Form of Director's Indemnification Agreement

EXHIBIT 10 (jj) HASBRO, INC. DIRECTOR' S INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this " Agreement" ) is entered into between Hasbro, Inc., a Rhode Island corporation (the " Corporation" ), and (the " Director" ). Introductory Statement The Director is currently serving as a director of the Corporation, and the Corporation desires that the Director continue to serve in that capacity. The Director is willing, under certain circumstances, to continue in such capacity. In addition to the indemnification to which the Director is entitled pursuant to the By-laws of the Corporation, the Corporation has provided at its expense directors' and officers' liability insurance protecting the Director in connection with such service. The directors' and officers' liability insurance excludes or limits coverage for certain types of claims and is limited in the amount of its coverage. The Corporation and the Director have concluded that the protection available under the Corporation' s By-laws and the directors' and officers' liability insurance now in effect needs to be supplemented to more fully protect the Director against the risks associated with the Director' s service to the Corporation. In order to induce the Director to continue to serve as a director, the Corporation has agreed to provide the Director with the benefits contemplated by this Agreement. In consideration of the provision of these benefits and by the execution of this Agreement, the Director agrees to continue to serve as a director of the Corporation. IT IS MUTUALLY AGREED by the parties hereto as follows: 1. Definitions. As used herein, the following terms will have the following meanings: " Act" shall mean the Rhode Island Business Corporation Act, as amended. " 1934 Act" shall mean the Securities Exchange Act of 1934, as amended. " Change in Control" shall mean any of the following events:


(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of 20% or more of either (i) the then outstanding shares of the common stock of the Corporation (the " Outstanding Stock" ) or (ii) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the " Outstanding Voting Securities" ); provided, however , that the following acquisitions shall not constitute a Change in Control: (a) any acquisition directly from the Corporation or any of its subsidiaries; (b) any acquisition by the Corporation or any of its subsidiaries; (c) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any of its subsidiaries; (d) any acquisition by Alan or Sylvia Hassenfeld, members of their respective immediate families, or heirs of Alan or Sylvia Hassenfeld or of any member of their respective immediate families, the Sylvia Hassenfeld Trust, the Merrill Hassenfeld Trust, the Stephen Hassenfeld Trust, the Alan Hassenfeld Trust, The Hassenfeld Foundation, any trust or foundation established by or for the primary benefit of any of the foregoing or controlled by one or more of any of the foregoing, or any affiliates or associates (as such terms are defined in Rule 12b-2 promulgated under the 1934 Act) of any of the foregoing; or (e) any acquisition by any corporation with respect to which, following such acquisition, more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Stock and the Outstanding Voting Securities immediately prior to such acquisition in substantially the same proportions as their ownership, immediately prior to such acquisition, of the Outstanding Stock and Outstanding Voting Securities, as the case may be; or(ii) Individuals who, as of the effective date of this Agreement, constitute the Board of Directors of the Corporation (the " Incumbent Board" ) ceasing for any reason to constitute at least a majority of the Board; provided, however , that any individual becoming a director subsequent to the effective date of this Agreement whose election, or nomination for election by the Corporation' s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A

2


promulgated under the 1934 Act) or other actual or threatened solicitation of proxies or consents; or(iii) Approval by the shareholders of the Corporation of a reorganization, merger or consolidation, in each case, with respect to which all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Stock and Outstanding Voting Securities immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the Outstanding Stock and Outstanding Voting Securities, as the case may be; or(iv) Approval by the shareholders of the Corporation of (a) a complete liquidation or dissolution of the Corporation or (b) the sale or other disposition of all or substantially all of the assets of the Corporation, other than to a corporation, with respect to which following such sale or other disposition, more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Stock and Outstanding Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Stock and Outstanding Voting Securities, as the case may be." Covered Act" means any actual or alleged breach of duty, neglect, error, misstatement, misleading statement, or other act or omission by the Director in the Director' s capacity as a director of the Corporation, including, without being limited to, the Director' s service on any committee of the Board of Directors of the Corporation or service, at the request of the Corporation, as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, limited liability company, partnership, joint venture, trust, other enterprise, employee benefit plan or other entity." Disinterested Director" means a director of the Corporation who is not a party to the Proceeding in respect of which indemnification or advancement of Expenses is sought by the Director." Excluded Claim" has the meaning set forth in Section 5 hereof.

3


" Expenses" means all costs and expenses (including, without limitation, fees and expenses of counsel, retainers, accounting or investigative fees and expenses, costs, transcript fees, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage and delivery service fees) incurred by the Director in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses shall include expenses incurred in connection with any appeal resulting from any Proceeding including, without limitation, the premium, security for and other costs relating to any cost bond, supersedeas bond or other appeal bond or its equivalent." Independent Counsel" means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither currently is, nor in the five years previous to its selection or appointment has been, retained to represent (i) the Corporation (including any predecessor or successor entity or any affiliate of the Corporation) or the Director in any matter material to either such party (provided that acting as an Independent Counsel under this Agreement or in a similar capacity with respect to any other indemnification arrangements between the Corporation and its present and former directors shall not be deemed a representation of the Corporation or the Director) or (ii) any other party to Proceedings related to the Covered Act(s) giving rise to a claim for indemnification. Notwithstanding the foregoing, Independent Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or the Director in an action to determine the Director' s rights under this Agreement.If a Change in Control of the Corporation shall not have occurred, Independent Counsel will be selected by (A) a majority vote of the Disinterested Directors, or (B) if a quorum of Disinterested Directors does not exist, by majority vote of a committee, consisting of two or more Disinterested Directors, which committee is designated by a majority vote of the full Board of Directors, including interested directors or (C) if such a committee cannot be established, by a majority vote of the full Board of Directors (in which selection all directors, whether or not Disinterested Directors, and including the Director, may participate). If a Change in Control shall have occurred, the Independent Counsel shall be selected by the Director (unless the Director requests that the selection shall be made pursuant to the preceding sentence as though no Change in Control occurred). Whichever of the Corporation or the Director has the right to select Independent Counsel in the situation at issue will notify the other of such selection.Following receipt of notice of the selection of Independent Counsel, the party receiving the notice may, within 10 calendar days, deliver to the other party a written objection to such selection; provided that such objection may be asserted, irrespective of who selected the Independent Counsel, only on the ground that either the Independent Counsel selected (A) does not meet the requirements of

4


" Independent Counsel" as defined above or (B) is otherwise not well qualified to serve as Independent Counsel, and, in either case, the objection shall set forth with particularity the factual basis of such assertion. Absent a timely objection, the person selected shall act as Independent Counsel. If a timely objection is made, the person selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit." Loss" means any amount which the Director is legally obligated to pay arising from, relating to or as a result of any claim, demand, or Proceeding made against the Director for Covered Acts including, without being limited to, judgments for, and awards of, damages, or amounts paid in settlement of any claim, any fine or penalty or, with respect to an employee benefit plan, any excise tax or penal ...