Dear Greg: Re: Amendment to Employment Agreement

Exhibit 10.23

RC2 Corporation

0000 X. 00xx Xxxxxx

Xxxxx 000

Xxx Xxxxx, XX  00000

Phone (000) 000-0000

Fax (000) 000-0000

December 28, 2010

Xxxxxxx X. Xxxxxx

0000 Xxxxxxxx Xxxxx

Xxxxxx, XX 00000

Dear Xxxx: Re: Amendment to Employment Agreement

The purpose of this letter is to make a technical amendment to the Employment Agreement between you and RC2 dated April 1, 2008 (your "Employment Agreement").  The following is hereby added to the end of section 6(d) of your Employment Agreement:

Notwithstanding anything herein to the contrary, any Change of Control Severance Payment in excess of the Severance Exception Limit shall be paid on the same schedule as Salary Continuation Severance Payments (in proportionate installments for amounts calculated with reference to Base Salary) and the Bonus Severance Payment (in proportionate installments for amounts calculated with reference to the Bonus Plan) unless the applicable Termination Date occurs within the two-year period following a "change in control event" (within the meaning of Treasury Regulation section 1.409A-3(i)(5)).

Undefined terms in this letter have the meaning provided in your Employment Agreement.  Please confirm your acceptance of this letter and the amendment to your Employment Agreement by signing and returning a copy of this letter to me.

Yours very truly,

RC2 CORPORATION

BY /s/  Xxxxx X. Xxxxx                                      

Xxxxx X. Xxxxx

Compensation Committee Chairperson

Accepted and agreed to this

30th day of December, 2010

/s/  Xxxxxxx X. Xxxxxx                                           

Xxxxxxx X. Xxxxxx