Indemnity Agreement - Mattel Inc.


                              INDEMNITY AGREEMENT


     This Agreement is made as of the         day of            ,      , by and
between MATTEL, INC., a Delaware corporation (the "Corporation"), and
(the "Indemnitee"), a Director and/or Officer of the Corporation.

     WHEREAS, it is essential to the Corporation to retain and attract as
Directors and Officers the most capable persons available, and

     WHEREAS, the substantial increase in corporate litigation subjects
Directors and Officers to expensive litigation risks at the same time that the
availability of Directors' and Officers' liability insurance has been severely
limited, and

     WHEREAS, it is now and has always been the express policy of the
Corporation to indemnify its Directors and Officers so as to provide them with
the maximum possible protection permitted by law, and

     WHEREAS, the Corporation does not regard the protection available to
Indemnitee as adequate in the present circumstances, and realizes that
Indemnitee may not be willing to serve as a Director and/or Officer without
adequate protection, and the Corporation desires Indemnitee to serve in such
capacity;

     NOW, THEREFORE, in consideration of Indemnitee's service as a Director
and/or Officer after the date hereof, the parties agree as follows:

     1.  Definitions.  As used in this Agreement:

         (a)  The term "Proceeding" shall include any threatened, pending or
     completed action, suit or proceeding, whether brought by or in the right of
     the Corporation or otherwise and whether of a civil, criminal,
     administrative or investigative nature.

         (b)  The term "Expenses" shall include, but is not limited to, expenses
     of investigations, judicial or administrative proceedings or appeals,
     damages, judgments, fines, amounts paid in settlement by or on behalf of
     Indemnitee, attorneys' fees and disbursements and any expenses of
     establishing a right to indemnification under this Agreement.

         (c)  The terms "Director" and "Officer" shall include Indemnitee's
     service at the request of the Corporation as a director, officer, employee
     or agent of another corporation, partnership, joint venture, trust or other
     enterprise as well as a Director and/or Officer of the Corporation.

 
     2.  Indemnity of Director or Officer.  Subject only to the limitations set
forth in Section 3, Corporation will pay on behalf of the Indemnitee all
Expenses actually and reasonably incurred by Indemnitee because of any claim or
claims made against him in a Proceeding by reason of the fact that he is or was
a Director and/or Officer.

     3.  Limitations on Indemnity.  Corporation shall not be obligated under
this Agreement to make any payment of Expenses to the Indemnitee.

         (a)  which payment it is prohibited by applicable law from paying as
     indemnity;

         (b)  for which payment is actually made to the Indemnitee under an
     insurance policy, except in respect of any excess beyond the amount of
     payment under such insurance;

         (c)  for which payment the Indemnitee is indemnified by Corporation
     otherwise than pursuant to this Agreement;

         (d)  resulting from a claim decided in a Proceeding adversely to the
     Indemnitee based upon or attributable to the Indemnitee gaining in fact any
     personal profit or advantage to which he was not legally entitled;

         (e)  resulting from a claim decided in a Proceeding adversely to the
     Indemnitee for an accounting of profits made from the purchase or sale by
     the Indemnitee of securities of Corporation within the meaning of Section
     16(b) of the Securities Exchange Act of 1934 and amendments thereto or
     similar provisions of any state statutory law or common law; or

         (f)  brought about or contributed to by the dishonesty of the
     Indemnitee seeking payment hereunder; however, notwithstanding the
     foregoing, the Indemnitee shall be indemnified under this Agreement as to
     any claims upon which suit may be brought against him by reason of any
     alleged dishonesty on his part, unless it shall be decided in a Proceeding
     that he committed (i) acts of active and deliberate dishonesty, (ii) with
     actual dishonest purpose and intent, and (iii) which acts were material to
     the cause of action so adjudicated.

     For purposes of Sections 3 and 4, the phrase "decided in a Proceeding"
shall mean a decision by a court, arbitrator(s), hearing officer or other
judicial agent having the requisite legal authority to make such a decision,
which decision has become final and from which no appeal or other review
proceeding is permissible.

     4.  Advance Payment of Costs.  Expenses incurred by Indemnitee in defending
a claim against him in a Proceeding shall be paid by the Corporation as incurred
and in advance of the final disposition of such Proceeding; provided, however,
that Expenses of defense need not be paid as incurred and in advance where the
judicial

 
agent of first impression has decided the Indemnitee is not entitled to be
indemnified pursuant to this Agreement or otherwise. Indemnitee hereby agrees
and undertakes to repay such amounts advanced if it shall be decided in a
Proceeding that he is not entitled to be indemnified by the Corporation pursuant
to this Agreement or otherwise.

     5.  Enforcement.  If a claim under this Agreement is not paid by
Corporation, or on its behalf, within thirty days after a written claim has been
received by Corporation, the Indemnitee may at any time thereafter bring suit
against Corporation to recover the unpaid amount of the claim and if successful
in whole or in part, the Indemnitee shall also be entitled to be paid the
Expenses of prosecuting such claim.

     6.  Subrogation.  In the event of payment under this Agreement, Corporation
shall be subrogated to the extent of such payment to all of the rights of
recovery of the Indemnitee, who shall execute all papers required and shall do
everything that may be necessary to secure such rights, including the execution
of such documents necessary to enable Corporation effectively to bring suit to
enforce such rights.

     7.  Notice.  The Indemnitee, as a condition precedent to his right to be
indemnified under this Agreement, shall give to Corporation notice in writing as
soon as practicable of any claim made against him for which indemnity will or
could be sought under this Agreement.  Notice to Corporation shall be given at
its principal office and shall be directed to the Corporate Secretary (or such
other address as Corporation shall designate in writing to the Indemnitee);
notice shall be deemed received if sent by prepaid mail properly addressed, the
date of such notice being the date postmarked.  In addition, the Indemnitee
shall give Corporation such information and cooperation as it may reasonably
require.

     8.  Saving Clause.  If this Agreement or any portion thereof shall be
invalidated on any ground by any court of competent jurisdiction, the
Corporation shall nevertheless indemnify Indemnitee to the full extent permitted
by any applicable portion of this Agreement that shall not have been invalidated
or by any other applicable law.

     9.  Indemnification Hereunder Not Exclusive.  Nothing herein shall be
deemed to diminish or otherwise restrict the Indemnitee's right to
indemnification under any provision of the Certificate of Incorporation or
Bylaws of the Corporation or under Delaware law.

     10.  Applicable Law.  This Agreement shall be governed by and construed in
accordance with Delaware law.

     11.  Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall constitute the original.

     12.  Successors and Assigns.  This Agreement shall be binding upon the
Corporation and its successors and assigns.

 
     13.  Continuation of Indemnification.  The indemnification under this
Agreement shall continue as to Indemnitee even though he may have ceased to be a
Director and/or Officer and shall inure to the benefit of the heirs and personal
representatives of Indemnitee.

     14.  Coverage of Indemnification.  The indemnification under this Agreement
shall cover Indemnitee's service as a Director and/or Officer prior to or after
the date of the Agreement.


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and signed as of the day and year first above written.


                                        MATTEL, INC.



                                        By:
                                           --------------------------------


INDEMNITEE



By:
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