Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of

Certain Officers; Compensatory Arrangements of Certain Officers.

Eaton Vance Corp. Stock Option Income Deferral Plan

On December 15, 2020, the Compensation Committee of the Board of Directors ("Compensation Committee") of Eaton Vance Corp. (the "Company") approved the termination of the Eaton Vance Corp. Stock Option Income Deferral Plan (the "SOID") and the Trust Under Eaton Vance Corp. Stock Option Income Deferral Plan (the "SOID Trust") in connection with the proposed acquisition of the Company by Morgan Stanley. The SOID was established to permit key employees to defer recognition of income upon exercise of non-qualified stock options previously granted by the Company. The Company's Chief Executive Officer, Thomas E. Faust Jr. was a participant in the SOID with a vested benefit of 223,080 shares of the Company's non-voting common stock (the "Benefit Shares"). The SOID was terminated as of December 15, 2020 and distribution of the Benefit Shares will be made to Mr. Faust as soon as reasonably practicable following the termination. The SOID Trust will be terminated following the distribution of the Benefit Shares.

Eaton Vance Corp. Supplemental Profit Sharing Plan

On December 15, 2020, the Compensation Committee approved the termination of the Eaton Vance Corp. Supplemental Profit Sharing Plan ("the "SERP") and the Rabbi Trust Under the Eaton Vance Corp. Supplemental Profit Sharing Plan (the "SERP Trust") in connection with the proposed acquisition of the Company by Morgan Stanley. The SERP was an unfunded, non-qualified plan whereby certain key employees of the Company could receive profit sharing contributions in excess of the amounts allowed under the Company's Profit Sharing and Savings Plan. Thomas E. Faust Jr. was a participant in the SERP and the vested balance of the Plan Accounts (as defined in the SERP) of Mr. Faust as of December 11, 2020 is $130,017. The SERP was terminated on December 15, 2020 and the distribution of the balances of the Plan Accounts (the "Distribution") shall be made as soon as reasonably practicable following the termination. The SERP Trust will be terminated following the Distribution.

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