EXHIBIT 10(bb)


                               THIRD AMENDMENT TO

               HASBRO, INC. 1997 EMPLOYEE NON-QUALIFIED STOCK PLAN


       The Hasbro, Inc. 1997 Employee Non-Qualified Stock Plan (the "1997
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) and (2) of the 1997 Plan are hereby deleted and
replaced in their 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) The amount of cash to be paid with respect to stock awards,
       stock options and SARs shall be determined by multiplying the number of
       such awards by (i) in the case of stock awards, the CIC Price, provided,
       however, that in the case of stock awards where the performance period,
       if any, has been completed on or prior to the occurrence of a Change in
       Control, or when the stock awards will vest solely as a result of
       continuous service with the Company, the number of stock awards to be
       multiplied shall be the number of shares issued pursuant to the award as
       determined in accordance with the award agreement and in the case of
       stock awards where the performance period, if any, has not been completed
       upon the occurrence of a Change in Control, the number of stock awards to
       be multiplied shall be the higher of the target number of such awards as
       determined by the Committee at the time of grant and the number of shares
       issuable based on actual performance to date, in each case prorated based
       on the number of fiscal years then completed during the performance
       period, (ii) in the case of stock options, the difference between the
       exercise price per share and the CIC Price, if the CIC price is higher,
       and (iii) in the case of SARs, the difference between the exercise or
       designated price per share and the CIC Price, if the CIC price is higher.
       In the case of cash awards the amount of cash to be paid shall be
       determined, (i) where the performance period, if any, has been completed
       on or prior to the occurrence of a Change in Control, the value of such
       award as determined in accordance with the award agreement and (ii) where
       the performance period, if any, has not been completed upon the
       occurrence of Change in Control, the higher of the target value of such
       awards as determined by the Committee at the time of grant and the value
       of such awards based on actual performance to date, in each case prorated
       based on the number of fiscal years then completed during the performance
       period. In addition, all accrued dividends and dividend equivalents or
       interest accrued on deferred settlements shall be paid.

              (3) 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.






              (4) Instead of the treatment afforded by Section 16(b)(1) above,
       in the event of a merger or consolidation in which the Company is not the
       surviving corporation, as well as a merger of consolidation which would
       constitute a Change in Control under Section 16(a)(C) above (whether or
       not the Company is the surviving corporation), the agreement of merger or
       consolidation may provide (i) that the stock awards, stock options, SARs
       or cash awards are unaffected by the merger or consolidation, (ii) for
       substituted stock awards, stock options, SARs or cash awards by the
       surviving corporation for those stock awards, SARs or cash awards granted
       hereunder or (iii) for the assumption of such awards, options or SARs by
       the surviving corporation, in which case the Committee in its sole
       discretion, may provide for such substitution or assumption with such
       adjustments to the awards, options and SARs granted hereunder as the
       Committee shall in its sole discretion determine."