Leading Change

In establishing and evaluating the effectiveness of compensation programs for

executive officers, as well as other senior executives of Mattel, the

Compensation Committee is guided by three basic principles:

• Mattel must offer competitive salaries and other benefits to be

able to attract, retain and motivate highly-qualified and

experienced executives;

• Cash compensation for executives in excess of base salaries

should be tied to Mattel's performance, individual performance

or both; and

• The financial interests of Mattel's executives should be aligned

with the financial interests of the stockholders, primarily

through equity programs and short- and long-term incentive plans.

Mattel benchmarks its total compensation levels by comparing itself to other

large, global, consumer product companies, in order to make Mattel's

compensation opportunities competitive with what other leading companies are

providing. Mattel compares its pay to leading companies because Mattel wants to

attract and retain talented employees who will lead Mattel to greater business

success. Mattel generally intends for its overall executive compensation

packages to be at or above the average for global consumer product companies,

but Mattel does not target a specific percentile for benchmarking purposes.

comparative market data regarding compensation, aspects of compensation paid to

senior executives of Mattel, incentive concepts, financial and other performance

measures and equity incentive plans.

The