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Stocks L / Learning Company, Inc., The


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

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STOCK OPTION AGREEMENT, dated as of December 13, 1998 (the
"Agreement"), between MATTEL, INC., a Delaware corporation (the "Grantee"), and
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THE LEARNING COMPANY, INC., a Delaware corporation (the "Grantor").

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 induc