to timely file two Form 4 reports for two transactions, and Alfred P. West, Jr. included in a Form 4 report six gift transactions, seven purchase transactions, and two sale transactions made by several trusts that were inadvertently omitted from prior Form 4 reports.

SOLICITATION OF PROXIES

The accompanying proxy card is solicited on behalf of our Board of Directors. Following the original mailing of the proxy materials, proxies may be solicited personally by our officers and employees, who will not receive additional compensation for these services. We will reimburse banks, brokerage firms, and other custodians, nominees, and fiduciaries for reasonable expenses incurred by them in sending proxy material to beneficial owners of Shares.

PROPOSALS OF SHAREHOLDERS

Proposals which shareholders intend to present at our next annual meeting of Shareholders must be received by our Secretary at our principal offices (Oaks, PA 19456-1100) no later than December 26, 2003.

ADDITIONAL INFORMATION

We will provide without charge to any person from whom a proxy is solicited by our Board of Directors, upon the written request of such person, a copy of our 2002 Annual Report on Form 10-K, including the financial statements and schedules thereto, required to be filed with the Securities and Exchange Commission pursuant to Rule 13a-1 under the Securities Exchange Act of 1934, as amended. Any such written requests should be directed to Murray A. Louis, Vice President, at our principal offices (Oaks, PA 19456-1100).

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EXHIBIT A:
SEI INVESTMENTS COMPANY 1998 EQUITY COMPENSATION PLAN
(As Amended and Restated, April 8, 2003)

The purpose of the SEI Investments Company 1998 Equity Compensation Plan, as amended and restated April 8, 2003 (the “Plan”) is to provide (i) designated employees of SEI Investments Company (the “Company”) and its subsidiaries, (ii) certain consultants and advisors who perform services for the Company or its subsidiaries and (iii) non-employee members of the Board of Directors of the Company (the “Board”) with the opportunity to receive grants of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock and performance units. The Company believes that the Plan will encourage the participants to contribute materially to the growth of the Company, thereby benefitting the Company’s shareholders, and will align the economic interests of the participants with those of the shareholders. For purposes of the Plan, the term subsidiary shall refer to any company (whether a corporation, partnership, joint venture or other entity) in which the Company owns, directly or indirectly, a majority of the shares of capital stock or other equity interest.

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Committee shall approve the form and provisions of each Grant Instrument. Grants under a particular Section of the Plan need not be uniform as among the grantees.

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This proxy is solicited on behalf of the Board of Directors

     The undersigned shareholder of SEI Investments Company (the “Company”) hereby appoints Lori L. White and Michelle W. Vaughn, or either of them (with full power to act alone in the absence of the other and with full power of substitution in each), the proxy or proxies of the undersigned, and hereby authorizes either of them to represent and to vote as designated on the reverse, all shares of Common Stock of the Company held of record by the undersigned at the close of business on April 10, 2003, at the Annual Meeting of Shareholders to be held on May 28, 2003, and at any adjournments thereof.

(If you noted any Address Changes above, please mark corresponding box on the reverse side.)

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)