8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report:

April 8, 2005

MATTEL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-05647	95-1567322
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

333 Continental Boulevard, El Segundo, California	90245-5012
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code

(310) 252-2000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

On April 4, 2005, Mattel, Inc. (“Mattel”) entered into letter agreements with its named executive officers concerning the Mattel, Inc. 2005 Supplemental Executive Retirement Plan (the “New SERP”). The letter agreements concern the officers’ eligibility for enhanced “Part B Benefits” under the New SERP. The letter agreements are also intended to clarify the applicability to the New SERP of various terms in the named executive officers’ employment agreements relating to supplemental retirement plans.

As disclosed in a Form 8-K filed on March 18, 2005, pursuant to actions taken by the Compensation Committee of Mattel’s Board of Directors on March 16, 2005, Mattel adopted the New SERP effective as of January 1, 2005. At the time the New SERP was adopted, Mattel had an existing supplemental executive retirement plan called the Mattel, Inc. Amended and Restated Supplemental Retirement Plan (the “Prior SERP”), which was adopted in 1996.

In order to be eligible for enhanced “Part B Benefits” under the New SERP, each named executive officer must waive his right to benefits under the Prior SERP.

Mattel’s named executive officers have employment agreements that contain provisions relating to supplemental retirement plans. In adopting the New SERP, it was Mattel’s general intention that the provisions in the employment agreements, which applied to the Prior SERP, would also apply to the New SERP. In certain instances, Mattel and the named executive officers wished to clarify details as to how particular provisions of the employment agreements would apply to the New SERP. In addition, some of the provisions of the employment agreements that were relevant in the context of the Prior SERP were no longer relevant in the context of the New SERP, and thus were no longer needed. The letter agreements contain provisions addressing these issues.

The letter agreements between Mattel and its named executive officers relating to the New SERP are filed herewith as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5, and the above description of the letter agreements is qualified in its entirety by reference to such documents.

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Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired: None

(b) Pro forma financial information: None

(c) Exhibits:

			Incorporated by Reference
Exhibit No.		Exhibit Description	Form	File No.	Exhibit(s)	Filing Date
99.1	*	Letter agreement between Mattel and Robert A. Eckert entered into on April 4, 2005 regarding the Mattel, Inc. 2005 Supplemental Executive Retirement Plan
99.2	*	Letter agreement between Mattel and Matthew C. Bousquette entered into on April 4, 2005 regarding the Mattel, Inc. 2005 Supplemental Executive Retirement Plan
99.3	*	Letter agreement between Mattel and Thomas A. Debrowski entered into on April 4, 2005 regarding the Mattel, Inc. 2005 Supplemental Executive Retirement Plan
99.4	*	Letter agreement between Mattel and Kevin M. Farr entered into on April 4, 2005 regarding the Mattel, Inc. 2005 Supplemental Executive Retirement Plan
99.5	*	Letter agreement between Mattel and Neil B. Friedman entered into on April 4, 2005 regarding the Mattel, Inc. 2005 Supplemental Executive Retirement Plan

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MATTEL, INC. Registrant
By:	/s/ Robert Normile
	Robert Normile
	Senior Vice President, General Counsel and Secretary

Dated: April 8, 2005

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EX-99.1

Exhibit 99.1

March 17, 2005

Robert A. Eckert

Chairman & CEO

Dear Bob,

I am pleased to inform you that if you accept this letter agreement, you will be named as a participant eligible for enhanced benefits under the Mattel, Inc. 2005 Supplemental Executive Retirement Plan (the “New SERP”), subject to various terms and conditions, including those set forth in this letter agreement.

Because of the enactment of a new federal income tax law affecting nonqualified deferred compensation, including supplemental retirement plans (the “New Tax Law”), the Mattel, Inc. Amended and Restated Supplemental Executive Retirement Plan, dated as of May 1, 1996, as amended by Amendment No. 1 dated as of November 4, 1999 (as so amended, the “Prior SERP”) has been frozen as of December 31, 2004. The Prior SERP benefits that were vested as of that date are not subject to the New Tax Law, and will continue to be provided under the Prior SERP, unless you accept the enhanced benefits described below and waive your Prior SERP benefits. Benefits that were not vested as of that date will be governed by the New SERP, which is subject to and designed to comply with the New Tax Law.

The New SERP is described in the enclosed summary. A copy of the plan document for the New SERP is available, upon request. In the event of any conflict between this letter agreement or the enclosed summary and the plan document for the New SERP, the plan document for the New SERP will control.

The New SERP has two types of benefits: Part A Benefits, which are computed using the same formula as the Prior SERP, and Part B Benefits, which are enhanced benefits for which selected participants, including you, are eligible. Your Employment Agreement with Mattel dated October 18, 2000, and effective as of May 16, 2000 (your “Employment Agreement”), provides that you will receive a special supplemental retirement benefit under certain circumstances, to the extent necessary so that your aggregate retirement benefits meet the requirements set forth in your Employment Agreement. Neither this letter agreement, which constitutes a post-Effective Date

agreement of the type referred to in Section 9.5 of the New SERP, nor your designation as a participant in the New SERP will result in any amendment to your Employment Agreement, although your benefits under the New SERP will be taken into account in determining the extent to which you are entitled to a special supplemental retirement benefit under your Employment Agreement.

In order to be eligible for a Part B Benefit, you must agree to waive your right to benefits under the Prior SERP by accepting this letter agreement as set forth below. Please note that if you do accept this letter agreement, there is no guarantee that you will actually receive any benefits under the New SERP, as they remain subject to your compliance with the requirements of the New SERP regarding your conduct during and after employment.

If you accept this letter agreement, I would appreciate it if you would sign, date and return a copy to me.

Sincerely, MATTEL, INC.
By:	/s/ Alan Kaye
	Alan Kaye
	SVP Human Resources

Agreed to and accepted by:

/s/ Robert A. Eckert

Robert A. Eckert

Date: April 4, 2005

EX-99.2

Exhibit 99.2

March 17, 2005

Matt Bousquette

President Mattel Brands

Dear Matt,

I am pleased to inform you that if you accept this letter agreement, you will be named as a participant eligible for enhanced benefits under the Mattel, Inc. 2005 Supplemental Executive Retirement Plan (the “New SERP”), subject to various terms and conditions, including those set forth in this letter agreement.

Because of the enactment of a new federal income tax law affecting nonqualified deferred compensation, including supplemental retirement plans (the “New Tax Law”), the Mattel, Inc. Amended and Restated Supplemental Executive Retirement Plan, dated as of May 1, 1996, as amended by Amendment No. 1 dated as of November 4, 1999 (as so amended, the “Prior SERP”) has been frozen as of December 31, 2004. The Prior SERP benefits that were vested as of that date are not subject to the New Tax Law, and will continue to be provided under the Prior SERP, unless you accept the enhanced benefits described below and waive your Prior SERP benefits. Benefits that were not vested as of that date will be governed by the New SERP, which is subject to and designed to comply with the New Tax Law.

The New SERP is described in the enclosed summary. A copy of the plan document for the New SERP is available, upon request. In the event of any conflict between this letter agreement or the enclosed summary and the plan document for the New SERP, the plan document for the New SERP will control.

The New SERP has two types of benefits: Part A Benefits, which are computed using the same formula as the Prior SERP, and Part B Benefits, which are enhanced benefits for which selected participants, including you, are eligible. This letter agreement constitutes an amendment to your Employment Agreement with Mattel dated January 31, 2000, and effective as of April 1, 1999, as amended by the letter agreements dated February 10, 2000, and July 20, 2000 (as so amended, your “Employment Agreement”), in the following respects:

(1) the references in Sections 5(d)(vi) and 5(e)(v) of your Employment Agreement to the “Mattel Supplemental Executive Retirement Plan” shall be deemed to refer to the New SERP, rather than the Prior SERP;

(2) the letter agreement dated July 20, 2000, referred to above is superseded in its entirely by this letter agreement; and

(3) for purposes of determining your Part B Benefit under the New SERP, the condition set forth Section 5.3(b) of the New SERP shall be deemed to be satisfied if your employment with Mattel is terminated (i) by Mattel without Cause (as defined in your Employment Agreement) or (ii) by you for Good Reason (as defined in your Employment Agreement) after you have attained fifty-two years of age.

In order to be eligible for a Part B Benefit, you must agree to waive your right to benefits under the Prior SERP by accepting this letter agreement as set forth below. Please note that if you do accept this letter agreement, there is no guarantee that you will actually receive any benefits under the New SERP, as they remain subject to your compliance with the requirements of the New SERP regarding your conduct during and after employment.

If you accept this letter agreement, I would appreciate it if you would sign, date and return a copy to me.

Sincerely,
MATTEL, INC.
By:	/s/ Alan Kaye
	Alan Kaye
	SVP Human Resources

Agreed to and accepted by:

/s/ Matthew C. Bousquette

Matt Bousquette

Date: April 4, 2005

EX-99.3

Exhibit 99.3

March 17, 2005

Thomas A. Debrowski

EVP WW Operations

Dear Tom,

I am pleased to inform you that if you accept this letter agreement, you will be named as a participant eligible for enhanced benefits under the Mattel, Inc. 2005 Supplemental Executive Retirement Plan (the “New SERP”), subject to various terms and conditions, including those set forth in this letter agreement.

Because of the enactment of a new federal income tax law affecting nonqualified deferred compensation, including supplemental retirement plans (the “New Tax Law”), the Mattel, Inc. Amended and Restated Supplemental Executive Retirement Plan, dated as of May 1, 1996, as amended by Amendment No. 1 dated as of November 4, 1999 (as so amended, the “Prior SERP”) has been frozen as of December 31, 2004. The Prior SERP benefits that were vested as of that date are not subject to the New Tax Law, and will continue to be provided under the Prior SERP, unless you accept the enhanced benefits described below and waive your Prior SERP benefits. Benefits that were not vested as of that date will be governed by the New SERP, which is subject to and designed to comply with the New Tax Law.

The New SERP is described in the enclosed summary. A copy of the plan document for the New SERP is available, upon request. In the event of any conflict between this letter agreement or the enclosed summary and the plan document for the New SERP, the plan document for the New SERP will control.

The New SERP has two types of benefits: Part A Benefits, which are computed using the same formula as the Prior SERP, and Part B Benefits, which are enhanced benefits for which selected participants, including you, are eligible. This letter agreement constitutes an amendment to your Employment Agreement with Mattel dated November 13, 2000 (your “Employment Agreement”), as follows: the references in Section 5(e)(v) of your Employment Agreement to the “Mattel Supplemental Executive Retirement Plan” shall be deemed to refer to the New SERP, rather than the Prior SERP.

In order to be eligible for a Part B Benefit, you must agree to waive your right to benefits under the Prior SERP by accepting this letter agreement as set forth below. In addition, in order to be eligible for a Part B Benefit, you must satisfy your “Part B Eligibility Requirement, which is to remain employed with Mattel through May 25, 2008. However, your Part B Eligibility Requirement will be waived in the event of your Involuntary Termination (as defined in the New SERP), which shall include a termination of your employment covered by Section 5(e) of your employment Agreement. Please note that if you do accept this letter agreement, there is no guarantee that you will actually receive any benefits under the New SERP, as they remain subject to your compliance with the requirements of the New SERP regarding your conduct during and after employment.

If you accept this letter agreement, I would appreciate it if you would sign, date and return a copy to me.

Sincerely,
MATTEL, INC.
By:	/s/ Alan Kaye
	Alan Kaye
	SVP Human Resources

Agreed to and accepted by:

/s/ Thomas A. Debrowski

Thomas A. Debrowski

Date: April 4, 2005

EX-99.4

Exhibit 99.4

March 17, 2005

Kevin M. Farr

Chief Financial Officer

Dear Kevin,

I am pleased to inform you that if you accept this letter agreement, you will be named as a participant eligible for enhanced benefits under the Mattel, Inc. 2005 Supplemental Executive Retirement Plan (the “New SERP”), subject to various terms and conditions, including those set forth in this letter agreement.

Because of the enactment of a new federal income tax law affecting nonqualified deferred compensation, including supplemental retirement plans (the “New Tax Law”), the Mattel, Inc. Amended and Restated Supplemental Executive Retirement Plan, dated as of May 1, 1996, as amended by Amendment No. 1 dated as of November 4, 1999 (as so amended, the “Prior SERP”) has been frozen as of December 31, 2004. The Prior SERP benefits that were vested as of that date are not subject to the New Tax Law, and will continue to be provided under the Prior SERP, unless you accept the enhanced benefits described below and waive your Prior SERP benefits. Benefits that were not vested as of that date will be governed by the New SERP, which is subject to and designed to comply with the New Tax Law.

The New SERP is described in the enclosed summary. A copy of the plan document for the New SERP is available, upon request. In the event of any conflict between this letter agreement or the enclosed summary and the plan document for the New SERP, the plan document for the New SERP will control.

The New SERP has two types of benefits: Part A Benefits, which are computed using the same formula as the Prior SERP, and Part B Benefits, which are enhanced benefits for which selected participants, including you, are eligible. This letter agreement constitutes an amendment to your Employment Agreement with Mattel dated as of March 28, 2000, as amended by the letter agreements dated July 20, 2000, and March 6, 2002 (as so amended, your “Employment Agreement”), in the following respects:

(1) the references in the first sentence of each of Sections 5(d)(vi) and 5(e)(vi) of your Employment Agreement to the “Mattel Supplemental Executive Retirement Plan” shall be deemed to refer to the New SERP, rather than the Prior SERP; and

(2) the second sentence of each of Sections 5(d)(vi) and 5(e)(vi) of your Employment Agreement is hereby deleted.

In order to be eligible for a Part B Benefit, you must agree to waive your right to benefits under the Prior SERP by accepting this letter agreement as set forth below. Please note that if you do accept this letter agreement, there is no guarantee that you will actually receive any benefits under the New SERP, as they remain subject to your compliance with the requirements of the New SERP regarding your conduct during and after employment.

If you accept this letter agreement, I would appreciate it if you would sign, date and return a copy to me.

Sincerely,
MATTEL, INC.
By:	/s/ Alan Kaye
	Alan Kaye
	SVP Human Resources

Agreed to and accepted by:

/s/ Kevin M. Farr

Kevin M. Farr

Date: April 4, 2005

EX-99.5

Exhibit 99.5

March 17, 2005

Neil B. Friedman

President Fisher-Price Brands

Dear Neil,

I am pleased to inform you that if you accept this letter agreement, you will be named as a participant eligible for enhanced benefits under the Mattel, Inc. 2005 Supplemental Executive Retirement Plan (the “New SERP”), subject to various terms and conditions, including those set forth in this letter agreement.

Because of the enactment of a new federal income tax law affecting nonqualified deferred compensation, including supplemental retirement plans (the “New Tax Law”), the Mattel, Inc. Amended and Restated Supplemental Executive Retirement Plan, dated as of May 1, 1996, as amended by Amendment No. 1 dated as of November 4, 1999 (as so amended, the “Prior SERP”) has been frozen as of December 31, 2004. The Prior SERP benefits that were vested as of that date are not subject to the New Tax Law, and will continue to be provided under the Prior SERP, unless you accept the enhanced benefits described below and waive your Prior SERP benefits. Benefits that were not vested as of that date will be governed by the New SERP, which is subject to and designed to comply with the New Tax Law.

The New SERP is described in the enclosed summary. A copy of the plan document for the New SERP is available, upon request. In the event of any conflict between this letter agreement or the enclosed summary and the plan document for the New SERP, the plan document for the New SERP will control.

The New SERP has two types of benefits: Part A Benefits, which are computed using the same formula as the Prior SERP, and Part B Benefits, which are enhanced benefits for which selected participants, including you, are eligible. This letter agreement constitutes an amendment to your Employment Agreement with Mattel dated January 31, 2000, effective as of April 1, 1999, as amended by the letter agreements dated February 10, 2000, and November 14, 2000 (as so amended, your “Employment Agreement”), in the following respects:

(1) the references in Sections 5(d)(vi) and 5(e)(v) of your Employment Agreement to the “Mattel Supplemental Executive Retirement Plan” shall be deemed to refer to the New SERP, rather than the Prior SERP; and

(2) following the termination of your employment with Mattel, you shall receive the greater of (x) a Part B Benefit under the New SERP or (y) the benefit to which you are entitled under the letter agreements dated November 14, 2000, referred to above, determined on an Actuarially Equivalent basis (as that term is defined in the New SERP) (but in no event shall you receive both such benefits).

In order to be eligible for a Part B Benefit, you must (1) accept this letter agreement as set forth below, (2) satisfy your “Part B Eligibility Requirement,” which is to remain employed with Mattel through August 19, 2007, and (3) after you have satisfied your Part B Eligibility Requirement, provide a written waiver of your right to benefits under the Prior SERP. However, your Part B Eligibility Requirement will be waived in the event of your Involuntary Termination (as defined in the New SERP, which shall include a termination of your employment covered by Section 5(d) or 5(e) of your Employment Agreement). Please note that if you do accept this letter agreement, there is no guarantee that you will actually receive any benefits under the New SERP, as they remain subject to your compliance with the requirements of the New SERP regarding your conduct during and after employment.

If you accept this letter agreement, I would appreciate it if you would sign, date and return a copy to me.

Sincerely,
MATTEL, INC.
By:	/s/ Alan Kaye
	Alan Kaye
	SVP Human Resources

Agreed to and accepted by:

/s/ Neil B. Friedman

Neil B. Friedman

Date: April 4, 2005