Schedule 14a information


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NameSchedule 14a information
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otherwise specified in the accompanying proxy, the shares voted pursuant thereto

will be cast for the persons named below as nominees for election as directors.

If, for any reason, any of the nominees named below should be unable to serve as

a director, it is intended that such proxy will be voted for the election, in

his place, of a substituted nominee who would be recommended by management.

Management, however, has no reason to believe that any nominee named below will

be unable to serve as a director.
The following tables set forth as to each nominee and as to each incumbent

director whose term of office extends to 2003 and 2004 and who is, therefore,

not a nominee for election as a director at this annual meeting: (i) his or her

age; (ii) all positions and offices with the Company; (iii) principal occupation

or employment during the past five years; (iv) other directorships of publicly

held companies or investment companies; and (v) period of service as a director

of the Company. Except as otherwise indicated, each person has had the same

principal occupation or employment during the past five years.

POSITIONS WITH COMPANY, HAS BEEN

PRINCIPAL OCCUPATION AND A DIRECTOR TERM

NAME AGE OTHER DIRECTORSHIPS SINCE EXPIRES

---- --- ------------------------ ---------- -------
Nominees for Terms Expiring in 2005
Basil L. Anderson.................... 57 Vice Chairman, Staples, Inc. Nominee *

(operates a chain of office

supply stores) since 2001. Prior

thereto, Executive Vice

President-Finance and Chief

Financial Officer of Campbell

Soup Company since 1996.

Director, Staples, Inc.

E. Gordon Gee........................ 58 Chancellor, Vanderbilt University 1999 *

since 2000. Prior thereto,

President, Brown University from

1998 to 2000. Prior thereto,

President, The Ohio State

University. Director, Allmerica

Financial Inc., Dollar General,

Inc., Intimate Brands Inc., The

Limited, Inc. and Massey Energy,

Inc.

E. John Rosenwald, Jr................ 71 Vice Chairman, Bear, Stearns & 1983 *

Co. Inc. (investment bankers)

since 1997. Prior thereto, Vice

Chairman, The Bear Stearns

Companies, Inc. Director, Bear,

Stearns & Co. Inc.
---------------

* Nominee
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POSITIONS WITH COMPANY, HAS BEEN

PRINCIPAL OCCUPATION AND A DIRECTOR TERM

NAME AGE OTHER DIRECTORSHIPS SINCE EXPIRES

---- --- ------------------------ ---------- -------
Eli J. Segal......................... 59 Chairman of the Board, 2001 *

SchoolSports, Inc. (magazine and

internet content provider) since

2000. Prior thereto, President

and Chief Executive Officer, the

Welfare to Work Partnership

(nonpartisan business

organization) from 1997 to 2000.

Prior thereto, Assistant to the

President of the United States.

Director, Hotel Reservations

Network Inc.
Vote Required. The vote of a majority of those shares of Common Stock

present or represented by proxy at the annual meeting is required to elect

directors. Accordingly, an abstention or broker non-vote will in effect

constitute a vote against a nominee.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE

FOR THE ELECTION OF THE FOUR NOMINEES NAMED ABOVE (PROPOSAL NO. 1).

POSITIONS WITH COMPANY, HAS BEEN

PRINCIPAL OCCUPATION AND A DIRECTOR TERM

NAME AGE OTHER DIRECTORSHIPS SINCE EXPIRES

---- --- ------------------------ ---------- -------
Directors Whose Terms Expire in 2003 and 2004
Alan R. Batkin....................... 57 Vice Chairman, Kissinger 1992 2004

Associates, Inc. (geopolitical

strategic consulting firm) since

1990. Director, Diamond Offshore

Drilling, Inc., Overseas

Shipholding Group, Inc. and

Schweitzer-Mauduit International,

Inc.

Frank J. Biondi, Jr.................. 58 Senior Managing Director, 2002 2003

WaterView Advisors LLC (private

equity fund specializing in media)

since 1999. Prior thereto,

Chairman and Chief Executive

Officer of Universal Studios (a

major film, TV, and recorded music

company) from 1996 through 1998.

Prior thereto, Chief Executive

Officer of Viacom, Inc.

(diversified entertainment

company) from 1987 to 1996.

Director, Amgen, Inc., The Bank of

New York and Vail Resorts, Inc.

Harold P. Gordon..................... 64 Vice Chairman since 1995. 1988 2003

Director, Alliance Atlantis

Communications Corporation, Dundee

Bancorp Inc., G.T.C.

Transcontinental Group Ltd. and

Sonomax Hearing Healthcare Inc.

Alan G. Hassenfeld................... 53 Chairman of the Board and Chief 1978 2003

Executive Officer since 1999.

Prior thereto, Chairman of the

Board, President and Chief

Executive Officer.
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POSITIONS WITH COMPANY, HAS BEEN

PRINCIPAL OCCUPATION AND A DIRECTOR TERM

NAME AGE OTHER DIRECTORSHIPS SINCE EXPIRES

---- --- ------------------------ ---------- -------
Claudine B. Malone................... 65 President and Chief Executive 2001 2004

Officer, Financial and Management

Consulting, Inc. (consulting firm)

since 1984. Director, LaFarge

North America, Lowe's Companies,

Inc. and Science Applications

International Corporation. Ms.

Malone previously served as a

Director of Hasbro from 1992 to

1999.

Carl Spielvogel...................... 73 Chairman and Chief Executive 1992 2004

Officer, Carl Spielvogel

Associates, Inc. (international

finance and marketing) since 2001.

Prior thereto, U.S. Ambassador to

the Slovak Republic from late 2000

to 2001, during which time Mr.

Spielvogel took a leave of absence

from the Board, returning to the

Board in April of 2001. Prior

thereto, Chairman and Chief

Executive Officer, Carl Spielvogel

Associates, Inc. from 1997 to

2000. Prior thereto, Chairman of

the Board and Chief Executive

Officer, United Auto Group, Inc.

(operator of multiple-franchise

auto dealerships). Director,

Barney's New York, Inc., Data

Broadcasting Corporation and

Interactive Data, Inc.

Paula Stern.......................... 57 President, The Stern Group, Inc. 2002 2003

(international economic and trade

consulting) since 1988. Alkire

Chair in International Business,

Hamline University, from 1994 to

2000. Former Chairwoman and

Commissioner of U.S. International

Trade Commission from 1978 to

1987. Director, Avon Products,

Inc. and Neiman Marcus Group.

Preston Robert Tisch................. 75 Co-Chairman of the Board, Loews 1988 2003

Corporation (holding company with

interests in areas such as

insurance, hotels and offshore oil

and gas drilling) since 1999.

Prior thereto, Co-Chairman and

Co-Chief Executive Officer, Loews

Corporation. Director, Bulova

Watch Company, Inc., CNA Financial

Corporation and Loews Corporation.
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POSITIONS WITH COMPANY, HAS BEEN

PRINCIPAL OCCUPATION AND A DIRECTOR TERM

NAME AGE OTHER DIRECTORSHIPS SINCE EXPIRES

---- --- ------------------------ ---------- -------
Alfred J. Verrecchia................. 59 President and Chief Operating 1992 2004

Officer since 2001. Prior thereto,

President, Chief Operating Officer

and Chief Financial Officer from

2000 to 2001. Prior thereto,

Executive Vice President, Global

Operations and Chief Financial

Officer from 1999 to 2000. Prior

thereto, Executive Vice President,

Global Operations and Development

during 1999. Prior thereto,

Executive Vice President and

President, Global Operations from

1996 to 1999. Prior thereto, Chief

Operating Officer, Domestic Toy

Operations. Director, Old Stone

Corporation and Factory Mutual

Insurance Company.
* * *
Sylvia K. Hassenfeld, a retiring director, is the mother of Alan G.

Hassenfeld.
Those directors who are also executive officers of the Company serve as

officers and directors of the Company's various subsidiaries at the request and

convenience of the Company.
During 2001, the Board held six meetings. All directors attended at least

75% of the aggregate of (i) the Board meetings held during their tenure as

directors during 2001 and (ii) the meetings of any committees held during their

tenure as members of such committees during 2001.
The Executive Committee of the Board, which currently consists of Alan R.

Batkin, Alan G. Hassenfeld (Chair), Norma T. Pace, E. John Rosenwald, Jr. and

Carl Spielvogel, met one time in 2001. The Executive Committee is vested with

all of the powers that are held by the Board, except that by law the Executive

Committee may not exercise any power of the Board relating to amendment of the

Articles of Incorporation or By-laws of the Company, adoption of a plan of

merger or consolidation, the sale, lease or exchange of all or substantially all

the property or assets of the Company or the voluntary dissolution of the

Company. The Executive Committee also performs such functions as are assigned to

it by the Board from time to time.
The Nominating and Governance Committee of the Board, which currently

consists of Sylvia K. Hassenfeld (Chair), Claudine B. Malone, Eli J. Segal and

Preston Robert Tisch, met three times in 2001. The Nominating and Governance

Committee makes recommendations for possible additions to the Board and

regarding the governance of the Board and the committees thereof. The Nominating

and Governance Committee has neither the authority nor the procedures to

consider nominees recommended by shareholders. The By-laws provide that

shareholders may nominate directors at an annual meeting by giving notice to the

Secretary of the Company not less than 60 days nor more than 90 days prior to

the one-year anniversary date of the immediately preceding annual meeting and

providing specified information regarding the proposed nominee and each

shareholder proposing such nomination.
The Audit Committee of the Board, which currently consists of Alan R.

Batkin, E. Gordon Gee, Claudine B. Malone (Chair) and Norma T. Pace, held eleven

meetings in 2001. The Audit Committee assists the Board in fulfilling its

responsibility to oversee management's conduct of the Company's financial

reporting process, the financial reports provided by the Company, the Company's

systems of internal accounting and financial controls, and the annual

independent audit of the Company's financial statements. The current Audit

Committee Charter is set forth as Appendix A to this Proxy Statement.
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The Compensation and Stock Option Committee of the Board, which currently

consists of Alan R. Batkin, Norma T. Pace, Eli J. Segal, and Carl Spielvogel

(Chair), held four meetings in 2001. The Compensation and Stock Option Committee

has been delegated responsibility for all employee compensation and benefit

plans, is authorized to make grants and awards under the Company's employee

stock option plans and administers the non-employee director compensation plans.
COMPENSATION OF DIRECTORS
Members of the Board who are not otherwise employed by the Company

("Non-employee Directors") receive a retainer of $35,000 per year and the Chairs

of the Audit Committee, the Compensation and Stock Option Committee and the

Nominating and Governance Committee each receive an additional retainer of

$4,000 per year. Non-employee Directors receive a fee of $1,000 per Board or

committee meeting attended. Action by written consent is not considered

attendance at a meeting for purposes of fees to directors.
Pursuant to the Deferred Compensation Plan for Non-employee Directors (the

"Deferred Plan"), which is unfunded, Non-employee Directors must defer a minimum

of 20% of the annual Board retainer fee into a stock unit account, the value of

each unit initially being equal to the fair market value of one share of Common

Stock as of the end of the quarter in which the compensation being deferred

would otherwise be payable. Stock units increase or decrease in value based on

the fair market value of the Common Stock. In addition, an amount equal to the

dividends paid on an equivalent number of shares of Common Stock is credited to

each Non-employee Director's stock unit account as of the end of the quarter in

which the dividend was paid. Non-employee Directors may defer the remainder of

their retainer and/or meeting fees into the stock unit account or an interest

account, which bears interest at the five-year Treasury rate. The Company makes

a deemed matching contribution to the stock unit account equal to 10% of the

amount deferred, with one-half of such Company contribution vesting on December

31 of the calendar year in which the deferred compensation otherwise would have

been paid and one-half on the next December 31, provided the participant is a

director on such vesting date. Unvested Company contributions will automatically

vest on death, total disability or retirement by the director at or after age

seventy-two. Compensation deferred under the Deferred Plan, whether in the stock

unit account or the interest account, will be paid out in cash after termination

of service as a director. Directors may elect that compensation so deferred be

paid out in a lump sum or in up to ten annual installments, commencing either in

the quarter following, or in the January following, the quarter in which service

as a director terminates.
Under the Hasbro, Inc. Retirement Plan for Directors (the "Retirement

Plan"), which is unfunded, each Non-employee Director (who is not otherwise

eligible for benefits under the Company's Pension Plan) who has attained the age

of sixty-five and completed five years of service on the Board is entitled to

receive, beginning at age seventy-two, an annual benefit equal to the annual

retainer payable to directors during the year in which the director retires

(which does not include the fees paid to directors for attendance at meetings).

If a director retires on or after the director's seventy-second birthday, the

annual benefit will continue for the life of the director. If a director retires
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