Hasbro (HAS)

ARRANGEMENTS PRIOR TO TERMINATION

1.1

Employee shall continue to work in his current role on a full-time basis up to and including March 31, 2007.

1.2

From April 1, 2007 through the Termination Date, Employee shall be on Garden Leave.  During the period of Garden Leave, the Company shall be under no obligation to provide any work to, or vest any powers in, Employee, who shall not attend his place of work and shall have no right to perform any services for the Company.  The Company shall have the ability to request services on various matters of its choosing from Employee during the period of Garden Leave, but except as provided in clause 3.5, Employee shall be under no obligation to provide same.

1.3

The Company shall pay Employee his salary and car allowance and shall continue to provide applicable benefits (subject to the rules of the relevant benefit schemes in force from time to time) in the usual way up to the Termination Date; provided, however, that Employee agrees that he will neither be entitled to nor will receive any further awards under any of the Company’s long-term incentive plans (including, without limitation, any stock option or performance share awards) or any bonus for the fiscal year 2007.  During the Garden Leave period, Employee will be deemed to take any accrued but unused holiday entitlement as may accrue before the Termination Date.

1.4

The payments and benefits in clause 1.3 shall be subject to any tax and national insurance contributions that the Company is obliged by law to pay or deduct.

1.5

Provided Employee submits his business expenses in a manner and for purposes complying with Company policy, the Company shall reimburse Employee for his expenses incurred prior to the Termination Date in the usual manner.  Any business expenses, including but not limited to travel during the Garden Leave period must be pre-approved in writing by Employee’s manager in order to be reimbursable.