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                                                                     EXHIBIT 4.9

                             PLAN MERGER INSTRUMENT



        INSTRUMENT OF MERGER made as of the 16th day of November, 2000 by and
among Safeguard Scientifics, Inc., a corporation duly organized and existing
under the laws of the Commonwealth of Pennsylvania, as the Plan Administrator of
the Safeguard Scientifics Money Purchase Pension Plan (the "First Plan"), and as
the Plan Administrator of the Safeguard Scientifics, Inc. Retirement Plan (the
"Surviving Plan"), Thomas E. Fleming, Dorinda K. Culp and Janet L. Hoffman, as
Trustees of the Safeguard Scientifics Money Purchase Pension Plan Trust (the
"First Plan Trust"), and Thomas E. Fleming, Dorinda K. Culp and Janet L.
Hoffman, as Trustees of the Safeguard Scientifics, Inc. Retirement Plan Trust
(the "Surviving Plan Trust").

                                   WITNESSETH:


        WHEREAS, effective January 1, 1986 the Plan Sponsor did establish the
First Plan and the First Plan Trust; and

        WHEREAS, the Plan Sponsor has thereafter continuously maintained the
First Plan and the First Plan Trust, each under instruments from time to time
amended; and

        WHEREAS, effective January 1, 1981 the Plan Sponsor did establish the
Surviving Plan and the Surviving Plan Trust; and

        WHEREAS, the Plan Sponsor has thereafter continuously maintained the
Surviving Plan and the Surviving Plan Trust, each under instruments from time to
time amended; and

        WHEREAS, the Board of Directors has, by resolution dated November 16,
2000 directed the merger of the First Plan and the First Plan Trust into the
Surviving Plan and Surviving Plan Trust, respectively, and has directed the
officers of the Plan Sponsor to take such actions as are necessary or desirable
to effectuate such merger.

        NOW, THEREFORE, the parties hereto, desiring to memorialize the merger
of the First Plan into the Surviving Plan and the merger of the First Plan Trust
into the Surviving Plan Trust, do agree and ordain as follows:

        (1)     The First Plan is merged into, and becomes a part of, the
                Surviving Plan as of January 1, 2001, which Surviving Plan shall
                be known as the Safeguard Scientifics, Inc. Retirement Plan.

        (2)     All account balances under the First Plan hereby become account
                balances under the Surviving Plan, and all benefits in "pay
                status" under the First Plan as of the date of the merger shall
                become benefits in "pay status" under the Surviving Plan.

        (3)     The First Plan Trust is merged into, and becomes a part of, the
                Surviving Plan Trust as of January 1, 2001, which Surviving Plan
                Trust shall be known as the Safeguard Scientifics, Inc.
                Retirement Plan Trust.

        (4)     All assets and liabilities of the First Plan hereby become
                assets and liabilities of the Surviving Plan.

        (5)     All elections, waivers, consents, designations, directions,
                qualified domestic orders and other exercises of rights and
                privilege under the First Plan shall be deemed effective and
                applicable with respect to the Surviving Plan as of the
                effective date of the merger.

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        (6)     The Agreement and Declaration of Trust, as amended to date,
                pursuant to which the Surviving Plan Trust is established and
                maintained, is hereby ratified and affirmed by the parties
                thereto.

        (7)     The appointment of Safeguard Scientifics, Inc. as the Plan
                Administrator of the Surviving Plan is hereby ratified and
                affirmed.

        IN WITNESS WHEREOF, and to memorialize the merger evidenced hereby, the
        parties hereto have caused this instrument to be executed by their
        respective authorized representatives.



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        Trustee                            Trustee