EATON VANCE CORP.
1992 INCENTIVE PLAN - STOCK ALTERNATIVE - RESTATEMENT NO. 4
1. Definitions. As used in this Eaton Vance Corp. 1992 Incentive Plan - Stock Alternative, the following terms
shall have the following meaning:
Administrator means the Board of Directors or any committee or persons to whom it delegates its authority.
Annual Incentive means an annual cash incentive awarded by the Company, including without limitation thereto
the bonuses known as PIB and PROP.
Annual Incentive Recipient means any employee who receives an Annual Incentive.
Board means the Company's Board of Directors.
Company means Eaton Vance Corp., a Maryland corporation, and its subsidiaries.
Hardship means an immediate and heavy financial need, which may be met only by the sale of Shares as
determined by the Administrator in accordance with nondiscriminatory standards.
Monthly Incentive means a monthly cash incentive bonus awarded by the Company.
Monthly Incentive Recipient means any employee who receives a Monthly Incentive.
Option means an option to convert a percentage of Annual Incentive or Monthly Incentive into Shares pursuant
to this Plan.
Participant means an Annual Incentive Recipient or a Monthly Incentive Recipient who has elected to participate
in the Plan.
Plan means this 1992 Incentive Plan - Stock Alternative.
Shares mean shares of Non-Voting Common Stock of Eaton Vance Corp.
2. Purpose. The purpose of the Plan is to provide employees of the Company who are entitled to receive cash
incentives the opportunity to apply up to half their incentives to the purchase of Shares.
3. Effective Date. The Plan became effective July 17, 1992. This Restatement No. 4 shall be effective November
4. Shares Subject to the Plan. The number of Shares that may be made subject to the Plan shall not exceed
2,400,00 in the aggregate. The Shares to be delivered pursuant to a purchase under the Plan may consist, in
whole or in part, of authorized but unissued Shares or tre