X0303 4 2009-04-21 0 0001345968 Eddie Bauer Holdings, Inc. EBHI 0001406475 Fiske McNeil S. Jr 10401 NE 8TH STREET SUITE 500 BELLEVUE WA 98004 0 1 0 0 President and CEO Stock Only Stock Appreciation Right .27 2009-04-21 4 A 0 200000 0 A 2019-04-21 Common Stock 200000 925000 D Stock Only Stock Appreciation Right .27 2009-04-21 4 A 0 194000 0 A 2019-04-21 Common Stock 194000 1119000 D Stock only stock appreciation right ("SOSARs")- the right to receive shares of Company common stock equal to the difference between (x) the closing price of the Company's stock on the date of grant and (y) the closing price of the Company's stock on the date of exercise, multiplied by the specified number of SOSARs, and divided by the closing price on date of exercise. SOSARs vest ratably annually over three years. SOSARs granted represent ?Mirror SOSARs? of those granted to Officers. The Mirror SOSARs may only be exercisable to the extent that the Officer SOSAR is forfeited. /s/Shanon Brown, attorney in fact 2009-04-22