EATON VANCE CORP.
SUPPLEMENTAL PROFIT SHARING PLAN
I. Name and Purpose
The name of this plan is the Eaton Vance Corp. Supplemental Profit Sharing Plan (the "Plan"). Its purpose is to
provide certain employees of Eaton Vance Corp. and its subsidiaries (collectively, the "Company") with the
opportunity to receive employer contributions in excess of the amounts allowed under the Eaton Vance
Management Profit-Sharing Retirement, Savings, and Money Purchase Pension Plans (collectively, the "Qualified
Plans") as a result of the compensation limits of Internal Revenue Code Section 401(a)(17).
II. Effective Date
The Plan shall be effective as of November 1, 1995. The Plan Year shall be November 1 to October 31.
Except as otherwise provided for under the Plan, each employee who is eligible under each of the Qualified
Plans, whose compensation exceeds the limitations imposed under Section 401(a)(17) of the Internal Revenue
Code of 1986, as amended, and who is within a select group of management or highly compensated employees
as defined under ERISA, shall be eligible to participate in the Plan (a "Participant"). The Company shall establish
for each Participant an unfunded account (the "Plan Account"), as specified in Section IV.
IV. Supplemental Profit Sharing Plan Account
(A) A separate Plan Account shall be established and maintained for each Participant. The Plan Account shall
reflect the amounts credited pursuant to the Plan and all changes in investment value from time to time.
(B) The Company shall credit an amount to each Plan Account at the time it credits amounts to the Eaton Vance
Management Profit-Sharing Retirement Plan, in an amount equal to each Participant's base salary multiplied by
the sum of the employer contribution percentages under the Eaton Vance Management Profit-Sharing Retirement
Plan and Money Purchase Pension Plan, reduced by the amount of employer contributions actually contributed to
the three Qualified Plans o