EXHIBIT (e)(5)
                            PRIVATE AND CONFIDENTIAL

October __, 2002

[Name]
[Address]
[City, Province]
[Postal Code]

Dear [Name]:

For the purpose of providing you, in your capacity as [Title] of Emco Limited
("Emco" or the "Company"), with an incentive to improve the profitability of
Emco and to encourage you to continue to contribute in a substantial manner to
the success of Emco's business activities, the Board of Directors of Emco has
approved the terms of this letter. In the event of a Transaction and your
employment is terminated by Emco, or a successor to some or all of its business,
as the case may be, within eighteen months following the effective date of such
a Transaction, Emco will provide you with the severance payments and benefits
set out below (the "severance payments"), which are inclusive of all amounts and
benefits (other than vested pension and other vested retirement benefits and
vested stock options at the date of such termination) to which you would
otherwise be entitled under Emco's usual policies, applicable statues and
regulations, or at law.

For the purposes of this Agreement, the following terms shall have the following
meanings:

1) "Transaction" means:

   a) the sale of all or substantially all of the assets of Emco;

   b) the acquisition by any entity or related entities, other than Masco
      Corporation ("Masco") and its subsidiaries and affiliates, of beneficial
      ownership of securities of Emco which, directly or following conversion or
      exercise thereof, would entitle the holder thereof to cast more than 50%
      of the votes attaching to all securities of Emco which may be cast to
      elect directors of Emco; or

   c) a reorganization, merger, amalgamation or other transaction whereafter (i)
      the common shares of Emco are no longer publicly traded on a recognized
      stock exchange, or (ii) at least one-half of the members of Board of
      Directors of Emco on the day immediately prior to such reorganization,
      merger, amalgamation or other transaction cease to be members of the Board
      within eighteen months following such reorganization, merger, amalgamation
      or other transaction.

2) "termination of your employment" and other similar expressions mean
   termination of your employment with Emco for any reason (including, without
   limitation, constructive dismissal), other than (i) voluntary resignation
   (other than in connection with constructive dismissal), (ii) termination for
   just cause, (iii) normal retirement or voluntary early retirement, (iv)
   death, (v) permanent mental or physical disability; or (vi) termination which
   arises solely as a result of a sale by Emco of all or substantially all of
   its assets provided employment is offered to you by a successor purchaser on
   substantially the same terms and conditions of employment which existed prior
   to such sale provided no constructive dismissal results therefrom.

3) "constructive  dismissal"  means any  fundamental  adverse change in the



   status, scope or authority of your functions and responsibilities or in
   salary, benefits, pension contribution or benefit, bonus, long term incentive
   compensation or other elements of your usual compensation, or any other
   matter which may constitute constructive dismissal at law, which have not
   been accepted by you in writing and following which you voluntarily terminate
   your employment within one month of any such change.

4) "just cause" means wilful or gross misconduct or disobedience, wilful or
   gross neglect of duty, the commission of a criminal offence against Emco or
   any of its subsidiaries (including, without limitation, theft, embezzlement
   or misappropriation of funds or other property of Emco or any of its
   subsidiaries), or any act which constitutes a material breach of your
   obligations to Emco, but shall not include personality conflict.

5) "severance period" means the earlier of (i) o months following the effective
   date of the termination of your employment or (ii) the period of time
   remaining to your 65th birthday.

6) "entity" means any business, person, partnership, firm, corporation or other
   entity.

7) "new employment" means your employment by any entity, the offering of your
   services as an independent contractor or consultant, or you otherwise
   becoming independently employed and your annual earnings or income from such
   activities are equal to at least two-thirds of your annual base salary in
   effect at the time of termination of your employment.

In the event your employment is terminated within eighteen months following the
effective date of a Transaction, Emco, or its successor, will provide to you the
following severance payments:

1) BASE SALARY: You will receive, for the severance period, the greater of (i)
   your base salary in effect at the time of termination of your employment and
   (ii) your base salary in effect on the day immediately prior to the effective
   date of the Transaction, less all deductions required by law. This amount
   will be paid to you in the form of salary continuance;

2) BENEFITS: You will continue to receive, until the earlier of the end of the
   severance period and the date you obtain new employment, benefits coverage,
   at a minimum, on substantially the same terms and conditions in effect
   immediately prior to the effective time of the Transaction, including,
   without limitation health, medical, dental, and long-term disability
   insurance, and health spending account, provided that you continue to pay on
   account of benefits any amount that you were required to pay on account of
   benefits prior to termination of your employment. To the extent that some or
   all of the foregoing benefits coverage cannot be continued following the date
   of the termination of your employment for some or all of the severance period
   with same or similar carriers at the same or similar rates and in respect of
   critical illness, accident, travel and life insurance, you will receive a
   lump sum payment equal to Emco's cost of providing such coverage, based on
   coverage costs in effect prior to the termination of your employment, for the
   period during the severance period for which such benefits coverage cannot be
   continued;

3) PENSION PLAN:

   a) You will be credited with pensionable service for the period included in
      the severance period under your pension plan (to the extent permitted by
      applicable pension and income tax laws) and under the



      supplemental retirement plan portion of your pension plan ("SRPA");

   b) Your highest average earnings for this purpose shall be calculated at the
      end of the severance period, including the base salary and bonuses paid
      during the severance period and otherwise as provided for in your pension
      plan;

   c) Your age, for the purpose of calculating any early retirement reduction
      factor under your pension plan (to the extent permitted by applicable
      income tax laws) and under the SRPA, shall be deemed to be equal to the
      age you have attained at the end of the severance period; and

   d) The date of payment and form of benefit to which you are entitled under
      your pension plan and under the SRPA, as modified by this Agreement, shall
      be determined in accordance with the terms of such plan or arrangement in
      effect at the applicable time;

4) VACATION  PAY:  You  will be paid  vacation  pay  owing to you as of the
   effective date of termination  of your  employment,  but no vacation pay
   shall accrue for the severance period;

5) COMPANY CAR: Emco, or its successor, will continue to pay your car
   arrangements in effect immediately prior to the time of termination of your
   employment, including insurance and reasonable operating expenses (excluding
   a cell phone), until the earlier of the end of the severance period and the
   date you obtain new employment. In the event that the lease, if any, for such
   car expires during the severance period, such lease will be extended or
   otherwise renegotiated for the period for which your car arrangements are to
   be continued hereunder. At the end of the severance period, you have the
   option of returning the car to Emco or buying out the lease at the cost
   provided for therein;

6)   MANAGEMENT INCENTIVE PLAN:

   a) You will receive your annualized bonus for the calendar year in which your
      employment is terminated, prorated from January 1 of such year to the date
      of the termination of your employment;

   b) In addition to the amount set out in section 6(a):

     (i)  In the event that your employment is terminated in the 2002 calendar
          year, you will receive an amount equal to the number of years and
          fractions thereof that constitute the severance period multiplied by
          the average of your annualized bonus for the 2002 fiscal year and your
          bonus for the 2001 fiscal year. This amount will be paid to you in the
          same manner as your base salary. In such event, your annualized bonus
          for the 2002 fiscal year will be calculated for the full year based on
          the 2002 year-to-date results versus the 2002 year-to-date bonus
          objectives, as at the effective time of the termination of your
          employment; and

     (ii) In the event that your employment is terminated subsequent to the 2002
          calendar year, you will receive an amount equal to the number of years
          and fractions thereof that constitute the severance period multiplied
          by the average of your bonuses for the two fiscal years prior to the
          termination of your employment. This amount will be paid to you in the
          same manner as your base salary;

7) STOCK  OPTIONS:  Subject to the  earlier  vesting of your stock  options
   pursuant to, and the  Reorganization  provisions  of, the 1991 Long Term
   Incentive Program:



   a) Stock options which would normally vest after the termination of your
      employment will vest on the effective date of the termination of your
      employment, and shall thereafter expire on the expiry dates established at
      the time of the award of the stock options, and

   b) Regardless of whether there is a termination of your employment, to the
      extent you are not otherwise compensated by way of substitute stock
      options or other forms of compensation of at least a value equivalent to
      the value of your vested and unvested stock options, in the event of a
      Transaction such that the common shares of Emco are no longer publicly
      traded on a recognized stock exchange, your options shall vest and you
      will receive promptly thereafter for the cancellation of such options
      payment of an amount equal to the difference, if any, between (i) the
      compensation paid per share for the common shares of Emco on such a
      Transaction and (ii) the price per share at which your stock options are
      exercisable;

8) OUTPLACEMENT:   Emco,  or  its   successor,   will  pay  for  reasonable
   re-employment  consulting  services,  in an amount not to exceed $40,000
   for a period of 12 months following termination of your employment; and

9) INSURANCE - Emco, or its successor, as the case may be, will maintain on your
   behalf, for a period of at least six years from the date of the termination
   of your employment, liability insurance in respect of any liabilities
   incurred by you in your capacity as an officer and/or executive of Emco, in
   an amount and coverage at least equal to that which was in effect on the day
   immediately prior to the Transaction or if the cost thereof would exceed 125%
   of the cost paid for such insurance in the year immediately prior to the
   Transaction, then for the amount and coverage which 125% of such amount
   previously paid would purchase.

In the event of the first to occur of (A) a Transaction where Masco owns 30% or
more of the Company's outstanding common stock immediately prior to such
Transaction and which is not unanimously approved by the Board of Directors of
Emco, or (B) any Transaction where Masco owns less than 30% of the Company's
outstanding common stock immediately prior to such Transaction or (C) any second
Transaction after the date hereof, all of which are regardless of whether your
employment is terminated thereafter, or (D) on the termination of your
employment within eighteen months following the effective date of a Transaction,
Emco or its successor, as the case may be, will cause your entitlement under the
SRPA to be secured by way of a letter of credit issued to and held in trust for
your benefit in an amount equal to the value of such entitlement as modified by
this Agreement, as determined by actuarial valuation (the "pension
entitlement"), and Emco (or its successor) will be responsible for establishing
such trust, any tax, legal, administrative or other costs associated with such
trust, the cost of the actuarial valuation, and any costs associated with the
letter of credit. Such irrevocable letter of credit shall be renewed annually to
reflect the then current value of the pension entitlement as determined by an
actuarial valuation at the cost of Emco (or its successor). Such irrevocable
letter of credit shall be drawn down by the trustee in certain circumstances to
be stipulated in the terms of the trust, including, without limitation, a
default in payment of the pension entitlement, or any portion thereof, failure
of the letter of credit to be renewed as required herein, failure by Emco (or
its successor) to pay the trustee's annual fees and other administrative costs
of the trust, failure to obtain the initial actuarial valuation or a new
actuarial valuation relating to the replacement letter of credit, or on a
subsequent Transaction. If a letter of credit is not issued and held in trust as
required herein, then Emco or its successor, as the case may be, will be
required to deposit in trust an amount of money equal to the amount



determined by actuarial valuation. Emco (or its successor) will be responsible
for establishing such trust, the cost of the actuarial valuation, and any
administrative or other costs associated with such trust. For greater certainty,
the amount deposited to such trust will, to the extent necessary, be grossed up
for income taxes, so that any amounts received by you, or which you are entitled
to receive, from the trust will be equal, on an after-tax basis, to those
amounts that you would otherwise have received or have been entitled to receive.
For the purposes of this paragraph, "actuarial valuation" shall mean the amount
required to fully fund the pension entitlement under the SRPA determined on a
wind-up basis as at the date of the Transaction according to actuarial
assumptions and methodologies recommended for this purpose by an actuary who
shall be retained by Emco (or its successor) and who shall be a Fellow of the
Canadian Institute of Actuaries.

In consideration of the severance payments and the pension entitlement, you
agree, for a period of two years from the effective date of termination of your
employment, not to directly or indirectly:

1) in Canada, obtain new employment with, be a creditor of, be an investor in
   (other than being an investor in less than 1% of the outstanding shares of a
   publicly traded company), or in any way be connected with any competitor of
   Emco or any entity that is in the same business as Emco on the date of
   termination of your employment or at any time within the twelve months prior
   to the date of termination of your employment;

2) employ, attempt to employ or assist any entity to employ any employee of
   Emco, except where such an employee seeks employment in response to a general
   advertisement for employment; and

3) solicit, attempt to solicit, or interfere with the relationship of Emco, in
   respect of products sold by Emco, with any entity that is a customer of Emco
   on the date of termination of your employment, was a customer of Emco at any
   time within twelve months prior to the date of termination of your
   employment, or was being pursued as a prospective customer by Emco on the
   date of termination of your employment.

   For purposes of the foregoing paragraph, the term "Emco" shall mean Emco
   Limited and its subsidiaries.

You are in a fiduciary relationship with Emco and hold secret, proprietary
and/or confidential information, knowledge and data relating to Emco, its
subsidiaries and their respective businesses (collectively the "confidential
information"). As a result of your fiduciary relationship and in consideration
of the severance payments and the pension entitlement, after termination of your
employment with Emco, you shall not, without the prior written consent of Emco,
communicate or divulge any confidential information for your own benefit or the
benefit of anyone other than Emco and its subsidiaries.

In the event that (i) you or Emco institute any action or proceeding in a court,
arbitration or otherwise to enforce or interpret any provision of this
Agreement, or for damages by reason of an alleged breach of any provision of
this Agreement, and (ii) you are the prevailing party in such action or
proceeding, Emco or its successor, as the case may be, shall pay all of your
reasonable legal fees and expenses related to the action or proceeding.

This Agreement may not be amended or modified otherwise than by written
agreement executed by you and Emco. Other than as acknowledged in writing, there
shall not be any waiver of any right, privilege or dissent of any party hereto,
and it is expressly agreed that no statement, acquiescence or silence by a party
hereto shall be deemed to constitute a waiver.



This Agreement cancels and supersedes the letters dated February 1, 1999 and
October 31, 2000.

Any notice required or permitted to be given under this Agreement shall be in
writing and shall be deemed to be effective on the date of personal delivery,
the date of delivery by courier service, the date of transmission if sent by
facsimile or on the fifth day after mailing is sent by registered or certified
mail.

The rights and obligations of Emco under this Agreement shall enure to the
benefit of and be binding upon the successors and assigns of Emco, including,
without limitation, any successors in the event of a Transaction. In no event
may Emco assign or transfer this Agreement, by contract, agreement, operation of
law or otherwise, to an entity which is not solvent at the time of a Transaction
or termination of your employment. This Agreement is personal to you and may not
be assigned by you.

This Agreement shall commence as of the date of acceptance by you.

Would you please acknowledge your agreement to the foregoing by dating, signing
and returning the enclosed copy of this letter.

Yours truly,


Frank M. Hennessey
Chairman of the Board

The terms and conditions contained in this letter are acknowledged and agreed to
this ____ day of October, 2002.

Witness:


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Name:                                            [Name]
Address: