EXHIBIT 99.0
MATTEL, INC.
PERSONAL INVESTMENT PLAN
FIFTH AMENDMENT TO THE 1993 RESTATEMENT
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The Mattel, Inc. Personal Investment Plan (the "Plan") is hereby
amended as follows:
(1) Effective January 1, 1997, Section 2.25 of the Plan is hereby
deleted in its entirety.
(2) Effective January 1, 1997, Section 8.6(d) of the Plan is hereby
amended to read in its entirety as follows:
"(d) A withdrawal from a Participant's Before-Tax Contributions
Account may be made in accordance with rules of uniform application
which the Committee may from time to time prescribe; provided,
however, that no Participant may make a withdrawal from his Before-Tax
Contributions Account prior to attaining age 59-1/2, or a
determination by the Committee that such Participant has a Total and
Permanent Disability or that the withdrawal is necessary to relieve a
hardship of the Participant or his family. A Participant may receive
a withdrawal due to hardship only if the withdrawal both is made due
to an immediate and heavy financial need of the Participant within the
meaning of (i) below and is necessary to satisfy such financial need
within the meaning of (ii) below.
(i) For purposes of this Section 8.6(d), a withdrawal will
be considered to be on account of an immediate and heavy
financial need of the Participant only if the withdrawal is
for: (A) expenses for medical care described in Code
Section 213(d) previously incurred by the Participant, or
his Spouse or dependents (as defined in Code Section 152),
or expenses which are necessary for such persons to obtain
medical care (as defined above); (B) costs directly
related to the purchase of a principal residence for the
Participant (excluding mortgage payments); (C) payment of
tuition, related educational fees, and room and board
expenses for the next 12 months of post-secondary education
for the Participant, or his Spouse, children, or dependents
(as defined above); (D) payments necessary to prevent the
eviction of the Participant from his principal residence or
foreclosure on the mortgage on such residence; or (E) such
other deemed immediate and heavy financial needs as are set
forth by the Internal Revenue Service through the
publication of revenue rulings, notices, and other documents
of general applicability.
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(ii) For purposes of this Section 8.6(d), a distribution
shall be considered to be necessary to satisfy an immediate
and heavy financial need of the Participant only if all of
the following conditions are satisfied: (A) the
distribution is not in excess of the amount of the immediate
and heavy financial need of the Participant, which may
include amounts necessary to pay federal, state, or local
income taxes or penalties reasonably anticipated to result
from the distribution; (B) the Participant has obtained
all distributions (other than hardship distributions) and
all non-taxable loans (at the time of the loan) currently
available under all plans maintained by the Company; (C)
the Deferral Limitation for the Participant for the
Participant's taxable year following the taxable year of the
hardship distribution shall be reduced by the amount of the
Participant's Before-Tax Contributions for the taxable year
of the hardship distribution withdrawal; and (D) the
Participant's Before-Tax Contributions and After-Tax
Contributions to the Plan and employee contributions under
all qualified and non-qualified plans of deferred
compensation maintained by the Company, including a stock
option, stock purchase, or similar plan, or a cash-or-
deferred arrangement that is part of a cafeteria plan
(within the meaning of Code Section 125), will be suspended
under the terms of each such plan, or in accordance with the
terms of an otherwise legally enforceable agreement, for
twelve (12) months following the receipt of the hardship
distribution.
Notwithstanding the foregoing, the amount of any hardship withdrawal
shall not exceed a Participant's `distributable amount,' which
consists of the total of such Participant's Before-Tax Contributions
as of the date of the hardship withdrawal, including earnings credited
thereon before December 31, 1988 (if any), reduced by the amount of
any previous hardship withdrawals. The Committee will determine
whether a hardship withdrawal satisfies the foregoing standards in a
uniform and nondiscriminatory manner consistent with Code Section
401(k) and the regulations promulgated thereunder."
(3) Effective January 1, 1997. Section 8.6(e) of the Plan is amended
to read in its entirety as follows:
(e) A withdrawal from a Participant's vested interest in his
Company Contributions Account may be made in accordance with rules of
uniform application which the Committee may from time to time
prescribe; provided, however, that no participant may withdraw from
his Company Contributions Account prior to attaining age 59-1/2 or a
determination by the Committee that such Participant has a Total and
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Permanent Disability or that the withdrawal is necessary to relieve a
hardship of the Participant or his family within the meaning of
Section 8.6(d) of the Plan.
IN WITNESS WHEREOF, Mattel, Inc. has caused this instrument to be
executed by its duly authorized officer this 23rd day of January, 1997,
effective as of the dates set forth above.
MATTEL, INC.
By: /s/ E. Joseph McKay
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E. JOSEPH MCKAY