As effective December 12, 2001
EATON VANCE CORP.
1998 STOCK OPTION PLAN
RESTATEMENT NO. 3
1. Definitions. As used in this Eaton Vance Corp. 1998 Stock Option Plan the following terms shall have the
Board means the Company's Board of Directors.
Code means the Internal Revenue Code of 1986, as amended from time to time. References to any provision of
the Code shall be deemed to include successor provisions and regulations and other guidance issued thereunder.
Committee means the Option Committee of the Board, or such other Board committee as may be appointed by
the Board to administer the Plan pursuant to
Section 5. The Committee shall consist solely of two or more Directors of the Company.
Company means Eaton Vance Corp., a Maryland corporation, or any successor corporation.
Director Option means a nonqualified stock option granted to a director pursuant to the formula plan set forth in
Exchange Act means the Securities Exchange Act of 1934, as amended from time to time. References to any
provision of the Exchange Act shall be deemed to include successor provisions thereto and regulations and other
guidance issued thereunder.
Grant Date means the date on which an Option is granted.
Incentive Option means an Option that satisfies the requirements of
Section 422 of the Code.
Market Value means the closing price on the New York Stock Exchange for the Shares for any date.
Nonqualified Option means an Option other than an Incentive Option granted to an employee.
Option means an option to purchase Shares granted under the Plan.
Option Agreement means an agreement between the Company and an Optionee, setting forth the terms and
conditions of an Option.
Option Price means the price to be paid by an Optionee upon exercise of an Option.
Optionee means a person eligible to receive an Option to whom an Option shall have been granted under the
Plan means this 1998 Stock Option Plan, as amended or restated from time to tim