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