CANADIAN TOY RECALL CLASS ACTIONS NATIONAL … · CANADIAN TOY RECALL CLASS ACTIONS NATIONAL...

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”)

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;

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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. 0701-09869, 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. 07 38/4, 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.

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(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.

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(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, 2009.

(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 07-01-53858, 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

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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, emailing, 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-07-00003100 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:



(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.

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(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. 06-000527-107, in Montreal.

(44) “Quebec Settlement Class” means all Persons in Quebec, except Excluded Persons, who:



(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 2007.

(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

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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.

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(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. 1334 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.

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(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) seek or oppose the certification of any of the Proceedings as class proceedingsshould the Settlement Agreement not be finally approved or implemented for any reason;

(b) 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

(c) use the certification of the Settlement Proceedings to oppose certification of any other proposed or existing class proceeding arising out of the Released Claims.

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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) 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.

(b) 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.

(c) 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.

(d) 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’sCounsel and Class Counsel.

(e) 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.

(f) 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

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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) $10.00.

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

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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 pre-addressed, 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 $1,000,000.00 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 $1,000,000.00.

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(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 2126-2327

(2) K8606 Barbie Table & Chairs, date coded 2866-2327

(3) K8608 Barbie Futon & Table Living Room Playset, date coded 2866-2327

(4) K8609 Barbie Desk & Chair Bedroom Playset, date coded 2866-2327

(5) J9485 Barbie Dream Puppy House Playset, date coded 2866-2327

(6) J9486 Barbie Dream Kitty Condo Playset, date coded 2866-2327

(7) K8607 Barbie Bathtub & Toilet Bathroom Playset, date coded 2866-2327

(8) K8613 Barbie Couch & Table Living Room Playset, date coded 2866-2327

(9) K3013 GeoTrax Rail & Road System Special Track Pack, date coded 2126-2327

(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.

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(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) 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.

(B) 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) under Section D.1.(c) and (d) and all Claims by Declaration Only under Section D.1.(e); or

(B) 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.

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(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) Name, address, telephone number, e-mail, and any other pertinent contact information for use in validating the Claim;

(b) Name, gender, age, and address of each child tested;

(c) Affirmation that the Settlement Class Member is the parent or guardian of each child who was tested;

(d) 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

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(2) The date(s) during which the child was exposed;

(e) The date on which the test was performed;

(f) The name of the medical service provider who performed the test;

(g) The total out of pocket cost of the test paid by the Settlement Class Member and not covered by provincial health insurance; and,

(h) 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

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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) Telephone number or contact information for use, if necessary, in validating Claims; and

(b) 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;

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(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 email. 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

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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 toll-free telephone number and addresses to contact the Claims Administrator by e-mail 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) 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.

(b) 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.

(c) 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.

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(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 SettlementProceedings 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.

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H. CLASS COUNSEL FEES AND PLAINTIFF INCENTIVE AWARDS

1. Class Counsel Fees

Class Counsel agrees to bring, and Mattel agrees not to oppose, applications or motions before all three Settlement Courts for approval of the Class Counsel Fees not to exceed a total of $350,000.00 for all three Settlement Proceedings combined, inclusive of all fees, disbursements, expenses, interest, GST, PST, HST and other applicable taxes or charges. Such Class CounselFees as are approved by the Settlement Courts will be paid by Mattel within thirty (30) days after the later of: (a) the Effective Date; and (b) the date on which the last Settlement Court renders its decision approving the Class Counsel Fees. For greater certainty, it is expressly agreed that Mattel shall not be obligated to pay Class Counsel Fees greater than the lesser of:

(a) $350,000.00; and

(b) the total amount for Class Counsel Fees approved by the Settlement Courts.

2. Incentive Awards

Mattel agrees to pay each Plaintiff the amount of such Incentive Award, if any, as may be approved by the Settlement Court(s). The Plaintiffs shall not seek Incentive Awards in excess of $500 per Plaintiff and Mattel agrees that it will not object to, or otherwise challenge, the Plaintiffs’ applications, motions or requests for Incentive Awards, so long as the Plaintiffs do not seek awards in excess of such amount. If awarded by the Settlement Court(s), such Incentive Awards will be paid to Class Counsel on behalf of the Plaintiffs within thirty (30) days after the later of: (a) the Effective Date; and (b) the date on which the last Settlement Court renders its decision approving the Incentive Awards. Any Incentive Awards awarded by the Settlement Court(s) shall be paid by Mattel, in addition to the Settlement Benefits to Settlement Class Members and the Class Counsel Fees otherwise provided for in this Agreement.

I. TERMINATION OF SETTLEMENT AGREEMENT

1. Termination – Absence Or Insufficiency Of Court Approval

(a) In the event that:

(1) any Settlement Court declines to approve this Settlement Agreement or any material part hereof;

(2) any Settlement Court does not certify or authorize the Settlement Proceeding as a class proceeding for the purpose of settlement;

(3) any Settlement Court approves this Settlement Agreement in a materially modified form; or

(4) any orders approving this Settlement Agreement made by any Settlement Court do not become Final Orders,

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this Settlement Agreement shall be terminated and, except as provided for in Section I.3., it shall be null and void and have no further force or effect, shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation.

(b) It is expressly agreed that the failure or refusal of a Settlement Court to grant or approve, in whole or in part, the request for Class Counsel Fees as provided in Section H.1. herein or the request for Incentive Payments to Plaintiffs as provided for in Section H.2. herein, shall not be deemed to be a refusal or failure by the Settlement Court to approve this Settlement Agreement or any material part hereof nor be deemed to be a material modification of all, or a part, of this Settlement Agreement, and shall not provide any basis for the termination of this Settlement Agreement.

2. Termination – Opt-Out Threshold Exceeded

(a) In the event that the number of members of the Settlement Classes who exercise their rights to opt out under Section F.1. of this Settlement Agreement exceeds the number set forth in the separate Opt-Out Threshold Agreement between the Parties (the “Opt-Out Threshold”), Mattel, at its sole discretion, may terminate this Settlement Agreement by serving written notice upon Class Counsel within five (5) business days of receiving the Opt-Out report from the Claims Administrator pursuant to Section F.2. herein.

(b) The Opt-Out Threshold Agreement shall be available upon request to the Settlement Courts but shall not be filed with the Court or otherwise disclosed to any Person other than Class Counsel, the Representative Plaintiffs, Mattel’s Counsel and Mattel. To the extent that a Settlement Court requests a copy of the Opt-Out Threshold Agreement, the Parties shall request that the document be filed under seal.

3. If Settlement Agreement is Terminated

(a) If this Settlement Agreement is terminated:

(1) no motion to certify or authorize any of the Proceedings as a class action on the basis of this Settlement Agreement or to approve this Settlement Agreement, which has not been heard, shall proceed;

(2) any order certifying or authorizing a Settlement Proceeding as a class action on the basis of the Settlement Agreement or approving this Settlement Agreement shall be set aside and declared null and void and of no force or effect, and all Persons shall be estopped from asserting otherwise;

(3) any prior certification or authorization of a Settlement Proceeding as a class proceeding, including the definitions of the Settlement Class and the Common Issue, shall be without prejudice to any position that any of the Parties may later take on any issue in the Proceedings or any other litigation;

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(4) within ten (10) days of such termination having occurred, Class Counsel and the Plaintiffs shall return to Mattel any and all amounts paid by Mattel to Class Counsel and the Plaintiffs in respect of Class Counsel Fees or Incentive Awards under Sections H.1 and H.2. of this Settlement Agreement; and

(5) within ten (10) days of such termination having occurred, Class Counsel shall destroy all documents or other materials provided by Mattel or containing or reflecting information derived from such documents or other materials received from Mattel and, to the extent Class Counsel has disclosed any documents or information provided by Mattel to any other Person, shall recover and destroy such documents or information. Class Counsel shall provide Mattel with a written certification by Class Counsel of such destruction. Nothing contained in this Section shall be construed to require Class Counsel to destroy any of their work product. However, any documents or information provided by Mattel, or received from Mattel in connection with this Settlement Agreement, may not be disclosed to any Person in any manner or used, directly or indirectly, by Class Counsel or any other Person in any way for any reason, without the express prior written permission of Mattel. Class Counsel shall take appropriate steps and precautions to ensure and maintain the confidentiality of such documents, information and any work product of Class Counsel.

4. Survival of Provisions After Termination

If this Settlement Agreement is terminated the provisions of Sections B., C.4., and I. and the Definitions (in Section A. herein), the Miscellaneous provisions (in Section K. herein) and the Exhibits applicable thereto shall survive the termination and continue in full force and effect. The Definitions, Miscellaneous provisions and Exhibits shall survive only for the limited purpose of the interpretation and implementation of Sections B., C.4., and I. within the meaning of this Settlement Agreement, but for no other purposes. All other provisions of this Settlement Agreement and all other obligations pursuant to this Settlement Agreement shall cease immediately.

Mattel and the Plaintiffs expressly reserve all of their respective rights if this Settlement Agreement does not become effective or if this Settlement Agreement is terminated.

J. RELEASES AND DISMISSALS

1. Release of Releasees

Upon the Effective Date, and in consideration of the Settlement Consideration, the Releasors forever and absolutely release the Releasees from the Released Claims.

2. No Further Claims

The Releasors shall not now or hereafter institute, continue, maintain or assert, either directly or indirectly, whether in Canada or elsewhere, on their own behalf or on behalf of any class or any other Person, any action, suit, cause of action, claim or demand against any Releasee or any other

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Person who may claim contribution or indemnity from any Releasee in respect of any Released Claim or any matter related thereto.

3. Dismissal of Settlement Proceedings

The Settlement Proceedings shall be dismissed with prejudice and without costs.

4. Dismissal of Other Proceedings

The Other Proceedings shall be dismissed with prejudice and without costs as against Mattel on consent of Mattel and the Plaintiff in each of the Other Proceedings. To the extent that such dismissal requires the approval of the Court, the Plaintiff in such Other Proceeding shall bring a motion seeking such approval within thirty (30) days of the Effective Date.

5. Dismissal of Other Actions

Each Settlement Class Member shall be deemed to consent to the dismissal, without costs and with prejudice, of his, her or its Other Actions against the Releasees. All Other Actions commenced in any province or territory of Canada by any Settlement Class Member shall be dismissed against the Releasees, without costs and with prejudice.

6. No Further Litigation

No Class Counsel, nor anyone currently or hereafter employed by, associated with, or a partner with Class Counsel, may directly or indirectly participate or be involved in or in any way assist with respect to any claim made or action commenced by any Person which relates to or arises from the Released Claims. Moreover, these Persons may not divulge to anyone for any purpose any information obtained in the course of the Proceedings or the negotiation and preparation of this Settlement Agreement, except to the extent such information is otherwise publicly available or unless ordered to do so by a court.

K. MISCELLANEOUS

1. Motions for Directions

Class Counsel, Mattel or the Claims Administrator may apply to one or more of the Settlement Courts for directions in respect of the implementation and administration of this Settlement Agreement.

2. Motions on Notice

All motions or applications contemplated by this Settlement Agreement shall be on notice toMattel and the Plaintiff in the Proceeding in which the motion or application is brought.

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3. Headings, etc.

In this Settlement Agreement:

(a) the division of the Settlement Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Settlement Agreement; and

(b) the terms "this Settlement Agreement", "hereof', "hereunder", "herein", and similar expressions refer to this Settlement Agreement and not to any particular section or other portion of this Settlement Agreement unless such section or portion is expressly specified.

4. Computation of Time

In the computation of time in this Settlement Agreement, except where a contrary intention appears,

(a) where there is a reference to a number of days between two events, the number of days shall be counted by excluding the day on which the first event happens and including the day on which the second event happens, including all calendar days; and

(b) only in the case where the time for doing an act expires on a holiday, the act may be done on the next day that is not a holiday.

5. Governing Law

This Settlement Agreement shall be governed by and construed and interpreted in accordance with the laws of the Province of Ontario.

6. Entire Agreement

This Settlement Agreement, including all Exhibits hereto, constitutes the entire agreement among the Parties, and supersedes all prior and contemporaneous understandings, undertakings, negotiations, representations, promises, agreements, agreements in principle and memoranda of understanding in connection herewith. None of the Parties will be bound by any prior obligations, conditions or representations with respect to the subject matter of this Settlement Agreement, unless expressly incorporated herein.

7. Exhibits

All Exhibits to this Settlement Agreement are material and integral parts hereof, and are incorporated by reference as if fully rewritten herein. In the event of any variance between the terms if this Settlement Agreement and any of the Exhibits hereto, the terms of this Settlement Agreement shall govern and supersede the Exhibit(s).

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8. Waiver

The waiver by one Party of any provision or breach of the Settlement Agreement shall not be deemed a waiver of any other provision or any other breach of the Settlement Agreement.

9. Amendments

This Settlement Agreement may not be modified or amended except in writing and on consent of Mattel and Class Counsel and any such modification or amendment must be approved by the Settlement Court(s) with jurisdiction over the matter to which the amendment relates.

10. Binding Effect

This Settlement Agreement shall be binding upon, and enure to the benefit of, the Plaintiffs, Mattel, the Releasees and all of their successors and assigns. Without limiting the generality of the foregoing, each and every covenant and agreement made herein by the Plaintiffs shall be binding upon all Releasors and each and every covenant and agreement made herein by Mattel shall be binding upon all of the Releasees.

11. Counterparts

This Settlement Agreement may be executed in counterparts, all of which taken together will be deemed to constitute one and the same agreement, and a facsimile signature or signature sent by e-mail shall be deemed an original signature for purposes of executing this Settlement Agreement and shall be binding.

12. Negotiated Agreement

This Settlement Agreement has been the subject of negotiations and discussions among the undersigned, each of which has been represented and advised by competent counsel, so that any statute, case law, or rule of interpretation or construction that would or might cause any provision to be construed against the drafter of this Settlement Agreement shall have no force and effect. The Parties further agree that the language contained in or not contained in previous drafts of this Settlement Agreement, or any agreement in principle, shall have no bearing upon the proper interpretation of this Settlement Agreement.

13. Language

The Parties acknowledge that they have required and consented that this Settlement Agreement and all related documents be prepared in English; les parties reconnaissent avoir exigé que la présente convention et tous les documents connexes soient rédigés en anglais.

14. Transaction

The present Settlement Agreement constitutes a transaction in accordance with Articles 2631 and following of the Civil Code of Quebec, and the Parties are hereby renouncing to any errors of fact, of law and/or of calculation.

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15. Recitals

The recitals to this Settlement Agreement are true and form part of the Settlement Agreement.

16. Exhibits

The Exhibits annexed hereto form part of this Settlement Agreement.

17. Acknowledgements

Each of the Parties hereby affirms and acknowledges that:

(a) he, she or a representative of the Party with the authority to bind the Party with respect to the matters set forth herein has read and understood the Settlement Agreement;

(b) the terms of this Settlement Agreement and the effects thereof have been fully explained to him, her or the Party's representative by his, her or its counsel;

(c) he, she or the Party's representative fully understands each term of the Settlement Agreement and its effect; and

(d) no Party has relied upon any statement, representation or inducement (whether material, false, negligently made or otherwise) of any other Party with respect to the first Party's decision to execute this Settlement Agreement.

18. Authority of Class Counsel

To the extent that any provision or term of this Settlement Agreement expressly provides for the consent, agreement or approval of the Plaintiffs, the Parties or Class Counsel, the Plaintiffs acknowledge and agree that Class Counsel is authorized to give such consent, agreement or approval on behalf of the Plaintiffs and that the Plaintiffs will be bound by such consent, agreement or approval.

19. Authorized Signatures

Each of the undersigned represents that he or she is fully authorized to enter into the terms and conditions of, and to execute, this Settlement Agreement.

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20. Notice

Where this Settlement Agreement requires a Party to provide notice or any other communication or document to another, such notice, communication or document shall be provided by email, facsimile or letter by overnight delivery to the representatives for the Party to whom notice is being provided, as identified below:

For Plaintiffs and for Class Counsel:

Merchant Law Group100 - 2401 Saskatchewan Drive (Saskatchewan Drive Plaza) Regina, Saskatchewan S4P 4H8 Tel: 306-359-7777 Fax: 306-522-3299 Email: [email protected]: Nicholas Robinson

For Mattel:

Ogilvy Renault LLPSuite 3800Royal Bank Plaza, South Tower200 Bay Street P.O. Box 84Toronto, Ontario M5J 2Z4Tel: (416) 216-4000Fax: (416) 216-3930Email: [email protected]: D. Michael Brown

mailto:[email protected]

mailto:[email protected]

EXHIBIT “A”

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LIST OF RECALLED TOYS

SKU # DESCRIPTION RECALL DATE PURCHASE PERIOD*

39054 Sesame Street Shape Sorter 8/2/2007 5/1/07 -- 8/16/07

B9620 Dora's Talking House 8/2/2007 5/1/07 -- 8/16/07

C6908 Dora, Backpack, Perrito Figure Pack 8/2/2007 5/1/07 -- 8/16/07

C6909 Diego Figure Pack 8/2/2007 5/1/07 -- 8/16/07C6910 Swiper Figure Pack 8/2/2007 5/1/07 -- 8/16/07C6911 Boots, Tico Figure Pack 8/2/2007 5/1/07 -- 8/16/07

G3825 Dora Talking Vamonos Van 8/2/2007 5/1/07 -- 8/16/07

H3343 Cousin Daisy 8/2/2007 5/1/07 -- 8/16/07

H3344 Birthday Dora 8/2/2007 5/1/07 -- 8/16/07

H4187 Dora Figures in Tube 8/2/2007 5/1/07 -- 8/16/07

H4649 Fairytale Castle 8/2/2007 5/1/07 -- 8/16/07

H4650 Let’s Go Rescue Center 8/2/2007 5/1/07 -- 8/16/07

H6859 Dora’s Talking House – French 8/2/2007 5/1/07 -- 8/16/07

H9124 Chef Dora 8/2/2007 5/1/07 -- 8/16/07

H9125 Bedtime Dora 8/2/2007 5/1/07 -- 8/16/07

H9203 Sesame Street Sing & Giggle Tool Bench 8/2/2007 5/1/07 -- 8/16/07

J0338 Diego Talking Field Journal 8/2/2007 5/1/07 -- 8/16/07

J0343 Go Diego Go Anartic Rescue 8/2/2007 5/1/07 -- 8/16/07

J0344 Go Diego Go Deep Sea Rescue 8/2/2007 5/1/07 -- 8/16/07

J0345 Go Diego Go Mountain Rescue 8/2/2007 5/1/07 -- 8/16/07

J0346 Go Diego Go Talking Rescue 4 x 4 8/2/2007 5/1/07 -- 8/16/07

J1136 Dora Talking Vamanos Van --French 8/2/2007 5/1/07 -- 8/16/07

J2248 Carnival 8/2/2007 5/1/07 -- 8/16/07

J9451 Diego Talking Rescue 4x4 8/2/2007 5/1/07 -- 8/16/07

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K0617 Twins 8/2/2007 5/1/07 -- 8/16/07

K0730 Dora’s Shop n’ Go Market 8/2/2007 5/1/07 -- 8/16/07


K3414 Talking Gadget Belt 8/2/2007 5/1/07 -- 8/16/07

K3571 Go Diego Go Mobile Rescue Unit 8/2/2007 5/1/07 -- 8/16/07

K4139 Go Diego Go Dinosaur Rescue 8/2/2007 5/1/07 -- 8/16/07

K4140 Toucan Motorcycle Rescue 8/2/2007 5/1/07 -- 8/16/07


L5342 Diego Mobile Rescue Unit 8/2/2007 5/1/07 -- 8/16/07

M0351 Dora Figures- Dora and Kitty 8/2/2007 5/1/07 -- 8/16/07

M0352 Dora Figures- Diego and Bear 8/2/2007 5/1/07 -- 8/16/07

J4142 One Piece™ Triple Slash™ Zolo Roronoa™ 8/14/2007 Prior to 8/28/07

J1944 The Batman™ Magna Battle Armor™ Batman™ Figure 8/14/2007 Prior to 8/28/07

J1946 The Batman™ Magna Fight Wing™ Batman™ Figure 8/14/2007 Prior to 8/28/07

J5115 The Batman™ Magna Flying Fox™ Batman™ Figure 8/14/2007 Prior to 8/28/07

J5114 The Batman™ Magna Secret I.D.™ Batman™ Figure 8/14/2007 Prior to 8/28/07

G4457 Doggie Daycare™ Dreamhouse Nursery With Honey™ Playset 8/14/2007 Prior to 8/28/07

G4458 Doggie Daycare™ Bathtime With Beau™ Playset 8/14/2007 Prior to 8/28/07

G4459 Doggie Daycare™ Snacktime With Cookie™ Playset 8/14/2007 Prior to 8/28/07

G4460 Doggie Daycare Diaper Change with Ginger™ Playset 8/14/2007 Prior to 8/28/07

G4461 Doggie Daycare™ Lula™ and Baby Playset 8/14/2007 Prior to 8/28/07

G4462 Doggie Daycare™ Crockett™ and Baby Playset 8/14/2007 Prior to 8/28/07

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G4464 Doggie Daycare™ Taffy™ and Baby Playset 8/14/2007 Prior to 8/28/07

G9703 Doggie Daycare™ Puppy Park With Dixie™ Playset 8/14/2007 Prior to 8/28/07

H1530 Doggie Daycare™ Icecream With Ranger™ Playset 8/14/2007 Prior to 8/28/07

H1532 Doggie Daycare™ CoCo™ and Baby Playset 8/14/2007 Prior to 8/28/07

H1533 Doggie Daycare™ Sparly™ and Baby Playset 8/14/2007 Prior to 8/28/07

55503 Polly Pocket!™ Fashion Polly® Happenin’ Pet Salon Playset 8/14/2007 Prior to 8/28/07

B2632 Polly Pocket!™ Polly Place™ Hangin' Out House™ Playset 11/20/06; 8/14/2007 Prior to 8/28/07

B3158 Polly Pocket!™ Polly Place™ Treetop Clubhouse™ Playset 11/20/06; 8/14/2007 Prior to 8/28/07

B3203 Polly Pocket!™ Lunchbox Café™ Playset 8/14/2007 Prior to 8/28/07

B3204 Polly Pocket!™ School Time Fun™ Playset 8/14/2007 Prior to 8/28/07

B3207 Polly Pocket!™ Lip Gloss Studio™ Playset 8/14/2007 Prior to 8/28/07

B3209 Polly Pocket!™ Glitter Boutique™ Playset 8/14/2007 Prior to 8/28/07

B3210 Polly Pocket!™ Polly Place™ Dip N' Dive™ Pool Playset 8/14/2007 Prior to 8/28/07

B3211 Polly Pocket!™ Polly Place™ Gameroom Garage™ Playset 8/14/2007 Prior to 8/28/07

B3396 Polly Pocket!™ Birthday Surprise 8/14/2007 Prior to 8/28/07

B7078 Polly Pocket!™ Dazzlin' Pet Show™ Divine Dogs™ 8/14/2007 Prior to 8/28/07

B7082 Polly Pocket!™ Dazzlin' Pet Show™ Magic Rabbits™ 8/14/2007 Prior to 8/28/07

B7118 Polly Pocket!™ Polly Place™ Totally Tiki Diner™ Playset 11/20/06; 8/14/2007 Prior to 8/28/07

B7124 Polly Pocket!™ Stretchy Hop & Shop Trolley 8/14/2007 Prior to 8/28/07

B7125 Polly Pocket!™ Polly Place™ Sweet Treats™ Playset 8/14/2007 Prior to 8/28/07

B7127 Polly Pocket!™ Mailbox Surprise™ Playset 8/14/2007 Prior to 8/28/07

B7129 Polly Pocket!™ Jewelry Box Bedroom™ Playset 8/14/2007 Prior to 8/28/07

B8478 Polly Pocket!™ Polly Place™ Party On The Go!™ Playset 8/14/2007 Prior to 8/28/07

B9521 Polly Pocket!™ Spa Day™ Playset 8/14/2007 Prior to 8/28/07

B9522 Polly Pocket!™ Lunchbox Cafe™ Playset 8/14/2007 Prior to 8/28/07

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B9525 Polly Pocket!™ Glitter Puff 8/14/2007 Prior to 8/28/07B9578 Polly Pocket!™ Spa Day™ Playset 8/14/2007 Prior to 8/28/07

B9929 Polly Pocket!™ Boutique On The Go ™ Playset 8/14/2007 Prior to 8/28/07

C0504 Polly Pocket!™ Mailbox Surprise™ Playset 8/14/2007 Prior to 8/28/07

C0505 Polly Pocket!™ Jewelry Box Bedroom™ Playset 8/14/2007 Prior to 8/28/07

C1341 Polly Pocket!™ Disco Lamp 8/14/2007 Prior to 8/28/07C1342 Polly Pocket!™ Disco Lamp 8/14/2007 Prior to 8/28/07

G8602 Polly Pocket!™ Mermaid Stars™ Playset 8/14/2007 Prior to 8/28/07

G8605 Polly Pocket!™ Quik-Clik™ Boutique 11/20/06; 8/14/2007 Prior to 8/28/07

G8612 Polly Pocket!™ Snow Cool™ Hotel Playset 8/14/2007 Prior to 8/28/07

G8614 Polly Pocket!™ Quik-Clik™ House Of Style™ Playset 8/14/2007 Prior to 8/28/07

G8615 Polly Pocket!™ Totally Bead-iful™ Jewelry Maker 8/14/2007 Prior to 8/28/07

H1537 Polly Pocket!™ Quik-Clik™ City Pretty™ Playset (Lila®) 11/20/06; 8/14/2007 Prior to 8/28/07

H1538 Polly Pocket!™ Quik-Clik™ Sporty Style™ Playset (Lea®) 11/20/06; 8/14/2007 Prior to 8/28/07

H1553 Polly Pocket!™ Quik-Clik™ Movie Time™ Playset (Lila®) 8/14/2007 Prior to 8/28/07

H1554 Polly Pocket!™ Quik-Clik™ Pool Party® Playset (Lila®) 8/14/2007 Prior to 8/28/07

J9966 Polly Pocket!™ Pollyworld™ Kerstie Fashions 8/14/2007 Prior to 8/28/07

H3211 Polly Pocket!™ Quik-Clik™ Totally Zen™ Playset (Shani®) 11/20/06; 8/14/2007 Prior to 8/28/07

J1659 Polly Pocket!™ Pollywood™ Limo-Scene™ Vehicle 8/14/2007 Prior to 8/28/07

J1661 Polly Pocket!™ Pollywood™ Dial-A-Style™ Lila® Doll 8/14/2007 Prior to 8/28/07

J1662 Polly Pocket!™ Pollywood™ Dial-A-Style™ Lea® Doll 8/14/2007 Prior to 8/28/07

J1670 Polly Pocket!™ Stickin’ 2 Style™ Doll 8/14/2007 Prior to 8/28/07

J1681 Polly Pocket!™ Pollyworld™ Rockin' Theme Park™ Playset 8/14/2007 Prior to 8/28/07

J1687 Polly Pocket!™ Pollyworld™ Dress N’ Drive™ Lounge Playset 8/14/2007 Prior to 8/28/07

|


J1695Polly Pocket!™ Pollyworld™ Theme Park Party™ Quik Clik™ Doll and Fashions

8/14/2007 Prior to 8/28/07

J4169 Polly Pocket!™ Pollyworld™ Quik Clik™ Polly™ Doll 8/14/2007 Prior to 8/28/07

J4170 Polly Pocket!™ Pollyworld™ Quik Clik™ Crissy™ Doll 8/14/2007 Prior to 8/28/07

J4171 Polly Pocket!™ Pollyworld™ Quik Clik™ Lea™ Doll 8/14/2007 Prior to 8/28/07

J4172 Polly Pocket!™ Pollyworld™ Quik Clik™ Shani® doll 8/14/2007 Prior to 8/28/07

J9305 Polly Pocket!™ Pollyworld™ Costume Cart (Lea®) Playset 8/14/2007 Prior to 8/28/07

J9306 Polly Pocket!™ Pollyworld™ Gift Shop (Lila®) Playset 8/14/2007 Prior to 8/28/07

J9648 Polly Pocket!™ Twirl & Swirl™ Beauty Case 8/14/2007 Prior to 8/28/07

J9965 Polly Pocket!™ Pollyworld™ Dial-A Song Polly Fashions 8/14/2007 Prior to 8/28/07

K3460 Polly Pocket!™ Pollyworld™ Rockin' Tour Bus™ 8/14/2007 Prior to 8/28/07

L6294 Cars Movie Moments Fillmore and Sarge (Sarge) 8/14/2007 5/1/07 -- 8/13/07

L4051 Cars Radiator Springs Shopkeeper (Sarge) 8/14/2007 5/1/07 -- 8/13/07

H6414 Cars Sarge Vehicle 8/14/2007 5/1/07 -- 8/13/07

H5705 Geotrax Rail and Road System Freightway Transport (Engine) 9/4/2007 9/1/06 -- 9/17/07

K3013 Geotrax Rail and Road System Special Track Pack (Engine) 9/4/2007 9/1/06 -- 9/17/07

J9485 Barbie® Dream Puppy House™ Playset (Puppy) 9/4/2007 9/1/06 -- 9/17/07

J9486 Barbie® Dream Kitty Condo™ Playset (Kitty) 9/4/2007 9/1/06 -- 9/17/07

K8606 Barbie® Table & Chairs (Puppy, Food) 9/4/2007 9/1/06 -- 9/17/07

K8607 Barbie® Bathtub & Toilet Bathroom Playset (Kitty) 9/4/2007 9/1/06 -- 9/17/07

K8608 Barbie® Futon & Table Living Room Playset (Kitty, Purse) 9/4/2007 9/1/06 -- 9/17/07

|


K8609 Barbie® Desk & Chair Bedroom Playset (Kitty or Puppy) 9/4/2007 9/1/06 -- 9/17/07

K8613 Barbie® Couch & Table Living Room Playset (Purse) 9/4/2007 9/1/06 -- 9/17/07

K3413 Go Diego Go Animal Rescue Boat (Boat) 10/25/2007 6/1/07 -- 11/28/07

J9472 Barbie® Doll & Tanner™ (Blue Scooper) 8/14/07 Prior to 8/28/07


J2526 Fisher Price Medical K i t Restage (red blood pressure cuff) Prior to 11/07

|

EXHIBIT “B”

THIS NOTICE HAS BEEN AUTHORIZED BY THE ONTARIO SUPERIOR COURT OF JUSTICE, THE BRITISH COLUMBIA SUPREME COURT AND THE SUPERIOR COURT OF QUEBEC

NOTICE OF CERTIFICATION AND SETTLEMENT APPROVAL HEARINGS IN THE MATTER OF THE MATTEL/FISHER-PRICE 2006/2007 TOY RECALL CLASS ACTIONS

If you or your child purchased or received as a gift a new Mattel or Fisher-Price toy in 2007or earlier, your rights could be affected by a settlement reached in the litigation.

A Settlement has been reached in class proceeding lawsuits against the Defendants, Mattel, Inc., Mattel Canada Inc. and Fisher-Price Inc., in Ontario (Court File no. CV-07-00003100 CP, in Brampton), British Columbia (Court File no. 07 38/4, in Victoria), and Quebec (Court File no. 06-000527-107, in Montreal). The lawsuits claim that the Defendants were negligent in designing, manufacturing, marketing and selling toys with excessive levels of lead, and others with small magnets that could become loose. The Settlement provides for the payment of “Settlement Benefits” to members of the “Settlement Class” who submit a “Claim”. The Settlement Class consists of all persons in Canada who purchased or acquired (including by gift) a toy subject to a Mattel recall announced on November 21, 2006, August 2, 2007, August 14, 2007, September 4, 2007, or October 25, 2007 (the “Recalled Toys”). The Settlement Benefits include compensation in the form of a cheque or voucher to Settlement Class members for Recalled Toys purchased or acquired, and reimbursement to members of the Settlement Class for out-of-pocket costs for lead testing of a child as a result of his/her exposure to a Recalled Toy within 6 weeks of the Recall announcement. The Settlement further provides for a charitable donation of $25,000 by Mattel for the benefit of certain Canadian children’s hospitals, and the payment of legal fees and disbursements to Class Counsel of up to $350,000. The Settlement is a compromise of disputed claims. The Defendants do not admit liability. The terms of the Settlement, including a detailed list of the product names and numbers of the Recalled Toys and details of the Settlement Benefits available to Settlement Class members and the process for submitting Claims, are contained in the Settlement Agreement entered into by the Defendants and the Plaintiffs in the class proceeding lawsuits, which can be viewed online at www.mattelsettlement.ca or can be obtained from Class Counsel. This notice contains only a summary of the Settlement and Settlement Class members are encouraged to review the complete Settlement Agreement and other information available at www.mattelsettlement.ca.The proposed Settlement is subject to approval by the Courts. Motions to approve the Settlement will be heard by the Ontario Superior Court of Justice in the City of Brampton on at a.m., the British Columbia Supreme Court in the City of Victoria on at a.m., and the Superior Court of Quebec in the City of Montreal on at a.m. At these hearings, the Ontario, British Columbia and Quebec Courts will determine whether the Settlement Agreement is fair, reasonable, and in the best interests of the Settlement Class members. Settlement Class members who do not oppose the proposed Settlement need not appear at the settlement approval hearings or take any other action at this time to indicate their desire to participate in the Settlement. Settlement Class members are entitled to appear and make submissions at the settlement approval hearings. If you wish to comment on or make an objection to the Settlement, a written submission must be delivered to Class Counsel at the address listed below by [10 days before Ontario hearing date]. Class Counsel will forward all such submissions to the appropriate Court. All filed written submissions will be considered by the appropriate Court. If you do not file a written submission by the relevant deadline, you may not be entitled to participate, through oral submissions or otherwise, in the settlement approval hearings. The law firm Merchant Law Group LLP (“Class Counsel”) represents the Plaintiffs and the members Settlement Class. Merchant Law Group LLP can be reached toll free at 1-888-567-7777, online at www.merchantlaw.com, by email at [email protected], or by regular mail at 100 - 2401 Saskatchewan Drive (Saskatchewan Drive Plaza) Regina, Saskatchewan, S4P 4H8, Attention: Nicholas Robinson. If you have questions that are not answered online at www.mattelsettlement.ca, please contact Class Counsel.

Inquiries should not be directed to the Courts.Pour obtenir une copie de cet avis ou tout autre information relativement à ce réglement en français, veuillez

s'il vous plait consulter le site internet suivant: www.mattelsettlement.ca

www.mattelsettlement.ca


www.merchantlaw.com



http://www.mattelsettlement.ca/


http://www.merchantlaw.com/



EXHIBIT “C”

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HEARING NOTICE DISSEMINATION PLAN NOTICE OF HEARING IN THE MATTER OF THE

MATTEL/FISHER-PRICE 2006/2007 TOY RECALL CLASS ACTION LITIGATION

The Hearing Notice shall be distributed in the following manner:

1) Published once, in each of the following newspapers, in either English or French, as is appropriate for

each newspaper, subject to each having reasonable publication deadlines and costs, at least 30 days

prior to the hearing of the Ontario Approval Motion:

a) The Globe and Mail, national edition

b) National Post, national edition

c) Montreal La Presse

d) Montreal The Gazette

e) The Vancouver Sun

2) Posted in English and French for viewing, downloading or printing on Class Counsel’s website: www.merchantlaw.com

3) Posted in English and French for viewing, downloading or printing on www.mattelsettlement.ca

4) Provided by Class Counsel in English or French to any person who requests it

www.

www.m



EXHIBIT “D”

NOTICE OF CERTIFICATION AND SETTLEMENT APPROVAL IN THE MATTER OF THE MATTEL/FISHER-PRICE 2006-2007 TOY RECALL CLASS ACTIONSIf you or your child purchased or received as a gift a new Mattel or Fisher-Price toy in 2007 or earlier, your rights

could be affected by a class action settlement.

Class Action Certification and Settlement ApprovalClass action lawsuits were commenced in different Canadian provinces against the Defendants, Mattel, Inc., Mattel Canada Inc. and Fisher-Price, Inc., claiming that the Defendants were negligent in designing, manufacturing, marketing and selling toys with excessive levels of lead, and others with small magnets that could become loose. A Settlement Agreement has been reached in these class action lawsuits. Superior Courts in Ontario, British Columbia and Quebec have approved the Settlement Agreement and certified the class actions for settlement purposes. Settlement BenefitsThe Settlement provides for the payment of “Settlement Benefits” to members of the “Settlement Class” who submit a Claim. The Settlement Class consists of all persons in Canada who purchased or acquired (including by gift) a toy subject to a Mattel/Fisher-Price recall announced on November 21, 2006, August 2, 2007, August 14, 2007, September 4, 2007, or October 25, 2007 (the “Recalled Toys”). The Settlement Benefits include compensation in the form of a cheque or voucher to Settlement Class members for Recalled Toys purchased or acquired, and reimbursement to members of the Settlement Class for out-of-pocket costs for lead testing of a child as a result of his/her exposure to a Recalled Toy within 6 weeks of the Recall announcement. The Settlement further provides for a charitable donation of $25,000 by Mattel for the benefit of certain Canadian children’s hospitals, and the payment of legal fees and disbursements to Class Counsel of up to $350,000. The Settlement represents a resolution of disputed claims. The Defendants do not admit any wrongdoing or liability. If you think you may be a member of the Settlement Class you should immediately review the full Long-Form Settlement Notice to ensure you understand your legal rights. A copy of the Long-Form Settlement Notice can be obtained online at www.mattelsettlement.ca, by calling 1-888-216-3252, or from Class Counsel at the address listed below. Submitting a Claim: As a Settlement Class Member, you may be entitled to different Settlement Benefits depending on what Recalled Toy(s) you purchased or received, whether you participated in Mattel’s Recalls, whether you still have the Recalled Toy and mail it in, whether you still have a Proof of Purchase and submit it, and whether you had your child’s lead level tested as a result of a Recall announcement. Full details of the Claims process and the available Settlement Benefits, including a complete list of the Recalled Toys, are contained in the Long-Form Settlement Notice and other information that can be obtained online at www.mattelsettlement.ca, by calling 1-888-216-3252, or from Class Counsel at the address listed below. Opting Out: If you do not wish to participate in the Settlement, you can exclude yourself from the class actions by filing a written request to opt-out. If you opt-out, you will not be eligible to claim any Settlement Benefits nor to participate in the Settlement in any way. The written request to opt-out must include: (a) your full name, address, and telephone number; (b) all information in your possession identifying the Recalled Toys you purchased or acquired; and (c) a request to be excluded from the Settlement Proceedings, and must be sent to the following address, and received or postmarked no later than [OPT OUT DEADLINE]: [insert Gilardi Canadian address]. Quebec class members must also send the written request to the following address: Clerk of the Superior Court of Québec, 300, Boulevard Jean Lesage, Room 1.24, Québec, QC G1K 8K6, Court File No: 200-06-00082-076.Class CounselThe law firm of Merchant Law Group LLP represents the Settlement Class Members in all provinces. Merchant Law Group LLP can be reached by telephone (toll free)at 1-888-567-7777, by e-mail at nrobinson@ merchantlaw.com, on the Web at www.merchantlaw.com, or by mail at 100 - 2401 Saskatchewan Drive (Saskatchewan Drive Plaza) Regina, Saskatchewan, S4P 4H8, Attention: Nicholas Robinson.Class Counsel’s legal fees and disbursements [have been / must be] approved by the Courts. Class Counsel [is entitled to / is seeking] legal fees and disbursements, inclusive of taxes, in the total amount of [$350,000]. Pursuant to the Settlement Agreement, these fees and disbursements [, if approved by the Court,] will be paid by Mattel.

Questions? Call 1-888-216-3252 toll free or visit www.mattelsettlement.caPour obtenir une copie de cet avis ou tout autre information relativement à ce réglement en français, veuillez s'il vous

plait consulter le site internet suivant: www.mattelsettlement.ca ou téléphoner au 1-888-216-3252


www.matte

www.

www.








LONG-FORM SETTLEMENT NOTICE

Questions? Call 1-888-216-3252 toll free or visit www.mattelsettlement.ca

EXHIBIT “E”


LONG-FORM SETTLEMENT NOTICE


NOTICE OF CERTIFICATION AND SETTLEMENT APPROVAL

IN THE MATTER OF THE

2006-2007 MATTEL/FISHER-PRICE TOY RECALL CLASS ACTION LITIGATION

TO: All Persons in Canada who purchased or acquired (including by gift) a new Mattel or Fisher-Price toy that was subject to a 2006 or 2007 recall of toy products by Mattel and/or Fisher-Price in Canada.

PLEASE READ THIS NOTICE CAREFULLY AS IT MAY AFFECT YOUR LEGAL RIGHTS

1. THE PURPOSE OF THIS NOTICEClass proceeding lawsuits have been commenced in Ontario (Wiggins et al. v. Mattel Canada Inc. et al., Court File no. CV-07-00003100 CP, in Brampton), British Columbia (Trainor v. Fisher-Price Inc. et al., Court File no. 07 38/4, in Victoria), and Quebec (Price v. Mattel Canada Inc. et al., Court File no. 06-000527-107, in Montreal) (the “Settlement Proceedings”) against the Defendants Mattel, Inc., Mattel Canada Inc. and Fisher-Price, Inc. alleging that these companies were negligent in designing, manufacturing, marketing and selling certain toys that were recalled or withdrawn from the market in 2006 and 2007 due to excessive levels lead or small magnets that could become loose (the “Recalled Toys”).

A Settlement Agreement has been reached with the Defendants in respect of the Settlement Proceedings. The Settlement Proceedings were certified for settlement purposes and the Settlement Agreement approved by the Courts in Ontario on , in Quebec on and in British Columbia on .

As described below, under the terms of the Settlement Agreement, the Defendants have agreed, in exchange for a full release of claims against them relating to the claims made in the lawsuits, to pay certain “Settlement Benefits” to members of the “Settlement Classes”. The Settlement Benefits include compensation to persons in Canada who purchased or received as a gift a new Mattel or Fisher-Price Recalled Toy, and who submit a “Claim” pursuant to the Settlement Agreement. Parents and guardians who had their child’s lead level tested within 6 weeks after the recall announcements of the Recalled Toy(s) to which their child was exposed may also receive reimbursement of their out-of-pocket costs for one test per child. The Settlement represents a resolution of disputed claims. The Defendants do not admit any wrongdoing or liability.This notice is to advise you, as a member of a Settlement Class, of the Settlement Agreement and to inform you of your rights under the Settlement Agreement, including rights you may have to submit a Claim and to receive Settlement Benefits. You will be bound by the terms of the Settlement Agreement unless you exclude yourself by opting out of the litigation. Opting out is explained below.

Pour obtenir une copie de cet avis ou tout autre information relativement à ce réglement en français, veuillez s'il vous plait consulter le site internet suivant: www.mattelsettlement.ca

ou téléphoner au 1-888-216-3252


www.


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2. THE SETTLEMENT CLASSESIn order to participate in the Settlement you must be a member of a Settlement Class. If you are a member of a Settlement Class you will be bound by the terms of the Settlement unless you opt out of the litigation (as described in Section 5 of this Notice). You are a member of a Settlement Class if you fall within the following Settlement Class definition:

all Persons in Canada, except Excluded Persons, who:



“Person” means any adult individual or minor child or any corporation, trust, partnership, limited liability company or other legal entity.

“Excluded Persons” means:(i) all Persons who purchased or acquired Recalled Toy(s) for resale; and

(ii) all Defendants and their affiliated entities, legal representatives, successors and assigns.

“Recalled Toy(s)” means those toy products made by or for Mattel, that were subject to the November 21, 2006, August 2, 2007, August 14, 2007, September 4, 2007, or October 25, 2007 recalls of toy products by Mattel, as well as certain toy blood pressure monitor cuffs withdrawn from sale in December 2007 (the “Recalls”). The Recalled Toys are listed on “Exhibit A” to this Notice. “Mattel” includes Mattel, Inc. and all of its direct and indirect subsidiaries, including Fisher-Price, Inc. and Mattel Canada Inc.“Defendants” 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.

The Settlement approved by the Courts creates three Settlement Classes, one for each of the each of the three Settlement Proceedings. Each Settlement Class falls under the jurisdiction of one of the Courts.

If you fall within the Settlement Class definition above and you are a resident of British Columbia then you are a member of the BC Settlement Class in the BC Proceeding under the jurisdiction of the Supreme Court of British Columbia. If you fall within the Settlement Class definition above, you are a resident of Quebec and you are not a company, partnership or association with more than 50 employees, then you are a member of the Quebec Settlement Class in the Quebec Proceeding under the jurisdiction of the Quebec Superior Court.


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If you fall within the Settlement Class definition above and you are not a member of the British Columbia Settlement Class or the Quebec Settlement Class then you are a member of the Ontario Settlement Class in the Ontario Proceeding under the jurisdiction of the Ontario Superior Court of Justice. PLEASE NOTE: If you fall within the Settlement Class definition and you are a resident of Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Nunavut or Yukon, then you are a member of the Ontario Settlement Class. The Ontario Settlement Class also includes Quebec resident companies, partnerships or associations that fall within the Settlement Class definition and have more than 50 employees.The Settlement applies equally to all three Settlement Classes. Members of all three Settlement Classes are eligible for the same Settlement Benefits, are subject to the same Claims process and are subject to the same Releases under the Settlement Agreement. However, please note that pursuant to the laws in the province of Quebec, certain Settlement Benefits payable to Quebec Settlement Class Members are subject to a 2% deduction, as described in Section H of this Notice.

3. SETTLEMENT BENEFITSYou may be entitled to different benefits depending on what Recalled Toy(s) you purchased or received, whether you participated in Mattel’s Recalls, whether you still have the Recalled Toy and mail it in, whether you still have a Proof of Purchase and submit it, and whether you had your child’s lead level tested as a result of exposure to a Recalled Toy.

A. If You Returned Recalled Toy(s) Pursuant to a Mattel Recall Program: If you returned a Recalled Toy(s) or a part of a Recalled Toy to Mattel in one of the Recalls prior to [NOTICE DATE], and have already received a voucher or replacement parts from Mattel, you will automatically receive a cheque from Mattel for: (1) half the total amount of the voucher(s) that you previously received from Mattel; or (2) $10.00, whichever is more. You do NOT have to file a Claim Form to receive relief under this Section A. The Claims Administrator has a record of your name and your address at the time you were sent the voucher(s) and/or replacement part(s). After [CLAIMS DEADLINE], a cheque will automatically be sent to you at the address where you lived when your voucher(s) and/or replacement part(s) were sent. If you have moved since then, please provide your current address to the Claims Administrator online at www.mattelsettlement.ca, by calling 1-888-216-3252, or by writing to the Claims Administrator at Gilardi & Co. LLC, [Insert Gilardi Canadian address].

B. If You Still Have Recalled Toy(s): If you still have one or more Recalled Toys (other than the toys listed in Section E below), and you return the Recalled Toy(s) along with a timely Claim Form, you can choose between receiving a cheque or a Voucher for Mattel products in the full amount of the Recall Price(s) for the returned Recalled Toys, which will be sent to you after [CLAIMS DEADLINE]. On and after [NOTICE DATE], you can obtain pre-addressed, prepaid shipping labels for returning Recalled Toys at no cost to you at www.mattelsettlement.ca, or by calling 1-888-216-3252, or by writing to the Claims Administrator at Gilardi & Co., LLC, [Canadian Address].


www.m




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You may also return the Recalled Toy(s) and a completed Claim Form at your own cost, to Gilardi & Co., LLC, [Canadian Address].

C. If You Have Proof of Purchase of Recalled Toy(s) but Discarded or Destroyed the Toy(s):

If you previously purchased one or more new Recalled Toys but discarded or destroyed them as a result of the announcements of the Recalls, other than those Recalled Toys listed in Section E below, you may receive a cheque or a Voucher for those toys by submitting: (1) a timely Claim Form certifying that you discarded or destroyed the Recalled Toys (not merely transferred ownership to another Person) as a result of the announcements of the Recalls and when the Recalled Toy(s) were destroyed or discarded; and (2) a document from a commercial source (for example, a retailer or financial institution) showing the purchase of a Recalled Toy and the date of the purchase. Such documents may include, for example, a receipt from a store, a purchase history from a retailer, a credit card statement, or email confirmation, but must be sufficient to show that a Recalled Toy was purchased, the date of purchase, and the amount paid. If your submission meets these criteria, you may elect to receive either a cheque or a Voucher for the total amount paid for all the Recalled Toys, to be sent to you after [CLAIMS DEADLINE].

D. If You Discarded or Destroyed the Recalled Toys and Have No Proof of Purchase:

If you do not have Proof of Purchase of the Recalled Toy(s) (other than toys listed in Section E below) and no longer have the Recalled Toy(s) because you discarded or destroyed it as a result of the Recall announcements, you may receive a Voucher for up to three Recalled Toys if you submit a timely Claim Form certifying that you purchased or acquired the Recalled Toy(s), the date(s) of purchase or acquisition, that you discarded or destroyed it as a result of the announcement(s) of the Recall(s), and the date(s) you discarded or destroyed them. If your submission meets these criteria, you will receive a Voucher for Mattel products in the total amount of the Recall Price(s) for up to three (3) Recalled Toys per Person and/or address after [CLAIMS DEADLINE]. Under the Settlement, Mattel will issue Vouchers for up to a total of $1 million to the Settlement Class under this Section. If the Settlement Class, as a group, seeks more than this amount, Mattel is allowed under the Settlement to reduce the value of the Vouchers pro rata so that they total only $1 million.

E. If You Bought or Acquired One of the Recalled Toys Listed in This Section, But You No Longer Have the Recalled Toy(s):

You may receive a cheque as detailed below if you purchased or acquired any of the following Recalled Toys (with the affected part listed in parentheses) but did not return them to Mattel pursuant to the Recalls:

H5705 GeoTrax Rail & Road System Freightway Transport, date coded 2126-2327 (Engine)

K8606 Barbie Table & Chairs, date coded 2866-2327 (Food, Dog)


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K8608 Barbie Futon & Table Living Room Playset, date coded 2866-2327 (Cat)

K8609 Barbie Desk & Chair Bedroom Playset, date coded 2866-2327 (Dog)

J9485 Barbie Dream Puppy House Playset, date coded 2866-2327 (Dog)

J9486 Barbie Dream Kitty Condo Playset, date coded 2866-2327 (Cat)

K8607 Barbie Bathtub & Toilet Bathroom Playset, date coded 2866-2327 (Cat)

K8613 Barbie Couch & Table Living Room Playset, date coded 2866-2327 (Cat, Purse)

K3013 GeoTrax Rail & Road System Special Track Pack, date coded 2126-2327 (Engine)

J9472 Barbie Doll & Tanner, containing a silver-tipped, blue pooper scooper (Scooper)

J9560 Barbie Doll & Tanner, containing a silver-tipped, blue pooper scooper (Scooper)

J2526 Fisher-Price Medical Kit, containing a red blood pressure monitor cuff (Blood Pressure Monitor Cuff)

If you submit a timely, fully completed Claim Form with either Proof of Purchase or a certification that you bought or acquired one of the above listed Recalled Toys, you will receive a cheque in the amount of $4.00 per Recalled Toy. For Claims submitted without the Recalled Toys or Proof of Purchase, there is a limit of three (3) Recalled Toys (for $12.00 total) per Person and/or address, which will be sent to you after [CLAIMS DEADLINE].

IMPORTANT NOTE: If you had Recalled Toys which can be claimed under Section D and had Recalled Toys which can be claimed under Section E, your recovery is limited. You may not submit Claims for Recalled Toys under both Sections D and E if you do not have the Recalled Toy(s) or Proof(s) of Purchase anymore. If this is the case, you must choose to submit a claim under either Section D (limited to three (3) Recalled Toys) or Section E (blood pressure cuffs and other listed Recalled Toys), but not both. However, if you still have a Recalled Toy listed under Section E, you may return the affected parts for a replacement part(s) as explained below.

F. If You Bought or Acquired a Recalled Toy(s) Listed in Section “E” and Still Have the Toy(s) or the Recalled Toy Part Listed:

If you return one or more affected parts from the Recalled Toys listed above under section “E” with a timely Claim Form, you will receive a cheque in the amount of $4.00 per returned Recalled Toy with a limit of three (3) Recalled Toys (for $12.00 total) per Person and/or address, which will be sent to you after [CLAIMS DEADLINE]. You will also be entitled to free replacement part(s) if available in Mattel’s inventory.


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G. If You Had Your Child Tested for Lead, You May Seek Reimbursement for the Cost of the Testing:

If you had your child’s lead level tested because he/she was exposed to a Recalled Toy(s) and the test took place within six (6) weeks after the announcement of the Recall of the Recalled Toy(s) to which the child was exposed, you may seek reimbursement for your out-of-pocket, unreimbursed costs if you submit a Claim Form certifying that you tested your child for that reason, and include the following information:

1) Your name, mailing address, telephone number, and e-mail address (if you have one);

2) Name, gender, age, and address of each child tested;

3) Affirmation that you are the parent or guardian of each child who was tested; 4) The Recalled Toy(s) to which each child was exposed and, as to each:

(a) The date it was purchased or acquired; (b) The date(s) during which the child was exposed;

5) The date(s) on which the lead test was performed; 6) The name of the medical service provider who performed the lead test;

7) The total cost of the lead test paid by you that was not covered by provincial health insurance; and

8) The amount of reimbursement from private health insurance or any other source that you received.

You must submit documents showing the costs that you incurred and any reimbursement that you received. Any information that you submit will be kept confidential by the ClaimsAdministrator, and the documents you provide will be destroyed within a week after the Claims are paid to you and other Settlement Class Members.

Under the Settlement, Mattel is not obligated to pay more than a total of $60,000 for all testing reimbursements. If Settlement Class Members file Claims for more than $60,000 in testing reimbursements, Mattel may reduce all the payments pro rata so that they total only $60,000. All Claims for reimbursement paid under this Section will be paid by cheque.

H. FARC DEDUCTION FOR QUEBEC SETTLEMENT CLASS MEMBERS The laws of the Province of Quebec require that 2% of any monetary amount payable to Quebec Settlement Class Members under the Settlement be paid instead to “Le fonds d'aide aux recours collectives” (“FARC”), a fund administered by the province of Quebec that provides financial assistance to class action plaintiffs. As a result, cheques paid to Quebec Settlement Class Members under the Settlement will be subject to a 2% deduction. The 2% deducted from each cheque will be remitted to FARC by the Claims Administrator. This 2% FARC deduction applies only to cheques payable to Quebec Settlement Class Members under the Settlement. The 2% FARC deduction does not apply to Vouchers received under the Settlement and does not apply to the Claims of Ontario Settlement Class Members or BC Settlement Class Members. Quebec Settlement Class Members who would like more information regarding FARC can visit FARC’s website at www.farc.justice.gouv.qc.ca.


http://www.farc.justice.gouv.qc.ca/

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4. HOW TO SUBMIT A CLAIMIf you returned a Recalled Toy(s) to Mattel in one of the Recalls prior to [NOTICE DATE], you do NOT have to submit a Claim Form for the Recalled Toy(s). To receive Settlement Benefits for any other Recalled Toy(s) you must either (1) submit a Claim online at www.mattelsettlement.ca by [CLAIMS DEADLINE] and follow all the instructions and submit all the requested paperwork about your Claim, so that your Claim will be approved, or (2) fully fill out the Claim Form attached to this Notice and send a copy by mail, private courier, facsimile, or as an e-mail attachment to the Claims Administrator by [CLAIMS DEADLINE]. Please be careful to read and follow all the instructions on the Claim Form, and submit all the requested paperwork about your Claim, so that your Claim will be approved. You do not need to submit a Claim for any Recalled Toys that you have already returned as part of Mattel’s Recall programs.

Copies of the Claim Forms, together with instructions, are attached to this Notice as “Exhibit B.” Additional copies are available for downloading or printing at www.mattelsettlement.ca, calling 1-888-216-3252 or by writing to the Claims Administrator at Gilardi & Co., LLC, [Canadian address]. The Claim Form must be signed by you, either by hand or, if you submit it online, electronically. Please note that knowingly submitting a false Claim could constitute criminal fraud or contempt of Court.

If you choose to receive a Voucher instead of a cheque, the Voucher may be used to purchase Mattel or Fisher-Price products within one year of the date it is issued. The Voucher will be issued in your name, but it may be used by another Person without endorsement. Lost or stolen Vouchers will not be replaced or reissued.

The Claims Administrator, who reports to the Courts and not to any of the Parties, has the authority to accept or reject your Claim according to the terms and conditions set forth in the Settlement Agreement. The Claims Administrator may contact you to validate and verify your Claims. By filing a Claim, you are consenting to the jurisdiction of the Court responsible for the Settlement Class of which you are a member to resolve any disputes about your Claim.Submit only Recalled Toy(s) or parts of Recalled Toy(s), which are part of this Settlement. Toys incorrectly identified by you as being part of this Settlement and sent to the Claims Administrator will not be returned. If you send a Recalled Toy or any other toy to the Claims Administrator, it becomes the property of Mattel. Mattel is not obligated to keep any of the returned Recalled Toys, and may discard or destroy any Recalled Toys returned by Class Members or by consumers in the Recalls once the Settlement becomes effective. Settlement Class Members will be deemed to have waived and released any claims relating to the disposal or destruction of toys by Mattel pursuant to the Courts’ orders or the Settlement.No Claims will be paid until after the Claims Deadline on , 2011. Given the anticipated volume of Claims, it is expected that it will take [two to three months] from the Claims Deadline to process all Claims and mail out the cheques and Vouchers. Please be patient.

5. OPTING OUT

You will be bound by the terms of the Settlement Agreement (including the Release described in Section 6 of this Notice) unless you “opt-out” of the Settlement Proceedings. If you opt-out of the Settlement Proceedings, you will not be entitled to receive any of the Settlement Benefits


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described in Section 2 of this Notice, nor will you be entitled to participate in this Settlement in any way.

To opt-out, you must submit a written request to be excluded from the Settlement Proceedings. Your written request must be personally signed by you and must include the following information:

(a) your full name, address, and telephone number;

(b) all information in your possession identifying the Recalled Toys you purchased or acquired;

(c) the Settlement Class that you are a member of (Ontario, Quebec or BC -please refer to Section 2 of this Notice for a full description of the Settlement Classes); and

(d) a request to be excluded from the Settlement Proceedings.

Written requests to opt-out must be sent to the following address, received or postmarked no later than [OPT OUT DEADLINE]:

[Insert Gilardi Canadian address]

Members of the Quebec Settlement Class who wish to opt out must also send the written request to be excluded to the following address: Clerk of the Superior Court of Québec, 300, Boulevard Jean Lesage, Room 1.24, Québec, QC G1K 8K6, Court File No: 200-06-00082-076. This written request should also clearly reference the Quebec Proceeding: Price v. Mattel Canada Inc. et al.,Court File no. 06-000527-107, in the Quebec Superior Court in Montreal.

No further right to opt-out of the Settlement Proceedings will be provided.

6. RELEASEAll members of a Settlement Class who do not opt out of the Settlement Proceedings will be deemed to release Mattel, Fisher-Price, and any other “Releasee” (as defined in the Settlement Agreement) of any liability for “Released Claims” (as defined in the Settlement Agreement) relating to the Recalled Toys. However, no individual personal injury claim relating to a Recalled Toy is released under the Settlement.

Accordingly, if you do not opt-out, you will not be able to bring or maintain any other claim or legal proceeding in respect of any allegations asserted in the Settlement Proceedings, includingany claims relating to Recalled Toys, other than claims for personal injury.


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7. CLASS COUNSELThe law firm of Merchant Law Group LLP represents the Settlement Class Members in all provinces. Merchant Law Group LLP can be reached at:Telephone (toll free): 1-888-567-7777Email: @ merchantlaw.comWebsite: www.merchantlaw.comMail: 100 - 2401 Saskatchewan Drive (Saskatchewan Drive Plaza) Regina, Saskatchewan, S4P 4H8, Attention:

Class Counsel legal fees and disbursements [have been / must be] approved by the Courts. Class Counsel [is entitled to / is seeking] legal fees and disbursements, inclusive of taxes, in the total amount of [$350,000]. Pursuant to the Settlement Agreement, these fees and disbursements [if approved by the Court] will be paid by Mattel.

8. QUESTIONS ABOUT THE SETTLEMENT

This notice contains only a summary of the Settlement Agreement. Settlement Class Members are encouraged to review the complete Settlement Agreement. A copy of the Settlement Agreement can be obtained free of ch a r g e at www.merchantlaw.com and at www.mattelsettlement.ca. A copy of the Settlement Agreement can also be mailed to you at a cost of $10, which represents the cost of photocopying and mailing. If you would like a copy of the Settlement Agreement or have questions that are not answered online, please call the Claims Administrator at 1-888-216-3252 or contact Class Counsel. INQUIRIES SHOULD NOT BE DIRECTED TO THE COURTS.

Updates and copies of important court filings will be posted online at www.mattelsettlement.ca.

9. INTERPRETATION

This notice contains a summary of some of the terms of the Settlement Agreement. If there is a conflict between the provisions of this notice and the Settlement Agreement, including the Exhibits to the Settlement Agreement, the terms of the Settlement Agreement shall prevail.





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EXHIBIT “A”

LIST OF RECALLED TOYS

RECALLED TOYS ARE DEFINED BY SKU# , DESCRIPTION AND RECALL DATE(Further details, including photographs of the Recalled Toys, can be found at

www.mattelsettlement.ca)


39054 Sesame Street Shape Sorter 8/2/2007 5/1/07 -- 8/16/07

B9620 Dora's Talking House 8/2/2007 5/1/07 -- 8/16/07

C6908 Dora, Backpack, Perrito Figure Pack 8/2/2007 5/1/07 -- 8/16/07

C6909 Diego Figure Pack 8/2/2007 5/1/07 -- 8/16/07C6910 Swiper Figure Pack 8/2/2007 5/1/07 -- 8/16/07C6911 Boots, Tico Figure Pack 8/2/2007 5/1/07 -- 8/16/07

G3825 Dora Talking Vamonos Van 8/2/2007 5/1/07 -- 8/16/07

H3343 Cousin Daisy 8/2/2007 5/1/07 -- 8/16/07

H3344 Birthday Dora 8/2/2007 5/1/07 -- 8/16/07

H4187 Dora Figures in Tube 8/2/2007 5/1/07 -- 8/16/07

H4649 Fairytale Castle 8/2/2007 5/1/07 -- 8/16/07

H4650 Let’s Go Rescue Center 8/2/2007 5/1/07 -- 8/16/07

H6859 Dora’s Talking House – French 8/2/2007 5/1/07 -- 8/16/07

H9124 Chef Dora 8/2/2007 5/1/07 -- 8/16/07

H9125 Bedtime Dora 8/2/2007 5/1/07 -- 8/16/07

H9203 Sesame Street Sing & Giggle Tool Bench 8/2/2007 5/1/07 -- 8/16/07

J0338 Diego Talking Field Journal 8/2/2007 5/1/07 -- 8/16/07

J0343 Go Diego Go Anartic Rescue 8/2/2007 5/1/07 -- 8/16/07

J0344 Go Diego Go Deep Sea Rescue 8/2/2007 5/1/07 -- 8/16/07

J0345 Go Diego Go Mountain Rescue 8/2/2007 5/1/07 -- 8/16/07

J0346 Go Diego Go Talking Rescue 4 x 4 8/2/2007 5/1/07 -- 8/16/07


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J1136 Dora Talking Vamanos Van --French 8/2/2007 5/1/07 -- 8/16/07

J2248 Carnival 8/2/2007 5/1/07 -- 8/16/07

J9451 Diego Talking Rescue 4x4 8/2/2007 5/1/07 -- 8/16/07

K0617 Twins 8/2/2007 5/1/07 -- 8/16/07




K3571 Go Diego Go Mobile Rescue Unit 8/2/2007 5/1/07 -- 8/16/07

K4139 Go Diego Go Dinosaur Rescue 8/2/2007 5/1/07 -- 8/16/07

K4140 Toucan Motorcycle Rescue 8/2/2007 5/1/07 -- 8/16/07


L5342 Diego Mobile Rescue Unit 8/2/2007 5/1/07 -- 8/16/07

M0351 Dora Figures- Dora and Kitty 8/2/2007 5/1/07 -- 8/16/07

M0352 Dora Figures- Diego and Bear 8/2/2007 5/1/07 -- 8/16/07

J4142 One Piece™ Triple Slash™ Zolo Roronoa™ 8/14/2007 Prior to 8/28/07

J1944 The Batman™ Magna Battle Armor™ Batman™ Figure 8/14/2007 Prior to 8/28/07

J1946 The Batman™ Magna Fight Wing™ Batman™ Figure 8/14/2007 Prior to 8/28/07

J5115 The Batman™ Magna Flying Fox™ Batman™ Figure 8/14/2007 Prior to 8/28/07

J5114 The Batman™ Magna Secret I.D.™ Batman™ Figure 8/14/2007 Prior to 8/28/07

G4457 Doggie Daycare™ Dreamhouse Nursery With Honey™ Playset 8/14/2007 Prior to 8/28/07

G4458 Doggie Daycare™ Bathtime With Beau™ Playset 8/14/2007 Prior to 8/28/07

G4459 Doggie Daycare™ Snacktime With Cookie™ Playset 8/14/2007 Prior to 8/28/07

G4460 Doggie Daycare Diaper Change with Ginger™ Playset 8/14/2007 Prior to 8/28/07


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G4461 Doggie Daycare™ Lula™ and Baby Playset 8/14/2007 Prior to 8/28/07

G4462 Doggie Daycare™ Crockett™ and Baby Playset 8/14/2007 Prior to 8/28/07

G4464 Doggie Daycare™ Taffy™ and Baby Playset 8/14/2007 Prior to 8/28/07

G9703 Doggie Daycare™ Puppy Park With Dixie™ Playset 8/14/2007 Prior to 8/28/07

H1530 Doggie Daycare™ Icecream With Ranger™ Playset 8/14/2007 Prior to 8/28/07

H1532 Doggie Daycare™ CoCo™ and Baby Playset 8/14/2007 Prior to 8/28/07

H1533 Doggie Daycare™ Sparly™ and Baby Playset 8/14/2007 Prior to 8/28/07

55503 Polly Pocket!™ Fashion Polly® Happenin’ Pet Salon Playset 8/14/2007 Prior to 8/28/07

B2632 Polly Pocket!™ Polly Place™ Hangin' Out House™ Playset 11/20/06; 8/14/2007 Prior to 8/28/07

B3158 Polly Pocket!™ Polly Place™ Treetop Clubhouse™ Playset 11/20/06; 8/14/2007 Prior to 8/28/07

B3203 Polly Pocket!™ Lunchbox Café™ Playset 8/14/2007 Prior to 8/28/07


B3207 Polly Pocket!™ Lip Gloss Studio™ Playset 8/14/2007 Prior to 8/28/07

B3209 Polly Pocket!™ Glitter Boutique™ Playset 8/14/2007 Prior to 8/28/07

B3210 Polly Pocket!™ Polly Place™ Dip N' Dive™ Pool Playset 8/14/2007 Prior to 8/28/07

B3211 Polly Pocket!™ Polly Place™ Gameroom Garage™ Playset 8/14/2007 Prior to 8/28/07

B3396 Polly Pocket!™ Birthday Surprise 8/14/2007 Prior to 8/28/07

B7078 Polly Pocket!™ Dazzlin' Pet Show™ Divine Dogs™ 8/14/2007 Prior to 8/28/07

B7082 Polly Pocket!™ Dazzlin' Pet Show™ Magic Rabbits™ 8/14/2007 Prior to 8/28/07

B7118 Polly Pocket!™ Polly Place™ Totally Tiki Diner™ Playset 11/20/06; 8/14/2007 Prior to 8/28/07

B7124 Polly Pocket!™ Stretchy Hop & Shop Trolley 8/14/2007 Prior to 8/28/07

B7125 Polly Pocket!™ Polly Place™ Sweet Treats™ Playset 8/14/2007 Prior to 8/28/07

B7127 Polly Pocket!™ Mailbox Surprise™ Playset 8/14/2007 Prior to 8/28/07

B7129 Polly Pocket!™ Jewelry Box Bedroom™ Playset 8/14/2007 Prior to 8/28/07

B8478 Polly Pocket!™ Polly Place™ Party On The Go!™ Playset 8/14/2007 Prior to 8/28/07


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B9521 Polly Pocket!™ Spa Day™ Playset 8/14/2007 Prior to 8/28/07

B9522 Polly Pocket!™ Lunchbox Cafe™ Playset 8/14/2007 Prior to 8/28/07


B9525 Polly Pocket!™ Glitter Puff 8/14/2007 Prior to 8/28/07B9578 Polly Pocket!™ Spa Day™ Playset 8/14/2007 Prior to 8/28/07

B9929 Polly Pocket!™ Boutique On The Go ™ Playset 8/14/2007 Prior to 8/28/07

C0504 Polly Pocket!™ Mailbox Surprise™ Playset 8/14/2007 Prior to 8/28/07

C0505 Polly Pocket!™ Jewelry Box Bedroom™ Playset 8/14/2007 Prior to 8/28/07

C1341 Polly Pocket!™ Disco Lamp 8/14/2007 Prior to 8/28/07C1342 Polly Pocket!™ Disco Lamp 8/14/2007 Prior to 8/28/07

G8602 Polly Pocket!™ Mermaid Stars™ Playset 8/14/2007 Prior to 8/28/07

G8605 Polly Pocket!™ Quik-Clik™ Boutique 11/20/06; 8/14/2007 Prior to 8/28/07

G8612 Polly Pocket!™ Snow Cool™ Hotel Playset 8/14/2007 Prior to 8/28/07

G8614 Polly Pocket!™ Quik-Clik™ House Of Style™ Playset 8/14/2007 Prior to 8/28/07

G8615 Polly Pocket!™ Totally Bead-iful™ Jewelry Maker 8/14/2007 Prior to 8/28/07

H1537 Polly Pocket!™ Quik-Clik™ City Pretty™ Playset (Lila®) 11/20/06; 8/14/2007 Prior to 8/28/07

H1538 Polly Pocket!™ Quik-Clik™ Sporty Style™ Playset (Lea®) 11/20/06; 8/14/2007 Prior to 8/28/07

H1553 Polly Pocket!™ Quik-Clik™ Movie Time™ Playset (Lila®) 8/14/2007 Prior to 8/28/07

H1554 Polly Pocket!™ Quik-Clik™ Pool Party® Playset (Lila®) 8/14/2007 Prior to 8/28/07

J9966 Polly Pocket!™ Pollyworld™ Kerstie Fashions 8/14/2007 Prior to 8/28/07

H3211 Polly Pocket!™ Quik-Clik™ Totally Zen™ Playset (Shani®) 11/20/06; 8/14/2007 Prior to 8/28/07

J1659 Polly Pocket!™ Pollywood™ Limo-Scene™ Vehicle 8/14/2007 Prior to 8/28/07

J1661 Polly Pocket!™ Pollywood™ Dial-A-Style™ Lila® Doll 8/14/2007 Prior to 8/28/07

J1662 Polly Pocket!™ Pollywood™ Dial-A-Style™ Lea® Doll 8/14/2007 Prior to 8/28/07

J1670 Polly Pocket!™ Stickin’ 2 Style™ Doll 8/14/2007 Prior to 8/28/07

J1681 Polly Pocket!™ Pollyworld™ Rockin' Theme Park™ Playset 8/14/2007 Prior to 8/28/07


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J1687 Polly Pocket!™ Pollyworld™ Dress N’ Drive™ Lounge Playset 8/14/2007 Prior to 8/28/07

J1695Polly Pocket!™ Pollyworld™ Theme Park Party™ Quik Clik™ Doll and Fashions

8/14/2007 Prior to 8/28/07

J4169 Polly Pocket!™ Pollyworld™ Quik Clik™ Polly™ Doll 8/14/2007 Prior to 8/28/07

J4170 Polly Pocket!™ Pollyworld™ Quik Clik™ Crissy™ Doll 8/14/2007 Prior to 8/28/07

J4171 Polly Pocket!™ Pollyworld™ Quik Clik™ Lea™ Doll 8/14/2007 Prior to 8/28/07

J4172 Polly Pocket!™ Pollyworld™ Quik Clik™ Shani® doll 8/14/2007 Prior to 8/28/07

J9305 Polly Pocket!™ Pollyworld™ Costume Cart (Lea®) Playset 8/14/2007 Prior to 8/28/07

J9306 Polly Pocket!™ Pollyworld™ Gift Shop (Lila®) Playset 8/14/2007 Prior to 8/28/07

J9648 Polly Pocket!™ Twirl & Swirl™ Beauty Case 8/14/2007 Prior to 8/28/07

J9965 Polly Pocket!™ Pollyworld™ Dial-A Song Polly Fashions 8/14/2007 Prior to 8/28/07

K3460 Polly Pocket!™ Pollyworld™ Rockin' Tour Bus™ 8/14/2007 Prior to 8/28/07

L6294 Cars Movie Moments Fillmore and Sarge (Sarge) 8/14/2007 5/1/07 -- 8/13/07

L4051 Cars Radiator Springs Shopkeeper (Sarge) 8/14/2007 5/1/07 -- 8/13/07

H6414 Cars Sarge Vehicle 8/14/2007 5/1/07 -- 8/13/07

H5705 Geotrax Rail and Road System Freightway Transport (Engine) 9/4/2007 9/1/06 -- 9/17/07

K3013 Geotrax Rail and Road System Special Track Pack (Engine) 9/4/2007 9/1/06 -- 9/17/07

J9485 Barbie® Dream Puppy House™ Playset (Puppy) 9/4/2007 9/1/06 -- 9/17/07

J9486 Barbie® Dream Kitty Condo™ Playset (Kitty) 9/4/2007 9/1/06 -- 9/17/07

K8606 Barbie® Table & Chairs (Puppy, Food) 9/4/2007 9/1/06 -- 9/17/07

K8607 Barbie® Bathtub & Toilet Bathroom Playset (Kitty) 9/4/2007 9/1/06 -- 9/17/07


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K8608 Barbie® Futon & Table Living Room Playset (Kitty, Purse) 9/4/2007 9/1/06 -- 9/17/07

K8609 Barbie® Desk & Chair Bedroom Playset (Kitty or Puppy) 9/4/2007 9/1/06 -- 9/17/07

K8613 Barbie® Couch & Table Living Room Playset (Purse) 9/4/2007 9/1/06 -- 9/17/07

K3413 Go Diego Go Animal Rescue Boat (Boat) 10/25/2007 6/1/07 -- 11/28/07



J2526 Fisher Price Medical K i t Restage (red blood pressure cuff) Prior to 11/07


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EXHIBIT “B”

CLAIM FORM[To be added]


EXHIBIT “F”

SETTLEMENT NOTICE DISSEMINATION PLANNOTICE OF CERTIFICATION AND SETTLEMENT APPROVAL IN THE MATTER OF THE

MATTEL/FISHER-PRICE 2006/2007 TOY RECALL CLASS ACTION LITIGATION

Terms that are capitalized herein have the meanings attributed to them in the Settlement Agreement. The

Settlement Notice shall be distributed in the following manner:

Short-Form Settlement Notice:

1) Published once in the following newspapers, in either English or French, as is appropriate for each

newspaper: a) The Vancouver Sun;

b) The Province (Vancouver);

c) Calgary Herald;

d) Edmonton Journal;

e) The Star Phoenix (Saskatoon);

f) The Leader Post (Regina);

g) Winnipeg Free Press;

h) The Globe and Mail (National Edition);

i) The Toronto Star;

j) The National Post (National Edition);

k) The Montreal Gazette

l) La Presse (Montreal)

m) Le Journal de Montréal;

n) Le Soleil (Quebec);

o) The Telegraph-Journal (Saint John, New Brunswick);

p) The Chronicle Herald (Halifax);

q) The Guardian (Charlottetown);

r) The Telegram (St. John's, Newfoundland); and

s) Yukon News.

2) Published once in the national editions of the following magazines, in either English or French, as is appropriate for each magazine, assuming reasonable publication deadlines:

a) Today’s Parent;

b) Parents Canada;

c) Enfants Québec; and

d) Canadian Living.

Postcard Notice

1) Sent by direct mail to Persons in Canada who have provided a mailing address to Mattel by reason of their participation in the 2006 or 2007 Recalls or by reason of other contacts with Mattel’s Consumer Relations department and who have been identified by Mattel as Persons who might be members of a Settlement Class. The Postcard Notice shall be sent in French to addresses in Quebec and in English to addresses elsewhere in Canada. The direct mailing of the Postcard Notice shall occur within seven (7) days of the Notice Date.

2) Sent by electronic mail in English and French to Persons in Canada who have provided an e-mail address to Mattel by reason of their participation in the 2006 or 2007 Recalls or by reason of other contacts with Mattel’s Consumer Relations department and who have been identified by Mattel as Persons who might be members of a Settlement Class.

Long-Form Settlement Notice: 1) Posted in English and French for viewing, downloading or printing on Class Counsel’s website,

www.merchantlaw.com.

2) Posted in English and French for viewing, downloading or printing on www.mattelsettlement.ca.

3) Sent by regular mail in English or French by the Claims Administrator to Persons in Canada who request a copy by e-mail or phone.

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EXHIBIT “G”

*PBTOYCFIRST*

MATTEL/FISHER-PRICE 2006/2007 TOY RECALL CANADIAN CLASS ACTION SETTLEMENT CLAIM FORM

You may submit a claim online without using this paper form at www.mattelsettlement.ca. If you prefer to use this form, please provide the following information and sign the affirmation below. All Claim Forms and any supporting documents must be postmarked, or submitted via facsimile or email, by no later than [Claims Deadline]. If mailing, please return this form to: Gilardi & Co. LLC, [Canadian Address]. Claim Forms and supporting documents may also be submitted by fax to 1-888-•-•or by email (in PDF format) to ●@●.ca.

If you already returned a Recalled Toy(s) to Mattel in one of the Recalls and received a voucher or replacement parts from Mattel, you do NOT have to file a Claim Form for that Recalled Toy(s). You will automatically receive a cheque pursuant to the Settlement, sent to the address you were at when you participated in the Recalls. If you have moved since the Recalls please fill out the change of address form online at www.mattelsettlement.ca or call 1-888-216-3252.

If you still have a Recalled Toy(s) and wish to return it: Obtain a prepaid shipping label online at www.mattelsettlement.ca or by calling 1-888-216-3252, and use the label to mail this Claim Form and the Recalled Toy(s) to Gilardi & Co. LLC, [Canadian Address]. You may choose to receive either a cheque or a Voucher for the Recall Price(s) of the returned Toy(s). IMPORTANT: Please submit only Recalled Toy(s) that are part of this Settlement. Toys incorrectly identified by you as being part of this Settlement and sent to the Claims Administrator will become the property of Mattel and will not be returned to you.

If you do not have the Recalled Toy(s) but do have a Proof(s) of Purchase: Submit documentation (e.g., receipt, credit card statement or order confirmation) from a third party commercial source (e.g., a retailer) showing that you purchased a Recalled Toy(s). Do NOT send original documents; send photocopies or PDFs. The document must show the date of purchase and describe the Recalled Toy(s) (e.g., name or UPC#). By signing this Claim Form, either by hand or electronically if submitting online, you certify that you discarded the Recalled Toy(s) as a result of the Recall announcements. If your Proof of Purchase shows the amount you paid, you will receive a cheque or Voucher (whichever you choose) in that amount; if not, you will receive a cheque or Voucher for the Recall Price. Please mark ―I will send Proof of Purchase‖ on page two for all such toys.

If you no longer have the Recalled Toy(s) or Proof(s) of Purchase: If you certify by signing this Claim Form, either by hand or electronically if submitting online, that you purchased or acquired a new Recalled Toy(s) and discarded it as a result of the Recall announcements, you will receive a Voucher for the Recall Price for up to three (3) Recalled Toy(s) per household.

IMPORTANT: If your Recalled Toy(s) is listed in Section 3, paragraph E of the Long-Form Settlement Notice, you may receive a cheque of $4.00 per Recalled Toy for up to three (3) Recalled Toy(s) listed in Section 3, paragraph E, per household. If you also return the affected part of the Recalled Toy(s) listed in Section 3, paragraph E, you will also receive replacement parts for such Recalled Toy(s) if available in Mattel’s inventory.

Note: Only Recalled Toys purchased within Canada are covered under this Settlement.

PLEASE RETURN ALL PAGES OF THE CLAIM FORM

-1-

NSIG

TOY

FOR CLAIMS

PROCESSING

ONLY

YOUR INFORMATION

(Please Do Not use Pencil or Red Ink):

Email Address (if you have one):

City Province

Postal Code

Last Name

First Name

Address

Telephone Number (Daytime):

L

PR

*PBTOYCSECOND*

INFORMATION ABOUT YOUR RECALLED TOY(S) Please provide the following information for each Recalled Toy. By submitting this Claim Form for a Recalled Toy(s) that you discarded or disposed of, you are certifying that you did so as a result of the Recall announcements. You must indicate whether you would like to receive payment in the form of a cheque or Voucher, as some categories provide you a choice.

———————————————————————————————————————————————————–————- For additional toys:

*Note: Exhibit A is the list of Recalled Toys that are included in this Settlement. Exhibit A is attached to the Long-Form Settlement Notice and posted at www.mattelsettlement.ca


-2-

CLAIM FORMS MUST BE POSTMARKED OR SUBMITTED BY ●, 2011. QUESTIONS? CALL 1-888-216-3252 OR VISIT WWW.MATTELSETTLEMENT.CA

Address of Retailer:

If Purchase, Name of Retailer:

City:

If Purchase, Price Paid (if Known)

$

Date of Purchase or Acquisition

Y Y D D M M

Date You Discarded the Recalled Toy (If you no nonger possess it)

Y Y D D M M

―Cheque‖ or ―Voucher‖

(If applicable)

Voucher

Cheque

Gender and Year of Birth of Recipient

F

M Y Y Y Y

*Product Number from Exhibit A

*Product Name from Exhibit A

Province:

Postal Code:

I am returning this toy (enclosed). I am sending Proof of Purchase (enclosed). I do not have this toy or Proof of Purchase.

Please fill in one of the following:



City:


$


Y Y D D M M


Y Y D D M M


(If applicable)

Voucher

Cheque


F

M Y Y Y Y



Province:

Postal Code:



Note: For additional Recalled Toys, please copy this Claim Form and attach additional pages.

*PBTOYCTHIRD*

For additional toys:

————————————————————————————————————————————————————–—-—— For additional toys:

CLAIM FORMS MUST BE POSTMARKED OR SUBMITTED BY ●, 2011. QUESTIONS? CALL 1-1-888-216-3252 OR VISIT WWW.MATTELSETTLEMENT.CA

*Note: Exhibit A is the list of Recalled Toys that are included in this Settlement. Exhibit A is attached to the Long-Form Settlement Notice and posted at www.mattelsettlement.ca


-3-



City:


$


Y Y D D M M


Y Y D D M M


(If applicable)

Voucher

Cheque


F

M Y Y Y Y



Province:

Postal Code:





City:


$


Y Y D D M M


Y Y D D M M


(If applicable)

Voucher

Cheque


F

M Y Y Y Y



Province:

Postal Code:



*PBTOYCFOURTH*

INFORMATION ABOUT LEAD TESTING If you spent money to test a child’s lead level because he/she was exposed to a Recalled Toy(s), Mattel will pay you back for the cost of one test per child that was not covered by provincial health insurance or reimbursed by a third party, if the test was performed within six (six) weeks of the Recall announcement of the Recalled Toy(s) to which the child was exposed. Please submit documentation of the testing and disclose any reimbursement you received from a third party, such as a private health insurer, with this Claim Form. Do NOT send original documents; send photocopies or PDFs. By submitting this Claim Form, you certify that you are the parent or guardian of each child who was tested. All information regarding the child and his/her testing will be kept fully confidential, including from Mattel and Fisher-Price, and will be destroyed within one week after all Claims are paid.

*Note:

Exhibit A is the list of Recalled Toys that are included in this Settlement. Exhibit A is attached to the Long-Form Settlement Notice and posted on www.mattelsettlement.ca


-4-

Affirmation

I affirm that I am 18 or older and the statements made in this Claim Form are true and correct. I further affirm and acknowledge that by participating in this Settlement, I am providing the Release described in the Long-Form Settlement Notice to the Released Parties, except any individual claim for personal injuries. I understand and agree that the information that I provide in this Claim Form will be collected, used and disclosed for the purposes of administering the Settlement as provided in the Settlement Agreement. I further understand that the information in this Claim Form may be sent to and retained in the United States by the Claims Administrator and will be destroyed either as provided in this Claim Form or when the information is no longer needed in connection with the Settlement.

Signature Date

CLAIM FORMS MUST BE POSTMARKED OR SUBMITTED BY ●, 2011.

QUESTIONS? CALL 1-1-888-216-3252 OR VISIT WWW.MATTELSETTLEMENT.CA

Medical Provider Who Performed Test

Date of Purchase or Acquisition of

Recalled Toy

Y Y D D M M

Gender and Year of Birth of Tested Child

F

M Y Y Y Y

Exposure Date(s) to Recalled Toy

Y Y D D M M Y Y D D M M —

Date of Test

Y Y D D M M

Cost of Test Paid by You (not covered by provincial health insurance)

$

Reimbursed Amount (e.g., from private insurance)

$

Address

Last Name

First Name

Tested Child

City



Province

Postal Code

PLEASE NOTE: Knowingly providing false information in this Claim Form could constitute fraud or contempt of court.

Note: For an additional Child, please copy this Claim Form and attach additional pages.

EXHIBIT “H”

- 2 -

Court File No. CV-07-00003100-CP

ONTARIOSUPERIOR COURT OF JUSTICE

THE HONOURABLE JUSTICE )))

, THE DAY OF

, 2011

B E T W E E N :

LISA WIGGINS and GILLES ROBINEAU

Plaintiffs

- and -

MATTEL CANADA INC., MATTEL, INC. and FISHER-PRICE INC.

Defendants

Proceeding under the Class Proceedings Act, 1992

O R D E R

THIS MOTION, by the Plaintiff for an Order certifying this action as a class proceeding

for settlement purposes, and approving the settlement agreement entered into with the

Defendants, was heard this day at the Courthouse at 7755 Hurontario Street, Brampton, Ontario.

ON READING the materials filed, including the settlement agreement and the exhibits

thereto, attached to this Order as Schedule “A” (the “Settlement Agreement”), and on hearing the

submissions of counsel for the Plaintiff and counsel for the Defendants:

1. THIS COURT ORDERS that, unless otherwise provided herein, for the purposes of this

Order the definitions set out in the Settlement Agreement apply to and are incorporated into this

Order.

2. THIS COURT ORDERS AND DECLARES that the Settlement Agreement, including

all of the exhibits thereto, is incorporated by reference into and forms part of this Order.

- 3 -

3. THIS COURT ORDERS that this action (the “Ontario Proceeding”) be certified as a

class proceeding for the purpose of settlement.

4. THIS COURT ORDERS that the Settlement Class for the Ontario Proceeding be

defined as:

All Persons in Canada, except Excluded Persons and Persons who are members of the Quebec Settlement Class or the BC Settlement Class, who:



5. THIS COURT ORDERS that Lisa Wiggins is appointed as the representative plaintiff

for the Settlement Class.

6. THIS COURT ORDERS that the Ontario Proceeding is certified as a class proceeding

for settlement purposes, on the basis of the following common issue:

Were the Defendants, or any of them, negligent in the manufacture, distribution, sale and/or recall of the Recalled Toys?

7. THIS COURT ORDERS AND DECLARES that the Settlement Agreement, including

all of the Exhibits thereto, is fair, reasonable and in the best interests of the Settlement Class.

8. THIS COURT ORDERS that the Settlement Agreement, including all of the Exhibits

thereto, is hereby approved pursuant to s. 29 of the Class Proceedings Act, 1992 and shall be

implemented in accordance with its terms.

9. THIS COURT ORDERS that Gilardi & Co., LLC be appointed as the Claims

Administrator. Responsibilities of the Claims Administrator include the following: (a)

dissemination of the Settlement Notice to the Settlement Class; (b) establishing a website for

purposes of administering the Claims process and posting the Settlement Notice and related

documents; (c) accepting and maintaining documents sent from members of the Settlement

- 4 -

Class, including Claims Forms, requests to Opt Out and other documents relating to Claims

administration; (d) administering Claims for the payments of Settlement Benefits to Settlement

Class Members and determining the validity of Claims in accordance with the terms of the

Settlement Agreement; and (e) all other responsibilities designated to the Claims Administrator

in the Settlement Agreement.

10. THIS COURT ORDERS that the Notice Date shall occur within [thirty (30)] days after

the Effective Date, and commencing on the Notice Date the Long-Form Settlement Notice, in the

form attached as Schedule “B” to this Order, and the Short-Form Settlement Notice, in the form

attached as Schedule “C” to this Order, and the Postcard Notice in the form attached as Schedule

“D” to this Order shall be disseminated to members of the Settlement Class in accordance with

the Settlement Notice Dissemination Plan attached as Schedule “E” to this Order.

11. THIS COURT ORDERS that for the purpose of enabling and assisting the Claims

Administrator in the administration and implementation of the Settlement, including, without

limitation, the Notice Program, the Claims process (including the determination of the validity of

Claims) and the distribution of Settlement Benefits, Mattel shall provide to the Claims

Administrator at the Claims Administrator's request the information in Mattel's records received

by Mattel through the Recalls or other contacts with Mattel’s Consumer Relations department

from Persons in Canada who have been identified by Mattel as Persons who might be members

of a Settlement Class. Such information may include, to the extent it is in Mattel's records and

requested by the Claims Administrator, the name, address and contact information, details of

Recalled Toys purchased or acquired and details of participation in the Recalls of each such

Person.

12. THIS COURT ORDERS that the Opt-Out Deadline shall be ninety (90) days from the

Notice Date as set forth in paragraph 10 above.

13. THIS COURT ORDERS that each member of the Settlement Class who elects to opt

out of the Ontario Proceeding must do so in the manner provided in Section F.1. of the

Settlement Agreement and as described in the Settlement Notices.

14. THIS COURT ORDERS that any member of the Settlement Class who has validly

opted out of the Ontario Proceeding as set forth in paragraphs 11 and 12 above shall not be

- 5 -

bound by the Settlement Agreement, shall have no rights with respect to the Settlement

Agreement and shall not receive any Settlement Benefits as provided in the Settlement

Agreement.

15. THIS COURT ORDERS that any member of the Settlement Class that does not validly

Opt Out as set forth in paragraphs 11 and 12 above shall be deemed to be both a Settlement Class

Member and a Releasor for the purpose of this Order and the Settlement Agreement.

16. THIS COURT ORDERS AND DECLARES that the Settlement Agreement is binding

upon the representative plaintiff, upon the Defendants and upon all Settlement Class Members,

including those Persons who are minors or mentally incapable and the requirements of Rules

7.04(1) and 7.08(4) of the Rules of Civil Procedure are dispensed with in respect of this

proceeding.

17. THIS COURT ORDERS that the Claims Deadline shall be 120 days from the Notice

Date as set forth in paragraph 10 above.

18. THIS COURT ORDERS that each Settlement Class Member who fails to submit a

Claim Form to the Claims Administrator in accordance with the provisions in Sections D. and E.

of the Settlement Agreement on or before the Claims Deadline shall not be entitled to receive

any Settlement Benefits pursuant to the Settlement Agreement.

19. THIS COURT ORDERS AND DECLARES that no Person shall submit a Claim Form

to the Claims Administrator containing information that the Person knows to be false and that

any Person who knowingly submits a false Claim to the Claims Administrator shall be in

contempt of this Order.

20. THIS COURT ORDERS that 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. 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 Mattel’s Counsel and Class Counsel cannot agree on a resolution,

the Claims Administrator, the Representative Plaintiff or the Defendants may apply to this Court

for the determination of the validity of a Claim. The determination of the validity of a Claim

made by the Claims Administrator, by agreement of Mattel’s Counsel and Class Counsel, or by

- 6 -

this Court in accordance with this paragraph, is final and binding and shall not be subject to any

further appeal or revision.

21. THIS COURT ORDERS AND DECLARES that the releases as set forth in the

Settlement Agreement shall have full force and effect and that each Releasor has released and

shall be conclusively deemed to have fully, finally and forever released the Releasees from the

Released Claims.

22. THIS COURT ORDERS that each Releasor shall not commence or continue any action

or take any proceeding relating in any way to the Released Claims against any Person or Persons

who will or could, in connection with any such action or proceeding, bring or commence or

continue any claim, crossclaim, claim over or any claim for contribution, indemnity or any other

relief against any one of the Releasees.

23. THIS COURT ORDERS AND DECLARES that each Settlement Class Member shall

consent and shall be deemed to have consented to the dismissal of any Other Actions he, she or it

has commenced against the Releasees, without costs and with prejudice.

24. THIS COURT ORDERS AND DECLARES that each Other Action commenced in

Ontario shall be and is hereby dismissed against the Releasees, without costs and with prejudice.

25. THIS COURT ORDERS that without affecting the finality of this Order, this Court

shall retain continuing jurisdiction over the Ontario Proceeding and the parties thereto, including

the Plaintiff, the Defendants, the members of the Settlement Class, and the Claims

Administrator, for all matters relating to the Ontario Proceeding, including supervising,

administering, implementing, enforcing and interpreting the Settlement Agreement and the

Claims process thereunder, the enforcement of this Order, and all proceedings related to the

Settlement Agreement, both before and after the approval of this Settlement becomes final and

is no longer subject to appeal.

26. THIS COURT ORDERS AND ADJUDGES that the Ontario Proceeding be and is

hereby dismissed against the Defendants with prejudice and without costs.

- 7 -

_________________________________________

DOCSTOR: 2052500\4

EXHIBIT “I”

DOCSTOR: 2052500\4

NOTICE OF CERTIFICATION AND SETTLEMENT APPROVAL IN THE MATTEL/FISHER-PRICE 2006-2007 TOY RECALL CLASS ACTION LITIGATION

IF YOU OR YOUR CHILD PURCHASED OR RECEIVED AS A GIFT A NEW MATTEL OR FISHER-PRICE TOY IN 2007 OR EARLIER, YOU MAY BE ENTITLED TO A PAYMENT.

This notice may affect your rights. Please read it carefully.What Is This About? You may be entitled to compensation in a settlement involving certain Mattel and Fisher-Price toys made in China that were subject to product Recalls in 2006 and 2007. Class action lawsuits were commenced in different Canadian provinces against Mattel and Fisher-Price (the “Defendants”) claiming that the Defendants were negligent in designing, manufacturing, marketing and selling these toys with excessive levels of lead, or with small magnets that could become loose. The Defendants deny they did anything wrong. The Parties agreed to settle the case to avoid further litigation. A Canada-wide Settlement Agreement has been reached and has been approved by the Superior Courts in Ontario, British Columbia and Quebec. In addition to compensation to persons who purchased or acquired toys, the Settlement provides for reimbursement to parents and guardians who tested their child for lead within 6 weeks after the Recall announcement of the toy in question. What Are My Options? For compensation, please go to www.mattelsettlement.ca and click on “File a Claim”. To be valid, the Claim must be received by [Claims Deadline]. You can also obtain a copy of a Claim Form and a detailed Long-Form Settlement Notice describing the Settlement at www.mattelsettlement.ca or by calling 1-888-216-3252. If you don’t wish to be in the Settlement, you must opt out by [Opt Out Deadline]. This Postcard Notice is intended only to make you aware of the Settlement and provides only abasic summary of the Settlement terms. For complete details about the Settlement and your rights, or to file a Claim, please go to www.mattelsettlement.ca, email [email protected], or call 1-888-216-3252.





www.






DOCSTOR: 2052500\4

NOTICE OF MATTELTOY RECALL SETTLEMENT IF YOU OR YOUR CHILD PURCHASED OR RECEIVED AS A GIFT A NEW MATTEL OR FISHER-PRICE TOY IN 2007 OR EARLIER, THIS CLASS ACTION SETTLEMENT MAY AFFECT YOUR RIGHTS AS DESCRIBED IN THIS POSTCARD. FOR MORE INFORMATION OR TO SUBMIT A CLAIM FOR PAYMENT, VISIT www.mattelsettlement.caOR CALL 1-888-216-3252. Pour obtenir une copie de cet avis ou tout autre information relativement à ce réglement en français, veuillez s'il vous plait consulter le site internet suivant: www.mattelsettlement.caou téléphoner au 1-888-216-3252

Mattel Settlement Gilardi & Co. LLC [Insert Gilardi Canadian address]

[Name and address of potential Settlement Class member]





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