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40

                                  EXHIBIT 10.14

                                EATON VANCE CORP.

                        1986 EMPLOYEE STOCK PURCHASE PLAN

                                RESTATEMENT NO. 8

     1. Purpose.

     The purpose of this 1986 Employee Stock Purchase Plan (the "Plan") is to
provide employees of Eaton Vance Corp. (the "Company"), and its subsidiaries,
who wish to become shareholders of the Company an opportunity to purchase
Non-Voting Common Stock of the Company (the "Shares"). The Plan is intended to
qualify as an "employee stock purchase plan" within the meaning of Section 423
of the Internal Revenue Code of 1986, as it may be amended (the "Code"). In
addition, the Plan provides certain employees who are not eligible for favorable
tax treatment under Section 423 with the right to purchase Shares on a
nonqualified basis.

     2. Administration of the Plan.

     The Board of Directors or any committee or person(s) to whom it delegates
its authority (the "Administrator") shall administer, interpret and apply all
provisions of the Plan. Nothing contained in this Section shall be deemed to
authorize the Administrator to alter or administer the provisions of the Plan in
a manner inconsistent with the terms of the Plan or the provisions of Section
423 of the Code.

     3. Eligible Employees.

     Subject to the provisions of Sections 7, 8 and 9 below, any individual who
has been a full-time employee (as defined below) of

        (a) the Company or

        (b) any of its subsidiaries (as defined in Section 424(f) of the Code)
the employees of which are designated by the Administrator as eligible to
participate in the Plan, for a period of twelve consecutive (12) months prior to
an Offering Date (as defined in Section 4 below) is eligible to participate in
the offering (as defined in Section 4 below) commencing on such Offering Date. A
full-time employee shall mean any employee other than an employee whose
customary employment is:

        (a) 20 hours or less per week, or

        (b) not more than five months per calendar year.

     4. Offering Dates and Offering Grants.

     From time to time, the Company, by action of the Administrator, will grant
rights to purchase Shares to employees eligible to participate in the Plan
pursuant to one or more offerings (each of which is an "Offering") on a date or
series of dates (each of which is an "Offering Date") designated for this
purpose by the Administrator. As of each Offering Date, the Administrator will
advise each eligible employee of the maximum number of shares that the employee
may purchase under the Offering (the "Offering Grant"), which shall be
calculated in accordance with the requirements of Section 423 of the Code.
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41

                            EXHIBIT 10.14 (CONTINUED)

     5. Prices.

     The price per share for each Offering Grant shall be the lesser of:

        (a) ninety percent (90%) of the fair market value of a Share on the
Offering Date on which such right was granted; or

        (b) ninety percent (90%) of the fair market value of a Share on the date
such right is exercised; provided, that the Administrator, in its discretion,
may substitute a percentage in either subparagraph (a) or (b) of this Section 5
different from ninety percent (90%), but in no event shall either such
percentage be less than eighty-five percent (85%).

     6. Exercise of Rights and Method of Payment.

        (a) Rights granted under the Plan will be exercisable periodically on
specified dates as determined by the Administrator.

        (b) The method of payment for Shares purchased upon exercise of rights
granted hereunder shall be through regular payroll deductions or by lump sum
cash payment, or both, as determined by the Administrator; provided, however,
that payment through regular payroll deductions may in no event commence before
the date on which a prospectus with respect to the Offering of the Shares
covered by the Plan is provided to each participating employee. No interest
shall be paid upon payroll deductions unless specifically provided for by the
Administrator.

        (c) Any payments received by the Company from a participating employee
and not utilized for the purchase of Shares upon exercise of a right granted
hereunder shall be, at the employee's discretion, either promptly returned to
such employee by the Company after termination of the offering to which the
payment related, or rolled over and credited to the employee's account and used
to purchase shares in the next Offering Period (as defined below).

     7. Term of Rights.

     The total period from an Offering Date to the last date on which rights
granted on that Offering Date are exercisable (the "Offering Period") shall in
no event be longer than twenty-seven (27) months. The Administrator when it
authorizes an Offering may designate one or more exercise periods during the
Offering Period; rights granted on an Offering Date shall be exercisable on the
last day of each exercise period (each of which is an "Exercise Date") in such
proportion as the Administrator determines.

     8. Shares Subject to the Plan.

     No more than 4,496,000 Shares may be sold pursuant to rights granted under
the Plan. Appropriate adjustments in the above figure, in the number of Shares
covered by outstanding rights granted hereunder, in the exercise price of the
rights and in the maximum number of Shares which an employee may purchase
(pursuant to Section 9 below) shall be made to give effect to any mergers,
consolidations, or other similar reorganizations as to which the Company is the
surviving entity, and any recapitalizations, stock splits, stock dividends or
other relevant changes in the capitalization of the Company occurring after the
effective date of the Plan, provided that no fractional Shares shall be subject
to a right and each right shall be adjusted downward to the nearest full Share.
Any agreement providing for a merger, consolidation or other similar
reorganization which the Company does not survive shall provide for an
adjustment for any then existing
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42

                            EXHIBIT 10.14 (CONTINUED)

rights of participating employees under the Plan. Either authorized and unissued
Shares or issued Shares heretofore or hereafter reacquired by the Company may be
made subject to rights under the Plan. If for any reason any right under the
Plan terminates in whole or in part, Shares subject to such terminated right may
again be subjected to a right under the Plan.

     9. Nonqualified Feature.

     An employee who, immediately after a right to purchase Shares is granted
hereunder, would own stock or rights to purchase stock possessing five percent
(5%) or more of the total combined voting power or value of all classes of stock
of the Company, or of any subsidiary, computed in accordance with Section
423(b)(3) of the Code ("5% owner"), will not be eligible to be granted a right
intended to qualify under Section 423 of the Code. However, any employee who is
a 5% Owner and who is otherwise eligible to receive a grant under the Plan shall
be eligible to receive a grant hereunder that is in accordance with the terms of
this Plan except that such right shall not be a right intended to qualify under
Code Section 423 but rather shall be a nonqualified right that for federal
income tax purposes is intended to be taxable to the grantee under Code Section
83. The Company reserves the right to withhold the issuance of shares pursuant
to the exercise of any nonqualified right until the participating employee makes
appropriate arrangements with the Company for such tax withholding as may be
required of the Company under Federal, state or local law on account of such
exercise.

     10. Limitations on Grants.

        (a) No Offering Grant may permit an employee to accrue the right to
purchase shares under all employee stock purchase plans of the Company and its
subsidiaries at a rate which exceeds twenty-five thousand dollars ($25,000) (or
such other maximum as may be prescribed from time to time by the Code) in the
fair market value of such shares (determined at the time such right is granted)
for each calendar year in which such right is outstanding at any time, as
required by the provisions of Section 423(b)(8) of the Code.

        (b) No Offering Grant, when aggregated with rights granted under any
other Offering still exercisable by the participating employee, may permit any
participating employee to apply more than fifteen percent (15%) of the
employee's annual rate of compensation on the date the employee elects to
participate in the Offering to the purchase of Shares.

        (c) Effective with respect to any Offering Period beginning on or after
November 1, 1991, no participating employee shall receive Share certificates
issued upon exercise of a right granted hereunder until the earliest of

        (i) the first annual anniversary date of the Exercise Date on which the
Shares evidenced by the certificate were purchased,

        (ii) the participating employee's death, or

        (iii) the date on which the participating employee presents proof
satisfactory to the Company that he or she has either become disabled within the
meaning of Section 22(e)(3) of the Code or needs such Shares on account of
Hardship (as defined below).
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43

                            EXHIBIT 10.14 (CONTINUED)

The Company or such agent as it designates shall hold such Share certificates in
escrow pending their release to the participating employee (or, if the employee
has died, to such beneficiary or beneficiaries as the employee has designated in
writing during his or her lifetime to the Company, or if the employee has not
made such a designation, to his or her surviving spouse, or if none to the
employee's estate, without interest). Hardship shall mean the occurrence of one
or more of the following events: (I) a death within the participating employee's
immediate family, (II) extraordinary medical expenses for one or more members of
the participating employee's immediate family which are not covered by insurance
programs sponsored by the Company, (III) the education costs of one or more
members of the participating employee's family, (IV) the purchase or renovation
of a principal place of residence of the participating employee, or (V) such
other financial emergency needs as may be approved by the Company on a uniform
and nondiscriminatory basis.

     11. Limit on Participation.

     Participation in an offering shall be limited to eligible employees who
elect to participate in such offering in the manner, and within the time
limitations, established by the Administrator when it authorizes the Offering.

     12. Cancellation of Election to Participate.

     An employee who has elected to participate in an Offering may cancel such
election as to all (but not part) of the unexercised rights granted under such
offering by giving written notice of such cancellation to the Company before the
expiration of any exercise period. Any amounts paid by the employee or withheld
from the employee's compensation through payroll deductions for the purchase of
Shares shall be paid to the employee, without interest, upon such cancellation.

     13. Termination of Employment.

     Upon the termination of an employee's employment for any reason, including
the death of the employee, before any Exercise Date on which any rights granted
to the employee under the Plan are exercisable, all such rights shall
immediately terminate and amounts paid by the employee or withheld from the
employee's compensation through payroll deductions for the purchase of Shares
shall be paid to the employee or, if the employee has died, to such beneficiary
or beneficiaries as the employee has designated in writing during his or her
lifetime to the Company, or if the employee has not made such a designation, to
his or her surviving spouse, or if none to the employee's estate, without
interest.

     14. Employees' Rights as Shareholders.

     No participating employee shall have any rights as a shareholder in the
Shares covered by a right granted hereunder until such right has been exercised,
full payment has been made for the corresponding Shares and the Share
certificate is actually issued.

     15. Rights Not Transferable.

     Rights under the Plan are not assignable or transferable by a participating
employee and are exercisable only by the employee.
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44

                            EXHIBIT 10.14 (CONTINUED)

     16. Amendments to or Discontinuation of the Plan.

     The Board of Directors of the Company shall have the right to amend, modify
or terminate the Plan at any time without notice; provided, however, that the
then existing rights of all participating employees shall not be adversely
affected thereby, and provided further that, subject to the provisions of
Section 8 above, no such amendment to the Plan shall, without the approval of
the shareholders of the Company, increase the total number of Shares which may
be offered under the Plan, or change the class of persons eligible to
participate in the Plan.

     17. Effective Date and Approvals.

     The Plan originally became effective on October 17, 1986, the date on which
the Plan was adopted by the Board of Directors. This Restatement No. 8 shall
become effective on November 14, 2000.

     The Company's obligation to offer, sell and deliver its Shares under the
Plan is subject to the approval of any governmental authority required in
connection with the authorized issuance or sale of such Shares and is further
subject to the Company receiving the opinion of its counsel that all applicable
securities laws have been compiled with.

     18. Term of Plan.

     No rights shall be granted under the Plan after November 1, 2006.