UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA WESTERN DIVISION

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1 UITED STATES DISTRICT COURT CETRAL DISTRICT OF CALIFORIA WESTER DIVISIO FRAK A. DUSEK, et al., On Behalf of Themselves and All Others Master File o. Similarly Situated, CV MRP(CWx Plaintiffs, CLASS ACTIO vs. MATTEL, IC., et al., Defendants. ORMA J. THURBER, et al., On Behalf of Themselves and All Others Master File o. Similarly Situated, CV MRP(CWx Plaintiffs, CLASS ACTIO vs. MATTEL, IC., et al., Defendants. PROOF OF CLAIM AD RELEASE I. GEERAL ISTRUCTIOS 1. To recover from the Settlement Fund as a Member of either or both of the Classes based on your claims in the actions entitled Thurber, et al. v. Mattel, Inc., et al., Master File o. CV MRP(CWx or Dusek, et al. v. Mattel, Inc., et al., Master File o. CV MRP(CWx (the "Litigations", you must complete and, on page 6 hereof, sign this Proof of Claim and Release. If you fail to submit a timely, properly completed and addressed (as set forth in paragraph 3 below Proof of Claim and Release, your claim may be rejected and you may be precluded from any recovery from the Settlement Fund created in connection with the settlement of the Litigations. 2. Submission of this Proof of Claim and Release, however, does not assure that you will share in either the Dusek Settlement Fund or the Thurber Settlement Fund. 3. OU MUST MAIL OUR COMPLETED AD SIGED PROOF OF CLAIM AD RELEASE POSTMARKED O OR BEFORE OCTOBER 23, 2003, ADDRESSED AS FOLLOWS: Thurber, et al. v. Mattel, et al. Dusek, et al. v. Mattel, et al. Claims Administrator c/o Gilardi & Co. LLC P.O. Box 5100 Larkspur, CA If you are OT a Member of either of the Classes (as defined in the otice of Pendency and Settlement of Class Actions DO OT submit a Proof of Claim and Release form. ou need to submit OL OE Proof of Claim and Release form regardless of whether you are a Member of one or both Classes. 4. If you are a Member of either or both of the Classes and you have not timely requested exclusion, you will be bound by the terms of the Judgments entered in the Litigations, WHETHER OR OT OU SUBMIT A PROOF OF CLAIM AD RELEASE. II. DEFIITIOS 1. "Defendants" means (a the Thurber Defendants; (b the Dusek Defendants; and (c the Derivative Defendants.

2 2. "Derivative Defendants" means Jill E. Barad, Joseph C. Gandolfo, ed Mansour, Pleasant T. Rowland, Harold Brown, John L. Vogelstein, Tully M. Friedman, Ronald M. Loeb, Andrea L. Rich, William D. Rollnick, Bruce L. Stein, and Christopher A. Sinclair. 3. "Dusek Defendants" means Mattel, Inc., The Learning Company (as predecessor entity, Jill E. Barad, Harry J. Pearce, Michael Perik, Harold Brown, Joseph C. Gandolfo, Tully M. Friedman, ed Mansour, Ronald M. Loeb, Andrea L. Rich, William D. Rollnick, Pleasant T. Rowland, Christopher A. Sinclair, John L. Vogelstein, Kevin O'Leary and Bruce L. Stein. 4. "Thurber Defendants" means Mattel, Inc., Jill E. Barad, ed Mansour, Harry J. Pearce, Kevin O'Leary, and Michael Perik. All other capitalized terms not otherwise defined herein shall have the same meaning as set forth in the otice of Pendency and Settlement of Class Actions ( otice which accompanies this Proof of Claim and Release. III. IDETIFICATIO OF CLAIMAT 1. If you purchased or otherwise acquired, by exchange, conversion or otherwise, Mattel common stock or had put or call option transactions on Mattel common stock during the Class Period or owned Mattel common stock on March 15, 1999 and held the securities in your name, you are the beneficial purchaser, seller or holder as well as the record purchaser, seller or holder. If, however, you purchased or otherwise acquired or held Mattel common stock or had put or call option transactions on Mattel common stock during the Class Period and the securities were registered in the name of a third party, such as a nominee or brokerage firm, you are the beneficial purchaser, seller or holder of these securities, but the third party is the record purchaser, seller or holder of these securities. 2. Use Part I of this form entitled "Claimant Identification" to identify each purchaser, seller or holder of record ("nominee", if different from the beneficial purchaser, seller or holder of Mattel common stock or options which forms the basis of this claim. THIS CLAIM MUST BE SUBMITTED B THE ACTUAL BEEFICIAL PURCHASER(S, SELLER(S OR HOLDER(s OR THE LEGAL REPRESETATIVE(S OF SUCH PURCHASER(S, SELLER(S OR HOLDER(S OF THE COMMO STOCK OR OPTIOS UPO WHICH THIS CLAIM IS BASED. 3. All joint beneficial purchasers, sellers or holders must sign this claim. Executors, administrators, guardians, conservators and trustees must complete and sign this claim on behalf of Persons represented by them and their authority must accompany this claim and their titles or capacities must be stated. The Social Security (or taxpayer identification number and telephone number of one of the beneficial owner(s may be used in verifying this claim. Failure to provide the foregoing information could delay verification of your claim or result in rejection of your claim. IV. IDETIFICATIO OF TRASACTIO(S 1. Use Part II of this form entitled "Schedule of Transactions in Mattel Common Stock and/or Option Transactions" to supply all required details of your transaction(s in Mattel common stock or options. If you need more space, attach copies of Part II as necessary. Sign and print or type your name on each additional sheet. 2. On the schedules, provide all of the requested information with respect to all of your holdings of Mattel common stock as of February 2, 1999 and March 15, 1999, all of your option transactions open as of February 2, 1999, all of your purchases and sales of Mattel common stock and all of your option transactions which took place at any time beginning February 2, 1999 through and including October 1, 1999 (the "Class Period", as well as proof of your holdings of Mattel common stock and/or options as of the close of trading on October 1, 1999, whether such transactions resulted in a profit or a loss. Failure to report all such transactions may result in the rejection of your claim. 3. List each purchase, sale and transaction in the Class Period separately and in chronological order, by trade date, beginning with the earliest. ou must accurately provide the month, day and year of each such transaction you list. 4. The date of covering a "short sale" is deemed to be the date of purchase of Mattel common stock. The date of a "short sale" is deemed to be the date of sale of Mattel common stock. 5. Broker confirmations or other documentation of your transactions in Mattel common stock should be attached to your claim. Failure to provide this documentation could delay verification of your claim or result in rejection of your claim. 2

3 Official Office Use Only UITED STATES DISTRICT COURT CETRAL DISTRICT OF CALIFORIA WESTER DIVISIO Thurber, et al. v. Mattel, Inc., et al., Master File o. CV MRP(CWx Dusek, et al. v. Mattel, Inc., et al., Master File o. CV MRP(CWx PROOF OF CLAIM Please Type or Print in the Boxes Below Do ot Use Red Ink or Pencil Must be Postmarked o Later Than: October 23, 2003 MTEL1 PART I: CLAIMAT IDETIFICATIO Beneficial Owner's First ame Last ame Record Owner's ame (if different from beneficial owner listed above Social Security umber Telephone umber (work Address or Employer Identification umber Telephone umber (home Check One: Individual Corporation Partnership Trust IRA Pension Other: (specify Mailing Information Address 1 Address 2 City State Zip Code Foreign Province Foreign Zip Code Foreign Country For Claims Processing only PC LS BC1 BC2 DEF LATE 3

4 PART II: SCHEDULE OF TRASACTIOS I MATTEL COMMO STOCK AD/OR OPTIO TRASACTIOS A. umber of shares of Mattel common stock held at the beginning of trading on February 2, 1999: B. Purchases, including by way of exchange, conversion or otherwise (February 2, 1999 October 1, 1999, inclusive, of Mattel common stock: Common Stock Purchases Proof Enclosed? Trade Date umber of Shares Purchased Total Purchase Price, to the nearest whole dollar Proof of Purchase Enclosed? M M D D C. Sales (February 2, 1999 October 1, 1999, inclusive of Mattel common stock: IMPORTAT: Identify by number listed above all purchases in which you covered a "short sale":. Common Stock Sales Trade Date M M D D umber of Shares Sold D. umber of shares of Mattel common stock held at the close of trading on March 15, 1999: E. umber of shares of Mattel common stock held at close of trading on October 1, 1999: Total Sales Price, to the nearest whole dollar Proof Of Sale Enclosed? Proof Enclosed? F. I had the following options transactions in Mattel common stock during the period of February 2, 1999 October 1, 1999, inclusive: C=Call P=Put C 1. P C 2. P C 3. P Options Transactions Trade Date Mo. Day ear umber of Options Contracts Purchased umber of Options Contracts Sold Total Price Exercise Expired Proof Enclosed? If you require additional space, attach copies of this page as necessary. Sign and print your name on each additional page. OU MUST READ AD SIG THE RELEASE O PAGE 6. FAILURE TO SIG THE RELEASE MA RESULT I A DELA I PROCESSIG OR THE REJECTIO OF OUR CLAIM. 4

5 V. SUBMISSIO TO JURISDICTIO OF COURT AD ACKOWLEDGMETS I (We submit this Proof of Claim and Release under the terms of the Stipulation and Agreement of Settlement described in the otice. I (We also submit to the jurisdiction of the United States District Court for the Central District of California with respect to my (our claim as a Class Member and for purposes of enforcing the release set forth herein. I (We further acknowledge that I (we will be bound by and subject to the terms of any Judgment that may be entered in the Litigations. I (We agree to furnish additional information such as transactions in other Mattel securities to the Claims Administrator to support this claim if requested to do so. I (We have not submitted any other claim covering the same purchases, sales or holdings of Mattel common stock or options on Mattel common stock during the Class Period and know of no other Person having done so on my (our behalf. VI. RELEASE 1. (We hereby acknowledge full and complete satisfaction of, and do hereby fully, finally and forever settle, release and discharge from the Released Claims each and all of the Released Persons as those terms are defined below. 2. "Related Persons" means each of a Defendant's present and former parents, subsidiaries, affiliates, divisions, and joint ventures, and its or their present and former officers, directors, employees, agents, representatives, attorneys, insurers, excess insurers, advisors, investment advisors, auditors, accountants, spouses and immediate family members, and the predecessors, heirs, successors, and assigns of any of them, any Person or entity in which any Related Person has or had a controlling interest or which is or was related to or affiliated with any Related Person, and any trust of which any Defendant is the settlor or which is for the benefit of any Defendant and/or a member(s of a Defendant's family. Stockbrokers in their capacity as such are excluded from this definition. 3. "Released Claims" means all claims, demands, rights, liabilities, and causes of action, known or unknown (including "Unknown Claims" defined below: (a based on facts, transactions, events, occurrences, acts, disclosures, statements, omissions or failures to act, that were asserted or that might or could have been asserted, whether under federal, state, or local statutory or common law, or any other law, rule or regulation in any of the Actions, by any Representative Plaintiff, Lead Plaintiff, Class Member, Current Mattel Shareholder, or Derivative Plaintiff in a direct, indirect, representative, derivative or other capacity, against the Released Persons, or any of them, and (b that arise out of, concern or relate to (i the purchase of, exchange for, conversion into, or other acquisition of Mattel common stock during the Class Period; (ii any transaction(s in call or put options on Mattel securities during the Class Period; (iii voting on the TLC merger as a Mattel shareholder as of March 15, 1999; or (iv any derivative claims on behalf of Mattel, including but not limited to any claim(s based on conduct alleged to have been negligent, grossly negligent, intentional, mismanagement, waste, or a breach of any duty, law or rule in connection with the TLC merger, the operation or sale of the TLC division of Mattel or the management of Mattel during the period December 1998 through October "Released Person" or "Released Persons" mean all of the Defendants and their respective Related Persons in their capacities as such. 5. "Unknown Claims" means any Released Claims which any Representative Plaintiff, Class Member, Derivative Plaintiff or Current Mattel Shareholder does not know or suspect to exist in his, her or its favor at the time of the release of the Released Persons which, if known by him, her or it, might have affected his, her or its settlement with and release of the Released Persons, or might have affected his, her or its decision not to object to this settlement. With respect to any and all Released Claims, the Settling Parties stipulate and agree that, upon the Effective Date, the Representative Plaintiffs, the Derivative Plaintiffs and Mattel (as a nominal defendant in the Bailey Action, and each of the Class Members and the Current Mattel Shareholders, shall be deemed to have, and by operation of the Judgments shall have, waived the provisions, rights and benefits of California Civil Code 1542, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. The Representative Plaintiffs, the Derivative Plaintiffs and Mattel (as a nominal defendant in the Bailey Action, and each of the Class Members and the Current Mattel Shareholders, shall be deemed to have, and by operation of the Judgments shall have, waived any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable or equivalent to California Civil Code Each of the Representative Plaintiffs, the Derivative Plaintiffs, the Class Members, Mattel (as a nominal defendant in the Bailey Action and the Current Mattel Shareholders may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the Released Claims, but each Representative Plaintiff, Derivative Plaintiff and Mattel (as a nominal defendant in the Bailey Action, and each of the Class Members and the Current Mattel Shareholders, upon the Effective Date, shall be deemed to have, and by operation of the Judgments shall have, fully, finally, and forever settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or noncontingent, accrued or unaccrued, whether or not concealed or hidden, which now exist, or heretofore have existed upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. The Representative Plaintiffs, the Derivative Plaintiffs, Mattel, and the Class Members and the Current Mattel Shareholders shall be deemed by operation of the Judgments to have acknowledged, that the foregoing waivers were separately bargained for and are key elements of the settlement of which this release is a part. 6. This release shall be of no force or effect unless and until the Court approves the Stipulation and Agreement of Settlement and the Effective Date (as defined in the Stipulation has occurred. 7. I (We hereby warrant and represent that I (we have not assigned or transferred or purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this release or any other part or portion thereof. 8. I (We hereby warrant and represent that I (we have included information about all of my (our purchase and sales transactions in Mattel common stock and option transactions which occurred during the Class Period and the number of shares of Mattel common stock held by me (us at the beginning of trading on February 2, 1999, at the close of trading on March 15, 1999 and at the close of trading on October 1,

6 9. I (We hereby warrant and represent that I (we am (are not excluded from the Thurber or Dusek Classes as defined the otice. First ame PART I SUBSTITUTE FORM W9 Request for Taxpayer Identification umber ("TI" and Certification I. Last ame Check appropriate box: Individual/Sole Proprietor Corporation Partnership Trust IRA Pension Plan Other Enter TI on the appropriate line. For individuals, this is your social security number ("SS". For sole proprietors, you must show your individual name, but you may also enter your business or "doing business as" name. ou may enter either your SS or your Employer Identification umber ("EI". For other entities, it is your EI. Social Security umber or Employer Identification umber PART II For Payees Exempt from Backup Witholding If you are exempt from backup withholding, enter your correct TI in Part I and write "exempt" on the following line:. PART III Certification UDER THE PEALT OF PERJUR, I (WE CERTIF THAT: 1. The number shown on this form is my correct Taxpayer Identification umber; and 2. I (We certify that I am (we are OT subject to backup withholding under the provisions of Section 3406 (a(1(c of the Internal Revenue Code because: (a I am (we are exempt from backup withholding, or (b I (we have not been notified by the Internal Revenue Service that I am (we are subject to backup withholding as a result of a failure to report all interest or dividends, or (c the Internal Revenue Service has notified me (us that I am (we are no longer subject to backup withholding. OTE: If you have been notified by the Internal Revenue Service that you are subject to backup withholding, you must cross out Item 2 above. SEE ECLOSED FORM W9 ISTRUCTIOS The Internal Revenue Service does not require your consent to any provision of this document other than the certification required to avoid backup withholding. I (We declare under penalty of perjury under the laws of the United States of America that all of the foregoing information on this Proof of Claim and Release form supplied by the undersigned is true and correct. Executed this day of in. (Month (ear (City, State, Province, Country (Sign our ame Here (Type or print your name here (Capacity of person(s signing, e.g., Beneficial Purchaser, Executor, or Administrator ACCURATE CLAIMS PROCESSIG TAKES A SIGIFICAT AMOUT OF TIME. THAK OU FOR OUR PATIECE. Reminder Checklist: 1. Please sign the above release and declaration. 5. If you desire an acknowledgment of receipt of your claim form, 2. Remember to attach copies of your supporting please send it Certified Mail, Return Receipt Requested. documentation, if available. 6. If you move, please send the Claims Administrator your new address. 3. Do not send original or copies of stock certificates. 4. Keep a copy of your claim form for your records. 6