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                                                                 Exhibit 10.5(d)

                              EMPLOYMENT AGREEMENT
                              --------------------


         THIS AGREEMENT, dated December 20, 1996, is made by and between Easco
Corporation, a Delaware corporation (the "Company") and a direct subsidiary of
Easco, Inc. (the "Parent"), and Terry D. Smith (the "Executive").

                                    RECITALS:

         A. It is the desire of the Company to assure itself of the management
services of the Executive by engaging him as the Chief Financial Officer of the
Company.

         B. The Executive desires to commit himself to serve the Company on the
terms herein provided.

         NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements set forth below the parties hereto agree as follows:

         1. CERTAIN DEFINITIONS.

                  (a) "ANNUAL BASE SALARY" is defined in Section 5(a).

                  (b) "BENEFITS" is defined in Section 5(b).

                  (c) "BOARD" shall mean the Board of Directors of the Company.

                  (d) A "BONUS YEAR" shall be a 12-month period beginning on
         January 1 of any given year and ending on December 31 of such year,
         except that the first Bonus Year shall commence on the Start Date and
         shall terminate December 31, 1997.

                  (e) "CAUSE": For purposes of this Agreement, the Company shall
         have "Cause" to terminate the Executive's employment hereunder for
         matters arising out of or related to

                           (i) the Executive's personal dishonesty, inability or
                  unwillingness to perform duties appropriate to his employment
                  by the Company or any Subsidiary, willful misconduct, material
                  conflict of interest or material breach of fiduciary duty owed
                  to the Company or any Subsidiary,

                           (ii) any material (as opposed to technical) willful
                  violation of any law, rule, regulation or final
                  cease-and-desist order, or

                           (iii) any material breach by Executive of any
                  provision of any agreement between the Executive (on the one
                  hand) and the Company or any Subsidiary or other parties (on
                  the other hand) which remains uncured for more than ten days
                  after written notice describing such breach is given to the
                  Executive by the Company or the Subsidiary.

                  (f) "COMMITTEE" shall mean the Compensation Committee of the
         Board.





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                  (g) "DISABILITY" shall mean the absence of the Executive from
         the Executive's duties to the Company on a full-time basis for a total
         of 16 weeks during any 12- month period as a result of incapacity due
         to mental or physical illness which is determined to be total and
         permanent by a physician selected by the Company and acceptable to the
         Executive or the Executive's legal representative (such agreement as to
         acceptability not to be withheld unreasonably).

                  (h) "GOOD REASON" shall mean the Company's failure to vest in
         Executive the duties and responsibilities consistent with those set
         forth in Section 3 or failure to make any payment to the Executive when
         due which, in either case, remains uncured for more than ten days after
         written notice describing such breach is given to the Company to the
         Executive.

                  (i) "HOSTILE SALE OF THE PARENT OR COMPANY" shall mean a Sale
         of the Parent or Company described in subsection (k)(i) which is not
         approved by a majority of the members of the Board of Directors of the
         Parent who had such status as of the consummation of the transaction
         and also as of the date one year prior thereto. If on the date of such
         consummation there are no people satisfying such condition then the
         transaction shall be deemed to be a Hostile Sale of the Parent or
         Company.

                  (j) "PERFORMANCE BONUS" is defined in Section 5(c).

                  (k) "SALE OF THE PARENT OR COMPANY" shall mean

                           (i) a sale by one or more stockholders in one
                  transaction or a series of related transactions, of equity
                  securities representing more than 50% of the aggregate voting
                  power of shares entitled to vote in the election of directors
                  of the Parent or the Company, or

                           (ii) a liquidation, dissolution or other winding up
                  of the Parent or the Company.

                  (l) "START DATE" shall mean November 26, 1996.

                  (m) "STOCK" shall mean the $.01 par value common stock of the
         Parent.

                  (n) "SUBSIDIARY" shall mean any direct or indirect subsidiary
         of the Company.

                  (o) "TERM OF EMPLOYMENT" is defined in Section 2.

         2. EMPLOYMENT. The Company shall employ the Executive and the Executive
shall enter the employ of the Company, for the period set forth in this Section
2, in the positions set forth in Section 3 and upon the other terms and
conditions herein provided. The term of employment under this Agreement shall
commence on the Start Date and continue indefinitely until terminated pursuant
to Section 7 (the "Term of Employment").

         3. POSITION AND DUTIES. During the Term of Employment, the Executive
shall serve as the Chief Financial Officer of the Company and shall have such
duties, functions, responsibilities and authority as are consistent with the
Executive's position as the senior executive officer in charge of the financial
affairs of the Company.



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         4. PLACE OF PERFORMANCE. In connection with his employment during the
Term of Employment, the Executive shall be based at the corporate headquarters
of the Company currently located in Girard, Ohio, but subject to relocation at
the mutual agreement of the Company's Chief Executive Officer and the Board.

         5. COMPENSATION AND RELATED MATTERS.

                  (a) ANNUAL BASE SALARY. The Executive shall receive a base
         salary ("Annual Base Salary") at a rate of $160,000 per annum, payable
         in accordance with the Company's payroll practice for senior
         executives.

                  (b) BENEFITS. During the Term of Employment, the Executive
         shall be entitled to such health, dental, life and disability insurance
         coverage and other similar benefits as the Company provides to its
         senior executive employees generally.

                  (c) PERFORMANCE BONUS. As additional compensation for services
         rendered, for each Bonus Year contained within the Term of Employment,
         the Executive shall be eligible to receive a cash Performance Bonus in
         an amount ranging from 0% to 150% of his Annual Base Salary, with such
         percentage to be determined on the basis of the Company's financial
         performance as set forth in a separate document to be approved by the
         Committee (the "Schedule"). The Performance Bonus for each Bonus Year
         shall be paid no later than 15 days after the amount of such has been
         finally determined.

                  (d) EXPENSES. The Company shall promptly reimburse the
         Executive for all reasonable travel and other business expenses
         incurred by the Executive in the performance of his duties to the
         Company upon submission of proper documentation therefor.

         6. SPECIAL INITIAL COMPENSATION

                  (a) SIGNING BONUS. Company shall pay Executive $200,000 in
         cash under the following payment terms:


<TABLE>
                   <S>                                         <C>
                   Promptly after Execution
                   of this Agreement                           $100,000

                   First Anniversary
                   of Start Date                               $50,000


                   Second Anniversary
                   of Start Date                               $50,000
</TABLE>





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         Executive shall be required to return the following indicated amounts
         to the Company upon the termination of his employment

                           (i) by the Company for Cause or

                           (ii) by the Executive for any reason other than
                  Death, Disability or Good Reason

         prior to the indicated respective dates.


<TABLE>
                  <S>                                <C>
                  Second Anniversary
                  of Start Date                      $100,000

                  Third Anniversary
                  of Start Date                      $50,000

                  Fourth Anniversary
                  of Start Date                      $50,000.
</TABLE>


                  (b) STOCK GRANT. Promptly following execution and delivery of
         this Agreement and completion of all applicable registration and
         listing requirements, and upon Executive's payment to the Parent of the
         $.01 per share par value thereof, the Parent shall issue to the
         Executive 12,500 shares of Stock. Unless registered pursuant to
         applicable federal and state securities laws, such Stock shall bear a
         customary legend restricting transferability.

                  (c) LOAN. Pursuant to a separate note and security agreement
         Company will lend the Executive an amount equal to his additional 1996
         Federal and State income taxes incurred by reason of the Stock grant
         described in subsection 6(b), or such lesser amount as the Executive
         shall elect. Such note shall bear interest, with annual compounding, at
         the applicable Federal Mid-Term Rate set forth pursuant to Section
         1274(d)(1) for the month of the loan and shall provide for repayment in
         three equal installments on December 31, 1997, 1998 and 1999. The
         proceeds of such loan shall be disbursed to Executive not later than
         the time or times that Executive shall make the applicable tax payments
         provided that the Executive has furnished to the Company, reasonably in
         advance, information sufficient for the Company to calculate the amount
         of the loan.

                  (d) STOCK OPTIONS. Pursuant to separate stock option grant
         letters and, as applicable, the terms of the Company's Stock Option
         Plan, the Company shall grant the Executive options with respect to
         37,500 shares of Stock. One-half of these options shall be exercisable
         at $3.00 per share and one-half at $6.00 (which was the fair market
         value at the date of grant, November 24, 1996 by the Committee, subject
         to approval of the Board (which was obtained November 26, 1996, subject
         to entering into this Agreement)). These options shall become
         exercisable in 33 1/3% installments on the first, second and third
         anniversaries of the Start Date, provided that the Executive is still
         employed on each of such respective dates and provided further that no
         option shall be exercisable in any year to the extent that by reason of
         such exercise any portion of the compensation payable to the Executive
         would fail to be deductible by the Company or Parent by reason of
         Section 162(m) of the Internal



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         Revenue Code of 1986. The options shall also be fully vested, and, at
         the election of the Parent, settled for cash in connection with a Sale
         of the Parent or Company, in a manner similar to that specified in one
         or more recently executed agreements of other senior executives of the
         Company.

                  (e) ADDITIONAL STOCK OPTIONS. Pursuant to separate stock
         option grant letters and, as applicable, the terms of the Company's
         Stock Option Plan, the Company shall grant the Executive options with
         respect to 50,000 shares of Stock, exercisable at $5.75 (which was the
         fair market value at the date of grant, November 26, 1996).

                           (i) These options shall become exercisable in 33 1/3%
                  installments on January 1, 1998, January 1, 1999 and January
                  1, 2000, provided that:


                                    (A) The Executive is still employed on each
                           of such respective dates, and

                                    (B) Either

                                             (1) The Company's Earnings for the
                                    Contract Year immediately preceding such
                                    date is at least 80% of the Target Earnings
                                    for such Contract Year indicated on the
                                    Schedule, or

                                             (2). The total of the Company's
                                    Earnings for the Contract Year immediately
                                    preceding such date and the Company's
                                    Earnings for the Contract Year containing
                                    such date is at least 80% of total of the
                                    Target Earnings for such two Contract Years
                                    indicated on the Schedule.

                           (ii) Notwithstanding the above, the options shall
                  also be fully vested

                                    (A) On the seventh anniversary of the Start
                           date if the Executive is employed on such date, or

                                    (B) in connection with a Sale of the Parent
                           or Company, (and also, at the election of Parent,
                           cashed out) in a manner similar to that specified in
                           one or more recently executed agreements of other
                           senior executives of the Company.


         7. TERMINATION. The Executive's employment hereunder may be terminated
by the Company or the Executive, as applicable, without any breach of this
Agreement only under the following circumstances:

                  (a) DEATH. The Executive's employment hereunder shall
         terminate upon his death.

                  (b) DISABILITY. If the Company determines in good faith that
         the Disability of the Executive has occurred during the Term of
         Employment, the Company may



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         give the Executive written notice in accordance with Section 13(b) of
         its intention to terminate the Executive's employment. In such event,
         the Executive's employment with the Company shall terminate effective
         on the 30th day after receipt of such notice by the Executive, provided
         that within the 30 days after such receipt, the Executive shall not
         have returned to full-time performance of his duties. The Executive
         shall continue to receive his Annual Base Salary and Benefits until the
         date of termination.

                  (c) CAUSE. The Company may terminate the Executive's
         employment hereunder for Cause.

                  (d) WITHOUT CAUSE. The Company may terminate the Executive's
         employment hereunder without Cause upon 30 days notice.

                  (e) GOOD REASON. The Executive may terminate his employment
         hereunder for Good Reason upon 30 days notice.

                  (f) NOTICE OF TERMINATION. Any termination of the Executive's
         employment hereunder by the Company (or by the Executive pursuant to
         subsection (e)) shall be communicated by a notice of termination to the
         Executive (or to the Company, as appropriate). For purposes of this
         Agreement, a "notice of termination" shall mean a written notice which
         (i) indicates the specific termination provision in the Agreement
         relied upon, (ii) sets forth in reasonable detail any facts and
         circumstances claimed to provide a basis for termination of the
         Executive's employment under the provision indicated and (iii)
         specifies the effective date of the termination.

         8. SEVERANCE BENEFITS.

                  (a) TERMINATION WITHOUT CAUSE: If the Executive's employment
         shall terminate without Cause (pursuant to Section 7(d)) or with Good
         Reason (pursuant to Section 7(e)), then, if the Executive agrees to
         comply with the provisions of paragraph (ii),

                           (i) the Company shall continue to pay the Executive
                  his Annual Base Salary under the payment schedule otherwise in
                  effect and pay the Executive's COBRA premium, until the
                  earlier of

                                    (A)
                                             (I) if the termination occurs
                                    within six months following a Hostile Sale
                                    of the Parent or Company, the second
                                    anniversary of such termination, or

                                             (II) if the termination occurs
                                    under any other circumstances, the first
                                    anniversary of such termination, and

                                    (B) the date Executive commences other paid
                           employment with a regular work schedule of at least
                           35 hours per week;

                           (ii) such payments shall be made provided that the
                  Executive agrees in writing




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                                    (A) to a general release of the Parent, the
                           Company and affiliates in the form used generally by
                           the Company in the case of the termination of
                           employment of senior executives,

                                    (B) actively to seek other paid employment,
                           and

                                    (C) that he shall not, so long as he is
                           receiving payments pursuant to Section 8(a)(i),
                           without the prior written consent of the Board,
                           directly or indirectly engage in, or have any
                           interest in, or manage or operate any person, firm,
                           corporation, partnership or business (whether as
                           director, officer, employee, agent, representative,
                           partner, security-holder, consultant or otherwise)
                           that engages in the business of providing soft alloy
                           aluminum extrusions or vinyl extrusions, and which
                           directly compete with the Company in any of its
                           markets; PROVIDED, HOWEVER, that Executive shall be
                           permitted to acquire stock in such a corporation
                           provided such stock is publicly traded and the stock
                           so acquired is not more than one percent of the
                           outstanding shares of such corporation.

                  (b) TERMINATION BY DISABILITY: If the Executive's employment
         is terminated by reason of the Executive's Disability, the Executive or
         his estate shall continue to receive his Annual Base Salary until the
         date Executive's employment terminates.

         9. REPRESENTATIONS OF EXECUTIVE.

                  (a) The Executive represents that he is under no contractual
         or other legal constraint which would prevent him from executing this
         Agreement or carrying out in full his responsibilities hereunder.
         Executive indemnifies the Company from any cost, loss, liability,
         damage or expense (including attorney's fees) which it may incur by
         reason of any breach of the representation set forth in this Section
         9(a).

                  (b) The Executive also represents, warrants and covenants
         that:

                           (i) he is an "accredited investor" within the meaning
                  of Rule 501(a) under the Securities Act of 1933 (the "Act");

                           (ii) the purchase of the Stock hereunder by the
                  Executive will be for his own account;

                           (iii) the Executive has such knowledge and experience
                  in financial and business matters that he is capable of
                  evaluating the merits and risks of purchasing the Stock and
                  has been provided with comprehensive disclosure regarding all
                  aspects of the Company's business;

                           (iv) the Executive is not acquiring Stock with a view
                  to any distribution thereof in a transaction that would
                  violate the Act or the securities laws of any State of the
                  United States or any other applicable jurisdiction; and

         10. CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES

         The shares of Stock deliverable pursuant to Section 6 or upon the
exercise of an option, or any portion thereof, may be either previously
authorized but unissued shares or issued



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shares which have then been reacquired by the Parent. Such shares shall be fully
paid and nonassessable. The Parent shall not be required to issue or deliver any
certificate or certificates for shares of Stock granted pursuant to Section 6 or
purchased upon the exercise of an option or portion thereof prior to fulfillment
of all of the following conditions:

                  (a) The obtaining of approval or other clearance from any
         state or federal governmental agency which the Committee shall, in its
         absolute discretion, determine to be necessary or advisable; and

                  (b) The lapse of such reasonable period of time following the
         exercise of the option as the Committee may from time to time establish
         for reasons of administrative convenience.

         11. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. The Executive
acknowledges that during his employment he will have access to:

                  (a) confidential or secret plans, programs, documents,
         agreements, internal management reports, financial information or other
         material relating to the business, services or activities of the
         Company, and

                  (b) trade secrets, market reports, customer investigations,
         customer lists and other similar information that is proprietary
         information of the Company

(collectively referred to as "Confidential Information"). The Executive
acknowledges that such Confidential Information as is acquired and used by the
Company is a special, valuable and unique asset of the Company. In addition, all
records, files and other materials obtained by the Executive in the course of
his employment with the Company shall remain the property of the Company. The
Executive will not use Confidential Information or property of the Company for
his own benefit or the benefit of any person or entity with which he may be
associated. The Executive will not disclose any Confidential Information to any
person, firm, corporation, association or other entity for any reason or purpose
whatsoever without the prior written consent of the Company. The obligations of
this Section shall not apply to (i) information that enters the public domain
without a breach of this Agreement by the Executive or (ii) information
developed by or known to the Executive independently of disclosure to him by the
Company.

         12. BINDING ON SUCCESSORS. This Agreement shall be binding upon and
inure to the benefit of the Parent, the Company, the Executive and their
respective successors, assigns, personnel and legal representatives, executors,
administrators, heirs, distributees, devisees, and legatees, as applicable.

         13. GOVERNING LAW. This Agreement shall be governed, construed,
interpreted and enforced in accordance with the substantive laws of the State of
New York.

         14. CONSENT AND JURISDICTION. Each party hereto irrevocably and
unconditionally

                  (a) agrees that any suit, action or other legal proceeding
         arising out of this Agreement may be brought in the United States
         District Court for the Southern District of New York or, if such court
         does not have jurisdiction or will not accept jurisdiction, in the
         Supreme Court of the State of New York, New York County,




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                  (b) consents to the jurisdiction of any such court in any such
         suit, action or proceeding, and

                  (c) waives any objection which such party may have to the
         laying of venue of any such, suit, action or proceeding in any such
         court.

         15. VALIDITY. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.

         16. NOTICES. Any notice, request, claim, demand, document and other
communication hereunder to any party shall be effective upon receipt (or refusal
of receipt) and shall be in writing and delivered personally or sent by telex,
telecopy, or certified or registered mail, postage prepaid, as follows:

                  (a) If to the Parent or the Company, addressed to:

                               Theodore C. Rogers
                               American Industrial Partners
                               551 Fifth Avenue
                               Suite 3800
                               New York, NY 10176

                           With a copy to:

                               Jed W. Brickner
                               Latham & Watkins
                               885 Third Avenue
                               Suite 1000
                               New York, NY 10022

                  (b) If to the Executive, to him at the address set forth below
         under his signature;

or at any other address as any party shall have specified by notice in writing
to the other parties.

         17. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same Agreement.

         18. ENTIRE AGREEMENT. The terms of this Agreement and the other
documents contemplated hereby are intended by the parties to be the final
expression of their agreement with respect to the employment of the Executive by
the Company and may not be contradicted by evidence of any prior or
contemporaneous agreement. The parties further intend that this Agreement and
the other documents contemplated hereby shall constitute the complete and
exclusive statement of its terms and that no extrinsic evidence whatsoever may
be introduced in any judicial, administrative, or other legal proceeding to vary
the terms of this Agreement.




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         19. AMENDMENTS; WAIVERS. This Agreement may not be modified, amended,
or terminated except by an instrument in writing, signed by the Executive, and
the Chief Executive Officer of the Company. By an instrument in writing
similarly executed, the Executive or the Company may waive compliance by the
other party or parties with any provision of this Agreement that such other
party was or is obligated to comply with or perform; PROVIDED, HOWEVER, that
such waiver shall not operate as a waiver of, or estoppel with respect to, any
other or subsequent failure. No failure to exercise and no delay in exercising
any right, remedy, or power hereunder preclude any other or further exercise of
any other right, remedy, or power provided herein or by law or in equity.


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.



                              EXECUTIVE



                              /s/ Terry D. Smith
                              -------------------------------------
                              Terry D. Smith
                              3921 Walnut Wood Way
                              Uniontown, OH 44685


                              EASCO CORPORATION





                              By:  /s/ Norman E. Wells, Jr.
                                   --------------------------------
                                   Name:    Norman E. Wells, Jr.
                                   Title:   Chief Executive Officer



                              EASCO INC.




                              By:  /s/ Donald W. Davis
                                   --------------------------------
                                   Name:    Donald W. Davis
                                   Title:   Chairman of the Board



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