Exhibit 10.5(d)  AMENDMENT
NO. 4, dated as of June 6, 2007, to the
Employment Agreement dated as of August 1, 2000 (the Original Employment
Agreement, with such Original Employment Agreement, as previously amended,
being herein called the Employment Agreement), between Blyth, Inc., a
Delaware corporation (the Company), and Robert B. Goergen (the Executive).  WHEREAS,
in light of the fact that the Executive did not receive any adjustment in his
compensation in recognition of the postponement, pursuant to a previous
amendment to Section 6(a) of the Original Employment Agreement, of
the commencement date for the payment to him of supplemental pension benefits, the
Company and the Executive desire to amend the Employment Agreement so as to
provide for the deferred payment of an additional supplemental pension benefit
to the Executive; and  WHEREAS,
the Company and the Executive wish to clarify the dates on which the
supplemental pension benefit will be due and payable under Section 6(a) of
the Employment Agreement;  WHEREAS,
the Company and the Executive desire to amend the Employment Agreement so as to
defer any payment to the Executive of the supplemental pension benefit that
would result in the imposition of interest and/or penalties upon the Executive pursuant
to Section 409A of the Internal Revenue Code of 1986, as amended (the Code)
or that would result in the loss of a tax deduction by the Company pursuant to Section 162(m) of
the Code; and  WHEREAS,
the Company and the Executive desire to amend the Employment Agreement to
comply with Section 409A of the Code pursuant to the final regulations
promulgated thereunder.  NOW,
THEREFORE, the Company and the Executive hereby agree
as follows:  1.Section 1(f) of the
Employment Agreement is hereby amended and restated to read in its entirety as
follows:  Disability shall have the meaning
ascribed thereto in Section 409A(2)(C) of the Code and Treasury
Regulation Section 1.409A-3(i)(4)(i). 
In addition, Disability shall include the events listed in Treasury
Regulation Section 1.409A-3(i)(4)(iii) to the extent permitted
thereunder.  2.Section 6(a) of the
Employment Agreement is hereby amended effective January 1, 2008 by (a) deleting
the period that appears at the end of the first sentence thereof and substituting
a comma in lieu thereof, and (b) adding the following clause immediately
after such comma: which amount shall be payable in four equal quarterly
installments each year, commencing on the earlier of August 1, 2010 or the
day following the termination of the Employment Period.


3.Section 6 of the Employment
Agreement is hereby amended by adding a new subsection (c) thereto to read
as follows:  (c)Anything to the
contrary in Section 6(a) notwithstanding, and except as provided
below, the Company shall not be obligated to pay the Executive the annuity that
is provided for therein if and to the extent that interest and/or penalties
would be payable by the Executive pursuant to Section 409A of the Code or
additional taxes would be payable by the Company as the result of the loss of a
tax deduction pursuant to Section 162(m) of the Code by reason of
such payment; provided, however, that any portion of such annuity that is not
paid to the Executive by reason of this Section 6(c) shall be payable
to the Executive following his Separation from Service as provided in Section (9)(l) hereof;
and provided, further, that the Company shall not defer payment of the annuity
pursuant to this Section 6(c) if such deferral would result in the
imposition of interest and/or penalties upon the Executive pursuant to Section 409A
of the Code.  4.Section 9(k) of the
Employment Agreement is hereby amended to read in its entirety as follows:  Anything to the contrary herein
notwithstanding, the Executive shall not be paid any compensation or benefits
hereunder upon a separation from service (within the meaning of Section 409A(a)(2)(A)(i) of
the Code and the regulations promulgated thereunder, and herein called a Separation
from Service) with the Company until the date which is 6 months after the date
of such Separation from Service (or, if earlier, the date of death of the
Executive) if, and to the extent that interest and/or penalties would be
payable in respect of such compensation or benefits pursuant to Section 409A(a)(1)(B) of
the Code and the regulations promulgated thereunder if paid prior to such date;
provided, however, that in the event that the Company does not pay the
Executive compensation or benefits by reason of the provisions of this
subparagraph (k), then, on the date which is 6 months after the date of such Separation
from Service, it shall pay all of such compensation and benefits as was not so
paid.  5.Section 9 of the Employment
Agreement is hereby amended by adding the following new subsection (l) at the
end thereof to read in its entirety as follows:  (l)In addition to the
annuity that is described in Section 6(a) hereof, the Executive shall
earn, until the Executives Separation from Service, an additional supplemental
pension benefit in a quarterly amount of $125,000, commencing retroactively as
of August 1, 2006, and each November 1, February 1, May 1
and  2


August 1 thereafter; provided, however,
the payment of such additional supplemental compensation to the Executive shall
be deferred until after the Executives Separation from Service.  Upon the Executives Separation from Service
with the Company, but subject to Section 9(k) hereof, the Company
shall be obligated to pay the Executive an amount (hereinafter called the Deferred
Supplemental Pension Benefit Obligation) equal to the sum of (i) the
additional supplemental pension benefit to which the Executive became entitled
pursuant to this Section 9(l) prior to his Separation from Service
with the Company, together with interest thereon at the rate of 6% per annum,
compounded quarterly, calculated from the dates that the Executive earned the
same to the date of the Executives Separation from Service with the Company,
plus (ii) the amount of any annuity payments that were deferred, in whole
or in part, pursuant to Section 6(c) hereof, together with interest
thereon at 6% per annum, compounded quarterly, calculated from the dates that
such annuity payments or any portion thereof were deferred to the date of the
Executives Separation from Service with the Company.  The unpaid Deferred Supplemental Pension
Benefit Obligation shall bear interest at the rate of 6% per annum, compounded
quarterly, commencing on the day following the Executives Separation from
Service with the Company.  The Deferred
Supplemental Pension Benefit Obligation, and the interest thereon, shall be
payable, subject to Section 9(k) hereof, on the day after each
anniversary of the Executives Separation from Service with the Company, in
annual installments of $400,000, which amount shall be applied first to
interest accrued on the Deferred Supplemental Pension Benefit Obligation and
then to reduce the outstanding balance thereof; provided, however, that the
last such installment shall be payable in the amount of the then unpaid
Deferred Supplemental Pension Benefit Obligation, together with then accrued
interest thereon; and provided, further, that the entire unpaid balance of the
Deferred Supplemental Pension Benefit Obligation, together with all accrued and
unpaid interest thereon, shall be payable upon the Executives death, unless
such payment would result in the Company losing a tax deduction pursuant to
Code Section 162(m), in which case the Company shall continue to make the
annual installment payments to the Executives estate until the entire Deferred
Supplemental Pension Benefit Obligation and all accrued interest thereon has
been paid in full.  6.Except as amended hereby, the
Employment Agreement shall remain in full force and effect.  3


IN
WITNESS WHEREOF, the parties have executed this
Amendment as of the date set forth above.  Blyth, Inc.By:Its:The
  Executive:Robert B. Goergen  4