Third Amendment to Hasbro, Inc. Deferred Compensation Plan for Non-Employee Directors

Summary

This amendment updates Hasbro, Inc.'s Deferred Compensation Plan for Non-Employee Directors, effective December 15, 2005. It removes the requirement for mandatory deferral of director fees into the Stock Unit Account starting in 2006, eliminates references to minimum mandatory deferral amounts, and revises the rules for new directors to allow them to elect deferral of fees before their term begins. The amendment is executed by Hasbro's Senior Vice President and General Counsel.

EX-10.(NN) 5 b58828hcexv10wxnny.txt EX-10(NN) THIRD AMENDMENT TO DEFERRED COMPENSATION PLAN EXHIBIT 10(nn) THIRD AMENDMENT TO HASBRO, INC. DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS The Hasbro, Inc. Deferred Compensation Plan for Non-Employee Directors (the "Deferred Plan") is hereby amended, effective as of December 15, 2005 (except where a different effective date is explicitly set forth), as is set forth below. 1. The second sentence of Section 1.2 of the Deferred Plan is deleted in its entirety effective December 31, 2005. For 2006 and subsequent years there will be no mandatory deferral into the Stock Unit Account and any other references to a mandatory deferral into the Stock Unit Account are deleted. 2. Effective December 31, 2005, Exhibit 1 to the Deferred Plan is hereby amended to remove any reference to a minimum mandatory deferral amount into the Stock Unit Account. 3. Section 1.4 of the Deferred Plan is hereby deleted and replaced in its entirety with the following: "1.4 If any individual initially becomes a Director during the calendar year, he or she may elect to defer Director's fees for subsequent services in that calendar year at any time before the start of such Director's term." 4. The second paragraph of Section 3.5 of the Deferred Plan is hereby deleted in its entirety. IN WITNESS WHEREOF, this Third Amendment to the Deferred Plan has been executed by a duly authorized officer of the Company as of this 15th day of December, 2005. HASBRO, INC. By: /s/ Barry Nagler ------------------------------------------------ Name: Barry Nagler Title: Senior Vice President and General Counsel