SEI CORP
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.17.2
<SEQUENCE>3
<FILENAME>dex10172.txt
<DESCRIPTION>SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT
<TEXT>
<PAGE>

                                 EXHIBIT 10.17.2
                   SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

<PAGE>


                             SEI INVESTMENTS COMPANY

                                   ----------

                                SECOND AMENDMENT
                          Dated as of February 19, 2003

                                       to

                             NOTE PURCHASE AGREEMENT
                          Dated as of February 24, 1997

                                   ----------

                  Re: $20,000,000 7.20% Senior Notes, Series A,
                              due February 24, 2007

                                       and

                    $15,000,000 7.27% Senior Notes, Series B,
                              due February 24, 2012

<PAGE>


                             SEI INVESTMENTS COMPANY
                            Oaks, Pennsylvania 19456

                                SECOND AMENDMENT

                          Dated as of February 19, 2003

                                       To

                             NOTE PURCHASE AGREEMENT

                          Dated as of February 24, 1997

                  RE: $20,000,000 7.20% Senior Notes, Series A,
                              due February 24, 2007

                                       and

                    $15,000,000 7.27% Senior Notes, Series B,
                              due February 24, 2012

To the Noteholders Which are Signatories
to this Amendment

     Reference is made to the Note Purchase Agreement, dated as of February 24,
1997 (the "Original Note Agreement"), among the undersigned, SEI INVESTMENTS
COMPANY, a Pennsylvania corporation (the "Company"), and each of the Purchasers
named on Schedule A thereto (the "Purchasers"), as amended by the First
Amendment to Note Purchase Agreement dated as of December 15, 1998 among the
Company and the Noteholders signatories thereto (the "First Amendment"; the
Original Note Purchase Agreement, as amended by the First Amendment is
hereinafter referred to as the "Note Agreement"). Unless otherwise herein
defined or the context hereof shall otherwise require, capitalized terms used in
this Second Amendment (the or this "Second Amendment"), shall have the
respective meanings specified in the Note Agreement.

                                    RECITALS:

     A. The Company and each of the Purchasers have heretofore entered into the
Note Agreement. The Company has heretofore issued $20,000,000 aggregate
principal amount of its 7.20% Senior Notes, Series A, due February 24, 2007 (the
"Series A Notes") and $15,000,000 aggregate principal amount of its 7.27% Senior
Notes, Series B, due February 24, 2012 (the "Series B Notes", the Series A Notes
and Series B Notes are hereinafter collectively referred to as the "Notes"). On
the date hereof, $15,000,000 aggregate principal amount of the Series A Notes
and $10,000,000 aggregate principal amount of the Series B Notes are
outstanding.

<PAGE>

     B. The Company and the holders of the Notes (the "Noteholders") now desire
to amend the Note Agreement in the respects, but only in the respects,
hereinafter set forth.

     C. All requirements of law have been fully complied with and all other acts
and things necessary to make this Second Amendment a valid, legal and binding
instrument according to its terms for the purposes herein expressed have been
done or performed.

     NOW, THEREFORE, the Company requests the following amendments to the Note
Agreement, and, based on the representations and warranties of the Company
herein set forth and subject to the terms and conditions herein provided, the
Noteholders are willing to enter into such amendments.

SECTION 1. AMENDMENTS.

     Section 1.1. Amendment to Section 10.1. Section 10.1 of the Note Agreement
shall be and is hereby amended in its entirety to read as follows:

          "Section 10.1. Fixed Charges Coverage Ratio. (a) The Company will not,
     at any time on or before December 31, 2002, permit the Fixed Charges
     Coverage Ratio to be less than 1.25 to 1.

          (b) The Company will not, at any time after December 31, 2002, permit
     the Fixed Charges Coverage Ratio to be less than 2.50 to 1."

     Section 1.2. Amendment to Section 10.2(a). Section 10.2(a) of the Note
Agreement shall be and is hereby amended in its entirety to read as follows:

          "(a) The Company will not (i) at any time on or before December 31,
     2002, permit Consolidated Debt to exceed 65% of Consolidated Capitalization
     and (ii) at any time after December 31, 2002, permit Consolidated Debt to
     exceed 40% of Consolidated Capitalization."

     Section 1.3. Amendment to Section 10.3. Section 10.3 of the Note Agreement
shall be and is hereby amended in its entirety to read as follows:

          "Section 10.3. Consolidated Net Worth. (a) The Company will not, at
     any time on or before September 30, 1998, permit Consolidated Net Worth to
     be less than the sum of (i) $30,000,000, plus (ii) an aggregate amount
     equal to 30% of its Consolidated Net Income (but, in each case, only if a
     positive number) for each completed fiscal year beginning with the fiscal
     year ending on December 31, 1997, plus (iii) 30% of its Consolidated Net
     Income (but only if a positive number) for the period beginning on the
     first day of the then current fiscal year and ending at the end of the then
     most recently completed fiscal quarter.

          (b) The Company will not, at any time after September 30, 1998 and on
     or before December 31, 1999, permit Consolidated Net Worth to be less than

<PAGE>

     the sum of (i) $43,000,000, plus (ii) 25% of its Consolidated Net Income
     (but only if a positive number) for the period beginning on the first day
     of the fiscal year ending on December 31, 1999 and ending at the end of the
     then most recently completed fiscal quarter.

          (c) The Company will not, at any time after December 31, 1999 and on
     or before December 31, 2002, permit Consolidated Net Worth to be less than
     the sum of (i) $43,000,000, plus (ii) an amount equal to 25% of its
     Consolidated Net Income (but only if a positive number) for the fiscal year
     ending on December 31, 1999, plus (iii) an aggregate amount equal to 50% of
     its Consolidated Net Income (but, in each case, only if a positive number)
     for each completed fiscal year beginning with the fiscal year ending on
     December 31, 2000, plus (iv) 50% of its Consolidated Net Income (but only
     if a positive number) for the period beginning on the first day of the then
     current fiscal year and ending at the end of the then most recently
     completed fiscal quarter.

          (d) The Company will not, at any time after December 31, 2002, permit
     Consolidated Net Worth to be less than the sum of (i) $150,000,000, plus
     (ii) an aggregate amount equal to 40% of its Consolidated Net Income (but,
     in each case, only if a positive number) for each completed fiscal year
     beginning with the fiscal year ending on December 31, 2003, plus (iii) 40%
     of its Consolidated Net Income (but only if a positive number) for the
     period beginning on the first day of the then current fiscal year and
     ending at the end of the then most recently completed fiscal quarter."

SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     To induce the Noteholders to execute and deliver this Second Amendment
(which representations shall survive the execution and delivery of this Second
Amendment), the Company represents and warrants to the Noteholders that:

          (a) this Second Amendment has been duly authorized, executed and
     delivered by it and this Second Amendment constitutes the legal, valid and
     binding obligation, contract and agreement of the Company enforceable
     against it in accordance with its terms, except as enforcement may be
     limited by bankruptcy, insolvency, reorganization, moratorium or similar
     laws or equitable principles relating to or limiting creditors' rights
     generally;

          (b) the Note Agreement, as amended by this Second Amendment,
     constitutes the legal, valid and binding obligation, contract and agreement
     of the Company enforceable against it in accordance with its terms, except
     as enforcement may be limited by bankruptcy, insolvency, reorganization,
     moratorium or similar laws or equitable principles relating to or limiting
     creditors' rights generally;

          (c) the execution, delivery and performance by the Company of this
     Second Amendment (i) has been duly authorized by all requisite corporate
     action, (ii) does not

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     require the consent or approval of any governmental or regulatory body or
     agency, and (iii) will not (A) violate (1) any provision of law, statute,
     rule or regulation or its Articles of Incorporation or bylaws, (2) any
     order of any court or any rule, regulation or order of any other agency or
     government binding upon it, or (3) any provision of any material indenture,
     agreement or other instrument to which it is a party or by which its
     properties or assets are or may be bound, or (B) result in a breach or
     constitute (alone or with due notice or lapse of time or both) a default
     under any indenture, agreement or other instrument referred to in clause
     (iii)(A)(3) of this Section 2(c);

          (d) as of the date hereof and after giving effect to this Second
     Amendment, no Default or Event of Default has occurred which is continuing;
     and

          (e) all the representations and warranties contained in Section 5 of
     the Note Agreement are true and correct in all material respects with the
     same force and effect as if made by the Company on and as of the date
     hereof.

SECTION 3. CONDITIONS TO EFFECTIVENESS OF THIS SECOND AMENDMENT.

          This Second Amendment shall not become effective until, and shall
become effective when, each and every one of the following conditions shall have
been satisfied:

          (a) executed counterparts of this Second Amendment, duly executed by
     the Company and the holders of at least 51% of the outstanding principal
     amount of the Notes, shall have been delivered to the Noteholders;

          (b) the representations and warranties of the Company set forth in
     Section 2 hereof are true and correct on and with respect to the date
     hereof;

          (c) the Company shall have paid all costs and expenses incurred by the
     Noteholders in connection with the consummation of the transactions
     contemplated by this Second Amendment, including, without limitation, the
     fees and expenses of Chapman and Cutler, special counsel to the
     Noteholders, which are reflected in statements of such counsel rendered on
     or prior to the effective date of this Second Amendment; and

          (d) in consideration of the agreement of the Noteholders to amend the
     Note Agreement as set forth in Section 1, each Noteholder shall have
     received a fee equal to 0.15% of the unpaid principal amount of the Notes
     held by such Noteholder, whether or not such Noteholder shall have executed
     and delivered a counterpart to this Second Amendment.

Upon receipt of all of the foregoing, this Second Amendment shall become
effective.

<PAGE>

SECTION 4. MISCELLANEOUS.

     Section 4.1. Construction. This Second Amendment shall be construed in
connection with and as part of the Note Agreement, and except as modified and
expressly amended by this Second Amendment, all terms, conditions and covenants
contained in the Note Agreement and the Notes are hereby ratified and shall be
and remain in full force and effect.

     Section 4.2. Notices. Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
Second Amendment may refer to the Note Agreement without making specific
reference to this Second Amendment but nevertheless all such references shall
include this Second Amendment unless the context otherwise requires.

     Section 4.3. Captions. The descriptive headings of the various Sections or
parts of this Second Amendment are for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.

     Section 4.4. Governing Law. This Second Amendment shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by,
the law of the State of New York excluding choice-of-law principles of the law
of such State that would require the application of the laws of a jurisdiction
other than such State.

     Section 4.5. Counterparts. The execution hereof by you shall constitute a
contract between us for the uses and purposes hereinabove set forth, and this
Second Amendment may be executed in any number of counterparts, each executed
counterpart constituting an original, but all together only one agreement.

<PAGE>

     IN WITNESS WHEREOF, the Company and the Noteholders have caused this Second
Amendment to be executed, all as of the day and the year first above-written.

                                          SEI INVESTMENTS COMPANY


                                          By: /s/ Kathy Heilig
                                              ----------------------------------
                                              Its: Vice President and Controller

Accepted and Agreed to:

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

By: CIGNA Investments, Inc.


    By:  /s/ David M. Cass
         ----------------------------------
         Its: Managing Director

CONNECTICUT GENERAL LIFE INSURANCE COMPANY, on
    behalf of one or more separate accounts

By: CIGNA Investments, Inc.


    By:  /s/ David M. Cass
         ----------------------------------
         Its: Managing Director

NATIONWIDE LIFE INSURANCE COMPANY


    By:  /s/ Mark W. Poeppelman
         ----------------------------------
         Its: Vice President

INSURANCE COMPANY OF NORTH AMERICA


By:
    ---------------------------------------
    Its:

PACIFIC EMPLOYERS INSURANCE COMPANY


By:
    ---------------------------------------
    Its:

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