EXHIBIT 10(x)


                               THIRD AMENDMENT TO

               HASBRO, INC. 1995 STOCK INCENTIVE PERFORMANCE PLAN


       The Hasbro, Inc. 1995 Stock Incentive Performance Plan (the "1995 Plan"),
as amended, is hereby further amended in the manner set forth below by this
third amendment (the "Third Amendment"). The effective date for this Third
Amendment is December 23, 2005.


       1.     Section 16(b)(1) of the 1995 Plan is hereby deleted and replaced
              in its entirety with the following:

              "(1) Upon the occurrence of an event constituting a Change in
       Control, all awards outstanding on such date shall become 100% vested and
       the then value of such awards, less all applicable withholding taxes,
       shall be paid to the participant in cash (or, in the case of Stock
       Options, SARs, Stock Awards and any other awards providing for equity in
       the Company, either in cash or in shares of Common Stock, or in any
       combination thereof, as may be determined by the Committee in its sole
       and absolute discretion) as soon as may be practicable. Upon such
       payment, such awards shall be cancelled."

       2.     A new Section 16(b)(4) is hereby added to the 1995 Plan as
              follows:

              "(4) In the event that the Committee determines pursuant to
       Section 16(b)(1) above to pay participants the value of an equity award
       in shares of Common Stock, the number of shares of Common Stock to be
       paid to each participant will be determined by taking the cash value
       which would have been paid if the Committee had elected to pay in cash,
       computed in accordance with Section 16(b)(2) above, and dividing such
       value by the Payout Fair Market Value of the Common Stock. No fractional
       shares of Common Stock will be issued. The value of any fractional share
       amount will be paid to the participant in cash. For purposes of this Plan
       the term "Payout Fair Market Value" shall mean the average of the Fair
       Market Values of the Stock for the ten trading days immediately preceding
       the date on which the Change in Control shall have occurred."