<DOCUMENT>
<TYPE>EX-99.(E)
<SEQUENCE>5
<FILENAME>b62570a1exv99wxey.txt
<DESCRIPTION>DIVIDEND REINVESTMENT PLAN
<TEXT>
<PAGE>
                                                                     Exhibit (e)



            Eaton Vance Tax-Managed Premium and Dividend Income Fund

               Terms and Conditions of Dividend Reinvestment Plan

Holders of common shares (the "Shares") of Eaton Vance Tax-Managed  Premium  and
Dividend Income Fund (the "Fund") who participate (the  "Participants")  in  the
Fund's Dividend Reinvestment Plan (the "Plan") are advised as follows:

1. The Plan Agent. PFPC Inc. (the "Agent") will act as Agent for each
Participant. The Agent will open an account for each Participant under the Plan
in the same name as his or her outstanding Shares are registered.

2. Election to Participate. A Shareholder may elect to receive all distributions
("Distributions") payable with respect to his or her Shares in additional
Shares. To participate in the Plan and receive all Distributions in Shares, a
Shareholder must indicate his or her election to do so by completing and
returning to the Plan Agent a Dividend Reinvestment Plan Application Form.
Shareholders who do not elect to participate in the Plan by completing and
returning such Form will receive Distributions in cash paid directly by the Plan
Agent as dividend disbursing agent for the applicable Fund.

3. Market Premium Issuances. If on the payment date for a Distribution, the net
asset value per Share is equal to or less than the market price per Share plus
estimated brokerage commissions, the Agent shall receive newly issued

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Shares, including fractions, from the Fund for each Participant's account. The
number of additional Shares to be credited shall be determined by dividing the
dollar amount of the Distribution by the greater of the net asset value per
Share on the payment date, or 95% of the then current market price per Share.

4. Market Discount Purchases. If the net asset value per Share exceeds the
market price plus estimated brokerage commissions on the payment date for a
Distribution, the Agent (or a broker-dealer selected by the Agent) shall
endeavor, for a purchase period of 30 days, to apply the amount of such
Distribution on each Participant's Shares (less their pro rata share of
brokerage commissions incurred) to purchase Shares on the open market. The
weighted average price (including brokerage commissions) of all Shares purchased
by the Agent as Agent shall be the price per Share allocable to each
Participant. If, at the close of business on any day during the purchase period
on which net asset value per Share is calculated such net asset value equals or
is less than the market price per Share plus estimated brokerage commissions,
the Agent will cease open-market purchases, and the uninvested portion of such
Distribution shall be filled through the issuance of new Shares from the Fund at
the price set forth in Paragraph 3 above. Open-market purchases may be made on
any securities exchange where Shares are traded, in the over-the-counter market
or in negotiated transactions, and may be on such terms as to price,
delivery and otherwise as the Agent shall determine.

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5. Valuation. The market price of Shares on a particular date shall be the last
sales price on the Exchange where the Shares are listed on that date, or, if
there is no sale on such Exchange on that date, then the mean between the
closing bid and asked quotations on such Exchange on such date. The net asset
value per Share on a particular date shall be the amount most recently
calculated by or on behalf of the Fund as required by law.

6. Liability of Agent. The Agent shall at all times act in good faith and agree
to use its best efforts within reasonable limits to ensure the accuracy of all
services performed under this Agreement and to comply with applicable law, but
assumes no responsibility and shall not be liable for loss or damage due to
errors unless such error is caused by the Agent's negligence, bad faith, or
willful misconduct or that of its employees. Each Participant's uninvested funds
held by the Agent will not bear interest. The Agent shall have no liability in
connection with any inability to purchase Shares within the time provided, or
with the timing of any purchases effected. The Agent shall have no
responsibility for the value of Shares acquired. For the purpose of cash
investments, the Agent may commingle Participants' funds (of the same Fund).

7. Recordkeeping. The Agent may hold each Participant's Shares acquired pursuant
to the Plan together with the Shares of other shareholders of the Fund acquired
pursuant to the Plan in noncertificated form in the Agent's name

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or that of the Agent's nominee. Upon a Participant's written request, the Agent
will deliver to the Participant, without charge, a certificate or certificates
for the full shares. Each Participant will be sent a confirmation by the Agent
of each acquisition made for their account as soon as practicable, but not later
than 60 days after the date thereof. Although each Participant may from time to
time have an undivided fractional interest in a share of the Fund, no
certificates for a fractional share will be issued. Distributions on fractional
shares will be credited to each Participant's account. In the event of
termination of a Participant's account under the Plan, the Agent will adjust for
any such undivided fractional interest in cash at the market value of Shares at
the time of termination.

Any share dividends or split shares distributed by the Fund on Shares held by
the Agent for Participants will be credited to their accounts. In the event that
the Fund makes available to its shareholders rights to purchase additional
shares of other securities, the Shares held for each Participant under the Plan
will be added to other shares held by the Participant in calculating the number
of rights to be issued to each Participant.

8. Proxy Materials. The Agent will forward to each Participant any proxy
solicitation material and will vote any shares so held for each Participant
first in accordance with the instructions set forth on proxies returned by the
Participant to the Fund, and then with respect to any proxies not returned by

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the Participant to the Fund in the same portion as the Agent votes proxies
returned by the Participants to the Fund.

9. Fees. The Agent's service fee for handling Distributions will be paid by the
Fund. Each Participant will be charged their pro rata share of brokerage
commissions on all open-market purchases. If a Participant elects by notice to
the Agent to have the Agent sell part or all of his or her Shares and remit the
proceeds, the Agent is authorized to deduct a $5.00 fee plus brokerage
commissions from the proceeds.

10. Termination in the Plan. Each registered Participant may terminate his or
her account under the Plan by notifying the Agent in writing at P.O. Box 43027,
Providence, RI 02940-3027, or by telephone at 800-331-1710. Such termination
will be effective with respect to a Distribution if the Participant's notice is
received by the Agent prior to the Distribution record date. The Plan may be
terminated by the Agent or the Fund upon notice in writing mailed to each
Participant at least 30 days prior to any record date for the payment of any
Distribution. Upon any termination, the Agent will cause a certificate or
certificates to be issued for the full shares held for each Participant under
the Plan and cash adjustment for any fraction to be delivered to them without
charge.

11. Amendment of the Plan. These terms and conditions may be amended by the
Agent, or the Fund at any time or times but, except when necessary or

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appropriate to comply with applicable law or the rules or policies of the
Securities and Exchange Commission or any other regulatory authority, only by
mailing to each Participant appropriate written notice at least 30 days prior to
the effective date thereof. The amendment shall be deemed to be accepted by each
Participant unless, prior to the effective date thereof, the Agent receives
notice of the termination of the Participant's account under the Plan. Any such
amendment may include an appointment by the Agent of a successor Agent.

12. Applicable Law. These terms and conditions shall be governed by the laws of
The Commonwealth of Massachusetts.



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