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                                                                   EXHIBIT 10.19


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

THIS PARTICIPANT AGREEMENT (this "Agreement") is made effective as of the
Effective Date set forth below, by and between EDDIE BAUER HOLDINGS, INC., a
Delaware corporation ("Company"), and _______________________________, an
officer of Company ("Participant"), with respect to the following facts and
premises:

1. Participant has been designated as a "Participant" in the Company's SENIOR
OFFICER CHANGE IN CONTROL COMPENSATION BENEFITS PLAN (the "Plan");

2. The Plan has an arbitration provision that Participant must agree to as a
condition to participate in the Plan.

3. The Plan requires that the Company establish a Participant Agreement for each
Participant.

THEREFORE, the Company and Participant agree as follows:

A.   PARTICIPATION DATE. The date when this Agreement shall be effective between
     the parties (the "Participation Date") is: _____________ __, 200_.

B.   AGREEMENT TO ARBITRATE. Participant and Company hereby agree to the
     arbitration provisions in Section 7.3 of the Plan. Participant and Company
     hereby acknowledge that the arbitration provisions in the Plan constitute
     the exclusive mechanism for resolving any disputes between the parties
     relating to the interpretation, administration and benefits of the Plan and
     that by agreeing to the arbitration provisions in the Plan, the parties are
     waiving any right to litigate such dispute in a court of law, including any
     right to a trial by jury.

C.   GENERAL PROVISIONS.

     1.   PLAN PROVISIONS. All terms, conditions and provisions of the Plan, as
          it may be amended from time to time, are fully incorporated in this
          Agreement as if fully set forth herein. The language of the Plan shall
          supersede and control over any conflicting provisions of this
          Agreement.

     2.   AMENDMENT. This Agreement may be amended only by an express written
          agreement between the parties specifically referring to and reflecting
          an intent to amend this Agreement.

     3.   TAX AND LEGAL. Participant is not relying upon Company or anyone
          representing Company for legal or tax advice, representations or
          warranties (and acknowledges that none has been given) in connection
          with this Agreement and the Plan benefits, rights, interests and
          obligations. Participant acknowledges his/her right to consult (at
          his/her personal expense) with personal legal and tax advisors for all
          aspects of the Plan and this Agreement. 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 do not satisfy the additional conditions applicable to
          nonqualified deferred compensation under Section 409A of the Code and
          Section 4.3 of the Plan.

     4.   BINDING EFFECT. This Agreement is binding on and (to the extent
          expressly permitted by the terms of this Agreement and the Plan) shall
          inure to the benefit of the parties and their respective heirs,
          executors, administrators, successors and assigns.

     5.   DEFINED TERMS. Except as provided herein, all capitalized terms used
          in this Agreement have the same meaning and definition as set forth in
          the Plan.

                            [SIGNATURE PAGE FOLLOWS]


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     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer, and Participant has executed this Agreement, in the
City of Seattle, Washington.

                                     COMPANY

                                     EDDIE BAUER HOLDINGS, INC.


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

                                     Date:
                                           ---------------


                                     PARTICIPANT


                                     By:
                                         ---------------------------------------
                                         [name]

                                     Date:
                                           ---------------


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