EXHIBIT 10.3
MATTEL, INC.
PERSONAL INVESTMENT PLAN
THIRD AMENDMENT TO THE 1993 RESTATEMENT
The Mattel, Inc. Personal Investment Plan (the "Plan") is hereby
amended as follows:
(1) Effective September 1, 1994, Section 2.47 of the Plan is hereby
amended to read in its entirety as follows:
"2.47 Valuation Date.
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'Valuation Date' shall mean the last day of each calendar month
and such additional dates as may be determined in rules
prescribed by the Committee."
(2) Effective September 1, 1994, Section 5.3(b) of the Plan is hereby
amended to read in its entirety as follows:
"(b) A Participant may at any time (but not more frequently
than once every two weeks) submit a request to the Committee to
alter the rate of or resume his contributions made pursuant to
this Article V."
(3) Effective September 1, 1994, Subsection 6.6(a)(i) of the Plan is
hereby amended to read in its entirety as follows:
"(i) A Participant may elect at any time to change an
investment election with respect to the allocation of future
contributions made by him or on his behalf (such election to
apply to all such contributions without regard to any distinction
between Company contributions or Participant contributions) among
the investment alternatives. The Committee may require at least
thirty (30) days notice prior to the commencement of the payroll
period for which such change is to be effective. Any such
election shall be made in any whole percentage, subject to the
provisions of Subsection (iv) below."
(4) Effective September 1, 1994, Subsection 6.6(a)(iii) of the Plan
is hereby amended to read in its entirety as follows:
"(iii) A Participant may elect twice per quarter to change the
investment of his Accounts and reallocate such Accounts among the
investment alternatives in any whole percentage, subject to the
limitations of (iv) below. Subject to such rules as the
Committee may prescribe, any such election to change shall be
effective as soon as practical following receipt of the
Participant's election. Any such change shall be implemented by
the Committee in accordance with practices and procedures
established by the Committee to provide for the orderly
liquidation and/or purchase of investments."
(5) Effective September 1, 1994, Subsection 6.6(a)(v) of the Plan is
hereby amended to read in its entirety as follows:
"(v) In the case of a Participant who fails to make an
effective election, for any reason whatsoever, as to how all or
any portion of his interest therein shall be invested, the
Committee shall prescribe rules which shall require that the
Accounts of such Participant be invested in the fixed income
fund."
(6) Effective September 1, 1994, Section 6.6(b) of the Plan is hereby
deleted.
(7) Effective September 1, 1994, Section 7.3 of the Plan is hereby
amended to read in its entirety as follows:
"7.3 Revaluation of Participants' Accounts.
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As of each Valuation Date, the Accounts of each Participant
shall be revalued so as to reflect a proportionate share in any
increase or decrease in the fair market value of the assets in
the Trust Fund as of that date as compared with the value of the
assets in the Trust Fund as of the immediately preceding
Valuation Date. The valuation and allocation provisions of this
Section 7.3 shall be applied and implemented in accordance with
the following rules:
(a) As of each Valuation Date the Accounts holding
such assets shall be revalued so as to reflect to each such
Account a proportionate share in the net income or loss of
the assets since the immediately preceding Valuation Date.
(b) The Company, Committee and Trustee do not in any
manner or to any extent whatsoever warrant, guarantee or
represent that the value of a Participant's Accounts shall
at any time equal or exceed the amount previously
contributed thereto."
(8) Effective June 1, 1995, Section 8.5(c) of the Plan is amended by
the addition of the following sentence at the end thereof:
"Notwithstanding the foregoing, payment of the Participant's
Distributable Benefit may commence less than thirty (30) days
after receipt of the notice, provided that the Plan Administrator
clearly informs the Participant that the Participant has a right
to a period of at least thirty (30) days after receiving the
notice to consider the decision of whether or not to elect to
receive payment and the Participant, after receiving the notice,
affirmatively elects to receive payment."
(9) Effective September 1, 1994, Section 8.6(h) of the Plan is hereby
amended to read in its entirety as follows:
"(h) Disbursement of withdrawals shall be as soon as
administratively practicable after the submission of a request
for withdrawal in form satisfactory to the Committee."
(10) Effective September 1, 1994, the second sentence of Section
8.8(b) of the Plan is hereby amended to read in its entirety as follows:
"Such election shall specify the dollar or percentage amount of
the Distributable Benefit to be rolled over, the name of the
eligible retirement plan selected by the Participant, and such
additional information as the Committee deems necessary or
appropriate in order to implement the election."
(11) Effective June 1, 1995, Section 8.8(c) of the Plan is hereby
amended to read in its entirety as follows:
"(c) At least thirty (30) days, but not more than ninety (90)
days, prior to the date a Participant's Distributable Benefit
becomes payable, the Participant shall be given written notice of
any right he may have to elect a direct rollover of the taxable
portion of his Distributable Benefit to an eligible retirement
plan. Notwithstanding the foregoing, a direct rollover of the
Participant's Distributable Benefit may be made less than thirty
(30) days after receipt of the notice, provided that the Plan
Administrator clearly informs the Participant that the
Participant has a right to a period of at least thirty (30) days
after receiving the notice to consider the decision of whether or
not to elect a direct rollover and the Participant, after
receiving the notice, affirmatively elects a direct rollover."
(12) Effective September 1, 1994, Subsection 8.16(c)(i) of the Plan is
hereby amended to read in its entirety as follows:
"(i) fifty percent (50%) of the value of the Participant's
vested interest in his Accounts under this Plan (provided,
however, for loans granted or renewed prior to October 19, 1989,
the amount determined under this Subsection 8.16(c)(i) shall not
be less than the lesser of ten thousand dollars ($10,000) or the
full value of all such Accounts of the Participant where such
value is less than twenty thousand dollars ($20,000)), or"
(13) Effective September 1, 1994, Section 8.16(d) of the Plan is
hereby amended to read in its entirety as follows:
"(d) Each Participant desiring to enter into a loan
arrangement pursuant to this Section 8.16 shall apply for a loan
by submitting a loan request in form satisfactory to the
Committee. The Committee shall notify the Participant within a
reasonable time whether the request is approved or denied. Upon
approval of the request by the Committee, the Participant shall
enter into a loan agreement with the Trustee. Such a Participant
shall execute such further written agreements as may be necessary
or appropriate to establish a bona fide debtor-creditor
relationship between such participant and the Trustee and to
protect against the impairment of any security for said loan."
(14) Effective June 1, 1995, Section 9.2(e) of the Plan is amended to
read in its entirety as follows:
"(e) To administer, interpret, construe and apply this Plan in
its discretion and to decide all questions which may arise or
which may be raised under this Plan by any Employee, Participant,
former Participant, Beneficiary or other person whatsoever,
including but not limited to all questions relating to
eligibility to participate in the Plan, the amount of service of
any Participant, and the amount of benefits to which any
Participant or his Beneficiary may be entitled by reason of his
service prior to or after the Effective Date hereof."
(15) Effective June 1, 1995, Subsection 13.3(a)(ii) is amended to read
in its entirety as follows:
"(ii) The appeal shall be made, in writing, within sixty days
after the date of notice of the decision with respect to the
application."
(16) Effective June 1, 1995, Subsection 13.3(a)(iii) is amended to
read in its entirety as follows:
"(iii) If the application has neither been approved nor denied
within the ninety day period provided in Section 13.2 above, then
the appeal shall be made within sixty days after the expiration
of the ninety day period."
IN WITNESS WHEREOF, Mattel, Inc. has caused this instrument to be
executed by its duly authorized officer this 23rd day of May, 1995,
effective as of the dates set forth above.
MATTEL, INC.
By: /s/ E. Joseph McKay
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E. JOSEPH MCKAY