exhibit (e)(8)

                                LANDS' END, INC.

                       EXECUTIVE RETENTION PLAN - GROUP A

          1. Identification of the Plan.

          1.1. Title. The Plan described herein shall be known as the "Executive
Retention Plan - Group A" of Lands' End, Inc. (the "Company") and is referred to
herein as the "Plan." The Plan is hereby established as of May 12, 2002 (the
"Effective Date").

          1.2. Purpose. The Board of Directors of the Company (the "Board")
believes it is in the best interest of the Company to provide incentives to its
executives in order to retain them prior to and following a change in control.
The Plan will provide additional means for the Company to retain qualified
individuals as full-time employees by providing retention and severance benefits
as provided herein, which will furnish such executives with an additional
incentive to continue to work for and contribute to the growth and success of
the Company prior to and following a change in control.

          2. Administration of the Plan.

          2.1. Committee's Membership and Powers. The Plan will be administered
by a committee (the "Committee") of the Board or its successor consisting of two
or more members of the Board, as the Board may designate from time to time;
provided that unless otherwise designated by the Board, the Committee shall be
the Compensation Committee of the Board. All questions of interpretation of the
Plan shall be determined by the Committee, and such determination shall be final
and binding upon all persons having an interest in the Plan. Notwithstanding any
other provision herein to the contrary, the Committee shall have no authority,
discretion or power to select the executives who will participate in the Plan,
to determine the amount of benefits under the Plan or the time at which
executives are granted participation in the Plan, or to alter any other terms or
conditions specified in the Plan, except in the sense of administering the Plan
subject to the provisions of the Plan.

          2.2. Indemnification. Service on the Committee shall constitute
service as a Director so that members of the Committee shall be entitled to
indemnification and reimbursement as Directors to the full extent provided for
at any time by law, the Company's Certificate of Incorporation, the Company's
By-Laws and in any insurance policy or other agreement intended for the benefit
of the Directors.

          3. Plan Participants. The executives of the Company designated by the
Board shall be entitled to participate in the Plan and are referred to herein as
"participants" or collectively as "Eligible Executives."

          4. Terms and Conditions of Retention and Severance Benefits.

          4.1. Retention Bonus.

          (a) If any Eligible Executive is employed by the Company upon the
     occurrence of a Sale of the Company and remains continuously employed by
     the



     Company after such Sale of the Company through the first anniversary of
     such Sale of the Company, then such Eligible Executive shall be entitled to
     receive a payment in the amount (the "Retention Bonus") equal to the
     product of (i) such Eligible Executive's annual base salary in effect on
     the Effective Date multiplied by (ii) 0.5; provided that each such Eligible
     Executive shall be entitled to the Retention Bonus as contemplated hereby
     in the event that he or she is terminated without Cause, resigns with Good
     Reason, dies or becomes Disabled (as defined in the Company's long-term
     disability plan) after the occurrence of the Sale of the Company and prior
     to or on such anniversary date. The Company shall pay the Retention Bonus
     to each Eligible Executive who is entitled to such Retention Bonus as soon
     as practicable following the first anniversary of the Sale of the Company;
     provided that if an Eligible Executive is terminated without Cause, resigns
     with Good Reason, dies or becomes Disabled after a Sale of the Company but
     prior to such anniversary date, the Retention Bonus shall be paid to such
     Eligible Executive as soon as practicable after such event.

          (b) For purposes hereof, a "Sale of the Company" shall be deemed to
     occur only upon (i) a sale of the business of the Company substantially as
     an entirety to any person or group, whether by means of an asset sale, a
     stock sale, a merger or otherwise, or (ii) the beneficial ownership by any
     person or group other than Gary Comer (the "Controlling Stockholder"), any
     family member, descendant or affiliate of the Controlling Stockholder and
     any trust or estate for his or their benefit (collectively, the "Comer
     Group") of an amount of the Company's common stock that is both (A) more
     than 35% of the Company's common stock and (B) a greater percentage of the
     Company's common stock than is at that time beneficially owned by the Comer
     Group; provided, however that a transfer of stock between or among members
     of the Comer Group shall not be deemed to constitute a "Sale of the
     Company"; provided further that, notwithstanding the foregoing, with
     respect to any transaction that contemplates the acquisition of 100% of the
     outstanding common stock of the Company by means of a tender offer followed
     by a merger, (i) the consummation of such tender offer shall not constitute
     a "Sale of the Company" hereunder, (ii) the consummation of such merger
     shall constitute a "Sale of the Company" hereunder, and (iii) any amounts
     that would become payable by the Company in respect of the consummation of
     such tender offer shall instead be paid upon the consummation of such
     merger.

          4.2. Severance Payments.

          (a) If any Eligible Executive's employment is terminated by the
     Company without Cause or if any Eligible Executive resigns with Good
     Reason, in each case after the occurrence of a Sale of the Company and
     prior to the second anniversary of the Sale of the Company, then such
     Eligible Executive shall thereupon cease to have any rights to salary,
     benefits or incentive awards (including without limitation any incentive
     award for the fiscal year in which the termination occurs or otherwise),
     except that: (x) the Company shall use its commercially reasonable efforts
     so that, during the period of salary continuation, such Eligible Executive
     may participate, at the same cost and expense as other similarly situated
     executives of the Company, in the Company's health and medical insurance
     policies, as such may be in effect from time to time, with benefits
     comparable

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     to benefits provided to similarly situated executives of the Company, and
     (y) such Eligible Executive shall be entitled to receive:

          (i)  salary at an annual rate equal to his or her annual base salary
               in effect on the Effective Date or such higher rate as in effect
               at any time thereafter (such Eligible Executive's "Annual Base
               Salary") through the date of termination;

          (ii) any bonus earned by such Eligible Executive under the Company's
               Annual Incentive Plan with respect to the previous fiscal year,
               but which has not theretofore been paid;

         (iii) a pro rata portion (based on the actual number of days served in
               the fiscal year of termination as compared to the total number of
               days in such fiscal year) of (A) 140% of the Executive's Target
               Bonus if separation occurs in fiscal year 2003, or (B) 100% of
               Target if separation occurs in a subsequent fiscal year, within
               30 days after the date of such termination;

          (iv) salary continuation equal to Executive's Annual Base Salary plus
               (A) 140% of the Executive's Target Bonus if separation occurs in
               fiscal year 2003, or (B) 100% of Target if separation occurs in a
               subsequent fiscal year. This amount will be paid out over a
               12-month period in accordance with the normal payroll cycle of
               the Company but in no case less frequently than monthly;

          (v)  all other rights and benefits in which such Eligible Executive is
               vested or entitled to by law as of the termination; and

          (vi) payment with respect to unused vacation time in accordance with
               the Company's policy.

          (b) For purposes of this Plan, "Cause" means: (i) Eligible Executive
     is convicted of a felony; (ii) in the course of carrying out his or her
     duties to the Company or its successor in the event of a Sale of the
     Company, Eligible Executive engages in conduct that constitutes willful
     dishonesty, moral turpitude, knowing violation of law (other than any
     violation of law committed in good faith by the Eligible Executive and in a
     manner he or she reasonably believed to be in or not opposed to the best
     interests of the Company and with respect to which he or she had reasonable
     cause to believe his or her conduct was lawful at the time the action was
     taken), willful refusal to carry out reasonable lawful directions from the
     Executive's superiors, gross neglect of duties or willful gross misconduct;
     provided, in each case described in this clause (ii), that the CEO of the
     Company or its successor in the event of a Sale of the Company determines
     in good faith that such conduct has resulted or is likely to result in
     material harm to the Company; or (iii) any other breach by Eligible
     Executive of this Agreement which is material and which is not cured within
     30 days after written notice thereof to Eligible Executive from the
     Company. There shall be no termination for Cause without Eligible
     Executive's first being given written notice describing in detail the
     grounds on which the

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     proposed termination is based and a reasonable opportunity to be heard and,
     if circumstances permit, to cure.

          (c) For purposes of this Plan, "Good Reason" means the occurrence of
     any of the following events without the written consent of the applicable
     Eligible Executive: (i) a material diminution of such Eligible Executive's
     duties or the assignment to him or her of duties that are inconsistent in
     any substantial respect with the position, authority or responsibilities
     associated with such Eligible Executive's position with the Company as of
     the Effective Date (the "Current Position"), other than any such
     authorities, duties or responsibilities assigned at any time after the
     Effective Date which are by their nature, or which are identified at the
     time of assignment, as being temporary or short-term; provided that the
     occurrence of a Sale of the Company in and of itself and the impact thereof
     on such Eligible Executive or a change in reporting relationship or title
     as a result of the Sale of the Company (including without limitation, if
     applicable, the impact of the cessation of the status of the Company as a
     public reporting and NYSE listed company) shall not be deemed to constitute
     "Good Reason" under this clause (i); (ii) the Company's requiring such
     Eligible Executive to be based at a location which is 50 or more miles from
     such Eligible Executive's principal office location on the date hereof; and
     (iii) a reduction by the Company in such Eligible Executive's base
     compensation or a material reduction in his or her employee benefits or
     perquisites, other than any such reduction that is made in connection with
     proportionate reductions for similarly situated executives. An Eligible
     Executive shall give written notice to the Board of his or her intention to
     terminate for Good Reason, such notice to describe in detail the grounds on
     which the proposed termination is based. The Company shall have 30 days
     after the date that such written notice has been given to the Board in
     which to cure such grounds.

          (d) For purposes of this Plan, "Target Bonus" shall mean an amount
     equal to 100% of an Eligible Executive's target performance level (as
     established by the Compensation Committee or its successor at the beginning
     of such fiscal year) under the Company's Annual Incentive Plan for the
     fiscal year in which a termination of employment occurs.

          5. Tax Matters. In the event an Eligible Executive incurs (through
withholding or otherwise) any excise tax ("Excise Tax") under Section 4999 of
the Internal Revenue Code of 1986, as amended (the "Code"), on "excess parachute
payments" made by the Company in connection with the consummation of a change in
control transaction, then the Company shall pay such Eligible Executive, prior
to the time any such Excise Tax is payable, an additional amount (the "Gross Up
Amount") which, after the imposition of all income and excise taxes thereon, is
sufficient to put such Eligible Executive in the same after-tax position as such
Eligible Executive would have been had such Eligible Executive not been subject
to any such Excise Tax; provided however, that if such Eligible Executive would
receive parachute payments (as defined in Section 280G of the Code) in
connection with the consummation of a change in control transaction, and the net
after-tax benefit of receiving such parachute payments plus the Gross Up Amount
would be less than 125% of the net-after-tax benefit that such Eligible
Executive would receive if the amount of such parachute payments were reduced so
that no Excise Tax were owing, then no Gross Up Amount shall be paid to such
Eligible Executive and

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the cash portion of any parachute payments made to such Eligible Executive shall
be reduced so that no Excise Tax shall be owed.

          For purposes of this Section 5, the net-after-tax benefit of payments
shall be determined by assuming that each Eligible Executive is subject to the
highest federal marginal tax rate, the highest marginal rate of taxation in the
state and locality of such Eligible Executive's primary place of business and by
assuming that state and local tax payments are deductible by such Eligible
Executive for federal income tax purposes at the highest marginal rate. In the
event the Internal Revenue Service adjusts the computation of the Company under
Section 5, the Company shall reimburse such Eligible Executive or such Eligible
Executive shall return payment to the Company to the extent necessary to achieve
the purpose of Section 5.

          6. General Provisions.

          6.1. Withholding of Taxes. The Company shall be entitled, if the Chief
Financial Officer (or any other financial officer designated by the Committee)
considers it necessary or desirable, to withhold (or secure payment from the
participant in lieu of withholding) the amount of any withholding or other
payment required of the Company under the tax withholding provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), any State income tax act
or any other applicable law with respect to any benefits provided under this
Plan.

          6.2. Contract Rights; No Rights to Employment Conferred. This Plan
shall be deemed to provide to each participant a contract right to the benefits
hereunder, as though the Company had entered into an agreement with such
participant on the terms and conditions contained herein. However, nothing in
this Plan shall interfere with or limit in any way the right of the Company to
terminate the employment of a participant at any time, with or without Cause,
nor confer upon a participant any right to continue in the employ of the Company
for any period of time or to continue his or her present or any other rate of
compensation.

          6.3. No Strict Construction. No rule of strict construction shall be
applied against the Company, the Committee or any other person in the
interpretation of the terms of the Plan or any rule or procedure established by
the Committee.

          6.4. Successors. This Plan is binding on and will inure to the benefit
of any successor to the Company, whether by way of merger, consolidation,
purchase or otherwise.

          6.5. Severability. If any provision of the Plan shall be held illegal
or invalid for any reason, such illegality or invalidity shall not affect the
remaining provisions of the Plan, and the Plan shall be construed and enforced
as if the invalid provisions had never been set forth herein.

          6.6. Amendment. The Board or its successors may amend the Plan at any
time and from time to time, in its sole discretion, but no amendment shall
impair a participant's rights with respect to any benefits under the Plan.

          6.7. Legal Fees. The Company shall be entitled to enforce its rights
under this Plan specifically, to recover damages and costs (including attorney's
fees) caused by any breach

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of any provision of this Agreement and to exercise all other rights
existing in its favor; provided that the Company shall reimburse any Eligible
Executive for all reasonable attorney's fees incurred by such Eligible Executive
in enforcing his or her rights hereunder after a Sale of the Company should such
Eligible Executive prevail.

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