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                                                                   EXHIBIT 10.12


                         EXECUTIVE EMPLOYMENT AGREEMENT

  THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is entered into on
January 31, 2000 and effective as of April 1, 1999 (the "Effective Date")
between Mattel, Inc., a Delaware corporation ("Mattel") and Neil B. Friedman
(the "Executive").

     1.  Employment Period.  Mattel hereby agrees to employ and continue in its
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employ the Executive, and the Executive hereby accepts such employment and
agrees to remain in the employ of Mattel, for the period commencing on the
Effective Date and ending on the third anniversary of such date, subject to
earlier termination as provided herein (the "Employment Period"); provided that
commencing on the first day of the month next following the effective date
hereof, and on the first day of each month thereafter (the most recent of such
dates is hereinafter referred to as the "Renewal Date"), the Employment Period
shall be automatically extended so as to terminate three years from such Renewal
Date, unless at least 60 days prior to any Renewal Date Mattel or the Executive
shall give notice to the other that the Employment Period shall not be so
extended and shall be terminated.

     2.  Duties.
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         (a)  Executive's Position and Duties.  During the Employment Period,
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the Executive's position (including titles), authority and responsibilities
shall be similar to those held by the Executive on the date hereof with such
additions and modifications, and consistent with responsibilities generally
assigned to officers of Mattel as the Chief Executive Officer of Mattel may in
her discretion and acting in good faith from time to time assign to the
Executive. The Executive's services shall be performed in the greater New York,
New York area, provided, however, that the Executive may be required to travel
on business from time to time generally consistent with the Executive's travel
requirements as of the date of this Agreement.

        (b)  Full Time.  The Executive agrees to devote the Executive's full
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business time to the business and affairs of Mattel and to use the Executive's
best efforts to perform faithfully and efficiently the responsibilities assigned
to the Executive hereunder to the extent necessary to discharge such
responsibilities, except for (i) services on corporate, civic or charitable
boards or committees not significantly interfering with the performance of such
responsibilities which services have been approved by the Chief Executive
Officer; (ii) periods of vacation and sick leave to which the Executive is
entitled; and (iii) the management of personal investments and affairs. The
Executive will not engage in any outside business activity (as distinguished
from personal investment activity and affairs), including, but not limited to,
activity as a consultant, agent, partner or officer, director or provide
business services of any nature directly or indirectly to a corporation or other
business enterprise.
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     3.  Compensation and Benefits.
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         (a)  Base Salary.  During the Employment Period, the Executive shall
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receive a base salary ("Base Salary") at a bi-weekly rate at least equal to the
bi-weekly salary paid to the Executive by Mattel on the date of this Agreement.
The Base Salary shall be reviewed from time to time in accordance with Mattel's
policies and practices, but no less frequently than once every eighteen (18)
months and may be increased at any time and from time to time by action of the
Board of Directors of Mattel or the Compensation/Options Committee thereof or
any individual having authority to take such action in accordance with Mattel's
regular practices. Any increase in the Base Salary shall not serve to limit or
reduce any other obligation of Mattel hereunder and, after any such increase,
the Base Salary shall not be reduced.

         (b)  Bonus Programs.  In addition to the Base Salary, the Executive
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shall be eligible to participate throughout the Employment Period in such cash,
deferred bonus, annual bonus and long term bonus plans and programs ("Bonus
Programs"), such as Mattel's Management Incentive Plan (the "MIP") and Long
Term Incentive Plan (the "LTIP"), as may be in effect from time to time in
accordance with Mattel's compensation practices and the terms and provisions
of any such plans or programs as in effect from time to time; provided that
the Executive's eligibility for and participation in each of the Bonus Programs
shall be at a level and on terms and conditions no less favorable than those
available to any other comparably situated executive or consultant.

         (c)  Incentive Plans.  In addition to the Base Salary and
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participation in the Bonus Programs, during the Employment Period the Executive,
shall be eligible to participate, subject to the terms and conditions thereof,
in all incentive plans and programs, including, but not limited to, stock option
plans and other equity based incentive plans, as may be in effect from time to
time with respect to executives employed by Mattel at the Executive's level so
as to reflect the Executive's responsibilities.

         (d)  Pension and Welfare Benefit Plans.  During the Employment Period,
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the Executive and/or the Executive's dependents, as the case may be, shall be
eligible to participate in, subject to the terms and conditions thereof, all
pension, profit sharing, medical, dental, disability, group life, accidental
death and travel accident insurance plans and programs of Mattel as in effect
from time to time with respect to executives employed by Mattel at the
Executive's level so as to reflect the Executive's responsibilities.

         (e)  Expenses.  During the Employment Period, the Executive shall be
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entitled to receive prompt reimbursement for all reasonable expenses incurred
by the Executive in accordance with the policies and practices of Mattel as in
effect from time to time.

         (f)  Fringe Benefits.  During the Employment Period, the Executive
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shall be entitled to fringe benefits (including automobile benefits, financial
counseling, membership in one city or country club and related expenses) of the
kind and quality which are provided to executives at the Executive's level in
accordance with the policies of Mattel as in effect from

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time to time with respect to executives employed by Mattel at the Executive's
level so as to reflect the Executive's responsibilities.

         (g)  Vacation.  During the Employment Period, the Executive shall be
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entitled to paid vacation in accordance with the policies and practices of
Mattel as in effect from time to time.

         (h)  Stock Options.  During the Employment Period, the Executive shall
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be entitled to participate in Mattel's stock option plans in accordance with the
policies and practices of Mattel as in effect from time to time with respect to
executives employed by Mattel at the Executive's level so as to reflect the
Executive's responsibilities.

         (i)  Certain Amendments.  Nothing herein shall be construed to
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prevent Mattel from amending, altering, eliminating or reducing any plans,
benefits or programs set forth in Sections 3(b) through (h) so long as such
actions do not result in a material diminution in the aggregate value of such
compensation and benefits, except for across-the-board compensation and
benefit reductions to which the Executive agrees and which affect all
similarly situated executives of Mattel.

         (j) Retention Loan.  Mattel and the Executive have entered into that
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certain Loan Agreement (the "Loan Agreement") dated as of October 29, 1999,
which provided, among other things, that the definitions of "Cause," "Change of
Control," "Disability" and "Good Reason" contained in this Agreement supercede
the definitions of such terms as set forth in the Loan Agreement.

     4.  Termination.
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         (a)  Death or Disability. This Agreement shall terminate automatically
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upon the Executive's death; provided that the Executive's Base Salary will be
continued and paid for a period of six months thereafter. Mattel may terminate
this Agreement, after having established the Executive's Disability, by giving
to the Executive written notice of its intention to terminate the Executive's
employment, and the Executive's employment with Mattel shall terminate effective
on the 90th day after receipt of such notice (the "Disability Effective Date").
For purposes of this Agreement, the Executive's Disability shall occur and shall
be deemed to have occurred only in the event that the Executive suffers a
disability due to illness or injury which substantially and materially limits
the Executive from performing each of the essential functions of the Executive's
job, even with reasonable accommodation and becomes entitled to receive
disability benefits under the Mattel Long-Term Disability Plan for exempt
employees.

         (b)  Cause.  Mattel may terminate the Executive's employment for
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"Cause" upon a determination of the Chief Executive Officer of Mattel that
"Cause" exists. For purposes of this Agreement, "Cause" means (i) one or more
factually substantiated willful acts of dishonesty on the Executive's part which
are intended to result in the Executive's substantial personal enrichment at the
expense of Mattel; (ii) repeated violations by the Executive of the

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Executive's obligations under Section 2 of this Agreement which are
demonstrably willful and deliberate on the Executive's part and which resulted
in material injury to Mattel; (iii) conduct of a factually substantiated
criminal nature (commonly defined as a "felony" in criminal statutes) which has
or which is more likely than not to have a material adverse effect on Mattel's
reputation or standing in the community or on its continuing relationships with
its customers or those who purchase or use its products; or (iv) factually
substantiated fraudulent conduct in connection with the business or affairs of
Mattel, regardless of whether said conduct is designed to defraud Mattel or
others; provided that, in each case, the Executive has received written notice
of the described activity, has been afforded a reasonable opportunity to cure or
correct the activity described in the notice, and has failed to substantially
cure, correct or cease the activity, as appropriate.

         (c)  Good Reason.  The Executive may terminate the Executive's
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employment at any time for Good Reason.  For purposes of this Agreement, "Good
Reason" means the good faith determination by the Executive that any one or
more of the following have occurred:

              (i)  without the express written consent of the Executive, any
change(s) in any of the duties, authority, or responsibilities of the Executive
which is (are) inconsistent in any substantial respect with the Executive's
position, authority, duties, or responsibilities as contemplated by Section
2 of this Agreement;

              (ii) any failure by Mattel to comply with any of the provisions
of Section 3 of this Agreement, other than an insubstantial and inadvertent
failure remedied by Mattel promptly after receipt of notice thereof given by the
Executive;

              (iii)  any proposed termination by Mattel of the Executive's
employment other than as permitted by this Agreement;

              (iv) any failure by Mattel to obtain the assumption and agreement
to perform this Agreement by a successor as contemplated by Section 11(b); or

              (v)  transferring the Executive outside of the greater New York,
New York area without the Executive's express written consent.

         (d)  Change of Control.  "Change of Control" means:
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              (i)  the acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or
more of either (i) the then outstanding shares of common stock of Mattel,
including the shares of common stock of Mattel issuable upon an exchange of
Softkey Exchangeable Shares that are not owned by Mattel or any corporation
controlled by Mattel (the "Outstanding Company Common Stock") or (ii) the
combined voting power of the then outstanding voting securities of Mattel
entitled to vote generally in the election

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of directors (the "Outstanding Company Voting Securities"); provided, however,
that for purposes of this subsection (i), the following shall not constitute a
Change of Control: (a) any acquisition directly from Mattel, (b) any acquisition
by Mattel or any corporation controlled by Mattel, (c) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by Mattel or
any corporation controlled by Mattel, (d) any acquisition by a Person of 20% of
either the Outstanding Company Common Stock or the Outstanding Company Voting
Securities as a result of an acquisition of common stock of Mattel by Mattel or
of Softkey Exchangeable Shares by Softkey which, by reducing the number of
shares of common stock of Mattel or Softkey Exchangeable Shares outstanding,
increases the proportionate number of shares beneficially owned by such Person
to 20% or more of either the Outstanding Company Common Stock or the Outstanding
Company Voting Securities; provided, however, that if a Person shall become the
beneficial owner of 20% or more of either the Outstanding Company Common Stock
or the Outstanding Company Voting Securities by reason of a share acquisition by
Mattel or by Softkey as described above and shall, after such share acquisition
by Mattel or Softkey, become the beneficial owner of any additional shares of
common stock of Mattel, then such acquisition shall constitute a Change of
Control or (e) any acquisition pursuant to a transaction which complies with
clauses (a), (b) and (c) of subsection (iii) of this Section 4(d); provided,
further, however, that for purposes of this subsection (i), any Investing Person
(as such term is defined in the Rights Agreement) shall be deemed not to be a
beneficial owner of any Investment Shares (as such term is defined in the Rights
Agreement) and the holder of the Mattel Special Voting Preferred Share (as such
term is defined in the Rights Agreement) shall be deemed not to be a beneficial
owner of such Mattel Special Voting Preferred Share; or

              (ii) individuals who, as of the date hereof, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by
Mattel's shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as through
such individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or

              (iii)  consummation by Mattel of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of Mattel or the acquisition of assets of another entity (a "Business
Combination"), in each case, unless, following such Business Combination, (a)
all or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of, respectively, the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of
such transaction owns Mattel or all or substantially all of Mattel's assets
either directly

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or through one or more subsidiaries) in substantially the same proportions as
their ownership immediately prior to such Business Combination of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as
the case may be, (b) no Person (excluding any employee benefit plan (or related
trust) of Mattel or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of, respectively, the
then outstanding share of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (c) at least a majority of the members of
the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination; or

              (iv)  approval by the shareholders of Mattel of a complete
liquidation or dissolution of Mattel.

         For the purposes of this Section 4(d), (a) "Rights Agreement" means
the Rights Agreement, dated as of February 7, 1992, as amended by an amendment
dated as of May 13, 1999 and an amendment dated as of November 4, 1999 by and
between Mattel and BankBoston N.A., a national banking association, formerly,
The First National Bank of Boston, and not giving effect to any amendments
subsequent to November 4, 1999, (b) "Softkey" means Softkey Software Products
Inc., an Ontario corporation, and (c) "Softkey Exchangeable Shares" means the
Exchangeable Shares in the capital stock of Softkey.

         (e)  Notice of Termination.  Any termination of the Executive's
              ---------------------
employment by Mattel for Cause or following a Change of Control or by the
Executive for Good Reason shall be communicated by Notice of Termination to the
other party hereto given in accordance with Section 15(b). Any termination by
Mattel due to Disability shall be given in accordance with Section 4(a). For
purposes of this Agreement, a "Notice of Termination" means a written notice
which (i) indicates the specific termination provision in this Agreement relied
upon; (ii) except in the event of a termination following a Change of Control,
sets forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment under the provision so
indicated; and (iii) specifies the Date of Termination (defined below).

         (f)  Date of Termination.  "Date of Termination" means the date of
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actual receipt of the Notice of Termination or any later date specified therein
(but not more than fifteen (15) days after the giving of the Notice of
Termination), as the case may be; provided that (i) if the Executive's
employment is terminated by Mattel for any reason other than Cause or
Disability, the Date of Termination is the date on which Mattel notifies the
Executive of such termination; (ii) if the Executive's employment is terminated
due to Disability, the Date of Termination is the Disability Effective Date; and
(iii) if the Executive's employment is terminated due to the Executive's death,
the Date of Termination shall be the date of death.

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     5.  Obligations of Mattel upon Termination.  Other than as specifically set
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forth or referenced in this Agreement, the Executive shall not be entitled to
any benefits on or after the Date of Termination.

         (a)  Death.  If the Executive's employment is terminated by reason of
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the Executive's death, this Agreement shall terminate without further
obligations by Mattel to the Executive's legal representatives under this
Agreement other than those obligations accrued hereunder or under the terms of
the applicable Mattel plan or program which takes effect at the date of the
Executive's death or as otherwise provided in Section 4(a) or this Section 5(a).
As of the Date of Termination, the Executive's family shall be entitled to
healthcare coverage and financial counseling benefits until the third
anniversary of the Date of Termination.

         (b)  Disability.  If the Executive's employment is terminated by
              ----------
reason of to Executive's Disability, the Executive shall be entitled to receive
after the Disability Effective Date (i) disability benefits, if any, at least
equal to those then provided by Mattel to disabled executives and/or their
families and (ii) until the earlier of the third anniversary of the Date of
Termination or the date the Executive accepts other employment, those other
benefits on the terms described in Section 5(d)(v).

         (c)  Cause.  If the Executive's employment is terminated for Cause or
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if the Executive terminates the Executive's employment without Good Reason,
Mattel shall pay the Executive the Executive's full Base Salary through the Date
of Termination at the rate in effect at the time Notice of Termination is given,
and Mattel shall have no further obligations to the Executive under this
Agreement.

         (d)  Good Reason; Other Than for Cause or Disability.  If Mattel
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terminates the Executive's employment other than for Cause or Disability or the
Executive terminates the Executive's employment for Good Reason (in each case,
other than within 18 months following a Change of Control as provided in Section
5(e):

              (i)  Mattel shall pay to the Executive in a lump sum in cash
within 30 days after the Date of Termination the aggregate of the following
amounts:

                   (A)  if not theretofore paid, the Executive's Base Salary
through the Date of Termination at the rate in effect at the time of Notice of
Termination was given;

                   (B)  a current year bonus (the "Bonus") equal to the greater
of (x) the average of the two highest annual bonuses received by the Executive
under the MIP, or any successor plan, in the three years prior to the Date of
Termination, including any years in which the Executive was paid no bonus, (the
"Average Annual Bonus") and prorated to reflect the total number of full months
the Executive is employed on an active and full time basis in the year in which
termination occurs, (y) the annual bonus paid to the Executive, under the MIP or
any successor plan, if any, for the 2000 or 2001 calendar year, whichever is
greater, without

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proration, or (z) the target annual bonus for the Executive under the MIP for
the 2000 calendar year;

                     (C)  three times the sum of (x) the Executive's annual Base
Salary at the rate in effect at the time the Notice of Termination is given and
(y) the Bonus defined in Section 5(d)(i)(B), but without proration (and, in each
such case, without regard to any contributions by Mattel for the Executive's
benefit to any retirement or other investment plans).

              (ii)   Mattel shall pay the Executive a portion of any long-term
incentive compensation that Executive would have received under the LTIP with
respect to any performance period which is pending as of the Executive's Date of
Termination as if the Executive had remained employed for the entire performance
period, pro rated based on the number of full months of Executive's employment
during the performance period over the total number of months in the performance
period, which amount shall be payable at the end of the period in accordance
with the terms of the LTIP and shall be net of any interim payments previously
made to the Executive.

              (iii)  Any options granted to the Executive under Mattel's stock
option plans, other than Mattel's 1997 Premium Price Stock Option Plan or any
successor thereto (the "Stock Option Plans"), shall become immediately
exercisable and the Executive shall have a period of 90 days following the Date
of Termination (but in no event past the expiration of the term of the option
grant) to exercise all options granted under the Stock Option Plans then
exercisable or which become exercisable pursuant to this clause (iii).

               (iv)  Mattel shall, promptly upon submission by the Executive of
supporting documentation, pay or reimburse to the Executive any costs and
expenses paid or incurred by the Executive which would have been payable under
Section 3(e) if the Executive's employment had not terminated.

               (v)   Until the earlier of (x) the third anniversary of the Date
of Termination or (y) the date the Executive becomes gainfully employed in a
substantially similar employment position, Mattel shall provide to the Executive
at Mattel's expense:

                     (A)  coverage under Mattel's medical, dental, prescription
drug and vision care group insurance as in effect from time to time on the same
terms and conditions as such insurance is available to active employees of
Mattel (the last 18 months of the Executive's coverage under such insurance
shall be deemed to be participation under an election to continue such benefits
under the Consolidated Omnibus Budget Reconciliation Act at Mattel's expense);

                     (B)  outplacement services at the expense of Mattel
commensurate with those provided to terminated executives of comparable level
and made available through and at the facilities of a reputable and experienced
vendor;

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                     (C)  financial counseling and tax preparation services
through the vendor engaged and paid for by Mattel;

                     (D)  automobile benefits; provided however, that if such
automobile is leased by Mattel, such benefits shall expire upon expiration of
such lease. Upon expiration of the automobile benefits, at which time the
Executive may purchase the car for either $100, if the automobile benefits
terminate at the end of the lease term, or Mattel's book value, if the
automobile benefits terminate on either the third anniversary of the Date of
Termination or the date on which the Executive accepts other employment. As of
the Date of Termination, all expenses related to such automobile, including but
not limited to insurance, repairs, maintenance, gasoline, and car phone and
associated expenses, shall be the sole responsibility of the Executive; and

                     (E)  membership in one city or country club and related
expenses. Mattel shall cause the membership to be transferred to the Executive
at no cost to the Executive.

               (vi)  If the Executive is a participant in the Mattel
Supplemental Executive Retirement Plan, the Mattel Deferred Compensation Plan or
the Mattel Retiree Medical Plan, the Executive shall be given credit for three
years of service (in addition to actual service) and for three years of attained
age to be added to the Executive's actual age for purposes of computing any
service and age-related benefits for which the Executive is eligible under such
plans.

Notwithstanding the foregoing, if Mattel terminates the Executive's employment
other than for Cause or Disability or if the Executive terminates the
Executive's employment for Good Reason and such termination occurs within 18
months after the date upon which Mattel changes the person to whom the Executive
immediately reports, then (a) the Executive's "Average Annual Bonus" for the
purpose of calculating the amounts provided by clauses (d)(i)(B) and (d)(i)(C)
above shall be equal to the Executive's maximum targeted MIP bonus for the year
in which the termination of employment occurs and (b) the amount payable to the
Executive under clause (d)(ii) above shall be based on the maximum LTIP payment
that the Executive could have received with respect to the pending performance
period, rather than amount which would have been payable to the Executive had
the Executive remained employed for the entire performance period.
Notwithstanding the foregoing, the amounts payable with respect to a termination
of employment which is subject to the preceding sentence shall be prorated as
set forth in clauses (d)(i)(B) and (d)(ii).

         (e)  Change of Control.  If, within 18 months following a Change of
              -----------------
Control, the Executive terminates the Executive's employment for Good Reason or
Mattel or the surviving entity terminates the Executive's employment other than
for Cause or Disability or within the 30 day period immediately following the
six (6) month anniversary of a Change of Control the Executive terminates the
Executive's employment for any reason:

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               (i)   Mattel shall pay to the Executive in a lump sum in cash
within 30 days after the Date of Termination the aggregate of the following
amounts:

                     (A)  if not theretofore paid, the Executive's Base Salary
through the Date of Termination at the rate in effect at the time of Notice of
Termination was given;

                     (B)  a current year bonus (the "Bonus Amount") equal to the
greater of (x) the average of the two highest annual bonuses received by the
Executive under the MIP, or any successor plan, in the three years prior to the
Date of Termination, including any years in which the Executive was paid no
bonus, and prorated to reflect the total number of full months the Executive is
employed on an active and full time basis in the year in which termination
occurs, (y) the annual bonus paid to the Executive, under the MIP or any
successor plan, if any, for the 2000 or 2001 calendar year, whichever is
greater, without proration, or (z) the target annual bonus for the Executive
under the MIP for the 2000 calendar year;

                     (C)  three times the sum of (x) the Executive's annual Base
Salary at the rate in effect at the time the Notice of Termination is given and
(y) the Bonus Amount defined in Section 5(e)(i)(B), but without proration (and,
in each such case, without regard to any contributions by Mattel for the
Executive's benefit to any retirement or other investment plans).

               (ii)   Any options granted to the Executive under Mattel's stock
option plans, other than Mattel's 1997 Premium Price Stock Option Plan or any
successor thereto (the "Stock Option Plans"), shall become immediately
exercisable and the Executive shall have a period of 90 days or such longer
period of time as specified in the Stock Option Plans following the Date of
Termination (but in no event past the expiration of the term of the option
grant) to exercise all options granted under the Stock Option Plans then
exercisable or which become exercisable pursuant to this clause (ii).

               (iii)  Mattel shall, promptly upon submission by the Executive of
supporting documentation, pay or reimburse to the Executive any costs and
expenses paid or incurred by the Executive which would have been payable under
Section 3(e) if the Executive's employment had not terminated.

               (iv)   Until the earlier of (x) the third anniversary of the Date
of Termination or (y) the date the Executive becomes gainfully employed in a
substantially similar employment position, Mattel shall provide to the Executive
at Mattel's expense:

                      (A)  coverage under Mattel's medical, dental, prescription
drug and vision care group insurance as in effect from time to time on the same
terms and conditions as such insurance is available to active employees of
Mattel (the last 18 months of the Executive's coverage under such insurance
shall be deemed to be participation under an election to continue such benefits
under the Consolidated Omnibus Budget Reconciliation Act at Mattel's expense);

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                      (B)  outplacement services at the expense of Mattel
commensurate with those provided to terminated executives of comparable level
and made available through and at the facilities of a reputable and experienced
vendor;

                      (C)  financial counseling and tax preparation services
through the vendor engaged and paid for by Mattel;

                      (D)  automobile benefits; provided however, that if such
automobile is leased by Mattel, such benefits shall expire upon expiration of
such lease. Upon expiration of the automobile benefits, at which time the
Executive may purchase the car for either $100, if the automobile benefits
terminate at the end of the lease term, or Mattel's book value, if the
automobile benefits terminate on either the third anniversary of the Date of
Termination or the date on which the Executive accepts other employment. As of
the Date of Termination, all expenses related to such automobile, including but
not limited to insurance, repairs, maintenance, gasoline, and car phone and
associated expenses, shall be the sole responsibility of the Executive; and

                      (E)  membership in one city or country club and related
expenses. Mattel shall cause the membership to be transferred to the Executive
at no cost to the Executive.

               (v)    If the Executive is a participant in the Mattel
Supplemental Executive Retirement Plan, the Mattel Deferred Compensation Plan or
the Mattel Retiree Medical Plan, the Executive shall be given credit for three
years of service (in addition to actual service) and for three years of attained
age to be added to the Executive's actual age for purposes of computing any
service and age-related benefits for which the Executive is eligible under such
plans.

     6.  Non-exclusivity of Rights.  Nothing in this Agreement shall prevent or
         -------------------------
limit the Executive's continuing or future participation in any benefit, bonus,
incentive or other plan or program provided by Mattel and for which the
Executive may qualify, nor shall anything herein limit or otherwise affect such
rights as the Executive may have under any stock option or other agreement with
Mattel or any of its affiliated companies. Except as otherwise provided herein,
amounts which are vested benefits or which the Executive is otherwise entitled
to receive under any plan or program of Mattel at or subsequent to the Date of
Termination shall be payable in accordance with such plan or program.

     7.  No Set Off, Payment of Fees.  Except as provided herein, Mattel's
         ---------------------------
obligation to make the payments provided for in this Agreement and otherwise to
perform its obligations hereunder shall not be affected by any circumstances,
including without limitation any set-off, counterclaim, recoupment, defense or
other right which Mattel may have against the Executive or others.  Mattel
agrees to pay, to the full extent permitted by law, all legal fees and expenses
which the Executive may reasonably incur as a result of any contest (regardless
of the outcome

                                       11
<PAGE>

thereof) by Mattel or others of the validity or enforceability of, or liability
under, any provision of this Agreement other than expenses relating to a claim
by the Executive that the Executive terminated for Good Reason or that the
termination for Cause was improper, in which case such fees and expenses shall
be paid only if the Executive prevails in whole or in part. In the event that
the Executive shall in good faith give a Notice of Termination for Good Reason
and it shall thereafter be determined that Good Reason did not exist, the
employment of the Executive shall, unless Mattel and the Executive shall
otherwise mutually agree, be deemed to have terminated at the Date of
Termination specified in such purported Notice of Termination by mutual consent
of Mattel and the Executive and thereupon, the Executive shall be entitled to
receive only those payments and benefits which the Executive would have been
entitled to receive at such date.

     8.  Arbitration of Disputes.
         -----------------------

         (a)  The parties agree that any disputes, controversies or claims which
arise out of or relate to this Agreement, the Executive's employment or the
termination of the Executive's employment, including, but not limited to, any
claim relating to the purported validity, interpretation, enforceability or
breach of this Agreement, and/or any other claim or controversy arising out of
the relationship between the Executive and Mattel (or the nature of the
relationship) or the continuation or termination of that relationship,
including, but not limited to, claims that a termination was for Cause, or for
Good Reason, claims for breach of covenant, breach of an implied covenant of
good faith and fair dealing, wrongful termination, breach of contract, or
intentional infliction of emotional distress, defamation, breach of right of
privacy, interference with advantageous or contractual relations, fraud,
conspiracy or other tort or property claims of any kind, which are not settled
by agreement between the parties, shall be settled by expedited arbitration
under the then applicable arbitration rules of JAMS/Endispute (or any other
mutually agreed arbitrator) before a board of three arbitrators, as selected
thereunder.

           One arbitrator shall be selected by the Executive, one by Mattel and
the third by the two persons so selected, all in accordance with the then
applicable arbitration rules of JAMS/Endispute then in effect. In the event that
the arbitrator selected by the Executive and the arbitrator selected by Mattel
are unable to agree upon a third arbitrator, then the third arbitrator shall be
selected from a list of seven (each of whom shall be a member of the
"Independent List" of retired judges with experience in resolving employment
disputes) provided by the New York, New York office of JAMS/Endispute with the
parties striking names in order and the party striking first to be determined by
the flip of a coin. The arbitration shall be held in a location mutually agreed
upon by the parties. In the absence of agreement, the arbitration shall be held
in New York, New York.

           (b)  In consideration of the parties' agreement to submit to
arbitration all disputes with regard to this Agreement and/or with regard to any
alleged contract, or any other claim arising out of their conduct, the
relationship existing hereunder or the continuation or termination of that
relationship, and in further consideration of the anticipated expedition and the
minimizing of expense resulting from this arbitration remedy, the arbitration
provisions of this

                                       12
<PAGE>

Agreement shall provide the exclusive remedy, and each party expressly waives
any right the Executive or it may have to seek redress in any other forum.

           (c)  Any claim which either party has against the other party which
could be submitted for resolution pursuant to this Section 8 must be presented
in writing by the claiming party to the other within the period of the
applicable statue of limitations.

           (d)  Mattel will pay all costs and expenses of the arbitration.

           (e)  Any decision and award or order of a majority of the arbitrators
shall be binding upon the parties hereto and judgment thereon may be entered in
the Superior Court of the State of California or any other court having
jurisdiction.

           (f)  Each of the above terms and conditions of this Section 8 shall
have separate validity and the invalidity of any part thereof shall not affect
the remaining parts.

           (g)  Any decision and award or order of a majority of the arbitrators
shall be final and binding between the parties as to all claims which were
raised in connection with the dispute to the full extent permitted by law. In
all other cases, the parties agree that a decision of a majority of arbitrators
shall be a condition precedent to the institution or maintenance of any legal,
equitable, administrative, or other formal proceeding by Mattel or the Executive
in connection with the dispute, and that the decision and opinion of the board
of arbitrators may be presented in any other forum on the merits of the dispute.

     9.    General Release.  The Executive acknowledges and agrees that this
           ---------------
Agreement includes the entire agreement and understanding between the parties
with regard to the Executive's employment, the termination thereof during the
Employment Period, and all amounts to which the Executive shall be entitled
whether during the term of employment or upon termination thereof.  The
Executive also acknowledges and agrees that the Executive's right to receive
severance pay and other benefits pursuant to subsections (b), (d) and (e) of
Section 5 of this Agreement is contingent upon the Executive's compliance with
the covenants set forth in Section 10 of this Agreement and the Executive's
execution and acceptance of the terms and conditions of, and the effectiveness
of the General Release of All Claims (the "Release") attached hereto as Exhibit
"A."  If the Executive fails to comply with the covenants set forth in Section
10 or if the Executive fails to execute the Release within twenty-one (21) days
of receipt of such Release, then the Executive shall not be entitled to any
severance payments or other benefits to which the Executive would otherwise be
entitled under subsections (b), (d) and (e) of Section 5 of this Agreement.

     10.   The Executive's Covenants.
           -------------------------

           (a)  The Executive acknowledges that in the Executive's capacity in
management, the Executive has had a great deal of exposure and access to a broad
variety of commercially valuable proprietary information which is vital to the
success of Mattel's business

                                       13
<PAGE>

including, by way of illustration, past, current and future products and product
concepts, marketing strategies, research and plans and information regarding
employees. The Executive acknowledges that as a result of the Executive's
knowledge of the above information and in consideration for the benefits offered
by Mattel under this Agreement, the Executive hereby agrees to reaffirm and
recognize the Executive's continuing obligations with respect to the use and
disclosure of confidential and proprietary information of Mattel pursuant to the
Mattel's policies as set forth in Mattel's form Executive Patent and Confidence
Agreement, as revised from time to time, and by this reference made a part
hereof. Pursuant thereto, the Executive acknowledges and agrees that Mattel
shall be entitled to injunctive relief to prevent a threatened misappropriation
of one or more of the Mattel's trade secrets or to halt an actual
misappropriation of such trade secrets. The Executive shall hold in a fiduciary
capacity for the benefit of Mattel all secret or confidential information,
knowledge or data relating to Mattel or any of its affiliated companies, and
their respective businesses, which shall have been obtained by the Executive
during the Executive's employment by Mattel or any of its affiliated companies
and which shall not be public knowledge. After termination of the Executive's
employment with Mattel, the Executive shall not, without the prior written
consent of Mattel, communicate or divulge any such information, knowledge or
data to anyone other than Mattel and those designated by it. The Executive
further represents and agrees that, unless otherwise required by law, the
Executive will keep the terms, amount and fact of this Agreement completely
confidential, and that the Executive will not hereafter disclose any information
concerning this Agreement to anyone other than Executive's immediate family and
professional representatives who will be informed of and bound by this
confidentiality clause.

           (b)  If the termination of the Executive's employment occurs prior to
a Change of Control, the Executive agrees that eligibility for severance
payments and other benefits under this Agreement are contingent upon the
Executive's agreement and compliance with Mattel's requirement that the
Executive does not accept employment nor an engagement as a consultant with a
competitor whereupon such position is comparable to the position the Executive
held with Mattel and where the Executive can not reasonably satisfy Mattel that
the new employer is prepared to and/or does take adequate steps to preclude and
to prevent inevitable disclosure of trade secrets, as prohibited under the
Mattel's policies with respect to the use and disclosure of confidential and
proprietary information, as set forth in Mattel's form Executive Patent and
Confidence Agreement, as revised from time to time, and by this reference made a
part hereof. If the Executive accepts employment or a consulting relationship
with a competitor as described above, no further payments nor eligibility for
benefits continuation will be available to the Executive as of the date the
Executive commences such employment/consulting. It is a specific condition of
this Agreement that so long as the Executive is receiving any payments or
benefits under this Agreement with respect to a termination of the Executive's
employment prior to a Change of Control, the Executive is obligated to
immediately notify Mattel as to the specifics of the new position that the
Executive is planing to commence as an employee or consultant for any company
which is a competitor of Mattel.

           (c)  The Executive agrees that so long as the Executive is receiving
any payments or benefits under this Agreement and for a period of 12 months
thereafter, the Executive

                                       14
<PAGE>

will not participate in recruiting any of Mattel's employees or in the
solicitation of Mattel's employees, and the Executive will not communicate to
any other person or entity, about the nature, quality or quantity of work, or
any special knowledge or personal characteristics of any person employed by
Mattel. If the Executive should wish to discuss possible employment with any
then-current Mattel employee during the 12-month period set forth above, the
Executive may request written permission to do so from the senior human
resources officer of Mattel who may, in his/her discretion, grant a written
exception to the no solicitation agreement set forth above, provided, however,
the Executive agrees that the Executive will not discuss any such employment
possibility with such employees prior to securing Mattel's permission. If Mattel
should decline to grant such permission, the Executive agrees that the Executive
will not at any time, either during or after the non-solicitation period set
forth above, advise the employee concerned that he/she was the subject of a
request under this paragraph or that Mattel refused to grant the Executive the
right to discuss an employment possibility with him/her.

     11.   Successors.
           ----------

           (a)  This Agreement is personal to the Executive and without the
prior written consent of Mattel shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by the Executive's legal
representatives.

           (b)  This Agreement shall inure to the benefit of and be binding upon
Mattel and its successors. Mattel shall require any successor to all or
substantially all of the business and/or assets of Mattel, whether direct or
indirect, by purchase, merger, consolidation, acquisition of stock, or
otherwise, by an agreement in form and substance satisfactory to the Executive,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent as Mattel would be required to perform if no such succession
had taken place.

     12.   Amendment; Waiver.  This Agreement contains the entire agreement
           ---------  ------
between the parties with respect to the subject matter hereof and may be
amended, modified or changed only by a written instrument executed by the
Executive and Mattel. No provision of this Agreement may be waived except by a
writing executed and delivered by the party sought to be charged. Any such
written waiver will be effective only with respect to the event or circumstance
described therein and not with respect to any other event or circumstance,
unless such waiver expressly provides to the contrary.

     13.   Long Term Incentive Compensation Plan Payments After a Change of
           ----------------------------------------------------------------
           Control.
           -------

           (a)  In the event of a Change of Control during the Employment
Period, Mattel shall pay the Executive a cash payment as provided under the
provisions of the LTIP, as in effect immediately prior to the Change of Control.

           (b) In addition, in the event of a Change of Control during the
Employment Period, within thirty (30) days after the date of such Change of
Control, Mattel shall pay the

                                       15
<PAGE>

Executive any unpaid amounts to which the Executive is entitled with respect to
any performance period under the LTIP, or any other successor long-term
incentive compensation plan of Mattel, that has been completed as of the date of
the Change of Control.


     14.  Certain Additional Payments by Mattel.
          -------------------------------------

          (a)   Anything in this Agreement to the contrary notwithstanding and
except as set forth below, in the event it shall be determined that any Payment
(as defined below) would be subject to the Excise Tax (as defined below), then
the Executive shall be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that after payment by the Executive of all taxes
(including any interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes (and any interest and penalties
imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment,
the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments. Notwithstanding the foregoing provisions of this
Section 14(a), if it shall be determined that the Executive is entitled to a
Gross-Up Payment, but that the Parachute Value of Payments (as defined below)
does not exceed 110% of the Safe Harbor Amount (as defined below), then no
Gross-Up Payment shall be made to the Executive and the Agreement Payments (as
defined below), in the aggregate, shall be reduced to (but not below zero) such
that the Parachute Value of all Payments equals the Safe Harbor Amount,
determined in such a manner as to maximize the Value of all Payments (as defined
below) actually made to the Executive.

          (b)   Subject to the provisions of Section 14(c), all determinations
required to be made under this Section 14, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions
to be utilized in arriving at such determination, shall be made by
PricewaterhouseCooper LLP or such other nationally recognized certified public
accounting firm as may be designated by the Executive (the "Accounting Firm")
which shall provide detailed supporting calculations both to Mattel and the
Executive within 15 business days of the receipt of notice from the Executive
that there has been a Payment, or such earlier time as is requested by Mattel.
All fees and expenses of the Accounting Firm shall be borne solely by Mattel.
Subject to Section 14(e) below, any Gross-Up Payment, as determined pursuant to
this Section 14, shall be paid by Mattel to the Executive within five days of
the receipt of the Accounting Firm's determination. Any determination by the
Accounting Firm shall be binding upon Mattel and the Executive. As a result of
the uncertainty in the application of Section 4999 of the Internal Revenue Code
of 1986, as amended (the "Code") at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Gross-Up Payments which will not
have been made by Mattel should have been made ("Underpayment"), consistent with
the calculations required to be made hereunder. In the event that Mattel
exhausts its remedies pursuant to Section 14(c) and the Executive thereafter is
required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has

                                       16
<PAGE>

occurred and any such Underpayment shall be promptly paid by Mattel to or for
the benefit of the Executive.

          (c)   The Executive shall notify Mattel in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by
Mattel of the Gross-Up Payment.  Such notification shall be given as soon as
practicable but no later than ten business days after the Executive is informed
in writing of such claim and shall apprise Mattel of the nature of such claim
and the date on which such claim is requested to be paid.  The Executive shall
not pay such claim prior to the expiration of the 30-day period following the
date on which it gives such notice to Mattel (or such shorter period ending on
the date that any payment of taxes with respect to such claim is due).  If
Mattel notifies the Executive in writing prior to the expiration of such period
that it desires to contest such claim, the Executive shall:

                (i)   give Mattel any information reasonably requested by Mattel
relating to such claim,

                (ii)  take such action in connection with contesting such claim
as Mattel shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim by
an attorney reasonably selected by Mattel,

                (iii  cooperate with Mattel in good faith in order effectively
to contest such claim, and

                (iv)  permit Mattel to participate in any proceedings relating
to such claim;

provided, however, that Mattel shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses.  Without limitation on the foregoing provisions
of this Section 14(c), Mattel shall control all proceedings taken in connection
with such contest and, at its sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct
the Executive to pay the tax claimed and sue for a refund or contest the claim
in any permissible manner, and the Executive agrees to prosecute such contest to
a determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as Mattel shall determine;
provided, however, that if Mattel directs the Executive to pay such claim and
sue for a refund, Mattel shall advance the amount of such payment to the
Executive, on an interest-free basis and shall indemnify and hold the Executive
harmless, on an after-tax basis, from any Excise Tax or income tax (including
interest or penalties with respect thereto) imposed with respect to such advance
or with respect to any imputed income with respect to such advance; and further
provided that any extension of the statute of limitations relating to payment of
taxes for the taxable year of the Executive with respect to which such contested
amount is claimed to be due is limited solely to such contested amount.
Furthermore, Mattel's control of

                                       17
<PAGE>

the contest shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder and the Executive shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority.

          (d)   If, after the receipt by the Executive of an amount advanced by
Mattel pursuant to Section 14(c), the Executive becomes entitled to receive any
refund with respect to such claim, the Executive shall (subject to Mattel's
complying with the requirements of Section 14(c)) promptly pay to Mattel the
amount of such refund (together with any interest paid or credited thereon after
taxes applicable thereto). If, after the receipt by the Executive of an amount
advanced by Mattel pursuant to Section 14(c), a determination is made that the
Executive shall not be entitled to any refund with respect to such claim and
Mattel does not notify the Executive in writing of its intent to contest such
denial of refund prior to the expiration of 30 days after such determination,
then such advance shall be forgiven and shall not be required to be repaid and
the amount of such advance shall offset, to the extent thereof, the amount of
Gross-Up Payment required to be paid.

          (e)   Notwithstanding any other provision of this Section 14, Mattel
may withhold and pay over to the Internal Revenue Service for the benefit of the
Executive all or any portion of the Gross-Up Payment that it determines in good
faith that it is or may be in the future required to withhold, and the Executive
hereby consents to such withholding.

          (f)   Definitions.  The following terms shall have the following
                -----------
meanings for purposes of this Section 14.

                (i)     An "Agreement Payment" shall mean a Payment paid or
payable pursuant to this Agreement (disregarding this Section 14) and any
payment relating to the Loan Agreement.

                (ii)    "Excise Tax" shall mean the excise tax imposed by
Section 4999 of the Code, together with any interest or penalties imposed with
respect to such excise tax.

                (iii)   The "Net After-Tax Amount" of a Payment shall mean the
Value of a Payment net of all taxes imposed on the Executive with respect
thereto under Sections 1 and 4999 of the Code and applicable state and local
law, determined by applying the highest marginal rates that are expected to
apply to the Executive's taxable income for the taxable year in which the
Payment is made.

                (iv)    "Parachute Value" of a Payment shall mean the present
value as of the date of the change of control for purposes of Section 280G of
the Code of the portion of such Payment that constitutes a "parachute payment"
under Section 280G(b)(2), as determined by the Accounting Firm for purposes of
determining whether and to what extent the Excise Tax will apply to such
Payment.

                                       18
<PAGE>

                (v)     A "Payment" shall mean any payment or distribution in
the nature of compensation (within the meaning of Section 280G(b)(2) of the
Code) to or for the benefit of the Executive, whether paid or payable pursuant
to this Agreement or otherwise.

                (vi)    The "Safe Harbor Amount" means the maximum Parachute
Value of all Payments that the Executive can receive without any Payments being
subject to the Excise Tax.

                (vii)   "Value" of a Payment shall mean the economic present
value of a Payment as of the date of the change of control for purposes of
Section 280G of the Code, as determined by the Accounting Firm using the
discount rate required by Section 280G(d)(4) of the Code.

     15.   Miscellaneous.
           -------------

           (a)  This Agreement shall be governed by and construed in accordance
with the laws of the State of California, without reference to principles of
conflict of laws. The captions of this Agreement are not part of the provisions
hereof and shall have no force or effect.

           (b)  All notices and other communications hereunder shall be in
writing; shall be delivered by hand delivery to the other party or mailed by
registered or certified mail, return receipt requested, postage prepaid; shall
be deemed delivered upon actual receipt; and shall be addressed as follows:

           If to Mattel:
           ------------

                             MATTEL, INC.
                             333 Continental Blvd.
                             El Segundo, CA 90245

           If to Executive:
           ---------------

                             Mr. Neil B. Friedman
                             TYCO PRESCHOOL
                             675 Avenue of Americas, 2/nd/ Floor
                             New York, NY 10010

or to such other address as either party shall have furnished to the other in
writing in accordance herewith.

           (c)  Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction will not invalidate or render unenforceable such provision in any
other jurisdiction.

                                       19
<PAGE>

           (d)  Mattel may withhold from any amounts payable under this
Agreement such Federal, state or local taxes as shall be required to be withheld
pursuant to any applicable law or regulation.

                                       20
<PAGE>

     IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Agreement as of the date first set forth above.


EXECUTIVE:
                                     NEIL B. FRIEDMAN

                                     /s/ Neil B. Friedman
                                     -----------------------------------


MATTEL:
                                     MATTEL, INC.,
                                     a Delaware corporation


                                     By:   /s/ Jill E. Barad    1/31/00
                                        --------------------------------
                                     Its:  Chief Executive Officer
                                         -------------------------------


ATTEST:



---------------------------
Assistant Secretary
<PAGE>

                                         Form for Executive Employment Agreement
                                         ---------------------------------------


                                  Exhibit "A"

                                GENERAL RELEASE
                                 OF ALL CLAIMS

1.  For valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the undersigned ("Executive") does hereby  on behalf of Executive
and Executive's successors, assigns, heirs and any and all other persons
claiming through Executive, if any, and each of them, forever relieve, release,
and discharge Mattel, Inc. ("Mattel") and its respective predecessors,
successors, assigns, owners, attorneys, representatives, affiliates, Mattel
corporations, subsidiaries (whether or not wholly-owned), divisions, partners
and their officers, directors, agents, employees, servants, executors,
administrators, accountants, investigators, insurers, and any and all other
related individuals and entities, if any, and each of them, in any and all
capacities from any and all claims, debts, liabilities, demands, obligations,
liens, promises, acts, agreements, costs and expenses (including, but not
limited to attorneys' fees), damages, actions and causes of action, of whatever
kind or nature, including, without limiting the generality of the foregoing, any
claims arising out of, based upon, or relating to the hire, employment,
remuneration (including salary; bonus; incentive or other compensation;
vacation, sick leave or medical insurance benefits; or other benefits) or
termination of Executive's employment with Mattel.

2.  This release includes a release of any rights or claims Executive may have
under the Age Discrimination in Employment Act, which prohibits age
discrimination in employment as to individuals forty years of age and older; the
Older Workers Benefit Protection Act, which prohibits discrimination against
older workers in all Executive benefits; Title VII of the Civil Rights Act of
1964, as amended in 1991, which prohibits discrimination in employment based on
race, color, national origin, religion or sex; the California Fair Employment
and Housing Act, which prohibits discrimination based on race, color, religion,
national origin, ancestry, physical or mental disability, medical condition,
sex, pregnancy-related condition, marital status, age or sexual orientation; the
Equal Pay Act, which prohibits paying men and women unequal pay for equal work;
the Americans with Disabilities Act, which prohibits discrimination against
qualified individuals with disabilities; or any other federal, state or local
laws or regulations which prohibit employment discrimination, restrict an
employer's right to terminate Executives, or otherwise regulate employment.
This also includes a release by Executive of any claims for breach of contract,
wrongful discharge and all claims for alleged physical or personal injury,
emotional distress relating to or arising out of Executive's employment with
Mattel or the termination of that employment; any claims under the WARN Act or
any similar law, which requires, among other things, that advance notice be
given of certain work force reductions; and all claims under the Employee
Retirement Income Security Act, such as claims relating to pension or health
plan benefits.
<PAGE>

3.  Notwithstanding any other provision of this Agreement, this release does not
apply to any rights or claims which arise after the execution of this Agreement
or to any rights or claims with respect to any breach of that certain Executive
Employment Agreement (the "Employment Agreement") by between Executive and
Mattel.

4.  This release, as contained within this Agreement, covers both claims that
Executive knows about and those Executive may not know about.  Executive
expressly waives all rights afforded by any statute (such as Section 1542 of the
Civil Code of the State of California) which limits the effect of a release with
respect to unknown claims.  Executive understands the significance of
Executive's release of unknown claims and Executive's waiver of statutory
protection against a release of unknown claims (such as under Section 1542).
Section 1542 of the Civil Code of the State of California states as follows:

                "A general release does not extend to claims which the creditor
   does not know or suspect to exist in his favor at the time of executing the
   release, which if known by him must have materially affected his settlement
   with the debtor."

Notwithstanding the provisions of Section 1542, Executive expressly acknowledges
that this release is intended to include both claims that Executive knows about
and those Executive does not know or suspect to exist.

5.  The provisions of this Agreement are severable, and if any part of it is
found to be unenforceable, the other paragraphs shall remain fully valid and
enforceable.  This Agreement shall be construed in accordance with its fair
meaning and in accordance with the laws of the state of California, without
regard to conflicts of laws principles thereof.

6.  Executive is strongly encouraged to consult with an attorney before signing
this Agreement.  Executive acknowledges that Executive has been advised of this
right to consult an attorney and Executive understands that whether to do so is
Executive's decision.  Executive acknowledges that Mattel has advised Executive
that Executive has twenty-one (21) days in which to consider whether Executive
should sign this Release and has advised Executive that if Executive signs this
Release, Executive has seven (7) days following the date on which Executive
signs the Release to revoke it and that the Release will not be effective until
after this seven-day period had lapsed.

PLEASE READ THIS AGREEMENT CAREFULLY.  IT CONTAINS A RELEASE OF ALL KNOWN AND
UNKNOWN CLAIMS.



Date:  ______________________      _______________________________
                                       Executive

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