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URL:  http://boards.fool.com/tlc-panics-into-merger-gives-mat-15-m-options-10465814.aspx

Subject:  tlc panics into merger, gives mat 15 m options! Date:  12/15/1998  6:34 PM
Author:  prichards Number:  469 of 476

read this


STOCK OPTION AGREEMENT

STOCK OPTION AGREEMENT, dated as of December 13, 1998 (the
"Agreement"), between MATTEL, INC., a Delaware corporation (the "Grantee"), and
--------- -------
THE LEARNING COMPANY, INC., a Delaware corporation (the "Grantor").
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WHEREAS, Grantor and Grantee are entering into an Agreement and Plan
of Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to
----------------
which, and upon the terms and subject to the conditions thereof, Grantor is to
merge (the "Merger") with and into Grantee, with Grantor continuing as the
------
surviving corporation after the Merger;

WHEREAS, as a condition and inducement to Grantee's willingness to
enter into the Merger Agreement, Grantor is granting to the Grantee an option to
purchase 15,673,160 shares of common stock, par value $.01 per share, of the
Grantor (the "Common Stock"), upon the terms and subject to the conditions
------------
hereof;

WHEREAS, in order to induce the Grantee to enter into the Merger
Agreement the Grantor is willing to grant the Grantee the requested option; and

WHEREAS, the Board of Directors of the Grantor has approved the grant
by Grantor of the Option (defined below) pursuant to this Agreement.


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