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Published: 2008-03-26

Certificate of Incorporation - Mattel Inc.



                     RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                                 MATTEL, INC.

                  (Originally incorporated on March 6, 1968)

     FIRST:    The name of the corporation (hereinafter called the "Company") is
MATTEL, INC.

     SECOND:   The registered office of the Company in the State of Delaware is
located at Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, in the County of New Castle. The name of its registered agent at
that address is The Corporation Trust Company.

     THIRD:    The purpose of the Company is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

     FOURTH:   The Company is authorized to issue a total of three hundred
twenty three million (323,000,000) shares of all classes of stock. Of such total
number of authorized shares of stock, three hundred million (300,000,000) shares
are Common Stock, each of which shares of Common Stock has a par value of One
Dollar ($1.00), three million (3,000,000) shares are Preferred Stock, each of
which shares of Preferred Stock has a par value of One Dollar ($1.00), and
twenty million (20,000,000) shares of Preference Stock, each of which shares of
Preference Stock has a par value of one cent ($0.01).

     A statement of the designations of the authorized classes of stock or of
any series thereof, and the powers, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, or of the authority of the Board of Directors to fix by
resolution or resolutions such designations and other terms, is as follows:

     A.   Preferred Stock and Preference Stock:

     Shares of Preferred Stock and Preference Stock may be issued from time to
time in one or more series.

     The Board of Directors is hereby authorized, within the limitations and
restrictions stated in this Article FOURTH, to fix by resolution or resolutions
the designation of each series of Preferred Stock and Preference Stock and the
powers, preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, including
without limiting the generality of the foregoing, such provisions as may be
desired concerning voting, redemption, dividends, dissolution or the
distribution of assets,

                                       1

 
conversion or exchange, and such other subjects or matters as may be fixed by
resolution or resolutions of the Board of Directors under the General
Corporation Law of Delaware.

     If any proposed amendment to the Certificate of Incorporation of the
Company would alter or change the preferences, special rights or powers given to
any one or more outstanding series of Preferred Stock or Preference Stock so as
to affect such series adversely, or would authorize the issuance of a class or
classes of stock having preferences or rights with respect to dividends or
dissolution or the distribution of assets that would be superior to the
preferences or rights of such series of Preferred Stock or Preference Stock,
then the holders of each such series of Preferred Stock or Preference Stock so
affected by the amendment shall be entitled to vote as a series upon such
amendment, and the affirmative vote of two-thirds (2/3) of the outstanding
shares of each such series shall be necessary to the adoption thereof, in
addition to such other vote as may be required by the General Corporation Law of
Delaware.

     The number of authorized shares of Preferred Stock and Preference
Stock may be increased or decreased by the affirmative vote of the holders
of a majority of the stock of the Company entitled to vote, without there
being a class vote of the Preferred Stock or Preference Stock.

     B.   Common Stock:

     Subject to all of the preferences and rights of the Preferred Stock and the
Preference Stock or a series of either that may be fixed by a resolution or
resolutions of the Board of Directors, dividends may be paid on the Common Stock
as and when declared by the Board of Directors, out of any funds of the Company
legally available for the payment of such dividends.

     Except as may otherwise be provided by a resolution or resolutions of the
Board of Directors concerning the Preferred Stock and the Preference Stock or a
series of either, or by this Certificate of Incorporation or the General
Corporation Law of Delaware, the holders of the shares of Common Stock issued
and outstanding shall have and possess the exclusive right to notice of
stockholders' meetings and the exclusive power to vote.

     C.   Series E Junior Participating Preference Stock:

     The designated powers, preferences and relative participating, optional or
other special rights, and qualifications, limitations or restrictions thereof,
of the Series E Junior Participating Preference Stock are as follows:

     1.   Designation and Amount. The shares of such series shall be designated
as "Series E Junior Participating Preference Stock" (the "Series E Preference
Stock") and the number of shares constituting the Series E Preference Stock
shall be 2,000,000. Such number of shares may be increased or decreased by
resolution of the Board of Directors;

                                       2

 
provided, that no decrease shall reduce the number of shares of Series E
Preference Stock to a number less than the number of shares then outstanding
plus the number of shares reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding securities
issued by the Company convertible into Series E Preference Stock.

     2.   Dividends and Distributions.

          (A)  Subject to the rights of the holders of any shares of any series
          of Preferred Stock, par value $1.00 per share (the "Preferred Stock"),
          of the Company or Preference Stock (or any similar stock) ranking
          prior and superior to the Series E Preference Stock with respect to
          dividends, the holders of shares of Series E Preference Stock, in
          preference to the holders of Common Stock, par value $1.00 per share
          (the "Common Stock"), of the Company, and of any other junior stock,
          shall be entitled to receive, when, as and if declared by the Board of
          Directors out of funds legally available for the purpose, quarterly
          dividends payable in cash on the first day of March, June, September
          and December in each year (each such date being referred to herein as
          a "Quarterly Dividend Payment Date"), commencing on the first
          Quarterly Dividend Payment Date after the first issuance of a share or
          fraction of a share of Series E Preference Stock, in an amount per
          share (rounded to the nearest cent) equal to the greater of (a) $1 or
          (b) subject to the provision for adjustment hereinafter set forth, 100
          times the aggregate per share amount of all cash dividends, and 100
          times the aggregate per share amount (payable in kind) of all non-cash
          dividends or other distributions, other than a dividend payable in
          shares of Common Stock or a subdivision of the outstanding shares of
          Common Stock (by reclassification or otherwise), declared on the
          Common Stock since the immediately preceding Quarterly Dividend
          Payment Date or, with respect to the first Quarterly Dividend Payment
          Date, since the first issuance of any share or fraction of a share of
          Series E Preference Stock. In the event the Company shall at any time
          declare or pay any dividend on the Common Stock payable in shares of
          Common Stock, or effect subdivision or combination or consolidation of
          the outstanding shares of Common Stock (by reclassification or
          otherwise that by payment of a dividend in shares of Common Stock)
          into a greater or lesser number of shares of Common Stock, then in
          each such case the amount to which holders of shares of Series E
          Preference Sock were entitled immediately prior to such event under
          clause (b) of the preceding sentence shall be adjusted by multiplying
          such amount by fraction, the numerator of which is the number of
          shares of Common Stock outstanding immediately after such event and
          the denominator of which is the number of shares of Common Stock that
          were outstanding immediately prior to such event.

                                       3

 
          (B)  The Company shall declare a dividend or distribution on the
          Series E Preference Stock as provided in paragraph (A) of this Section
          immediately after it declares a dividend or distribution on the Common
          Stock (other than a dividend payable in shares of Common Stock);
          provided that, in the event no dividend or distribution shall have
          been declared on the Common Stock during the period between any
          Quarterly Dividend Payment Date and the next subsequent Quarterly
          Dividend Payment Date, a dividend of $1 per share on the Series E
          Preference Stock shall nevertheless be payable on such subsequent
          Quarterly Dividend Payment Date.

          (C)  Dividends shall begin to accrue and be cumulative on outstanding
          shares of Series E Preference Stock from the Quarterly Dividend
          Payment Date next preceding the date of issue of such shares, unless
          the date of issue of such shares is prior to the record date for the
          first Quarterly Dividend Payment Date, in which case dividends on such
          shares shall begin to accrue from the date of issue of such shares, or
          unless the date of issue is a Quarterly Dividend Payment Date or is a
          date after the record date for the determination of holders of shares
          of Series E Preference Stock entitled to receive a quarterly dividend
          and before such Quarterly Dividend Payment Date, in either of which
          events such dividends shall begin to accrue and be cumulative from
          such Quarterly Dividend Payment Date. Accrued but unpaid dividends
          shall not bear interest. Dividends paid on the shares of Series E
          Preference Stock in an amount less than the total amount of such
          dividends at the time accrued and payable on such shares shall be
          allocated pro rata on a share-by-share basis among all such shares at
          the time outstanding. The Board of Directors may fix a record date for
          the determination of holders of shares of Series E Preference Stock
          entitled to receive payment of a dividend or distribution declared
          thereon, which record date shall be not more than 60 days prior to the
          date fixed for the payment thereof.

     3.   Voting Rights. The holders of shares of Series E Preference Stock
shall have the following voting rights:

          (A)  Subject to the provision for adjustment hereinafter set forth,
          each share of Series E Preference Stock shall entitle the holder
          thereof to 100 votes on all matters submitted to a vote of the
          stockholders of the Company. In the event the Company shall at any
          time declare or pay any dividend on the Common Stock payable in shares
          of Common Stock, or effect a subdivision or combination or
          consolidation of the outstanding shares of Common Stock (by
          reclassification or otherwise than by payment of a dividend in shares
          of Common Stock) into a greater or lesser number of shares of Common
          Stock, then in each such case the number of votes per share to which
          holders of shares of Series E Preference Stock were entitled
          immediately prior to such event shall be adjusted by multiplying such
          number by a fraction, the

                                       4

 
          numerator of which is the number of shares of Common Stock outstanding
          immediately after such event and the denominator of which is the
          number of shares of Common Stock that were outstanding immediately
          prior to such event.

          (B)  Except as otherwise provided herein, in any other Certificate of
          Designations creating a series of Preferred Stock or Preference Stock
          or any similar stock, or by law, the holders of shares of Series E
          Preference Stock and the holders of shares of Common Stock and any
          other capital stock of the Company having general voting rights shall
          vote together as one class on all matters submitted to a vote of
          stockholders of the Company.

          (C)  Except as set forth herein, or as otherwise provided by law,
          holders of Series E Preference Stock shall have no special voting
          rights and their consent shall not be required (except to the extent
          they are entitled to vote with holders of Common Stock as set forth
          herein) for taking any corporate action.

     4.   Certain Restrictions.

          (A)  Whenever quarterly dividends or other dividends or distributions
          payable on the Series E Preference Stock as provided in Section 2 are
          in arrears, thereafter and until all accrued and unpaid dividends and
          distributions, whether or not declared, on shares of Series E
          Preference Stock outstanding shall have been paid in full, the Company
          shall not:

               (i)   declare or pay dividends, or make any other distributions,
               on any shares of stock ranking junior (either as to dividends or
               upon liquidation, dissolution or winding up) to the Series E
               Preference Stock;

               (ii)  declare or pay dividends, or make any other distributions,
               on any shares of stock ranking on a parity (either as to
               dividends or upon liquidation, dissolution or winding up) with
               the Series E Preference Stock, except dividends paid ratably on
               the Series E Preference Stock and all such parity stock on which
               dividends are payable or in arrears in proportion to the total
               amounts to which the holders of all such shares are then
               entitled;

               (iii) redeem or purchase or otherwise acquire for consideration
               shares of any stock ranking junior (either as to dividends or
               upon liquidation, dissolution or winding up) to the Series E
               Preference Stock, provided that the Company may at any time
               redeem, purchase or otherwise acquire shares of any such junior
               stock in exchange for shares of any stock of the Company ranking
               junior (as to dividends and upon

                                       5

 
               dissolution, liquidation and winding up) to the Series E
               Preference Stock; or

               (iv) redeem or purchase or otherwise acquire for consideration
               any shares of Series E Preference Stock, or any shares of stock
               ranking on a parity (either as to dividends or upon liquidation,
               dissolution or winding up) with the Series E Preference Stock,
               except in accordance with a purchase offer made in writing or by
               publication (as determined by the Board of Directors) to all
               holders of such shares upon such terms as the Board of Directors,
               after consideration of the respective annual dividend rates and
               other relative rights and preferences of the respective series
               and classes, shall determine in good faith will result in fair
               and equitable treatment among the respective series or classes.

          (B)  The Company shall not permit any subsidiary of the Company to
          purchase or otherwise acquire for consideration any shares of stock of
          the Company unless the Company could, under paragraph (A) of this
          Section 4, purchase or otherwise acquire such shares at such time and
          in such manner.

     5.   Reacquired Shares. Any shares of Series E Preference Stock purchased
or otherwise acquired by the Company in any manner whatsoever shall be retired
and canceled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued shares of Preference Stock and
may be reissued as part of a new series of Preference Stock subject to the
conditions and restrictions on issuance set forth herein, in the Certificate of
Incorporation, or in any other Certificate of Designation creating a series of
Preferred Stock or Preference Stock or any similar stock or as otherwise
required by law.

     6.   Liquidation, Dissolution or Winding Up. Upon any liquidation,
dissolution or winding up of the Company, no distribution shall be made (A) to
the holders of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series E Preference Stock unless,
prior thereto, the holders of shares of Series E Preference Stock shall have
received $100 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment,
provided that the holders of shares of Series E Preference Stock shall be
entitled to receive an aggregate amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 100 times the aggregate amount to be
distributed per share to holders of shares of Common Stock, or (B) to the
holders of shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series E Preference Stock,
except distributions made ratably on the Series E Preference Stock and all such
parity stock in proportion to the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution or winding up. In the
event the Company shall at any time declare or pay any dividend on the Common
Stock payable in shares of Common Stock, or effect a subdivision or combination
or consolidation of the

                                       6

 
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the aggregate amount to which
holders of shares of Series E Preference Stock were entitled immediately prior
to such event under the provision in clause (A) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

     7.   Consolidation, Merger, etc. In case the Company shall enter into any
consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case each share of Series E
Preference Stock shall at the same time be similarly exchanged or changed into
an amount per share, subject to the provision for adjustment hereinafter set
forth, equal to 100 times the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may be, into which or for
which each share of Common Stock is changed or exchanged. In the event the
Company shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series E Preference Stock shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.

     8.   No Redemption. The shares of Series E Preference Stock shall not be
redeemable.

     9.   Rank. The Series E Preference Stock shall rank, with respect to the
payment of dividends and the distribution of assets, junior to all series of any
other class of Preferred Stock or Preference Stock.

     10.  Amendment. If any proposed amendment to the Certificate of
Incorporation would alter or change the preferences, special rights or powers
given to the Series E Preference Stock so as to affect the Series E Preference
Stock adversely, or would authorize the issuance of a class or classes of stock
having preferences or rights with respect to dividends or dissolutions or the
distribution of assets that would be superior to the preferences or rights of
the Series E Preference Stock, then the holders of the Series E Preference Stock
shall be entitled to vote as a series upon such amendment, and the affirmative
vote of two-thirds of the outstanding shares of Series E Preference Stock shall

                                       7

 
be necessary to the adoption thereof, in addition to such other vote as may be
required by the General Corporation Law of the State of Delaware.

     D.   12.5% Convertible Preference Stock, Series F:

     The designated powers, preferences and relative participating, optional or
other special rights, and qualifications, limitations or restrictions thereof,
the 12.5% Convertible Preference Stock, Series F, are as follows:

     1.   Designation. The shares of such series shall be designated as "12.5%
Convertible Preference Stock, Series F" (the "Series F Stock")

     2.   Number of Shares. The number of shares constituting the Series F Stock
be and the same is hereby fixed as 864,293 and cannot be increased.

     3.   Stated Capital. The amount to be represented in stated capital at all
times for each share of the Series F Stock shall be its par value of $.01 per
share.

     4.   Rank. The Series F Stock shall, with respect to dividend rights and
rights on liquidation, rank (i) junior to, or on parity with, as the case may
be, any other series of the Preferred Stock or Preference Stock established by
the Board of Directors, the terms of which shall specifically provide that such
series shall rank senior to, or on parity with, as the case may be, the Series F
Stock with respect to dividend rights and rights on liquidation, and (ii) prior
to any other equity securities of the Company including all classes of the
Common Stock, $1.00 par value per share (collectively, the "Common Stock"), of
the Company. (All of such equity securities of the Company to which the Series F
Stock rank prior in right of dividends or in liquidation, as the case may be,
including all classes of the Common Stock, are at times collectively referred to
herein as the "Junior Securities".)

     5.   Dividends.

          (A)  From and after November 26, 1991 and prior to the date of
          conversion thereof, the holders of such stock shall be entitled to
          receive, out of the assets of the Company at the time legally
          available therefor and before any dividend or other distribution is
          declared or paid with respect to the outstanding shares of Common
          Stock, cumulative cash dividends, as and when declared by the Board of
          Directors of the Company, at the rate of $4.882 per share per annum.
          Such dividends shall be payable in arrears, in equal quarterly
          installments of $1.2205 per share on November 26, February 26, May 26
          and August 26, or on such other date in November, February, May or
          August of each year as or shall be designated by the Board of
          Directors of the Company (each such date is referred to herein as a
          "Dividend Payment Date" and the quarterly period between consecutive
          Dividend Payment Dates is referred to herein as a "Dividend Period");
          each such quarterly dividend shall be paid to

                                       8

 
          the holders of record of outstanding shares of Series F Stock as their
          names shall appear on the share register of the Company on the
          corresponding Record Date. As used herein, the term "Record Date"
          means, with respect to the quarterly dividends payable on November 26,
          February 26, May 26 and August 26, respectively, the preceding
          November 15, February 15, May 15 and August 15, or such other record
          date as may be designated by the Board of Directors of the Company in
          the event that the Board of Directors of the Company designates a
          Dividend Payment Date other than the 26th day of each such month.

          (B)  If, on any Dividend Payment Date which is prior to the date of
          conversion of shares of Series F Stock, full cash dividends pursuant
          to subclause (A) above are not paid or made available to the holders
          of outstanding shares of Series F Stock and the funds available to the
          Company for such purpose shall be insufficient to permit payment in
          full in cash to all such holders of outstanding shares of Series F
          Stock of the preferential dividend amounts to which they are then
          entitled pursuant to subclause (A) above, the entire amount available
          for payment of cash dividends with respect to the outstanding shares
          of Series F Stock pursuant to subclause (A) above shall be distributed
          among the holders of outstanding shares of Series F Stock ratably, in
          proportion to the full amounts to which they would otherwise be
          entitled, and any remainder not paid in cash to the holders of
          outstanding shares of Series F Stock shall cumulate as provided in
          subclause (C) below.

          (C)  If, on any Dividend Payment Date which is prior to the date of
          conversion of shares of Series F Stock, the holders of outstanding
          shares of Series F Stock shall not have received the full cash
          dividends to which they are entitled pursuant to sub-clause (A) above,
          then such unpaid dividends shall cumulate, whether or not declared,
          until so paid.

          (D)  In addition to the cumulative dividends payable with respect to
          outstanding shares of Series F Stock pursuant to subclauses (A), (B)
          and (C) above, from and after February 26, 1992 and prior to the date
          (the "ESOP Payment Date") the trustee of the International Games, Inc.
          ("International") Restated Employee Stock Ownership Plan (the "ESOP")
          receives written notice of final payment by the ESOP of all amounts
          due to the Company pursuant to the Loan Agreement dated as of August
          1, 1987, or a suitable replacement thereof, between International and
          the ESOP (the "ESOP Loan Agreement"), the holders of such shares shall
          be entitled to receive on any Dividend Payment Date in any year, out
          of the assets of the Company at the time legally available therefor
          and before any dividend or other distribution is declared or paid with
          respect to the outstanding shares of Common Stock, noncumulative cash
          dividends, as and when declared by the Board of Directors of the
          Company, and in such amounts as the Board of Directors of

                                       9

 
          the Company shall, in its sole discretion, from time to time determine
          to be necessary, together with the amount of the Company's annual
          contribution to the ESOP, to amortize all of the amounts due in such
          year to the holders of the International's FRESOP Notes, Series 1987
          A, or suitable replacements thereof, issued pursuant to the Indenture
          of Trust, dated as of August 1, 1987, between the International, as
          issuer, and Bankers Trust Company, as trustee, in accordance with the
          terms thereof; provided, however, that in no event shall the
          outstanding shares of Series F Stock be entitled to receive
          noncumulative dividends pursuant to this subclause (D) in excess of
          $.5889 per share per annum. Each such dividend shall be paid to the
          holders of record of outstanding shares of Series F Stock as their
          names shall appear on the share register of the Company on the
          corresponding Record Date.

          (E) In addition to the cumulative dividends payable with respect to
          the outstanding shares of Series F Stock pursuant to subclauses (A),
          (B) and (C) above and the noncumulative dividends payable with respect
          to such shares pursuant to subclause (D) above, if, on any Dividend
          Payment Date which is prior to the date of conversion of shares of
          Series F Stock, after the payment of all dividends, if any, with
          respect to the outstanding shares of Series F Stock pursuant to
          subclauses (A), (B), (C) and (D) above, any dividend shall be declared
          by the Board of Directors of the Company with respect to the
          outstanding shares of Common Stock, the holders of outstanding shares
          of Series F Stock on the applicable Record Date for the dividend on
          the Common Stock shall be entitled to receive on the applicable
          Dividend Payment Date dividends in such amount as they would be
          entitled to receive if their shares of Series F Stock had been
          converted into shares of Common Stock on the applicable Record Date.

     6.   Distributions Upon Liquidation, Dissolution or Winding Up.

          (A) In the event of any voluntary or involuntary liquidation,
          dissolution or winding up of the affairs of the Company which is prior
          to the ESOP Payment Date, after the payment in full of all
          preferential liquidation amounts to which the holders of outstanding
          shares of Preferred Stock or Preference Stock ranking senior to the
          Series F Stock shall be entitled, but before any distribution or
          payment shall be made to the holders of outstanding shares of Common
          Stock, the holders of outstanding shares of Series F Stock shall be
          entitled to receive, out of the assets of the Company at the time
          legally available therefor, an amount equal to the positive sum, if
          any, of (x) $39.056 per share, together with all dividends accrued
          (whether or not declared) during the dividend period in which such
          liquidation, dissolution or winding up occurs and all cumulated and
          unpaid dividends, if any, accrued during any prior dividend periods,
          less (y) the quotient obtained by dividing the principal amount of the
          indebtedness of the ESOP to the Company pursuant to the

                                      10

 
         ESOP Loan Agreement outstanding on the date of such voluntary or
         involuntary liquidation, dissolution or winding up of the affairs of
         the Company by 864,293. If, upon any such voluntary or involuntary
         liquidation, dissolution or winding up of the affairs of the Company,
         the assets of the Company legally available therefor after the payment
         in full of all preferential liquidation amounts to which the holders of
         outstanding shares of Preferred Stock or Preference Stock ranking
         senior to the Series F Stock shall be entitled but before any
         distribution or payment shall be made to the holders of outstanding
         Junior Securities, shall be insufficient to permit the payment in full
         to the holders of outstanding shares of Series F Stock of the
         preferential liquidation amounts to which they are then entitled, the
         entire assets of the Company thus distributable shall be distributed
         among the holders of outstanding shares of Series F Stock ratably, in
         proportion to the full amounts to which such holders would otherwise be
         entitled if such assets were sufficient to permit payment in full. In
         addition, after the payment in full of all preferential liquidation
         amounts to which the holders of outstanding shares of Series F Stock
         shall be entitled, the holders of all outstanding shares of Common
         Stock, and the holders of outstanding shares of Series F Stock shall be
         entitled to receive the entire assets of the Company available for
         distribution, ratably with the holders of outstanding shares of Common
         Stock, in proportion to the ratio which the total number of shares of
         Common Stock into which the outstanding shares of Series F Stock would
         be convertible on the effective date of such voluntary or involuntary
         liquidation, dissolution or winding up of the affairs of the Company
         bears to the total number of shares of Common Stock deemed to be
         outstanding on such date (assuming for this purpose the conversion of
         all outstanding shares of Series F Stock on such effective date). Each
         holder of outstanding shares of Series F Stock shall be entitled to
         receive that portion of the assets of the Company available for
         distribution which the number of shares of Common Stock issuable upon
         conversion of such holder's shares of Series F Stock bears to the total
         number of shares of Common Stock deemed to be outstanding on the
         effective date of such voluntary or involuntary liquidation,
         dissolution or winding up of the affairs of the Company.

         (B)  In the event of any voluntary or involuntary liquidation,
         dissolution or winding up of the affairs of the Company which
         is after the ESOP Payment Date, after the payment in full of
         all preferential liquidation amounts to which the holders of
         outstanding shares of Preferred Stock or Preference Stock
         ranking senior to the Series F Stock shall be entitled, but
         before any distribution or payment to the holders of Junior
         Securities, the holders of outstanding shares of Series F Stock
         shall be entitled to receive out of the assets of the Company
         at the time legally available therefor, an amount equal to
         $39.056 per share, together with all dividends accrued
         (whether or not declared) during the dividend period in which
         such liquidation, dissolution or

                                      11

 
         winding up occurs and all cumulated and unpaid dividends, if any,
         accrued during any prior Dividend Periods. In addition, after the
         payment in full of all preferential liquidation amounts to which the
         holders of outstanding shares of Series F Stock shall be entitled, the
         holders of outstanding shares of Series F Stock shall be entitled to
         receive the entire assets of the Company available for distribution,
         ratably with the holders of outstanding shares of Common Stock, in
         proportion to the ratio which the total number of shares of Common
         Stock into which the outstanding shares of Series F Stock would be
         convertible on the effective date of such voluntary or involuntary
         liquidation, dissolution or winding up of the affairs of the Company
         bears to the total number of shares of Common Stock deemed to be
         outstanding on such date (assuming for this purpose the conversion of
         all outstanding shares of Series F Stock on such effective date). Each
         holder of outstanding shares of Series F Stock shall be entitled to
         receive that portion of the assets of the Company available for
         distribution which the number of shares of Common Stock issuable upon
         conversion of such holder's shares of Series F Stock bears to the total
         number of shares of Common Stock deemed to be outstanding on the
         effective date of such voluntary or involuntary liquidation,
         dissolution or winding up of the affairs of the Company as set forth
         above.

     7.  Redemption.  The shares of Series F Stock shall not be redeemable by
the Company.

     8.  Conversion.

         (A)  From and after the Date of Issuance of shares of Series
         F Stock and prior to the expiration of thirty days following
         the ESOP Payment Date, each share of Series F Stock shall
         be convertible, at the option of the holder thereof, into one
         fully-paid and nonassessable share of Common Stock of the
         Company, subject to adjustment as hereinafter set forth in
         subclause (E) below.

         (B)  From and after the thirty-first day following the ESOP
         Payment Date, each share of Series F Stock shall be
         convertible, at the option of the holder thereof, into .3644353
         of a fully-paid and nonassessable share of Common Stock of
         the Company, subject to adjustment as hereinafter set forth
         in subclause (E) below.

         (C)  To exercise such conversion option, the holder of shares
         of Series F Stock shall surrender the certificate or certificates
         representing the shares of Series F Stock to be converted,
         duly endorsed for transfer to the Company, at the principal
         executive office of the Company, and shall give written notice,
         postage prepaid, by certified or registered mail, return receipt
         requested, or by hand delivery to the Company at its principal
         executive office, of the

                                      12

 
         election of such holder to convert all or a portion of the shares of
         Series F Stock represented by the certificate or certificates
         surrendered into shares of Common Stock which notice shall set forth
         the name or names in which the certificate or certificates representing
         the shares of Common Stock to be issued upon conversion are to be
         issued. Conversion shall be deemed to have been effected on the date of
         receipt by the Company of such notice and the certificate or
         certificates to be surrendered for conversion (the "Conversion Date").
         As promptly as practicable thereafter, the Company shall issue to or
         upon the written order of such holder, a certificate or certificates
         for the number of full shares of Common Stock to which such holder is
         entitled. The conversion of shares of Series F Stock into shares of
         Common Stock shall be deemed to be effective and such holder, or the
         person or persons designated by such holder, shall be deemed to have
         become a holder of record of the shares of Common Stock issuable upon
         conversion of such shares of Series F Stock on the applicable
         Conversion Date unless the transfer books of the Company are closed on
         such date, in which event such holder shall be deemed to have become a
         holder of record of the shares of Common Stock issued upon conversion
         of the shares of Series F Stock on the next succeeding date on which
         the transfer books of the Company are open. Upon conversion of only a
         portion of the number of shares of Series F Stock represented by a
         certificate or certificates surrendered for conversion, the Company
         shall issue and deliver to or upon the written order of the holder of
         the certificate or certificates so surrendered a new certificate or
         certificates representing the number of shares of Series F Stock not so
         converted.

         (D)   No fractional shares of Common Stock shall be issued upon
         conversion of shares of Series F Stock. In lieu of issuing fractional
         shares of Common Stock upon conversion of shares of Series F Stock, the
         Company shall pay a cash adjustment in respect of such fractional
         shares of Common Stock equal to the fair market value thereof as
         determined by the Board of Directors of the Company. The Company shall
         at all times reserve and keep available out of its authorized but
         unissued shares of Common Stock, solely for the purpose of effecting
         the conversion of outstanding shares of Series F Stock, the full number
         of shares of Common Stock deliverable upon the conversion of all shares
         of Series F Stock from time to time outstanding.

         (E)   The number of shares of Common Stock into which a share of Series
         F Stock shall be convertible as set forth in subclauses (A) and (B)
         above, shall be subject to adjustment from time to time as follows:


               (i)  In case the Company shall at any time subdivide its
               outstanding shares of Common Stock or shall issue a dividend or
               other distribution payable in shares of Common Stock, the number
               of shares of Common Stock into which a share of Series F Stock
               shall be convertible shall be

                                      13

 
               proportionately increased, effective immediately after the
               effective date of such subdivision or at the close of business on
               the record date fixed by the Board of Directors of the Company
               for such dividend or other distribution, as the case may be;

               (ii)  In case the Company shall at any time combine its
               outstanding shares of Common Stock, the number of shares of
               Common Stock into which a share of Series F Stock shall be
               convertible shall be proportionately decreased, effective
               immediately after the effective date of such combination; and

               (iii)  In case the Company shall at any time recapitalize or
               reclassify its capital stock, or in case of any consolidation or
               merger of the Company with or into any other person (other than a
               consolidation or merger in which the Company is the continuing
               entity and which does not result in any change in the capital
               stock of the Company) or in case of the sale or other disposition
               of all or substantially all the assets of the Company to any
               other person, then in each such case each outstanding share of
               Series F Stock shall after such recapitalization,
               reclassification, consolidation, merger, sale or other
               disposition be convertible into the kind and number of shares of
               capital stock or other securities or assets of the Company or of
               the entity resulting from such consolidation or surviving such
               merger or to which such assets shall have been sold or otherwise
               disposed of to which the holder thereof would have been entitled
               if immediately prior to such recapitalization, reclassification,
               consolidation, merger, sale or other disposition such holder had
               converted its shares of Series F Stock. The provisions set forth
               above shall apply to successive recapitalization,
               reclassifications, consolidations, mergers, sales or other
               dispositions.

          (F)  All shares of Common Stock issued upon conversion of shares of
          Series F Stock shall, upon issuance by the Company, be duly and
          validly issued, fully-paid and nonassessable and free from all taxes,
          liens and charges with respect to the issuance thereof.

     9.   Voting Rights. The holders of shares of Series F Stock shall be
entitled to vote on or otherwise consent to any matter requiring the vote or
consent of the stockholders of the Company under the laws of the State of
Delaware. Each holder of outstanding shares of Series F Stock shall be entitled
to one vote for each whole share of Common Stock into which such holder's
outstanding shares of Series F Stock would be convertible immediately after the
close of business on the record date fixed by the Board of Directors of the
Company for determining the stockholders of the Company entitled to vote or
otherwise consent to such matter; provided, however, that in the event (x) the
Company shall fail to pay cumulative dividends in full on the outstanding shares
of Series F Stock for a period of

                                      14

 
four consecutive Dividend Periods, or (y) the Company shall fail to pay
cumulative dividends in full on the outstanding shares of Series F Stock for a
period of eight Dividend Periods, in either case after the expiration of thirty
days following the ESOP Payment Date, each holder of outstanding shares of
Series F Stock shall be entitled to the number of votes equal to the number of
whole shares of Common Stock which such holder would have been entitled to
receive if the shares of Series F Stock held by such holder had been converted
into shares of Common Stock prior to the expiration of thirty days following the
ESOP Payment Date until such time as all cumulative dividends in arrears with
respect to the shares of Series F Stock shall have been paid in full. Except as
otherwise required by the laws of the State of Delaware, the holders of
outstanding shares of Series F Stock shall vote together with the holders of
outstanding shares of Common Stock as a single class.

     FIFTH:       At all elections of Directors of the Company, each stockholder
who is entitled to vote upon such election shall be entitled to as many votes as
shall be equal to the number of votes which (except for this provision as to
cumulative voting) he would be entitled to cast for the election of Directors
with respect to his shares of stock multiplied by the number of Directors to be
elected, and he may cast all of such votes for a single Director or may
distribute them among the number to be voted for or for any two or more of them,
as he sees fit.

     SIXTH:       In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to make, alter or
repeal the Bylaws of the Company.

     SEVENTH:     The Company shall indemnify any and all persons whom it has
the power to indemnify pursuant to the Delaware General Corporation Law against
any and all expenses, judgments, fines amounts paid in settlement, and any other
liabilities to the fullest extent permitted by such Law and may, at the
discretion of the Board of Directors, purchase and maintain insurance, at its
expense, to protect itself and such persons against any such expense, judgment,
fine, amount paid in settlement or other liability, whether or not the Company
would have the power to so indemnify such person under the Delaware General
Corporation Law.

     A director of the Company shall not be personally liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived any improper personal
benefit. If the Delaware General Corporation Law is amended after approval by
the stockholders of this article to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Company shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.

                                      15

 
     Any repeal or modification of the foregoing paragraph by the stockholders
of the Company shall not adversely affect any right or protection of a director
of the Company existing at the time of such repeal or modification.

     IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which only
restates and integrates and does not further amend the provisions of the
Certificate of Incorporation of the Company as heretofore amended, supplemented
or restated and there being no discrepancies between those provisions and the
provisions of this Restated Certificate of Incorporation and it having been duly
adopted in accordance with Section 245 of the General Corporation Law of the
State of Delaware by the Executive Committee of the Board of Directors, which
Committee is authorized to act on behalf of the Company's Board of Directors,
has been executed by its Vice President and attested by its Secretary on this
30th day of November, 1993.


                                          Mattel, Inc.
    


                                          By: /s/ Judy A. Willis
                                              ------------------
                                              Vice President
Attest:


By: /s/ N. Ned Mansour
    ------------------
   Secretary

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