1998 EXECUTIVE LOAN PROGRAM
(AS REVISED OCTOBER 15, 1998)
1. Purpose. The purpose of the Eaton Vance Corp. 1998 Executive Loan Program (the "Program") is to benefit
Eaton Vance Corp. and its present or future subsidiaries (together, or separately, the "Company," as the context
may require) by enhancing the Company's ability to attract and retain those directors, officers and other key
employees of the Company who are in a position to make substantial contributions to the ongoing success of the
Company. The Program is intended to complement the incentives now offered by the Company to its executives
which allow them to acquire shares of Eaton Vance Corp. Non-Voting Common Stock ("Eaton Vance Stock").
To accomplish this purpose, the Program provides loans to finance exercises of incentive stock options and non-
qualified stock options granted under various stock option plans maintained by the Company, including those
granted up to and through 1996, all as the Compensation Committee of the Board of Directors of Eaton Vance
Corp. (the "Committee") determines.
2. Participation. Participation in the Program shall be limited to those directors, officers and key employees of the
Company who are determined by the Committee as being eligible to so participate (the "Participants").
3. Administration. The Committee shall administer the Program and have exclusive power to determine (a) which
directors, officers and key employees shall become Participants, (b) the time or times at which such offer shall be
made, and (c) the amount to be loaned to any Participant. The interpretation and instruction by the Committee of
any provision of the Program or of any agreement or other matter related to the Program shall be final unless
otherwise determined by the Committee or the Board of Directors. The Committee may delegate any of its
powers and responsibilities under the Program to the Treasurer of Eaton Vance Corp.
4. Amount Available for Loans. The aggregate amount of loans under the Program a