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                                                                   EXHIBIT 10.18


                    EDDIE BAUER HOLDINGS, INC. SENIOR OFFICER
                  CHANGE IN CONTROL COMPENSATION BENEFITS PLAN

                                  INTRODUCTION

     The Board of Directors of Eddie Bauer Holdings, Inc. considers the
maintenance of a sound management to be essential to protecting and enhancing
the best interests of the Company (as hereinafter defined) and its stockholders.
In this connection, the Company recognizes that the possibility of a Change in
Control (as hereinafter defined) may exist from time to time, and that this
possibility, and the uncertainty and questions it may raise among management,
may result in the departure or distraction of management personnel to the
detriment of the Company and its stockholders. Accordingly, the Board (as
hereinafter defined) has determined that appropriate steps should be taken to
encourage the continued attention and dedication of members of the Company's
management to their assigned duties without the distraction which may arise from
the possibility of a Change in Control of the Company.

     This Plan does not alter the status of Participants (as hereinafter
defined) as at-will employees of the Company. Just as Participants remain free
to leave the employ of the Company at any time, so too does the Company retain
its right to terminate the employment of Participants without notice, at any
time, for any reason. However, the Company believes that, both prior to and at
the time a Change in Control is anticipated or occurring, it is necessary to
have the continued attention and dedication of Participants to their assigned
duties without distraction, and this Plan is intended as an inducement for
Participants' willingness to continue to serve as employees of the Company
(subject, however, to either party's right to terminate such employment at any
time). Therefore, should a Participant still be an employee of the Company at
such time, the Company agrees that such Participant shall receive the benefits
hereinafter set forth under the circumstances described below in the event of a
Change in Control.

     Notwithstanding the foregoing, however, in the event that the Participant
is terminated by the Company (other than for Cause (as hereinafter defined))
within six months prior to a Change in Control, but subsequent to such time as
negotiations or discussions which ultimately lead to a Change in Control have
commenced, then such termination shall be deemed to be a termination which
entitles such Participant to the benefits hereinafter set forth.

                        ARTICLE I. ESTABLISHMENT OF PLAN

     As of the Effective Date (as hereinafter defined), the Company hereby
establishes a Change in Control compensation plan known as the Eddie Bauer
Holdings, Inc. Senior Officer Change in Control Compensation Benefits Plan, as
set forth in this document.

                             ARTICLE II. DEFINITIONS

     As used herein the following words and phrases shall have the following
respective meanings unless the context clearly indicates otherwise.

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     Section 2.1 Affiliate. Any entity which controls, is controlled by or is
under common control with the Company.

     Section 2.2 Annual Bonus Amount. The greater of:

          (a) the Participant's target annual bonus for the fiscal year in which
the Measurement Date occurs (which for purposes of computing the benefits
described in Section 4.1 and Section 4.2 in no event shall be less than the
Participant's target bonus for the fiscal year in which the Change in Control
occurs); or

          (b) the average annual bonus, including any bonus or portion thereof
that has been earned but deferred (and annualized for any fiscal year consisting
of less than 12 full months or during which the Participant was employed for
less than 12 full months), the Participant received from the Company, if any,
during the three full fiscal years of the Company immediately preceding the
Measurement Date, or such lesser number of fiscal years during which the
Participant was employed with the Company or an Affiliate.

     Section 2.3 Base Salary. The highest base annual salary in effect at any
time during the 12 months immediately preceding the Date of Termination.

     Section 2.4 Beneficial Owner. "Beneficial Owner" has the meaning assigned
to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in
calculating the beneficial ownership of any particular "person" (as that term is
used in Section 13(d)(3) of the Exchange Act), such "person" shall be deemed to
have beneficial ownership of all securities that such "person" has the right to
acquire by conversion or exercise of other securities, whether such right is
currently exercisable or is exercisable only after the passage of time. The
terms "Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

     Section 2.5 Benefit Multiplier. The multiple based on the Participant's
position immediately prior to the Date of Termination (disregarding any
reduction in position that constitutes Good Reason) that is applied to determine
the Separation Benefit. The Benefit Multipliers shall be as follows for the
Participant classifications described below:

          (a) Tier 1 Participant: Three.

          (b) Tier 2 Participant: Two.

          (c) Tier 3 Participant: One.

     Section 2.6 Board. The Board of Directors of the Company.

     Section 2.7 Cause. With respect to any Participant: (a) if the Participant
is a party to an employment or service agreement or employment policy manual
with the Company or its Affiliates and such agreement or policy manual provides
for a definition of Cause, as defined therein and (b) in addition thereto with
respect to all Participants, (i) the commission of, or plea of guilty or no
contest to, a felony or a crime involving moral turpitude or the commission of
any other act involving willful malfeasance or material fiduciary breach with
respect to the Company or an Affiliate, (ii) conduct tending to bring the
Company into substantial public disgrace, or


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disrepute, (iii) gross negligence or willful misconduct with respect to the
Company or an Affiliate or (iv) material violation of state or federal
securities laws. The Board or its delegate, in its absolute discretion, shall
determine the effect of all matters and questions relating to whether a
Participant has been discharged for Cause.

     Section 2.8 Change in Control. Change in Control shall mean:

          (a) The direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series
of related transactions, of all or substantially all of the properties or assets
of the Company to any "person" (as that term is used in Section 13(d)(3) of the
Exchange Act);

          (b) The Incumbent Directors cease for any reason to constitute at
least a majority of the Board;

          (c) The adoption of a plan relating to the liquidation or dissolution
of the Company; or

          (d) Any "person" or "group" (as such terms are used in Section 13(d)
and 14(d) of the Exchange Act) becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing more than 35% of the
combined voting power of the Company's then outstanding securities eligible to
vote for the election of the Board (the "Company Voting Securities"); or

          (e) The consummation of a merger, consolidation, statutory share
exchange or similar form of corporate transaction involving the Company or any
of its Subsidiaries that requires the approval of the Company's stockholders,
whether for such transaction or the issuance of securities in the transaction (a
"Business Combination"), unless immediately following such Business Combination:
(1) 65% or more of the total voting power of (i) the Surviving Corporation, or
(ii) if applicable, the ultimate Parent Corporation that directly or indirectly
has beneficial ownership of 100% of the voting securities eligible to elect
directors of the Surviving Corporation, is represented by Company Voting
Securities that were outstanding immediately prior to such Business Combination
(or, if applicable, is represented by shares into which such Company Voting
Securities were converted pursuant to such Business Combination), and such
voting power among the holders thereof is in substantially the same proportion
as the voting power of such Company Voting Securities among the holders thereof
immediately prior to the Business Combination, (2) no person (other than any
employee benefit plan (or related trust) sponsored or maintained by the
Surviving Corporation or the Parent Corporation), is or becomes the beneficial
owner, directly or indirectly, of more than 35% of the total voting power of the
outstanding voting securities eligible to elect directors of the Parent
Corporation (or, if there is no Parent Corporation, the Surviving Corporation)
and (3) at least a majority of the members of the board of directors of the
Parent Corporation (or if there is no Parent Corporation, the Surviving
Corporation) following the consummation of the Business Combination were
Incumbent Directors at the time of the Board's approval of the execution of the
initial agreement providing for such Business Combination (any Business
Combination which satisfies all of the criteria specified in (1), (2) and (3)
above shall be deemed to be a "Non-Qualifying Transaction").


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     The foregoing notwithstanding, a transaction shall not constitute a Change
in Control if (i) its sole purpose is to change the state of the Company's
incorporation or to create a holding company that will be owned in substantially
the same proportions by the persons who held the Company's securities
immediately before such transaction; (ii) it constitutes a secondary public
offering that results in any security of the Company being listed (or approved
for listing) on any securities exchange or designated (or approved for
designation) as a national market security on an interdealer quotation system;
(iii) it constitutes a change in Beneficial Ownership that results from a change
in ownership of an existing stockholder; or (iv) solely because 35% or more of
the total voting power of the Company's then outstanding securities is acquired
by (A) a trustee or other fiduciary holding securities under one or more
employee benefit Plans of the Company or any Affiliate, or (B) any company
which, immediately prior to such Business Combination, is owned directly or
indirectly by the stockholders of the Company in substantially the same
proportion as their ownership of stock in the Company immediately prior to such
acquisition.

     Section 2.9 Code. The Internal Revenue Code of 1986, as amended from time
to time.

     Section 2.10 Company. Eddie Bauer Holdings, Inc. and any successor thereto.

     Section 2.11 Date of Termination. The effective date specified in the
Notice of Termination as of which the Participant's employment terminates (which
shall be not less than 30 days nor more than 60 days after the date such Notice
of Termination is given).

     Section 2.12 Disability. A condition such that the Participant by reason of
physical or mental disability becomes unable to perform his normal duties for
more than 180 days in the aggregate (excluding infrequent or temporary absence
due to ordinary transitory illness) during any 12-month period.

     Section 2.13 Exchange Act. The Securities Exchange Act of 1934, as amended,
or any successor statute.

     Section 2.14 Effective Date. The Effective Date shall be October 24, 2005.

     Section 2.15 Employee. Any full-time, regular-benefit, non-bargaining
employee of the Company.

     Section 2.16 ERISA. The Employee Retirement Income Security Act of 1974, as
amended from time to time.

     Section 2.17 Good Reason. With respect to any Participant, without such
Participant's written consent, (i) the Participant is assigned duties materially
inconsistent with his position, duties, responsibilities and status with the
Company during the 90-day period immediately preceding a Change in Control, or
the Participant's position, authority, duties or responsibilities are materially
diminished from those in effect during the 90-day period immediately preceding a
Change in Control (whether or not occurring solely as a result of the Company
ceasing to be a publicly-traded entity), (ii) the Company reduces the
Participant's annual base salary or target incentive opportunity under the
Company's annual incentive plan, or reduces the Participant's target incentive
opportunity under a Performance Award granted under the terms of the Company's
2005 Stock Incentive Plan or any other long-term incentive plan maintained by
the


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Company, each such target incentive opportunity as in effect during the 90-day
period immediately prior to the Change in Control, or as the same may be
increased from time to time, unless such target incentive opportunity is
replaced by a substantially equivalent substitute opportunity, (iii) the Company
reduces the aggregate level of employee benefits offered to the Participant from
those in effect during the 90-day period immediately preceding the Change in
Control, or as the same may be increased from time to time, other than any
reduction applicable to all eligible Employees, (iv) the Company requires the
Participant regularly to perform his duties of employment beyond a 50-mile
radius from the location of the Participant's employment immediately prior to
the Change in Control, (v) the Company fails to obtain a satisfactory agreement
from any successor to assume and perform this Plan, as contemplated by Article
VI hereof, or (vi) the Company purports to terminate the Participant's
employment other than pursuant to a Notice of Termination which satisfies the
requirements of Section 4.1 (and, for purposes of this Plan, no such purported
termination shall be effective).

     Section 2.18 Incumbent Directors. Individuals who, on the Effective Date,
constitute the Board, provided that any individual becoming a Director
subsequent to the Effective Date whose election or nomination for election to
the Board was approved by a vote of at least two-thirds of the Incumbent
Directors then on the Board (either by a specific vote or by approval of the
proxy statement of the Company in which such person is named as a nominee for
Director without objection to such nomination) shall be an Incumbent Director.
No individual initially elected or nominated as a director of the Company as a
result of an actual or threatened election contest with respect to Directors or
as a result of any other actual or threatened solicitation of proxies by or on
behalf of any person other than the Board shall be an Incumbent Director.

     Section 2.19 Long-Term Incentive Amount. An amount payable under any
outstanding Performance Award that measures performance over a period in excess
of one year equal to the greatest of:

          (a) Participant's target long-term incentive opportunity for each
outstanding Performance Award in effect on the Measurement Date;

          (b) the average annual Performance Award payout, including any portion
thereof that has been earned but deferred (and annualized for any fiscal year
consisting of less than 12 full months or during which the Participant was
employed for less than 12 full months), the Participant received from the
Company, if any, during the three full fiscal years of the Company immediately
preceding the Measurement Date, or such lesser number of fiscal years during
which the Participant was employed with the Company or an Affiliate; and

          (c) the amount determined under the Performance Award based on the
performance to date for the performance period that includes the Measurement
Date.

     Section 2.20 Measurement Date. If a Participant's employment is terminated
under circumstances which entitle the Participant to Separation Benefits under
Section 4.1, the Measurement Date shall be the Date of Termination. With respect
to a Participant's entitlement to Other Benefits under Section 4.2, Measurement
Date shall be the Change in Control date. However, the Measurement Date for
Other Benefits in the case of a Participant whose


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employment is terminated prior to a Change in Control in a manner that entitles
such Participant to Separation Benefits under Section 4.1 shall be the Date of
Termination.

     Section 2.21 Notice of Termination. Notice that shall indicate the specific
termination provision in this Plan (if any) relied upon and set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Participant's employment.

     Section 2.22 Other Benefits. The benefits described in Section 4.2 that are
provided to qualifying Participants under the Plan upon a Change in Control.

     Section 2.23 Participant. An individual who qualifies as such pursuant to
Section 3.1.

     Section 2.24 Performance Award. A Performance Award is (a) an award under
the Company's 2005 Stock Incentive Plan or any other long-term incentive plan
entitling the recipient to acquire cash, actual shares of Common Stock or
hypothetical Common Stock units having a value equal to the fair market value of
an identical number of shares of Common Stock upon the attainment of specified
performance goals, or (b) an award under any other long-term incentive plan
maintained by the Company that determines a benefit by measuring performance
over a period in excess of one year.

     Section 2.25 Plan. The Eddie Bauer Holdings, Inc. Senior Officer Change in
Control Compensation Benefits Plan.

     Section 2.26 Separation Benefits. The benefits described in Section 4.1
that are provided to qualifying Participants under the Plan.

     Section 2.27 Subsidiary. Any corporation in which the Company, directly or
indirectly, holds a majority of the voting power of such corporation's
outstanding shares of capital stock.

     Section 2.28 Tier 1 Participant. The Chief Executive Officer of the
Company.

     Section 2.29 Tier 2 Participant. A Senior Vice President of the Company.

     Section 2.30 Tier 3 Participant. A Vice President of the Company or an
Affiliate.

                            ARTICLE III. ELIGIBILITY

     Section 3.1 Participation. Participants in the Plan are officers of the
Company or an Affiliate who are at or above the level of Vice President and have
been designated by the Board and have signed a participation agreement
acknowledging the terms and conditions of the Plan; provided that such
Participants will not be entitled to benefits under the Plan if they are not at
or above the level of Vice President at the time of the Change in Control;
provided further that any reduction of a Participant's position prior to, but in
connection with, a Change in Control shall be of no effect for purposes of this
Section 3.1. Notwithstanding the foregoing, a Participant shall not be entitled
to receive benefits under the Plan if the Participant has entered into an
employment or other agreement with the Company that provides change in control
benefits similar to the type of benefits provided by this Plan, which benefits
have not been waived by the Participant or terminated by the Company.


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     Section 3.2 Duration of Participation. A Participant shall only cease to be
a Participant in the Plan as a result of an amendment or termination of the Plan
complying with Article VI of the Plan, or when he or she ceases to be an
Employee or no longer qualifies as a Participant under Section 3.1, unless, at
the time he or she ceases to be an Employee or no longer qualifies as a
Participant under Section 3.1, such Participant is entitled to payment of
benefits as provided in the Plan or there has been an event or occurrence
constituting Good Reason that would enable the Participant to terminate his
employment and receive benefits under the Plan. A Participant entitled to
payment of amounts under the Plan shall remain a Participant in the Plan until
the full amount of such benefits payable under the Plan have been paid to the
Participant.

                     ARTICLE IV. CHANGE IN CONTROL BENEFITS

     Section 4.1 Separation Benefits.

          (a) A Participant shall be entitled to Separation Benefits as set
forth in this Section 4.1 if, at any time within six months prior to a Change in
Control, but subsequent to such time as negotiations or discussions which
ultimately lead to a Change in Control have commenced, or following a Change in
Control and prior to the second anniversary of the Change in Control, the
Participant's employment is terminated (i) involuntarily for any reason other
than Cause, death, Disability or retirement under a mandatory retirement policy
of the Company or any of its Subsidiaries or (ii) by the Participant after the
occurrence of an event giving rise to Good Reason. For purposes of this Plan,
any purported termination by the Company or by the Participant shall be
communicated by written Notice of Termination to the other in accordance with
Section 7.5 hereof.

          (b) If a Participant's employment is terminated under circumstances
which entitle the Participant to Separation Benefits under this Section 4.1,
then the Company shall pay to the Participant, in a lump sum in cash within 15
days after the Date of Termination (unless a later payment date is mandated by
Section 409A(2)(B)(i) and Section 4.3 hereof), the aggregate of the following
amounts, which benefits, except as provided in Section 7.4 below, shall be in
addition to any other benefits to which the Participant is entitled other than
by reason of this Plan:

               (i) unpaid salary with respect to any vacation days accrued but
     not taken as of the Date of Termination;

               (ii) accrued but unpaid salary through the Date of Termination;

               (iii) any earned but unpaid annual incentive bonuses from the
     fiscal year immediately preceding the year in which the Date of Termination
     occurs;

               (iv) if the Date of Termination occurs subsequent to a fiscal
     year in which the Change in Control occurs, an amount equal to the product
     of (A) the greater of (1) the Participant's Annual Bonus Amount for the
     fiscal year in which the Date of Termination occurs and (2) the annual
     bonus amount determined based on the performance to date for the
     performance period that includes the Measurement Date, multiplied by (B) a
     fraction, the numerator of which is the number of days in the then


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     current fiscal year through the Date of Termination and the denominator of
     which is 365; and

               (v) an amount equal to the product of the Benefit Multiplier
     times the sum of the Participant's Base Salary and Annual Bonus Amount.

          (c) If the Participant's employment is terminated under circumstances
which entitle the Participant to Separation Benefits under this Section 4.1, for
the period equal to the number of years times the applicable Benefit Multiplier
after the Date of Termination, or such longer period as may be provided by the
terms of the appropriate plan, program, practice or policy, the Company shall
continue health, medical, life and long-term disability insurance benefits to
the Participant and/or the Participant's family at least equal to those that
would have been provided in accordance with the health, medical, life and
long-term disability insurance plans, programs, practices and policies of the
Company immediately prior to the Change in Control if the Participant's
employment had not been terminated on the same terms and conditions (including
any applicable required employee contributions), provided, however, that, if the
Participant becomes reemployed with another employer and becomes eligible to
receive medical or other welfare benefits under another employer provided plan,
the medical and other welfare benefits described herein shall be secondary to
those provided under such other plan during such applicable period of
eligibility. If the terms of the applicable plan, program, practice or policy do
not permit the participation of the Participant or the Participant's family, the
Company shall pay an amount equal to the after-tax cost of providing
substantially similar coverage to the benefits provided under such plan,
program, practice or policy under the terms of an individual policy, based on
the assumption that the Participant is insurable at standard rates. Following
the end of the period during which medical benefits are provided to the
Participant under this Section 4.1(c), the Participant shall be eligible for any
remaining period of continued health coverage that may be required by Section
4980B of the Code or other applicable law, based on a qualifying event occurring
on the Participant's Date of Termination.

          (d) If the Participant's employment is terminated under circumstances
which entitle the Participant to Separation Benefits under this Section 4.1, for
the period equal to the number of years times the applicable Benefit Multiplier
after the Date of Termination, a Tier 1 Participant and a Tier 2 Participant
shall be entitled to a reasonable amount of outplacement services, the scope and
provider of which shall be selected by the Participant in his or her sole
discretion. The maximum aggregate amount of outplacement services provided
hereunder will not exceed $50,000 for a Tier 1 Participant and $25,000 for a
Tier 2 Participant.

          (e) Except as provided in Section 4.1(c) with respect to medical or
other welfare benefits, the Participant shall not be required to mitigate the
amount of any payment provided for in this Section 4.1 by seeking other
employment or otherwise, nor shall the amount of any payment or benefit provided
for in this Section 4.1 be reduced by any compensation earned by the Participant
as the result of employment by another employer or by retirement benefits after
the Date of Termination, or otherwise, or by any set-off, counterclaim,
recoupment, or other claim, right or action the Company may have against the
Participant or others.

     Section 4.2 Other Benefits. Upon a Change in Control or, in the event a
Participant's employment is terminated prior to a Change in Control in a manner
that entitles a Participant to


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Separation Benefits under Section 4.1, the Participant shall be entitled to (a)
the immediate vesting of all previously granted awards of options, stock
appreciation rights, restricted stock, and restricted stock units under any
equity compensation plan or arrangement maintained by the Company that are
outstanding at the time of the Change in Control or the Date of Termination, as
the case may be; (b) a Long-Term Incentive Amount; and (c) an amount equal to
the greater of (i) the Participant's Annual Bonus Amount for the performance
period in which the Measurement Date occurs and (ii) the amount determined under
the annual bonus based on the performance to date for the performance period
that includes the Measurement Date.

     Section 4.3 Requirement to Defer Payment Under Section 409A.
Notwithstanding anything to the contrary in Section 4.1 or Section 4.2 hereof,
in the event the any Separation Benefits or Other Benefits under this Plan are
determined, in whole or in part, to constitute "nonqualified deferred
compensation" within the meaning of Section 409A of the Code, and Participant is
a specified employee as defined in Section 409A(2)(B)(i) of the Code, such
amounts will not be paid before the date which is six months after a Date of
Termination. Although it is contemplated that Separation Benefits or Other
Benefits resulting from an involuntary termination of employment without Cause
will be short-term deferrals that will not constitute "nonqualified deferred
compensation" within the meaning of Section 409A of the Code, it is not clear
that such treatment will be available in all instances, including, for example,
a termination for Good Reason. The determination of whether and what amount of
the Separation Benefits or Other Benefits constitute deferred compensation and
whether a Participant is a specified employee within the meaning of Section
409A(2)(B)(i) of the Code shall be determined by the Board or its delegate and
any such determination shall be final and binding on the Company and the
Participants, unless such decisions are determined to be arbitrary and
capricious by a court having jurisdiction. The Company makes no representation
and the Company shall have no liability to any Participant or any other person
if any Separation Benefits or Other Benefits provided pursuant to the terms of
the Plan are determined to constitute "nonqualified deferred compensation"
within the meaning of Section 409A of the Code and the payment terms of such
Separation Benefits or Other Benefits do not satisfy the additional conditions
applicable to nonqualified deferred compensation under Section 409A of the Code
and this Section 4.3.

     Section 4.4 Certain Additional Payments by the Company.

          (a) Anything in this Plan to the contrary notwithstanding and except
as set forth below, in the event it shall be determined that any Payment (as
hereinafter defined) would be subject to the Excise Tax (as hereinafter
defined), then the Participants shall be entitled to receive an additional
payment (the "GROSS-UP PAYMENT") in an amount such that, after payment by the
Participant of all taxes (and any interest or penalties imposed with respect to
such taxes), including, without limitation, any income taxes (and any interest
and penalties imposed with respect thereto), employment taxes and Excise Tax
imposed upon the Gross-Up Payment, the Participant retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
Notwithstanding the foregoing provisions of this Section 4.4(a), if it shall be
determined that a Tier 3 Participant is entitled to the Gross-Up Payment, but
that the Parachute Value (as hereinafter defined) of all Payments do not exceed
110% of the Safe Harbor Amount (as hereinafter defined), then no Gross-Up
Payment shall be made to the Participant and the amounts payable under this Plan
shall be reduced so that the Parachute Value of all Payments, in


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the aggregate, equals the Safe Harbor Amount. The reduction of the amounts
payable hereunder, if applicable, shall be made by first reducing the payments
under Section 4.1(b)(v), unless an alternative method of reduction is elected by
the Participant, and in any event shall be made in such a manner as to maximize
the Value (as hereinafter defined) of all Payments actually made to the
Participant. For purposes of reducing the Payments to the Safe Harbor Amount,
only amounts payable under this Plan (and no other Payments) shall be reduced.
If the reduction of the amount payable under this Plan would not result in a
reduction of the Parachute Value of all Payments to the Safe Harbor Amount, no
amounts payable under the Plan shall be reduced pursuant to this Section 4.4(a).
The Company's obligation to make Gross-Up Payments under this Section 4.4(a)
shall not be conditioned upon the Participant's termination of employment.

          (b) Subject to the provisions of Section 4.4(c), all determinations
required to be made under this Section 4.4, including whether and when a
Gross-Up Payment is required, the amount of such Gross-Up Payment and the
assumptions to be utilized in arriving at such determination, shall be made by a
nationally recognized certified public accounting firm designated by the Company
(the "ACCOUNTING FIRM"). The Accounting Firm shall provide detailed supporting
calculations both to the Company and the Participant within 15 business days of
the receipt of notice from the Participant that there has been a Payment or such
earlier time as is requested by the Company. In the event that the Accounting
Firm is serving as accountant or auditor for the individual, entity or group
effecting the Change in Control, the Company may, but shall not be required to,
appoint another nationally recognized accounting firm to make the determinations
required hereunder (which accounting firm shall then be referred to as the
Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall
be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to
this Section 4.4, shall be paid by the Company to the Participant within 10 days
of the receipt of the Accounting Firm's determination. Any determination by the
Accounting Firm shall be binding upon the Company and the Participant. As a
result of the uncertainty in the application of Section 4999 of the Code at the
time of the initial determination by the Accounting Firm hereunder, it is
possible that Gross-Up Payments that will not have been made by the Company
should have been made (the "UNDERPAYMENT"), consistent with the calculations
required to be made hereunder. In the event the Company exhausts its remedies
pursuant to Section 4.4(c) and the Participant thereafter is required to make a
payment of any Excise Tax, the Accounting Firm shall determine the amount of the
Underpayment that has occurred and any such Underpayment shall be promptly paid
by the Company to or for the benefit of the Participant.

          (c) The Participant shall notify the Company in writing of any claim
by the Internal Revenue Service that, if successful, would require the payment
by the Company of the Gross-Up Payment. Such notification shall be given as soon
as practicable, but no later than 10 business days after the Participant is
informed in writing of such claim. The Participant shall apprise the Company of
the nature of such claim and the date on which such claim is requested to be
paid. The Participant shall not pay such claim prior to the expiration of the
30-day period following the date on which the Participant gives such notice to
the Company (or such shorter period ending on the date that any payment of taxes
with respect to such claim is due). If the Company notifies the Participant in
writing prior to the expiration of such period that the Company desires to
contest such claim, the Participant shall:


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               (i) give the Company any information reasonably requested by the
     Company relating to such claim,

               (ii) take such action in connection with contesting such claim as
     the Company shall reasonably request in writing from time to time,
     including, without limitation, accepting legal representation with respect
     to such claim by an attorney reasonably selected by the Company,

               (iii) cooperate with the Company in good faith in order to
     effectively contest such claim, and

               (iv) permit the Company to participate in any proceedings
     relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest, and shall indemnify and hold the Participant harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties) imposed as a result of such representation and payment of costs and
expenses. Without limitation on the foregoing provisions of this Section 4.4(c),
the Company shall control all proceedings taken in connection with such contest,
and, at its sole discretion, may pursue or forgo any and all administrative
appeals, proceedings, hearings and conferences with the applicable taxing
authority in respect of such claim and may, at its sole discretion, either
direct the Participant to pay the tax claimed and sue for a refund or contest
the claim in any permissible manner, and the Participant agrees to prosecute
such contest to a determination before any administrative tribunal, in a court
of initial jurisdiction and in one or more appellate courts, as the Company
shall determine; provided, however, that, if the Company directs the Participant
to pay such claim and sue for a refund, the Company shall advance the amount of
such payment to the Participant, on an interest-free basis, and shall indemnify
and hold the Participant harmless, on an after-tax basis, from any Excise Tax or
income tax (including interest or penalties) imposed with respect to such
advance or with respect to any imputed income in connection with such advance;
and provided further, that any extension of the statute of limitations relating
to payment of taxes for the Participant's taxable year with respect to which
such contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Company's control of the contest shall be limited to
issues with respect to which the Gross-Up Payment would be payable hereunder,
and the Participant shall be entitled to settle or contest, as the case may be,
any other issue raised by the Internal Revenue Service or any other taxing
authority.

          (d) If, after the receipt by the Participant of an amount advanced by
the Company pursuant to Section 4.4(c), the Participant becomes entitled to
receive any refund with respect to such claim, the Participant shall (subject to
the Company's complying with the requirements of Section 4.4(c)) promptly pay to
the Company the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after the receipt by the
Participant of an amount advanced by the Company pursuant to Section 4.3(c), a
determination is made that the Participant shall not be entitled to any refund
with respect to such claim and the Company does not notify the Participant in
writing of its intent to contest such denial of refund prior to the expiration
of 30 days after such determination, then such advance


                                       11

<PAGE>

shall be forgiven and shall not be required to be repaid and the amount of such
advance shall offset, to the extent thereof, the amount of Gross-Up Payment
required to be paid.

          (e) Notwithstanding any other provision of this Section 4.4, the
Company may, in its sole discretion, withhold and pay over to the Internal
Revenue Service or any other applicable taxing authority, for the benefit of the
Participant, all or any portion of the Gross-Up Payment, and the Participant
hereby consents to such withholding; provided that such withholding and payment
shall in no event place the Participant in a less favorable tax position than
had such payments been made to the Participant by the Company.

          (f) Definitions. The following terms shall have the following meanings
for purposes of this Section 4.4.

               (i) "EXCISE TAX" shall mean the excise tax imposed by Section
4999 of the Code, together with any interest or penalties imposed with respect
to such excise tax.

               (ii) The "NET AFTER-TAX AMOUNT" of a Payment shall mean the Value
of a Payment net of all taxes imposed on the Participant with respect thereto
under Sections 1 and 4999 of the Code and applicable state and local law,
determined by applying the highest marginal rates that are expected to apply to
the Participant's taxable income for the taxable year in which the Payment is
made.

               (iii) "PARACHUTE VALUE" of a Payment shall mean the present value
as of the date of the change in control for purposes of Section 280G of the Code
of the portion of such Payment that constitutes a "parachute payment" under
Section 280G(b)(2), as determined by the Accounting Firm for purposes of
determining whether and to what extent the Excise Tax will apply to such
Payment.

               (iv) A "PAYMENT" shall mean any payment or distribution in the
nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to
or for the benefit of the Participant, whether paid or payable pursuant to this
Plan or otherwise.

               (v) The "SAFE HARBOR AMOUNT" means the maximum Parachute Value of
all Payments that the Participant can receive without any Payments being subject
to the Excise Tax.

               (vi) "VALUE" of a Payment shall mean the economic present value
of a Payment as of the date of the change in control for purposes of Section
280G of the Code, as determined by the Accounting Firm using the discount rate
required by Section 280G(d)(4) of the Code.

     Section 4.5 Change in Control Required. The provisions of this Article IV
shall be applicable after a Change in Control has occurred, but not prior
thereto.

                         ARTICLE V. SUCCESSOR TO COMPANY

     This Plan shall bind any successor of the Company, its assets or its
businesses (whether direct or indirect, by purchase, merger, consolidation or
otherwise), in the same manner and to


                                       12

<PAGE>

the same extent that the Company would be obligated under this Plan if no
succession had taken place. In the case of any transaction in which a successor
would not by the foregoing provision or by operation of law be bound by this
Plan, the Company shall require such successor expressly and unconditionally to
assume and agree to perform the Company's obligations under this Plan, in the
same manner and to the same extent that the Company would be required to perform
if no such succession had taken place. The term "COMPANY," as used in this Plan,
shall mean the Company as heretofore defined and any successor or assignee to
the business or assets which by reason hereof becomes bound by this Plan.

                 ARTICLE VI. DURATION, AMENDMENT AND TERMINATION

     Section 6.1 Duration. If a Change in Control has not occurred, this Plan
shall expire three years from the Effective Date; provided that upon each annual
anniversary of the Effective Date (each such annual anniversary a "RENEWAL
DATE"), the Plan shall be extended for an additional year, unless pursuant to a
resolution adopted by the Board prior to the Renewal Date the Company determines
not to so extend the Plan. If a Change in Control occurs while this Plan is in
effect, this Plan shall continue in full force and effect for at least two years
following such Change in Control, and shall not terminate or expire until after
all Participants who become entitled to any payments hereunder shall have
received such payments in full.

     Section 6.2 Amendment or Termination. The Board may amend or terminate this
Plan at any time, including amending the eligibility to participate in the Plan
of Employees who are not existing Participants; provided that this Plan may not
be amended or terminated in a manner adverse to Participants as of the date of
the amendment or termination without one year's advance written notice of such
amendment or termination (including modifying the eligibility of Employees who
are already Participants to participate in the Plan) or the written consent of
the affected Participants.

     Section 6.3 Procedure for Extension, Amendment or Termination. Any
extension, amendment or termination of this Plan by the Board in accordance with
this Article VI shall be made by action of the Board in accordance with the
Company's charter and by-laws and applicable law.

                           ARTICLE VII. MISCELLANEOUS

     Section 7.1 Default in Payment. Any payment not made within 15 days after
it is due in accordance with this Plan shall thereafter bear interest,
compounded annually, at the prime rate then in effect as published in the Wall
Street Journal or any successor thereto.

     Section 7.2 No Assignment. No interest of any Participant or spouse of any
Participant or any other beneficiary under this Plan, or any right to receive
payment hereunder, shall be subject in any manner to sale, transfer, assignment,
pledge, attachment, garnishment, or other alienation or encumbrance of any kind,
nor may such interest or right to receive a payment or distribution be taken,
voluntarily or involuntarily, for the satisfaction of the obligations or debts
of, or other claims against, a Participant or spouse of a Participant or other
beneficiary, including for alimony.


                                       13

<PAGE>

     Section 7.3 Disputes. As a condition to Participation, Participant shall be
required to agree to the arbitration provisions of this Section 7.3. Any
controversy, claim or dispute of whatever nature arising between the parties
arising out of or relating to this Plan or the construction, interpretation,
performance, breach, termination, enforceability or validity of this Plan or the
arbitration provisions contained in this Plan, including the determination of
the scope of the agreement to arbitrate, shall be determined by arbitration in
Seattle, Washington, by one arbitrator in accordance with the Executive
Employment Arbitration Rules of the American Arbitration Association (the
"AAA"), except that (a) every person named on all lists of potential arbitrators
shall be a neutral and impartial lawyer with excellent academic and professional
credentials (i) who has practiced law for at least 15 years, specializing in
either executive compensation or general corporate and commercial matters, with
experience in the field of executive compensation and (ii) who has had
experience, and is generally available to serve, as an arbitrator, and (b) each
party shall be entitled to strike on a peremptory basis, for any reason or no
reason, any or all of the names of potential arbitrators on any list submitted
to the parties by the AAA as well as any person selected by the AAA to serve as
an arbitrator by administrative appointment. In the event the parties cannot
agree on the selection of the arbitrator from the one or more lists submitted by
the AAA within 30 days after the AAA transmits to the parties its first list of
potential arbitrators, the parties will be given an opportunity to submit names
of potential arbitrators who are not on the AAA lists and choose an arbitrator
under the same procedure. In the event the parties still cannot agree on the
selection of the arbitrator, the selection of the arbitrator shall be made by
the AAA from the remaining nominees in accordance with the parties' mutual order
of preference, or by random selection in the absence of a mutual order of
preference. The arbitrator(s) shall base their award on applicable law and
judicial precedent, shall include in such award the findings of fact and
conclusions of law upon which the award is based and shall not grant any remedy
or relief that a court could not grant under applicable law. Judgment on the
award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof. The prevailing party in any such arbitration shall be
entitled to an award of reasonable out-of-pocket expenses, including legal fees
and expenses, incurred in connection with the resolution of the dispute, to
enforce this Plan or to construe, or to determine or defend the validity of,
this Plan or otherwise in connection herewith.

     Section 7.4 Effect on Other Plans, Agreements and Benefits. Except to the
extent expressly set forth herein, any benefit or compensation to which a
Participant is entitled under any agreement between the Participant and the
Company or any of its Subsidiaries or under any plan maintained by the Company
or any of its Subsidiaries in which the Participant participates or participated
shall not be modified or lessened in any way, but shall be payable according to
the terms of the applicable plan or agreement. Notwithstanding the foregoing,
any benefits received by a Participant pursuant to this Plan shall be in lieu of
any severance benefits to which the Participant would otherwise be entitled
under any general severance policy or other severance plan maintained by the
Company for its management personnel. In the event of a Participant's
termination of employment entitling the Participant to Separation Benefits under
Section 4.2, any non-competition or non-solicitation provisions applicable to
the Participant with respect to the Company or any of its Affiliates shall cease
to apply as of the Participant's Date of Termination.

     Section 7.5 Notice. For the purpose of this Plan, notices and all other
communications provided for in this Plan shall be in writing and shall be deemed
to have been duly given when


                                       14

<PAGE>

actually delivered or mailed by United States registered mail, return receipt
requested, postage prepaid, addressed to the Company at its corporate
headquarters address, and to the Participant (at the last address of the
Participant on the Company's books and records), provided that all notices to
the Company shall be directed to the attention of the Board with a copy to the
Secretary.

     Section 7.6 Employment Status. This Plan does not constitute a contract of
employment or impose on the Participant or the Company any obligation for the
Participant to remain an Employee or change the status of the Participant's
employment or the policies of the Company and its Affiliates regarding
termination of employment.

     Section 7.7 Named Fiduciary; Administration. The Company is the named
fiduciary of the Plan, and shall administer the Plan, acting through the
Compensation Committee of the Board, or its delegate.

     Section 7.8 Unfunded Plan Status. This Plan is intended to be an unfunded
plan maintained for a select group of management or highly compensated
employees, within the meaning of Section 401 of ERISA. All payments pursuant to
the Plan shall be made from the general funds of the Company and no special or
separate fund shall be established or other segregation of assets made to assure
payment. No Participant or other person shall have under any circumstances any
interest in any particular property or assets of the Company as a result of
participating in the Plan. Notwithstanding the foregoing, the Company may (but
shall not be obligated to) create one or more grantor trusts, the assets of
which are subject to the claims of the Company's creditors, to assist it in
accumulating funds to pay its obligations under the Plan.

     Section 7.9 Validity and Severability. The invalidity or unenforceability
of any provision of the Plan shall not affect the validity or enforceability of
any other provision of the Plan, which shall remain in full force and effect,
and any prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.

     Section 7.10 Governing Law. The validity, interpretation, construction and
performance of the Plan shall in all respects be governed by the laws of the
State of Delaware, without reference to principles of conflict of law, except to
the extent pre-empted by federal law.

     Section 7.11 Execution. To record the adoption of the Plan by the Board,
the Company has caused its authorized officer to execute the Plan as of the date
specified below.

                            [SIGNATURE PAGE FOLLOWS]


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<PAGE>

     IN WITNESS WHEREOF, upon authorization of the Board of Directors, the
undersigned has caused the Eddie Bauer Holdings, Inc. Senior Officer Change in
Control Compensation Benefits Plan to be executed effective as of the 24th day
of October, 2005.

                                        EDDIE BAUER HOLDINGS, INC.


                                        By:
                                            ------------------------------------
                                            Fabian Mansson,
                                            Chief Executive Officer


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