{"id":41411,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/articles-of-incorporation-hasbro-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"articles-of-incorporation-hasbro-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/articles-of-incorporation-hasbro-inc.html","title":{"rendered":"Articles of Incorporation &#8211; Hasbro Inc."},"content":{"rendered":"<pre>\n                     RESTATED ARTICLES OF INCORPORATION\n\n                                      OF\n\n                                 HASBRO, INC.\n\n\n     Pursuant to the provisions of Section 7-1.1-59 of the General Laws, 1956, \nas amended, the undersigned corporation adopts the following Restated Articles \nof Incorporation:\n\n     FIRST:  The name of the corporation is HASBRO, INC.\n\n     SECOND:  The period of its duration is perpetual.\n\n     THIRD:  The purposes or purposes which the corporation is authorized to \npursue are: \n\n     manufacturing, processing, buying, selling, photographing, printing \n     and\/or otherwise dealing in all kinds of toys, novelties, school \n     supplies, games, plastics, pens, pencils, erasers and other articles of a \n     similar nature; manufacturing, processing, buying, selling, \n     photographing, printing and otherwise dealing in other articles of \n     personal property bearing the names, pictures, likenesses and\/or \n     reproduction of any toys, novelties, school supplies, games, plastics, \n     pens, pencils, erasers and other articles of a similar nature; to apply \n     for, obtain, register, purchase, lease, or otherwise to acquire and hold, \n     own, use, develop, operate and introduce, and to sell, assign, grant \n     and\/or receive licenses or territorial rights in respect to, or otherwise \n     to turn to account or dispose of, any copyrights, trademarks, trade \n     names, patents, labels, patent rights or letters patent of the United \n     States, or of any other country or government, inventions, improvements \n     and processes, whether used in connection or secured under letters patent \n     or otherwise; and generally to engage in any other lawful business, \n     except as hereinafter and\/or by law prohibited; and generally to do any \n     and all acts necessary, incident or related to any of the foregoing \n     specific purposes.\n\n     In addition to the foregoing, said corporation shall have the following \npower and authority, viz:-- (See Sec. 7-2-10 of the General Laws).\n\n       To do any lawful act which is necessary or proper to accomplish the \n     purposes of its incorporation.  Without limiting or enlarging the effect \n     of this general grant of authority, it is hereby specifically provided \n     that every corporation shall have power:\n\n       (a)  to have perpetual succession in its corporate name, unless a \n     period for its duration is limited in its articles of association or \n     charter;\n\n       (b)  to sue and be sued in its corporate name;\n\n       (c)  to have and use a common seal, and alter the same at pleasure;\n\n       (d)  to elect such officers and appoint such agents as its business \n     requires, and to fix their compensation and define their duties;\n\n       (e)  to make by-laws not inconsistent with the Constitution or laws \n     of the United States or of this state, or with the corporation's \n     charter, or articles of association, determining the time and place \n     of holding and the manner of calling and of conducting meetings of \n     its stockholders and directors, the manner of electing its officers \n     and directors, the mode of voting by proxy, the number, \n     qualifications, powers, duties and term of office of its officers and \n     directors, the number of directors and of shares of stock necessary \n     to constitute a quorum, which number may be less than a majority, and \n     the method of making demand for payment of subscriptions to its \n     capital stock and providing for an executive committee to be elected \n     from and by the board of directors and defining its powers and \n     duties, and containing any other provisions, whether of the same or \n     of a different nature, for the management of the corporation's \n     property and the regulation and government of its affairs;\n\n       (f)  to make contracts, incur liabilities and borrow money;\n\n       (g)  to acquire, hold, sell and transfer shares of its own capital \n     stock; provided, that no corporation shall use its funds or property for \n     the purchase of its own shares of capital stock when such use would cause \n     any impairment of the capital of the corporation;\n\n       (h)  to acquire, hold, sell, assign, transfer, mortgage, pledge or \n     otherwise dispose of any bonds, securities or evidences of indebtedness \n     created by, or the shares of the capital stock of any other corporation \n     or corporations of this state or of any other state, country, nation or \n     government, and while owner of said stock to exercise all the rights, \n     powers and privileges of ownership, including the right to vote thereon;\n\n       (i)  to guarantee any bonds, securities or evidences of indebtedness \n     created by or dividends on or a certain amount per share in liquidation \n     of the capital stock of any other corporation or corporations created by \n     this state or by any other state, country, nation or government;\n\n       (j)  to acquire, hold, use, manage, convey, lease, mortgage, pledge or \n     otherwise dispose of within or without this state any other property, \n     real or personal, which its purposes shall require;\n\n       (k)  to conduct business and have offices in this state and elsewhere; \n     provided, however, that nothing in this section contained shall authorize \n     any corporation to carry on the business of a bank, savings bank or trust \n     company.'\n\n     FOURTH:  The total amount of authorized capital stock of the Corporation, \nwith par value, shall be One Hundred Sixty-Two Million Five Hundred Thousand \nDollars ($162,500,000), as follows, viz:\n\n       Common Stock in the amount of One Hundred Fifty Million Dollars \n     ($150,000,000), to be divided into Three Hundred Million (300,000,000) \n     shares of the par value of Fifty Cents ($.50) each;\n\n       Preference Stock in the amount of Twelve Million Five Hundred Thousand \n     Dollars ($12,500,000), to be divided into Five Million (5,000,000) shares \n     of the par value of Two and 50\/100 Dollars ($2.50) each.\n\n     FIFTH:  A description of the terms, conditions, rights, privileges and \nother provisions regarding the Preference Stock is as follows, viz:\n\n     The Board of Directors of the corporation is authorized to issue the \nPreference Stock of the Corporation from time to time in one or more series, \neach series to have such dividend rates, convertibility features, redemption \nrates and prices, liquidation preferences, voting rights and other rights, \nlimitations and qualifications as the Board of Directors may determine, \nincluding but not limited to the following:\n\n         (a)  the serial designation of each series;\n\n         (b)  the rate or rates of preferential, non-participating dividends, \n       if any, payable either in cash or in property, or in the shares of the \n       same series or another series of Preference Stock, or in shares of the \n       Common Stock or in any combination thereof;\n\n         (c)  the dates of payment of dividends and whether dividends shall be \n       cumulative and if cumulative the dates from which dividends shall be \n       cumulative;\n\n         (d)  the price or prices and the time at which the same may be \n       redeemed, which shall be not less than the par value thereof, plus \n       dividend arrearages, if any;\n\n         (e)  the notice of redemption required;\n\n         (f)  the amount and terms of a sinking fund, if any, for the \n       redemption thereof, provided such sinking fund is payable only out of \n       funds legally available therefor;\n\n         (g)  the terms, conditions, rights, privileges and other provision, \n       if any, respecting the conversion of any or all series of Preference \n       Stock into either Preference Stock of the same series or another series \n       of Preference Stock, or into Common Stock or into any other class of \n       capital stock which the corporation may then be authorized to issue, or \n       into any combination thereof;\n\n         (h)  the preferential amount or amounts which shall be paid to the \n       holders thereof in the event of liquidation, dissolution, or winding up \n       of the corporation, whether voluntary or involuntary, which shall be \n       not less than the par value plus dividend arrearages, if any;\n\n         (i)  the voting powers, if any, rights to participate in meetings of \n       stockholders, or rights to have notice of meetings of stockholders; and\n\n         (j)  such other designations, preferences and relative, participating \n       optional or other special rights, and qualifications, limitations or \n       restrictions thereof, as are permitted by the provisions of Section 7-\n       3-1 of the General Laws of Rhode Island, and all amendments thereof and \n       additions thereto.\n\n     Each series of the Preference Stock shall have such preferences as to \ndividends and assets and amounts distributable on liquidation, dissolution or \nwinding up as shall be declared by the resolution or resolutions of the Board \nof Directors establishing such series; provided that all Preference Stock \nshall be preferred over all Common Stock as to dividends.  All shares of any \none series shall rank equally.\n\n     The shares of any series of Preference Stock which have been issued and \nredeemed, will have the status of authorized and unissued shares and may be \nreissued as shares of the series of which they were originally a part or may \nbe issued as shares of a new series or as shares of any other series, all \nsubject to the conditions and restrictions of any series of Preference Stock.\n\n     Subject to the limitations prescribed in this Article Fifth and any \nfurther limitations in accordance herewith, the holders of shares of Common \nStock shall be entitled to receive, when and as declared by the Board of \nDirectors of the corporation out of the assets of the corporation which are by \nlaw available therefor, dividends payable either in cash, or in property, or \nin shares of any series of Preference Stock, or in Common Stock, or in any \ncombination thereof.  No dividends, however, other than dividends payable in \nshares of Common Stock shall be paid on Common Stock if dividends in full on \nall outstanding shares of Preference Stock to which the holders thereof are \nentitled shall not have been paid or declared and set apart for payment.  Each \nissued and outstanding share of Common Stock shall entitle the holder thereof \nto full voting power.\n\n     The board of directors may authorize the issuance of additional shares of \nCommon Stock and\/or Preference Stock, not exceeding the number of shares \nauthorized, or in the event of the issuance of additional shares as aforesaid, \nthe stockholders shall not have any preemptive right to subscribe for any new \nstock to be issued by the corporation, in proportion to and\/or by virtue of \ntheir respective holdings of stock at the time of such issue.\n\n                                     -----\n\n     Hasbro, Inc., a corporation organized and existing under the Business \nCorporation Act of the State of Rhode Island (hereinafter called the \n'Corporation'), hereby certifies that the following resolution was adopted by \nthe Board of Directors of the Corporation as required by Section 7.1.1-15 of \nthe Rhode Island Business Corporation Act at a meeting duly called and held on \nJune 4, 1989:\n\n     RESOLVED, that pursuant to the authority granted to and vested in the \nBoard of Directors of this Corporation (hereinafter called the 'Board of \nDirectors' or the 'Board') in accordance with the provisions of the Articles \nof Incorporation, the Board of Directors hereby creates a series of Preference \nStock, par value $2.50 per share.  The designation, number of shares, rights, \npreferences, and limitations is as follows:\n\n     Series B Junior Participating Preference Stock:\n\n       Section 1.  Designation and Amount.  The shares of such series shall be \ndesignated as 'Series B Junior Participating Preference Stock' (the 'Series B \nPreference Stock') and the number of shares constituting the Series B \nPreference Stock shall be 100,000.  Such number of shares may be increased or \ndecreased by resolution of the Board of Directors; provided, that no decrease \nshall reduce the number of shares of Series B Preference Stock to a number \nless than the number of shares then outstanding plus the number of shares \nreserved for issuance upon the exercise of outstanding options, rights or \nwarrants or upon the conversion of any outstanding securities issued by the \nCorporation convertible into Series B Preference Stock.\n\n         Section 2. Dividends and Distributions.\n\n         (A)  Subject to the rights of the holders of any shares of any \n     series of Preference Stock (or any similar stock) ranking prior and \n     superior to the Series B Preference Stock with respect to dividends, the \n     holders of shares of Series B Preference Stock, in preference to the \n     holders of Common Stock, par value $.50 per share (the 'Common Stock'), \n     of the Corporation, and of any other junior stock, shall be entitled to \n     receive, when, as and if declared by the Board of Directors out of funds \n     legally available for the purpose, quarterly dividends payable in cash \n     on the last day of March, June, September and December in each year (each \n     such date being referred to herein as a 'Quarterly Dividend Payment \n     Date'), commencing on the first Quarterly Dividend Payment Date after the \n     first issuance of a share or fraction of a share of Series B Preference \n     Stock, in an amount per share (rounded to the nearest cent) equal to the \n     greater of (a) $10 or (b) subject to the provision for adjustment \n     hereinafter set forth, 1,000 times the aggregate per share amount of all \n     cash dividends, and 1,000 times the aggregate per share amount (payable \n     in kind) of all non-cash dividends or other distributions, other than a \n     dividend payable in shares of Common Stock or a subdivision of the \n     outstanding shares of Common Stock (by reclassification or otherwise), \n     declared on the Common Stock since the immediately preceding Quarterly \n     Dividend Payment Date or, with respect to the first Quarterly Dividend \n     Payment Date, since the first issuance of any share or fraction of a \n     share of Series B Preference Stock.  In the event the Corporation shall \n     at any time declare or pay any dividend on the Common Stock payable in \n     shares of Common Stock, or effect a subdivision or combination or \n     consolidation of the outstanding shares of Common Stock (by \n     reclassification or otherwise than by payment of a dividend in shares of \n     Common Stock) into a greater or lesser number of shares of Common Stock, \n     then in each such case the amount to which holders of shares of Series B \n     Preference Stock were entitled immediately prior to such event under \n     clause (b) of the preceding sentence shall be adjusted by multiplying \n     such amount by a fraction, the numerator of which is the number of shares \n     of Common Stock outstanding immediately after such event and the \n     denominator of which is the number of shares of Common Stock that were \n     outstanding immediately prior to such event.\n\n         (B)  The Corporation shall declare a dividend or distribution on the \n     Series B Preference Stock as provided in paragraph (A) of this Section \n     immediately after it declares a dividend or distribution on the Common \n     Stock (other than a dividend payable in shares of Common Stock); provided \n     that, in the event no dividend or distribution shall have been declared \n     on the Common Stock during the period between any Quarterly Dividend \n     Payment Date and the next subsequent Quarterly Dividend Payment Date, a \n     dividend of $10 per share on the Series B Preference Stock shall \n     nevertheless be payable on such subsequent Quarterly Dividend Payment \n     Date.\n\n         (C)  Dividends shall begin to accrue and be cumulative on \n     outstanding shares of Series B Preference Stock from the Quarterly \n     Dividend Payment Date next preceding the date of issue of such shares, \n     unless the date of issue of such shares is prior to the record date for \n     the first Quarterly Dividend Payment Date, in which case dividends on \n     such shares shall begin to accrue from the date of issue of such shares, \n     or unless the date of issue is a Quarterly Dividend Payment Date or is a \n     date after the record date for the determination of holders of shares of \n     Series B Preference Stock entitled to receive a quarterly dividend and \n     before such Quarterly Dividend Payment Date, in either of which events \n     such dividends shall begin to accrue and be cumulative from such \n     Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not \n     bear interest.  Dividends paid on the shares of Series B Preference Stock \n     in an amount less than the total amount of such dividends at the time \n     accrued and payable on such shares shall be allocated pro rata on a \n     share-by-share basis among all such shares at the time outstanding.  The \n     Board of Directors may fix a record date for the determination of holders \n     of shares of Series B Preference Stock entitled to receive payment of a \n     dividend or distribution declared thereon, which record date shall be not \n     more than 60 days prior to the date fixed for the payment thereof.\n\n         Section 3.  Voting Rights.  The holders of shares of Series B \nPreference Stock shall have the following voting rights:\n\n         (A)  Subject to the provision for adjustment hereinafter set forth, \n     each share of Series B Preference Stock shall entitle the holder thereof \n     to 1,000 votes on all matters submitted to a vote of the stockholders of \n     the Corporation.  In the event the Corporation shall at any time declare \n     or pay any dividend on the Common Stock payable in shares of Common \n     Stock, or effect a subdivision or combination or consolidation of the \n     outstanding shares of Common Stock (by reclassification or otherwise than \n     by payment of a dividend in shares of Common Stock) into a greater or \n     lesser number of shares of Common Stock, then in each such case the \n     number of votes per share to which holders of shares of Series B \n     Preference Stock were entitled immediately prior to such event shall be \n     adjusted by multiplying such number by a fraction, the numerator of which \n     is the number of shares of Common Stock outstanding immediately after \n     such event and the denominator of which is the number of shares of Common \n     Stock that were outstanding immediately prior to such event.\n\n         (B)  Except as otherwise provided herein, in any other Certificate of \n     Designations creating a series of Preference Stock or any similar stock, \n     or by law, the holders of shares of Series B Preference Stock and the \n     holders of shares of Common Stock and any other capital stock of the \n     Corporation having general voting rights shall vote together as one class \n     on all matters submitted to a vote of stockholders of the Corporation.\n\n         (C)  Except as set forth herein, or as otherwise provided by law, \n     holders of Series B Preference Stock shall have no special voting rights \n     and their consent shall not be required (except to the extent they are \n     entitled to vote with holders of Common Stock as set forth herein) for \n     taking any corporate action.\n\n         Section 4.  Certain Restrictions.\n\n         (A)  Whenever quarterly dividends or other dividends or distributions \npayable on the Series B Preference Stock as provided in Section 2 are in \narrears, thereafter and until all accrued and unpaid dividends and \ndistributions, whether or not declared, on shares of Series B Preference Stock \noutstanding shall have been paid in full, the Corporation shall not:\n\n            (i)  declare or pay dividends, or make any other distributions, on \n         any shares of stock ranking junior (either as to dividends or upon \n         liquidation, dissolution or winding up) to the Series B Preference \n         Stock;\n\n           (ii)  declare or pay dividends or make any other distributions, on \n         any shares of stock ranking on a parity (either as to dividends or \n         upon liquidation, dissolution or winding up) with the Series B \n         Preference Stock, except dividends paid ratably on the Series B \n         Preference Stock and all such parity stock on which dividends are \n         payable or in arrears in proportion to the total amounts to which the \n         holders of all such shares are then entitled;\n\n          (iii)  redeem or purchase or otherwise acquire for consideration \n         shares of any stock ranking junior (either as to dividends or upon \n         liquidation, dissolution or winding up) to the Series B Preference \n         Stock, provided that the Corporation may at any time redeem, purchase \n         or otherwise acquire shares of any such junior stock in exchange for \n         shares of any stock of the Corporation ranking junior (either as to \n         dividends or upon dissolution, liquidation or winding up) to the \n         Series B Preference Stock; or\n\n           (iv)  redeem or purchase or otherwise acquire for consideration any \n         shares of Series B Preference Stock, or any shares of stock ranking \n         on a parity with the Series B Preference Stock, except in accordance \n         with a purchase offer made in writing or by publication (as \n         determined by the Board of Directors) to all holders of such shares \n         upon such terms as the Board of Directors, after consideration of the \n         respective annual dividend rates and other relative rights and \n         preferences of the respective series and classes, shall determine in \n         good faith will result in fair and equitable treatment among the \n         respective series or classes.\n\n         (B)  The Corporation shall not permit any subsidiary of the \n     Corporation to purchase or otherwise acquire for consideration any shares \n     of stock of the Corporation unless the Corporation could, under paragraph \n     (A) of this Section 4, purchase or otherwise acquire such shares at such \n     time and in such manner.\n\n         Section 5.  Reacquired Shares.  Any shares of Series B Preference \nStock purchased or otherwise acquired by the Corporation in any manner \nwhatsoever shall be retired and cancelled promptly after the acquisition \nthereof.  All such shares shall upon their cancellation become authorized but \nunissued shares of Preference Stock and may be reissued as part of a new \nseries of Preference Stock subject to the conditions and restrictions on \nissuance set forth herein, in the Articles of Incorporation, or in any other \nCertificate of Designations creating a series of Preference Stock or any \nsimilar stock or as otherwise required by law.\n\n         Section 6.  Liquidation, Dissolution or Winding Up. Upon any \nliquidation, dissolution or winding up of the Corporation, no distribution \nshall be made (1) to the holders of shares of stock ranking junior (either as \nto dividends or upon liquidation, dissolution or winding up) to the Series B \nPreference Stock unless, prior thereto, the holders of shares of Series B \nPreference Stock shall have received $1,000 per share, plus an amount equal to \naccrued and unpaid dividends and distributions thereon, whether or not \ndeclared, to the date of such payment, provided that the holders of shares of \nSeries B Preference Stock shall be entitled to receive an aggregate amount per \nshare, subject to the provision for adjustment hereinafter set forth, equal to \n1,000 times the aggregate amount to be distributed per share to holders of \nshares of Common Stock, or (2) to the holders of shares of stock ranking on a \nparity (either as to dividends or upon liquidation, dissolution or winding up) \nwith the Series B Preference Stock, except distributions made ratably on the \nSeries B Preference Stock and all such parity stock in proportion to the total \namounts to which the holders of all such shares are entitled upon such \nliquidation, dissolution or winding up.  In the event the Corporation shall at \nany time declare or pay any dividend on the Common Stock payable in shares of \nCommon Stock, or effect a subdivision or combination or consolidation of the \noutstanding shares of Common Stock (by reclassification or otherwise than by \npayment of a dividend in shares of Common Stock) into a greater or lesser \nnumber of shares of Common Stock, then in each such case the aggregate amount \nto which holders of shares of Series B Preference Stock were entitled \nimmediately prior to such event under the proviso in clause (1) of the \npreceding sentence shall be adjusted by multiplying such amount by a fraction \nthe numerator of which is the number of shares of Common Stock outstanding \nimmediately after such event and the denominator of which is the number of \nshares of Common Stock that were outstanding immediately prior to such event.\n\n         Section 7.  Consolidation, Merger, etc.  In case the Corporation \nshall enter into any consolidation, merger, combination or other transaction \nin which the shares of Common Stock are exchanged for or changed into other \nstock or securities, cash and\/or any other property, then in any such case \neach share of Series B Preference Stock shall at the same time be similarly \nexchanged or changed into an amount per share, subject to the provision for \nadjustment hereinafter set forth, equal to 1,000 times the aggregate amount of \nstock, securities, cash and\/or any other property (payable in kind), as the \ncase may be, into which or for which each share of Common Stock is changed or \nexchanged.  In the event the Corporation shall at any time declare or pay any \ndividend on the Common Stock payable in shares of Common Stock, or effect a \nsubdivision or combination or consolidation of the outstanding shares of \nCommon Stock (by reclassification or otherwise than by payment of a dividend \nin shares of Common Stock) into a greater or lesser number of shares of Common \nStock, then in each such case the amount set forth in the preceding sentence \nwith respect to the exchange or change of shares of Series B Preference Stock \nshall be adjusted by multiplying such amount by a fraction, the numerator of \nwhich is the number of shares of Common Stock outstanding immediately after \nsuch event and the denominator of which is the number of shares of Common \nStock that were outstanding immediately prior to such event.\n\n         Section 8.  No Redemption.  The shares of Series B Preference Stock \nshall not be redeemable.\n\n         Section 9.  Rank.  The Series B Preference Stock shall rank, with \nrespect to the payment of dividends and the distribution of assets, junior to \nthe Corporation's 8% Convertible Preference Stock, par value $2.50 per share, \nand to all series of any other class of the Corporation's Preference Stock.\n\n         Section 10.  Amendment.  The Articles of Incorporation of the \nCorporation shall not be amended in any manner which would materially alter or \nchange the powers, preferences or special rights of the Series B Preference \nStock so as to affect them adversely without the affirmative vote of the \nholders of at least two-thirds of the outstanding shares of Series B \nPreference Stock, voting together as a single class.  \n\n     SIXTH:  The principal office of said corporation shall be located in \nPawtucket, Rhode Island.\n\n     SEVENTH:  The corporation may contract for any lawful purpose with one or \nmore of its directors or with any corporation having with it a common director \nor directors, if the contract is entered into in good faith, if it is approved \nor ratified by vote of the holders of a majority in interest of its stock or \nby a majority vote at any meeting of its board of directors excluding any vote \nby the contracting or common director or directors and if the contracting or \ncommon director or directors shall not be necessary for a quorum at the \nmeeting for this purpose.  A contract made in compliance with the foregoing \nprovisions shall be voidable by the corporation complying with the said \nprovision only in case it would be voidable if made with a stranger.  A \ncontract not otherwise void or voidable shall not be rendered void or voidable \nmerely because not approved or ratified in accordance with the foregoing \nprovisions.\n\n\n     EIGHTH:  8.1  The number of directors of the Corporation (exclusive of \ndirectors that may be elected by the holders of any one or more series of the \nPreference Stock voting separately as a class or classes) that shall \nconstitute the entire Board of Directors (the 'Entire Board of Directors') \nshall be 17, unless otherwise determined from time to time by resolution \nadopted by the affirmative vote of a majority of the Entire Board of \nDirectors, except that if an Interested Person (as hereinafter defined) \nexists, such majority must include the affirmative vote of at least a majority \nof the Continuing Directors (as hereinafter defined). \n\n     8.2  Except with respect to any directors elected by holders of any one \nor more series of Preference Stock voting separately as a class or classes, \nthe Board of Directors shall be divided into three (3) classes in respect of \nterm of office, designated Class I, Class II and Class III.  Each class shall \ncontain one-third (1\/3) of the Entire Board of Directors, or such other number \nthat will cause all three (3) classes to be as nearly equal in number as  \npossible, with the terms of office of one class expiring each year.  At the \nannual meeting of shareholders in 1985, directors of Class I shall be elected \nto serve until the annual meeting of shareholders to be held in 1986; the \ndirectors of Class II shall be elected to serve until the annual meeting of \nshareholders to be held in 1987; and the directors of Class III shall be \nelected to serve until the annual meeting of shareholders to be held in 1988; \nprovided that in each case, directors shall continue to serve until their \nsuccessors shall be elected and shall qualify or until their earlier death, \nresignation or removal.  At each subsequent annual meeting of shareholders, \none (1) class of directors shall be elected to serve until the annual meeting \nof shareholders held three (3) years next following and until their successors \nshall be elected and shall qualify or until their earlier death, resignation \nor removal.  No decrease in the number of directors shall have the effect of \nshortening the term of office of any incumbent director.  Any increase or \ndecrease in the number of directors shall be apportioned among the classes so \nas to make all classes as nearly equal in number as possible. \n\n     8.3  Except as otherwise required by law and subject to the terms of any \none or more classes or series of outstanding capital stock of the Corporation, \nany director may be removed; provided, however, such removal must be for cause \nand must be approved by at least a majority vote of the Entire Board of \nDirectors or by at least a majority of the votes held by the holders of shares \nof the Corporation then entitled to be voted at an election for that director, \nexcept that if an Interested Person exists, such removal must be approved (1) \nby at least a majority vote of the Entire Board of Directors, including a \nmajority of the Continuing Directors, or (2) by at least 80% of the votes held \nby the holders of shares of the Corporation then entitled to be voted at an \nelection for that director, including a majority of the votes held by holders \nof shares of the Corporation then entitled to vote at an election for that \ndirector that are not beneficially owned or controlled, directly or \nindirectly, by any Interested Person.  For purposes of this paragraph, the \nEntire Board of Directors will not include the director who is the subject of \nthe removal determination, nor will such director be entitled to vote thereon. \n However, nothing in the preceding sentence shall be construed as preventing a \ndirector who is the subject of removal determination (but who has not yet \nactually been removed in accordance with this Section 8.3) from voting on any \nother matters brought before the Board of Directors, including, without \nlimitation, any removal determination with respect to any other director or \ndirectors. \n\n     8.4  Except as otherwise provided by the terms of any one or more classes \nor series of outstanding capital stock of the Corporation, any vacancy \noccurring on the Board of Directors, including any vacancy created by reason \nof any increase in the number of directors, shall be filled by the affirmative \nvote of at least a majority of the remaining directors, whether or not such \nremaining directors constitute a quorum, except that if an Interested Person \nexists, such majority of the remaining directors must include a majority of \nthe Continuing Directors.  A director elected to fill a vacancy shall serve \nfor the unexpired term of his or her predecessor in office. \n\n     NINTH:  The Board of Directors is authorized to adopt, repeal, alter, \namend or rescind the By-Laws of the Corporation by the affirmative vote of at \nleast a majority of the Entire Board of Directors, except that if an \nInterested Person exists, such Board action must be taken by the affirmative \nvote of at least a majority of the Entire Board of Directors, including a \nmajority of the Continuing Directors.  The shareholders may  adopt, repeal, \nalter, amend or rescind the By-Laws of the Corporation by the vote of at least \n66-2\/3% of the votes held by holders of shares of Voting Stock (as hereinafter \ndefined) except that if an Interested Person exists, such shareholder action \nmust be taken by the vote of at least 80% of the votes held by holders  of \nshares of Voting Stock, including an Independent Majority of Shareholders (as \nhereinafter defined). \n\n\n     TENTH:  10.1  For the purposes of these Articles Eighth through Twelfth:\n\n       (1)  The term 'beneficial owner' and correlative terms  shall have the \nmeaning as set forth in Rule 13d-3 of the General  Rules and Regulations (the \n'General Rules') promulgated by the  Securities and Exchange Commission (the \n'Commission') under the  Securities Exchange Act of 1934 (the 'Exchange Act'), \nas in  effect on June 5, 1985, except that the words 'within sixty days'  in \nRule 13d-3(d)(1)(i) shall be omitted. \n\n      (2)  The term 'Business Combination' shall mean: \n\n         (a)  any merger or consolidation of the Corporation or any Subsidiary \n(as hereinafter defined) (i) with an  Interested Person, any Affiliate (as \nhereinafter defined) or  Associate (as hereinafter defined) of an Interested \nPerson or any Person (as hereinafter defined) acting in concert with an \nInterested Person (including, without limitation, any Person, which after such \nmerger or consolidation, would be an Affiliate or Associate of an Interested \nPerson), in  each case irrespective of which Person is the surviving  entity \nin such merger or consolidation, or (ii) proposed, directly or indirectly, by \nor on behalf of an Interested Person;      \n\n         (b)  any sale, lease, exchange, transfer, distribution to \nshareholders or other disposition, including, without limitation, a mortgage, \npledge or other security device, by the Corporation or any Subsidiary (in a \nsingle transaction or a series of separate or related transactions)  of all, \nsubstantially all or any Substantial Part (as hereinafter defined) of the \nassets or business of the Corporation or a Subsidiary (including, without \nlimitation, any securities of a Subsidiary) (i) to or with an Interested \nPerson, or (ii) proposed, directly or indirectly, by or on  behalf an \nInterested Person; \n\n         (c)  the purchase, exchange, lease or other  acquisition, including, \nwithout limitation, a mortgage, pledge or other security device, by the \nCorporation or any Subsidiary (in a single transaction or a series of separate \nor related transactions) of all, substantially all or any Substantial Part of \nthe assets or business of (i) an Interested Person, or (ii) any Person, if \nsuch purchase, exchange, lease or other acquisition is proposed, directly or \nindirectly, by or on behalf of an Interested Person; \n\n         (d)  the issuance of any securities, or of any  rights, warrants or \noptions to acquire any securities, by  the Corporation or a Subsidiary to an \nInterested Person  (except (i) as a result of a pro rata stock dividend or \nstock split, (ii) upon the exercise or conversion of warrants or other rights, \nincluding preemptive rights, or convertible securities acquired by an \nInterested Person prior to or simultaneously with becoming an Interested \nPerson or (iii) upon conversion of publicly traded convertible securities of \nthe Corporation) or the acquisition by  the Corporation or a Subsidiary of any \nsecurities, or of any  rights, warrants or options to acquire any securities, \nissued by an Interested Person; \n\n         (e)  any plan or proposal for, or which has the  effect of, the \npartial or complete liquidation, dissolution, spin off, split off or split up \nof the Corporation or any  Subsidiary proposed, directly or indirectly, by or \non behalf of an Interested Person; \n\n         (f)  any of the following which has the effect,  directly or \nindirectly, of increasing the proportionate  amount of Voting Stock or capital \nstock of any Subsidiary thereof which is beneficially owned by an Interested \nPerson: any  reclassification of securities (including, without limitation, \nany reverse stock split) of the Corporation, any issuance of any Voting Stock \nor other securities of the Corporation, any recapitalization of the \nCorporation or any merger, consolidation or other transaction (whether or not \nwith or into or otherwise involving an Interested Person); and \n\n         (g)  any agreement, contract, understanding or  other arrangement \nproviding for any of the transactions  described in this subsection (2) of \nSection 10.1. \n\n       (3)  The term 'Continuing Director' shall mean (i) a  director serving \ncontinuously as a director of the Corporation  from and including June 5, \n1985; (ii) a person who was a member  of the Board of Directors of the \nCorporation immediately prior to  the time that any then existing Interested \nPerson became an  Interested Person, (iii) a person not affiliated with any  \nInterested Person and designated (before or simultaneously with  initially \nbecoming a director) as a Continuing Director by at  least a majority of the \nthen Continuing Directors and (iv) a  director deemed to be a Continuing \nDirector in accordance with  the last sentence of this subsection (3) of this \nSection 10.1.   All references to action by a specified percentage of the \nContinuing Directors shall mean a vote of such specified percentage  of the \ntotal number of Continuing Directors of the Corporation at  a meeting at which \nat least such specified percentage of the  total number of Continuing \nDirectors shall have been in attend- ance.  Whenever a condition requires the \nact of a specified  percentage of Continuing Directors, such condition shall \nnot be  capable of fulfillment unless there is at least one Continuing  \nDirector.  If all of the capital stock of the Corporation is  beneficially \nowned by one Person continuously for at least three  consecutive years during \nwhich period at least three annual  meetings of shareholders shall have taken \nplace, at which  meetings all of the Continuing Directors as defined in \nclauses  (i)-(iii) above shall not have been reelected, all directors  elected \nfrom and after such third consecutive year shall be  deemed Continuing \nDirectors. \n\n       (4)  The term 'Independent Majority of Shareholders'  shall mean the \nmajority of the votes held by holders of shares of  the outstanding Voting \nStock that are not beneficially owned or  controlled, directly or indirectly, \nby any Interested Person. \n\n       (5)  The term 'Interested Person' shall mean (i) any  Person, which, \ntogether with its 'Affiliates' and 'Associates'  (as defined in Rule 12b-2 of \nthe General Rules promulgated by the  Commission under the Exchange Act, as in \neffect on June 5, 1985)  and any Person acting in concert therewith, is the \nbeneficial  owner, directly or indirectly, of ten percent (10%) or more of  \nthe votes held by the holders of shares of Voting Stock, (ii) any  Affiliate \nor Associate of an Interested Person, including,  without limitation, a Person \nacting in concert therewith, (iii)  any Person that at any time within the two \nyear period immediately prior to the date in question was the beneficial \nowner,  directly or indirectly, of ten percent (10%) or more of the votes  \nheld by the holders of shares of Voting Stock, or (iv) an  assignee of, or \nsuccessor to, any shares of Voting Stock which  were at any time within the \ntwo-year period prior to the date in  question beneficially owned by any \nInterested Person, if such  assignment or succession shall have occurred in \nthe course of a  transaction or series of transactions not involving a public \n offering within the meaning of the Securities Act of 1933, as  amended.  For \npurposes of determining the percentage of votes held by a Person, any Voting \nStock not outstanding which is subject to any option, warrant, convertible \nsecurity, preemptive  or other right held by such Person (whether or not such \noption,  warrant, convertible security, preemptive or other right is  \ncurrently exercisable) shall be deemed to be outstanding for the  purpose of \ncomputing the percentage of votes held by such Person.  \n\n       Notwithstanding anything contained in the immediately preceding \nparagraph, the term 'Interested Person' shall not include (A) a Subsidiary of \nthe Corporation or (B) a Continuing  Director who beneficially owned, on June \n5, 1985, ten percent  (10%) or more of the votes held by the holders of shares \nof  Voting Stock and any Affiliate or Associate of one or more of  such \nContinuing Directors.  For purposes of Articles Eighth, Ninth and Twelfth only \nof these Articles of Association, the term 'Interested Person' shall not \ninclude any Person which shall have deposited all of its Voting Stock in  a \nvoting trust (only and for so long as the voting trust shall be  continuing \nand all of such Person's Voting Stock shall remain  deposited in the Voting \nTrust) pursuant to an agreement with the Corporation providing the Corporation \nwith the power to appoint a majority of the voting trustees of the voting \ntrust who, in turn,  shall have the power to vote all of the shares of Voting \nStock in  the voting trust, in their discretion, for the election of directors \nof the Corporation and the amendment of these Articles of  Association and the \nBy-Laws.  The agreement by the Corporation with any Person described in the \nimmediately preceding sentence to use its best efforts to elect one designee \nof such Person as a director and to cause the voting trustees appointed by the \nCorporation to vote for such designee shall not cause such Person to be deemed \nan Interested Person for purposes of Articles  Eighth, Ninth and Twelfth of \nthese Articles of Association. \n\n       A Person who is an Interested Person as of (x) the time  any definitive \nagreement, or amendment thereto, relating to a  Business Combination is \nentered into, (y) the record date for the  determination of shareholders \nentitled to notice of and to vote  on a Business Combination, or (z) \nimmediately prior to the  consummation of a Business Combination shall be \ndeemed an  Interested Person for purposes of this definition. \n\n       (6)  The term 'Person' shall mean any individual,  corporation, \npartnership or other person, group or entity (other  than the Corporation, any \nSubsidiary or a trustee holding stock  for the benefit of employees of the \nCorporation or its Subsidiaries, or any one of them, pursuant to one or more \nemployee benefit plans or arrangements).  When two or more Persons act as a  \npartnership, limited partnership, syndicate, association or other  group for \nthe purpose of acquiring, holding or disposing of  securities, such \npartnership, syndicate, association or group will be deemed a 'Person'. \n\n       (7)  The term 'Subsidiary' shall mean any corporation  or other entity \nfifty percent (50%) or more of the equity of  which is beneficially owned by \nthe Corporation; provided, however, that for purposes of the definition of \nInterested Person  set forth in subsection (5) of this Section 10.1 and the \ndefinition of Person set forth in subsection (6) of this Section 10.1, the \nterm 'Subsidiary' shall mean only a corporation of which a majority of each \nclass of equity security is beneficially owned by the Corporation. \n\n       (8)  The term 'Substantial Part', as used in reference  to the assets \nor business of any Person, means assets or business  having a value of more \nthan ten percent (10%) of the total  consolidated assets of the Corporation \nand its Subsidiaries as of  the end of the Corporation's most recent fiscal \nyear ending prior  to the time the determination is made. \n\n       (9)  For the purposes of determining the number of  'votes held by \nholders' of shares, including Voting Stock, of the  Corporation, each share \nshall have the number of votes granted to  it pursuant to Article Fifth of \nthese Articles of Association.\n \n       (10)  The term 'Voting Stock' shall mean stock or other  securities of \nthe Corporation entitled to vote generally in the  election of directors. \n\n     10.2  Subject to Section 10.3 of this Article Tenth, but notwithstanding \nany other provisions of these Articles of Association or the fact that no vote \nfor such a transaction may be required by law or that approval by some lesser \npercentage of shareholders may be permitted by law, neither the Corporation \nnor any Subsidiary shall be party to a Business Combination unless all of the \nfollowing conditions are met: \n\n       (1)  After becoming an Interested Person and prior to  the consummation \nof such Business Combination: \n\n         (a)  such Interested Person shall not have  acquired any newly issued \n       shares of capital stock, directly  or indirectly, from the Corporation \n       or a Subsidiary (except upon exercise or conversion of warrants or \n       other rights, including preemptive rights, or convertible securities \n       acquired by an Interested Person prior to becoming an Interested Person \n       or upon compliance with the provisions of this Article Tenth or as a \n       result of a pro rata stock dividend or stock split); \n\n         (b)  such Interested Person shall not have  received the benefit, \n       directly or indirectly (except proportionately as a shareholder), of \n       any loans, advances, guarantees, pledges or other financial assistance \n       or tax credits provided by the Corporation or a Subsidiary, or have \n       made any major changes in the Corporation's business or equity capital \n       structure; \n\n         (c)  except as approved by a majority of the  Continuing Directors, \n       there shall have been (i) no reduction in the annual rate of dividends \n       paid on Voting Stock (except as necessary to reflect a pro rata stock \n       dividend or stock split) and (ii) an increase in such annual rate of \n       dividends as necessary to reflect any reclassification (including any \n       reverse stock split), recapitalization, reorganization or any similar \n       transaction which has the effect of reducing the  number of outstanding \n       shares of Voting Stock; and \n\n         (d)  such Interested Person shall have taken steps  to insure that \n       the Board of Directors of the Corporation included at all times \n       representation by Continuing Directors proportionate to the ratio that \n       the number of shares of Voting Stock from time to time owned by \n       shareholders who  are not Interested Persons bears to all shares of \n       Voting  Stock outstanding at the time in question (with a Continuing \n       Director to occupy any resulting fractional position among the \n       directors); and \n\n       (2)  The Business Combination shall have been approved  by at least a \nmajority of the Entire Board of Directors of the  Corporation, including a \nmajority of the Continuing Directors; and \n\n       (3)  A shareholder's meeting shall have been called for  the purpose of \napproving the Business Combination and a proxy  statement complying with the \nrequirements of the Exchange Act, as  amended, or any successor statute or \nrule, whether or not the  Corporation is then subject to such requirements, \nshall be mailed  to all shareholders of the Corporation not less than thirty \n(30)  days prior to the date of such meeting for the purpose of  soliciting \nshareholder approval of such Business Combination and  shall contain at the \nfront thereof, in a prominent place, (a) any  recommendations as to the \nadvisability (or inadvisability) of the  Business Combination which the \nContinuing Directors may choose to  state, and (b) the opinion of a reputable \nnational investment  banking firm as to the fairness (or lack thereof) of the \nterms of  such Business Combination, from the point of view of the  remaining \nshareholders of the Corporation (such investment  banking firm to be engaged \nby a majority of the Continuing  Directors solely on behalf of the remaining \nshareholders and paid  a reasonable fee for their services, which fee shall \nnot be  contingent upon the consummation of the transaction); and \n\n       (4)  The Business Combination shall have been approved  by at least 80% \nof the votes held by the holders of the  outstanding Voting Stock, including \nan Independent Majority of  Shareholders. \n\n     10.3  The approval requirements of Section 10.2 shall not apply to any \nparticular Business Combination, and such Business Combination shall require \nonly such affirmative shareholder vote as is required by law, any other \nprovision of  the Articles of Association, the terms of any outstanding \nclasses or series of capital stock of the Corporation or any agreement with \nany national securities exchange, if the Business Combination is approved by a \nmajority of the Entire Board of Directors, including the affirmative vote of \nat least 66-2\/3% of the Continuing Directors. \n\n     10.4  The Board of Directors of the Corporation, when evaluating any \noffer of another Person (the 'Offering  Person') (i) to make a tender or \nexchange offer for any equity  security of the Corporation or (ii) to effect \nany Business Combination (as defined in Section 10.1, except that for purposes \nof this Section 10.4 the term 'Person' shall be  substituted for the term \n'Interested Person'), shall, in connection with the exercise of the Board's \njudgment in determining what is in the best interests of the Corporation as a \nwhole, be authorized to give due consideration to such factors as the Board of \nDirectors determines to be relevant, including, without limitation: \n\n       (a)  the relationships between the consideration  offered by the \n       Offering Person and (x) the market price of the Voting Stock over a \n       period of years, (y) the current and future value of the Corporation as \n       an independent entity and (z) political, economic and other factors \n       bearing on securities prices and the Corporation's financial condition \n       and future prospects; \n\n       (b)  the interests of all of the Corporation's shareholders, including \n       minority shareholders; \n\n       (c)  whether the proposed transaction might violate federal, state, \n       local or foreign laws; \n\n       (d)  the competence, experience and integrity of  the Offering Person \n       and its management; and \n\n       (e)  the social, legal and economic effects upon  employees, suppliers, \n       customers, licensors, licensees and  other constituents of the \n       Corporation and its Subsidiaries  and on the communities in which the \n       Corporation and its  Subsidiaries operate or are located. \n\n       In connection with any such evaluation, the Board of  Directors is \nauthorized to conduct such investigations and to  engage in such legal \nproceedings as the Board of Directors may  determine. \n\n     10.5  As to any particular transaction, the  Continuing Directors shall \nhave the power and duty to determine, on the basis of information known to \nthem: \n\n       (a)  The amount of Voting Stock beneficially owned  by any Person; \n\n       (b)  Whether a Person is an Affiliate or Associate of  another; \n\n       (c)  Whether a Person has an agreement, arrangement or understanding \n       with, or is acting in concert with,  another; \n\n       (d)  Whether the assets subject to any Business  Combination constitute \n       a Substantial Part as hereinabove defined; \n\n       (e)  Whether a proposed transaction is proposed,  directly or \n       indirectly, by or on behalf of any Person; \n\n       (f)  Whether a proposed amendment of any Article of these Articles of \n       Association would have the effect of  modifying or permitting \n       circumvention of the provisions of Article Eighth through Twelfth of \n       these Articles of Association; and \n\n       (g)  Such other matters with respect to which a  determination is \n       required under Articles Eighth through  Twelfth of these Articles of \n       Association. \n\n       Any such determination shall be conclusive and binding for all purposes \nof Articles Eighth through Twelfth of these Articles of Association. \n\n     10.6  The affirmative votes required by this Article Tenth is in addition \nto the vote of the holders of any class or series of capital stock of the \nCorporation otherwise required by law, the Articles of Association, any \nresolution which has been adopted by the Board of Directors providing for the \nissuance of a class or series of capital stock  or any agreement between the \nCorporation and any national securities exchange. \n\n     10.7  Nothing contained in this Article Tenth shall be construed to \nrelieve any Interested Person from any fiduciary or other obligation imposed \nby law. \n\n\n     ELEVENTH:  11.1  Action shall be taken by the shareholders only by \nunanimous written consent or at annual or special meetings of shareholders of \nthe Corporation except that, if and with the percentage of the outstanding \nPreference Stock or any series thereof (the 'Required Percentage') set forth \nin the resolution or resolutions adopted by the Board of Directors with \nrespect to the Preference Stock, action may be taken without a meeting, \nwithout prior notice and without a vote, if consent in writing setting forth \nthe action so taken, shall be signed by the holders of the Required Percentage \nof the outstanding Preference Stock or any series thereof entitled to vote \nthereon. \n\n     11.2  Any new business  proposed by any shareholder to be taken up at the \nannual meeting  of shareholders shall be stated in writing and filed with the \n Secretary of the Corporation at least 60 days before the date of the annual \nmeeting, and all business so stated, proposed and filed shall, if appropriate \nunder applicable law, be considered at the annual meeting, but no other \nproposal shall be acted upon at the annual meeting.  Any shareholder may make \nany other proposal at the annual meeting and the same may be discussed and \nconsidered, but unless stated in writing and filed with the Secretary of the \nCorporation at least 60 days before the meeting, such proposal shall, if \nappropriate under applicable law, be held over for action at an adjourned, \nspecial or annual meeting of shareholders taking place 30 days or more \nthereafter.  These provisions shall not prevent the consideration and approval \nor disapproval at the annual meetings of reports of officers, directors and \ncommittees, but in connection with such reports no new business shall be acted \nupon at such annual meeting unless stated and filed as herein provided.  The \nbusiness to be taken up at a special meeting of shareholders shall be confined \nto that set forth in the notice of special meeting. \n\n\n     TWELFTH:  12.1  Any amendment, change or repeal of Articles Eighth and \nArticles Tenth through Twelfth (an 'Amendment') or any other amendment of \nthese Articles of Association which would have the effect of modifying or \npermitting circumvention of the provisions of Article Eighth and Articles \nTenth through Twelfth (an 'Other Amendment') shall require approval by the \naffirmative votes of at least:\n\n       (1)  a majority of the Entire Board of Directors, which shall include, \n     if an Interested Person exists for purposes of this Article Twelfth, a \n     majority of the Continuing Directors; and\n\n       (2)  a majority of the votes held by the holders of Voting Stock except \n     that if an Interested Person exists for purposes of this Article Twelfth, \n     the affirmative votes of at least 80% of the votes held by the holders of \n     shares of Voting Stock including an Independent Majority of Shareholders, \n     shall be required; provided, however, that if 66-2\/3% of the Continuing \n     Directors shall approve such Amendment or Other Amendment, then \n     notwithstanding the existence of an Interested Person for purposes of \n     this Article Twelfth, such Amendment or Other Amendment shall require \n     only such affirmative vote as is required by law, by any other provision \n     of these Articles of Association, by the terms of any outstanding classes \n     or series of capital stock of the Corporation or by any agreement with \n     any national securities exchange to effect a Business Combination, but in \n     no event by less than a majority of the votes held by the holders of \n     Voting Stock.\n\n     12.2  Any amendment, change or repeal of Article Ninth of these Articles \nof Association or any amendment of these Articles of Association which would \nhave the effect of modifying or permitting circumvention of the provisions of \nArticle Ninth shall require approval by the affirmative votes of at least:\n\n       (1)  a majority of the Entire Board of Directors, which shall include, \n     if an Interested Person exists for purposes of this Article Twelfth, a \n     majority of the Continuing Directors; and\n\n       (2)  66-2\/3% of the votes held by holders of Voting Stock, except that \n     if an Interested Person exists, by the affirmative votes of at least 80% \n     of the votes held by the holders of shares of Voting Stock, including an \n     Independent Majority of Shareholders.\n\n\n     THIRTEENTH:  A director of the Corporation shall not be personally liable \nto the Corporation or its shareholders for monetary damages for breach of the \ndirector's duty as a director, except for liability of a director (i) for any \nbreach of the director's duty of loyalty to the Corporation or its \nshareholders; (ii) for acts or omissions not in good faith or which involve \nintentional misconduct or a knowing violation of law; (iii) the liability \nimposed pursuant to the provisions of Section 7-1.1-43 of the Rhode Island \nBusiness Corporation Act; or (iv) for any transaction from which the director \nderived an improper personal benefit (unless said transaction is permitted by \nSection 7-1.1-37 of the Rhode Island Business Corporation Act).  If the Rhode \nIsland Business Corporation Act is amended after approval by the shareholders \nof this Article to authorize corporate action further eliminating or limiting \nthe personal liability of directors, then the liability of a director of the \nCorporation or its shareholders shall be eliminated or limited to the fullest \nextent permitted by the Rhode Island Business Corporation Act, as so amended.\n\n     Any repeal or modification of the foregoing paragraph by the shareholders \nof the Corporation shall not adversely affect any right or protection of a \ndirector of the Corporation existing at the time of such repeal or \nmodification.\n\n     FOURTEENTH:  The restated articles of incorporation correctly set forth \nwithout change the corresponding provisions of the Articles of Incorporation \nas heretofore amended, and supersede the original articles of incorporation \nand all amendments thereto.\n\nDated: July   , 1993          HASBRO, INC.\n\n\n\n                                    \/s\/ Alan G. Hassenfeld      \n                         \n                                           Its President\n\n\n                                   \/s\/ Donald M. Robbins       \n\n                                            Its Secretary\n\n\n\nSTATE OF RHODE ISLAND )\n                      :Sc.\nCOUNTY OF PROVIDENCE  )\n\n     At Pawtucket in said county on this 14th day of July, 1993, personally \nappeared before me Alan G. Hassenfeld, who, being by me first duly sworn, \ndeclared that he is the President of Hasbro, Inc. that he signed the foregoing \ndocument as President of the corporation, and that the statements therein \ncontained are true.\n\n\n\n                                        \/s\/ Marie D. Pamental   \n                                     ---------------------------\n                                          Notary Public\n                                     My Commission Expires 2\/5\/95\n\n\n[NOTARIAL SEAL]\n\n\n\n                STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS\n                        OFFICE OF THE SECRETARY OF STATE\n\n                     RESTATED CERTIFICATE OF INCORPORATION\n\n                                      OF\n\n                                 HASBRO, INC.\n\n\n\n     I, Andred Totolo, Acting Deputy Secretary of State hereby certify that \nduplicate originals of Restated Articles of Incorporation of Hasbro, Inc., \nduly signed and certified pursuant to the provisions of Chapter 7-1.1 of the \nGeneral Laws, 1956, as amended, have been received in this office and are \nfound to conform to law, and that the foregoing is a duplicate original of the \nrestated Articles of Incorporation.\n\n\n\n                              Witness my hand and the seal of\n                              State of Rhode Island this 14th day\n                              of July 1993.\n\n\n                                  \/s\/ Andred Totolo             \n                              ----------------------------------\n                              Acting Deputy Secretary of State\n \n\n \n \n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7732],"corporate_contracts_industries":[9403],"corporate_contracts_types":[9573,9575],"class_list":["post-41411","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hasbro-inc","corporate_contracts_industries-consumer__toys","corporate_contracts_types-formation","corporate_contracts_types-formation__incorporation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41411","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41411"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41411"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41411"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41411"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}