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                                                                    EXHIBIT 10.4

                    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. This Plan has been amended and restated effective
June 23, 2006 to add a Tier IV Participant classification that covers Divisional
Vice-Presidents as provided herein.

                             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.

                  (d)      Tier 4 Participant: 75%

         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

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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 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

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criteria specified in (1), (2) and (3) above shall be deemed to be a
"Non-Qualifying Transaction").

         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 of the Plan shall be
October 24, 2005. The effective date of the amendment and restatement of the
Plan shall be June 26, 2006.

         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



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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 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



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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 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.

         Section 2.31 Tier 4 Participant. A Divisional 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 Divisional 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 Divisional Vice President at the time of the Change in
Control;



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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.

         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;

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                           (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 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



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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 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 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


                                       9
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the Payments. Notwithstanding the foregoing provisions of this Section 4.4(a),
if it shall be determined that a Tier 3 or a Tier 4 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 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


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<PAGE>

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:

                           (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


                                       11
<PAGE>

(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 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.

                                       12
<PAGE>

                         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 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

                                       13
<PAGE>

debts of, or other claims against, a Participant or spouse of a Participant or
other beneficiary, including for alimony.

         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.



                                       14
<PAGE>

         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 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]



                                       15
<PAGE>


         IN WITNESS WHEREOF, upon authorization of the Board of Directors, the
undersigned has caused the amendment and restatement of the Eddie Bauer
Holdings, Inc. Senior Officer Change in Control Compensation Benefits Plan to be
executed effective as of the _____ day of ___________, 2006.

                           EDDIE BAUER HOLDINGS, INC.


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



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