**Exhibit 10.6(b)**

 

**AMENDMENT NO. 2**,dated as of March 31, 2004, to the Employment Agreement dated as ofAugust 1, 2000, as amended (the “Employment Agreement”), between Blyth,Inc., a Delaware corporation (the “Company”), and Robert B. Goergen (the“Executive”).

 

**WHEREAS**, the Companyand the Executive desire to amend the Employment Agreement so as to providethat the Executive shall be employed as (a) the Chairman of the Board,President and Chief Executive Officer of the Corporation during the periodcommencing as of August 1, 2000 and ending as of March 31, 2004, (b)the Chairman of the Board and Chief Executive Officer during the periodcommencing as of March 31, 2004 and ending as of August 1, 2007, and(c) the non-executive Chairman of the Board of the Corporation during the threeyear period commencing as of August 1, 2007, subject to the terms andconditions that are presently set forth in the Employment Agreement.

 

**NOW, THEREFORE**, theCompany and the Executive hereby agree as follows:

 

# 1.               Thefirst sentence of Section 1(b) of the Employment Agreement is herebyamended to read as follows:

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“Base Salary” shall mean an annualized salaryof not less than (a) $600,000 during the first seven years of the EmploymentPeriod and (b) thereafter, one-half of the annualized Base Salary as in effecton the last day of the Initial Term, in each case as adjusted as contemplatedby Section 4 below.  “

 

# 2.               Section 1(j)of the Employment Agreement is hereby amended to read in its entirety asfollows:

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“Initial Term” shall mean that portion of thefirst seven years of the Employment Period during which the Executive continuesto be employed hereunder.

 

# 3.               Thefirst sentence of Section 2 of the Employment Agreement is hereby amendedto read as follows:

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The Employment Period shall begin on theEffective Date, and shall continue until the last day prior to tenthanniversary of the Effective Date.

 

# 4.               Thefirst sentence of Section 3(a) of the Employment Agreement is herebyamended to read as follows:

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Commencing on the Effective Date andcontinuing for the portion of the Employment Period ending on March 31,2004, the Executive shall be employed as the Chairman of the Board, Presidentand Chief Executive Officer of the Company and be responsible for the generalmanagement of the affairs of the Company; commencing on March 31, 

 

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2004, and continuing for the remainder of thefirst seven years of the Employment Period, the Executive shall be employed asthe Chairman of the Board and Chief Executive Officer of the Company and beresponsible for the general management of the affairs of the Company.

 

# 5.               Thefirst sentence of Section 6(a) of the Employment Agreement is herebyamended to read as follows:

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Subject to vesting, as hereinafter provided,the Executive shall be entitled to receive, during his lifetime, a supplementalpension benefit, commencing on the tenth anniversary of the Effective Date,equal to 50% of his Final Average Compensation, but not in excess of $500,000per annum.

 

6.                                       Exceptas amended hereby, the Employment Agreement shall remain in full force andeffect.

 

7.                                       TheExecutive hereby agrees that the Company should advise Harold B. Finn III, astrustee under the Trust Agreement dated as of June 15, 2002, by andbetween the Company and Harold B. Finn III, that the Executive will not becomeentitled to receive supplemental pension benefits under Section 6 of theEmployment Agreement, as amended hereby, until the tenth anniversary of theEffective Date (as defined in the Employment Agreement).

 

**IN WITNESS WHEREOF**,the parties have executed this Amendment as of the date set forth above.

 
|   | Blyth, Inc.           |
|--------|-----------------------|
|   |                  |
|   |                  |
|   | By:                   | /s/ Jane F. Casey |   |
|   |                  | Its: Vice President |
|   |                  |
|   |                  |
|   | The Executive:        |
|   |                  |
|   |                  |
|   | /s/ Robert B. Goergen |   |
|   | Robert B. Goergen     |
|        |                       |  |  |  |

 

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