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                                                                   EXHIBIT 10.51

                         MATTEL 1999 STOCK OPTION PLAN


1.   Purpose.   The purpose of the Mattel, Inc. 1999 Stock Option Plan ("Plan")
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is to promote the interests of Mattel, Inc. ("Company") and its stockholders by
enabling the Company to offer an opportunity to acquire an equity interest in
the Company so as to better attract, retain, and reward Employees (as defined
below) who are not Officers (as defined below) or Directors (as defined below)
of the Company and Consultants (as defined below) to the Company and,
accordingly, to strengthen the mutuality of interests between those persons and
the Company's stockholders by providing those persons with a proprietary
interest in pursuing the Company's long-term growth and financial success.

2.   Definitions.   For purposes of this Plan, the following terms shall have
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the meanings set forth below.

     (a) "Board" means the Board of Directors of Mattel, Inc.

     (b) "Cause" shall mean (1) "Cause" as defined in any individual employment
agreement between the Company or an affiliate and the Participant, or (2) if
there is no such individual employment agreement or if it does not define Cause:
(A) an act or acts of dishonesty on the Participant's part which are intended to
result in the Participant's substantial personal enrichment at the expense of
the Company; (B) repeated violations by the Participant of the Participant's
obligations to the Company that are demonstrably willful and deliberate on the
Participant's part and that resulted in material injury to the Company; (C)
conduct of a criminal nature that has or that is more likely than not to have a
material adverse effect on the Company's reputation or standing in the
community, or on its continuing relationships with its customers or those who
purchase or use its products; or (D) fraudulent conduct in connection with the
business or affairs of the Company, regardless of whether said conduct is
designed to defraud the Company or others.

     (c) "Code" means the Internal Revenue Code of 1986, as amended. Reference
to any specific section of the Code shall be deemed to be a reference to any
successor provision.

     (d) "Committee" means the Compensation/Options Committee of the Board, or
such other committee of the Board that is designated by the Board to administer
the Plan, as provided in Section 3(a). In the event that one or more members of
the Committee do not comply with the eligibility requirements of Rule 16b-3,
then the entire Board may serve as the Committee for purposes of this Plan.

     (e) "Common Stock" means the common stock of Mattel, Inc., $1.00 par value
per share, or any security issued in substitution, exchange, or in lieu thereof.

     (f) "Company" means Mattel, Inc., a Delaware corporation, or any successor
corporation. Except where the context indicates otherwise, the term "Company"
shall include its Parent and Subsidiaries.

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     (g) "Consultant" means any consultant or adviser if: (i) the consultant or
adviser renders bona fide services to the Company; (ii) the services rendered by
the consultant or adviser are not in connection with the offer or sale of
securities in a capital-raising transaction and do not directly or indirectly
promote or maintain a market for the Company's securities; and (iii) the
consultant or adviser is a natural person who has contracted directly with the
Company to render such services.

     (h) "Director" means a member of the Board.

     (i) "Disabled" means that there is a determination to that effect under the
group long-term disability plan of the Company and the Participant is also
approved for permanent disability benefits by the Social Security Administration
or that a Participant is treated as "disabled" under an employment agreement
which is in effect between the Company and the Participant at the time of such
termination. However, in no event will a Participant be considered to be
disabled for purposes of this Plan if the Participant's incapacity is a result
of intentionally self-inflicted injuries (while sane or insane), alcohol or drug
abuse, or a criminal act for which the Participant is convicted or to which the
Participant pleads guilty or nolo contendere.

     (j) "Employee" means any Officer or other employee (as defined in
accordance with Section 3401(c) of the Code) of the Company.

     (k) "Exchange Act" means the Securities Exchange Act of 1934, as amended
and in effect from time to time, or any successor statute.

     (l) "Fair Market Value" shall mean, unless a different method or value is
determined by the Committee, the closing price of the Common Stock as reported
on the New York Stock Exchange Composite Tape for that day, or, if the New York
Stock Exchange is closed on that day, the next preceding day on which the New
York Stock Exchange was open.

     (m) "Grant" means an award of an Option or Restricted Stock.

     (n) "Independent Director" means a member of the Board who is not an
Employee of the Company.

     (o) "Insider" means a person or entity that is subject to the provisions of
Section 16 of the Exchange Act.

     (p) "Officer" means the Company's president, principal financial officer,
principal accounting officer (or if there is no such accounting officer, the
controller), any vice-president of the Company in charge of a principal business
unit, division or function (such as sales, administration or finance), any other
officer who performs a policy-making function, or any other person who performs
similar policy-making functions for the Company.

     (q) "Option" means a non-qualified stock option that is intended not to be
and is specifically designated as not being an incentive stock option under
Section 422 of the Code.

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     (r) "Parent" shall mean any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if each of the
corporations (other than the Company) owns stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of stock in one of the
other corporations in the chain, as determined in accordance with the rules of
Code Section 424(e).

     (s) "Participant" means a person who has received a Grant.

     (t) "Plan" means this Mattel, Inc. 1999 Stock Option Plan, as it may be
amended from time to time.

     (u) "Restricted Stock" means shares of Common Stock issued pursuant to
Section 11 below that are subject to restrictions on ownership.

     (v) "Retirement" means a Severance where the Participant (i) had previously
attained the age of fifty-five (55) and completed five (5) years of service (as
determined in accordance with the terms of the Mattel, Inc. Personal Investment
Plan) or (ii) is otherwise eligible to be treated as retired for purposes of
Mattel stock option plans under an employment agreement which is in effect
between the Company and the Participant at the time of Severance.

     (w) "Rights Agreement" shall mean 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 the Company 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.

     (x) "Rule 16b-3" means Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Exchange Act and as amended from time to time.

     (y) "Severance" means, with respect to a Participant, the termination of
his or her provision of services to the Company as an Employee, Director, or
Consultant, whether by reason of death, becoming Disabled, Retirement,
resignation, dismissal, or any other reason. The Committee, in its absolute
discretion, shall determine the effect of all matters and questions relating to
a Severance. However, a Participant will not be considered to have incurred a
Severance because of a transfer of employment between the Company and a
Subsidiary or a Parent (or vice versa).

     (z) "Softkey" shall mean Softkey Software Products Inc., an Ontario
corporation.

     (aa) "Softkey Exchangeable Shares" shall mean the Exchangeable Shares (as
such term is defined in the Rights Agreement) in the capital stock of Softkey.

     (bb) "Stock Appreciation Right" means a right granted pursuant to Section
12 below to receive a payment in cash, shares of Common Stock or any combination
thereof with respect to a specified number of shares of Common Stock equal to
the excess of the Fair Market Value of the

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Common Stock on the date the right is exercised over the Fair Market Value of
the Common Stock on the date the right was granted.

     (cc) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain, as determined in
accordance with the rules of Code Section 424(f).

3.   Administration.
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     (a)  Except as set forth in Section 15(b) below, this Plan shall be
administered by the Committee. The Board may remove members from, or add members
to, the Committee at any time. The Committee shall be composed of individuals
selected in a manner that complies with Rule 16b-3 and with Code Section 162(m).

     (b)  The Committee may conduct its meetings in person or by telephone. One-
third (1/3rd) of the members of the Committee shall constitute a quorum, and any
action shall constitute the action of the Committee if it is authorized by a
majority of the members present at any meeting or by all of the members in
writing without a meeting.

     (c)  The Committee is authorized to interpret this Plan and to adopt rules
and procedures relating to the administration of this Plan. All actions of the
Committee in connection with the interpretation and administration of this Plan
shall be binding upon all parties.

     (d)  Subject to the limitations of Sections 16 and 22 below, the Committee
is expressly authorized to make such modifications to this Plan as well as to
the Options, Restricted Stock and Stock Appreciation Rights granted hereunder as
are necessary to effectuate the intent of this Plan as a result of any changes
in the tax, accounting, or securities laws treatment of Participants and the
Plan.

     (e)  The Committee may delegate its responsibilities to others under such
conditions and limitations as it may prescribe, except that the Committee may
not delegate its authority with regard to the granting of Options to Insiders,
except to the extent permitted by Rule 16b-3.

4.   Duration of Plan.
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     (a)  This Plan shall be effective as of November 4, 1999.

     (b)  Unless terminated earlier pursuant to Section 19, this Plan shall
terminate on December 31, 2009, except with respect to Options, Restricted Stock
and Stock Appreciation Rights then outstanding.

5.   Number of Shares.
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     (a) The maximum number of shares of Common Stock for which Grants may be
awarded under the Plan shall be twelve million eight hundred thousand
(12,800,000) shares. The maximum number of shares that may be issued to a single
Participant in a single calendar year is one million (1,000,000).

     (b) In the event that a Participant pays part or all of the exercise price
of an Option or the purchase price of Restricted Stock in the form of Common
Stock, only the net additional shares issued (i.e., the number of shares issued
in excess of the number of shares surrendered) will be taken into account for
purposes of the limitations of Paragraph (a) above.

     (c) Upon the forfeiture of shares of Restricted Stock, the forfeited shares
of Common Stock shall again become available for use under the Plan. Upon the
expiration or termination of an outstanding Option which shall not have been
exercised in full, the shares of Common Stock remaining unissued under the
Option shall again become available for use under the Plan.

6.   Eligibility.
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     (a) Persons eligible to receive Grants under this Plan shall consist of key
Employees who are not Officers or Directors and Consultants.

     (b) The Committee shall from time to time, in its absolute discretion, and
subject to applicable limitations of this Plan:

         (i)   Determine which eligible Employees who are not Officers or
Directors are key Employees and select from among the key Employees as well as
Consultants such of them as in its opinion should be awarded Grants.

         (ii)  Subject to Section 5(a), determine the number of shares to be
subject to such Grants awarded to the selected individuals.

         (iii) Determine the terms and conditions of such Grants, consistent
subject this Plan.

     (c) In the event that the Company acquires another entity by merger or
otherwise, the Committee may authorize the issuance of Options ("Substitute
Options") to the individuals performing services for the acquired entity in
substitution of stock options previously granted to those individuals in
connection with their performance of services for the acquired entity upon such
terms and conditions as the Committee shall determine.

7.   Form of Options.   Options shall be granted under this Plan on such terms
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and in such form as the Committee may approve, which shall not be inconsistent
with the provisions of this Plan, but which need not be identical from Option to
Option.

     (a) The exercise price per share of Common Stock purchasable under an
Option shall be set forth in the Option. Except in the case of Options subject
to the provisions of Section 6(b)

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above, the exercise price of an Option, determined on the date of the Grant,
shall be no less than one hundred percent (100%) of the Fair Market Value of the
Common Stock.

     (b) The Committee may include dividend equivalent rights on shares of
Common Stock that are subject to Options. The Committee shall specify in the
Option such terms as it deems appropriate regarding the dividend equivalent
rights, including whether the dividend rights are payable currently or only when
the Option is exercised, and whether any interest accrues on any unpaid dividend
equivalent rights.

8.   Exercise of Options.
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     (a) An Option shall be exercisable at such time or times and be subject to
such terms and conditions as may be set forth in the Option. Options shall only
be exercisable for whole numbers of shares.

     (b) Options are exercised by payment of the full amount of the purchase
price to the Company. The payment shall be in the form of cash or such other
forms of consideration as the Committee shall deem acceptable, such as the
surrender of outstanding shares of Common Stock owned by the person exercising
the Option or by withholding shares that would otherwise be issued upon the
exercise of the Option. If the payment is made by means of the surrender of
Restricted Stock, a number of shares issued upon the exercise of the Option
equal to the number of shares of Restricted Stock surrendered shall be subject
to the same restrictions as the Restricted Stock that was surrendered. The
Committee may also authorize the exercise of Options by the delivery to the
Company or its designated agent of an irrevocable written notice of exercise
form together with irrevocable instructions to a broker-dealer to sell or margin
a sufficient portion of the shares of Common Stock and to deliver the sale or
margin loan proceeds directly to the Company to pay the exercise price of the
Option.

     (c) In the event of the Disability of the Participant, an Option held by
the Participant may be exercised (to the extent that the Option is then
exercisable) by his or her conservator, agent under durable power of attorney,
or trustee of any trust holding the Option.

     (d) In the event of the death of the Participant, an Option held by the
Participant may be exercised (to the extent that the Option is then exercisable)
by his or her administrator, executor, personal representative, or trustee of a
trust holding the Option, or other person to whom the Option has been
transferred by means of the laws of descent and distribution.

     (e) In the event of the Participant's Retirement, all Options which were
granted to such Participant at least six (6) months prior to Retirement, whether
or not previously exercisable, shall become exercisable immediately.


9.   Termination of Options.
     ----------------------

     (a) Except to the extent the terms of an Option require its prior
termination, each Option shall terminate on the earliest of the following dates:

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         (i)    The date which is ten (10) years from the date on which the
Option is granted;

         (ii)   Except to the extent the terms of an Option permit its later
termination, the date that is ninety (90) days from the date of the Severance of
the Participant to whom the Option was granted; provided, however, that if the
Participant's Severance is as a result of death or the Participant's becoming
Disabled, then the date shall be extended to one (1) year from the date of the
Severance of the Participant to whom the Option was granted; or

         (iii)  The date of the Participant's Severance for Cause.

     (b) Except to the extent the terms of an Option permit its later
termination, notwithstanding the provisions of Paragraph (a) above, in the
case of a Participant's Retirement, the Participant's Options will continue
to vest for five (5) years following Retirement, and the Participant will be
able to exercise his or her Options until the earlier of (i) five (5) years
following Retirement or (ii) the date on which the Options would otherwise
expire.

     (c) Additionally, except to the extent the terms of an Option permit its
later termination, nothwithstanding Paragraphs (a) and (b) of this Section 9 and
Section 20, in the case of a Participant who incurs a Severance other than for
Cause during the 18-month period following a Change in Control, any Option held
by such Participant may thereafter be exercised by the Participant, to the
extent it was exercisable at the time of termination, or on such accelerated
basis as the Committee may determine, for (1) the longer of (a) two years from
such date of Severance or (b) such other period as may be provided in the Plan
for such Severance or as the Committee may provide in the option agreement, or
(2) until expiration of the stated term of such Option, whichever period is
shorter.

10.  Reload Options.
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     (a) In the case of a Participant who pays the exercise price of an Option
prior to the date on which it expires by means of surrendering shares of Common
Stock previously acquired by the Participant, the Committee may at its
discretion grant the Participant another Option ("Reload Option") of the same
type (i.e., a non-qualified stock option) as the Option being exercised
("Underlying Option") for the same number of shares that were so surrendered.

     (b) The duration of the Reload Option will be for the remaining term of the
Underlying Option, and the Exercise Price shall be the Fair Market Value of the
Common Stock on the day on which the Underlying Option was exercised.

     (c) Reload Options may only be granted to individuals performing services
for the Company at the time the Underlying Option is exercised. A Reload Option
may not be granted upon the exercise of another Reload Option.

11.  Restricted Stock.
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     (a) The Committee may issue Grants of Restricted Stock upon such terms and
conditions as it may deem appropriate, which terms need not be identical for all
such Grants.

     (b) Restricted Stock may be sold to Participants, or it may be issued to
Participants without the receipt of any consideration. If the Participant is
required to give any consideration, the payment shall be in the form of cash or
such other forms of consideration as the Committee shall deem acceptable, such
as the surrender of outstanding shares of Common Stock owned by the Participant.

     (c) A Participant shall not have a vested right to the Restricted Stock
until the satisfaction of the vesting requirements specified in the Grant.

     (d) A Participant may not assign or alienate his or her interest in the
shares of Restricted Stock prior to vesting. Otherwise, the Participant shall
have all of the rights of a

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stockholder of the Company with respect to the Restricted Stock, including the
right to vote the shares and to receive any dividends.

     (e) The following rules apply with respect to events that occur prior to
the date on which the Participant obtains a vested right to the Restricted
Stock.

         (i)  Stock dividends issued with respect to the shares covered by a
Grant of Restricted Stock shall be treated as additional shares received under
the Grant of Restricted Stock.

        (ii)  Cash dividends are taxable compensation to the Participant that is
deductible by the Company.

12.  Stock Appreciation Rights.
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     (a) Stock Appreciation Rights may be granted separately or in conjunction
with all or part of an Option granted under the Plan. In the case of an Option,
such rights may be granted either at or after the time of the Grant of the
Option.

     (b) A Stock Appreciation Right that is granted in conjunction with an
Option may provide that it may only be exercised when the Option may be
exercised.

13.  Participant Elections.   Pursuant to such rules and procedures as may be
     ---------------------
prescribed by the Committee, Participants may elect to exchange one type of
Grant under the Plan for another type of Grant, and/or enter into other
arrangements to defer the receipt of income or items of tax preference that
would otherwise be recognized by the Participant under the Plan.

14.  [Intentionally Omitted].

15.  Bonus Grants and Grants In Lieu Of Compensation. The Committee is
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authorized to grant shares of Common Stock as a bonus, or to grant shares of
Common Stock, Restricted Stock or Options in lieu of Company obligations to pay
cash or deliver other property under the Plan or under other plans or
compensatory arrangements.  Such grants shall be upon such terms and conditions
as the Committee may deem appropriate.

16.  Modification of Options.  The Committee may modify an existing Option,
     -----------------------
including the right to:

     (a) Accelerate the right to exercise it;

     (b) Extend or renew it; or

     (c) Cancel it and issue a new Option.

However, no modification may be made to an Option that would impair the rights
of the Participant holding the Option without his or her consent.

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17.  Non-transferability of Grants.
     -----------------------------

     (a) Except to the extent specified in the Grant and as provided in Sections
8(c) and (d), Options are exercisable only by the Participant. Options are not
assignable or transferable except by will or the laws of descent and
distribution. The Committee shall prescribe such rules and procedures as it
deems appropriate regarding the transfer of Options, taking into account the
impact of Section 16 of the Exchange Act, the need to register those shares
under the Securities Act of 1933, and applicable State Blue Sky Laws.

     (b) Grants of Restricted Stock and Stock Appreciation Rights shall be
subject to such restrictions on transferability as may be imposed in such
Grants.

18.  Adjustments.
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     (a) In the event of a stock split, stock dividend, recapitalization,
merger, consolidation, split-up, combination, exchange of shares, or similar
change affecting Common Stock, the Committee shall authorize such adjustments as
it may deem appropriate with respect to:

         (i)   The number and/or kind of shares covered by each outstanding
Option;

         (ii)  The aggregate number and/or kind of shares for which Options may
be granted under this Plan; and

         (iii) The exercise price per share in respect of each outstanding
Option.

     Except as set forth above in this Section 18(a), no issuance by the Company
of shares of stock of any class, or securities convertible into, or options or
warrants to purchase shares of any class of stock, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to any Grant.

     (b) The Committee may also make such adjustments in the event of a spinoff
(or other distribution) of Company assets to stockholders, other than normal
cash dividends.

19.  Effect of Change in Control.
     ---------------------------

     (a) In the event of a Change in Control (as defined in Paragraph (b)
below), all Options and Stock Appreciation Rights then outstanding shall become
fully exercisable as of the date of the Change in Control and all restrictions
and conditions of all Grants of Restricted Stock then outstanding shall be
deemed satisfied as of the date of the Change in Control.

     (b) A "Change in Control" shall mean:

         (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 (A) the then outstanding shares of common

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stock of the Company, including the shares of common stock of the Company
issuable upon an exchange of Softkey Exchangeable Shares that are not owned by
the Company or any corporation controlled by the Company (the "Outstanding
Company Common Stock") or (B) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); provided, however, that
for purposes of this subsection (i), the following shall not constitute a Change
in Control: (1) any acquisition directly from the Company, (2) any acquisition
by the Company or any corporation controlled by the Company, (3) any acquisition
by any employee benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company, (4) 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 the
Company by the Company or of Softkey Exchangeable Shares by Softkey which, by
reducing the number of shares of common stock of the Company 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 the Company or by Softkey as
described above and shall, after such share acquisition by the Company or
Softkey, become the beneficial owner of any additional shares of common stock of
the Company, then such acquisition shall constitute a Change in Control or (5)
any acquisition pursuant to a transaction which complies with clauses (A), (B)
and (C) of subsection (iii) of this Section 19(b); 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 the Company'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 the Company of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Company 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

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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 the Company
or all or substantially all of the Company's assets either directly 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 the
Company 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 the Company of a complete
liquidation or dissolution of the Company.

20.  Cancellation of Grants.   Except as otherwise provided in the Grant, the
     ----------------------
Committee may cancel any unexpired, unpaid, or deferred Grant at any time if the
Participant does not comply with all of the terms of the Grant and the following
conditions.

     (a) A Participant shall not render services for any organization or engage
directly or indirectly in any business that, in the judgment of the Chief
Executive Officer of the Company or other senior officer designated by the
Committee, is or becomes competitive with the Company, or which organization or
business, or the rendering of services to such organization or business, is or
becomes otherwise prejudicial to or in conflict with the interests of the
Company. For Participants whose employment has terminated, the judgment of the
Chief Executive Officer shall be based on the Participant's position and
responsibilities while employed by the Company, the Participant's
post-employment responsibilities and position with the other organization or
business, the extent of past, current and potential competition or conflict
between the Company and the other organization or business, the effect on the
Company's customers, suppliers and competitors of the Participant assuming the
post-employment position and such other considerations as are deemed relevant
given the applicable facts and circumstances. A Participant who has retired
shall be free, however, to purchase as an investment or otherwise, stock or
other securities of such organization or business so long as they are listed
upon a recognized securities exchange or traded over-the-counter, and such
investment does not represent a substantial investment to the Participant or a
greater than five percent (5%) equity interest in the organization or business.

     (b) A Participant shall not, without prior written authorization from the
Company, disclose to anyone outside the Company, or use in other than the
Company's business, any confidential information or material, as those terms are
used in the Company's Employee Patent and Confidence Agreement, relating to the
business of the Company, acquired by the Participant either during or after
employment with the Company.

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     (c) A Participant, pursuant to the Company's Employee Patent and Confidence
Agreement, shall disclose promptly and assign to the Company all right, title,
and interest in any invention or idea, patentable or not, made or conceived by
the Participant during employment by the Company, relating in any manner to the
actual or anticipated business, research, or development work of the Company and
shall do anything reasonably necessary to enable the Company to secure a patent
where appropriate in the United States and in foreign countries.

     (d) Upon exercise, payment, or delivery pursuant to an Award, the
Participant shall certify on a form acceptable to the Committee that he or she
is in compliance with the terms and conditions of the Plan. Failure to comply
with the provisions of paragraph (a), (b) or (c) of this Section 20 prior to, or
during the six (6) months after, any exercise, payment or delivery pursuant to
an Award may, at the Committee's discretion, cause such exercise, payment or
delivery to be rescinded. The Company shall notify the Participant in writing of
any such rescission within two (2) years after such exercise, payment or
delivery. Within ten (10) days after receiving such a notice from the Company,
the Participant shall pay to the Company the amount of any gain realized or
payment received as a result of the rescinded exercise, payment, or delivery
pursuant to an Award. Such payment shall be made either in cash or by returning
to the Company the number of shares of Common Stock that the Participant
received in connection with the rescinded exercise, payment, or delivery.

21.  [Intentionally Omitted.]

22.  Amendments and Termination.  The Board may at any time amend or terminate
     --------------------------
this Plan.  However, no amendment or termination of the Plan may impair the
rights of a Participant holding a Grant without his or her consent.

23.  Tax Withholding.
     ---------------

     (a) The Company shall have the right to take such actions as may be
necessary to satisfy its tax withholding obligations relating to the operation
of this Plan.

     (b) If Common Stock is used to satisfy the Company's tax withholding
obligations, the stock shall be valued at its Fair Market Value when the tax
withholding is required to be made.

     (c) Notwithstanding any other provision of this Plan, the number of shares
of Common Stock otherwise issuable upon the exercise of an Option which may be
withheld in order to satisfy the Participant's federal and state income and
payroll tax liabilities with respect to the exercise or vesting of the Option
shall be limited to the number of shares which have a Fair Market Value equal to
the aggregate amount of such liabilities based on the minimum statutory
withholding rates for federal and state income tax and payroll tax purposes that
are applicable to such supplemental taxable income.

24.  No Additional Rights.
     --------------------

     (a) Neither the adoption of this Plan nor the granting of any Option or
Restricted Stock shall:

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<PAGE>

         (i)  Affect or restrict in any way the power of the Company to
undertake any corporate action otherwise permitted under applicable law; or

         (ii) Confer upon any Participant the right to continue performing
services for the Company, nor shall it interfere in any way with the right of
the Company to terminate the services of any Participant at any time, with or
without cause.

     (b) No Participant shall have any rights as a stockholder with respect to
any shares covered by a Grant until the date a certificate for such shares has
been issued to the Participant following the exercise of an Option or the
receipt of Restricted Stock.

25.  Securities Law Restrictions.
     ---------------------------

     (a) No securities shall be issued under this Plan unless the Committee
shall be satisfied that the issuance will be in compliance with applicable
federal and state securities laws.

     (b) The Committee may require certain investment (or other) representations
and undertakings in connection with the issuance of securities in connection
with the Plan in order to comply with applicable law.

     (c) Certificates for shares of Common Stock delivered under this Plan may
be subject to such restrictions as the Committee may deem advisable. The
Committee may cause a legend to be placed on the certificates to refer to those
restrictions.

26.  Indemnification.   To the maximum extent permitted by law, the Company
     ---------------
shall indemnify each member of the Committee and of the Board, as well as any
other Employee of the Company with duties under this Plan, against expenses
(including any amount paid in settlement) reasonably incurred by the individual
in connection with any claims against the individual by reason of the
performance of the individual's duties under this Plan, unless the losses are
due to the individual's gross negligence or lack of good faith.  The Company
will have the right to select counsel and to control the prosecution or defense
of the suit.  The Company will not be required to indemnify any person for any
amount incurred through any settlement unless the Company consents in writing to
the settlement.

27.  Governing Law.   This Plan and all actions taken hereunder shall be
     -------------
governed by and construed in accordance with the laws of the State of Delaware.

                      ************************************

  To signify its adoption of this Plan, the Company has caused its execution.

                                  Mattel, Inc.,
                                  a Delaware Corporation
                                  /s/ Alan Kaye
                                  --------------------------------------
                                  Senior Vice President, Human Resources

                                  Date:  November 4, 1999

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