EX-4.1



 Exhibit 4.1 
  

 
 HASBRO, INC. 

$300,000,000 3.150% Notes due 2021 

$300,000,000 5.100% Notes due 2044 

FOURTH SUPPLEMENTAL INDENTURE 

Dated as of May 13, 2014 
 to

 Indenture Dated as of March 15, 2000 

THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, AS SUCCESSOR TRUSTEE TO THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK 

Trustee 
  

 







 This FOURTH SUPPLEMENTAL INDENTURE (the “Fourth Supplemental Indenture”) dated
as of May 13, 2014 between HASBRO, INC., a Rhode Island corporation (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as successor trustee to THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW
YORK, as trustee (the “Trustee”). 
 RECITALS 

WHEREAS, the Company and the Trustee have heretofore executed and delivered to the Trustee an Indenture dated March 15, 2000 (the
“Original Indenture”, and together with this Fourth Supplemental Indenture, the “Indenture”) to provide for the issuance of the Company’s debt securities in one or more series; 

WHEREAS, Sections 2.01, 3.01 and 9.01 of the Original Indenture provide, among other things, that the Company and the Trustee may, without the
consent of Holders, enter into indentures supplemental to the Original Indenture to provide for specific terms applicable to any series of notes and to add to the covenants of the Company for the benefit of the Holders of each series of notes (and
if such covenants are to be for the benefit of less than all series of notes, stating that such covenants are expressly being included solely for the benefit of such series); 

WHEREAS, the Company desires to provide for the issuance of two new series of debt securities to be designated as the 3.150% Notes due 2021
(the “2021 Notes”) and the 5.100% Notes due 2044 (the “2021 Notes” and, together with the 2044 Notes, the “Notes”), and to set forth the terms that will be applicable thereto and the forms thereof; and 

WHEREAS, all action on the part of the Company necessary to make this Fourth Supplemental Indenture a valid agreement of the Company and to
authorize the issuance of the Notes under the Original Indenture (as supplemented hereby) has been duly taken; 
 NOW, THEREFORE, in
consideration of the premises and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows: 

ARTICLE I 
 APPLICATION
OF FOURTH SUPPLEMENTAL INDENTURE 
 AND CREATION OF NOTES 

Section 1.01 Application of this Fourth Supplemental Indenture. 

Notwithstanding any other provision of this Fourth Supplemental Indenture, the provisions of this Fourth Supplemental Indenture, including the
covenants set forth herein, are expressly and solely for the benefit of the Notes. 

  
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 Section 1.02 Effect of Fourth Supplemental Indenture. 

With respect to the Notes only, the Original Indenture shall be supplemented pursuant to Sections 2.01, 3.01 and 9.01 thereof to establish the
terms of the Notes as set forth in this Fourth Supplemental Indenture, including as follows: 
  

	 	(a)	the definitions set forth in Article One of the Original Indenture shall be modified to the extent provided in Article II of this Fourth Supplemental Indenture; 


 

	 	(b)	the forms and terms of the securities representing the Notes required to be established pursuant to Sections 2.01 and 3.01 of the Original Indenture shall be established in accordance with Sections 1.03, 1.04, 1.05,
1.06, 1.07 and 1.08 of this Fourth Supplemental Indenture; 

  

	 	(c)	the provisions of Article Ten of the Original Indenture regarding certain covenants of the Company shall be supplemented and amended by the provisions of Article IV of this Fourth Supplemental Indenture;


  

	 	(d)	the provisions of Article Six of the Original Indenture regarding certain Events of Default shall be supplemented and amended by the provisions of Article V of this Fourth Supplemental Indenture; 


 

	 	(e)	the provisions of Article Five of the Original Indenture regarding Satisfaction and Defeasance shall be supplemented and amended by the provisions of Article VI of this Fourth Supplemental Indenture; 


 

	 	(f)	the provisions of Article Nine of the Original Indenture regarding Supplemental Indentures shall be supplemented and amended by the provisions of Article VII of this Fourth Supplemental Indenture. 


Section 1.03 Designation and Amount of Notes. 

The 2021 Notes shall be known and designated as the “3.150% Notes due 2021” and the 2044 Notes shall be known and designated as the
“5.100% Notes due 2044.” The initial maximum aggregate principal amount of the 2021 Notes that may be authenticated and delivered under this Fourth Supplemental Indenture shall not exceed $300,000,000 and the initial maximum aggregate
principal amount of the 2044 Notes that may be authenticated and delivered under this Fourth Supplemental Indenture shall not exceed $300,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or
in lieu of, Notes pursuant to Section 2.02, 3.04, 3.05, 3.06 or 9.05 of the Original Indenture (unless the issue of the applicable series of Notes is “reopened” by issuing additional Notes of such series (the “Additional
Notes”)), in an amount or amounts and registered in the names of such Persons as shall be set forth in any written order of the Company for the authentication and delivery of the applicable series of Notes pursuant to Section 3.03 of
the Original Indenture. 
 Section 1.04 Terms; Form of Security. 

The 2021 Notes and the 2044 Notes shall each constitute a separate series for purposes of the Original Indenture and this Fourth Supplemental
Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Company shall issue any 

  
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Additional Notes by adopting a Board Resolution in the manner set forth in Section 3.01 of the Original Indenture providing for the terms of such issuance. Notwithstanding the foregoing,
each series of the Notes is issuable in fully registered form as a global Security without coupons and shall be in substantially the form of Exhibit A and Exhibit B respectively. Upon request by the Depositary, within 14 days after the
occurrence of any Event of Default specified in Section 6.01 of the Original Indenture, and Section 5.01 of this Fourth Supplemental Indenture, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate
and deliver, in exchange for the Notes in global form, the Notes in certificated form in authorized denominations for an aggregate principal amount requested by the Depositary up to the principal amount of the Notes in global form. The Notes are not
issuable in bearer form. The terms and provisions contained in the forms of Note shall constitute, and are hereby expressly made, a part of this Fourth Supplemental Indenture and the Company, by its execution and delivery of this Fourth Supplemental
Indenture, expressly agrees to such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may
approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Trustee), or as may be required to comply with any
law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. 

Section 1.05 Payment of Principal and Interest. 

(a) The 2021 Notes shall mature, and the principal of the 2021 Notes shall be due and payable in Dollars to the Holders thereof, together with
all accrued and unpaid interest thereon, on May 15, 2021. The 2044 Notes shall mature, and the principal of the 2044 Notes shall be due and payable in Dollars to the Holders thereof, together with all accrued and unpaid interest thereon, on
May 15, 2044. 
 (b) The 2021 Notes shall bear interest at 3.150% per annum from and including May 13, 2014 or from the most
recent Interest Payment Date on which interest has been paid or provided for until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on
any overdue installment of interest at the same rate per annum. The 2044 Notes shall bear interest at 5.100% per annum from and including May 13, 2014 or from the most recent Interest Payment Date on which interest has been paid or
provided for until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum.
Interest on the Notes shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. Interest on the Notes shall be payable semi-annually in arrears in Dollars on May 15 and
November 15 of each year, commencing on November 15, 2014 (each such date, an “Interest Payment Date” for the purposes of the Notes under this Fourth Supplemental Indenture). Payments of interest shall be made to the
Person in whose name a Note (or predecessor Note) is registered (which shall initially be the Depositary) at the close of business on May 1 or November 1, as the case may be, next preceding such Interest Payment Date (each such date, a
“Regular Record Date” for the purposes of the Notes under this Fourth Supplemental Indenture). 

  
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 (c) For so long as each series of the Notes is represented in global form by one or more global
Securities, all payments of principal and interest in respect of such series shall be made by the Company by wire transfer of immediately available funds in Dollars to the Depositary or its nominee, as the case may be, as the registered owner of the
global Security representing such Notes. In the event that definitive Notes shall have been issued, all payments of principal and interest in respect of such Notes shall be made by the Company by wire transfer of immediately available funds in
Dollars to the accounts of the registered Holders thereof; provided, that the Company may elect to make such payments at the office of the Paying Agent in The City of New York; and provided further, that the Company may at its option
pay interest by check to the registered address of each Holder of a definitive Note. 
 (d) The Notes shall trade in the Depositary’s
Same-Day Funds Settlement System until Stated Maturity (or until they are subject to acceleration pursuant to Article VI of the Original Indenture) and secondary market trading activity in the Notes may be required by the Depositary to settle
in immediately available funds. 
 (e) The Notes are subject to redemption by the Company in whole or in part in the manner described
herein. 
 Section 1.06 Ranking. 

The Notes shall be general unsecured obligations of the Company. The Notes shall rank pari passu in right of payment with all unsecured
and unsubordinated indebtedness of the Company and senior in right of payment to all subordinated indebtedness of the Company. 

Section 1.07 Security Registrar and Paying Agent. 

The Company hereby initially appoints the Trustee as Paying Agent and Security Registrar for the Notes. The Company may change the Paying Agent
and Security Registrar without prior notice to the Holders of the Notes, and the Company or any of its Subsidiaries may act as Paying Agent or Security Registrar. The Company initially appoints the Trustee to act as Depositary custodian with respect
to Notes in global form. The Company has entered into a letter of representations with the Depositary with respect to Notes in global form in the form provided by the Depositary and the Trustee and each agent are hereby authorized to act in
accordance with such letter and the Depositary’s applicable procedures. 
 Section 1.08 Sinking Fund 

The Notes are not subject to any sinking fund. 

ARTICLE II 
 DEFINITIONS
AND INCORPORATION BY REFERENCE 
 Section 2.01 Definitions. 

(a) All capitalized terms used herein and not otherwise defined below shall have the meanings ascribed thereto in the Original Indenture. 

  
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 (b) The following are definitions used in this Fourth Supplemental Indenture and to the extent
that a term is defined both herein and in the Original Indenture, the definition in this Fourth Supplemental Indenture shall govern with respect to the Notes. 

“Below Investment Grade Rating Event” means the applicable series of Notes are rated below Investment Grade by all the Rating
Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so
long as the rating of such Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in
rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event) if any of the Rating
Agencies making the reduction in rating that would otherwise be recognized by this definition does not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event
or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event). 

“Change of Control” means the occurrence of any of the following: 

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in
one or a series of related transactions, of all or substantially all of the Company’s properties or assets and those of the Company’s Subsidiaries taken as a whole to any “person” or “group” (as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than the Company or one of its Subsidiaries; 

(2) the adoption of a plan relating to the Company’s liquidation or dissolution; 

(3) the first day on which a majority of the members of the Company’s Board of Directors are not Continuing Directors; or

 (4) the consummation of any transaction or series of related transactions (including, without limitation, any merger
or consolidation) the result of which is that any “person” or “group” (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than the Company or one of its wholly-owned
Subsidiaries, becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Company’s Voting Stock, measured by voting power rather than number of shares; provided that a merger
shall not constitute a “change of control” under this definition if (i) the sole purpose of the merger is the Company’s reincorporation in another state and (ii) the Company’s shareholders and the number of shares of
the Company’s Voting Stock, measured by voting power and number of shares, owned by each of them immediately before and immediately following such merger are identical. 

  
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 “Change of Control Repurchase Event” means the occurrence of both a Change of
Control and a Below Investment Grade Rating Event. 
 “Comparable Treasury Issue” means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining term (as measured from the date of redemption) of the series of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes. 

“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of four Reference Treasury
Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than four of such Reference Treasury Dealer Quotations, the average of
all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation. 
 “Continuing
Directors” means, as of any date of determination, any member of the Company’s Board of Directors who (1) was a member of such Board of Directors on the date of the issuance of the Notes; or (2) was nominated for election or
elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election (either by a specific vote or by approval of the Company’s
proxy statement in which such member was named as a nominee for election as a director). 
 “Fitch” means Fitch Inc., a
subsidiary of Fimalac, S.A., and its successors. 
 “Investment Grade” means a rating of BBB- or better by Fitch (or its
equivalent under any successor rating categories of Fitch), Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any successor
rating categories of S&P) or the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company. 

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors. 

“Prospectus” means the Company’s final prospectus supplement dated May 8, 2014, together with the base prospectus
dated May 8, 2014, relating to the offering and sale of the Notes. 
 “Quotation Agent” means any Reference Treasury
Dealer appointed by the Company. 
 “Rating Agency” means (1) any Fitch, Moody’s and S&P; and (2) if any
of Fitch, Moody’s or S&P ceases to rate the applicable series of Notes or fails to make a rating of such Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating
organization” within the meaning of Section 3(a)(62) under the Securities Exchange Act of 1934, as amended, selected by the Company as a replacement agency for Fitch, Moody’s or S&P, as the case may be. 

  
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 “Reference Treasury Dealer” means (i) each of Citigroup Global Markets Inc.
and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or their respective affiliates that are Primary Treasury Dealers) and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer, and (ii) at least two other Primary Treasury Dealers selected by the Company.

 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date,
the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury
Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date. 
 “S&P” means
Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors. 
 “Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for such redemption date. 
 “Voting Stock” means, with
respect to any person, capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such person, even if the
right so to vote has been suspended by the happening of such a contingency. 
 Section 2.02 Other Definitions. 

 

			
	 Term
	  	 Defined in Section

		
	“Additional Notes”	  	1.03
		
	“Authorized Officers”	  	6.10
		
	“Company”	  	Introduction
		
	“Electronic Means”	  	6.10
		
	“Original Indenture”	  	Recitals
		
	“Indenture”	  	Recitals
		
	“Instructions”	  	6.10
		
	“Interest Payment Date”	  	1.05(b)


  
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	“Notes”	  	Recitals
		
	“Regular Record Date”	  	1.05(b)
		
	“Fourth Supplemental Indenture”	  	Introduction
		
	“Trustee”	  	Introduction

 ARTICLE III 

REDEMPTION 

Section 3.01 Optional Redemption. 

(a) Prior to March 15, 2021, the 2021 Notes will be redeemable, in whole at any time or in part from time to time, at the Company’s
option at a redemption price equal to the greater of: 
  

	 	(i)	100% of the principal amount of the 2021 Notes to be redeemed; and 

  

	 	(ii)	the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date
of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 15 basis points, 


plus, in either case, accrued and unpaid interest thereon to the redemption date. 

In addition, on and after March 15, 2021, the 2021 Notes will be redeemable, in whole at any time or in part from time to time, at the
Company’s option at a redemption price equal to 100% of the principal amount of the 2021 Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date. 

Prior to November 15, 2043, the 2044 Notes will be redeemable, in whole at any time or in part from time to time, at the Company’s
option at a redemption price equal to the greater of: 
  

	 	(i)	100% of the principal amount of the 2044 Notes to be redeemed; and 

  

	 	(ii)	the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date
of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 25 basis points, 


plus, in either case, accrued and unpaid interest thereon to the redemption date. 

  
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 In addition, on and after November 15, 2043, the 2044 Notes will be redeemable, in whole at
any time or in part from time to time, at the Company’s option at a redemption price equal to 100% of the principal amount of the 2044 Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date. 

Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a
redemption date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the Regular Record Date according to the Notes and the Indenture. 

(b) Notice of any redemption will be mailed (or with respect to global Securities, to the extent permitted or required by applicable
Depositary procedures or regulations, sent electronically) at least 30 days but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed by the Company or by the Trustee on the Company’s behalf; provided
that notice of redemption may be mailed or sent more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Notes. Unless the Company defaults in
payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by
lot by the Depositary, in the case of Notes represented by a global Security, or by the Trustee by a method the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by a global Security. Calculation of the
redemption price will be made by the Company or on the Company’s behalf by such Person as the Company shall designate; provided that such calculation or the correctness thereof shall not be a duty or obligation of the Trustee. 

ARTICLE IV 
 CHANGE OF
CONTROL 
 Section 4.01 Change of Control. 

(a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the applicable series of Notes, the
Company will make an offer to each Holder of such Notes to repurchase all or any part (in integral multiples of $1,000) of that Holder’s applicable series of Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of
Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to the date of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but after
the public announcement of an impending Change of Control, the Company will mail (or with respect to global Securities, to the extent permitted or required by applicable Depositary procedures or regulations, send electronically) a notice to each
Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Notes on the payment date specified in the notice, which date will be
no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to repurchase is conditioned on the Change of Control
Repurchase Event occurring on or prior to the payment date specified in the notice. 

  
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 (b) The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act
of 1934, as amended, and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent
that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have
breached its obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. 
 (c) On the
Change of Control Repurchase Event payment date, the Company will, to the extent lawful: 
  

	 	(i)	accept for payment all Notes or portions of Notes (in integral multiples of $1,000) properly tendered pursuant to the Company’s offer; 


 

	 	(ii)	deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and 


 

	 	(iii)	deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased by the Company. 


(d) The Paying Agent will promptly mail to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee will
promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note will be in a principal amount of $2,000
or an integral multiple of $1,000 above that amount. 
 (e) The Company will not be required to make an offer to repurchase the Notes upon a
Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not
withdrawn under its offer. 

  
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 ARTICLE V 

EVENTS OF DEFAULT 
 Section 5.01
Events of Default. 
 The Events of Default shall apply to the Notes, except that solely for purposes of the Notes, Sections 6.01(7)
and (8) of the Original Indenture are hereby replaced in their entirety with the following: 
 “(7) acceleration of Indebtedness
of the Company or any Significant Subsidiary aggregating more than $75 million so that such Indebtedness becomes due prior to the date on which the same would otherwise become due and payable, unless such acceleration is rescinded, annulled or
otherwise cured prior to the giving of the notice referred to in the first paragraph of Section 6.02 with respect to the Securities of such series; or 

(8) final and nonappealable judgments or orders to pay, in the aggregate at any one time, more than $75 million rendered by a court of
competent jurisdiction against the Company or a Significant Subsidiary, continued for 90 days (during which execution shall not be effectively stayed or bonded) without discharge or reduction to $75 million or less; or”. 

ARTICLE VI 

SATISFACTION, DISCHARGE AND DEFEASANCE 

Section 5.01 of the Original Indenture shall apply to the Notes, except that solely for purposes of the Notes, the following shall be
deleted and shall be of no force or effect with respect to the Notes: 
 “In addition, the Opinion of Counsel shall be to the effect
that Holders of the Securities and Coupons, if any, of such series will not recognize income, gain or loss for Federal income tax purposes as a result of the Company’s exercise of its option under this Section 5.01 and will be subject to
Federal income tax in the same amount, in the same manner and at the same times as would have been the case if such option had not been exercised and must refer to and be based upon a ruling of the Internal Revenue Service.” 

ARTICLE VII 

SUPPLEMENTAL INDENTURES 

Section 9.01 of the Original Indenture shall apply to the Notes, except that solely for purposes of the Notes, Section 9.01(12) of
the Original Indenture is hereby deleted and replaced in its entirety with the following: 
 “(12) to make provision with respect to
the conversion rights of Holders pursuant to the requirements of Section 4.05; or 
 (13) to comply with the requirements of the
Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or 
 (14) to conform the
provisions of this Indenture or the Securities to the “Description of Notes” and the “Description of Debt Securities” sections in the Prospectus, as set forth in an Officers’ Certificate. 

  
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 ARTICLE VIII 

MISCELLANEOUS 
 Section 8.01 Trust
Indenture Act Controls. 
 If any provision of this Fourth Supplemental Indenture limits, qualifies or conflicts with another provision
that is required or deemed to be included in this Fourth Supplemental Indenture by the Trust Indenture Act, the required or deemed provision shall control. 

Section 8.02 Notices. 
 Any notice or
communication shall be in writing and delivered in person or mailed by first-class mail or sent by facsimile (with a hard copy delivered in person or by mail promptly thereafter) and addressed as follows: 

if to the Company: 
 Hasbro,
Inc. 
 1011 Newport Avenue 

Pawtucket, Rhode Island 02861 
  

			
	Attention:	 	Chief Legal Officer and Corporate Secretary
	Facsimile:	 	(401) 709-6459

 with a copy to: 

Wilmer Cutler Pickering Hale and Dorr LLP 

60 State Street 
 Boston,
Massachusetts 021091 
  

			
	Attention:	 	Hal J. Leibowitz
	Facsimile:	 	(617) 526-5000

 if to the Trustee: 

The Bank of New York Mellon Trust Company, National Association 

525 William Penn Place, 38th Floor 

Pittsburgh, PA 15259 
  

			
	Attention:	 	Corporate Trust Administration
	Facsimile:	 	(412) 234-7571

 The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or
communications. 

  
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 Section 8.03 Governing Law; Jury Trial Waiver. 

THIS FOURTH SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS FOURTH SUPPLEMENTAL INDENTURE OR THE
TRANSACTIONS CONTEMPLATED HEREBY. 
 Section 8.04 No Personal Liability of Directors, etc. 

None of the Company’s directors, officers, employees, incorporators or stockholders, as such, shall have any liability for any of the
Company’s obligations under the Notes, the Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. 
 Section 8.05 Successors. 

All agreements of the Company in the Indenture and the Notes shall bind its successors. All agreements of the Trustee in the Indenture shall
bind its successors. 
 Section 8.06 Multiple Originals. 

The parties may sign any number of copies of this Fourth Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this Fourth Supplemental Indenture. The exchange of copies of this Fourth Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute
effective execution and delivery of this Fourth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Fourth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF
shall be deemed to be their original signatures for all purposes. 
 Section 8.07 Table of Contents; Headings. 

The table of contents and headings of the Articles and Sections of this Fourth Supplemental Indenture have been inserted for convenience of
reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. 

Section 8.08 Not Responsible for Recitals or Issuance of Notes. 

The recitals contained herein and in the Notes, except the Trustee’s certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Fourth Supplemental Indenture or of the Notes. The Trustee shall not be accountable for the
Company’s use of the proceeds from the Notes or for monies paid over to the Company pursuant to this Fourth Supplemental Indenture. All rights, protections, privileges, indemnities and benefits granted or afforded to the Trustee under the
Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted by the Trustee under this Fourth Supplemental Indenture. 

  
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 Section 8.09 Adoption, Ratification and Confirmation. 

The Original Indenture, as supplemented and amended by this Fourth Supplemental Indenture is in all respects hereby adopted, ratified and
confirmed. 
 Section 8.10 Electronic Transmissions. 

The Company agrees that the Trustee shall have the right to accept and act upon instructions, including funds transfer instructions
(“Instructions”) given pursuant to the Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such
Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever a person is to be added or deleted from the listing. If the
Company elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Company
understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the
incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Company and all
Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company. The Trustee shall not be liable for any losses, costs
or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Company agrees:
(i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third
parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method or
methods selected by the Company; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to them a commercially reasonable degree of protection in light of its particular needs and
circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. “Electronic Means” shall mean the following communications methods: S.W.I.F.T., e-mail,
facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection
with its services under the Indenture. 

  
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 IN WITNESS WHEREOF, the parties have caused this Fourth Supplemental Indenture to be duly
executed as of the date first written above. 
  

							
	HASBRO, INC.
			
		 	By:	 	 /s/ Deborah M. Thomas

		 		 	Name:	 	Deborah M. Thomas
		 		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
			
		 	By:	 	 /s/ R. Tannas

		 		 	Name:	 	R. Tannas
		 		 	Title:	 	Vice President


 [Signature page to Fourth Supplemental Indenture] 







 EXHIBIT A 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY. 
 CUSIP: 418056 AT4 

ISSUE DATE: May 13, 2014 
 HASBRO, INC. 

3.150% NOTES DUE 2021 
  

			
	$300,000,000	  	No.: R-1    

 Hasbro Inc., a Rhode Island corporation (herein called the “Company”), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal sum of THREE HUNDRED MILLION DOLLARS ($300,000,000) or such other principal amount as shall be set forth on Schedule I hereto on May 15, 2021 and to pay
interest thereon at the rate of 3.150%, or as may be adjusted pursuant to the terms hereof, per annum from May 13, 2014 or from the most recent interest payment date to which interest has been paid or duly provided for, on May 15 and
November 15 of each year, commencing November 15, 2014 (each an “Interest Payment Date”), until the principal hereof is paid or made available for payment. 

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, except as provided in the Indenture
hereinafter referred to, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which will be the May 1 and November 1, as
the case may be, immediately preceding each Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and either may be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given


  
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to the Holders not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture. Payment of the
principal of and interest on this Note will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of principal and interest at maturity will be
made against presentation of this Note at the principal corporate trust office of the Trustee in New York, New York (the “Corporate Trust Office”) (or such other office as may be established pursuant to the Indenture), by check or
wire transfer. 
 All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Indenture
dated as of March 15, 2000 (the “Original Indenture”), as supplemented by the Fourth Supplemental Indenture dated as of May 13, 2014 (together with the Original Indenture, the “Indenture”), between the
Company and The Bank of New York Mellon Trust Company, National Association as trustee (herein called the “Trustee,” which term includes any successor Trustee under the Indenture). 

Reference is hereby made to the further provisions of this Note set forth on the reverse side hereof, which further provisions shall for all
purposes have the same effect as though fully set forth at this place. 
 Unless the certificate of authentication hereon has been executed
by the Trustee under the Indenture referred to on the reverse hereof by the manual signature of one of its authorized officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
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 IN WITNESS WHEREOF, the Company has caused this Note to be signed in its name by the manual or
facsimile signature of its Senior Vice President and Treasurer, under its corporate seal reproduced hereon and attested by the manual or facsimile signature of its Assistant Secretary. 

Date: May 13, 2014 
  

					
	HASBRO, INC.
		
	By:	 	  

		 	Name:	 	Martin Trueb
		 	Title:	 	Senior Vice President and Treasurer


 ATTEST: 
  

			
	  

	Name:	 	Tarrant L. Sibley
	Title:	 	Assistant Secretary

 Trustee’s Certificate of Authentication 

This is one of the Notes described in the Indenture. 

Dated: May 13, 2014 
  

					
	THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
			
		 	By:	 	  

		 		 	Authorized Signatory



  
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 (Reverse of Note) 

HASBRO, INC. 
 3.150% NOTES DUE
2021 
 1. Interest. The Company promises to pay interest on the principal amount of this Note at the rate per annum shown above, as may be
adjusted as set forth below. The Company will pay interest semiannually on May 15 and November 15 of each year, beginning November 15, 2014. Interest on the Notes will accrue from the most recent date to which interest has been paid
or, if no interest has been paid from May 13, 2014; provided, that, if there is no existing Event of Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 

2. Method of Payment. The Company will pay interest on the Notes (except defaulted interest) to the Persons who are the registered Holders of
the Notes at the close of business on the May 1 or November 1 next preceding the Interest Payment Date. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of
public and private debts. 
 3. Registrar and Agents. Initially, The Bank of New York Mellon Trust Company, National Association will act as
Registrar, Paying Agent and agent for service of notices and demands. The Company or any of its Subsidiaries may act as Paying Agent. The address of The Bank of New York Mellon Trust Company, National Association is 525 William Penn Place, 38th Floor, Pittsburgh, PA 15259. 
 4. Indenture; Limitations. The Company issued the Notes
under the Indenture dated as of March 15, 2000 (the “Original Indenture”, and as supplemented by the Fourth Supplemental Indenture dated as of May 13, 2014, the “Indenture”), between the Company and The
Bank of New York Mellon Trust Company, National Association, as trustee (in such capacity, the “Trustee”). Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, 15 U.S.C. ss.ss. 77aaa-77bbbb (the “TIA”), as in effect on the date of the Indenture. The Notes are
subject to all such terms, and the Holders of the Notes are referred to the Indenture and the TIA for a statement of them. 
 The Notes are
senior unsecured obligations of the Company ranking pari passu with all other unsecured and unsubordinated indebtedness of the Company from time to time outstanding. The Indenture imposes certain limitations on the ability of the Company to,
among other things, merge or consolidate with any other Person and sell, lease, transfer or otherwise dispose of all or substantially all of its properties or assets or to engage in Sale and Leaseback Transactions. 

  
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 5. Optional Redemption by the Company. Prior to March 15, 2021, the Notes will be
redeemable, in whole at any time or in part from time to time, at the Company’s option at a redemption price equal to the greater of: 
  

	 	(i)	100% of the principal amount of the Notes to be redeemed; and 

  

	 	(ii)	the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date
of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 15 basis points, 


plus, in either case, accrued and unpaid interest thereon to the redemption date. 

In addition, on and after March 15, 2021, the Notes will be redeemable, in whole at any time or in part from time to time, at the
Company’s option at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date. 

Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a
redemption date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the Regular Record Date according to the Notes and the Indenture. 

Notice of any redemption will be mailed (or with respect to global Securities, to the extent permitted or required by applicable Depositary
procedures or regulations, sent electronically) at least 30 days but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed by the Company or by the Trustee on the Company’s behalf; provided that
notice of redemption may be mailed or sent more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Notes. Unless the Company defaults in payment of the
redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by lot by the
Depositary, in the case of Notes represented by a global Security, or by the Trustee by a method the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by a global Security. Calculation of the redemption price
will be made by the Company or on the Company’s behalf by such Person as the Company shall designate; provided that such calculation or the correctness thereof shall not be a duty or obligation of the Trustee. 

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity
comparable to the remaining term (as measured from the date of redemption) of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of such Notes. 

  
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 “Comparable Treasury Price” means, with respect to any redemption date,
(i) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than four of such
Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation. 

“Quotation Agent” means any Reference Treasury Dealer appointed by the Company. 

“Reference Treasury Dealer” means (i) each of Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated (or their respective affiliates that are Primary Treasury Dealers) and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a
“Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer, and (ii) at least two other Primary Treasury Dealers selected by the Company. 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer
at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date. 
 “Treasury Rate” means, with
respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal
to the Comparable Treasury Price for such redemption date. 
 6. Change of Control Repurchase Event. If a Change of Control Repurchase Event
occurs, unless the Company has exercised its right to redeem the Notes, the Company will make an offer to each holder of Notes to repurchase all or any part (in integral multiples of $1,000) of that Holder’s Notes at a repurchase price in cash
equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to the date of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the Company’s
option, prior to any Change of Control, but after the public announcement of an impending Change of Control, the Company will mail (or with respect to global Securities, to the extent permitted or required by applicable Depositary procedures or
regulations, send electronically) a notice to each holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Notes on the
payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the
offer to repurchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. 

The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended, and any other securities
laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or
regulations conflict with the Change of Control Repurchase Event 

  
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provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase
Event provisions of the Notes by virtue of such conflict. 
 On the Change of Control Repurchase Event payment date, the Company will, to
the extent lawful: 
  

	 	(i)	accept for payment all Notes or portions of Notes (in integral multiples of $1,000) properly tendered pursuant to the Company’s offer; 


 

	 	(ii)	deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and 


 

	 	(iii)	deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased by the Company. 


The Paying Agent will promptly mail to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note will be in a principal amount of $2,000 or an
integral multiple of $1,000 above that amount. 
 The Company will not be required to make an offer to repurchase the Notes upon a Change of
Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn
under its offer. 
 “Below Investment Grade Rating Event” means the Notes are rated below Investment Grade by all the
Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be
extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular
reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event) if any of
the Rating Agencies making the reduction in rating to that would otherwise be recognized by this definition does not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part,
of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).


  
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 “Change of Control” means the occurrence of any of the following: 

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in
one or a series of related transactions, of all or substantially all of the Company’s properties or assets and those of the Company’s Subsidiaries taken as a whole to any “person” or “group” (as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than the Company or one of its Subsidiaries; 

(2) the adoption of a plan relating to the Company’s liquidation or dissolution; 

(3) the first day on which a majority of the members of the Company’s Board of Directors are not Continuing Directors; or

 (4) the consummation of any transaction or series of related transactions (including, without limitation, any merger or
consolidation) the result of which is that any “person” or “group” (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than the Company or one of its wholly-owned
Subsidiaries, becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Company’s Voting Stock, measured by voting power rather than number of shares; provided that a merger
shall not constitute a “change of control” under this definition if (i) the sole purpose of the merger is the Company’s reincorporation in another state and (ii) the Company’s shareholders and the number of shares of
the Company’s Voting Stock, measured by voting power and number of shares, owned by each of them immediately before and immediately following such merger are identical. 

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating
Event. 
 “Continuing Directors” means, as of any date of determination, any member of the Company’s Board of
Directors who (1) was a member of such Board of Directors on the date of the issuance of the Notes; or (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who
were members of such Board of Directors at the time of such nomination or election (either by a specific vote or by approval of the Company’s proxy statement in which such member was named as a nominee for election as a director). 

“Fitch” means Fitch Inc., a subsidiary of Fimalac, S.A., and its successors. 

“Investment Grade” means a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of
Fitch), Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) or the equivalent
investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company. 

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors. 


  
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 “Rating Agency” means (1) any Fitch, Moody’s and S&P; and
(2) if any of Fitch, Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating
organization” within the meaning of Section 3(a)(62) under the Securities Exchange Act of 1934, as amended, selected by the Company as a replacement agency for Fitch, Moody’s or S&P, as the case may be. 

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its
successors. 
 “Voting Stock” means, with respect to any person, capital stock of any class or kind the holders of which
are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such person, even if the right so to vote has been suspended by the happening of such a contingency. 

7. Convertibility. The Notes are not Convertible Debt Securities. 

8. Sinking Fund. The Notes are not subject to any sinking fund. 

9. Governing Law. The Notes and the Indenture shall be deemed to be contracts made under the laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of said state. 
 10. Defeasance and Covenant Defeasance. In accordance with
Section 5.03 of the Indenture, the Company may elect under certain conditions either (A) to defease and be discharged from any and all obligations with respect to the Notes (except as otherwise provided in the Indenture)
(“defeasance”) or (B) with respect to such Notes, to be released from its obligations with respect to such Notes relating to restrictions on secured debt and restrictions on Sale and Leaseback Transactions, pursuant to Sections
10.09 and 10.10 of the Original Indenture, respectively, (“covenant defeasance”), upon the irrevocable deposit with the Trustee, in trust for such purpose, of money, and/or U.S. Government Obligations which through the payment of
principal and interest in accordance with their terms will provide money in an amount sufficient to pay the principal of and interest, if any, on such Notes on the scheduled due dates therefor. Such a trust may only be established if, among other
things, the Company has delivered to the Trustee an Opinion of Counsel to the effect that (i) the Holders of such Notes will not recognize income, gain or loss, for federal income tax purposes as a result of such defeasance or covenant
defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance or covenant defeasance had not occurred (such opinion, in the case of defeasance under
clause (A) above, must refer to and be based upon a ruling of the Internal Revenue Service) and (ii) if the deposit referred to above shall include U.S. Government Obligations, such deposit shall not result in the Company, the Trustee or
such trust being regulated as an “investment company,” under the Investment Company Act of 1940, as amended. 
 11. Denominations,
Transfer, Exchange. The Notes shall be known and designated as the “3.150% Notes due 2021.” The initial maximum aggregate principal amount of the Notes that may be authenticated and delivered under the Fourth Supplemental Indenture shall
not exceed 

  
 A-9 








 
$300,000,000 except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, Notes pursuant to Section 2.02, 3.04, 3.05, 3.06 or 9.05 of the
Original Indenture (unless the issue of this series of Notes is “reopened” by issuing additional Notes of such series (the “Additional Notes”)), in an amount or amounts and registered in the names of such Persons as shall
be set forth in any written order of the Company for the authentication and delivery of the Notes pursuant to Section 3.03 of the Original Indenture. The Notes are issuable in registered form without coupons in denominations of $2,000 principal
amount and integral multiples of $1,000 thereof. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. 

12. Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes. 

13. Amendment and Waiver. Subject to certain exceptions, without notice to the Holders of the Notes, the Indenture or the Notes may be amended
with the consent of (i) the Holders of not less than a majority in principal amount of the Outstanding Securities, or (ii) in case less than all of the several series of Outstanding Securities are affected by such amendment, the Holders of not
less than a majority in principal amount of each series so affected voting as a single class; and any existing default or compliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the Notes then
outstanding. Without the consent of or notice to any Holder of Notes, the Company may amend the Indenture or the Notes to, among other things, cure any ambiguity, to correct or supplement any provision of the Indenture which may be defective or
inconsistent with any other provision of the Indenture, or make any other provisions with respect to matters or questions arising under the Indenture, provided that such other provision does not adversely affect the interests of the Holders in any
material respect. 
 14. Defaults and Remedies. If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee
or the Holders of at least 25% in principal amount of Notes may declare all the Notes to be due and payable immediately in the manner and with the effect provided in the Indenture. Holders of Notes may not enforce the Indenture or the Notes except
as provided in the Indenture. The Trustee may require indemnity satisfactory to it, subject to the provisions of the TIA, before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the
Notes then outstanding may direct the Trustee in writing in its exercise of any trust or power with respect to the Notes. 
 15. Trustee
Dealings with the Company. The Bank of New York Mellon Trust Company, National Association, the Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or
its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee. 
 16. No Recourse Against Others. No
stockholder, director, officer or incorporator, as such, past, present or future, of the Company or any successor corporation or trust shall have any liability for any obligation of the Company under the Notes or the Indenture or for any claim based
on, in respect of or by reason of, such obligations or their creation. Each Holder of a Note by accepting a Note waives and releases all such liability. This waiver and release are part of the consideration for the issuance of the Notes. 

  
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 17. Authentication. This Note shall not be valid until the Trustee signs the certificate of
authentication on the other side of this Note. 
 18. Abbreviations. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with rights of survivorship and not as tenants in common), CUST (= Custodian), AND U/G/M/A (= Uniform Gifts to Minors Act). 

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: Hasbro, Inc.
1027 Newport Avenue, Pawtucket, Rhode Island 02861, Attention: General Counsel. 

  
 A-11 








 ASSIGNMENT FORM 

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto 

PLEASE INSERT SOCIAL SECURITY OR 
 OTHER IDENTIFYING NUMBER OF
ASSIGNEE 
  

			
	 	  	
	 	  	 

 PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE 

 

			
	  

	
	  

	
	  


 the within Note and all rights thereunder, hereby irrevocably constituting and appointing
                                         attorney
to transfer said Note on the books of the Company, with full power of substitution in the premises. 
  

			
	Dated:	 	  

		
	Signature:	 	  


  

			
	NOTICE:	  	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

 Signature Guarantee: 

SIGNATURE GUARANTEE 
 Signatures
must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such
other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

  
 A-12 








 Schedule I 

SCHEDULE OF TRANSFERS AND EXCHANGES 

The following increases or decreases in Principal Amount of this Global Security have been made: 

 

									
	 Date of Exchange
	  	Amount of Decrease in
Principal Amount of
this Global Security	  	Amount of Increase in
Principal Amount of
this Global Security	  	Principal Amount of this
Global Security
following such Decrease
or Increase	  	Signature of
Authorized
Signatory of trustee
or Custodian
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	


  
 A-13 








 EXHIBIT B 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY. 
 CUSIP: 418056 AU1 

ISSUE DATE: May 13, 2014 
 HASBRO, INC. 

5.100% NOTES DUE 2044 
  

			
	$300,000,000	  	No.: R-1    

 Hasbro Inc., a Rhode Island corporation (herein called the “Company”), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal sum of THREE HUNDRED MILLION DOLLARS ($300,000,000) or such other principal amount as shall be set forth on Schedule I hereto on May 15, 2044 and to pay
interest thereon at the rate of 5.100%, or as may be adjusted pursuant to the terms hereof, per annum from May 13, 2014 or from the most recent interest payment date to which interest has been paid or duly provided for, on May 15 and
November 15 of each year, commencing November 15, 2014 (each an “Interest Payment Date”), until the principal hereof is paid or made available for payment. 

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, except as provided in the Indenture
hereinafter referred to, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which will be the May 1 and November 1, as
the case may be, immediately preceding each Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and either may be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given


  
 B-1 








 
to the Holders not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture. Payment of the
principal of and interest on this Note will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of principal and interest at maturity will be
made against presentation of this Note at the principal corporate trust office of the Trustee in New York, New York (the “Corporate Trust Office”) (or such other office as may be established pursuant to the Indenture), by check or
wire transfer. 
 All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Indenture
dated as of March 15, 2000 (the “Original Indenture”), as supplemented by the Fourth Supplemental Indenture dated as of May 13, 2014 (together with the Original Indenture, the “Indenture”), between the
Company and The Bank of New York Mellon Trust Company, National Association as trustee (herein called the “Trustee,” which term includes any successor Trustee under the Indenture). 

Reference is hereby made to the further provisions of this Note set forth on the reverse side hereof, which further provisions shall for all
purposes have the same effect as though fully set forth at this place. 
 Unless the certificate of authentication hereon has been executed
by the Trustee under the Indenture referred to on the reverse hereof by the manual signature of one of its authorized officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
 B-2 








 IN WITNESS WHEREOF, the Company has caused this Note to be signed in its name by the manual or
facsimile signature of its Senior Vice President and Treasurer, under its corporate seal reproduced hereon and attested by the manual or facsimile signature of its Assistant Secretary. 

Date: May 13, 2014 
  

					
	HASBRO, INC.
		
	By:	 	  

		 	Name:	 	Martin Trueb
		 	Title:	 	Senior Vice President and Treasurer


  

			
	ATTEST:
	
	  

	Name:	 	Tarrant L. Sibley
	Title:	 	Assistant Secretary

 Trustee’s Certificate of Authentication 

This is one of the Notes described in the Indenture. 

Dated: May 13, 2014 
  

					
	THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
			
		 	By:	 	  

		 		 	Authorized Signatory



  
 B-3 








 (Reverse of Note) 

HASBRO, INC. 
 5.100% NOTES DUE
2044 
 1. Interest. The Company promises to pay interest on the principal amount of this Note at the rate per annum shown above, as may be
adjusted as set forth below. The Company will pay interest semiannually on May 15 and November 15 of each year, beginning November 15, 2014. Interest on the Notes will accrue from the most recent date to which interest has been paid
or, if no interest has been paid from May 13, 2014; provided, that, if there is no existing Event of Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 

2. Method of Payment. The Company will pay interest on the Notes (except defaulted interest) to the Persons who are the registered Holders of
the Notes at the close of business on the May 1 or November 1 next preceding the Interest Payment Date. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of
public and private debts. 
 3. Registrar and Agents. Initially, The Bank of New York Mellon Trust Company, National Association will act as
Registrar, Paying Agent and agent for service of notices and demands. The Company or any of its Subsidiaries may act as Paying Agent. The address of The Bank of New York Mellon Trust Company, National Association is 525 William Penn Place, 38th Floor, Pittsburgh, PA 15259. 
 4. Indenture; Limitations. The Company issued the Notes
under the Indenture dated as of March 15, 2000 (the “Original Indenture”, and as supplemented by the Fourth Supplemental Indenture dated as of May 13, 2014, the “Indenture”), between the Company and The
Bank of New York Mellon Trust Company, National Association, as trustee (in such capacity, the “Trustee”). Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, 15 U.S.C. ss.ss. 77aaa-77bbbb (the “TIA”), as in effect on the date of the Indenture. The Notes are
subject to all such terms, and the Holders of the Notes are referred to the Indenture and the TIA for a statement of them. 
 The Notes are
senior unsecured obligations of the Company ranking pari passu with all other unsecured and unsubordinated indebtedness of the Company from time to time outstanding. The Indenture imposes certain limitations on the ability of the Company to,
among other things, merge or consolidate with any other Person and sell, lease, transfer or otherwise dispose of all or substantially all of its properties or assets or to engage in Sale and Leaseback Transactions. 

  
 B-4 








 5. Optional Redemption by the Company. Prior to November 15, 2043, the Notes will be
redeemable, in whole at any time or in part from time to time, at the Company’s option at a redemption price equal to the greater of: 
  

	 	(i)	100% of the principal amount of the Notes to be redeemed; and 

  

	 	(ii)	the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date
of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 25 basis points, 


plus, in either case, accrued and unpaid interest thereon to the redemption date. 

In addition, on and after November 15, 2043, the Notes will be redeemable, in whole at any time or in part from time to time, at the
Company’s option at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date. 

Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a
redemption date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the Regular Record Date according to the Notes and the Indenture. 

Notice of any redemption will be mailed (or with respect to global Securities, to the extent permitted or required by applicable Depositary
procedures or regulations, sent electronically) at least 30 days but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed by the Company or by the Trustee on the Company’s behalf; provided that
notice of redemption may be mailed or sent more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Notes. Unless the Company defaults in payment of the
redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by lot by the
Depositary, in the case of Notes represented by a global Security, or by the Trustee by a method the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by a global Security. Calculation of the redemption price
will be made by the Company or on the Company’s behalf by such Person as the Company shall designate; provided that such calculation or the correctness thereof shall not be a duty or obligation of the Trustee. 

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity
comparable to the remaining term (as measured from the date of redemption) of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of such Notes. 

  
 B-5 








 “Comparable Treasury Price” means, with respect to any redemption date,
(i) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than four of such
Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation. 

“Quotation Agent” means any Reference Treasury Dealer appointed by the Company. 

“Reference Treasury Dealer” means (i) each of Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated (or their respective affiliates that are Primary Treasury Dealers) and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a
“Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer, and (ii) at least two other Primary Treasury Dealers selected by the Company. 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer
at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date. 
 “Treasury Rate” means, with
respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal
to the Comparable Treasury Price for such redemption date. 
 6. Change of Control Repurchase Event. If a Change of Control Repurchase Event
occurs, unless the Company has exercised its right to redeem the Notes, the Company will make an offer to each holder of Notes to repurchase all or any part (in integral multiples of $1,000) of that Holder’s Notes at a repurchase price in cash
equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to the date of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the Company’s
option, prior to any Change of Control, but after the public announcement of an impending Change of Control, the Company will mail (or with respect to global Securities, to the extent permitted or required by applicable Depositary procedures or
regulations, send electronically) a notice to each holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Notes on the
payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the
offer to repurchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. 

The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended, and any other securities
laws and regulations thereunder, to 

  
 B-6 








 
the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any
securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under
the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. 
 On the Change of Control Repurchase Event
payment date, the Company will, to the extent lawful: 
  

	 	(i)	accept for payment all Notes or portions of Notes (in integral multiples of $1,000) properly tendered pursuant to the Company’s offer; 


 

	 	(ii)	deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and 


 

	 	(iii)	deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased by the Company. 


The Paying Agent will promptly mail to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note will be in a principal amount of $2,000 or an
integral multiple of $1,000 above that amount. 
 The Company will not be required to make an offer to repurchase the Notes upon a Change of
Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn
under its offer. 
 “Below Investment Grade Rating Event” means the Notes are rated below Investment Grade by all the
Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be
extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular
reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event) if any of
the Rating Agencies making the reduction in rating to that would otherwise be recognized by this definition does not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part,
of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).


  
 B-7 








 “Change of Control” means the occurrence of any of the following: 

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in
one or a series of related transactions, of all or substantially all of the Company’s properties or assets and those of the Company’s Subsidiaries taken as a whole to any “person” or “group” (as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than the Company or one of its Subsidiaries; 

(2) the adoption of a plan relating to the Company’s liquidation or dissolution; 

(3) the first day on which a majority of the members of the Company’s Board of Directors are not Continuing
Directors; or 
 (4) the consummation of any transaction or series of related transactions (including, without
limitation, any merger or consolidation) the result of which is that any “person” or “group” (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than the Company or one of its
wholly-owned Subsidiaries, becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Company’s Voting Stock, measured by voting power rather than number of shares; provided
that a merger shall not constitute a “change of control” under this definition if (i) the sole purpose of the merger is the Company’s reincorporation in another state and (ii) the Company’s shareholders and the number
of shares of the Company’s Voting Stock, measured by voting power and number of shares, owned by each of them immediately before and immediately following such merger are identical. 

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating
Event. 
 “Continuing Directors” means, as of any date of determination, any member of the Company’s Board of
Directors who (1) was a member of such Board of Directors on the date of the issuance of the Notes; or (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who
were members of such Board of Directors at the time of such nomination or election (either by a specific vote or by approval of the Company’s proxy statement in which such member was named as a nominee for election as a director). 

“Fitch” means Fitch Inc., a subsidiary of Fimalac, S.A., and its successors. 

“Investment Grade” means a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of
Fitch), Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) or the equivalent
investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company. 

  
 B-8 








 “Moody’s” means Moody’s Investors Service, Inc., a subsidiary of
Moody’s Corporation, and its successors. 
 “Rating Agency” means (1) any Fitch, Moody’s and S&P; and
(2) if any of Fitch, Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating
organization” within the meaning of Section 3(a)(62) under the Securities Exchange Act of 1934, as amended, selected by the Company as a replacement agency for Fitch, Moody’s or S&P, as the case may be. 

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its
successors. 
 “Voting Stock” means, with respect to any person, capital stock of any class or kind the holders of which
are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such person, even if the right so to vote has been suspended by the happening of such a contingency. 

7. Convertibility. The Notes are not Convertible Debt Securities. 

8. Sinking Fund. The Notes are not subject to any sinking fund. 

9. Governing Law. The Notes and the Indenture shall be deemed to be contracts made under the laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of said state. 
 10. Defeasance and Covenant Defeasance. In accordance with
Section 5.03 of the Indenture, the Company may elect under certain conditions either (A) to defease and be discharged from any and all obligations with respect to the Notes (except as otherwise provided in the Indenture)
(“defeasance”) or (B) with respect to such Notes, to be released from its obligations with respect to such Notes relating to restrictions on secured debt and restrictions on Sale and Leaseback Transactions, pursuant to Sections
10.09 and 10.10 of the Original Indenture, respectively, (“covenant defeasance”), upon the irrevocable deposit with the Trustee, in trust for such purpose, of money, and/or U.S. Government Obligations which through the payment of
principal and interest in accordance with their terms will provide money in an amount sufficient to pay the principal of and interest, if any, on such Notes on the scheduled due dates therefor. Such a trust may only be established if, among other
things, the Company has delivered to the Trustee an Opinion of Counsel to the effect that (i) the Holders of such Notes will not recognize income, gain or loss, for federal income tax purposes as a result of such defeasance or covenant
defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance or covenant defeasance had not occurred (such opinion, in the case of defeasance under
clause (A) above, must refer to and be based upon a ruling of the Internal Revenue Service) and (ii) if the deposit referred to above shall include U.S. Government Obligations, such deposit shall not result in the Company, the Trustee or
such trust being regulated as an “investment company,” under the Investment Company Act of 1940, as amended. 

  
 B-9 








 11. Denominations, Transfer, Exchange. The Notes shall be known and designated as the
“5.100% Notes due 2044.” The initial maximum aggregate principal amount of the Notes that may be authenticated and delivered under the Fourth Supplemental Indenture shall not exceed $300,000,000 except for Notes authenticated and delivered
upon registration or transfer of, or in exchange for, or in lieu of, Notes pursuant to Section 2.02, 3.04, 3.05, 3.06 or 9.05 of the Original Indenture (unless the issue of this series of Notes is “reopened” by issuing additional
Notes of such series (the “Additional Notes”)), in an amount or amounts and registered in the names of such Persons as shall be set forth in any written order of the Company for the authentication and delivery of the Notes pursuant
to Section 3.03 of the Original Indenture. The Notes are issuable in registered form without coupons in denominations of $2,000 principal amount and integral multiples of $1,000 thereof. The Registrar may require a Holder, among other things,
to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. 

12. Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes. 

13. Amendment and Waiver. Subject to certain exceptions, without notice to the Holders of the Notes, the Indenture or the Notes may be amended
with the consent of (i) the Holders of not less than a majority in principal amount of the Outstanding Securities, or (ii) in case less than all of the several series of Outstanding Securities are affected by such amendment, the Holders of not
less than a majority in principal amount of each series so affected voting as a single class; and any existing default or compliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the Notes then
outstanding. Without the consent of or notice to any Holder of Notes, the Company may amend the Indenture or the Notes to, among other things, cure any ambiguity, to correct or supplement any provision of the Indenture which may be defective or
inconsistent with any other provision of the Indenture, or make any other provisions with respect to matters or questions arising under the Indenture, provided that such other provision does not adversely affect the interests of the Holders in any
material respect. 
 14. Defaults and Remedies. If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee
or the Holders of at least 25% in principal amount of Notes may declare all the Notes to be due and payable immediately in the manner and with the effect provided in the Indenture. Holders of Notes may not enforce the Indenture or the Notes except
as provided in the Indenture. The Trustee may require indemnity satisfactory to it, subject to the provisions of the TIA, before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the
Notes then outstanding may direct the Trustee in writing in its exercise of any trust or power with respect to the Notes. 
 15. Trustee
Dealings with the Company. The Bank of New York Mellon Trust Company, National Association, the Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or
its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee. 

  
 B-10 








 16. No Recourse Against Others. No stockholder, director, officer or incorporator, as such, past,
present or future, of the Company or any successor corporation or trust shall have any liability for any obligation of the Company under the Notes or the Indenture or for any claim based on, in respect of or by reason of, such obligations or their
creation. Each Holder of a Note by accepting a Note waives and releases all such liability. This waiver and release are part of the consideration for the issuance of the Notes. 

17. Authentication. This Note shall not be valid until the Trustee signs the certificate of authentication on the other side of this Note.

 18. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common),
TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with rights of survivorship and not as tenants in common), CUST (= Custodian), AND U/G/M/A (= Uniform Gifts to Minors Act). 

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: Hasbro, Inc.
1027 Newport Avenue, Pawtucket, Rhode Island 02861, Attention: General Counsel. 

  
 B-11 








 ASSIGNMENT FORM 

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto 

PLEASE INSERT SOCIAL SECURITY OR 
 OTHER IDENTIFYING NUMBER OF
ASSIGNEE 
  

			
	 	  	
	 	  	 

 PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE 

 

	
	  

	
	  

	
	  


 the within Note and all rights thereunder, hereby irrevocably constituting and appointing
                                         attorney
to transfer said Note on the books of the Company, with full power of substitution in the premises. 
  

			
	Dated:	 	  

		
	Signature:	 	  


  

			
	NOTICE:	  	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

 Signature Guarantee: 

SIGNATURE GUARANTEE 
 Signatures
must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such
other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

  
 B-12 








 Schedule I 

SCHEDULE OF TRANSFERS AND EXCHANGES 

The following increases or decreases in Principal Amount of this Global Security have been made: 

 

									
	 Date of Exchange
	  	Amount of Decrease in
Principal Amount of
this Global Security	  	Amount of Increase in
Principal Amount of
this Global Security	  	Principal Amount of this
Global Security
following such Decrease
or Increase	  	Signature of
Authorized
Signatory of trustee
or Custodian
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	


  
 B-13