EXHIBIT 4(G)
SECOND AMENDMENT TO RIGHTS AGREEMENT
This is the Second Amendment (the "Second Amendment") to the Rights
Agreement, dated June 16, 1999, between Hasbro, Inc., a Rhode Island corporation
(the "Company") and BankBoston, N.A, as the original Rights Agent. The Rights
Agreement was amended by a First Amendment dated December 4, 2000. Fleet
National Bank ("Fleet") became the Rights Agent under the Rights Agreement when
it succeeded to the business of BankBoston, N.A. Subsequently, EquiServe L.P.
and EquiServe Trust Company, N.A. succeeded to the business of Fleet. Following
this, Computershare Trust Company, N.A. succeeded to the business of EquiServe
Trust Company, N.A. and is now the current Rights Agent. Terms used in this
Second Amendment and not otherwise defined shall have the meanings set forth in
the Rights Agreement, as amended.
The Company and the Rights Agent have entered into this Second Amendment
effective as of February 13, 2007 in accordance with the provisions of Section
27 of the Rights Agreement. The Company and the Rights Agent each hereby
represent, respectively, that they have taken all steps necessary for them to
adopt this amendment in compliance with the Rights Agreement.
1. Effective as of the date of this Second Amendment the definition of
"Acquiring Person", as it appears in Section 1(a) of the Rights Agreement, be
and hereby is replaced in its entirety with the following:
"(a) "Acquiring Person" shall mean any Person who or which, together with
all Affiliates and Associates of such Person, shall be the Beneficial Owner of
twenty percent (20%) or more of the shares of Common Stock then outstanding, but
shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii) any
employee benefit plan of the Company, or of any Subsidiary of the Company, or
any Person or entity organized, appointed or established by the Company for or
pursuant to the terms of any such plan, (iv) Xxxx or Xxxxxx Xxxxxxxxxx or
members of their respective immediate families (the "Hassenfeld Family"), heirs
or legatees of the Hassenfeld Family, the Xxxxxx Xxxxxxxxxx Trust, the Xxxxxxx
Xxxxxxxxxx Trust, the Xxxxxxx Xxxxxxxxxx Trust, the Xxxx Xxxxxxxxxx Trust, the
Hassenfeld Foundation, transferees by will, laws of descent or distribution or
by operation of law of any of the foregoing (including any such transferees),
any trust or foundation to which any of the foregoing has transferred or may
transfer securities of the Company, any trust established for primary benefit of
any of the foregoing, or any Affiliates or Associates of any of the foregoing
(collectively, the "Hassenfeld Group"), or (v) any Person who becomes the
Beneficial Owner of twenty percent (20%) or more of the shares of Common Stock
then outstanding as the result of a reduction in the number of shares of Common
Stock outstanding due to the repurchase of shares of Common Stock by the Company
unless and until such Person, after becoming aware that such Person has become
the Beneficial Owner of twenty percent (20%) or more of the then outstanding
shares of Common Stock, acquires beneficial ownership of additional shares of
Common Stock representing one percent (1%) or more of the shares of Common Stock
then outstanding."
2. This Second Amendment shall be governed by and construed in accordance
with the laws of the State of Rhode Island and for all purposes shall be
governed and construed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within such State.
3. This Second Amendment to Rights Agreement may be executed in
counterparts and such counterparts shall together constitute one and the same
agreement.
4. In all respects not inconsistent with the terms and provisions of this
Second Amendment, the Rights Agreement as previously amended is hereby ratified,
adopted, approved and confirmed. In executing and delivering this Second
Amendment, the Rights Agent shall be entitled to all the privileges and
immunities afforded to the Rights Agent under the terms and conditions of the
Rights Agreement.
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IN WITNESS WHEREOF, the parties have caused this Second Amendment to be
duly executed as of February 13, 2007.
HASBRO, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: President and Chief Executive
Officer
COMPUTERSHARE TRUST COMPANY, N.A.
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
Title: Managing Director
