AMENDMENT NO. 4 TO
THE AMENDED AND RESTATED MATTEL 1990 STOCK OPTION PLAN
The Amended and Restated Mattel 1990 Stock Option Plan (the "Plan") is hereby amended, effective as of
January 1, 2000, as set forth below.
1. Section 12(a) of the Plan is hereby amended and restated to read in its entirety as follows:
(a) Retirement. When a Participant's employment terminates on or after the Participant's Retirement Date, all
stock options which were granted to such Participant at least six (6) months prior to the Participant's Retirement
Date, whether or not previously exercisable, shall become exercisable immediately and except to the extent the
terms of such stock options permit its later termination, the Participant will be able to exercise his or her vested
stock options until the earlier of
(i) five (5) years following the Participant's Retirement Date or (ii) the date on which the stock options would
otherwise expire. In addition, when a Participant's employment terminates on or after Participant's Retirement
Date, the Committee may permit Awards to continue in effect beyond the date of such termination in accordance
with the applicable Award Agreement or such shorter period as the Committee may determine and the
exercisability and vesting of any Award may be accelerated.
2. The foregoing amendments to the Plan shall apply with respect to awards previously granted under the Plan,
effective as of January 1, 2000.
* * *
IN WITNESS WHEREOF, the Company has caused this Amendment No. 4 to the Plan to be executed,
effective as set forth above.
By: /s/ Alan Kaye
Name: ALAN KAYE
Title: SVP HR