Exhibit 10.42


EATON VANCE EMPLOYEE LOAN PROGRAM


RESTATEMENT No. 3


(Effective October 29, 2014)


 


1.          Purpose.
The purpose of the Eaton Vance Employee Loan Program (formerly called 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 officers (other than executive 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 employees 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, 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 officers (other than executive officers of Eaton Vance Corp.) and key employees
of the Company who are determined by the Committee as being eligible to so participate (the “Participants”). For purposes
of the Program, executive officers of Eaton Vance Corp. include the President and Chief Executive Officer, the Executive Vice President,
and the following Vice Presidents: the Chief Financial Officer, the Chief Legal Officer, the Chief Administrative Officer, the
Chief Accounting Officer, and the Chief Sales and Marketing Officer and any other officer who performs a policy making function
and who the Committee determines is ineligible for a Company loan under Section 402 of the Sarbanes-Oxley Act, any guidance issued
thereunder, or any other similar act.


 


3.          Administration.
The Committee shall administer the Program and have exclusive power to determine (a) which 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 of Eaton Vance Corp. 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 and under the Company’s 1997, 1995, 1984 and 2006
Executive Loan Programs (“Prior Programs”) which may be outstanding at any one time shall not exceed $20,000,000. All
loans under the Program must be made on or before October 31, 2018.


 


5.          Terms
of Notes. Each loan made under the Program shall be evidenced by a promissory note executed and delivered by the Participant
to Eaton Vance Management (the “Note”). Each Note shall be subject to the following terms and conditions:


 


		(a)	The participant shall be personally liable on the Note.



 




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		(b)	The maximum term to maturity of the Note shall be seven years; provided, however, that the Note shall become immediately due
and payable as of the date a Participant ceases to be employed by the Company for any reason other than age, disability or death.



  


		(c)	Each Note shall provide for the payment of interest at such annual rate as may be set by the Committee, which rate shall not
be less than that necessary to avoid the loan being characterized as either (i) carrying “unstated interest” within
the meaning of §483 of the Internal Revenue Code of 1986, as amended (the “Code”) in the case of loans the proceeds
of which are used to acquire shares of Eaton Vance Stock from the Company or (ii) a “below-market loan” within the
meaning of §7872 of the Code in all other cases.



 


		(d)	The Committee, in its discretion, may require that amounts payable
with respect to the Note be secured by collateral of such nature and of such value as the Committee determines. Where the
purpose of the loan is to finance the purchase of Eaton Vance Stock, and where the Note is secured, all or in part, by “margin
securities” as defined in Regulation G promulgated by the Board of Governors of the Federal Reserve System, the Note shall
contain such further terms and conditions as are required by said Regulation G.



 


6.          Effective
Date. The effective date of the revised Program is October 29, 2014, the date on which it was approved by the Board. All loans
issued under the terms of the Prior Programs shall remain in effect in accordance with the terms of the original Note and the terms
of the Program in effect on the date the Note was executed.


 




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