X0303 4 2009-05-13 0000063276 MATTEL INC /DE/ MAT 0001201236 NG DOMINIC MATTEL, INC. MAIL STOP M1-1516 333 CONTINENTAL BLVD. EL SEGUNDO, CA 90245 1 0 0 0 Restricted Stock Units 2009-05-13 4 A 0 7087 0 A Common stock 7087 7087 D The Restricted Stock Units ("RSUs") were granted on May 13, 2009, pursuant to the Mattel, Inc. 2005 Equity Compensation Plan. Each RSU represents a contingent right to receive one share of Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of such share on the settlement date). The RSUs are accompanied by dividend equivalent rights. The RSUs will vest in four equal installments, as follows: (i) 25% on August 13, 2009, (ii) 25% on November 13, 2009, (iii) 25% on February 13, 2010 and (iv) 25% on the earlier of May 13, 2010 or the day before the first annual meeting of Mattel's stockholders that occurs after the grant date. Pursuant to a deferral election filed by the reporting person in 2008 under the Mattel, Inc. Deferred Compensation Plan for Non-Employee Directors ("Director DCP"), vested RSUs will be settled in accordance with the terms of the Director DCP following the reporting person's separation from service with Mattel, Inc. Upon settlement, for each vested RSU, the reporting person will receive one share of Common Stock. /s/ Dominic Ng 2009-05-13