0000898430-03-002040 Sample Contracts

Dutch National: Option Grant Agreement under 1999 Plan] Grant Agreement for a Non-Qualified Stock Option under the Mattel 1999 Stock Option Plan
Mattel Inc /De/ • March 24th, 2003 • Dolls & stuffed toys • Delaware

This is a Grant Agreement between Mattel, Inc. (the “Company”) and the individual (the “Option Holder”) named in the Notice of Grant of Stock Option (the “Notice”) attached hereto as the cover page of this agreement.

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Grant Agreement under 1996 Plan for Outside Director Option: initial grant upon joining the Board] Grant Agreement for a Non-Qualified Stock Option under the Amended and Restated Mattel 1996 Stock Option Plan
Mattel Inc /De/ • March 24th, 2003 • Dolls & stuffed toys • Delaware

This is a Grant Agreement between Mattel, Inc. (the “Company”) and the individual (the “Option Holder”) named in the Notice of Grant of Stock Option (the “Notice”) attached hereto as the cover page of this agreement.

Grant Agreement under 1996 Plan for Outside Director Option: annual grant] Grant Agreement for a Non-Qualified Stock Option under the Amended and Restated Mattel 1996 Stock Option Plan
Grant Agreement • March 24th, 2003 • Mattel Inc /De/ • Dolls & stuffed toys • Delaware

This is a Grant Agreement between Mattel, Inc. (the “Company”) and the individual (the “Option Holder”) named in the Notice of Grant of Stock Option (the “Notice”) attached hereto as the cover page of this agreement.

MATTEL, INC. Series C Medium-Term Notes Due More Than Nine Months From Date of Issue DISTRIBUTION AGREEMENT
Distribution Agreement • March 24th, 2003 • Mattel Inc /De/ • Dolls & stuffed toys • New York

Mattel, Inc., a Delaware corporation (the “Company”), confirms its agreement with each of you with respect to the issue and sale from time to time by the Company of up to $350,000,000 (or the equivalent thereof in one or more foreign currencies or composite currencies) aggregate initial public offering price of its Series C Medium-Term Notes due more than nine months from date of issue (the “Notes”). The Notes will be issued under an Indenture, dated as of February 15, 1996 (the “Indenture”), between the Company and Chase Trust Company of California (formerly Chemical Trust Company of California), as Trustee (the “Trustee”), and will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Basic Prospectus referred to below.

Grant Agreement under 1999 Plan for Employee Option: 3-year vesting] Grant Agreement for a Non-Qualified Stock Option under the Mattel 1999 Stock Option Plan
Grant Agreement • March 24th, 2003 • Mattel Inc /De/ • Dolls & stuffed toys • Delaware

This is a Grant Agreement between Mattel, Inc. (the “Company”) and the individual (the “Option Holder”) named in the Notice of Grant of Stock Option (the “Notice”) attached hereto as the cover page of this agreement.

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