CANADIAN TOY RECALL CLASS ACTIONS NATIONAL SETTLEMENT AGREEMENT. Made as of February 9, Between

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1 CANADIAN TOY RECALL CLASS ACTIONS NATIONAL SETTLEMENT AGREEMENT Made as of February 9, 2011 Between ROSEMARY TRAINOR, NANCY CAIRNS, RENAE SHARP, SEAN CLOSE, LISA WIGGINS, GILLES ROBINEAU, PAULA PRICE AND KEVIN TRAVIS (the Plaintiffs ) and MATTEL, INC., MATTEL CANADA INC. AND FISHER-PRICE, INC. ( Mattel )

2 CANADIAN TOY RECALL CLASS ACTIONS NATIONAL SETTLEMENT AGREEMENT RECITALS WHEREAS, in 2006 and 2007, Mattel voluntarily recalled and/or acted to accept returns by consumers of Recalled Toys; WHEREAS, following the announcement of the Recalls in August 2007, the Plaintiffs commenced the Proceedings against Mattel in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec and New Brunswick, arising out of the Defendants sale, manufacture, distribution, or marketing of the Recalled Toys and alleging claims for damages; WHEREAS, Mattel has denied and continues to deny the Plaintiffs allegations and claims in the Proceedings, and has denied any wrongdoing or liability to the Plaintiffs; WHEREAS, the Plaintiffs and Class Counsel have reviewed and fully understand the terms of this Settlement Agreement and, based on their analyses of the facts and law applicable to the Plaintiffs' claims, and having regard to the burdens and expense in prosecuting the Proceedings, including the risks and uncertainties associated with trials and appeals, the Plaintiffs and Class Counsel have concluded that this Settlement Agreement is fair, reasonable and in the best interests of the Plaintiffs and the classes they seek to represent; WHEREAS, the Plaintiffs, Class Counsel and Mattel agree that neither this Settlement Agreement nor any statement made in the negotiation thereof shall be deemed or construed to be an admission by or evidence against Mattel or evidence of the truth of any of the Plaintiffs allegations against Mattel, which Mattel expressly denies; WHEREAS, although Mattel denies the Plaintiffs allegations in the Proceedings, denies any wrongdoing of any kind, and believes that the Proceedings are without merit, Mattel also has taken into account the uncertainty, risk, and delay inherent in litigation and agreed to enter into the Agreement in order to achieve a final and nation-wide resolution of all claims that were or could have been asserted against it by the Plaintiffs in the Proceedings and to avoid further litigation expense and inconvenience, and to remove the distraction of burdensome and protracted litigation; WHEREAS, the Plaintiffs and Mattel intend and desire to compromise, resolve, dismiss and release all allegations and claims for damages or other relief relating to the Recalled Toys that are set forth in the Proceedings and that have been or could have been brought against any Defendants in the Proceedings and in any action filed, litigation pending or claim pursued by any person or entity who is a member of a Settlement Class, except for individual claims of personal injury; WHEREAS, the Parties therefore wish to, and hereby do, finally resolve on a national basis, without admission of liability, all of the Proceedings as against the Defendants;

3 - 2 - WHEREAS, for the purposes of settlement only and contingent on approvals by the Settlement Courts as provided for in this Settlement Agreement, the Parties have consented to certification or authorization of the Settlement Proceedings as class proceedings and have consented to a Settlement Class and a Common Issue in each of the Settlement Proceedings; and WHEREAS, the Representative Plaintiffs assert that they are adequate class representatives for the Settlement Classes and will seek to be appointed representative plaintiffs in their respective Settlement Proceedings. NOW THEREFORE, in consideration of the covenants, agreements and releases set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed by the Parties that the Proceedings be settled and/or dismissed on the merits with prejudice and without costs as to the Plaintiffs, the classes they seek to represent and Mattel, subject to the approval of the Settlement Courts, on the following terms and conditions: A. DEFINITIONS For the purpose of this Settlement Agreement only, including the Recitals and Exhibits hereto: (1) Agreement or Settlement Agreement means this Settlement Agreement, including the recitals and all Exhibits attached hereto. (2) Alberta Proceeding means the proceeding commenced by the Plaintiff, Nancy Cairns, in the Court of Queen s Bench of Alberta, Court File no , in Calgary. (3) Approval Motion shall mean the motion or application brought in each Settlement Proceeding before the Settlement Court seeking court approval of the Settlement and certification or authorization of the Settlement Proceeding as a class proceeding for settlement purposes as provided for in Section C. (4) BC Proceeding means the proceeding commenced by the Plaintiff, Rosemary Trainor, in the BC Court, Court File no /4, in Victoria. (5) BC Court means the Supreme Court of British Columbia. (6) BC Settlement Class means all Persons in British Columbia, except Excluded Persons, who: (i) purchased or acquired (including by gift) a new Recalled Toy for or on behalf of themselves or a minor child over whom they have custody and control as a parent or guardian, or to be given as a gift to another Person; or (ii) are the parent or guardian of a minor child who purchased or acquired (including by gift) a new Recalled Toy.

4 - 3 - (7) Claim means a request for relief pursuant to Sections D.1. and/or D.2. of this Agreement submitted by a Settlement Class Member on a Claim Form filed with the Claims Administrator in accordance with the terms of this Agreement. (8) Claim Form means the paper, electronic or online form to be used by Settlement Class Members for filing Claims with the Claims Administrator. The proposed Claim Form is subject to Settlement Court approval and attached hereto as Exhibit G. (9) Claims Administration Expenses means the expenses incurred by the Claims Administrator in administering the Notice Program and processing all Claims by Settlement Class Members. (10) Claims Administrator means Gilardi & Co., LLC, who the Parties have agreed will administer the Notice Program and Claims process, and oversee the distribution of Settlement Benefits to Settlement Class Members in accordance with the terms of this Settlement Agreement, subject to the approval of the Settlement Courts. (11) Claims Deadline means the date by which all Claim Forms must be postmarked or received by the Claims Administrator to be considered timely. The Claims Deadline shall be clearly set forth in the Final Orders, on the Claims Administrator s dedicated website, and the front page of the Claim Form. (12) Class Counsel means the law firm of Merchant Law Group LLP. (13) Class Counsel Fees means such funds as may be awarded by the Settlement Courts to Class Counsel to compensate them in the Proceedings for their fees and expenses in connection therewith, including the fees, disbursements, costs, interest, GST, HST, PST and other applicable taxes or charges of Class Counsel, as described more particularly in Section H.1. of this Agreement. (14) Common Issue in each Settlement Proceeding means: Were the Defendants, or any of them, negligent in the manufacture, distribution, sale and/or recall of the Recalled Toys? (15) Defendants means Mattel and other entities named as defendants in the Proceedings. (16) Effective Date means the date five (5) business days after the earliest date on which there are Final Orders from all three Settlement Courts approving this Settlement Agreement.

5 - 4 - (17) Excluded Persons means: (a) all Persons who purchased or acquired Recalled Toy(s) for resale; (b) all Defendants and their affiliated entities, legal representatives, successors and assigns; and (c) with respect to the Quebec Settlement Class only, any legal person established for a private interest, partnership or association which has had under its control more than 50 persons bound to it by a contract of employment at any time after October 8, (18) Exhibits means the exhibits attached to this Settlement Agreement. (19) FARC means Le fonds d'aide aux recours collectives administered by the province of Quebec. (20) Final Order means a final judgment or final approval order entered by a Settlement Court on an Approval Motion, substantially in the form attached as Exhibit H hereto, certifying or authorizing a Settlement Proceeding as a class proceeding for settlement purposes and approving this Settlement Agreement, once the time to appeal such judgment or order (or the time to seek leave to appeal such judgment or order) has expired without any appeal or motion seeking leave to appeal being taken, or if an appeal or motion for leave to appeal from the judgment or order is taken, once there has been affirmation of such final judgment or approval order in its entirety, without modification, upon a final disposition of all appeals. Notwithstanding the forgoing, the Parties agree that if an Approval Motion is not opposed by any person and no appeal or motion for leave to appeal is taken in respect of such Approval Motion, the final judgment or final approval order entered by a Settlement Court on such Approval Motion shall become a Final Order after the expiry of thirty (30) days from the date such order or judgement is entered. (21) Hearing Notice means the notice to the proposed Settlement Classes providing notice of the Approval Motions as provided in Section G.1. herein, substantially in the form attached as Exhibit B hereto. (22) Incentive Award means the payment approved by the Settlement Courts and paid by Mattel to the Plaintiffs for efforts undertaken by them on behalf of the Settlement Class Members, as provided in Section H.2. herein. (23) Manitoba Proceeding means the proceeding commenced by the Plaintiff, Sean Close, in the Court of Queen s Bench of Manitoba, Court File no. CI , in Winnipeg. (24) Mattel means Mattel, Inc., Mattel Canada Inc. and Fisher-Price, Inc. and all of their direct and indirect Canadian and foreign subsidiaries, predecessors, successors, parents, affiliates and assigns, that manufactured, contracted with

6 - 5 - Vendors to manufacture, distributed, marketed, offered for sale, donated and/or sold Recalled Toys. (25) Mattel s Counsel means the law firm of Ogilvy Renault LLP. (26) NACHRI means the National Association of Children s Hospitals and Related Institutions. (27) New Brunswick Proceeding means the proceeding commenced by the Plaintiff, Kevin Travis, in the Court of Queen s Bench of New Brunswick, Court File no. MC063507, in Moncton. (28) Notice Date means the date upon which the Settlement Notice is first published or disseminated to the Settlement Classes. (29) Notice Expenses means the reasonable costs and expenses incurred in connection with preparing, printing, mailing, disseminating, posting, ing, internet hosting and publishing the Hearing Notice and Settlement Notice, and all other aspects of administering the Notice Program. (30) Notice Program means the plan approved by the Settlement Courts for disseminating the Hearing Notice and Settlement Notice directly and by publication to the members of the Settlement Class, substantially in the manner provided for in the Dissemination Plans attached as Exhibits C and F hereto. (31) Ontario Proceeding means the proceeding brought by the Plaintiffs, Lisa Wiggins and Gilles Robineau, in the Ontario Court, Court File no. CV CP, in Brampton. (32) Ontario Court means the Ontario Superior Court of Justice. (33) Ontario Settlement Class means all Persons in Canada, except Excluded Persons and Persons who are members of the Quebec Settlement Class or the BC Settlement Class, who: (i) purchased or acquired (including by gift) a new Recalled Toy for or on behalf of themselves or a minor child over whom they have custody and control as a parent or guardian, or to be given as a gift to another Person; or (ii) are the parent or guardian of a minor child who purchased or acquired (including by gift) a new Recalled Toy. (34) Opt-Out Deadline means the date which is ninety (90) days after the Notice Date, or such other date as approved by Settlement Courts.

7 - 6 - (35) Other Actions means actions or proceedings, other than the Proceedings, relating to Released Claims commenced by a Settlement Class Member either before or after the Effective Date. (36) Other Proceedings means the Alberta Proceeding, the Saskatchewan Proceeding, the Manitoba Proceeding and the New Brunswick Proceeding. (37) Party or Parties means the parties to this Agreement, i.e., the Plaintiffs and/or Mattel. (38) Person means any adult individual or minor child or any corporation, trust, partnership, limited liability company or other legal entity, and their respective successors or assigns. (39) Plaintiffs means the individuals named as plaintiffs in the Proceedings: Rosemary Trainor, Nancy Cairns, Renae Sharp, Sean Close, Lisa Wiggins, Gilles Robineau, Paula Price and Kevin Travis. (40) Proceedings means the BC Proceeding, the Alberta Proceeding, the Saskatchewan Proceeding, the Manitoba Proceeding, the Ontario Proceeding, the Quebec Proceeding and the New Brunswick Proceeding. (41) Proof of Purchase means documentation from a third-party commercial source reasonably establishing the fact of purchase of a Recalled Toy(s). (42) Quebec Court means the Superior Court of Quebec. (43) Quebec Proceeding means the proceeding commenced by the Plaintiff, Paula Price, in the Quebec Court, Court File no , in Montreal. (44) Quebec Settlement Class means all Persons in Quebec, except Excluded Persons, who: (i) purchased or acquired (including by gift) a new Recalled Toy for or on behalf of themselves or a minor child over whom they have custody and control as a parent or guardian, or to be given as a gift to another Person; or (ii) are the parent or guardian of a minor child who purchased or acquired (including by gift) a new Recalled Toy. (45) Recalls means the recall of Mattel toy products on November 21, 2006, August 2, 2007, August 14, 2007, September 4, 2007, and October 25, 2007, as well as the withdrawal of certain products from the market in December (46) Recall Price(s) means the price(s) for Recalled Toys set forth in the notices of the Recalls identified in Exhibit A, which prices include an estimated amount intended to compensate Settlement Class Members for taxes (including

8 - 7 - PST, GST and/or HST) paid at the time of the original purchase of a Recalled Toy. (47) Recall Voucher means a voucher received by a consumer in accordance with the terms of one of the Recalls. (48) Recalled Toy(s) means those toy products made by Mattel or for Mattel by a Vendor, sold in Canada, and subject to the Recalls as identified more particularly in the attached Exhibit A. (49) Released Claims means any and all manner of claims, demands, actions, suits, causes of action, whether class, individual or otherwise in nature, whether personal or subrogated, damages whenever incurred, liabilities of any nature whatsoever, including interest, costs, expenses, penalties, and lawyers' fees, known or unknown, suspected or unsuspected, in law, under statute or in equity, that the Releasors, or any of them, whether directly, indirectly, derivatively, or in any other capacity, ever had, now have, or hereafter can, shall, or may have, relating in any way to any conduct anywhere, from the beginning of time to the date hereof, in respect of the design, sale, marketing, advertising, manufacture, distribution, donation, purchase, recall, withdrawal from sale, possession, handling, ingestion, exposure, touching or contact of any kind, or use of a Recalled Toy or relating to any conduct alleged (or which could have been alleged) in the Proceedings including, without limitation, any such claims that have been asserted or could have been asserted, whether in Canada or elsewhere, as a result of the purchase of Recalled Toys. Notwithstanding the foregoing, the term Released Claims does not include an individual claim for personal injury of a Releasor claimed to have been caused by, or related to, the Recalled Toys (including, without limitation, individual claims for testing, medical monitoring, or medical treatment, whether asserted as a claim for damages or a remedy for a claim); provided, however, that the cost of any lead testing of a minor child that is reimbursed by Mattel to a Settlement Class Member pursuant to a Claim submitted under Section D.2. of this Agreement shall be included in the term Released Claims. (50) Releasees means the Defendants, including Mattel, and any entity that manufactured, tested, inspected, audited, certified, purchased, distributed, licensed, transported, marketed, advertised, donated, promoted, sold or offered for sale at wholesale or retail any Recalled Toy, or any part thereof, including all of their respective predecessors, successors, assigns, parents, subsidiaries, divisions, departments, and affiliates, and any and all of their past, present and future officers, directors, employees, stockholders, partners, agents, servants, successors, attorneys, insurers, representatives, licensees, licensors, customers, subrogees and assigns. It is expressly understood that, to the extent a Releasee is not a Party to the Agreement, all such Releasees are intended third party beneficiaries of the Agreement.

9 - 8 - (51) Releasors means, jointly and severally, individually and collectively, the Plaintiffs and the Settlement Class Members and their respective parents, minor children, subsidiaries, affiliates, predecessors, successors, heirs, executors, administrators, insurers and assigns. (52) Representative Plaintiffs means the Plaintiffs in the Settlement Proceedings: Rosemary Trainor, Lisa Wiggins, Gilles Robineau and Paula Price. (53) Saskatchewan Proceeding means the proceeding commenced by the Plaintiff, Renae Sharp, in the Saskatchewan Court of Queen s Bench, Court File no of 2007, in Regina. (54) Settlement means the terms and conditions of this Agreement. (55) Settlement Benefits means the monetary or other relief available to, or obtained by, Settlement Class Members pursuant to Sections D.1. and D.2. of this Agreement. (56) Settlement Class means the Ontario Settlement Class, the Quebec Settlement Class or the BC Settlement Class. (57) Settlement Class Member means a member of a Settlement Class who does not validly opt out of that Settlement Class in accordance with orders of the Settlement Courts. (58) Settlement Consideration means the consideration exchanged by and between Mattel and the Settlement Class, as set forth in this Agreement, including, without limitation, the Settlement Benefits provided for in Section D. herein. (59) Settlement Court means the Ontario Court, the Quebec Court or the BC Court. (60) Settlement Notice means the notice to the Settlement Classes advising of the approval of the Settlement by the Settlement Courts as provided in Section G.2. herein and includes the Short-Form Settlement Notice (substantially in the form attached as Exhibit D hereto), the Long-Form Settlement Notice (substantially in the form attached as Exhibit E hereto), and the Postcard Notice (substantially in the form attached as Exhibit I hereto). (61) Settlement Proceeding means the Ontario Proceeding, the Quebec Proceeding or the BC Proceeding. (62) SKU means Stock-Keeping Unit. (63) Vendor means a third party that manufactured for Mattel Recalled Toys sold at wholesale by Mattel.

10 - 9 - (64) Voucher means the document that Settlement Class Members may receive for relief under Sections D.1.(b)-D.1.(d) herein and that will entitle the Person presenting such Voucher to a participating retailer to purchase products manufactured by or for Mattel. B. FOR SETTLEMENT PURPOSES ONLY 1. No Admission of Liability Whether or not this Settlement Agreement is terminated, this Settlement Agreement and anything contained herein, and any and all negotiations, documents, discussions and proceedings associated with this Settlement Agreement, and any action taken to carry out this Settlement Agreement, shall not be deemed, construed or interpreted to be an admission of any violation of any statute or law, or of any wrongdoing or liability by Mattel, or of the truth of any of the claims or allegations contained in the Proceedings or any other pleading filed by the Plaintiffs. 2. Agreement Not Evidence The Parties agree that, whether or not it is terminated, this Settlement Agreement and anything contained herein, and any and all negotiations, documents, discussions and proceedings associated with this Settlement Agreement, and any action taken to carry out this Settlement Agreement, shall not be referred to, offered as evidence or received in evidence in any pending or future civil, criminal or administrative action or proceeding, except in a proceeding to approve and/or enforce this Settlement Agreement, or to defend against the assertion of Released Claims, or as otherwise required by law. 3. Agreement Without Prejudice The Agreement is without prejudice to the rights of each Releasee and each Releasor to: (a) (b) (c) seek or oppose the certification of any of the Proceedings as class proceedings should the Settlement Agreement not be finally approved or implemented for any reason; seek or oppose certification in any other action (except to the extent barred by the Releases and/or other provisions of Section J of this Agreement); or use the certification of the Settlement Proceedings to oppose certification of any other proposed or existing class proceeding arising out of the Released Claims.

11 C. COOPERATION BY THE PARTIES AND COURT APPROVAL OF THE SETTLEMENT 1. Best Efforts The Parties shall use their best efforts to effectuate this Settlement and to obtain prompt approval of the Settlement by the Settlement Courts. 2. Motions for Approval (a) (b) (c) (d) (e) (f) The Representative Plaintiffs in the Settlement Proceedings shall bring Approval Motions before the Settlement Courts for orders approving the Notices described in Section G. herein, certifying or authorizing each of the Settlement Proceedings commenced in their respective jurisdictions as a class proceeding (for settlement purposes) and approving this Settlement Agreement. The Parties agree that the Settlement Proceedings shall be certified or authorized as class proceedings solely for purposes of settlement of the Proceedings and the approval of this Settlement Agreement by the Settlement Courts. The Plaintiffs agree that, in the motions for certification or authorization of the Settlement Proceedings as class proceedings and for the approval of this Settlement Agreement, the only common issue that they will seek to define is the Common Issue and the only classes that they will assert are the Settlement Classes. The Representative Plaintiffs in the Quebec Proceeding and the BC Proceeding shall not proceed with a motion for certification or authorization of such Proceeding as a class proceeding (for settlement purposes) or for approval of the Settlement Agreement unless and until the Ontario Court has rendered a decision approving the Settlement Agreement in the Ontario Proceeding. The condition in this Subsection (C.2.(d)) may be waived or modified by agreement of Mattel s Counsel and Class Counsel. The Ontario Court s order certifying the Ontario Proceeding and approving the Settlement Agreement referred to in Section C.2.(a) shall be substantially in the form attached hereto as Exhibit H. The Quebec and BC Courts orders authorizing or certifying the Settlement Proceedings and approving the Settlement Agreement referred to in Section C.2.(a) shall be agreed upon by the Parties and shall mirror the substance and, where possible, the form of the Ontario order. This Settlement Agreement shall only become final on the Effective Date. 3. Pre-Motion Confidentiality Until the first of the Approval Motions required by Section C.2. is filed, the Parties shall keep all of the terms of the Settlement Agreement confidential and shall not disclose them without the

12 prior written consent of Mattel s Counsel and Class Counsel, as the case may be, except as required for the purposes of financial reporting or the preparation of financial records (including tax returns and financial statements) or as otherwise required by law. 4. Jurisdiction of the Settlement Courts The Parties agree that each of the Settlement Courts shall retain exclusive and continuing jurisdiction over the Settlement Proceeding commenced in its jurisdiction, the Parties thereto, the Settlement Class for that jurisdiction as defined herein, and the Claims Administrator, to interpret and enforce the terms, conditions, and obligations under this Settlement Agreement. D. SETTLEMENT CONSIDERATION 1. Monetary and Other Relief for Settlement Class Members In addition to all other Settlement Consideration set forth in the Agreement, Settlement Class Members who file Claims by the Claims Deadline and provide all required proof or documentation and comply with all other conditions and requirements specified herein, all as approved and validated by the Claims Administrator, shall have the right to obtain relief, as detailed herein. (a) For Settlement Class Members Who Returned Recalled Toys Pursuant To A Recall Settlement Class Members who returned Recalled Toy(s) to Mattel pursuant to a Recall prior to the Notice Date shall be entitled to receive a cheque from Mattel in an amount equal to the greater of: (i) 50% of the total amount of the Recall Voucher(s) previously sent to the Settlement Class Member in connection with the prior return of Recalled Toy(s); or (ii) $ The amount of any cheques under this Subsection (D.1.(a)) that cannot be delivered to Settlement Class Members because of inability to locate those Settlement Class Members after a good faith effort to locate them, which shall in no case exceed six months following the initial mailing of the cheques, will cease to be the property of those Settlement Class Members, and the amount of such cheques, if any, shall be contributed to NACHRI for the benefit of the Canadian member hospitals identified in Section D.3. herein. (b) For Settlement Class Members In Possession Of Recalled Toys Settlement Class Members who have retained possession of any Recalled Toy(s), other than those specified in Section D.1.(e) herein, upon submitting a timely, valid Claim Form, together with the return of all, or substantially all, of the Recalled Toy(s), shall be

13 entitled to elect to receive either a cheque or a Voucher in the amount of the total Recall Price(s) of such returned Recalled Toy(s). The Claims Administrator shall make available by mail and online to Settlement Class Members who wish to submit Claims a preaddressed, pre-paid shipping label(s) for Settlement Class Members to return the Recalled Toy(s). Notwithstanding the foregoing, Settlement Class Members may return Recalled Toy(s), at their own cost, along with a completed Claim Form. In such event, Mattel shall not be responsible for reimbursement of such Settlement Class Members cost of shipping. (c) For Settlement Class Members Who Have Documentation Demonstrating Purchase Of Recalled Toys But Who Destroyed Or Discarded Them Settlement Class Members who no longer have possession of a Recalled Toy(s) because such Settlement Class Member destroyed or discarded the Recalled Toy(s) as a result of the announcements of the Recalls, but submit: (1) a timely, valid Claim Form certifying that the Recalled Toy(s) was destroyed or discarded as a result of the Recall announcements; (2) the date on which the Recalled Toy(s) was destroyed or discarded; and (3) Proof of Purchase, shall be entitled to elect to receive either a cheque or a Voucher in the amount of the total of the actual price(s) paid for the Recalled Toy(s). In order to claim relief under this Subsection (D.1.(c)), the Settlement Class Member must have destroyed or discarded the Recalled Toy as a result of the Recall announcements, and not simply transferred ownership to another Person. (d) For Settlement Class Members Who Have No Proof Of Purchase And Who Destroyed Or Discarded Those Recalled Toys Subject to the limitations set forth in Section D.1.(f) herein, Settlement Class Members who do not possess Proof(s) of Purchase and no longer have possession of the Recalled Toy(s) because such Settlement Class Member destroyed or discarded the Recalled Toy(s) as a result of the announcements of the Recalls, upon submitting a timely, valid Claim Form declaring that the Settlement Class Member purchased or acquired any Recalled Toy(s), other than those specified in Section D.1.(e) herein, within the applicable date range set forth in Exhibit A, and that the Recalled Toy(s) was destroyed or discarded as a result of the Recall announcements, shall receive a Voucher in the amount of the Recall Price for not more than three (3) Recalled Toy(s) per Person and/or address. The total value of all Vouchers issued under this Subsection (D.1.(d)) to all Settlement Class Members shall not exceed one million dollars ($1,000,000.00). In the event that Settlement Class Members file valid Claims seeking relief in an amount exceeding $1,000, under this Subsection (D.1.(d)), the face value of all Vouchers issued to Settlement Class Members hereunder shall be reduced pro rata to a total of $1,000,

14 (e) For Settlement Class Members Who Purchased One Of The Following Recalled Toys For Which Mattel Offers A Replacement Remedy Subject to the limitations in Section D.1.(f) herein, Settlement Class Members who purchased or acquired any of the following Recalled Toys: (1) H5705 GeoTrax Rail & Road System Freightway Transport, date coded (2) K8606 Barbie Table & Chairs, date coded (3) K8608 Barbie Futon & Table Living Room Playset, date coded (4) K8609 Barbie Desk & Chair Bedroom Playset, date coded (5) J9485 Barbie Dream Puppy House Playset, date coded (6) J9486 Barbie Dream Kitty Condo Playset, date coded (7) K8607 Barbie Bathtub & Toilet Bathroom Playset, date coded (8) K8613 Barbie Couch & Table Living Room Playset, date coded (9) K3013 GeoTrax Rail & Road System Special Track Pack, date coded (10) J9472 Barbie Doll & Tanner, containing a silver-tipped, blue pooper scooper (11) J9560 Barbie Doll & Tanner, containing a silver-tipped, blue pooper scooper (12) J2526 Fisher-Price Medical Kit, containing a red blood pressure monitor cuff shall, upon submitting a timely, valid Claim Form be entitled to receive a cheque from Mattel in the amount of $4.00 per Recalled Toy, with a limit of three (3) Recalled Toys ($12.00 total) per Person and/or address. Settlement Class Members who return the affected parts specified on Exhibit A from one or more of the Recalled Toys enumerated in this Subsection (D.1.(e)), along with the Claim Form, will also be entitled to receive replacement parts to the extent available in Mattel s inventory. If the Settlement Class Member neither possesses the affected parts of the Recalled Toys specified on Exhibit A, nor Proof of Purchase, he/she must submit a timely, valid Claim Form declaring that the Settlement Class Member purchased or acquired one of the enumerated Recalled Toys during the applicable period specified in Exhibit A. (f) Claims Limitation and Validation (1) One Claim Per Recalled Toy Per Address For Claims under any of Sections D.1.(b)-D.1.(e), only one Claim per Recalled Toy per address will be permitted.

15 (2) Limitations on Claims by Declaration Only For purposes of this Subsection (D.1.(f)), Settlement Class Members who file Claims without returning the Recalled Toy(s) or Proof(s) of Purchase of the Recalled Toy(s) are referred to as filing Claims by Declaration Only. (A) (B) Except as provided in the next Subsection (D.1.(f)(2)(B)), Settlement Class Members may file Claims under any of Section D.1.(b), (c), (d) and/or (e) for which they qualify. Settlement Class Members may not file Claims by Declaration Only under both Sections D.1(d) and Section D.1(e). Settlement Class Members who have Proof of Purchase or return the affected parts of the Recalled Toys specified in Section D.1(e) will be permitted to file Claims under Section D.1(d) if they also qualify for Settlement Benefits under Section D.1.(d). However, Settlement Class Members who file Claims by Declaration Only under Section D.1.(e), i.e., without Proof of Purchase or returning the affected parts of the Recalled Toys specified in Section D.1.(e), will not be permitted also to file Claims by Declaration Only under Section D.1.(d), and Settlement Class Members who file Claims by Declaration Only under Section D.1.(d) will not be permitted also to file Claims by Declaration Only under Section D.1.(e). (3) Validation by Purchase Date For the sole purpose of validating Claims: (A) (B) under Section D.1.(c) and (d) and all Claims by Declaration Only under Section D.1.(e); or based on Recalled Toys or parts thereof that do not contain a date code and are returned under Sections D.1(b) and/or D.1.(e), the Claims Administrator will validate Claims if the Class Member affirms that the Recalled Toy(s) were purchased or received as a gift during the date ranges specified on Exhibit A. The Claims Administrator shall have the discretion to validate Claims based upon gifts received outside the date ranges specified on Exhibit A where the totality of circumstances indicates that the gift was purchased during the applicable date range. (g) Voucher Terms Vouchers issued under Sections D.1.(b)-D.1(d) may be used only for the purchase of products manufactured by or for Mattel. Only one Voucher may be used in any retail transaction. All Vouchers will expire one year after issuance. Vouchers will be issued in the name of the Settlement Class Member filing the Claim but may be used by another Person without endorsement. Lost or stolen Vouchers are the responsibility of the Settlement Class Member, and will not be replaced or reissued.

16 (h) Mattel s Right To Dispose Of Recalled Toys Returned By Settlement Class Members (1) Mattel will file a motion in each of the Settlement Proceedings, to be heard concurrently with, or immediately following, the Approval Motions, seeking leave to dispose of all toys withheld from sale by Mattel and all toys returned by retailers in the Recalls. The Plaintiffs agree not to oppose these motions. (2) Any toy returned to Mattel by Settlement Class Members pursuant to the Settlement becomes the property of Mattel. Mattel will retain all products returned by consumers in the Recalls or by Settlement Class Members pursuant to the Settlement until the Effective Date. Mattel shall have no obligation to preserve or maintain, and may dispose of or destroy, any returned Recalled Toys after the Effective Date. Settlement Class Members expressly waive any claims for spoliation arising from or related to the disposal of any Recalled Toy(s) withheld from sale by Mattel and all toys returned to Mattel by retailers pursuant to the Recalls, or the destruction or disposal after the Effective Date of Recalled Toy(s) returned by consumers or Settlement Class Members pursuant to the Recalls or the Settlement. 2. Lead Testing of Minor Children Settlement Class Members who incurred out-of-pocket costs for testing the lead level of a minor child of whom the Settlement Class Member is the parent or guardian as the result of the child s exposure to a Recalled Toy(s), which testing occurred within six (6) weeks after the announcement of the Recall of the Recalled Toy(s) to which the child was exposed and which was done as a result of the child s exposure to such Recalled Toys, may seek reimbursement for such costs under the terms set forth in this Section (D.2.). Each such Settlement Class Member, upon submitting a timely, valid Claim Form containing the information and affirmations set forth herein shall receive reimbursement for the actual out-of-pocket and unreimbursed costs of testing for not more than one (1) test per child. Mattel shall not be obligated to pay more than $60,000 in total for such reimbursements, and, in the event that Settlement Class Members file valid Claims seeking relief under this Section in an amount exceeding $60,000, the amount of the reimbursements paid to Settlement Class Members hereunder shall be reduced pro rata to a total of $60,000. In order to qualify for relief under this Section, a Settlement Class Member must submit a valid Claim Form containing the following information: (a) (b) (c) (d) Name, address, telephone number, , and any other pertinent contact information for use in validating the Claim; Name, gender, age, and address of each child tested; Affirmation that the Settlement Class Member is the parent or guardian of each child who was tested; The Recalled Toy(s) to which each child was exposed and, as to each: (1) The date on which it was purchased or acquired; and

17 (2) The date(s) during which the child was exposed; (e) (f) (g) (h) The date on which the test was performed; The name of the medical service provider who performed the test; The total out of pocket cost of the test paid by the Settlement Class Member and not covered by provincial health insurance; and, The amount of reimbursement from private health insurance or any other source that the Settlement Class Member received. Settlement Class Members must submit with the Claim Form documentary evidence reasonably establishing the out-of-pocket expenses incurred and all other elements of the Claim. All information submitted by Settlement Class Members under this Section (D.2.) shall be kept confidential by the Claims Administrator and will be used solely for the purpose of validating the Claims made. Claim Forms submitted under this Section shall be destroyed within one week after all Claims have been paid out under this Section. 3. Cy Pres Fund Mattel will make a total cy pres contribution in the amount of $25,000 as follows: (a) a contribution of $20,000 to NACHRI for the benefit of the following NACHRI Canadian member hospitals: (1) Children s & Women s Health Centre of British Columbia in Vancouver, British Columbia; (2) The Hospital for Sick Children in Toronto, Ontario; (3) Children s Hospital of Eastern Ontario in Ottawa, Ontario; (4) Montreal Children s Hospital in Montreal, Quebec; (5) Maisonneuve Rosemont Hospital in St. Hubert, Quebec; and (b) a contribution of $5,000 to the Children s Hospital Foundation of Saskatchewan. 4. Costs of Notice, Administration, and Other Costs and Expenses Mattel shall be responsible to pay all Claims Administration Expenses and all Notice Expenses. 5. FARC Deduction for Cheques to Quebec Settlement Class Members In accordance with the laws of the province of Quebec, Settlement Benefits paid by cheque to Quebec Settlement Class Members under Section D.1. or D.2. of this Settlement Agreement shall be subject to a deduction of two percent (2%) for remittance to FARC. Each Quebec Settlement Class Member who is entitled to receive Settlement Benefits under Section D.1.(a), (e) or D.2. herein, or who is entitled to receive Settlement Benefits under Section D.1.(b) or (c) herein and

18 elects to receive payment by cheque, shall receive a cheque for an amount that is two percent (2%) less than the amount such Quebec Settlement Class Member would otherwise be entitled to receive under this Settlement Agreement. Settlement Benefits paid by Voucher to Quebec Settlement Class Members under Sections D.1.(b), (c) or (d) herein shall not be subject to the two percent (2%) FARC deduction. The Claims Administrator shall maintain a record of all amounts deducted from the cheques delivered to Quebec Settlement Class Members in accordance with this Section (D.5.). Within 120 days of the later of the Claims Deadline or the final resolution of all Claims, the Claims Administrator shall remit to FARC an amount equal to the total amount deducted from all of the Claims of Quebec Settlement Class Members under this Section (D.5.). E. CLAIMS DEADLINES, CLAIM FORMS, AND ADMINISTRATION 1. All Claims must be submitted with a Claim Form and received by the Claims Administrator or postmarked by the Claims Deadline. The Claims Deadline shall be clearly set forth in the Settlement Notice, the websites of the Claims Administrator and of Class Counsel, and the Claim Form. Settlement Class Members who do not timely submit a completed Claim Form shall not be eligible for Settlement Benefits except as provided under Section D.1.(a). However, the Claims Administrator may, in its discretion, permit a Settlement Class Member who makes a timely Claim to remedy deficiencies in such Settlement Class Member s Claim Form or related documentation. 2. Those Settlement Class Members submitting Claims under any of Sections D.1.(b)- D.1.(e) and D.2. herein must submit to the Claims Administrator a timely Claim Form. Claim Forms must be signed by hand or electronically by the Settlement Class Member who must attest to the truth and accuracy of the information provided by the Settlement Class Member in the Claim Form and acknowledge that knowingly submitting a false Claim could constitute fraud or contempt of the Final Order of a Settlement Court. 3. Claim Forms will be made available by mail and for downloading from the Settlement Website maintained by the Claims Administrator and may be made available on the website of Class Counsel. Such Claim Form must include the following information and/or affirmations: (a) (b) Telephone number or contact information for use, if necessary, in validating Claims; and The following information relating to purchase and Recalled Toy: (1) Settlement Class Member name and address; (2) Identification of the Recalled Toy(s) for which the Claim is made, sufficient to show that the Claim relates to a Recalled Toy(s); (3) Date(s) of purchase or, if received as a gift, the date(s) of acquisition; (4) Price(s) paid;

19 (5) Name(s) and location(s) of retailer(s); (6) Gender(s) and age(s) of child(ren) for whom the Recalled Toy(s) was purchased; and (7) The date(s) on which the Recalled Toy(s) was destroyed or discarded as a result of a Mattel Recall announcement. Class Members may submit completed and signed (either by hand or electronically) Claim Forms to the Claims Administrator by mail, private courier, facsimile, online or as an attachment to an . Mattel agrees that information provided by Settlement Class Members on Claim Forms shall be kept confidential, shall be used only for purposes of administering the Settlement, and shall not be used for marketing or any other commercial purposes. 4. The Parties agree that the Claims Administrator shall be Gilardi & Co., LLC, subject to the approval of the Settlement Courts. The Claims Administrator will be an agent of the Settlement Courts, and will be subject to the Settlement Courts supervision and direction as circumstances may require. The Claims Administrator will administer the Notice Program and Claims process, and oversee the distribution of Settlement Benefits to Settlement Class Members in accordance with the terms of the Settlement and the Final Orders of the Settlement Courts. 5. The Claims Administrator shall administer the Settlement Benefits for Settlement Class Members provided by the Agreement by resolving Claims in a cost effective and timely manner. The Claims Administrator may utilize the resources of Mattel to identify Settlement Class Members; to train the Claims Administrator s personnel on toy identification; to facilitate providing notice directly or by publication; to assist with establishing the Settlement website; to store and/or dispose of toys returned by Settlement Class Members; and to accomplish such other purposes as may be approved by Mattel and Class Counsel; provided, however, that the determination of the validity of Claims shall be made by the Claims Administrator. The Claims Administrator shall maintain records of all Claims submitted. The Claims Administrator shall maintain all such records until the later of 180 days after either the Claims Deadline or all Claims have been finally resolved, and such records will be made available upon request to Class Counsel and Mattel s Counsel. Claim Forms and supporting documentation will be kept confidential by the Claims Administrator and will be provided only to a Settlement Court upon request and to Class Counsel and Mattel s Counsel to the extent necessary to resolve issues pursuant to Section E.7. The Claims Administrator also shall provide such reports and such other information to the Settlement Courts as they may require. 6. The Claims Administrator will review and validate all Claims submitted by Settlement Class Members. With respect to Claims under Section D.1.(b), the Parties agree that one objective of the Settlement is to secure the return of substantially the entire Recalled Toy. 7. The determination of the validity of Claims submitted by members of the Settlement Class (or by Persons who purport to be members of the Settlement Class) shall be made by the Claims Administrator. The Claims Administrator shall have the discretion to review Claims with the objectives of efficiency and effecting substantial justice to the

20 Parties and the Settlement Class Members. The Claims Administrator shall have the right to contact Settlement Class Members to validate Claims. The validity of a Claim will be assessed based on the totality of the Claim. The inability of a Settlement Class Member to provide precise dates of purchase, price paid, or the identity of the selling retailer will not per se invalidate a Claim, but will be assessed with other factors for purposes of validation. Issues regarding the validity of Claims that cannot be resolved by the Claims Administrator shall be submitted to Mattel s Counsel and Class Counsel for resolution and, if no resolution is reached, to the applicable Settlement Court. 8. The Claims Administrator shall cause a website to be created in both English and French containing Claims information and relevant documents, including but not limited to, all applicable deadlines; the Long-Form Settlement Notice, in both English and French; a downloadable Claim Form, in both English and French, that may be submitted online or by mail; FAQs and answers in both English and French; copies of the orders of the Settlement Courts Court pertaining to the Settlement; a copy of this Agreement; a tollfree telephone number and addresses to contact the Claims Administrator by and mail; means to identify Recalled Toys, including purchase date ranges; the dates of the Recalls; and the Recalled Toys affected by the Recalls. Mattel shall pay the cost of creating and maintaining this website. The website may be rendered inactive at Mattel s sole discretion after the Claims Deadline. F. OPTING OUT 1. Procedure (a) (b) (c) A Person who is a member of a Settlement Class may opt-out of the Settlement Proceedings by sending a written election to opt-out, signed by the Person, by pre-paid mail, courier or facsimile to the Claims Administrator. An election to opt-out will only be effective if it is actually sent to the Claims Administrator and received or post-marked on or before the Opt-Out Deadline. In addition to a written election to opt-out, a person who wishes to opt-out must provide to the Claims Administrator, on or before the Opt-Out Deadline: (1) the Person's full name, current address and telephone number; (2) the Settlement Class the Person is a member of; and (3) the information in the Person s possession identifying the Recalled Toys the Person purchased or acquired. (d) An election to opt out will only be effective if it is on behalf of a single Person or on behalf of one or more Persons residing at the same address. So-called mass or class opt-outs shall not be allowed.

21 (e) Quebec Class Members who have commenced Other Actions or commence Other Actions and fail to discontinue such Other Actions by the Opt-Out Deadline shall be deemed to have opted out. 2. Opt-Out Report (a) Within thirty (30) days of the Opt-Out Deadline, the Claims Administrator shall provide to Mattel and Class Counsel, to the extent that such information is known by the Claims Administrator, the following information in respect of each Person, if any, who has opted out of the Proceedings: (1) the Person's full name, current address and telephone number; (2) the Settlement Proceeding from which the Person is opting out; (3) the reasons for opting out; (4) the identity of the Recalled Toys the Person purchased or acquired; and (5) a copy of all information provided by that Person in the opting-out process. G. NOTICES TO SETTLEMENT CLASSES 1. Hearing Notice The proposed Settlement Classes shall be notified of hearings at which the Settlement Courts will be asked to approve the Settlement Agreement by a Hearing Notice substantially in the form attached hereto as Exhibit B. Subject to approval of the Settlement Courts, the Claims Administrator shall cause the Hearing Notice to be published and distributed in the manner described in the Hearing Notice Dissemination Plan attached as Exhibit C by a date to be set by the Settlement Courts. 2. Settlement Notice The Settlement Classes shall be notified of the certification of each of the Settlement Proceedings as a class proceeding and the approval of this Settlement Agreement by the Short- Form Settlement Notice substantially in the form attached as Exhibit D, the Long-Form Settlement Notice substantially in the form attached as Exhibit E, and the Postcard Notice substantially in the form attached as Exhibit I. Subject to approval of the Settlement Courts, the Claims Administrator shall cause the Settlement Notices to be published and distributed in the manner described in the Settlement Notice Dissemination Plan attached as Exhibit F. The publication and distribution of the Settlement Notices shall commence on the Notice Date, which date shall occur within the thirty (30) day period commencing on the Effective Date, or within such later period as agreed by the Parties and approved by the Settlement Courts.