Schedule 14a information


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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only

(as permitted by Rule 14a-6 (e) (2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-12
HASBRO, INC.

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(Name of Registrant as Specified In Its Charter)


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(Name of Person (s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed

pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the

filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule

0-11(a) (2) and identify the filing for which the offsetting fee was paid

previously. Identify the previous filing by registration statement number,

or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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1
HASBRO, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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TIME:

10:00 a.m. local time
DATE:

Wednesday, May 15, 2002
PLACE:

Hasbro's Offices

1027 Newport Avenue

Pawtucket, RI 02862
PURPOSE:
- Elect four directors to terms expiring in 2005.
- Consider and vote upon a shareholder proposal entitled "Repeal Classified

Board".
- Consider and vote upon a shareholder proposal entitled "Hasbro-Global

Human Rights Standards".
- Transact such other business as may properly come before the meeting and

any adjournment or postponement of the meeting.
OTHER IMPORTANT INFORMATION:
- Hasbro's Board of Directors recommends that you vote your shares "FOR"

each of the nominees for director and "AGAINST" the "Repeal Classified

Board" and "Hasbro-Global Human Rights Standards" resolutions.
- Shareholders of record of Hasbro common stock at the close of business on

March 22, 2002 may vote at the meeting.
- You are cordially invited to attend the meeting to vote your shares in

person. If you are not able to do so, you may vote by Internet, by

telephone or by mail. See the enclosed proxy card and proxy statement for

specific instructions. PLEASE VOTE YOUR SHARES.
By Order of the Board of Directors
Barry Nagler

Secretary
Dated: April 4, 2002
HASBRO, INC.

1027 NEWPORT AVENUE

PAWTUCKET, RHODE ISLAND 02862

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PROXY STATEMENT

2002 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 15, 2002

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING
Q: WHY AM I RECEIVING THESE MATERIALS?
A: The Board of Directors (the "Board") of Hasbro, Inc. (sometimes referred to

as the "Company" or "Hasbro") is sending these proxy materials to you on or

about April 4, 2002 in connection with Hasbro's annual meeting of shareholders

which will take place on May 15, 2002 at Hasbro's offices, 1027 Newport Avenue,

Pawtucket, RI 02862. The information included in this proxy statement relates to

the proposals to be voted on at the meeting, the voting process, the

compensation of directors and our most highly paid executive officers, and

certain other required information. Our 2001 Annual Report is also enclosed.
Q: WHAT PROPOSALS WILL BE VOTED ON AT THE MEETING?
A: There are three proposals scheduled to be voted on at the meeting:
- The election of directors.
- A shareholder proposal entitled "Repeal Classified Board".
- A shareholder proposal entitled "Hasbro-Global Human Rights Standards".
Q: WHAT SHARES OWNED BY ME CAN BE VOTED?
A: All shares owned by you as of March 22, 2002, the Record Date, may be voted

by you. These shares include those (1) held directly in your name as the

shareholder of record, including shares purchased through Hasbro's Dividend

Reinvestment and Cash Stock Purchase Program and (2) held for you as the

beneficial owner through a stockbroker, bank or other nominee.
Q: WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF RECORD AND

AS A BENEFICIAL OWNER?
A: Most Hasbro shareholders hold their shares through a stockbroker, bank or

other nominee rather than directly in their own name. As summarized below, there

are some distinctions between shares held of record and those owned

beneficially.
SHAREHOLDER OF RECORD
If your shares are registered directly in your name with Hasbro's Transfer

Agent, EquiServe Trust Company, N.A. ("EquiServe"), you are considered, with

respect to those shares, the shareholder of record, and these proxy materials

are being sent directly to you by EquiServe on behalf of Hasbro. As the

shareholder of record, you have the right to grant your voting proxy directly to

Hasbro or to vote in person at the meeting. Hasbro has enclosed a proxy card for

you to use.
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BENEFICIAL OWNER
If your shares are held in a stock brokerage account or by a bank or other

nominee, you are considered the beneficial owner of shares held in street name

and the proxy materials are being sent to you by your broker or nominee who is

considered, with respect to those shares, the shareholder of record. As the

beneficial owner, you have the right to direct your broker or nominee on how to

vote and are also invited to attend the meeting. However, since you are not the

shareholder of record, you may not vote these shares in person at the meeting

unless you receive a proxy from your broker or nominee. Your broker or nominee

has enclosed a voting instruction card for you to use. If you wish to attend the

meeting and vote in person, please mark the box on the voting instruction card

received from your broker or nominee and return it to them so that you receive a

legal proxy to present at the meeting.
Q: HOW CAN I VOTE MY SHARES IN PERSON AT THE MEETING?
A: Shares held directly in your name as the shareholder of record may be voted

in person at the annual meeting. If you choose to do so, please bring the

enclosed proxy card and proof of identification. Shares beneficially owned may

be voted by you if you receive and present at the meeting a proxy from your

broker or nominee, together with proof of identification. Even if you plan to

attend the annual meeting, we recommend that you also submit your proxy as

described below so that your vote will be counted if you later decide not to

attend the meeting.
Q: HOW CAN I VOTE MY SHARES WITHOUT ATTENDING THE MEETING?
A: Whether you hold shares directly as the shareholder of record or

beneficially in street name, you may direct your vote without attending the

meeting. You may vote by granting a proxy or, for shares held in street name, by

submitting voting instructions to your broker or nominee. In most instances, you

will be able to do this over the Internet, by telephone or by mail. Please refer

to the summary instructions below and those included on your proxy card or, for

shares held in street name, the voting instruction card included by your broker

or nominee.
BY INTERNET -- If you have Internet access, you may submit your proxy from

any location in the world by following the "Vote by Internet" instructions on

the proxy card.
BY TELEPHONE -- You may submit your proxy by following the "Vote by

Telephone" instructions on the proxy card.
BY MAIL -- You may do this by marking, dating and signing your proxy card

or, for shares held in street name, the voting instruction card provided by your

broker or nominee and mailing it in the enclosed, self-addressed, postage

prepaid envelope. No postage is required if mailed in the United States.
Q: HOW ARE VOTES COUNTED?
A: Each share of Common Stock entitles its holder to one vote on all matters to

come before the meeting, including the election of directors. In the election of

directors, you may vote "FOR" all of the nominees or your vote may be "WITHHELD"

with respect to one or more of the nominees. For the other proposals, you may

vote "FOR", "AGAINST" or "ABSTAIN". If you "ABSTAIN", it has the same effect as

a vote "AGAINST". If you sign your proxy card or broker voting instruction card

with no instructions, your shares will be voted in accordance with the

recommendations of the Board.
Q: CAN I CHANGE MY VOTE?
A: You may change your proxy instructions at any time prior to the vote at the

meeting. For shares held directly in your name, you may accomplish this by

granting another proxy that is properly signed and bears a later date, by

sending a properly signed written notice to the Secretary of the Company or by

attending the meeting and voting in person. To revoke a proxy previously

submitted by telephone or through the Internet,

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you may simply vote again at a later date, using the same procedures, in which

case your later submitted vote will be recorded and your earlier vote revoked.

Attendance at the meeting will not cause your previously granted proxy to be

revoked unless you specifically so request. For shares held beneficially by you,

you may accomplish this by submitting new voting instructions to your broker or

nominee.
Q: WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY OR VOTING INSTRUCTION

CARD?
A: It means your shares are registered differently or are in more than one

account. Please provide voting instructions for all proxy and voting instruction

cards you receive.
Q: HOW CAN I ATTEND THE MEETING?
A: You may attend the meeting if you are listed as a shareholder of record as

of March 22, 2002 and bring proof of identification. If you hold your shares

through a broker or other nominee, you will need to provide proof of ownership

by bringing either a copy of a brokerage statement showing your share ownership

as of March 22, 2002 or a legal proxy if you wish to vote your shares in person

at the meeting. In addition to the items mentioned above, you should bring proof

of identification.
Q: WHERE CAN I FIND THE VOTING RESULTS OF THE MEETING?
A: We will announce preliminary voting results at the meeting and publish final

results in our quarterly report on Form 10-Q for the second quarter of fiscal

2002.
Q: WHAT IS THE QUORUM FOR THE MEETING?
A: Holders of record (the "Shareholders") of the common stock, par value $.50

per share, of the Company (the "Common Stock") on March 22, 2002 are entitled to

vote at the meeting or any adjournments thereof. As of that date there were

173,067,819 shares of Common Stock outstanding and entitled to vote and a

majority of the outstanding shares will constitute a quorum for the transaction

of business at the meeting.
Q: HOW DO PARTICIPANTS IN THE RETIREMENT SAVINGS PLAN VOTE THEIR SHARES?
A: If your account in the Retirement Savings Plan has units of the Hasbro Stock

Fund, the accompanying proxy card indicates the number of shares of Common Stock

beneficially owed by you under the symbol "401". When a participant proxy card

is returned properly signed and completed, Fidelity Management Trust Company

(the "Trustee") will vote the participant's shares in the manner directed by the

participant. If the participant makes no directions, the Trustee will not vote

the shares.
Q: WHAT HAPPENS IF I HAVE CONSENTED TO ELECTRONIC DELIVERY OF THE PROXY

STATEMENT AND OTHER ANNUAL MEETING MATERIALS?
A: If you have consented to electronic delivery of the annual meeting materials

you will receive an email notice with instructions on how to access the proxy

statement and annual report on the Company's website, or in the case of the

proxy card, on EquiServe's website. The notice will also inform you how to vote

your proxy over the Internet. You will receive this email notice at the time

paper copies of the annual meeting materials are mailed to nonconsenting

shareholders. Even if you have consented to electronic delivery of the annual

meeting materials, you may still receive a paper copy of the notice of the

annual meeting. Your consent to receive the annual meeting materials

electronically will remain in effect until you specify otherwise.
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ELECTION OF DIRECTORS

(PROPOSAL NO. 1)
Four directors are to be elected at the annual meeting to terms expiring in

2005. The Board has recommended as nominees for election as directors the first

four persons named in the table below. All of the nominees except Basil L.

Anderson are currently directors of the Company. Sylvia K. Hassenfeld and Norma

T. Pace, whose terms as directors expire at this annual meeting, are retiring

and are not standing for re-election. The shareholders are not being asked to

elect a fifth director to the class of directors being elected at the annual

meeting. The proxies cannot be voted for more than four directors at the annual

meeting. Following the annual meeting the Board plans to reduce the total number

of directors from fourteen to thirteen. The Board is divided into three classes.

The terms of the nine remaining directors expire in 2003 and 2004. Unless
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