Employment Agreement - Hasbro Inc. and John T. O'Neill


December 30, 1999



Mr. John T. O'Neill
28 Narragansett Bay Avenue
Warwick, RI  02889

Dear John:    

In connection with your retirement from employment with Hasbro, 
Inc. (the 'Company'), on December 31, 1999, the 'Company' will 
pay you the basic early retirement benefits described in Section 
2 of the attached 'Description of Early Retirement Benefits' if 
you do not sign and return this letter postmarked by February 22, 
2000.

If you timely sign and return this letter, the Company will pay 
and provide you the enhanced early retirement benefits subject to 
the terms and conditions outlined in Section 1 of the attached 
'Description of Early Retirement Benefits'.   By signing and 
returning this letter you will be agreeing to the terms and 
conditions set forth in the numbered paragraphs below, including 
the release of claims set forth in paragraph 2.  You should 
consult with your own attorney before signing this letter.

If after reviewing this letter with your attorney, you find the 
terms and conditions are satisfactory to you, you should sign and 
return this letter to Bob Carniaux, Sr. Vice President, Human 
Resources in the enclosed Airborne  Express return envelope 
postmarked by February 22, 2000.   If you sign this letter, you 
may change your mind and revoke your agreement during the seven 
(7) day period after you have signed it.  If you do not so 
revoke, this letter will become a binding agreement between you 
and the Company upon the expiration of the seven (7) day 
revocation period.

The following numbered paragraphs set forth the terms and 
conditions which will apply if you timely sign and return this 
letter and do not revoke it within the seven (7) day revocation 
period:

  1.  Description of Early Retirement Benefits.  The early 
retirement benefits to be paid to you if you timely sign and 
return this letter are as described in Section 1 of the attached 
'Description of Early Retirement Benefits'.  The payment of these 
benefits is subject to the terms of this letter.  You acknowledge 
and agree that the benefits payable to you if you timely sign and 
return this letter are more than the Company would be obligated 
to pay or provide to you if you did not sign and return this 
letter.

  2.  Release.  You hereby fully, forever, irrevocably and 
unconditionally release, remise and discharge the Company, and 
any subsidiary or affiliated organization of the Company or their 
current or former officers, directors, stockholders, corporate 
affiliates, attorneys, agents and employees (the 'Released 
Parties') from any and all claims, charges, complaints, demands, 
actions, causes of action, suits, rights, debts, sums of money, 
costs, accounts, reckonings, covenants, contracts, agreements, 
promises, doings, omissions, damages, executions, obligations, 
liabilities, and expenses (including attorneys' fees and costs), 
of every kind and nature, known or unknown, which you ever had or 
now have against the Released Parties, including, but not limited 
to, all claims arising out of your employment, all claims arising 
out of the retirement of your employment, all claims arising from 
any failure to re-employ you, all claims of race, sex, national 
origin, handicap, religious, sexual preference, benefit and age 
discrimination, all employment discrimination claims under Title 
VII of the Civil Rights Act of 1964, 42 U.S.C. Sec. 2000 et seq., 
the Age Discrimination in Employment Act, 29 U.S.C. Sec. 621 et 

JOHN T. O'NEILL             
December 30, 1999  
Page 2
 
 seq., the Americans with Disabilities Act of 1990, 29 U.S.C. 
Sec. 12101 et seq., the Employee Retirement Income Security Act 
of 1974, 29 U.S.C. Sec. 1001 et seq., and similar state or local 
statutes, wrongful discharge claims, common law tort, defamation, 
breach of contract and other common law claims, and any claims 
under any other federal, state or local statutes or ordinances 
not expressly referenced above; provided, that nothing contained 
herein will be construed to release your rights, as a former 
employee, officer and director of the Company and various of its 
divisions and subsidiaries, to indemnification under applicable 
by-laws and Company policies, or to your rights to vested 
benefits under Company-sponsored employee benefits plans.

  3.  Covenant Not To Sue.  You represent and warrant that you 
have not filed any complaints, charges, or claims for relief 
against the Released Parties.  You further agree not to bring any 
complaints, charges or claims against the Released Parties with 
respect to any matters arising out of your employment with or 
retirement from employment with the Company.

  4.  Proprietary Information.  You acknowledge and reaffirm your 
representations and obligations as set forth in the Invention, 
Assignment and Proprietary Information Agreement which you 
previously signed in connection with your employment with the 
Company.

  5.  Legal Expenses.  The Company agrees to pay reasonable and 
documented legal expenses, up to a maximum of fifteen thousand 
dollars ($15,000), incurred by you in connection with drafting 
this Letter Agreement and related documents. 

  6.  Nature of Agreement.  You and the Company understand and 
agree that this letter agreement is a early retirement and 
settlement agreement and does not constitute an admission of 
liability or wrongdoing on the part of you, the Company, or any 
other person.

  7.  Amendment.  This letter agreement shall be binding upon the 
parties and may not be modified in any manner, except by an 
instrument in writing of concurrent or subsequent date signed by 
a duly authorized representative of the parties hereto.  This 
agreement is binding upon and shall inure to the benefit of the 
parties and their respective agents, assigns, heirs, executors, 
successors and administrators.  No delay or omission by the 
Company in exercising any right under this agreement shall 
operate as a waiver of that or any other right.  A waiver or 
consent given by the Company on any one occasion shall be 
effective only in that instance and shall not be construed as a 
bar or waiver of any right on any other occasion.
 
  8.  Validity.  Should any provision of this letter agreement  
be declared or be determined by any court of competent 
jurisdiction to be illegal or invalid, the validity of the 
remaining parts, terms, or provisions shall not be affected 
thereby and said illegal and invalid part, term or provision 
shall be deemed not to be a part of this agreement.
 
 
 JOHN T. O'NEILL             
 December 30, 1999  
 Page 3
 
  9.  Confidentiality.  You understand and agree that the terms 
and contents of this letter agreement, and the contents of the 
negotiations and discussions resulting in this agreement, shall 
be maintained as confidential by you and your agents and 
representatives, and any dispute resolved by this agreement shall 
also remain confidential, and none of the above shall be 
disclosed except to the extent required by federal or state law 
or as otherwise agreed to in writing by an officer of the 
Company; provided, that you shall not be under any restraint with 
respect to disclosure of your continuing obligations to the 
Company under Section 4 and 13 hereof.

  10.  Entire Agreement and Applicable Law.  This letter 
agreement contains and constitutes the entire understanding and 
agreement between the parties hereto with respect to your early 
retirement benefits and settlement of claims against the Company 
and cancels all previous oral and written negotiations, 
agreements, commitments, and writings in connection therewith.  
This agreement shall be governed by the laws of the State of 
Rhode Island to the extent not preempted by federal law.

  11.  Acknowledgments.  You acknowledge that you have been given 
at least twenty-one (21) days to consider this letter agreement 
and that the Company advised you to consult with any attorney of 
your own choosing prior to signing this letter.  You may revoke 
this agreement for a period of seven (7) days after signing this 
letter, and the agreement shall not be effective or enforceable 
until the expiration of this seven (7) day revocation period.  
Additionally, you will receive another seven (7) day revocation 
period if the Company's Compensation and Stock Option Committee 
fails to approve the items described in Section 1(j) of the 
attached Description of Early Retirement Benefits, said seven (7) 
days to run from receipt by you of written notice of the 
Compensation and Stock Option Committee's decision.

  12.  Voluntary Assent.  You affirm that no other promises or 
agreements of any kind have been made to or with you by any 
person or entity whatsoever to cause you to sign this letter 
agreement, and that you fully understand the meaning and intent 
of this agreement.  You state and represent that you have had an 
opportunity to fully discuss