<PAGE>
                                                                EXHIBIT 10.10(d)

                              (EDDIE BAUER(R) LOGO)
                                   SINCE 1920

NAME:                                Shelley Milano
START DATE:                          TBD
POSITION:                            Senior Vice President, General Counsel
BASE SALARY:                         $350,000
ANNUAL EXECUTIVE PERSONAL ALLOWANCE: $ 14,000
SIGNING BONUS:                       $ 50,000

AREAS OF RESPONSIBILITY:

In your role as Senior Vice President, General Counsel and Secretary of Eddie
Bauer, Inc. (the "Company"), you will be responsible for providing legal counsel
and managing and developing corporate secretary functions and responsibilities
for the Company. You will report to the Chief Executive Office of the Company.

BASE SALARY AND EXECUTIVE PERSONAL ALLOWANCE

Your Base Salary and Annual Executive Personal Allowance will be paid in equal
amounts, over twenty-six (26) pay periods. Each pay period represents a two-week
span of time beginning on a Monday and ending on the Friday of the following
week. Payment is dispersed the Friday of the week after the conclusion of each
pay period.

SIGNING BONUS

The Company will pay you a Signing Bonus of $50,000 which will be paid to you
upon your first paycheck as a regular full time associate and subject to the
following conditions:

The Signing Bonus is expressed in its gross amount. If you voluntarily terminate
your employment or if your employment is terminated by the Company due to
Misconduct (as such term is defined below) at any time during your first year of
employment, you will reimburse the Company for a portion of the Signing Bonus as
proved below:

     a. Termination within six months of Start Date: 100%

     b. Termination between six and twelve months of Start Date: 50%

ANNUAL INCENTIVE PLAN:

During your employment with the Company, you will participate in the Company
Annual Incentive Plan (the "Annual Incentive Plan") in accordance with the terms
and conditions as in effect from time to time. Your annual incentive target as a
Senior Vice President under the Annual Incentive Plan is 70% of your Base
Salary. Payment under the Annual Incentive Plan will occur if the Company
reaches target performance goals. The payout occurs after Annual Incentive Plan
year results are finalized and at the same time incentive payments under the
Annual Incentive Plan are paid to all other participants. If you voluntarily
resign or are terminated due to Misconduct prior to the payout you will not be
eligible to receive any payments under the Annual Incentive Plan.


                                       1

<PAGE>

ANNUAL MERIT REVIEW:

Your salary will be subject to an annual merit review during the Company's
performance review cycle occurring in March each year, beginning with the review
cycle in 2006 for performance in 2005. Any merit amount will be prorated based
on your date of hire.

ADDITIONAL CURRENT BENEFITS

BENEFITS PACKAGE: Eddie Bauer provides a competitive package of benefit plans
including medical, dental, vision and 401(k). The Company reserves the right to
amend or modify the benefits plans at any time.

ASSOCIATE DISCOUNT: Associates, and their eligible dependents, receive a 30%
merchandise discount at Eddie Bauer.

VACATION ACCRUAL: You accrue vacation hours at the rate of four (4) weeks per
year. In addition to your vacation accrual, you will be eligible for four (4)
personal days per year.

SEVERANCE BENEFITS: In the event your position is eliminated and you are not
offered a similar position in terms of scope of responsibility with the Company
and your employment is terminated by the Company for reasons other than
Misconduct the Company agrees to provide twelve months of severance determined
based on your highest Base Salary in the past year, payable in a lump sum on the
first payroll following your termination. Additionally, the Company will provide
six months of medical insurance under COBRA at the associate rate. You will not
be eligible for any benefits under this section in the event of voluntary
separation, or termination by the Company for Misconduct. Any payments pursuant
to this section will be subject to your execution of a waiver and release of
claims against the Company substantially in a form satisfactory to the Company.

Misconduct is defined for purposes of this agreement as (i) a material breach of
your obligations hereunder which is not cured within fifteen (15) days after
written notice thereof is given to you, (ii) willfully engaging in misconduct
with regard to the Company or in connection with your duties that is injurious
to the business, reputation, character, or community standing of the Company,
(iii) your conviction in a court of law of or the pleading of guilty to, any
felony or any crime involving moral turpitude, (iv) a material violation of any
duty of loyalty to the Company or its affiliates.

ADDITIONAL EXECUTIVE PROGRAMS

As an officer of the Company you will also be eligible to participate in the
following currently offered executive programs. The plans highlighted here are
detailed in plan documents. Please refer to those documents for more
information. Nothing said here is intended to alter their meaning and in the
event of any conflict the terms of the legal plan documents control. The Company
reserves the right to amend or terminate the plans at any time.

     EXECUTIVE LIFE INSURANCE PLAN: provides four times annual base salary. The
     Company pays the full cost of the program.

     ANNUAL EXECUTIVE PERQUISITE ALLOWANCE: provides an allowance for auto
     expenses and/or financial, tax and estate planning. The Annual Executive
     Perquisite Allowance is paid in equal installments described above. Your
     Annual Executive Perquisite Allowance. Your Annual Executive Perquisite
     Allowance will be pro-rated for the number of pay periods remaining in the
     year.


                                       2

<PAGE>

     CORPORATE CREDIT CARD: you will be issued a corporate credit card to
     provide payment for business related expenses.

WITHHOLDING TAXES

All payments hereunder will be subject to any and all applicable federal, state
local and foreign withholding taxes.

Please sign and return one copy to confirm your acceptance and understanding of
your compensation package.

/s/ Shelley Milano                      3/11/05
-------------------------------------   ----------------------------------------
Shelley Milano                          Date

/s/ Fabian Mansson                      3/11/05
-------------------------------------   ----------------------------------------
Fabian Mansson                          Date

No representative of the company has the authority to enter in to an agreement
contrary to the foregoing, except in writing signed by you, the President of the
Company and Divisional Vice President, Human Resources.


                                        3