EXHIBIT 10(vv)


                               SECOND AMENDMENT TO

               HASBRO, INC. 2003 STOCK INCENTIVE PERFORMANCE PLAN


       The Hasbro, Inc. 2003 Stock Incentive Performance Plan (the "2003 Plan"),
as amended, is hereby further amended in the manner set forth below by this
second amendment (the "Second Amendment"). The effective date for this Second
Amendment is December 23, 2005.


       1.     Section 8(a)(1) of the 2003 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, Restricted Stock, Unrestricted Stock, Deferred Stock and
       any other Awards providing for equity in the Company, either in cash or
       in shares of Stock, or in any combination thereof, as may be determined
       by the Administrator in its sole and absolute discretion) as soon as may
       be practicable. Upon such payment, such Awards shall be cancelled."

       2.     A new Section 8(a)(3) is hereby added to the 2003 Plan as follows:

              "(3) In the event that the Administrator determines pursuant to
       Section 8(a)(1) above to pay Participants the value of an equity Award in
       shares of Stock, the number of shares of Stock to be paid to each
       Participant will be determined by taking the cash value which would have
       been paid if the Administrator had elected to pay in cash, computed in
       accordance with Section 8(a)(2) above, and dividing such value by the
       Payout Fair Market Value of the Stock. No fractional shares of Stock will
       be issued. The value of any fractional share amount will be paid to the
       Participant in cash."

       3.     A definition entitled "Payout Fair Market Value" is hereby added
              to the 2003 Plan as follows:

              "Payout Fair Market Value": 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."