MATTEL, INC. DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009)

Exhibit 10.35

MATTEL, INC.

DEFERRED COMPENSATION PLAN

FOR NON-EMPLOYEE DIRECTORS

(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009)

Table of Contents

Table of Contents

(continued)

MATTEL, INC.

DEFERRED COMPENSATION PLAN

FOR NON-EMPLOYEE DIRECTORS

(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009)

PREAMBLE

Mattel, Inc., a Delaware corporation (the “ Company ”), hereby amends and restates the Mattel, Inc. Deferred Compensation Plan for Non-Employee Directors (this “ Plan ”), effective as of January 1, 2009 (the “ Restatement Effective Date ”). The Company adopted this Plan effective as of July 1, 1998, and previously amended this Plan effective as of August 17, 2000. The Company wishes to amend and restate this Plan to conform the written terms of this Plan to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “ Code ”).

Words and phrases used in this Plan with the first letter capitalized shall have the meanings specified in Section 6 unless otherwise specified.

1. Eligibility

Each Director is eligible to participate in this Plan and shall continue to be eligible to participate in this Plan until he or she ceases to be a Director, whether by reason of his or her Severance or death.

2. Participation

(a) Election to Participate . Prior to the beginning of any Plan Year and during the period specified by the Administrator from time to time, each eligible Director may elect to participate in this Plan by directing that all or any part of the compensation (including all of the Common Stock amount earned as an RSU Award) which would otherwise have been payable currently for services as a Director (including any periodic and/or annual retainer, Board and committee meeting fees (including any special committee fees) and any additional annual retainer payable for services as a chair or member of a committee of the Board but excluding expense reimbursements, amounts realized upon the exercise or vesting of equity-based compensation other than RSU Awards, or any other amounts paid to the Director) during such Plan Year shall be credited to his or her Account, subject to the terms of this Plan. In addition, newly elected or appointed Directors who have not performed services for the Company or its subsidiaries during the 24-month period ending on the date of the Director’s election or appointment to the Board may make an “initial deferral election” (within the meaning of Treas. Reg. §1.409A-2(a)(7)) within 30 days of such election or appointment to the Board to have any Board and committee meeting fees (including any special committee fees, but not any periodic and/or annual retainer payable for the year of the Director’s election or appointment to the Board) paid during the Plan Year for services to be performed after the election credited to his or her Account, subject to the terms of this Plan.

(b) Enrollment Form . Such an election to participate in this Plan shall be in the form of an enrollment form (“ Enrollment Form ”) executed by the Participant and the Company and filed with the Administrator or its delegate. The specifications of this Plan (including the time and form of payment of amounts deferred hereunder) that apply to any Participant are contained in such separate Enrollment Form executed by the Company and the Participant. The Enrollment Form constitutes a part of this Plan and its terms are incorporated into this Plan. Any reference herein to an election, designation or other action by a Participant in writing shall be deemed to include an electronic election, designation or act made on the Internet to the extent permitted by applicable law.

(c) Duration of Deferral Election . An election related to fees otherwise payable in any Plan Year shall become irrevocable on the last business day prior to the beginning of such Plan Year or, with respect to any “initial deferral election” made by newly elected or appointed Directors within the “first year of eligibility” (all within the meaning of Treas. Reg. §1.409A-2(a)(7)), on the 30 ^th day after becoming a Director and may not be modified or revoked thereafter unless otherwise permitted by the Administrator on terms consistent with Section 409A of the Code. An election shall be valid and effective only for the Plan Year with respect to which the election is made and a Participant may not change the amount of his or her Deferrals during a Plan Year. If a new election is not made with respect to any subsequent Plan Year under this Section 2 , no part of the compensation payable for services as a Director with respect to such subsequent Plan Year shall be credited to the Participant’s Account.

3. Deferred Compensation Accounts

(a) Investment Election . Except with respect to deferrals of Common Stock amounts earned as an RSU Award and subject to Section 3(i) , Participants may elect, on a form or in the manner provided by the Administrator (any which form or manner shall set forth or provide an opportunity to elect different Investment Funds for different percentage increments of the amounts being deferred, in accordance with rules established by the Administrator), one or more Investment Funds to be used to determine the amount of earnings or losses to be credited to the Participant’s Account. Although the Participant may designate the Investment Funds, the Administrator shall not be bound by such designation. The Administrator shall select from time to time, in its sole discretion, the Investment Funds to be available under this Plan. If a Participant fails to elect an Investment Fund, such Participant shall be deemed to have elected the default Investment Fund (as specified by the Administrator) for such Participant’s Account. Any deferral of Common Stock amounts earned as an RSU Award shall be allocated to a Participant’s Restricted Stock Unit Sub-Account.

(b) No Actual Investment . Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Investment Funds are to be used for measurement purposes only, and a Participant’s election of any such Investment Fund, the allocation of such Participant’s Account thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant’s Account shall not be considered or construed in any manner as an actual investment of such Participant’s

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Account in any such Investment Fund. In the event that the Company or the trustee of the trust described in Section 5(c) , in its own discretion, decides to invest funds in any or all of the Investment Funds, no Participant shall have any rights in or to such investments. Without limiting the foregoing, a Participant’s Account at all times shall be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company. The Participant at all times shall remain an unsecured creditor of the Company.

(c) Crediting of Accounts Generally .

(i) Subaccounts . Each Participant’s Account shall be divided into separate subaccounts (“ investment fund subaccounts ”) each of which corresponds to an Investment Fund elected by or designated for the Participant pursuant to Section 3(a) . Subject to the limitations set forth in Section 3(i) , the Administrator shall credit the investment fund subaccounts of the Participant’s Account with an amount equal to amounts deferred by the Participant in accordance with the Participant’s Enrollment Form under Section 2 .

(ii) Timing of Credits .

(A) Deferrals of any annual Board retainer and any additional annual retainer payable for services as a chair or member of a committee of the Board shall be credited to the investment fund subaccounts of the Participant’s Account within five business days of the date of the annual meeting of stockholders of the Company.

(B) Deferrals of any periodic Board retainer shall be credited to the investment fund subaccounts of the Participant’s Account within five business days of the date upon which such retainer becomes payable;

(C) Deferrals of Board and committee meeting fees (including any special committee fees) shall be credited on the last business day of the calendar quarter in which such fees otherwise would have been paid in cash.

(D) Deferrals of Common Stock amounts earned as an RSU Award shall be credited on the date of grant of such RSU Award.

(E) Any Deferrals credited to the Stock Equivalent Sub-Account or the Restricted Stock Unit Sub-Account shall be applied on the date specified in subsections (A), (B), (C) or (D), as applicable, to the hypothetical purchase of whole or fractional shares of the Common Stock, determined by dividing the amount of such compensation by the Fair Market Value of a share of Common Stock on the date the related compensation is or otherwise would be paid (or, with respect to subsection (D), such determination shall be made on the date of grant).

(iii) Performance . A Participant’s Account shall be credited or debited as of each business day based on the performance of each Investment Fund, as determined by the Administrator in its sole discretion based on the performance of the

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Investment Funds themselves, until all amounts credited to such Participant’s Account under this Plan have been distributed and the Participant’s Account shall also be credited with an amount equal to any Deferrals and debited by amounts equal to all payments to the Participant and/or his or her Beneficiary.

(d) Stock Equivalent Sub-Account and Restricted Stock Unit Sub-Account .

(i) Dividends . The Participant’s Stock Equivalent Sub-Account and Restricted Stock Unit Sub-Account shall also be credited on the date cash dividends are paid with a hypothetical number of whole or fractional shares of the Common Stock equivalent to the quotient of (i) any cash dividend payment on the number of shares of Common stock equal to the number of hypothetical shares of Common Stock in the Participant’s Stock Equivalent Sub-Account or Restricted Stock Unit Sub-Account on the record date for such dividend and (ii) the Fair Market Value of a share of Common Stock on the applicable dividend payment date.

(ii) Recapitalization or Reorganization of Company . In the event of any change in outstanding Common Stock by reason of any stock dividend or split, recapitalization, merger, consolidation, combination or exchange of shares, spin-off or other similar corporate change affecting the Common Stock, the Administrator shall make such adjustments, if any, that it deems appropriate in the number of hypothetical shares of Common Stock then credited to Participants’ Accounts. Any and all such adjustments shall be conclusive and binding upon all parties concerned.

(iii) Shares Subject to Plan . The maximum number of hypothetical shares of Common Stock that may be credited to the Stock Equivalent Sub-Account and the Restricted Stock Unit Sub-Account may not exceed two million shares in the aggregate. This number is subject to adjustment to take into consideration adjustment in the number of outstanding shares of Common Stock as described in the preceding Section 3(d)(ii) .

(e) Change of Investment Elections . A Participant may elect to change the Investment Fund allocations of the Participant’s Account (other than the Restricted Stock Unit Sub-Account) daily by filing an election, on a form or in the manner provided by the Administrator, which election specifies in whole percentages the amounts to be transferred and specifies the new Investment Fund; provided, however, that (x) amounts not credited to the Interest Accrual Sub-Account as of the Restatement Effective Date may not be transferred to the Interest Accrual