Exhibit 10.5(c)  AMENDMENT
NO. 3, dated as of September 29, 2006, to the
Employment Agreement dated as of August 1, 2000, as amended (the Employment
Agreement), between Blyth, Inc., a Delaware corporation (the Company),
and Robert B. Goergen (the Executive).  WHEREAS,
the Company and the Executive desire to amend the Employment Agreement so as (a) to
extend the period during which the Executive shall be employed as (i) the
Chairman of the Board and Chief Executive Officer of the Company and (ii) the
non-executive Chairman of the Board of the Company and (b) to meet the
requirements of Section 409A of the Internal Revenue Code of 1986, as
amended.  NOW,
THEREFORE, the Company and the Executive hereby agree
as follows:  1.Section 1(f) of the Employment Agreement is hereby
amended to read in its entirety as follows:  Disability
shall have the meaning ascribed thereto in Section 409A(2)(C) of the
Internal Revenue Code of 1986, as amended (the Code), and any successor
provision thereto, and in the regulations promulgated thereunder.  2.Section 1(j) of the Employment Agreement is hereby
amended to read in its entirety as follows:  Initial Term shall mean the period commencing on the Effective Date
and ending on the earlier of (i) January 31, 2009 and (ii) the
ninetieth (90th) day after the date on which a written notice of
termination of the Initial Term is given by either the Executive or the
Company, by a resolution adopted by the Board.  3.The first sentence of Section 2 of the Employment
Agreement is hereby amended to read as follows:  The Employment Period shall begin on the Effective Date, and shall
continue during the Initial Term and for the period thereafter ending on the
earlier of (a) July 31, 2012 and (b) the ninetieth (90th) day
after the date on which a written notice of termination of the Employment
Period is given by either the Executive or the Company, by a resolution adopted
by the Board.  4.The first sentence of Section 3(a) of the
Employment Agreement is hereby amended to read as follows:  Commencing on the Effective Date and continuing for the portion of the
Employment Period ending on March 31,


2004, the Executive shall be employed as the Chairman of the Board,
President and Chief Executive Officer of the Company and be responsible for the
general management of the affairs of the Company; commencing on March 31,
2004, and continuing for the remainder of the Initial Term, the Executive shall
be employed as the Chairman of the Board and Chief Executive Officer of the
Company and be responsible for the general management of the affairs of the
Company.  5.Section 3(a) of the Employment Agreement is hereby
further amended by adding the following sentence at the end thereof:  The Company
hereby agrees that so long as the Executive, members of his immediate family
(including his wife, his children and their spouses and his grandchildren) or
entities controlled by the Executive and/or the members of his immediate family
are the beneficial owners of at least 25% of the issued and outstanding shares
of common stock of the Company (a) any policy of the Company requiring the
resignation of a director or the termination of the services of a person as a
director of the Company at age 72 shall not apply to the Executive and (b) the
Company will use its best efforts to cause the Executive to be nominated and
elected as a director of the Company until such time as the Executive reaches
the age of 75.  6.The first sentence of Section 6(a) of the
Employment Agreement is hereby amended to read as follows:  Subject to
vesting, as hereinafter provided, the Executive shall be entitled to receive,
during his lifetime, a supplemental pension benefit, commencing upon the earlier
of (a) August 1, 2010, and (b) the termination of the Employment
Period, equal to 50% of his Final Average Compensation, but not in excess of
$500,000 per annum.  7.Section 9 of the Employment Agreement is hereby amended
by adding a new subsection (k) thereto, 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)(1)(A)(2)(A)(i) of the Code and the
regulations promulgated thereunder) 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 additional taxes would be
payable in respect of such compensation or benefits  2


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.  8.The Employment Agreement is hereby amended by adding the
following new Section 24 at the end thereof to read in its entirety as follows:  The Parties
agree that this Agreement and the rights granted to the Executive hereunder are
intended to meet the requirements of paragraphs (2), (3) and (4) of Section 409A(a)(1)(A) of
the Code (the 409A Requirements). 
Accordingly, the Parties agree that during the period ending on December 31,
2006 (or such later date as set forth by the Internal Revenue Service for good
faith compliance with guidance relating to Section 409A of the Code), the
Parties agree that they shall negotiate in good faith to revise any provisions
of this Agreement that might otherwise fail to meet the requirements of paragraphs
(2), (3) and (4) of Section 409A of Code; provided, however,
that nothing contained in this Section 24 shall be deemed to require the
Company to incur any material compensation expense in excess of that which
would be incurred by it in the absence of this Section 24.  9.Except as amended hereby, the Employment Agreement shall
remain in full force and effect.  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  3