The Fisher-price Section 415 Excess Benefit Plan

Exhibit 10.42

The Fisher-Price 415 Excess Benefit Plan

The Fisher-Price Section 415 Excess Benefit Plan (the " Plan" ) is continued with this document. The Plan was originally established June 28, 1991 and has been maintained by Fisher-Price, Inc., and its successors. Following a corporate reorganization in January, 1995, the Plan was continued by the newly formed and renamed corporate entities now known as Fisher-Price, Inc. and Mattel Operations, Inc. Beginning in January, 1998, the Plan is extended to Tyco Preschool, Inc. upon the inclusion of Tyco Preschool, Inc. as a covered employer under the Fisher-Price Pension Plan. The term " Company" as used in this Plan shall refer to each employer that has adopted and has employees participating in the Fisher-Price Pension Plan. The Plan is intended to be an unfunded " excess benefit plan" within the meaning of Sections 3(36) and 4(b)(5) of the Employee Retirement Income Security Act of 1974 (" ERISA" ). The purpose of this Plan is solely to provide benefits to certain Participants of the Fisher-Price Pension Plan, as amended and restated from time to time (the " Pension Plan" ), in excess of the limitations on benefits imposed by Section 415 of the Internal Revenue Code of 1986 (" Code Section 415" ), or any future comparable provisions.

Fisher-Price, Inc. on behalf of itself and the other covered employers under the Pension Plan hereby continues the terms and provisions of the Plan by restating the Plan as follows: 1. The terms of this restated Plan shall replace the prior Plan established June 28, 1991. Each term used in this Plan and also used in the Pension Plan shall have the same meaning herein as under the Pension Plan.

2. If a Participant (or the spouse or other beneficiary of a former Participant) shall be entitled to receive benefits under the Pension Plan, the benefits payable under this Plan shall equal: (a) the Participant' s ac ...