0001193125-06-110802 Sample Contracts

GRANT AGREEMENT FOR ANNUAL GRANT OF RESTRICTED STOCK UNITS TO OUTSIDE DIRECTORS UNDER 2005 PLAN: 3-YEAR VESTING STARTING YEAR TWO]
Grant Agreement • May 12th, 2006 • Mattel Inc /De/ • Dolls & stuffed toys • Delaware

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

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GRANT AGREEMENT FOR NON-EMPLOYEE DIRECTOR ANNUAL STOCK OPTION GRANT UNDER 2005 PLAN WITH 3-YEAR 33%-33%-34% VESTING]
Grant Agreement • May 12th, 2006 • Mattel Inc /De/ • Dolls & stuffed toys • Delaware

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

Form of Amendment to Grant Agreement for Restricted Stock Units Granted to Outside Directors under the Mattel, Inc. 2005 Equity Compensation Plan
Mattel Inc /De/ • May 12th, 2006 • Dolls & stuffed toys

This Amendment to Grant Agreement for Restricted Stock Units under the Mattel, Inc. 2005 Equity Compensation Plan (this “Amendment”) is made as of May 10, 2006 between Mattel, Inc. (“Mattel”) and the undersigned Holder.

Form of Amendment to Grant Agreement for Restricted Stock Units Granted to Neil Friedman under the Mattel, Inc. 2005 Equity Compensation Plan
Mattel Inc /De/ • May 12th, 2006 • Dolls & stuffed toys

This Amendment to Grant Agreement for Restricted Stock Units under the Mattel, Inc. 2005 Equity Compensation Plan (this “Amendment”) is made as of May 10, 2006 (the “Effective Date of this Amendment”) between Mattel, Inc. (“Mattel”) and the undersigned Holder.

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