to
preclude any distribution not permitted by Section 409A(a)(2) of the Code,
acceleration of payment not permitted by Section 409A(a)(3) and election not
permitted by Section 409A(a)(4) of the Code; and (ii) the Company may amend the
Plan as it deems necessary or appropriate to avoid benefits under the Plan from
being included in gross income for Federal income tax purposes by reason of
Section 409A(a)(1)(A) of the Code.
Notwithstanding the foregoing, the Company
provides no promise or warranty that payments or credits under the Plan will not
be subjected to Sections 409A(a)(1)(A) or 409A(a)(1)(B) of the Code.
IN WITNESS WHEREOF, the Company has executed this Amendment this 21st day of
December, 2004.
SI International, Inc.
By:
/s/ THOMAS E. DUNN
Title:
CFO