AMENDED AND RESTATED BY-LAWS OF HASBRO, INC.

 

                         (as amended from time to time)

 

                                    ARTICLE I

 

                                     OFFICES

 

     Section 1.1. The office of Hasbro, Inc. (the "Corporation") within the

State of Rhode Island shall be located in the City of Pawtucket, County of

Providence.

 

     Section 1.2. Other Offices. The Corporation may also have offices and

places of business at such other places within or without the State of Rhode

Island as the Board of Directors may from time to time determine or the business

of the Corporation may require.

 

                                   ARTICLE II

 

                            MEETINGS OF SHAREHOLDERS

 

     Section 2.1. Place. All meetings of shareholders of the Corporation shall

be held at such place within or without the State of Rhode Island as shall be

stated in the notice of the meeting.

 

     Section 2.2. Annual Meeting. Commencing with the year 1995, a meeting of

the shareholders of the Corporation shall be held annually on the second

Wednesday in the month of May of each year, if not a legal holiday, and if a

legal holiday, then on the next secular day following, or on such other date and

at such time and place as the Board of Directors shall determine, and at such

meeting, the shareholders shall transact such business as may properly be

brought before the meeting.

 

     Section 2.3. Special Meetings. Special meetings of the shareholders of the

Corporation, for any purpose or purposes, unless otherwise prescribed by statute

or by the Restated Articles of Incorporation (the "Articles of Incorporation"),

may be called by the Chairman of the Board, any Vice Chairman, any Chief

Operating Officer, President, or the Board of Directors.

 

     Section 2.4. Notice of Meetings. Written notice of each meeting of

shareholders of the Corporation stating the place, date and hour thereof, and in

the case of a special meeting of shareholders, specifying the purpose or

purposes thereof, and the person or persons by whom or at whose direction such

meeting has been called, shall be given to each shareholder entitled to vote

thereat, at his address as it appears on the records of the Corporation, not

less than ten (10) nor more than sixty (60) days prior to the meeting.

 

     Section 2.5. Quorum. At each meeting of the shareholders of the

Corporation, the holders of a majority of shares of the Corporation entitled to

vote thereat, present in person or by proxy, shall constitute a quorum, except

as may be otherwise provided by the Articles of Incorporation or these By-Laws.

If, however, a quorum shall not be present on the date specified in the original

notice of meeting, the shareholders entitled to vote thereat, present in person

or by proxy, shall have power to adjourn the meeting from time to time, without

notice other than announcement at the meeting, until a quorum shall be present.

At any such adjourned meeting, at which a quorum shall be present, the

shareholders, present in person or by proxy, may transact any business which

might have been transacted had a quorum been present on the date specified in

the original notice of meeting.

 

 

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     Section 2.6. Voting. At any meeting of the shareholders of the Corporation,

each shareholder having the right to vote shall be entitled to vote in person or

by proxy appointed by an instrument in writing subscribed by such shareholder or

otherwise appointed in accordance with the provisions of Section 2.7 of these

By-Laws. Except as may be otherwise provided by the Articles of Incorporation,

each holder of record of Common Stock shall be entitled to one vote for every

share of such stock standing in his name on the book of the Corporation. All

elections of directors by shareholders shall be determined by the vote of the

holders of a majority of the stock having voting power and represented in person

or by proxy at such meeting and, except as otherwise provided by statute, the

Articles of Incorporation or Article XII of these By-Laws, all other matters

shall be decided by the vote of the holders of a majority of the stock having

voting power and represented in person or by proxy at such meeting.

 

     Section 2.7. Proxies. Each proxy shall be either (i) executed in writing by

the shareholder or his duly authorized attorney or (ii) provided through

instructions transmitted by or on behalf of the shareholder by telegram,

cablegram, or other means of electronic transmission, including Internet and

telephonic transmissions, which in the case of this subsection (ii) are both (A)

consistent with the procedures of the Corporation designed to verify that such

instructions have been authorized by such shareholder and (B) comply with the

applicable requirements of the Rhode Island Business Corporation Act for such

proxies. No proxy shall be valid after the expiration of eleven (11) months from

the date of its execution unless it shall have specified therein a longer

duration. Each proxy shall be revocable at the pleasure of the person executing

it or of his personal representative, except in those cases where an irrevocable

proxy is permissible under applicable law.

 

     Section 2.8. Consents. Action shall be taken by the shareholders only by

unanimous written consent or at annual or special meetings of shareholders of

the Corporation except that, if and with the percentage of the outstanding

Preference Stock or any series thereof (the "Required Percentage") set forth in

the resolution or resolutions adopted by the Board of Directors with respect to

the Preference Stock, action may be taken without a meeting, without prior

notice and without a vote, if consent in writing setting forth the action so

taken, shall be signed by the holders of the Required Percentage of the

outstanding Preference Stock or any series thereof entitled to vote thereon.

 

     Section 2.9. Shareholder Proposals. Any new business proposed by any

shareholder to be taken up at the annual meeting of shareholders shall be stated

in writing and filed with the Secretary of the Corporation at least 150 days

before the date of the annual meeting, and all business so stated, proposed and

filed shall, if appropriate under applicable law, be considered at the annual

meeting, but no other proposal shall be acted upon at the annual meeting. These

provisions shall not prevent the consideration and approval or disapproval at

the annual meetings of reports of officers, directors and committees, but in

connection with such reports no new business shall be acted upon at such annual

meeting unless stated and filed as herein provided. The business to be taken up

at a special meeting of shareholders shall be confined to that set forth in the

notice of special meeting.

 

     Section 2.10. Nomination of Directors.

 

     (a) Except as otherwise expressly provided in the Articles of Incorporation

or pursuant to applicable law, only persons who are nominated in accordance with

the following procedures shall be eligible for election as directors of the

Corporation. Nominations of persons for election to the Board of Directors may

be made at any annual meeting of shareholders (a) by or at the direction of the

Board of Directors (or any duly authorized committee thereof) or (b) by any

shareholder of the Corporation (i) who is a shareholder of record on the date of

the giving of notice provided for in this Section 2.10 and on the record date

for the determination of shareholders entitled to vote at such annual meeting

and (ii) who complies with the notice-procedure set forth in this Section 2.10.

 

 

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     (b) In addition to any other applicable requirements, for a nomination to

be made by a shareholder, such shareholder must have given timely notice thereof

in proper written form to the Secretary of the Corporation (as more fully

described below). To be timely, a shareholder's notice to the Secretary must be

delivered to or mailed and received at the principal executive offices of the

Corporation not less than sixty (60) days nor more than ninety (90) days prior

to the one year anniversary date of the immediately preceding annual meeting of

shareholders; provided that in the event that the annual meeting is not called

for at a date that is not within the thirty (30) days before or after such

anniversary date, notice by the shareholder in order to be timely must be so

received not later than the close of business on the 10th day following the day

on which notice of the date of the annual meeting was mailed or public

disclosure of the date of the annual meeting was made, whichever first occurs.

 

     (c) To be in proper written form, a shareholder's notice to the Secretary

must set forth (a) as to each person whom the shareholder proposes to nominate

for election or reelection as a director (i) the name, age, business address and

residence address of the person, (ii) the principal occupation or employment of

the person, (iii) the class or series or number of shares of capital stock of

the Corporation that are owned beneficially or of record by the person and (iv)

any other information relating to the person that would be required to be

disclosed in a proxy statement or other filings required to be made in

connection with solicitations of proxies for election of directors pursuant to

Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange

Act"), and the rules and regulations promulgated thereunder; and (b) as to the

shareholder giving the notice (i) the name and record address of such

shareholder, (ii) the class or series and number of shares of capital stock of

the Corporation that are owned beneficially or of record by such shareholder,

(iii) a description of all arrangements or understandings between such

shareholder and each proposed nominee and any other person or persons (including

their names) pursuant to which the nomination(s) are to be made by such

shareholder, (iv) a representation that such shareholder intends to appear in

person or by proxy at the meeting to nominate the persons named in its notice

and (v) any other information relating to such shareholder that would be

required to be disclosed in a proxy statement or other filings required to be

made in connection with solicitations of proxies for election of directors

pursuant to Section 14 of the Exchange Act and the rules and regulations

promulgated thereunder. The Corporation may require that any proposed nominee

furnish such other information as may reasonably be required by the Corporation

to determine the eligibility of such proposed nominee to serve as director of

the Corporation. Such written notice from the nominating shareholder must be

accompanied by a written consent of each proposed nominee to being named as a

nominee and to serve as a director, if elected.

 

     (d) Except as otherwise expressly provided in the Articles of Incorporation

or pursuant to applicable law, no person shall be eligible for election as a

director of the Corporation unless nominated in accordance with the procedures

set forth in this Section 2.10. If the Chairman of the meeting determines that a

nomination was not made in accordance with the foregoing procedures, the

Chairman shall declare to the meeting that the nomination was defective and such

defective nomination shall be disregarded.

 

                                   ARTICLE III

 

                                    DIRECTORS

 

     Section 3.1. Board of Directors. The property and business of the

Corporation shall be managed by its Board of Directors, which may exercise all

such powers of the Corporation and do all such lawful acts and things as are

not, by statute or by the Articles of Incorporation or by these By-Laws,

directed or required to be exercised or done by the shareholders. Directors need

not be shareholders.

 

     Section 3.2. Number. The number of directors of the Corporation (exclusive

of directors that may be elected by the holders of any one or more series of the

Preference Stock voting separately as a class or classes) that shall constitute

the entire Board of Directors (the "Entire Board of Directors") shall be 17,

unless otherwise determined from time to time by resolution adopted by the

affirmative vote of a majority of the Entire Board of Directors, except that if

an Interested Person (as hereinafter defined in Article XIII of these By-Laws)

exists, such majority must include the affirmative vote of at least a majority

of the Continuing Directors (as hereinafter defined in Article XIII of these

By-Laws).

 

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     Section 3.3. Election. Directors shall be elected at the annual meeting of

shareholders, or as otherwise provided in the Articles of Incorporation or in

these By-Laws.

 

     Section 3.4. Term of Office, Classes. Except with respect to any directors

elected by holders of any one or more series of Preference Stock voting

separately as a class or classes, directors shall be elected in the following

manner. The directors elected at the annual meeting of shareholders held in 2003

shall, along with the directors elected at the annual meeting of shareholders

held in 2001, serve until the annual meeting of shareholders to be held in 2004

and until their successors shall be elected and qualified, or until their

earlier death, resignation or removal. The directors elected at the annual

meeting in 2002 shall hold office until the annual meeting of shareholders held

in 2005 and until their successors shall be elected and qualified, or until

their earlier death, resignation or removal. Beginning with the annual meeting

of shareholders to be held in 2004, at each annual meeting of shareholders the

directors elected at such meeting shall serve until the next annual meeting of

shareholders and until their successors shall be elected and qualified, or until

their earlier death, resignation or removal. No decrease in the number of

directors shall have the effect of shortening the term of office of any

incumbent director.

 

     Section 3.5. Removal. Except as otherwise required by law and subject to

the terms of any one or more classes or series of outstanding capital stock of

the Corporation, any director may be removed; provided, however, such removal

must be for cause and must be approved by at least a majority vote of the Entire

Board of Directors or by at least a majority of the votes held by the holders of

shares of the Corporation then entitled to be voted at an election for that

director, except that if an Interested Person exists, such removal must be

approved (1) by at least a majority vote of the Entire Board of Directors,

including a majority of the Continuing Directors, or (2) by at least 80% of the

votes held by the holders of shares of the Corporation then entitled to be voted

at an election for that director, including a majority of the votes held by

holders of shares of the Corporation then entitled to vote at an election for

that director that are not beneficially owned or controlled, directly or

indirectly, by any Interested Person. For purposes of this Section 3.5, the

Entire Board of Directors will not include the director who is the subject of

the removal determination, nor will such director be entitled to vote thereon.

However, nothing in the preceding sentence shall be construed as preventing a

director who is the subject of removal determination (but who has not yet

actually been removed in accordance with this Section 3.5) from voting on any

other matters brought before the Board of Directors, including, without

limitation, any removal determination with respect to any other director or

directors.

 

     Section 3.6. Vacancies. Except as otherwise provided by the terms of any

one or more classes or series of outstanding capital stock of the Corporation,

any vacancy occurring on the Board of Directors, including any vacancy created

by reason of any increase in the number of directors, shall be filled by the

affirmative vote of at least a majority of the remaining directors, whether or

not such remaining directors constitute a quorum, except that if an Interested

Person exists, such majority of the remaining directors must include a majority

of the Continuing Directors. A director elected to fill a vacancy shall serve

for the unexpired term of his or her predecessor in office.

 

                                   ARTICLE IV

 

                              MEETINGS OF THE BOARD

 

     Section 4.1. Time and Place. Meetings of the Board of Directors may be held

either within or without the State of Rhode Island. Regular meetings of the

Board of Directors may be held without notice at such time and place as shall

from time to time be determined by the Board. Each special meeting of the Board

of Directors shall be held at such time and place as shall be stated in the

notice of the meeting.

 

     Section 4.2. First Meeting. The first meeting of each newly elected Board

of Directors shall be held within ten (10) days following each annual meeting of

the shareholders, at such time and place either within or without the State of

Rhode Island, as shall be announced at the annual meeting of shareholders, and

no notice of such meeting shall be necessary to the newly elected directors in

order legally to constitute the meeting, provided a quorum shall be present.

 

 

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     Section 4.3. Special Meetings. Special meetings of the Board of Directors

may be called by the Chairman of the Board, any Vice Chairman, any Chief

Operating Officer, the President, or the Secretary, and at the written request

of any two (2) directors, shall be called by the Secretary. Written notice of

each special meeting of directors, stating the time and place thereof, shall be

served upon each director, personally, by mail or by telegraph, at least two (2)

days before such meeting.

 

     Section 4.4. Quorum and Voting. At all meetings of the Board of Directors a

majority of the entire Board of Directors shall be necessary and sufficient to

constitute a quorum for the transaction of business and the act of a majority of

the directors present at any meeting at which a quorum is present shall be the

act of the Board of Directors, except as may be otherwise specifically provided

by statute, by the Articles of Incorporation or by these By-Laws. If a quorum

shall not be present at any meeting of the Board of Directors, the directors

present thereat may adjourn the meeting from time to time, without further

notice other than announcement at the meeting, until a quorum shall be present.

 

     Section 4.5. Telephone Conference Meetings. Meetings of the directors may

be held by means of a telephone or similar communications equipment, by means of

which all persons participating in the meeting can hear each other at the same

time and participation by such means shall constitute presence in person at a

meeting.

 

     Section 4.6 Consents. Any action allowed or required to be taken at a

meeting of the Board of Directors or by any committee thereof, may be taken

without a meeting if all of the directors, or all of the members of the

committee, as the case may be, consent thereto in writing or by electronic

transmission, before or after the action, and the writing or writings, or

electronic transmission or transmissions are filed with the minutes of

proceedings of the board or committee.

 

                                    ARTICLE V

 

                             COMMITTEES OF DIRECTORS

 

     Section 5.1. Designation: Powers. The Board of Directors may, by resolution

or resolutions adopted by a majority of the Entire Board of Directors, designate

from among its members an Executive Committee, or other Committees, each

consisting of three (3) or more directors, and each of which, to the extent

provided in any such resolution, shall have all the authority of the Board,

except as provided by law, the Articles of Incorporation or these By-Laws. The

Board of Directors may designate one or more directors as alternate members of

any such Committee who may replace any absent member or members at any meeting

of such Committee.

 

     Section 5.2. Tenure and Reports. Each such Committee shall serve at the

pleasure of the Board of Directors. It shall keep minutes of its meetings and

report the same to the Board.

 

                                   ARTICLE VI

 

                                     NOTICES

 

     Section 6.1. Delivery of Notices. Notices to directors and shareholders

shall be in writing and may be delivered personally, by mail or facsimile, or by

means of a form of electronic transmission consented to by the director or

shareholder to whom the notice is being given. Notice by mail shall be deemed to

be given at the time when the same shall be deposited in the post office or

letter box, in a postage paid, sealed envelope, addressed to the director or

shareholder at their address appearing on the books of the corporation. Notice

given by facsimile or electronic transmission shall be deemed given when sent,

addressed to the director or shareholder at their facsimile number or by means

of the electronic address provided to the Corporation.

 

 

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     Section 6.2. Waiver of Notice. Whenever any notice is required to be given

by any statute, the Articles of Incorporation or these By-Laws, a waiver thereof

in writing, signed by the person or persons entitled to said notice, whether

before or after the time stated therein, shall be deemed equivalent thereto. Any

shareholder attending a meeting of shareholders in person or by proxy, or any

director attending a meeting of the Board of Directors or any committee thereof,

without protesting such lack of notice prior to the meeting or at its

commencement, shall be deemed conclusively to have waived notice of such

meeting. Any shareholder signing a unanimous or other written consent pursuant

to Section 2.8 hereof or any director signing a unanimous written consent

pursuant to Section 4.6 hereof shall be deemed conclusively to have waived

notice of the action taken by such consent.

 

                                   ARTICLE VII

 

                                    OFFICERS

 

     Section 7.1. Officers. The officers of the Corporation shall be a Chief

Executive Officer, a President, a Treasurer, a Secretary, and such other

officers as the Board of Directors shall determine. Each officer of the

Corporation shall be elected annually by the directors at their annual meeting,

and shall hold office at the pleasure of the Board of Directors. Any person may

hold two or more such offices.

 

     Section 7.2. Additional Officers. The Board of Directors may appoint such

other officers and agents, including, without limitation, Assistant Vice

Presidents, Assistant Secretaries, Assistant Treasurers and Assistant

Controllers with such powers and duties as it shall deem necessary or

appropriate. All such officers or agents shall hold office at the pleasure of

the Board of Directors.

 

     Section 7.3. Authorities and Duties. All officers, as between themselves

and the Corporation, shall have such authority and perform such duties in the

management of the Corporation as may be provided in these By-Laws, or, to the

extent not so provided, as may be prescribed by the Board of Directors.

 

     Section 7.4. Salaries. The salaries or other compensation of all officers

of the Corporation shall be fixed by the Board of Directors. The salaries or

other compensation of all other employees and agents of the Corporation may be

fixed by the Board of Directors. However, the Board of Directors may delegate to

one or more officers or employees authority to employ and to fix the salaries or

other compensation of any such employees or agents.

 

     Section 7.5. The Chairman of the Board. The Chairman of the Board shall

preside at all meetings of the Board of Directors and shall have such powers and

perform such duties as may from time to time be assigned to him by the Board of

Directors.

 

     Section 7.6. The Vice Chairman. In the absence of the Chairman of the

Board, the Vice Chairman (and if there is more than one Vice Chairman, the Vice

Chairmen in order of their seniority or as otherwise determined by the Board)

shall preside at all meetings of the Board of Directors and shall have such

powers and perform such duties as may from time to time be assigned to him by

the Board of Directors.

 

     Section 7.7. The Chief Operating Officers. In the absence of the Chairman

of the Board and any Vice Chairman, any Chief Operating Officer (and if there is

more than one Chief Operating Officer, in order of their seniority or as

otherwise determined by the Board) shall preside at all meetings of the Board of

Directors and shall have such powers and perform such duties as may from time to

time be assigned to him by the Board of Directors.

 

     Section 7.8. The President. In the absence of the Chairman of the Board,

any Vice Chairman and the Chief Operating Officers, the President shall preside

at all meetings of the Board of Directors and shall have such powers and perform

such duties as may from time to time be assigned to him by the Board of

Directors.

 

 

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     Section 7.9. The Vice Presidents. The Vice Presidents in the order of their

seniority, as indicated by their titles (Executive, Senior, etc.) or as

otherwise determined by the Board of Directors, shall, in the absence of the

Chairman of the Board, any Vice Chairmen, the Chief Operating Officers and the

President, perform the duties and exercise the powers of the Chairman of the

Board, the Vice Chairmen, the Chief Operating Officers and the President, shall

perform such other duties as the Board of Directors shall prescribe and shall

generally assist the Chairman of the Board, the Vice Chairmen, the Chief

Operating Officers and the President.

 

     Section 7.10. The Secretary. The Secretary shall attend meetings of the

Board of Directors and shareholders and record all votes and the minutes of all

proceedings in a book to be kept for that purpose and shall perform like duties

for the standing committees of the Board of Directors when required. He shall

give, or cause to be given, notice of meetings of the shareholders and special

meetings of the Board of Directors, and shall perform such other duties as may

be prescribed by the Board of Directors, the Chairman of the Board, the Vice

Chairmen, the Chief Operating Officers and the President, under whose collective

supervision he shall be. He shall keep in safe custody the seal of the

Corporation and, when authorized by the Board of Directors, affix the same to

any instrument requiring it and, when so affixed, it shall be attested by his

signature or by the signature of the Treasurer or an Assistant Secretary or

Treasurer. He shall keep in safe custody the certificate books and stock books

and such other books and papers as the Board of Directors may direct and shall

perform all other duties incident to the office of Secretary.

 

     Section 7.11. Assistant Secretaries. The Assistant Secretaries in the

absence or disability of the Secretary, perform the duties and exercise the

powers of the Secretary and shall perform such other duties as the Board of

Directors shall prescribe.

 

     Section 7.12. The Treasurer. The Treasurer shall have the care and custody

of the corporate funds, and other valuable effects, including securities, and

shall keep full and accurate accounts of receipts and disbursements in books

belonging to the Corporation and shall deposit all moneys and other valuable

effects in the name and to the credit of the Corporation in such depositories as

may be designated by the Board of Directors. The Treasurer shall disburse the

funds of the Corporation as may be ordered by the Board, taking proper vouchers

for such disbursements, and shall render to the Chairman of the Board, the Vice

Chairmen, the Chief Operating Officers, the President and the Board of

Directors, at the regular meetings of the Board, or whenever they may require

it, an account of all his transactions as Treasurer and of the financial

condition of the Corporation. If required by the Board of Directors, the

Treasurer shall give the Corporation a bond for such term, in such sum and with

such surety or sureties as shall be satisfactory to the Board for the faithful

performance of the duties of his office and for the restoration to the

Corporation, in case of his death, resignation, retirement or removal from

office, of all books, papers, vouchers, money and other property of whatever

kind in his possession or under his control belonging to the Corporation.

 

     Section 7.13. Assistant Treasurers. The Assistant Treasurer shall, in the

absence or disability of the Treasurer, perform the duties and exercise the

powers of the Treasurer and shall perform such other duties as the Board of

Directors may prescribe.

 

     Section 7.14. Execution of Instruments. Each of the Chairman of the Board,

the Vice Chairman, the Chief Operating Officers, the President and the Executive

Vice Presidents shall have the power to sign on behalf of the Corporation bonds,

notes, deeds, mortgages, guarantees and any and all contracts, agreements and

instruments of a contractual nature pertaining to matters which arise in the

normal conduct and ordinary course of the business of the Corporation, except in

cases in which the signing and execution thereof shall have been expressly

delegated by the Board of Directors of the Corporation to some other officer or

agent of the Corporation.

 

 

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                                  ARTICLE VIII

 

                             CERTIFICATES OF STOCK

 

     Section 8.1. Form. The shares of stock of the Corporation shall be

represented by certificates, provided, however, that the Board of Directors may

provide by resolution or resolutions that some or all of any class or series of

the Corporation's stock shall be uncertificated, and in such case, the Board of

Directors shall designate any procedures applicable to such uncertificated

shares. The certificates of stock of the Corporation shall be in such form as

shall be determined by the Board of Directors and shall be numbered

consecutively and entered in the books of the Corporation as they are issued.

Each certificate shall exhibit the registered holder's name and the number and

class of shares, and shall be signed by the Chairman of the Board, any Vice

Chairman, any Chief Operating Officer, the President, any Executive Vice

President, Senior Vice President, or Vice President and by the Treasurer or an

Assistant Treasurer, or the Secretary or an Assistant Secretary, and shall bear

the seal of the Corporation or an engraved or printed facsimile thereof. Where

any such certificate is signed by a transfer agent or by a registrar, the

signature of the Chairman of the Board, any Vice Chairman, any Chief Operating

Officer, the President, Executive Vice President, Senior Vice President, Vice

President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary may

be a facsimile. In case any officer, transfer agent or registrar, who has

signed, or whose facsimile signature or signatures have been used on, any such

certificate or certificates, shall cease to be such officer, transfer agent or

registrar of the Corporation, whether because of death, resignation or

otherwise, before such certificate or certificates have been delivered by the

Corporation, such certificate or certificates may nevertheless be issued and

delivered as though the person or persons who signed such certificate or

certificates or whose facsimile signature or signatures have been used thereon

had not ceased to be such officer, transfer agent or registrar of the

Corporation.

 

     Section 8.2. Registered Shareholders. The Corporation shall be entitled to

(1) recognize the exclusive right of a person registered on its books as the

owner of shares as entitled to receive dividends and notices of meetings of

shareholders and to vote as such owner; and (2) hold liable for calls and

assessments a person registered on its books as the owner of shares; and the

Corporation shall not be bound to recognize any equitable or other claim to or

interest in such shares on the part of any other person, whether or not it shall

have express or other notice thereof, except as otherwise required by law.

 

     Section 8.3. Lost Certificates. The Board of Directors may direct a new

certificate or certificates to be issued in place of any certificate or

certificates theretofore issued by the Corporation alleged to have been lost,

stolen or destroyed, upon the making of an affidavit of that fact by the person

claiming the certificate of stock to be lost, stolen or destroyed, and upon such

other terms as the Board of Directors may prescribe; and the Board of Directors

may, in its discretion and as a condition precedent to the issuance of a new

certificate or certificates, require the owner of such lost, stolen or destroyed

certificate or certificates, or his legal representative, to give the

Corporation a bond in such sum and with such surety or sureties as it may direct

as indemnity against any claim that may be made against the Corporation with

respect to the certificate alleged to have been lost, stolen or destroyed.

 

     Section 8.4. Record Date.

 

     (a) For the purpose of determining the shareholders entitled to notice of

or to vote at any meeting of shareholders or any adjournment thereof, or to

express consent to or dissent from any proposal without a meeting, or for the

purpose of determining shareholders entitled to receive payment of any dividend

or the allotment of any rights, or for the purpose of any other action, the

Board may fix, in advance, a date as the record date for any such determination

of shareholders. Such date shall not be more than sixty (60) nor less than ten

(10) days before the date of such meeting nor more than sixty (60) days prior to

any other action.

 

     (b) If no record date is fixed:

 

          (1) The record date for the determination of shareholders entitled to

notice of or to vote at a meeting of shareholders shall be at the close of

business on the day next preceding the day on which notice is given, or, if no

notice is given, the day on which the meeting is held.

 

 

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          (2) The record date for determining shareholders for any purpose other

than that specified in subparagraph (1) shall be at the close of business on the

day on which the resolution of the Board relating thereto is adopted.

 

     (c) When a determination of shareholders of record entitled to notice of or

to vote at any meeting of shareholders has been made as provided in this

section, such determination shall apply to any adjournment thereof, unless the

Board fixes a new record date under this section for the adjourned meeting.

 

     Section 8.5. Fractional Shares. The Corporation may (1) issue fractions of

a share, (2) arrange for the disposition of fractional interests by those

entitled thereto, (3) pay in cash the fair value of fractions of a share as of

the time when those entitled to receive such fractions are determined, or (4)

issue scrip in registered or bearer form which shall entitle the holder to

receive a certificate for a full share upon the surrender of such scrip

aggregating a full share. A certificate for a fractional share shall, but scrip

shall not, unless otherwise provided therein, entitle the holder to exercise

voting rights, to receive dividends thereon, and to participate in any of the

assets of the Corporation in the event of liquidation. The Board of Directors

may cause scrip to be issued subject to the condition that it shall become void

if not exchanged for certificates representing full shares before a specified

date, or subject to the condition that the shares for which scrip is

exchangeable may be sold by the Corporation and the proceeds thereof distributed

to the holders of scrip, or subject to any other conditions which the Board of

Directors may deem advisable.

 

                                   ARTICLE IX

 

                               GENERAL PROVISIONS

 

     Section 9.1. Dividends. Subject always to the provisions of the law and the

Articles of Incorporation, the Board of Directors shall have full power to

determine whether any, and if any, what part of any, funds legally available for

the payment of dividends shall be declared in dividends and paid to

shareholders; the division of the whole or any part of such funds of the

Corporation shall rest wholly within the lawful discretion of the Board of

Directors, and it shall not be required at any time, against such discretion, to

divide or pay any part of such funds among or to the shareholders as dividends

or otherwise; and the Board of Directors may fix a sum which may be set aside or

reserved over and above the capital paid in of the Corporation as working

capital for the Corporation or as a reserve for any proper purpose, and from

time to time may increase, diminish, and vary the same in its absolute judgment

and discretion.

 

     Section 9.2. Fiscal Year. The fiscal year of the Corporation shall be

determined by the Board of Directors.

 

     Section 9.3. Seal. The corporate seal shall have inscribed thereon the name

of the Corporation, the year of its organization and the words "Incorporated,

Rhode Island". Said seal may be used by causing it or a facsimile thereof to be

impressed, affixed or otherwise reproduced.

 

     Section 9.4. Instruments for the Payment of Money. All checks or other

instruments for the payment of money and notes of the Corporation shall be

signed by such officer or officers or such other person or persons as the Board

of Directors may from time to time designate.

 

                                    ARTICLE X

 

                                 INDEMNIFICATION

 

     Section 10.1. Without limiting the provisions of Section 10.2, each person

who at any time serves or shall have served as a director or officer of the

Corporation or who, while a director or officer of the Corporation, is or was

serving at the request of the Corporation as a member of any committee of the

Board of Directors or as a director, officer, partner, trustee, employee or

agent of another foreign or domestic corporation, partnership, joint venture,

trust, other enterprise or employee benefit plan shall be indemnified to the

full extent permitted by Title 7-1.1-4.1 of the Rhode Island Business

Corporation Act, as the same may

 

 

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be amended from time to time.

 

     Section 10.2. Nothing contained in this ARTICLE X shall affect any rights

to indemnification to which directors and officers may be entitled by agreement,

vote of shareholders or disinterested directors or otherwise.

 

                                   ARTICLE XI

 

                                   AMENDMENTS

 

     Section 11.1. Power to Amend. The Board of Directors is authorized to

adopt, repeal, alter, amend or rescind these By-Laws by the affirmative vote of

at least a majority of the Entire Board of Directors, except that if an

Interested Person exists, such Board action must be taken by the affirmative

vote of at least a majority of the Entire Board of Directors, including a

majority of the Continuing Directors. The shareholders may adopt, repeal, alter,

amend or rescind the By-Laws of the Corporation by the vote of at least 66-2/3%

of the votes held by holders of shares of Voting Stock (as hereinafter defined)

except that if an Interested Person exists, such shareholder action must be

taken by the vote of at least 80% of the votes held by holders of shares of

Voting Stock, including an Independent Majority of Shareholders (as hereinafter

defined in Article XIII of these By-Laws).

 

                                   ARTICLE XII

 

                              BUSINESS COMBINATIONS

 

     Section 12.1. Subject to Section 12.2 of this Article XII, but

notwithstanding any other provisions of these By-Laws or of the Articles of

Incorporation or the fact that no vote for such a transaction may be required by

law or that approval by some lesser percentage of shareholders may be permitted

by law, neither the Corporation nor any Subsidiary shall be party to a Business

Combination (as hereinafter defined in Article XIII of these By-Laws) unless all

of the following conditions are met:

 

     (1) After becoming an Interested Person and prior to consummation of such

Business Combination:

 

          (a) such Interested Person shall not have acquired any newly issued

shares of capital stock, directly or indirectly, from the Corporation or a

Subsidiary (except upon exercise or conversion of warrants or other rights,

including preemptive rights, or convertible securities acquired by an Interested

Person prior to becoming an interested Person or upon compliance with the

provisions of this Article XII or as a result of a pro rata stock dividend or

stock split);

 

          (b) such Interested Person shall not have received the benefit,

directly or indirectly (except proportionately as a shareholder), of any loans,

advances, guarantees, pledges or other financial assistance or tax credits

provided by the Corporation or a Subsidiary, or have made any major changes in

the Corporation's business or equity capital structure;

 

          (c) except as approved by a majority of the Continuing Directors,

there shall have been (i) no reduction in the annual rate of dividends paid on

voting Stock (except as necessary to reflect a pro rata stock dividend or stock

split) and (ii) an increase in such annual rate of dividends as necessary to

reflect any reclassification (including any reverse stock split),

recapitalization, reorganization or any similar transaction which has the effect

of reducing the number of outstanding shares of Voting Stock; and

 

          (d) such Interested Person shall have taken steps to insure that the

Board of Directors of the Corporation included at all times representation by

Continuing Directors proportionate to the ratio that the number of shares of

Voting Stock (as hereinafter defined in Article XIII of these By-Laws) from time

to time owned by shareholders who are not Interested Persons bears to all shares

of Voting Stock outstanding at the time in question (with a Continuing Director

to occupy any resulting fractional position among the

 

 

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directors); and

 

     (2) The Business Combination shall have been approved by at least a

majority of the Entire Board of Directors of the Corporation, including a

majority of the Continuing Directors; and

 

     (3) A shareholder's meeting shall have been called for the purpose of

approving the Business Combination and a proxy statement complying with the

requirements of the Exchange Act, as amended, or any successor statute or rule,

whether or not the Corporation is then subject to such requirements, shall be

mailed to all shareholders of the Corporation not less than thirty (30) days

prior to the date of such meeting for the purpose of soliciting shareholder

approval of such Business Combination and shall contain at the front thereof, in

a prominent place, (a) any recommendations as to the advisability (or

inadvisability) of the Business Combination which the Continuing Directors may

choose to state, and (b) the opinion of a reputable national investment banking

firm as to the fairness (or lack thereof) of the terms of such Business

Combination, from the point of view of the remaining shareholders of the

Corporation (such investment banking firm to be engaged by a majority of the

Continuing Directors solely on behalf of the remaining shareholders and paid a

reasonable fee for their services, which fee shall not be contingent upon the

consummation of the transaction); and

 

     (4) The Business Combination shall have been approved by at least 80% of

the votes held by the holders of the outstanding Voting Stock, including an

Independent Majority of Shareholders.

 

     Section 12.2. The approval requirements of Section 12.1 shall not apply to

any particular Business Combination, and such Business Combination shall require

only such affirmative shareholder vote as is required by law, any other

provision of the Articles of Incorporation or of these By-Laws, the terms of any

outstanding classes or series of capital stock of the Corporation or any

agreement with any national securities exchange, if the Business Combination is

approved by a majority of the Entire Board of Directors, including the

affirmative vote of at least 66-2/3% of the Continuing Directors.

 

     Section 12.3. The Board of Directors of the Corporation, when evaluating

any offer of another Person (the "Offering Person") (i) to make a tender or

exchange offer for any equity security of the Corporation or (ii) to effect any

Business Combination (as defined in Article XIII of these By-Laws, except that

for purposes of this Section 12.3 the term "Person" shall be substituted for the

term "Interested Person"), shall, in connection with the exercise of the Board's

judgment in determining what is in the best interests of the Corporation as a

whole, be authorized to give due consideration to such factors as the Board of

Directors determines to be relevant, including, without limitation:

 

          (a) the relationships between the consideration offered by the

Offering Person and (x) the market price of the voting Stock over a period of

years, (y) the current and future value of the Corporation as an independent

entity and (z) political, economic and other factors bearing on securities

prices and the Corporation's financial condition and future prospects;

 

          (b) the interests of all of the Corporation's shareholders, including

minority shareholders;

 

          (c) whether the proposed transaction might violate federal, state,

local or foreign laws;

 

          (d) the competence, experience and integrity of the Offering Person

and its management;

 

and

 

          (e) the social, legal and economic effects upon employees, suppliers,

customers, licensors, licensees and other constituents of the Corporation and

its Subsidiaries and on the communities in which the Corporation and its

Subsidiaries operate or are located.

 

     In connection with any such evaluation, the Board of Directors is

authorized to conduct such investigations and to engage in such legal

proceedings as the Board of Directors may determine.

 

     Section 12.4. As to any particular transaction, the Continuing Directors

shall have the power and duty to determine, on the basis of information known to

them:

 

 

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          (a) The amount of Voting Stock beneficially owned by any Person (as

hereinafter defined in Article XIII of these By-Laws);

 

          (b) Whether a Person is an Affiliate (as herein after defined in

Article XIII of these By-Laws) or Associate (as hereinafter defined in Article

XIII of these By-Laws) of another;

 

          (c) Whether a Person has an agreement, arrangement or understanding

with, or is acting in concert with, another;

 

          (d) Whether the assets subject to any Business Combination constitute

a Substantial Part (as hereinafter defined in Article XIII of these By-Laws);

 

          (e) Whether a proposed transaction is proposed, directly or

indirectly, by or on behalf of any Person;

 

          (f) Whether a proposed amendment of any Article of the Articles of

Incorporation would have the effect of modifying or permitting circumvention of

the provisions of Article Eighth through Twelfth of the Articles of

Incorporation; and

 

          (g) Such other matters with respect to which a determination is

required under Articles Eighth through Twelfth of the Articles of Incorporation.

 

     Any such determination shall be conclusive and binding for all purposes of

the Articles of Incorporation and of these By-Laws.

 

     Section 12.5. The affirmative votes required by this Article XII is in

addition to the vote of the holders of any class or series of capital stock of

the Corporation otherwise required by law, the Articles of Incorporation or

these By-Laws, any resolution which has been adopted by the Board of Directors

providing for the issuance of a class or series of capital stock or any

agreement between the Corporation and any national securities exchange.

 

     Section 12.6. Nothing contained in this Article XII shall be construed to

relieve any Interested Person from any fiduciary or other obligation imposed by

law.

 

                                  ARTICLE XIII

 

                                   DEFINITIONS

 

     For the purposes of these By-Laws:

 

     (1) The term "beneficial owner" and correlative terms shall have the

meaning as set forth in Rule 13d-3 of the General Rules and Regulations (the

"General Rules") promulgated by the Securities and Exchange Commission (the

"Commission") under the Securities Exchange Act of 1934 (the "Exchange Act"), as

in effect on June 5,1985, except that the words "within sixty days" in Rule

13d-3(d) (1) (i) shall be omitted.

 

     (2) The term "Business Combination" shall mean:

 

          (a) any merger or consolidation of the Corporation or any Subsidiary

(as hereinafter defined) (i) with an Interested Person, any Affiliate (as

hereinafter defined) or Associate (as hereinafter defined) of an Interested

Person or any Person (as hereinafter defined) acting in concert with an

Interested Person (including, without limitation, any Person, which after such

merger or consolidation, would be an Affiliate or Associate of an Interested

Person), in each case irrespective of which Person is the surviving entity in

such merger or consolidation, or (ii) proposed, directly or indirectly, by or on

behalf of an Interested Person;

 

 

                                       12

 

<PAGE>

 

          (b) any sale, lease, exchange, transfer, distribution to shareholders

or other disposition, including, without limitation, a mortgage, pledge or other

security device, by the Corporation or any Subsidiary (in a single transaction

or a series of separate or related transactions) of all, substantially all or

any Substantial Part (as hereinafter defined) of the assets or business of the

Corporation or a Subsidiary (including, without limitation, any securities of a

Subsidiary) (i) to or with an Interested Person, or (ii) proposed, directly or

indirectly, by or on behalf of an Interested Person;

 

          (c) the purchase, exchange, lease or other acquisition, including,

without limitation, a mortgage, pledge or other security device, by the

Corporation or any Subsidiary (in a single transaction or a series of separate

or related transactions) of all, substantially all or any Substantial Part of

the assets or business of (i) an Interested Person, or (ii) any Person, if such

purchase, exchange, lease or other acquisition is proposed, directly or

indirectly, by or on behalf of an Interested Person;

 

          (d) the issuance of any securities, or of any rights, warrants or

options to acquire any securities, by the Corporation or a Subsidiary to an

Interested Person (except (i) as a result of a pro rata stock dividend or stock

split, (ii) upon the exercise or conversion of warrants or other rights,

including preemptive rights, or convertible securities acquired by an Interested

Person prior to or simultaneously with becoming an Interested Person or (iii)

upon conversion of publicly traded convertible securities of the Corporation) or

the acquisition by the Corporation or a Subsidiary of any securities, or of any

rights, warrants or options to acquire any securities, issued by an Interested

Person;

 

          (e) any plan or proposal for, or which has the effect of, the partial

or complete liquidation, dissolution, spin off, split off or split up of the

Corporation or any Subsidiary proposed, directly or indirectly, by or on behalf

of an Interested Person;

 

          (f) any of the following which has the effect, directly or indirectly,

of increasing the proportionate amount of Voting Stock or capital stock of any

Subsidiary thereof which is beneficially owned by an Interested Person: any

reclassification of securities (including, without limitation, any reverse stock

split) of the Corporation, any issuance of any Voting Stock or other securities

of the Corporation, any recapitalization of the Corporation or any merger,

consolidation or other transaction (whether or not with or into or otherwise

involving an Interested Person); and

 

          (g) any agreement, contract, understanding or other arrangement

providing for any of the transactions described in this subsection (2) of this

Article XIII.

 

     (3) The term "Continuing Director" shall mean (i) a director serving

continuously as a director of the Corporation from and including June 5, 1985;

(ii,) a person who was a member of the Board of Directors of the Corporation

immediately prior to the time that any then existing Interested Person became an

Interested Person, (in) a person not affiliated with any Interested Person and

designated (before or simultaneously with initially becoming a director) as a

Continuing Director by at least a majority of the then Continuing Directors and

(iv) a director deemed to be a Continuing Director in accordance with the last

sentence of this subsection (3) of this Article XIII. All references to action

by a specified percentage of the Continuing Directors shall mean a vote of such

specified percentage of the total number of Continuing Directors of the

Corporation at a meeting at which at least such specified percentage of the

total number of Continuing Directors shall have been in attendance. Whenever a

condition requires the act of a specified percentage of Continuing Directors,

such condition shall not be capable of fulfillment unless there is at least one

Continuing Director. If all of the capital stock of the Corporation is

beneficially owned by one Person continuously for at least three consecutive

years during which period at least three annual meetings of shareholders shall

have taken place, at which meetings all of the Continuing Directors as defined

in clauses (i) -(iii) above shall not have been reelected, all directors elected

from and after such third consecutive year shall be deemed Continuing Directors.

 

     (4) The term "Independent Majority of Shareholders" shall mean the majority

of the votes held by holders of shares of the outstanding Voting Stock that are

not beneficially owned or controlled, directly or indirectly, by any Interested

Person.

 

     (5) The term "Interested Person" shall mean (i) any Person, which, together

with its "Affiliates"

 

 

                                       13

 

<PAGE>

 

and "Associates" (as defined in Rule 12b-2 of the General Rules promulgated by

the Commission under the Exchange Act, as in effect on June 5, 1985) and any

Person acting in concert therewith, is the beneficial owner, directly or

indirectly, often percent (10%) or more of the votes held by the holders of

shares of Voting Stock, (ii) any Affiliate or Associate of an Interested Person,

including, without limitation, a Person acting in concert therewith, (iii) any

Person that at any time within the two year period immediately prior to the date

in question was the beneficial owner, directly or indirectly, often percent

(10%) or more of the votes held by the holders of shares of Voting Stock, or

(iv) an assignee of, or successor to, any shares of Voting Stock which were at

any time within the two-year period prior to the date in question beneficially

owned by any Interested Person, if such assignment or succession shall have

occurred in the course of a transaction or series of transactions not involving

a public offering within the meaning of the Securities Act of 1933, as amended.

For purposes of determining the percentage of votes held by a Person, any Voting

Stock not outstanding which is subject to any option, warrant, convertible

security, preemptive or other right held by such Person (whether or not such

option, warrant, convertible security, preemptive or other right is currently

exercisable) shall be deemed to be outstanding for the purpose of computing the

percentage of votes held by such Person.

 

     Notwithstanding anything contained in the immediately preceding paragraph,

the term "Interested Person" shall not include (A) a Subsidiary of the

Corporation or (B) a Continuing Director who beneficially owned, on June 5,

1985, ten percent (10%) or more of the votes held by the holders of shares of

Voting Stock and any Affiliate or Associate of one or more of such Continuing

Directors. For purposes of Articles III and XI of these By-Laws, the term

"Interested Person" shall not include any Person which shall have deposited all

of its Voting Stock in a voting trust (only and for so long as the voting trust

shall be continuing and all of such Person's Voting Stock shall remain deposited

in the Voting Trust) pursuant to an agreement with the Corporation providing the

Corporation with the power to appoint a majority of the voting trustees of the

voting trust who, in turn, shall have the power to vote all of the snares of

Voting Stock in the voting trust, in their discretion, for the election of

directors of the Corporation and the amendment of the Articles of Incorporation

and/or these By-Laws. The agreement by the Corporation with any Person described

in the immediately preceding sentence to use its best efforts to elect one

designee of such Person as a director and to cause the voting trustees appointed

by the Corporation to vote for such designee shall not cause such Person to be

deemed an Interested Person for purposes of Articles III and XI of these

By-Laws.

 

     A Person who is an Interested Person as of (x) the time any definitive

agreement, or amendment thereto, relating to a Business Combination is entered

into, (y) the record date for the determination of shareholders entitled to

notice of and to vote on a Business Combination, or (z) immediately prior to the

consummation of a Business Combination shall be deemed an Interested Person for

purposes of this definition.

 

     (6) The term "Person" shall mean any individual, corporation, partnership

or other person, group or entity (other than the Corporation, any Subsidiary or

a trustee holding stock for the benefit of employees of the Corporation or its

Subsidiaries, or anyone of them, pursuant to one or more employee benefit plans

or arrangements). When two or more Persons act as a partnership, limited

partnership, syndicate, association or other group for the purpose of acquiring,

holding or disposing of securities, such partnership, syndicate, association or

group will be deemed a "Person".

 

     (7) The term "Subsidiary" shall mean any corporation or other entity fifty

percent (50%) or more of the equity of which is beneficially owned by the

Corporation; provided, however, that for purposes of the definition of

Interested Person set forth in subsection (5) of this Article XIII and the

definition of Person set forth in subsection (6) of this Article XIII, the term

"Subsidiary" shall mean only a corporation of which a majority of each class of

equity security is beneficially owned by the Corporation.

 

     (8) The term "Substantial Part", as used in reference to the assets or

business of any Person means assets or business having a value of more than ten

percent (10%) of the total consolidated assets of the Corporation and its

Subsidiaries as of the end of the Corporation's most recent fiscal year ending

prior to the time the determination is made.

 

 

                                       14

 

<PAGE>

 

     (9) For the purposes of determining the number of "votes held by holders"

of shares, including Voting Stock, of the Corporation, each share shall have the

number of votes granted to it pursuant to Article Fifth of the Articles of

Incorporation of the Corporation.

 

     (10) The term "Voting Stock" shall mean stock or other securities of the

Corporation entitled to vote generally in the election of directors.

 

 

 

Amendment to Amended and Restated Bylaws of Hasbro, Inc.

 

The amendments (A) delete the existing Section 2.6 of the Hasbro, Inc. By-laws (the "By-laws") and replace it in its entirety with the text set forth below and (B) add a new Section 3.7 to the By-laws as is set forth below:

 

"Section 2.6.     Voting.  At any meeting of the shareholders of the Corporation, each shareholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such shareholder or otherwise appointed in accordance with the provisions of Section 2.7 of these By-Laws. Except as may be otherwise provided by the Articles of Incorporation, each holder of record of Common Stock shall be entitled to one vote for every share of such stock standing in his or her name on the books of the Corporation.

 

When a quorum is present at any meeting of shareholders, matters other than the election of directors shall be decided by the vote of the holders of a majority of the stock having voting power and represented in person or by proxy at such meeting, except where a different voting threshold is provided for such matter by the Corporation's Articles of Incorporation or Article XII of these By-Laws, in which case such different voting threshold shall apply.

 

In an election of directors which is not a contested election (as defined below), when a quorum is present, each nominee to be elected by shareholders shall be elected if the votes cast "for" such nominee exceed the votes cast "against" such nominee.  In cases where as of the tenth (10th) day preceding the date on which the Corporation first mails its notice of meeting, for the meeting at which directors are being elected, the number of nominees for director exceeds the number of directors to be elected (referred to as a "contested election"), when a quorum is present, each nominee to be elected by shareholders shall be elected by a plurality of the votes cast."

 

"Section 3.7.     Resignation.  In order for an incumbent director to become a nominee for re-election to the Board, such person must submit an irrevocable resignation, contingent on both (i) that person not receiving a "for" vote that exceeds the "against" vote cast in an election that is not a contested election and (ii) acceptance of that resignation by the Board in accordance with the policies and procedures of the Board adopted for such purpose.  In the event an incumbent director fails to receive a "for" vote that exceeds the "against" vote in an election that is not a contested election, the Corporation's Nominating, Governance and Social Responsibility Committee shall make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent director. The Board shall act on the resignation, taking into account the recommendation of the Nominating, Governance and Social Responsibility Committee, and publicly disclose (by filing an appropriate disclosure with the Securities and Exchange Commission) its decision regarding the resignation and, if such resignation is rejected, the rationale for that decision, within sixty (60) days following the final certification of the vote at which the election was held.  The Nominating, Governance and Social Responsibility Committee in making its recommendation, and the Board in making its decision, may each consider all factors and information that they consider relevant and appropriate. Both the Nominating, Governance and Social Responsibility Committee, in making their recommendation, and the Board in making its decision, with respect to any given nominee who has not received the requisite vote in an election that is not a contested election, will act without the participation of the nominee in question. If the Board accepts a director's resignation pursuant to this Section 3.7, then the Board may fill the resulting vacancy pursuant to Section 3.6 of these By-laws."

 

 

Amendment to Amended and Restated By-Laws of Hasbro, Inc.

 

This amendment to the Amended and Restated By-Laws of Hasbro, Inc., as amended through the date hereof (the "By-Laws"), is effective as of December 10, 2015 (the "Effective Date").  As of the Effective Date the By-Laws are amended by:

 

 (A) deleting the second sentence in the sixth paragraph of the existing Section 2.10(d) of the By-Laws and replacing such sentence it in its entirety with the following two sentences:

 

"For purposes of satisfying the ownership requirement under this paragraph (d) of Section 2.10, the shares of the Corporation's capital stock owned by one or more shareholders, or by the person or persons who own shares of the Corporation's capital stock and on whose behalf any shareholder is acting, may be aggregated, provided that the number of shareholders and other persons whose ownership of shares is aggregated for such purpose shall not exceed twenty (20).  The following shall be treated as one Eligible Shareholder if such Eligible Shareholder shall provide, together with the notice delivered to the Corporation pursuant to this Section, documentation reasonably satisfactory to the Board of Directors or its designee that demonstrates compliance with the following criteria: (1) funds under common management and investment control; (2) funds under common management and funded primarily by the same employer; or (3) a "family of investment companies" or a "group of investment companies" (each as defined in the Investment Company Act of 1940 and the rules, regulations and forms adopted thereunder, all as amended)."

(B) deleting the reference to three (3) business days in the second sentence of the eighth paragraph of existing Section 2.10(d) of the By-Laws and replacing it with five (5) business days, such that the sentence reads in its entirety as follows:

 

"A person's ownership of shares shall be deemed to continue during any period in which (i) the person has loaned such shares, provided that the person has the power to recall such loaned shares on five (5) business days' notice or (ii) the person has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement that is revocable at any time by the person."

 

 

[As Filed: 12-11-2015]