Seventh Amendment to the Fisher-Price Pension Plan



 Exhibit 10.36 
  
 SEVENTH AMENDMENT TO 
  
 THE FISHER-PRICE PENSION PLAN 
  
 WHEREAS, Mattel, Inc. (“Mattel”) sponsors the Fisher-Price Pension Plan for the benefit of eligible employees of Fisher-Price, Inc. and certain
other subsidiaries; and 
  
 WHEREAS, the provisions of the Plan
are set forth in a 1994 Restatement, as amended by a Sixth Amendment thereto; and 
  
 WHEREAS, Mattel currently has pending an application for a determination from the Internal Revenue Service that the Plan is qualified under Section 401(a) of the Code; and 
  
 WHEREAS, the Internal Revenue Service has requested certain remedial
amendments to the Plan in connection with its review of the application and as a condition for the issuance of a favorable determination with respect to the continued qualified status of the Plan; and 
  
 WHEREAS, Mattel intends to preserve the qualified status of the Plan, and
this Amendment sets forth the remedial amendments requested by the Internal Revenue Service; and 
  
 WHEREAS, in Section 9.1 of the Plan, Mattel reserved the right to amend the Plan at any time in whole or in part; 
  
 NOW, THEREFORE, to effect the foregoing, Mattel does hereby declare that the
Plan be, and hereby is, amended as follows: 
  
 1. Section 1.4(f)
of the Plan is amended effective as of January 1, 1997 by adding the following new sentence to the end thereof: 
  
 “The term “regular employee” shall not include any person classified by the Affiliated Corporations as a supplemental
contract worker, Leased Employee or other worker supplied by a third party personnel agency, independent contractor, agent or consultant, whether or not such classification is upheld in any legal controversy concerning the person’s employment
status.” 
  
 2. The following new Section 1.4(cc) is added
immediately after Section 1.4(bb) of the Plan effective as of January 1, 1997: 
  
 “(cc) “Leased Employee” means any individual who is not an employee of any Affiliated Corporation but who performs services
for an Affiliated Corporation, where: 
  
 (i)
such services are provided pursuant to an agreement between the Affiliated Corporation and any other person (the “leasing organization”); 
  

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 (ii) the individual has performed such services for the Affiliated Corporation, or for
the Affiliated Corporation and any “related persons” determined under Section 414(n)(6) of the Code, on a substantially full-time basis for a period of at least one (1) year; and 
  
 (iii) such services are performed under the primary
direction or control of the recipient.” 
  
 3. The first
sentence of the third paragraph of Section 3.10(a) of the Plan is amended effective as of January 1, 1998 to read as follows: 
  
 “For purposes of this Section, the term “compensation” means wages within the meaning of Section 3401(a) of the Code, for
purposes of income tax withholding at the source, but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for
agricultural labor in Section 3401(a)(2) of the Code) which are paid to such Participant by the Company during such period plus any contributions made on a salary reduction basis under Sections 125, 402(c)(3) or, effective from and after January 1,
2001, 132(f)(4). The term “limitation year” means the Plan Year.” 
  
 4. Section 4.4(a) of the Plan is amended effective as of January 1, 1998 to read as follows: 
  
 “(a) Payment of Small Benefits. If the present value of the accrued monthly pension benefit, as determined in accordance with the
assumptions set forth in Section 5.4, to which a Participant is entitled does not exceed $5,000 ($3,500 prior to January 1, 1998), such present value shall be paid to such Participant in a single sum payment; provided, however, (i) no single sum
distribution shall be made under this Section 4.4(a) if the Participant has previously had an annuity starting date with respect to his accrued benefit and (ii) no single sum distribution shall be made under this Section 4.4(a) prior to October 17,
2000 if the present value of the Participant’s accrued monthly pension benefit ever exceeded the $5,000 or $3,500 (as the case may be) cash-out limit.” 
  
 5. Section 5.2(c) of the Plan is amended effective as of January 1, 1997 by adding the following new sentence to the end
thereof: 
  
 “To the extent provided in Section 11.13, a
Leased Employee shall be credited with Hours of Service with respect to services rendered for Affiliated Corporations, but a Leased Employee shall not become a Participant unless subsequently employed by an Affiliated Corporation as a regular
employee.” 
  

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 6. Section 5.3(b) of the Plan is amended effective as of January 1, 1997 by deleting the phrase
“five years of service” and by substituting in lieu thereof the phrase “3 years of Vesting Service.” 
  
 7. Article 11 of the Plan is amended effective as of December 12, 1994 by adding the following new Section 11.12 to the end thereof: 
  
 “Section 11.12. Military Service. Notwithstanding any
provision of this Plan to the contrary, the Plan shall provide contributions, benefits and service credit with respect to qualified military service in accordance with Code Section 414(u).” 
  
 8. Article 11 of the Plan is amended effective as of January 1, 1997 by
adding the following new Section 11.13 to the end thereof: 
  
 “Section 11.13 Leased Employees. Notwithstanding any provisions of the Plan to the contrary and except as hereinafter provided, a Leased Employee shall be credited with Hours of Service under the Plan to the
extent required by Section 414(n) of the Code with respect to services performed for the Company or an Affiliated Corporation as a Leased Employee. The service crediting requirement of the preceding sentence, however, shall not apply to any Leased
Employee to the extent provided in Section 414(n)(5) of the Code, and in such regard shall not apply with respect to such Leased Employee if such Leased Employee is covered by a leasing organization’s money purchase pension plan that meets the
participation, contribution and vesting requirements of Section 414(n) of the Code and the safe harbor requirements of Section 414(n) of the Code are otherwise satisfied. The service crediting requirement of this Section 11.13, if applicable to a
Leased Employee, shall only entitle such person to be credited with Hours of Service as hereinabove provided and shall not in and of itself entitle such person to become a Participant in the Plan or to accrue a pension benefit under, or otherwise
participate in, the Plan, and such person shall not become a Participant or participate in the Plan unless and until such person becomes a regular employee and otherwise satisfies the requirements of the Plan for participation.” 
  
 9. The second paragraph of Section 12.3(b) of the Plan is amended effective
as of January 1, 2000 by adding the following new sentence to the end thereof: 
  
 “The preceding sentence shall not apply for Plan Years beginning on or after January 1, 2000.” 
  
 10. Section 12.3(c) of the Plan is amended effective as of January 1, 2000 by adding the following new sentence to the end thereof: 
  
 “This provision will not apply for Plan Years beginning on or after
January 1, 2000.” 
  

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 11. Except as expressly or by necessary implication amended hereby, the Plan shall continue in full force
and effect. 
  
 IN WITNESS WHEREOF, Mattel has caused this
instrument to be executed by its duly authorized officer this 25th day of November, 2002. 
  

			
	MATTEL, INC.
		
	 By:
	  	/s/ Alan Kaye
	

	 Name:
	  	Alan Kaye
	 Title:
	  	Senior Vice President—Human Resources


  

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