Employment Agreement - Mattel Inc. and John W. Amerman


                           EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT, dated as of September 23, 1996 (the
'Agreement'), is between Mattel, Inc., a Delaware corporation ('Mattel'),
and John W. Amerman ('Amerman').

     In consideration of services to be performed by Amerman under this
Agreement, the termination of the Existing Employment Agreement between
Mattel and Amerman dated as of November 11, 1993 and which was made subject
to an Interpretive Rider dated January 2, 1996 (collectively, the 'Existing
Employment Agreement'), and for other good and valuable consideration, the
receipt of which is hereby acknowledged, Mattel and Amerman desire to enter
into this Agreement which shall become effective on January 1, 1997, the
first day following the termination of the Existing Employment Agreement.

     1.   Termination of the Existing Employment Agreement.
Notwithstanding anything to the contrary contained therein, the Existing
Employment Agreement shall terminate on December 31, 1996 and except as
expressly stated in this Agreement, neither Amerman nor Mattel shall have
any further rights or obligations thereunder after such date.

     2.  Employment Period and Duties.  Mattel hereby agrees to employ
Amerman and continue him in its employ, and Amerman hereby accepts such
employment and agrees to remain in the employ of




Mattel, as a Senior Advisor to the Chief Executive Officer for the period
commencing on January 1, 1997 and ending on December 31, 1998 (the 'Employment
Period').

     Throughout the Employment Period, Amerman's duties, responsibilities,
and authority shall be such advisory services as determined by the Chief
Executive Officer or by the Board of Directors, shall be consistent with
his level of experience and stature within the business community and shall
be performed in Los Angeles, California, unless Amerman consents to a
transfer outside the area.  Amerman will not be an officer of Mattel or any
of its subsidiaries nor shall his employment include any policy making
functions.  It is further provided that unless Amerman elects otherwise, he
shall continue in the role of Mattel's Chairman of the Board of Directors,
until the earlier of (i) when Jill E. Barad, in the role of Chief Executive
Officer and with the concurrence of the Board of Directors, elects to
assume the additional role of Chairman of the Board, or (ii) a majority of
the Board appoints a new Chairman, or (iii) until December 31, 1997 when
his tenure as Chairman of the Board will expire, and thereupon, Amerman
will immediately relinquish his title and position as Chairman of the
Board.

     This Agreement shall further serve to memorialize certain rights and
benefits owed to Amerman by Mattel during the period of his retirement from
Mattel, commencing no later than January


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1, 1999, notwithstanding the fact that the Employment Period, as described
herein, shall not extend beyond December 31, 1998.

     3.  Performance of Duties.  As Senior Advisor, Amerman agrees to
perform necessary duties and services on behalf of Mattel, as reasonably
requested in good faith by the Chief Executive Officer during the
Employment Period; however, Amerman shall not be precluded from engaging in
any outside business activity unrelated to Mattel, so long as Amerman does
not engage in the business of developing, producing, marketing or selling
products or services of the kind or type being developed, produced,
marketed or sold by Mattel or its affiliates while Amerman is employed by
Mattel.  Amerman's duties shall also include cooperating with Mattel in
connection with any future or currently pending litigation, investigation
or other matter, including without limitation, making himself available to
testify in any action as reasonably requested by Mattel.

     4.   Compensation.
          (a)  Base Salary.  Throughout the Employment Period, Amerman
shall receive a base salary ('Base Salary') at the bi-weekly rate of
$42,308.00, and the said Base Salary rate shall be maintained through the
final pay period ending on or before December 31, 1998.


                                 -3-


          (b)  Bonus Programs.  In addition to the Base Salary, Amerman
shall participate throughout the Employment Period in Mattel's Management
Incentive Plan ('MIP') and its Long-Term Incentive Plan ('LTIP'),
collectively described as 'Bonus Programs'.  Amerman's participation in the
MIP and the LTIP shall be provided for as follows:

               (i)  For the 1996 MIP, payable in 1997, Amerman's award
shall be made by the Compensation/Options Committee of the Board of
Directors of Mattel, in accordance with the terms and provisions of the
1996 MIP;

               (ii)  For the 1997 MIP, payable in 1998, Amerman shall
participate in accordance with the terms and provisions of the 1997 MIP,
except that Amerman's award shall be made by the Compensation/Options
Committee of the Board of Directors of Mattel, and the amount of such award
shall be based exclusively on Mattel's overall corporate financial
performance in 1997 pursuant to its level of achievement with respect to
pre-established goals approved by the Compensation/Options Committee, so
long as such performance is at or above 'Cut-In' as defined in the
provisions of the 1997 MIP;

               (iii)  For the 1998 MIP, payable in 1999, Amerman shall
participate in accordance with the terms and provisions of the 1998 MIP,
except that Amerman's award shall be made by the Compensation/Options
Committee of the Board of Directors of Mattel, and the amount of such award
shall be based exclusively


                                 -4-


on Mattel's overall corporate financial performance in 1998 pursuant to its
level of achievement with respect to pre-established goals approved by the
Compensation/Options Committee, so long as such performance is at or above
'Cut In' as defined in the provisions of the 1998 MIP; and,

               (iv) Amerman's eligibility and participation in the 1996-
1998 LTIP shall continue on the same basis as provided for under the
Existing Employment Agreement dated as of November 11, 1993.

          (c)  Retirement Plans.  In addition to the Base Salary and
participation in the Bonus Programs, during the Employment Period, Amerman
shall be entitled to participate in all retirement plans, specifically, but
not limited to, Mattel's 401(k) Plan and Mattel's Supplemental Executive
Retirement Plan ('SERP'), as such plans may be in effect from time to time
at Mattel.  It is agreed that in the calculation of Amerman's SERP benefit,
the provision in the Plan which defines the short-term bonus ('MIP')
component of his 'Final Average Compensation' shall be the average of the
highest two out of the last five year's awards.  In the event of Amerman's
death prior to the conclusion of the Employment Period, Amerman's spouse
shall receive a retirement benefit, as provided for pursuant to Amerman's
election and if no such election is made, then the '100% Joint and Survivor
Option' shall apply in accordance with the


                                 -5-


applicable provisions of the SERP, and payment shall begin as soon as
practicable after Amerman's death.

          (d)  Benefit Plans.  During the Employment Period, Amerman and/or
his family, as the case may be, shall be entitled to receive all amounts
which he or his family is or would have been entitled to receive as
benefits under all medical, dental, disability, group life, accidental
death and travel accident insurance plans and programs of Mattel in which
Amerman is a participant as in effect from time to time at Mattel.
Further, following the completion of the Employment Period, Amerman and his
family shall continue to be eligible for benefits under the medical,
dental, and group life insurance plans in effect as of December 31, 1998,
with Amerman and his family's eligibility for coverages to continue up
through and until Amerman's death, whereupon the applicable spouse-related
coverages pertaining to the medical and dental insurance plans shall
continue to apply to Amerman's spouse, if living, for a period of six
months following Amerman's death.

          (e)  Expenses and Office Space.  During the Employment Period,
Amerman shall be entitled to receive prompt reimbursement for all
reasonable expenses incurred by him in accordance with the policies and
practices of Mattel as in effect from time to time at Mattel.  In the event
that Amerman's offices during the Employment Period are located at a site
other than at Mattel's


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headquarters' building in El Segundo, California, Mattel shall provide
Amerman with Company-paid office accommodations reasonably comparable to
those which he last occupied in the Mattel headquarters' building and
appropriate administrative support as requested by Amerman.

          (f)  Fringe Benefits.  During the Employment Period, Amerman
shall be entitled to fringe benefits on the same basis as received by him
under the terms of his Existing Employment Agreement dated as of November
11, 1993, including the automobile currently in his possession, along with
associated auto-related expenses as well as the use of a company-issued
gasoline credit card, country club memberships and related expenses, and
financial counseling in accordance with the policies of Mattel as in effect
from time to time at Mattel.  Further, following the completion of the
Employment Period, Amerman shall be entitled to:  (i) continued use of the
same automobile up to December 31, 2001 whereupon Amerman may purchase said
automobile for $1.00 with such purchase to be consummated not later than
January 31, 2002; (ii) continued use of gasoline credit cards issued by
Mattel up to December 31, 2001; (iii) financial counseling paid for by
Mattel until Amerman's death; and (iv) continued payment by Mattel of
annual country club dues and associated expenses up to December 31, 2001,
when said membership shall be wholly transferred to Amerman at no cost to
him (but subject to tax


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reporting as imputed income applicable to the year in which the membership
is transferred).

          (g)  Stock Option Grants.  During the Employment Period, the
Board of Directors, in its sole discretion, may award stock option grants
to Amerman in accordance with the terms and conditions of the 1996 Mattel
Stock Option Plan.

          (h)  Certain Amendments.  Nothing herein shall be construed to
prevent Mattel from amending, altering, eliminating or reducing any plans,
benefits or programs so long as Amerman continues to have the opportunity
to receive compensation and benefits consistent with Sections 4(a) through
(g).

     5.   Termination.
          (a)  Death.  This Agreement shall terminate automatically upon
Amerman's death; provided that Base Salary, all bonuses and earned benefits
will be continued and paid for a period of six (6) months thereafter,
unless a longer period is otherwise specified.

          (b)  Cause.  Mattel may terminate Amerman's employment for
'Cause' if a majority, consisting of at least 2/3 of the non-management
members of the Board of Directors of Mattel, determines that 'Cause'
exists. For purposes of this Agreement, 'Cause' means (i) an act or acts of
dishonesty on Amerman's part


                                 -8-


which are intended to result in his substantial personal enrichment at the
expense of Mattel; (ii) repeated violations by Amerman of his obligations
under Section 2 of this Agreement which are demonstrably willful and deliberate
on Amerman's part and which resulted in material injury to Mattel;
(iii) conduct of a criminal nature 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) 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, Amerman 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.  Amerman may terminate his employment at any
time for Good Reason.  For purposes of this Agreement, 'Good Reason' means
the good faith determination by Amerman that any one or more of the
following have occurred:

               (i)  without the express written consent of Amerman, any
change(s) in any of the duties, authority, or responsibilities of Amerman
which is (are) inconsistent in any substantial respect with Amerman's
position, authority, duties,


                                 -9-


or responsibilities as contemplated by Sections 2 and 3 of this Agreement;

               (ii)  any failure by Mattel to comply with any of the
provisions of Section 4 of this Agreement, other than an insubstantial and
inadvertent failure remedied by Mattel promptly after receipt of notice
thereof given by Amerman;

               (iii) without Amerman's consent, any requirement by Mattel
that Amerman be based at any office or location other than an office or
location in Los Angeles, California, except for travel reasonably required
in the performance of Amerman's responsibilities;

               (iv) any proposed termination by Mattel of Amerman's
employment otherwise than as permitted by this Agreement; or

               (v) any failure by Mattel to obtain the assumption and
agreement to perform this Agreement by a successor as contemplated by
Section 15(b).

          (d)  Notice of Termination.  Any termination of Amerman's
employment by Mattel for Cause or by Amerman for Good Reason shall be
communicated by Notice of Termination to the other party hereto given in
accordance with Section 16(b). 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; and (ii) specifies the
Date of Termination (defined below).


                                 -10-


          (e)  Date of Termination.  'Date of Termination' means the date
of 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 Amerman's
employment is terminated by Mattel for any reason other than Cause, the
Date of Termination is the date on which Mattel notifies Amerman of such
termination; and (ii) if Amerman's employment is terminated due to
Amerman's death, the Date of Termination shall be the date of death.

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

          (a)  Death.  If Amerman's employment is terminated by reason of
his death, this Agreement shall terminate without further obligations by
Mattel to Amerman'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 his death or as
otherwise provided in Section 5(a) or this Section 6(a).  As of the Date of
Termination, Amerman's family shall be entitled to Amerman's benefits on
the terms described in Section 6(c)(vi) (other than leased car benefits,
which are excluded), except that healthcare insurance coverage and
financial counseling services


                                 -11-


shall terminate on the later of: (a) December 31, 2001, or (b) three years
from the date of Amerman's death.  Amerman's country club membership shall be
transferred to Amerman's spouse at no cost to the spouse within six (6)
months of Amerman's death.

          (b)  Cause.  If Amerman's employment is terminated for Cause or
if Amerman terminates his employment without Good Reason, Mattel shall pay
Amerman his 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 Amerman under this Agreement.

          (c)  Good Reason; Other Than for Cause. If Mattel terminates
Amerman's employment other than for Cause or Amerman terminates his
employment for Good Reason:

               (i)  Mattel shall pay to Amerman in a lump sum in cash
within 30 days after the Date of Termination the balance of the bi-weekly
salary payments which would have been paid to Amerman through December 31,
1998 if he had continued in the employ of Mattel;

               (ii)  Mattel shall pay to Amerman any unpaid MIP bonus
awards due to Amerman based on Mattel's corporate performance for the 1997
and 1998 MIP years, with such payments to be made not later than March 31
of the succeeding years


                                 -12-


immediately following the completion of the applicable MIP calendar year(s);

               (iii)  Mattel shall pay to Amerman an LTIP payment
reflective of Amerman's participation in the three-year plan, so that at
the time that final performance under the LTIP is determinable and
individual payouts calculated, Amerman shall promptly receive an amount
equivalent to what he would have received if he had remained employed
through the date of such payouts, less any interim payments already made
pursuant to Amerman's continuing eligibility for full participation in the
LTIP; and
               (iv)  Options granted to Amerman under Mattel's stock option
plans (the 'Stock Option Plans') which options have been granted for more
than six months shall become immediately exercisable and Amerman 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 (iv). On the Date of Termination,
Amerman will be treated as a retiree under the Stock Option Plans, which
will enable Amerman to vest in and exercise stock options theretofore
granted thereunder, at the election of Amerman, (x) in the manner described
in the immediately preceding sentence, or (y) for a period of up to five
years after the Date of Termination (but in no event past the expiration of
the term of the option grant).

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               (v)  Mattel shall, promptly upon submission by Amerman of
supporting documentation, pay or reimburse to Amerman any costs and
expenses paid or incurred by Amerman which would have been payable under
Section 4(e) if his employment had not terminated.

               (vi) Mattel shall provide to Amerman at Mattel's expense:

                    (I)  life-long medical, dental, prescription drug and
vision care group insurance in accordance with the coverage in effect
immediately prior to the Date of Termination, as well as life-long personal
financial counseling services through the vendor engaged and paid for by
the Company;
                    (II) continuation of country-club membership
'signatory/representative' status as in effect immediately prior to the
Date of Termination until December 31, 2001, and thereafter, Mattel shall
cause the membership to be transferred to Amerman at no cost to Amerman
(but subject to tax reporting as imputed income applicable to the year in
which the membership is transferred).

     Amerman may continue to use the car leased by Mattel that is in his
possession on the Date of Termination until December 31, 2001, at which
time Amerman may purchase the car for $1.00.  Up to December 31, 2001, all
reasonably-incurred expenses related to such leased car, including but not
limited to repairs,


                                 -14-


maintenance, gasoline, and car phone and other associated expenses, shall
be borne by Mattel.

     7.  Non-exclusivity of Rights.     Nothing in this Agreement shall
prevent or limit Amerman's continuing or future participation in any
benefit, bonus, incentive or other plan or program provided by Mattel and
for which Amerman may qualify, nor shall anything herein limit or otherwise
affect such rights as Amerman 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
Amerman 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.

     8.   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 Amerman or
others. Mattel agrees to pay, to the full extent permitted by law, all
legal fees and expenses which Amerman may reasonably incur as a result of
any contest (regardless of the outcome thereof) by Mattel or others of the
validity or enforceability of, or liability under, any provision of this
Agreement other than


                                 -15-


expenses relating to a claim by Amerman that he
terminated for Good Reason or that the termination for Cause was improper,
in which case such fees and expenses shall be paid only if Amerman prevails
in whole or in part.  All amounts provided herein shall include, in each
case, interest, compounded quarterly, on the total unpaid amount determined
to be payable under this Agreement, such interest to be calculated on the
basis of the prime commercial lending rate published in the Wall Street
Journal in effect from time to time during the period of such nonpayment.
In the event that Amerman 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 Amerman shall, unless Mattel and Amerman 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 Amerman and thereupon, Amerman shall be entitled to
receive only those payments and benefits which he would have been entitled
to receive at such date.

     9.   Arbitration of Disputes.
          (a)  The parties agree that any disputes, controversies or claims
which arise out of or relate to this Agreement, Amerman's employment or the
termination of his 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


                                 -16-


of the relationship between Amerman 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,
including the determination of Mattel's Board of Directors in accordance
with Section 5(b), 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, statutory or
constitutional claims or other tort or property claims of any kind, which
are not settled by agreement between the parties, shall be settled by
arbitration under the labor arbitration rules of the American Arbitration
Association before a board of three arbitrators, as selected thereunder.

     One arbitrator shall be selected by Amerman, one by Mattel and the
third by the two persons so selected, all in accordance with the labor
arbitration rules of the American Arbitration Association then in effect.
In the event that the arbitrator selected by Amerman 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 provided by the
office of the American Arbitration Association nearest to Amerman's
residence with the parties striking names in order and the party striking
first to be determined by the flip of a coin.


                                 -18-


The arbitration shall be held in a location to be mutually agreed upon by
the parties.  In the absence of agreement, the Chairman of the
Compensation/Options Committee of the Board of Mattel shall determine
the location.

          (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 Agreement shall provide the
exclusive remedy, and each party expressly waives any right he 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 9 must be
presented in writing by the claiming party to the other within one year of
the date the claiming party knew or should have known of the facts giving
rise to the claim, except that claims arising out of or related to the
termination of Amerman's employment must be presented by him within one
year after the Date of Termination.  Unless the party against whom any
claim is asserted waives the time limits set forth above, any


                                 -18-


claim not brought within the time periods specified shall be waived and
forever barred.

          (d)  Mattel will pay all costs and expenses of the arbitration.
In the event expenses are not paid by Mattel, and without diminishing
Amerman's right to reimbursement as provided in this Section, costs and
expenses shall be paid as follows: (x) the expenses of the neutral arbitrator
and of a transcript of any arbitration proceeding shall be divided equally
between Amerman and Mattel; and (y) each party shall bear the expenses of
the arbitrator selected by it and of the witnesses it calls.

          (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 9
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 or could have been 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


                                 -19-


arbitrators shall be a condition precedent to the institution or
maintenance of any legal, equitable, administrative, or other formal
proceeding by Amerman 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.

     10.  General Release.  Amerman acknowledges and agrees that this
Agreement includes the entire agreement and understanding between the
parties with regard to the termination of the Existing Employment
Agreement, Amerman's employment under this Agreement, the termination
thereof during the Employment Period, and all amounts to which Amerman
shall be entitled whether prior to the commencement of the terms of this
Agreement, during the term of employment or upon termination thereof.
Accordingly, Amerman, on behalf of himself and his successors, assigns,
heirs and any and all other persons claiming through Amerman, if any, and
each of them, shall and does hereby forever relieve, release, and discharge
Mattel and its respective predecessors, successors, assigns, owners,
attorneys, representatives, affiliates, parent 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


                                 -20-


and expenses (including, but not limited to, attorneys' fees), damages,
actions and causes of action, of whatever kind or nature, including, without
limitation, any statutory, civil or administrative claim, or any claim,
arising out of acts or omissions occurring before the execution of this
Agreement, whether known or unknown, suspected or unsuspected, fixed or
contingent, apparent or concealed (collectively referred to as 'claims'),
including, but not limited to, any claims based on, arising out of, related
to or connected with the subject matter of this Agreement or the Existing
Employment Agreement dated as of November 11, 1993, Amerman's employment or
the termination thereof, and any and all facts in any manner arising out
of, related to or connected with Amerman's employment with, or termination
of employment from, Mattel or any of its related entities, including, but
not limited to, any claims arising from rights under federal, state, and
local laws prohibiting discrimination on the basis of race, national
origin, sex, religion, age, marital status, pregnancy, handicap, ancestry,
sexual orientation, or any other form of discrimination, and any common law
claims of any kind, including, but not limited to, contract, tort, and
property rights including, but not limited to, breach of contract, breach
of the implied covenant of good faith and fair dealing, tortious
interference with contract or current or prospective economic advantage,
fraud, deceit, misrepresentation, defamation, wrongful termination,
infliction


                                 -21-


of emotional distress, breach of fiduciary duty, and any other common law
claim of any kind whatever.

     Upon Mattel's fulfilling its obligations to Amerman hereunder, Amerman
expressly waives any and all rights under Section 1542 of the Civil Code of
the State of California, and all other federal or state statutory rights,
rules, and principles of common law or equity, including without limitation
those of any jurisdiction, government, or political subdivision thereof,
similar to Section 1542 ('similar provision'). Thus Amerman may not invoke
the benefits of Section 1542 or any similar provision in order to prosecute
or assert in any manner any claims released hereunder. Section 1542
provides 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.'

     11.  Age Discrimination in Employment Act Waiver.  The waiver given
below is given only in exchange for consideration in addition to anything
of value to which Amerman is already entitled.  The waiver set forth below
does not waive rights or claims which may arise after the date of execution
of this Agreement.  Amerman acknowledges that (i) this entire Agreement


                                 -22-


is written in a manner calculated to be understood by Amerman, (ii) that he
has been advised in writing to consult with an attorney before executing
this Agreement, and (iii) he was given a period of 21 days within which to
consider the Agreement, and (iv) to the extent he executes this Agreement
before the expiration of the 21 day period, he does so knowingly and
voluntarily and only after consulting with an attorney.  Amerman shall have
the right to cancel and revoke this Agreement during a period of 7 days
following his execution of the Agreement and this Agreement shall not
become effective, and no money shall be paid hereunder until the expiration
of such 7-day period.  The 7-day period of revocation shall commence upon
the date of execution of this Agreement.  In order to revoke this
Agreement, Amerman shall deliver to the Company, prior to the expiration of
said 7-day period, a written notice of cancellation.

     In addition to the release set forth at Section 10 hereof, hereby
voluntarily and knowingly waives all rights or claims arising under the
Federal Age Discrimination in Employment Act.

     12.  Post Employment Restraints.  Amerman 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 Amerman
during his employment by Mattel or any of its affiliated companies and
which shall not


                                 -23-


be public knowledge and will continue to be bound by the
provisions of the Patent and Confidence Agreement previously executed by
Amerman.  Amerman acknowledges that the toy business is highly innovative
and competitive, and that the trade secret information and Proprietary
Information (as defined in the Patent and Confidential Information
Agreement Amerman has entered into with Mattel) which he now possesses and
which he will come to possess during the term of this Agreement involve
valuable and proprietary information, including information with regard to
products, product design and strategy.  Amerman further acknowledges that
(particularly in light of Amerman's having been employed by Mattel in its
highest positions) this trade secret and Proprietary Information would
necessarily be compromised were he to use this information for himself
after his employment, or were he to become an employee or consultant or
otherwise become associated with any competitor of Mattel during the life-
cycle of the development of products and the strategy associated with the
marketing of such products.  Although the lengths of such cycles vary
depending upon the product, Mattel and Amerman agree that a three-year
period of protection is a reasonable and necessary period in order to
protect Mattel's trade secret and Proprietary Information.  Accordingly,
Amerman and Mattel agree for a three-year period following the termination
of Amman's employment with Mattel, that Amerman will not himself use any
Mattel trade secret or Proprietary Information and that he will not
directly or indirectly become an employee of, consult with, render services


                                 -24-


for, own, manage, control, participate in, or in any manner engage in any
business which engages in the creation, design, development or
manufacturing of toys or other products competitive with products in
release or under development by Mattel at the time of the termination of
his employment.  Because of the international scope of Mattel's markets,
Amerman and Mattel agree that such limitations shall apply throughout the
world.

     Amerman further agrees that for the three-year period following the
termination of his employment, he will not induce or attempt to induce any
employee of Mattel to leave the employ of Mattel or hire directly or
through another person or entity, any person who is an employee of Mattel
at any time during the last year of his employment at Mattel.  Amerman
further agrees that he will not induce or attempt to induce any customer,
supplier, license or other person or entity with a business relationship
with Mattel to cease doing business with Mattel, or in any way interfere
with the relationships between such customer, supplier, licensee or
business relation and Mattel.

     Nothing in this paragraph shall prohibit Amerman from being a passive
owner of not more than two percent (2%) of the outstanding shares of any
class of stock of a corporation which is publicly traded, so long as
Amerman does not serve such company in any capacity whether as a board
member or otherwise, and


                                 -25-


Amerman has no active participation in the business of such corporation or
any of its subsidiaries or affiliates.

     If, at the time of enforcement of this paragraph, an arbitrator should
hold that the duration or scope of the restrictions stated herein are
unreasonable under the circumstances then existing, the parties agree that
the maximum duration or scope which is reasonable under such circumstances
shall be substituted for the stated duration or scope.  Similarly, if, at
the time of enforcement, an arbitrator should hold that the area of the
restriction stated herein is unreasonable under the circumstances then
existing, the parties agree that the maximum area which is reasonable under
such circumstances shall be substituted for the stated area.

    13.  Indemnification; Cooperation.  Following the termination of Amerman's
employment, Mattel shall nevertheless indemnify, defend and hold harmless
Amerman, to the extent Mattel was obligated to do so as of the date of this
Agreement, against all losses, claims, damages, costs, expenses, liabilities,
judgments or amounts of or in connection with any claim, action, suit,
proceeding or investigation based in whole or in part on or arising in whole
or part out of Amerman's actions as a director, officer or employee of Mattel,
whether pertaining to any matter existing at the date of Amerman's termination
or occurring at or after such date, and whether asserted prior to, at, or
after the


                                 -26-


termination of his employment.  Amerman further agrees following
the termination of his employment to fully cooperate with Mattel in
connection with any future or currently pending obligation, investigation, or
other matters including without limitation, by making himself available to
testify any action as reasonably requested by Mattel.  Mattel shall reimburse
Amerman's reasonable expenses to the extent Amerman's cooperation under this
paragraph should require such expenditures.

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


                                 -27-


     15.  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
Amerman 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.

     16.  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:

                                 -28-


                    if to Amerman:
                         John W. Amerman
                         *
                         *

                    if to Mattel:

                         MATTEL, INC.
                         333 Continental Blvd.
                         El Segundo, CA  90245
                         ATTENTION:  General Counsel

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.

          (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.


* CONFIDENTIAL


                                 -29-


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


                              /s/ John W. Amerman
                              -----------------------------------
                              John W. Amerman



                              MATTEL, INC.,
                              a Delaware corporation


                              By:/s/ Ned Mansour
                                 --------------------------------
                                 Ned Mansour
                                 President, Corporate Operations



ATTEST:



/s/ Barnett Rosenberg
----------------------------
Secretary


                                 -30-