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27

                                  EXHIBIT 10.22

                                                 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 following meaning:

         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 Section 8.

         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.

         Plan means this 1998 Stock Option Plan, as amended or restated from
time to time.

         Qualified Member means a member of the Committee who is a "non-employee
director" within the meaning of Rule 16b-3(b)(3) and an "outside director"
within the meaning of Treasury Regulation 1.162-27(e)(3) under Code Section
162(m).
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28

         Rule 16b-3 means Rule 16b-3, as from time to time in effect and
applicable to the Plan and any Optionee, promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act.

         Shares means shares of Non-Voting Common Stock of the Company or such
other securities as may be substituted or resubstituted therefor pursuant to
Section 4.

         Subsidiary means a subsidiary of the Company, as defined in Section
424(f) of the Code.

         2. Purpose. The purpose of the Plan is to advance the interests of the
Company by strengthening the ability of the Company and its Subsidiaries to
attract, retain and motivate directors and employees by providing them with an
opportunity to purchase Shares and thus participate in the ownership of the
Company, including the opportunity to share in any appreciation in the value of
such Shares. It is intended that the Plan will strengthen the mutuality of
interest between such persons and the stockholders of the Company. Both
Incentive Options and Nonqualified Options may be granted under the Plan. This
Plan is the successor to the Company's 1995 Stock Option Plan - Restatement No.
2.

         3. Effective Date. The Plan became effective on July 7, 1998, the date
it was adopted by the Board and approved by the voting stockholders of the
Company. This Restatement No. 3 became effective on December 12, 2001, the date
it was adopted by the Board and approved by the voting stockholders of the
Company.

         4. Stock Subject to the Plan; Adjustments.

            (a) Shares Reserved. Subject to adjustment as hereinafter provided,
the total number of Shares reserved for issuance in connection with Options
under the Plan shall be 12,000,000. No Option may be granted if the number of
shares to which such Option relates, when added to the number of Shares
previously issued under the Plan, exceeds the number of shares reserved under
this Section 4(a). Shares issued under the Plan shall be counted against this
limit in the manner specified in Section 4(b).

            (b) Manner of Counting Shares. If any Shares subject to an Option
are forfeited, canceled, exchanged, or surrendered or such Option is settled in
cash or otherwise terminates without a distribution of Shares to the
Participant, including (i) the number of Shares withheld in payment of any
Option Price or tax obligation relating to the exercise of such Option and (ii)
the number of Shares equal to the number surrendered in payment of any Option
Price or tax obligation relating to the exercise of such Option, such number of
Shares will again be available for Options under the Plan. The Committee may
make determinations and adopt regulations for the counting of Shares relating to
any Option to ensure appropriate counting, avoid double counting (in the case of
substitute Options), and provide for adjustments in any case in which the number
of Shares actually distributed differs from the number of Shares previously
counted in connection with such Option.

            (c) Type of Shares Distributable. Any Shares delivered upon exercise
of an Option may consist, in whole or in part, of authorized and unissued Shares
or Shares reacquired by the Company through purchase in the open market or in
private transactions.
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29

            (d) Adjustments. In the event that the Committee shall determine
that any dividend or other distribution (whether in the form of cash, Shares, or
other property) which is unusual and non-recurring, or any recapitalization,
stock split, reverse split, reorganization, merger, consolidation, spin-off,
combination, repurchase or share exchange, or other similar corporate
transaction or event affects the Shares such that an adjustment is appropriate
in order to prevent dilution or enlargement of the rights of Optionees under the
Plan, then the Committee shall make such equitable changes or adjustments as it
deems appropriate and, in such manner as it may deem equitable, adjust any or
all of (i) the number and kind of Shares which may thereafter be issued in
connection with Options, (ii) the number and kind of Shares issued or issuable
in respect of outstanding Options or, if deemed appropriate, make provisions for
payment of cash or other property with respect to any outstanding Option, (iii)
the Option Price relating to any Option, and (iv) the number and kind of Shares
set forth in Section 7(d) as the per-person limitation for any three calendar
years; provided, however, in each case that, with respect to Incentive Options,
such adjustment shall be made in accordance with Section 424 of the Code, unless
the Committee determines otherwise. In addition, the Committee is authorized to
make adjustments in the terms and conditions of, and any criteria and
performance objectives or goals included in, Options in recognition of unusual
or non-recurring events (including events described in the preceding sentence,
as well as acquisitions and dispositions of assets or all or part of businesses)
affecting the Company or any Subsidiary or any business unit, or the financial
statements thereof, or in response to changes in applicable laws, regulations,
accounting principles, tax rates and regulations, or business conditions or in
view of the Committee's assessment of the business strategy of the Company, a
Subsidiary, or business unit thereof, performance of comparable organizations,
economic and business conditions, personal performance of an Optionee, and any
other circumstances deemed relevant; provided that, unless otherwise determined
by the Committee, no such adjustment shall be made if and to the extent that
such adjustment would cause Options granted to employees who are "covered
employees" within the meaning of Code Section 162(m) to fail to qualify as
"performance-based compensation" under Code Section 162(m) and regulations
thereunder.

         5. Administration.

            (a) Authority of the Committee. The Plan shall be administered by
the Committee. The Committee shall have full and final authority and discretion
to take the following actions, in each case subject to and consistent with the
provisions of the Plan:

                (i) to select employees to whom Options may be granted;

                (ii) to determine the type and number of Options to be granted
to employees, the number of Shares to which such an Option may relate, the terms
and conditions of any Option granted to an employee under the Plan (including
the Option Price, any restriction or condition, any schedule for lapse of
restrictions or conditions relating to transferability or forfeiture,
exercisability, or settlement of such an Option, and waivers or accelerations
thereof, and waivers of performance conditions relating to such an option, based
in each case on such considerations as the Committee shall determine), and all
other matters to be determined in connection with any Option granted to an
employee;

                (iii) to determine whether, to what extent, and under what
circumstances an Option may be settled, or the Option Price may be paid, in
cash, Shares or other property, or an Option may be canceled, forfeited,
exchanged, or surrendered;

                (iv) to determine whether, to what extent, and under what
circumstances cash, Shares or other property payable with respect to an Option
will be deferred either automatically, at the election of the Committee, or at
the election of the Optionee, and whether to create trusts and deposit Shares or
other property therein;
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30

                (v) to prescribe the form of each Option Agreement, which need
not be identical for each Optionee;

                (vi) to adopt, amend, suspend, waive, and rescind such rules and
regulations and appoint such agents as the Committee may deem necessary or
advisable to administer the Plan;

                (vii) to correct any defect or supply any omission or reconcile
any inconsistency in the Plan and to construe and interpret the Plan and any
Option, rules and regulations, Option Agreement, or other agreement or
instrument hereunder; and

                (viii) to make all other decisions and determinations as may be
required under the terms of the Plan or as the Committee may deem necessary or
advisable for the administration of the Plan.

In its administration of the Plan, the Committee shall not take any action which
would result in a transaction involving a Director Option failing to be exempt
under Rule 16b-3(d). Other provisions of the Plan notwithstanding, the Board may
perform any function of the Committee under the Plan, including for the purpose
of ensuring that transactions under the Plan by Optionees who are then subject
to Section 16 of the Exchange Act in respect of the Company are exempt under
Rule 16b-3. In any case in which the Board is performing a function of the
Committee under the Plan, each reference to the Committee herein shall be deemed
to refer to the Board, except where the context otherwise requires.

                  (b) Manner of Exercise of Committee Authority. At any time
that a member of the Committee is not a Qualified Member, any action of the
Committee relating to an Option to be granted to an employee who is then subject
to Section 16 of the Exchange Act in respect of the Company, or relating to an
Option intended to constitute "qualified performance-based compensation" within
the meaning of Code Section 162(m) and regulations thereunder, may be taken
either (i) by a subcommittee composed solely of two or more Qualified Members,
or (ii) by the Committee but with each such member who is a not Qualified Member
abstaining or recusing himself or herself from such action, provided that, upon
such abstention or recusal, the Committee remains composed solely of two or more
Qualified Members. Such action, authorized by such a subcommittee or by the
Committee upon the abstention or recusal of such non-Qualified Member(s), shall
be the action of the Committee for purposes of the Plan. Any action of the
Committee with respect to the Plan shall be final, conclusive, and binding on
all persons, including the Company, Subsidiaries, Optionees, any person claiming
any rights under the Plan from or through any Optionee, and stockholders of the
Company. The express grant of any specific power to the Committee, and the
taking of any action by the Committee, shall not be construed as limiting any
power or authority of the Committee. The Committee may delegate to officers or
managers of the Company or any Subsidiary the authority, subject to such terms
as the Committee shall determine, to perform administrative functions and such
other functions as the Committee may determine, to the extent permitted under
applicable law and, with respect to any Optionee who is then subject to Section
16 of the Exchange Act in respect of the Company, to the extent performance of
such function will not result in a subsequent transaction failing to be exempt
under Rule 16b-3(d).

                  (c) Limitation of Liability. Each member of the Committee
shall be entitled in good faith to rely or act upon any report or other
information furnished to him or her by any officer or other employee of the
Company or any Subsidiary, the Company's independent certified public
accountants, or other professional retained by the Company to assist in the
administration of the Plan. No member of the Committee, nor any officer or
employee of the Company acting on behalf of the Committee, shall be personally
liable for any action, determination, or interpretation taken or made in good
faith with respect to the Plan, and all members of the Committee and any officer
or employee of the Company acting on their behalf shall, to the extent permitted
by law, be fully indemnified and protected by the Company with respect to any
such action, determination, or interpretation.
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31

         6. Duration of the Plan. This Plan shall terminate ten years from the
original effective date hereof, unless terminated earlier pursuant to Section
12, and no Options may be granted thereafter.

         7. Options for Employees.

            (a) Eligible Employees. Options may be granted to those employees of
the Company or of any of its Subsidiaries as are selected by the Committee.

            (b) Restrictions on Incentive Options. Incentive Options shall be
subject to the following restrictions:

                (i) Limitation on Number of Shares. To the extent that the
aggregate Market Value on the Grant Date of the Shares with respect to which an
Option that would otherwise constitute an Incentive Option (when aggregated, if
appropriate, with incentive stock options granted before the Option under this
Plan or any other plan maintained by the Company or any Subsidiary of the
Company) is exercisable for the first time by the Optionee during any calendar
year exceeds $100,000, the Option shall be treated as a Nonqualified Option.

                (ii) 10% Stockholder. If any Optionee to whom an Incentive
Option is granted is on the Grant Date the owner of stock (as determined under
Section 424(d) of the Code) possessing more than 10% of the total combined
voting power of all classes of stock of the Company or any of its Subsidiaries,
then the following special provisions shall be applicable to that Incentive
Option:

                    (A) The Option Price per Share shall not be less than 110%
                of the Market Value on the Grant Date; and

                    (B) The Incentive Option shall expire not more than five
                years after the Grant Date.

            (c) Price. Subject to the conditions on certain Incentive Options in
Section 7(b), the Option Price per Share payable upon the exercise of each
Incentive Option shall be not less than 100% of the Market Value on the Grant
Date. The Option Price per Share of stock payable upon exercise of each
Nonqualified Option shall be determined by the Committee, provided that the
Option Price shall not be less than 100% of the Market Value on the Grant Date.

                  (d) Limitation on Number of Shares to be Granted to Each
Optionee. Each Option Agreement shall specify the number of Shares to which it
pertains. No Optionee may receive, during any three calendar year period,
Options to purchase more than 3,600,000 Shares. If any Option granted to an
employee is canceled, the canceled Option continues to be counted against the
maximum number of Shares for which Options may be granted to that employee under
the Plan. If, after grant of an Option to an employee, the Option Price is
reduced, the transaction will be treated as a cancellation of the Option and the
grant of a new Option, and in such case both the Option that is deemed to be
canceled and the Option that is deemed to be granted reduce the maximum number
of Shares for which Options may be granted to that employee under the Plan. The
preceding two sentences apply only to calculating the maximum number of Shares
available to an Optionee during any three calendar year periods, and shall not
apply to or affect the manner of counting Shares pursuant to Section 4(b).

            (e) Exercise of Options. Subject to the terms and conditions set
forth in the Option Agreement, each Option shall be exercisable for the full
amount or for any part thereof and at such intervals or in such installments as
the Committee may determine at the time it grants the Option; provided, however,
that no Option shall be exercisable with respect to any Shares later than ten
years after the Grant Date.
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32

         8. Formula Plan; Options for Directors. Upon first election to the
Board of Directors of the Company of a person who was not, within twelve months
preceding election, either an officer of employee of the Company or any
Subsidiary, such person shall be granted a Director Option to purchase 6,000
Shares. On the third Friday of December in each year, each director who is not
an employee of the Company and its Subsidiaries shall receive a Director Option
to purchase 6,000 Shares. In the event that on any Grant Date there is not a
sufficient number of Shares available to implement fully the preceding
sentences, then each such director shall receive a pro rata portion of the
Director Option contemplated by the preceding sentences. The Option Price for
each Director Option shall be the Market Value on the Grant Date or, in the
event there is no Market Value available on the Grant Date, on the date next
following the Grant Date for which a Market Value is available. Each Director
Option shall become exercisable in four equal installments upon each of the
first four anniversaries of the Grant Date. No Director Option shall be
exercisable later than ten years after the Grant Date. It is intended that each
Director Option automatically granted pursuant to this Section 8 shall be made
pursuant to a formula plan as defined in Release No. 34-37260 of the Securities
and Exchange Commission (adopting restated Rule 16b-3).

         9. Terms and Conditions Applicable to All Options.

            (a) Non-Transferability. Except as otherwise expressly provided in
an Option Agreement, no Option shall be transferable by the Optionee otherwise
than by will or the laws of descent and distribution, and each Option shall be
exercisable during the Optionee's lifetime only by him or her.

            (b) Notice of Exercise and Payment. An Option shall be exercisable
only by delivery of a written notice to the Company's Treasurer or any other
officer of the Company designated by the Committee to accept such notices on its
behalf, specifying the number of Shares for which it is exercised. If the Shares
are not at that time effectively registered under the Securities Act of 1933, as
amended, the Optionee shall include with such notice a letter, in form and
substance satisfactory to the Company, confirming that the Shares are being
purchased for the Optionee's own account for investment and not with a view to
distribution. Payment shall be made in full at the time the Option is exercised.
Payment shall be made by (i) cash or check, (ii) delivery and assignment to the
Company of already-owned Shares having a Market Value as of the date of exercise
equal to the exercise price, (iii) if approved by the Committee, delivery of the
Optionee's promissory note for the exercise price, or (iv) any combination of
(i), (ii) or (iii) above.

            (c) No Rights to Options; No Stockholder Rights. No employee shall
have any claim to be granted an Option under the Plan, and there is no
obligation for uniformity of treatment of employees. No Option shall confer upon
the Optionee any rights as a stockholder or any claim to dividends paid with
respect to any Shares to which the Option relates unless and until such Shares
are duly issued to him or her in accordance with the terms of the Option.

            (d) Cancellation and Rescission of Options. The Committee may
provide in any Option Agreement that, in the event an Optionee violates a term
of the Option Agreement or other agreement with or policy of the Company or a
Subsidiary, takes or omits to take actions that are deemed to be in competition
with the Company or its Subsidiaries, an unauthorized solicitation of customers,
suppliers, or employees of the Company or its Subsidiaries, or an unauthorized
disclosure or misuse of proprietary or confidential information of the Company
or its Subsidiaries, or takes or omits to take any other action as may be
specified in the Option Agreement, the Optionee shall be subject to forfeiture
of such Option or portion, if any, of the Option as may then remain outstanding
and also to forfeiture of any amounts of cash, Shares or other property received
by the Optionee upon exercise or settlement of such Option or in connection with
such Option during such period (as the Committee may provide in the Option
Agreement) prior to the occurrence which gives rise to the forfeiture.
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33

            (e) Options to Optionees Outside the United States. The Committee
may modify the terms of any Option under the Plan granted to an Optionee who is,
at the time of grant or during the term of the Option, resident or primarily
employed outside of the United States in any manner deemed by the Committee to
be necessary or appropriate in order that such Option shall conform to laws,
regulations, and customs of the country in which the Optionee is then resident
or primarily employed, or so that the value and other benefits of the Option to
the Optionee, as affected by foreign tax laws and other restrictions applicable
as a result of the Optionee's residence or employment abroad, shall be
comparable to the value of such an Option to an Optionee who is resident or
primarily employed in the United States. An Option may be modified under this
Section 9(f) in a manner that is inconsistent with the express terms of the
Plan, so long as such modifications will not contravene any applicable law or
regulation.

         10. Termination of Options. Each Option shall terminate and may no
longer be exercised if the Optionee ceases to perform services for the Company
or a Subsidiary, in accordance with the following provisions:

            (i) if the Optionee's services shall have been terminated by
resignation or other voluntary action, or if such services shall have been
terminated involuntarily for cause, all of the Optionee's Options shall
terminate and may no longer be exercised;

            (ii) if the Optionee's services shall have been terminated for any
reason other than cause, resignation or other voluntary action before his or her
eligibility to retire, and before his or her disability or death, he or she may
at any time within a period of fifteen (15) months after such termination of
service exercise his or her Options to the extent that the Options were
exercisable on the date of termination of service;

            (iii) if the Optionee's service shall have been terminated because
of disability within the meaning of Section 22(e)(3) of the Code, he or she may
at any time within a period of fifteen (15) months after such termination of
service exercise his or her Options to the extent that such Options were
exercisable on the date of termination of service; and

            (iv) if the Optionee dies at a time when he or she might have
exercised an Option, then his or her estate, personal representative or
beneficiary to whom it has been transferred pursuant to Section 9(a) hereof may
at any time within a period of fifteen (15) months after the Optionee's death
exercise the Option to the extent the Optionee might have exercised it at the
time of death;

provided, however, that the Committee may, at its sole discretion, provide
specifically in an Option Agreement for such other period of time (shorter or
longer than as set forth above) during which an Optionee may exercise an Option
after termination of the Optionee's services as the Committee may approve,
subject to the overriding limitation that no Option may be exercised to any
extent by anyone after the date of expiration of the Option.

         11. Withholding Taxes; Delivery of Shares. The Company's obligation to
deliver Shares upon exercise of an Option shall be subject to the Optionee's
satisfaction of all applicable federal, state and local income and employment
tax withholding obligations. The Optionee may satisfy the obligations by
electing (a) to make a cash payment to the Company, or (b) to have the Company
withhold Shares with a value equal to the amount required to be withheld, or (c)
to deliver to the Company already-owned Shares with a value equal to the amount
required to be withheld. The value of Shares to be withheld or delivered shall
be based on the Market Value on the date the amount of tax to be withheld is to
be determined. The Optionee's election to have Shares withheld for this purpose
will be subject to the following restrictions: (1) the election must be made
prior to the date the amount of tax is to be determined, (2) the election must
be irrevocable, and (3) the election will be subject to the disapproval of the
Committee.
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34

         12. Termination or Amendment of Plan. The Board may at any time
terminate the Plan or make such changes in or additions to the Plan as it deems
advisable without further action on the part of the shareholders of the Company,
provided:

            (a) that no such termination or amendment shall adversely affect or
impair any then outstanding Option without the consent of the Optionee holding
that Option; and

            (b) that any such amendment which: (i) increases the maximum number
of Shares subject to this Plan, or (ii) changes the class of persons eligible to
participate in this Plan, or (iii) materially increases the benefits accruing to
participants under this Plan, shall be subject to approval by the voting
stockholders of the Company within one year from the effective date of such
amendment and shall be null and void if such approval is not obtained.

         13. Change of Control - Automatic Vesting of Options. Notwithstanding
anything to the contrary herein, the Board or the Committee shall include in the
Option Agreement for each unvested Option granted under this Plan the following
provision, and such inclusion may be effected by incorporating this provision by
reference to this Section 13:

         This Option shall be immediately exercisable and the Optionee shall
become eligible to purchase any and all shares covered by each Option at any
time or from time to time after the occurrence of a Change of Control of the
Company. A "Change of Control" shall mean:

         (a) The acquisition, other than from the Company, by any individual,
entity or group (within the meaning of Section 13(d) (3) or 14(d) (2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person")
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 25% or more of either (i) the then outstanding non-voting
common stock of the Company (the "Non-Voting Stock") or (ii) the combined voting
power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Company Voting Securities");
provided, that any acquisition by (x) the Company or any of its subsidiaries, or
any employee benefit plan (or related trust) sponsored or maintained by the
Company or any of its subsidiaries or (y) any Person that is eligible, pursuant
to Rule 13d-1(b) under the Exchange Act, to file a statement on Schedule 13G
with respect to its beneficial ownership of Company Voting Securities, whether
or not such Person shall have filed a statement on Schedule 13G, unless such
Person shall have filed a statement on Schedule 13D with respect to beneficial
ownership of 25% or more of the Company Voting Securities, shall not constitute
a Change of Control; and provided, further, that the provisions of this
subsection (a) shall apply whether or not the Company Voting Securities or the
Non-Voting Stock is registered or required to be registered under the Exchange
Act; or
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35

         (b) Individuals who, as of the date hereof, constitute the Company's
Board of Directors (the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board; provided, that any individual becoming a director
of the Company ("Director") subsequent to the date of the Option whose election
or nomination for election by the Company's shareholders was approved by at
least a majority of the Directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office is in connection with an actual or threatened election contest relating
to the election of the Directors of the Company (as such terms are used in Rule
14a-11 of the Regulation 14A promulgated under the Exchange Act); or

         (c) Approval by the shareholders of the Company of a reorganization,
merger or consolidation (a "Business Combination"), in each case with respect to
which all or substantially all of the individuals and entities who were the
respective beneficial owners of the Non-Voting Stock and of the Company Voting
Securities immediately prior to such Business Combination will not, following
such Business Combination, beneficially own, directly or indirectly, more than
60% of, respectively, the then outstanding non-voting stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors of the corporation or other entity
resulting from the Business Combination in substantially the same proportion as
their ownership immediately prior to such Business Combination of the Non-Voting
Stock and Company Voting Securities, as the case may be; or

         (d) Approval by the shareholders of the Company of (i) a complete
liquidation or dissolution of the Company, or (ii) a sale or other disposition
of all or substantially all of the assets of the Company, or (iii) a sale or
disposition of Eaton Vance Management (or any successor thereto) or of all or
substantially all of the assets of Eaton Vance Management (or any successor
thereto), or (iv) an assignment by any direct or indirect investment adviser
subsidiary of the Company of investment advisory agreements pertaining to more
than 50% of the aggregate assets under management of all such subsidiaries of
the Company, in the case of (ii), (iii) or (iv) other than to a corporation or
other entity with respect to which, following such sale or disposition or
assignment, more than 60% of, respectively, the outstanding non-voting stock and
the combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors is then owned beneficially, directly
or indirectly, by all or substantially all of the individuals and entities who
were the beneficial owners of the Non-Voting Stock and Company Voting Securities
immediately prior to such sale, disposition or assignment in substantially the
same proportion as their ownership of the Non-Voting Stock and Company Voting
Securities, as the case may be, immediately prior to such sale, disposition or
assignment.

         Notwithstanding the foregoing, the following events shall not cause, or
be deemed to cause, and shall not constitute, or be deemed to constitute, a
Change of Control:

                  (1) The acquisition, holding or disposition of Company Voting
Securities deposited under the Voting Trust Agreement dated as of October 30,
1997, as amended, or of the voting trust receipts issued therefor, or any change
in the persons who are voting trustees thereunder, or the acquisition, holding
or disposition of Company Voting Securities deposited under any subsequent
replacement voting trust agreement or of the voting trust receipts issued
therefor, or any change in the persons who are voting trustees under any such
subsequent replacement voting trust agreement; provided, that any such
acquisition, disposition or change shall have resulted solely by reason of the
death, incapacity, retirement, resignation, election or replacement of one or
more voting trustees.
<PAGE>
36

                  (2) Any termination or expiration of a voting trust agreement
under which Company Voting Securities have been deposited or the withdrawal
therefrom of any Company Voting Securities deposited thereunder, if all Company
Voting Securities and/or the voting trust receipts issued therefor continue to
be held thereafter by the same persons in the same amounts, or if
contemporaneously there shall be a Business Combination or change in the
capitalization of the Company as described in clause (3) below.

                  (3) A Business Combination or change in the capitalization of
the Company pursuant to which the holders of the Non-Voting Stock of the Company
become holders of voting securities of the Company or of the corporation or
other entity resulting from such Business Combination, in substantially the same
proportion as their ownership of Non-Voting Stock immediately prior to such
Business Combination or change in capitalization.

        14. General Provisions.

            (a) Compliance with Legal and Exchange Requirements. The Plan, the
granting and exercising of Options thereunder, and the other obligations of the
Company under the Plan and any Option Agreement, shall be subject to all
applicable federal and state laws, rules and regulations, and to such approvals
by any regulatory or governmental agency as may be required. The Company, in its
discretion, may postpone the issuance or delivery of Shares under any Option
until completion of such stock exchange listing or registration or qualification
of such Shares or other required action under any state, federal or foreign law,
rule or regulation as the Company may consider appropriate, and may require any
Optionee to make such representations and furnish such information as it may
consider appropriate in connection with the issuance or delivery of Shares in
compliance with applicable laws, rules and regulations.

            (b) Compliance with Section 162(m) and Rule 16b-3. If any provision
of the Plan or any Option Agreement relating to a "covered employee" or a person
subject to Section 16 of the Exchange Act does not comply or is inconsistent
with the requirements of Code Section 162(m) or regulations thereunder or Rule
16b-3, such provision shall be construed or deemed amended to the extent
necessary to conform to such requirements.

            (c) No Right to Continued Employment. Neither the Plan nor any
action taken thereunder shall be construed as giving any employee the right to
be retained in the employ of the Company or any of its Subsidiaries, nor shall
it interfere in any way with the right of the Company or any of its Subsidiaries
to terminate any employee's employment at any time.

            (d) Taxes. The Company or any Subsidiary is authorized to withhold
from any payment relating to an Option under the Plan, or any distribution of
Shares, or any payroll or other payment to an Optionee, amounts of withholding
and other taxes due in connection with any transaction involving an Option, and
to take such other action as the Committee may deem advisable to enable the
Company and Optionees to satisfy obligations for the payment of withholding
taxes and other tax obligations relating to any Option or exercise thereof. This
authority shall include authority to withhold or receive Shares or other
property and to make cash payments in respect thereof in satisfaction of an
Optionee's tax obligations.

            (e) Nonexclusivity of the Plan. Neither the adoption of the Plan by
the Board nor its submission to the voting stockholders of the Company for
approval shall be construed as creating any limitations on the power of the
Board to adopt such other incentive arrangements as it may deem desirable,
including the granting of stock options and other awards otherwise than under
the Plan, and such arrangements may be either applicable generally or only in
specific cases.

            (f) Governing Law. The validity, construction, and effect of the
Plan, any rules and regulations relating to the Plan, and any Option Agreement
shall be determined in accordance with the laws of the Commonwealth of
Massachusetts, without giving effect to principles of conflicts of laws, and
applicable federal law.