RESTATED ARTICLES OF INCORPORATION

 

                                      OF

 

                                 HASBRO, INC.

 

 

     Pursuant to the provisions of Section 7-1.1-59 of the General Laws, 1956,

as amended, the undersigned corporation adopts the following Restated Articles

of Incorporation:

 

     FIRST:  The name of the corporation is HASBRO, INC.

 

     SECOND:  The period of its duration is perpetual.

 

     THIRD:  The purposes or purposes which the corporation is authorized to

pursue are:

 

     manufacturing, processing, buying, selling, photographing, printing

     and/or otherwise dealing in all kinds of toys, novelties, school

     supplies, games, plastics, pens, pencils, erasers and other articles of a

     similar nature; manufacturing, processing, buying, selling,

     photographing, printing and otherwise dealing in other articles of

     personal property bearing the names, pictures, likenesses and/or

     reproduction of any toys, novelties, school supplies, games, plastics,

     pens, pencils, erasers and other articles of a similar nature; to apply

     for, obtain, register, purchase, lease, or otherwise to acquire and hold,

     own, use, develop, operate and introduce, and to sell, assign, grant

     and/or receive licenses or territorial rights in respect to, or otherwise

     to turn to account or dispose of, any copyrights, trademarks, trade

     names, patents, labels, patent rights or letters patent of the United

     States, or of any other country or government, inventions, improvements

     and processes, whether used in connection or secured under letters patent

     or otherwise; and generally to engage in any other lawful business,

     except as hereinafter and/or by law prohibited; and generally to do any

     and all acts necessary, incident or related to any of the foregoing

     specific purposes.

 

     In addition to the foregoing, said corporation shall have the following

power and authority, viz:-- (See Sec. 7-2-10 of the General Laws).

 

       To do any lawful act which is necessary or proper to accomplish the

     purposes of its incorporation.  Without limiting or enlarging the effect

     of this general grant of authority, it is hereby specifically provided

     that every corporation shall have power:

 

       (a)  to have perpetual succession in its corporate name, unless a

     period for its duration is limited in its articles of association or

     charter;

 

       (b)  to sue and be sued in its corporate name;

 

       (c)  to have and use a common seal, and alter the same at pleasure;

 

       (d)  to elect such officers and appoint such agents as its business

     requires, and to fix their compensation and define their duties;

 

       (e)  to make by-laws not inconsistent with the Constitution or laws

     of the United States or of this state, or with the corporation's

     charter, or articles of association, determining the time and place

     of holding and the manner of calling and of conducting meetings of

     its stockholders and directors, the manner of electing its officers

     and directors, the mode of voting by proxy, the number,

     qualifications, powers, duties and term of office of its officers and

     directors, the number of directors and of shares of stock necessary

     to constitute a quorum, which number may be less than a majority, and

     the method of making demand for payment of subscriptions to its

     capital stock and providing for an executive committee to be elected

     from and by the board of directors and defining its powers and

     duties, and containing any other provisions, whether of the same or

     of a different nature, for the management of the corporation's

     property and the regulation and government of its affairs;

 

       (f)  to make contracts, incur liabilities and borrow money;

 

       (g)  to acquire, hold, sell and transfer shares of its own capital

     stock; provided, that no corporation shall use its funds or property for

     the purchase of its own shares of capital stock when such use would cause

     any impairment of the capital of the corporation;

 

       (h)  to acquire, hold, sell, assign, transfer, mortgage, pledge or

     otherwise dispose of any bonds, securities or evidences of indebtedness

     created by, or the shares of the capital stock of any other corporation

     or corporations of this state or of any other state, country, nation or

     government, and while owner of said stock to exercise all the rights,

     powers and privileges of ownership, including the right to vote thereon;

 

       (i)  to guarantee any bonds, securities or evidences of indebtedness

     created by or dividends on or a certain amount per share in liquidation

     of the capital stock of any other corporation or corporations created by

     this state or by any other state, country, nation or government;

 

       (j)  to acquire, hold, use, manage, convey, lease, mortgage, pledge or

     otherwise dispose of within or without this state any other property,

     real or personal, which its purposes shall require;

 

       (k)  to conduct business and have offices in this state and elsewhere;

     provided, however, that nothing in this section contained shall authorize

     any corporation to carry on the business of a bank, savings bank or trust

     company."

 

     FOURTH:  The total amount of authorized capital stock of the Corporation,

with par value, shall be One Hundred Sixty-Two Million Five Hundred Thousand

Dollars ($162,500,000), as follows, viz:

 

       Common Stock in the amount of One Hundred Fifty Million Dollars

     ($150,000,000), to be divided into Three Hundred Million (300,000,000)

     shares of the par value of Fifty Cents ($.50) each;

 

       Preference Stock in the amount of Twelve Million Five Hundred Thousand

     Dollars ($12,500,000), to be divided into Five Million (5,000,000) shares

     of the par value of Two and 50/100 Dollars ($2.50) each.

 

     FIFTH:  A description of the terms, conditions, rights, privileges and

other provisions regarding the Preference Stock is as follows, viz:

 

     The Board of Directors of the corporation is authorized to issue the

Preference Stock of the Corporation from time to time in one or more series,

each series to have such dividend rates, convertibility features, redemption

rates and prices, liquidation preferences, voting rights and other rights,

limitations and qualifications as the Board of Directors may determine,

including but not limited to the following:

 

         (a)  the serial designation of each series;

 

         (b)  the rate or rates of preferential, non-participating dividends,

       if any, payable either in cash or in property, or in the shares of the

       same series or another series of Preference Stock, or in shares of the

       Common Stock or in any combination thereof;

 

         (c)  the dates of payment of dividends and whether dividends shall be

       cumulative and if cumulative the dates from which dividends shall be

       cumulative;

 

         (d)  the price or prices and the time at which the same may be

       redeemed, which shall be not less than the par value thereof, plus

       dividend arrearages, if any;

 

         (e)  the notice of redemption required;

 

         (f)  the amount and terms of a sinking fund, if any, for the

       redemption thereof, provided such sinking fund is payable only out of

       funds legally available therefor;

 

         (g)  the terms, conditions, rights, privileges and other provision,

       if any, respecting the conversion of any or all series of Preference

       Stock into either Preference Stock of the same series or another series

       of Preference Stock, or into Common Stock or into any other class of

       capital stock which the corporation may then be authorized to issue, or

       into any combination thereof;

 

         (h)  the preferential amount or amounts which shall be paid to the

       holders thereof in the event of liquidation, dissolution, or winding up

       of the corporation, whether voluntary or involuntary, which shall be

       not less than the par value plus dividend arrearages, if any;

 

         (i)  the voting powers, if any, rights to participate in meetings of

       stockholders, or rights to have notice of meetings of stockholders; and

 

         (j)  such other designations, preferences and relative, participating

       optional or other special rights, and qualifications, limitations or

       restrictions thereof, as are permitted by the provisions of Section 7-

       3-1 of the General Laws of Rhode Island, and all amendments thereof and

       additions thereto.

 

     Each series of the Preference Stock shall have such preferences as to

dividends and assets and amounts distributable on liquidation, dissolution or

winding up as shall be declared by the resolution or resolutions of the Board

of Directors establishing such series; provided that all Preference Stock

shall be preferred over all Common Stock as to dividends.  All shares of any

one series shall rank equally.

 

     The shares of any series of Preference Stock which have been issued and

redeemed, will have the status of authorized and unissued shares and may be

reissued as shares of the series of which they were originally a part or may

be issued as shares of a new series or as shares of any other series, all

subject to the conditions and restrictions of any series of Preference Stock.

 

     Subject to the limitations prescribed in this Article Fifth and any

further limitations in accordance herewith, the holders of shares of Common

Stock shall be entitled to receive, when and as declared by the Board of

Directors of the corporation out of the assets of the corporation which are by

law available therefor, dividends payable either in cash, or in property, or

in shares of any series of Preference Stock, or in Common Stock, or in any

combination thereof.  No dividends, however, other than dividends payable in

shares of Common Stock shall be paid on Common Stock if dividends in full on

all outstanding shares of Preference Stock to which the holders thereof are

entitled shall not have been paid or declared and set apart for payment.  Each

issued and outstanding share of Common Stock shall entitle the holder thereof

to full voting power.

 

     The board of directors may authorize the issuance of additional shares of

Common Stock and/or Preference Stock, not exceeding the number of shares

authorized, or in the event of the issuance of additional shares as aforesaid,

the stockholders shall not have any preemptive right to subscribe for any new

stock to be issued by the corporation, in proportion to and/or by virtue of

their respective holdings of stock at the time of such issue.

 

                                     -----

 

     Hasbro, Inc., a corporation organized and existing under the Business

Corporation Act of the State of Rhode Island (hereinafter called the

"Corporation"), hereby certifies that the following resolution was adopted by

the Board of Directors of the Corporation as required by Section 7.1.1-15 of

the Rhode Island Business Corporation Act at a meeting duly called and held on

June 4, 1989:

 

     RESOLVED, that pursuant to the authority granted to and vested in the

Board of Directors of this Corporation (hereinafter called the "Board of

Directors" or the "Board") in accordance with the provisions of the Articles

of Incorporation, the Board of Directors hereby creates a series of Preference

Stock, par value $2.50 per share.  The designation, number of shares, rights,

preferences, and limitations is as follows:

 

     Series B Junior Participating Preference Stock:

 

       Section 1.  Designation and Amount.  The shares of such series shall be

designated as "Series B Junior Participating Preference Stock" (the "Series B

Preference Stock") and the number of shares constituting the Series B

Preference Stock shall be 100,000.  Such number of shares may be increased or

decreased by resolution of the Board of Directors; provided, that no decrease

shall reduce the number of shares of Series B Preference Stock to a number

less than the number of shares then outstanding plus the number of shares

reserved for issuance upon the exercise of outstanding options, rights or

warrants or upon the conversion of any outstanding securities issued by the

Corporation convertible into Series B Preference Stock.

 

         Section 2. Dividends and Distributions.

 

         (A)  Subject to the rights of the holders of any shares of any

     series of Preference Stock (or any similar stock) ranking prior and

     superior to the Series B Preference Stock with respect to dividends, the

     holders of shares of Series B Preference Stock, in preference to the

     holders of Common Stock, par value $.50 per share (the "Common Stock"),

     of the Corporation, and of any other junior stock, shall be entitled to

     receive, when, as and if declared by the Board of Directors out of funds

     legally available for the purpose, quarterly dividends payable in cash

     on the last day of March, June, September and December in each year (each

     such date being referred to herein as a "Quarterly Dividend Payment

     Date"), commencing on the first Quarterly Dividend Payment Date after the

     first issuance of a share or fraction of a share of Series B Preference

     Stock, in an amount per share (rounded to the nearest cent) equal to the

     greater of (a) $10 or (b) subject to the provision for adjustment

     hereinafter set forth, 1,000 times the aggregate per share amount of all

     cash dividends, and 1,000 times the aggregate per share amount (payable

     in kind) of all non-cash dividends or other distributions, other than a

     dividend payable in shares of Common Stock or a subdivision of the

     outstanding shares of Common Stock (by reclassification or otherwise),

     declared on the Common Stock since the immediately preceding Quarterly

     Dividend Payment Date or, with respect to the first Quarterly Dividend

     Payment Date, since the first issuance of any share or fraction of a

     share of Series B Preference Stock.  In the event the Corporation shall

     at any time declare or pay any dividend on the Common Stock payable in

     shares of Common Stock, or effect a subdivision or combination or

     consolidation of the outstanding shares of Common Stock (by

     reclassification or otherwise than by payment of a dividend in shares of

     Common Stock) into a greater or lesser number of shares of Common Stock,

     then in each such case the amount to which holders of shares of Series B

     Preference Stock were entitled immediately prior to such event under

     clause (b) of the preceding sentence shall be adjusted by multiplying

     such amount by a fraction, the numerator of which is the number of shares

     of Common Stock outstanding immediately after such event and the

     denominator of which is the number of shares of Common Stock that were

     outstanding immediately prior to such event.

 

         (B)  The Corporation shall declare a dividend or distribution on the

     Series B Preference Stock as provided in paragraph (A) of this Section

     immediately after it declares a dividend or distribution on the Common

     Stock (other than a dividend payable in shares of Common Stock); provided

     that, in the event no dividend or distribution shall have been declared

     on the Common Stock during the period between any Quarterly Dividend

     Payment Date and the next subsequent Quarterly Dividend Payment Date, a

     dividend of $10 per share on the Series B Preference Stock shall

     nevertheless be payable on such subsequent Quarterly Dividend Payment

     Date.

 

         (C)  Dividends shall begin to accrue and be cumulative on

     outstanding shares of Series B Preference Stock from the Quarterly

     Dividend Payment Date next preceding the date of issue of such shares,

     unless the date of issue of such shares is prior to the record date for

     the first Quarterly Dividend Payment Date, in which case dividends on

     such shares shall begin to accrue from the date of issue of such shares,

     or unless the date of issue is a Quarterly Dividend Payment Date or is a

     date after the record date for the determination of holders of shares of

     Series B Preference Stock entitled to receive a quarterly dividend and

     before such Quarterly Dividend Payment Date, in either of which events

     such dividends shall begin to accrue and be cumulative from such

     Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not

     bear interest.  Dividends paid on the shares of Series B Preference Stock

     in an amount less than the total amount of such dividends at the time

     accrued and payable on such shares shall be allocated pro rata on a

     share-by-share basis among all such shares at the time outstanding.  The

     Board of Directors may fix a record date for the determination of holders

     of shares of Series B Preference Stock entitled to receive payment of a

     dividend or distribution declared thereon, which record date shall be not

     more than 60 days prior to the date fixed for the payment thereof.

 

         Section 3.  Voting Rights.  The holders of shares of Series B

Preference Stock shall have the following voting rights:

 

         (A)  Subject to the provision for adjustment hereinafter set forth,

     each share of Series B Preference Stock shall entitle the holder thereof

     to 1,000 votes on all matters submitted to a vote of the stockholders of

     the Corporation.  In the event the Corporation shall at any time declare

     or pay any dividend on the Common Stock payable in shares of Common

     Stock, or effect a subdivision or combination or consolidation of the

     outstanding shares of Common Stock (by reclassification or otherwise than

     by payment of a dividend in shares of Common Stock) into a greater or

     lesser number of shares of Common Stock, then in each such case the

     number of votes per share to which holders of shares of Series B

     Preference Stock were entitled immediately prior to such event shall be

     adjusted by multiplying such number by a fraction, the numerator of which

     is the number of shares of Common Stock outstanding immediately after

     such event and the denominator of which is the number of shares of Common

     Stock that were outstanding immediately prior to such event.

 

         (B)  Except as otherwise provided herein, in any other Certificate of

     Designations creating a series of Preference Stock or any similar stock,

     or by law, the holders of shares of Series B Preference Stock and the

     holders of shares of Common Stock and any other capital stock of the

     Corporation having general voting rights shall vote together as one class

     on all matters submitted to a vote of stockholders of the Corporation.

 

         (C)  Except as set forth herein, or as otherwise provided by law,

     holders of Series B Preference Stock shall have no special voting rights

     and their consent shall not be required (except to the extent they are

     entitled to vote with holders of Common Stock as set forth herein) for

     taking any corporate action.

 

         Section 4.  Certain Restrictions.

 

         (A)  Whenever quarterly dividends or other dividends or distributions

payable on the Series B Preference Stock as provided in Section 2 are in

arrears, thereafter and until all accrued and unpaid dividends and

distributions, whether or not declared, on shares of Series B Preference Stock

outstanding shall have been paid in full, the Corporation shall not:

 

            (i)  declare or pay dividends, or make any other distributions, on

         any shares of stock ranking junior (either as to dividends or upon

         liquidation, dissolution or winding up) to the Series B Preference

         Stock;

 

           (ii)  declare or pay dividends or make any other distributions, on

         any shares of stock ranking on a parity (either as to dividends or

         upon liquidation, dissolution or winding up) with the Series B

         Preference Stock, except dividends paid ratably on the Series B

         Preference Stock and all such parity stock on which dividends are

         payable or in arrears in proportion to the total amounts to which the

         holders of all such shares are then entitled;

 

          (iii)  redeem or purchase or otherwise acquire for consideration

         shares of any stock ranking junior (either as to dividends or upon

         liquidation, dissolution or winding up) to the Series B Preference

         Stock, provided that the Corporation may at any time redeem, purchase

         or otherwise acquire shares of any such junior stock in exchange for

         shares of any stock of the Corporation ranking junior (either as to

         dividends or upon dissolution, liquidation or winding up) to the

         Series B Preference Stock; or

 

           (iv)  redeem or purchase or otherwise acquire for consideration any

         shares of Series B Preference Stock, or any shares of stock ranking

         on a parity with the Series B Preference Stock, except in accordance

         with a purchase offer made in writing or by publication (as

         determined by the Board of Directors) to all holders of such shares

         upon such terms as the Board of Directors, after consideration of the

         respective annual dividend rates and other relative rights and

         preferences of the respective series and classes, shall determine in

         good faith will result in fair and equitable treatment among the

         respective series or classes.

 

         (B)  The Corporation shall not permit any subsidiary of the

     Corporation to purchase or otherwise acquire for consideration any shares

     of stock of the Corporation unless the Corporation could, under paragraph

     (A) of this Section 4, purchase or otherwise acquire such shares at such

     time and in such manner.

 

         Section 5.  Reacquired Shares.  Any shares of Series B Preference

Stock purchased or otherwise acquired by the Corporation in any manner

whatsoever shall be retired and cancelled promptly after the acquisition

thereof.  All such shares shall upon their cancellation become authorized but

unissued shares of Preference Stock and may be reissued as part of a new

series of Preference Stock subject to the conditions and restrictions on

issuance set forth herein, in the Articles of Incorporation, or in any other

Certificate of Designations creating a series of Preference Stock or any

similar stock or as otherwise required by law.

 

         Section 6.  Liquidation, Dissolution or Winding Up. Upon any

liquidation, dissolution or winding up of the Corporation, no distribution

shall be made (1) to the holders of shares of stock ranking junior (either as

to dividends or upon liquidation, dissolution or winding up) to the Series B

Preference Stock unless, prior thereto, the holders of shares of Series B

Preference Stock shall have received $1,000 per share, plus an amount equal to

accrued and unpaid dividends and distributions thereon, whether or not

declared, to the date of such payment, provided that the holders of shares of

Series B Preference Stock shall be entitled to receive an aggregate amount per

share, subject to the provision for adjustment hereinafter set forth, equal to

1,000 times the aggregate amount to be distributed per share to holders of

shares of Common Stock, or (2) to the holders of shares of stock ranking on a

parity (either as to dividends or upon liquidation, dissolution or winding up)

with the Series B Preference Stock, except distributions made ratably on the

Series B Preference Stock and all such parity stock in proportion to the total

amounts to which the holders of all such shares are entitled upon such

liquidation, dissolution or winding up.  In the event the Corporation shall at

any time declare or pay any dividend on the Common Stock payable in shares of

Common Stock, or effect a subdivision or combination or consolidation of the

outstanding shares of Common Stock (by reclassification or otherwise than by

payment of a dividend in shares of Common Stock) into a greater or lesser

number of shares of Common Stock, then in each such case the aggregate amount

to which holders of shares of Series B Preference Stock were entitled

immediately prior to such event under the proviso in clause (1) of the

preceding sentence shall be adjusted by multiplying such amount by a fraction

the numerator of which is the number of shares of Common Stock outstanding

immediately after such event and the denominator of which is the number of

shares of Common Stock that were outstanding immediately prior to such event.

 

         Section 7.  Consolidation, Merger, etc.  In case the Corporation

shall enter into any consolidation, merger, combination or other transaction

in which the shares of Common Stock are exchanged for or changed into other

stock or securities, cash and/or any other property, then in any such case

each share of Series B Preference Stock shall at the same time be similarly

exchanged or changed into an amount per share, subject to the provision for

adjustment hereinafter set forth, equal to 1,000 times the aggregate amount of

stock, securities, cash and/or any other property (payable in kind), as the

case may be, into which or for which each share of Common Stock is changed or

exchanged.  In the event the Corporation shall at any time declare or pay any

dividend on the Common Stock payable in shares of Common Stock, or effect a

subdivision or combination or consolidation of the outstanding shares of

Common Stock (by reclassification or otherwise than by payment of a dividend

in shares of Common Stock) into a greater or lesser number of shares of Common

Stock, then in each such case the amount set forth in the preceding sentence

with respect to the exchange or change of shares of Series B Preference Stock

shall be adjusted by multiplying such amount by a fraction, the numerator of

which is the number of shares of Common Stock outstanding immediately after

such event and the denominator of which is the number of shares of Common

Stock that were outstanding immediately prior to such event.

 

         Section 8.  No Redemption.  The shares of Series B Preference Stock

shall not be redeemable.

 

         Section 9.  Rank.  The Series B Preference Stock shall rank, with

respect to the payment of dividends and the distribution of assets, junior to

the Corporation's 8% Convertible Preference Stock, par value $2.50 per share,

and to all series of any other class of the Corporation's Preference Stock.

 

         Section 10.  Amendment.  The Articles of Incorporation of the

Corporation shall not be amended in any manner which would materially alter or

change the powers, preferences or special rights of the Series B Preference

Stock so as to affect them adversely without the affirmative vote of the

holders of at least two-thirds of the outstanding shares of Series B

Preference Stock, voting together as a single class.

 

     SIXTH:  The principal office of said corporation shall be located in

Pawtucket, Rhode Island.

 

     SEVENTH:  The corporation may contract for any lawful purpose with one or

more of its directors or with any corporation having with it a common director

or directors, if the contract is entered into in good faith, if it is approved

or ratified by vote of the holders of a majority in interest of its stock or

by a majority vote at any meeting of its board of directors excluding any vote

by the contracting or common director or directors and if the contracting or

common director or directors shall not be necessary for a quorum at the

meeting for this purpose.  A contract made in compliance with the foregoing

provisions shall be voidable by the corporation complying with the said

provision only in case it would be voidable if made with a stranger.  A

contract not otherwise void or voidable shall not be rendered void or voidable

merely because not approved or ratified in accordance with the foregoing

provisions.

 

 

     EIGHTH:  8.1  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)

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

of the Continuing Directors (as hereinafter defined).

 

     8.2  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,

the Board of Directors shall be divided into three (3) classes in respect of

term of office, designated Class I, Class II and Class III.  Each class shall

contain one-third (1/3) of the Entire Board of Directors, or such other number

that will cause all three (3) classes to be as nearly equal in number as

possible, with the terms of office of one class expiring each year.  At the

annual meeting of shareholders in 1985, directors of Class I shall be elected

to serve until the annual meeting of shareholders to be held in 1986; the

directors of Class II shall be elected to serve until the annual meeting of

shareholders to be held in 1987; and the directors of Class III shall be

elected to serve until the annual meeting of shareholders to be held in 1988;

provided that in each case, directors shall continue to serve until their

successors shall be elected and shall qualify or until their earlier death,

resignation or removal.  At each subsequent annual meeting of shareholders,

one (1) class of directors shall be elected to serve until the annual meeting

of shareholders held three (3) years next following and until their successors

shall be elected and shall qualify 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.  Any increase or

decrease in the number of directors shall be apportioned among the classes so

as to make all classes as nearly equal in number as possible.

 

     8.3  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 paragraph, 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 8.3) 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.

 

     8.4  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.

 

     NINTH:  The Board of Directors is authorized to adopt, repeal, alter,

amend or rescind the By-Laws of the Corporation 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).

 

 

     TENTH:  10.1  For the purposes of these Articles Eighth through Twelfth:

 

       (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;

 

         (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 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

Section 10.1.

 

       (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, (iii) 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

Section 10.1.   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 attend- ance.  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" 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, of ten 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, of ten 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 Eighth, Ninth and Twelfth only

of these Articles of Association, 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 shares of Voting

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

of the Corporation and the amendment of these Articles of  Association and the

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  Eighth, Ninth and Twelfth of

these Articles of Association.

 

       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 any one 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 Section 10.1 and the

definition of Person set forth in subsection (6) of this Section 10.1, 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.

 

       (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

these Articles of Association.

 

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

the Corporation entitled to vote generally in the  election of directors.

 

     10.2  Subject to Section 10.3 of this Article Tenth, but notwithstanding

any other provisions of these Articles of Association 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 unless all of the

following conditions are met:

 

       (1)  After becoming an Interested Person and prior to  the 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 Tenth 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 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

       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.

 

     10.3  The approval requirements of Section 10.2 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 Association, 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.

 

     10.4  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 Section 10.1, except that for purposes

of this Section 10.4 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.

 

     10.5  As to any particular transaction, the  Continuing Directors shall

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

them:

 

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

 

       (b)  Whether a Person is an Affiliate or Associate 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 hereinabove defined;

 

       (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 these Articles of

       Association would have the effect of  modifying or permitting

       circumvention of the provisions of Article Eighth through Twelfth of

       these Articles of Association; and

 

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

       required under Articles Eighth through  Twelfth of these Articles of

       Association.

 

       Any such determination shall be conclusive and binding for all purposes

of Articles Eighth through Twelfth of these Articles of Association.

 

     10.6  The affirmative votes required by this Article Tenth 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 Association, 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.

 

     10.7  Nothing contained in this Article Tenth shall be construed to

relieve any Interested Person from any fiduciary or other obligation imposed

by law.

 

 

     ELEVENTH:  11.1  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.

 

     11.2  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 60 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.  Any shareholder may make

any other proposal at the annual meeting and the same may be discussed and

considered, but unless stated in writing and filed with the Secretary of the

Corporation at least 60 days before the meeting, such proposal shall, if

appropriate under applicable law, be held over for action at an adjourned,

special or annual meeting of shareholders taking place 30 days or more

thereafter.  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.

 

 

     TWELFTH:  12.1  Any amendment, change or repeal of Articles Eighth and

Articles Tenth through Twelfth (an "Amendment") or any other amendment of

these Articles of Association which would have the effect of modifying or

permitting circumvention of the provisions of Article Eighth and Articles

Tenth through Twelfth (an "Other Amendment") shall require approval by the

affirmative votes of at least:

 

       (1)  a majority of the Entire Board of Directors, which shall include,

     if an Interested Person exists for purposes of this Article Twelfth, a

     majority of the Continuing Directors; and

 

       (2)  a majority of the votes held by the holders of Voting Stock except

     that if an Interested Person exists for purposes of this Article Twelfth,

     the affirmative votes of at least 80% of the votes held by the holders of

     shares of Voting Stock including an Independent Majority of Shareholders,

     shall be required; provided, however, that if 66-2/3% of the Continuing

     Directors shall approve such Amendment or Other Amendment, then

     notwithstanding the existence of an Interested Person for purposes of

     this Article Twelfth, such Amendment or Other Amendment shall require

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

     of these Articles of Association, by the terms of any outstanding classes

     or series of capital stock of the Corporation or by any agreement with

     any national securities exchange to effect a Business Combination, but in

     no event by less than a majority of the votes held by the holders of

     Voting Stock.

 

     12.2  Any amendment, change or repeal of Article Ninth of these Articles

of Association or any amendment of these Articles of Association which would

have the effect of modifying or permitting circumvention of the provisions of

Article Ninth shall require approval by the affirmative votes of at least:

 

       (1)  a majority of the Entire Board of Directors, which shall include,

     if an Interested Person exists for purposes of this Article Twelfth, a

     majority of the Continuing Directors; and

 

       (2)  66-2/3% of the votes held by holders of Voting Stock, except that

     if an Interested Person exists, by the affirmative votes of at least 80%

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

     Independent Majority of Shareholders.

 

 

     THIRTEENTH:  A director of the Corporation shall not be personally liable

to the Corporation or its shareholders for monetary damages for breach of the

director's duty as a director, except for liability of a director (i) for any

breach of the director's duty of loyalty to the Corporation or its

shareholders; (ii) for acts or omissions not in good faith or which involve

intentional misconduct or a knowing violation of law; (iii) the liability

imposed pursuant to the provisions of Section 7-1.1-43 of the Rhode Island

Business Corporation Act; or (iv) for any transaction from which the director

derived an improper personal benefit (unless said transaction is permitted by

Section 7-1.1-37 of the Rhode Island Business Corporation Act).  If the Rhode

Island Business Corporation Act is amended after approval by the shareholders

of this Article to authorize corporate action further eliminating or limiting

the personal liability of directors, then the liability of a director of the

Corporation or its shareholders shall be eliminated or limited to the fullest

extent permitted by the Rhode Island Business Corporation Act, as so amended.

 

     Any repeal or modification of the foregoing paragraph by the shareholders

of the Corporation shall not adversely affect any right or protection of a

director of the Corporation existing at the time of such repeal or

modification.

 

     FOURTEENTH:  The restated articles of incorporation correctly set forth

without change the corresponding provisions of the Articles of Incorporation

as heretofore amended, and supersede the original articles of incorporation

and all amendments thereto.

 

Dated: July   , 1993          HASBRO, INC.

 

 

 

                                    /s/ Alan G. Hassenfeld

 

                                           Its President

 

 

                                   /s/ Donald M. Robbins

 

                                            Its Secretary

 

 

 

STATE OF RHODE ISLAND )

                      :Sc.

COUNTY OF PROVIDENCE  )

 

     At Pawtucket in said county on this 14th day of July, 1993, personally

appeared before me Alan G. Hassenfeld, who, being by me first duly sworn,

declared that he is the President of Hasbro, Inc. that he signed the foregoing

document as President of the corporation, and that the statements therein

contained are true.

 

 

 

                                        /s/ Marie D. Pamental

                                     ---------------------------

                                          Notary Public

                                     My Commission Expires 2/5/95

 

 

[NOTARIAL SEAL]

 

 

 

                STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS

                        OFFICE OF THE SECRETARY OF STATE

 

                     RESTATED CERTIFICATE OF INCORPORATION

 

                                      OF

 

                                 HASBRO, INC.

 

 

 

     I, Andred Totolo, Acting Deputy Secretary of State hereby certify that

duplicate originals of Restated Articles of Incorporation of Hasbro, Inc.,

duly signed and certified pursuant to the provisions of Chapter 7-1.1 of the

General Laws, 1956, as amended, have been received in this office and are

found to conform to law, and that the foregoing is a duplicate original of the

restated Articles of Incorporation.

 

 

 

                              Witness my hand and the seal of

                              State of Rhode Island this 14th day

                              of July 1993.

 

 

                                  /s/ Andred Totolo

                              ----------------------------------

                              Acting Deputy Secretary of State

 

 

 



 
                    CERTIFICATE OF AMENDMENT
               TO THE ARTICLES OF INCORPORATION OF
 
 
                         Hasbro, Inc.
 
I, James R. Langevin, Secretary of State of the State of Rhode Island
and Providence Plantations, hereby certify that duplicate originals
of Articles of Amendment to the Articles of Incorporation of
 
 
                         Hasbro, Inc.
 
duly signed and verified pursuant to the provisions of Chapter 7-1.1-
56 of the General Laws, 1956, as amended, have been received in this
office and are found to conform to law.  The affixed is a duplicate
original of the Articles of Amendment.
 
 
 
                                WITNESS my hand and the
                                seal of the State of Rhode
                                Island and Providence
                                Plantations this 28th day of
                                June 2000.
 
 
 
 
     [SEAL OF THE STATE              /s/ James R. Langevin
      OF RHODE ISLAND AND                Secretary of State
      PROVIDENCE PLANTATIONS]
                                     By:/S/Cathryn Villonis
 
 
 
          State of Rhode Island and Providence Plantations
                    Office of the Secretary of State
                         Corporations Divisions
                         100 North Main Street
                      Providence, RI  02903-1335
 
                          Business Corporation
                         ----------------------
 
                     ARTICLES OF AMENDMENT TO THE
                      ARTICLES OF INCORPORATION
                 (To be Filed In Duplicate Original)
 
Pursuant to the provisions of Section 7-1.1.56 of the General Laws,
1956, as amended, the undersigned corporation adopts the following
Articles of Amendment to its Articles of Incorporation:
 
1.  The name of the corporation is Hasbro, Inc.
 
2.  The shareholders of the corporation (or, where no shares have
been issued, the board of directors of the Corporation) on May
17,2000, in the manner prescribed by Chapter 7-1.1 of the General
Laws, 1956, as amended, adopted the following amendment(s) to the
Articles of Incorporation:
 
                    [Insert Amendment(s)]
 
                   (if additional space is required, please list on a
                     separate attachment)
 
Article FOURTH of the Restated Articles of Incorporation is restated
in its entirety as follows:
 
FOURTH:  The total amount of authorized capital stock of the
Corporation, with par value, shall be Three Hundred Twelve Million
Five Hundred Thousand Dollars ($312,500,000), as follows, viz:
 
Common Stock in the amount of Three Hundred Million Dollars
($300,000,000), to be divided into Six Hundred Million (600,000,000)
shares of the par value of Fifty Cents ($.50) each;
 
Preference Stock in the amount of Twelve Million Five Hundred
Thousand Dollars ($12,500,000) to be divided into Five Million
(5,000,000) shares of the par value of Two and 50/100 Dollars ($2.50)
each.
 
3.  The number of shares of the corporation outstanding at the time
of such adoption was 172,363,696; and the number of shares entitled
to vote thereon was 172,363,696.
 
4.  The designation and the number of outstanding shares of each
class entitled to vote thereon as a class were as follows:   (if
inapplicable, insert "none")
 
          Class                    Number of Shares
          -------                  ----------------------
           Common                  172,363,696
 
5. The number of shares voted for such amendment was 134,777,620; and
the number of shares voted against such amendment was 9,593,695.
 
6. The number of shares of each class entitled to vote thereon as a
class voted for and against such an amendment, respectively, was: (if
inapplicable, insert "none.")
 
                                       Number of Shares Voted
          Class                       For             Against
          ------                     ----             --------
          Common                  134,777,620         9,593,695
 
7. The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided
for in the amendment shall be effected, is as follows:  (if no
change, so state)
 
No change
-------------
 
8. The manner in which such amendment effects a change in the amount
of stated capital, and the amount (expressed in dollars) of stated
capital as changed by such amendment, are as follows: (if no change,
so state)
 
No change
-------------
 
9. As required by section 7-1.1-57 of the General Laws, the
corporation has paid all fees and franchise taxes.
 
10. Date when amendment is to become effective upon filing
                                               ------------
 (not prior to, nor more than 30 days after, the filing of these
articles of amendment)
 
Date: June 12, 2000                                Hasbro, Inc.
      -------------                                ------------
                                             Print Corporate Name
 
                                           By /s/ Herbert M. Baum
                                              -------------------
              --X-- President  or  ---- Vice President  (check one)
                                                   AND
                                                 ------
 
                                           By /s/ Phillip H. Waldoks
                                               ---------------------
              --X-- Secretary or  --- Assistant Secretary (check one)
 
STATE OF  RHODE ISLAND
          ------------
COUNTY OF  PROVIDENCE
          ------------
 
In Pawtucket, on this 12th day of June, 2000 personally appeared
before me Herbert M. Baum who, being by me first duly sworn, declared
that he is the President of the corporation and that he signed the
foregoing document as such of the corporation, and that the
statements herein contained are true.
 
 
                                 /s/ Marie D. Pamental
                                 ----------------------
                                     Notary Public
                                     My Commission Expires: 2/5/01

 

 

 

CERTIFICATE OF AMENDMENT

TO THE ARTICLES OF INCORPORATION OF

 

 

Hasbro, Inc.

 

 

I, MATTHEW BROWN, Secretary of State of the State of Rhode Island and Providence Plantations, hereby certify that duplicate originals of Articles of Amendment to the Articles of Incorporation of

 

Hasbro, Inc.

 

duly signed and verified pursuant to the provisions of Chapter 7-1.1-56 of the General Laws, 1956, as amended, have been received in this office and are found to conform to law. The affixed is a duplicate original of the Articles of Amendment.

 

 

WITNESS my hand and the seal of the State of Rhode Island and Providence Plantations the 23rd day of May, 2003

 

[Seal of the State of

/s/ Matthew Brown

Rhode Island and

Secretary of State

Providence Plantations]

 

 

By /s/ Andrea M. Francese

 

 

 

 

 

 

STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS

Office of the Secretary of State

Corporations Division

100 North Main Street

Providence, Rhode Island 02903-1335

 

BUSINESS CORPORATION

 

ARTICLES OF AMENDMENT TO THE

ARTICLES OF INCORPORATION

(To Be Filed in Duplicate Original)

 

Pursuant to the provisions of Section 7-1.1-56 of the General Laws, 1956, as amended, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

 

1. The name of the corporation is Hasbro, Inc.

 

2. The Shareholders of the corporation (or, where no shares have been issued, the board of directors of the corporation) on May 14, 2003, in the manner prescribed by Chapter 7-1.1 of the General Laws, 1956, as amended, adopted the following amendment(s) to the Articles of Incorporation:

 

[Insert Amendment(s)]

(if additional space is required, please list on separate attachment)

 

 

Please see attached Exhibit A.

 

 

 

3. The number of shares of the corporation outstanding at the time of such adoption was173,090,045; and the number of shares entitled to vote thereon was 173,090,045.

 

4. The designation and number of outstanding shares of each class entitled to vote thereon as a class were as follows: (If inapplicable, insert "none.")

 

Class

Number of Shares

Common

173,090,045

 

5. The number of shares voted for such amendment was 133,487,171; and the number of shares voted against such amendment was 18,140,920.

 

6. The number of shares of each class entitled to vote thereon as a class voted for and against such amendment, respectively, was: (If applicable, insert "none".)

 

 

Number of Shares Voted

Class

For

Against

Common

133,487,171

18,140,920

 

 

 

7. The manner, if not set forth in such amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is as follows: (If no change, so state)

 

No Change.

 

8. The manner in which such amendment effects a change in the amount of stated capital, and the amount (expressed in dollars) of stated capital as changed by such amendment, are as follows: (If no change, so state)

 

No Change.

 

9. As required by Section 7-1.1-57 of the General Laws, the corporation has paid all fees and franchise taxes.

 

10. Date when amendment is to become effective Upon filing

(not prior to, nor more than 30 days after, the filing of these articles of amendment)

 

Date: May 19, 2003

Hasbro, Inc.

 

Print Corporate Name

 

 

 

By /s/ Alfred J. Verrecchia

 

Alfred J. Verrecchia

 

[X] President or [ ] Vice President (check one)

 

 

 

AND

 

 

 

By /s/ Barry Nagler

 

Barry Nagler

 

[X] Secretary or [ ] Assistant Secretary (check one)

 

STATE OF Rhode Island

COUNTY OF Providence

 

In Pawtucket, on this 19th day of May, 2003 personally appeared before me Barry Nagler who, being by me first sworn, declared that he/she is the Secretary of the corporation and that he/she signed the foregoing document as such officer of the corporation, and that the statements herein contained are true.

 

 

/s/ Marie D. Pamental

 

Notary Public

 

My Commission Expires: 2/5/04

 

 

[Notary Seal]

 

 

 

 

 

 

Exhibit A:

 

 

 

 

Article EIGHTH, Section 8.2 of the Restated Articles of Incorporation will be deleted and replaced in its entirety with the following:

EIGHTH:

 

 

"8.2 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."

 

[As Filed: 08-13-2003]