THE TOPPS COMPANY, INC.
                            2001 STOCK INCENTIVE PLAN



1.   Purposes.

     The Topps Company,  Inc. 2001 Stock Incentive Plan (the "Plan") is intended
to attract and retain the best qualified  employees and other service providers,
to incentivize such individuals to make substantial  contributions to the future
success of The Topps Company,  Inc., a Delaware corporation (the "Company"),  or
to certain entities directly or indirectly  controlled by or affiliated with the
Company,  to  ensure  that the  Company  can  provide  competitive  compensation
opportunities  to its  personnel  and to further  align the  interests  of these
individuals  with those of the  shareholders  of the Company.  By meeting  these
objectives, the Plan is intended to benefit the shareholders of the Company.

     So that the  appropriate  incentive  can be  provided,  the Plan allows for
granting incentive stock options, nonqualified stock options, stock appreciation
rights ("SARs"),  restricted stock awards, and other stock-based  awards, or any
combination of the foregoing.

2.   Administration of the Plan.

     The Plan shall be administered by the Compensation Committee ("Compensation
Committee")  of the Board of Directors of the Company (the "Board") which at all
times  it takes  action  pursuant  to the Plan  shall  consist  of at least  two
persons,  each of whom shall be a "non-employee  director" within the meaning of
Rule 16b-3 under the  Securities  Exchange  Act of 1934,  as amended  (the "1934
Act") and an  "outside  director"  within the  meaning of Section  162(m) of the
Internal  Revenue Code of 1986, as amended (the  "Code").  To the extent that at
any time the Compensation Committee is not properly composed as set forth above,
the  full  Board  shall  administer  the  Plan.  The  entity  charged  with  the
administration  of the Plan from time to time is hereinafter  referred to as the
"Committee".  Within  the  limits of the  express  provisions  of the Plan,  the
Committee  shall have the authority,  in its  discretion,  to take the following
actions under the Plan:

     (a) to make grants of "incentive stock options" ("ISOs") within the meaning
of Section 422 of the Code, stock options  ("Options") which are not intended to
be ISOs ("Non-Qualified Options"), SARs, shares of restricted stock ("Restricted
Stock") and any other  stock-based  award (ISOs,  Non-Qualified  Options,  SARs,
Restricted Stock and other stock-based awards,  collectively  referred to herein
as "Awards")  that it deems  appropriate to carry out the intent and purposes of
the Plan and to  determine  the  individuals  to whom,  and the time or times at
which, any such Award shall be granted,  the number of shares of Common Stock to
be subject  to each Award and  whether  Options  shall be ISOs or  Non-Qualified
Options;

     (b) to interpret and construe the Plan;

     (c) to prescribe,  amend and rescind rules and regulations  relating to the
Plan;


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     (d)  to  determine  the  terms  and  provisions  of  the  respective  Award
agreements;

     (e) to accelerate the vesting of any outstanding  Awards (while taking into
consideration the accounting effect, if any, of any such acceleration);

     (f) to make  grants to  individuals  who are foreign  nationals  or who are
employed outside the United States or both, on such terms and conditions  (which
may be different than specified by the Plan) which the Committee deems necessary
or  appropriate  to assure the  viability of such grants to meet the purposes of
the Plan and to comply  with the laws or  customs of the  jurisdiction  in which
such individual is a citizen or resident; and

     (g) to make all other  determinations  and take all other actions necessary
or advisable for the administration of the Plan.

     In making such  determinations,  the  Committee  may take into  account the
nature of the services rendered by such  individuals,  and such other factors as
the Committee, in its discretion,  shall deem relevant. An individual to whom an
Award has been  granted  under the Plan is referred to herein as a "Holder".  An
individual  to whom an Option has been  granted  under the Plan is  referred  to
herein as an "Optionee".  The Committee's determinations on the matters referred
to in this Section 2 shall be final,  binding and  conclusive  for all purposes,
upon all persons,  including without limitation,  the Company, the stockholders,
the Board,  the Committee and each member thereof,  the directors,  officers and
employees of the Company,  and the Holders and their  respective  successors  in
interest.

3.   Shares Subject to the Plan.

     The  Company  shall at all times  while the Plan is in force  reserve  such
number  of  shares  of  Common  Stock  as  will be  sufficient  to  satisfy  the
requirements  of  outstanding  Awards which provide for  settlement in shares of
Common Stock.  Subject to adjustment as contemplated  by Section 10 hereof,  the
maximum number of shares of Common Stock which may be issued  pursuant to Awards
under the Plan shall not  exceed the sum of (i) that  number of shares of Common
Stock which remain available for grant of options under The Topps Company,  Inc.
1996 Stock  Option Plan (the "Prior  Plan") on June 28, 2001 and (ii)  2,100,000
shares,  as  increased  from time to time by (A) that number of shares of Common
Stock which were or are reserved  for  issuance  upon the exercise of Options or
Awards  granted  under the  Plan,  or under the Prior  Plan,  which  shall  have
expired,  been  canceled,  or  terminated  for any reason  without  having  been
exercised in full, and (B) that number of shares which are exchanged by a Holder
or withheld  by the  Company,  either  actually  or by  attestation,  as full or
partial  payment to the Company of the purchase  price of shares being  acquired
through the exercise of an Option or other Award  granted  under the Plan or the
Prior Plan or as required to be withheld to satisfy any federal,  state or local
tax  liability  with  respect to such Option or Award.  The  preceding  sentence
notwithstanding,  the  aggregate  number of shares for which  Awards  other than
Options may be granted under the Plan shall not exceed  660,000  shares.  Shares
available for issuance under the Plan which are not issued in a given year shall
be carried  forward and continue to be available in the succeeding  year.  Where
any Award is settled in cash or any form other than shares of Common Stock,  the
shares in respect of which the Award is settled  shall not be deemed  issued and
shall remain available for issuance under the Plan. To the extent that shares of


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Common Stock  available under the Prior Plan are made available under this Plan,
such shares  shall no longer be  available  under the Prior Plan.  The shares of
Common Stock to be issued under the Plan may be authorized  but unissued  shares
or shares of Common  Stock  that  shall  have been or may be  reacquired  by the
Company.

4.   Eligibility.

     (a) ISOs may be granted only to  employees of the Company or a  "subsidiary
corporation" within the meaning of Section 424 of the Code  ("Subsidiary").  All
other Awards may be granted only to employees of, non-employee directors of, and
persons or entities which provide significant services to, (i) the Company, (ii)
a  Subsidiary,  or (iii) an  entity  directly  or  indirectly  controlled  by or
affiliated  with  the  Company  and  designated  by the  Committee  ("Designated
Entities").   Individuals  or  entities   eligible  to  be  granted  Awards  are
hereinafter referred to as "Eligible Individuals". The term "Company," when used
in the Plan, shall be deemed to include the Company, Subsidiaries and Designated
Entities.

     (b) Nothing  contained in the Plan shall be construed to limit the right of
the Company to adopt such other incentive arrangements as it may deem advisable,
including,  without limitation,  the right to grant stock-based awards otherwise
than under the Plan for proper corporate purposes.

5.   Terms of Options and SARs.

     Each Option or SAR granted  under the Plan shall be  evidenced by a written
agreement  in  such  form  and  containing   such  terms  and  conditions   (not
inconsistent  with the Plan) as the  Committee  shall in its  discretion  adopt.
Option and SAR agreements  need not contain  identical  terms and conditions and
may  include,  without  limitation,  expiration  contingencies,   forfeitability
contingencies  based on continued  employment or services with the Company,  the
meeting of performance criteria, or any or all of the above.

     (a) The  Committee  shall fix the  purchase  price of the  shares of Common
Stock  subject to each  Option and the  exercise  price of each SAR, at the time
such  Option or SAR is granted;  provided,  that in no event shall the per share
purchase  price of an  Option or the  exercise  price of an SAR be less than the
Fair Market Value of a share of Common Stock on the date of grant.

     (b) The  Committee  shall fix the date or dates on which  each  Option  (or
portion  thereof) or SAR shall be  exercisable at the time such Option or SAR is
granted.

     (c) The Committee  shall fix the  expiration  date of each Option or SAR at
the time such  Option or SAR is granted.  No Option or SAR shall be  exercisable
after  the  expiration  of ten (10)  years  from the date of its  grant and each
Option  and SAR shall be subject to earlier  termination  as  determined  by the
Committee.

     (d) SARs and Options  shall be  exercised by the delivery to the Company at
its  principal  office or at such  other  address as may be  established  by the
Committee  (Attention:  Assistant  Treasurer) of written notice of the number of
SARs or number of shares of Common Stock with respect to which the SAR or Option
is being  exercised  accompanied,  in the case of an exercise  of an Option,  by


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<PAGE>

payment  in  full  of the  purchase  price  of  such  shares.  Unless  otherwise
determined  by the  Committee  at the time of grant,  payment may be made (i) in
cash,  (ii) by certified  check or bank cashier's  check payable to the order of
the  Company in the amount of such  purchase  price,  (iii) by  delivery  to the
Company  of shares of Common  Stock  having a Fair  Market  Value  equal to such
purchase  price;  provided that such shares shall have been held by the Optionee
for at least six (6) month prior to exercise or  previously  acquired in an open
market  transaction,  (iv) by  irrevocable  instructions  to a broker to deliver
promptly  to the Company the amount of sale or loan  proceeds  necessary  to pay
such  purchase  price,  to sell the  shares  of Common  Stock to be issued  upon
exercise  of the Option and  deliver  the cash  proceeds  less  commissions  and
brokerage fees to the Option Holder or to deliver the remaining shares of Common
Stock to the Option Holder,  or (v) by any combination of the methods of payment
described in (i) through (iv) above.

     (e) An Option  Holder  shall not have any of the  rights of a holder of the
Common  Stock with  respect to the shares of Common  Stock  subject to an Option
until such  shares are issued to such Option  Holder  upon the  exercise of such
Option.

     (f) For  purposes  of the  Plan,  as of any date when the  Common  Stock is
quoted on the National  Association of Securities  Dealers  Automated  Quotation
System National Market System  ("NASDAQ-NMS")  or listed on one or more national
securities  exchanges,  the "Fair  Market  Value" of the Common Stock as of such
date shall be deemed to be the  closing  price,  on the day prior to the date of
determination  on the stock  exchange  (including  NASDAQ-NMS)  with the largest
volume of sales of Common Stock on such day if sold on any  exchange,  or if not
sold on any such  exchange,  the average of the closing bid and asked  prices of
the Common Stock on the day prior to the date determination; or, if there are no
such sales on that  date,  then on the last  preceding  date on which such sales
were reported.  If the Common Stock is not quoted on the NASDAQ-NMS or listed on
an exchange,  or representative  quotes are not otherwise  available,  the "Fair
Market  Value" of the  Common  Stock  shall mean the  amount  determined  by the
Committee to be the fair market  value based upon a good faith  attempt to value
the Common Stock accurately.

     (g) In no event shall any single Eligible  Individual be granted Options or
SARs under the Plan covering more than 500,000 shares of Common Stock during any
partial  or  full  fiscal  year  of the  Company  during  which  the  Plan is in
existence, subject to adjustment as provided in Section 10 hereof.

     (h) Except as  otherwise  specifically  provided  by the  Committee  in the
Option or SAR  agreement,  Options  and SARs may be  exercised  only  within the
period set forth  below and no vesting  shall  occur  following  termination  of
service on the Board of Directors or  termination  of  employment.  All unvested
Options and SARs held by an Optionee at the time of  termination of service with
the Company for any reason shall  immediately  expire.  Except as otherwise  set
forth below,  an Option or SAR held by a director shall be  exercisable  only if
the  Optionee  has  maintained  continuous  status  as a member  of the Board of
Directors and an Option or SAR held by an employee shall be exercisable  only if
the Optionee has maintained  continuous  status as an employee since the date of
grant. No Option or SAR shall be exercisable  after termination of an Optionee's
membership  on the Board of Directors  or service  with the Company  unless such
termination  occurs by reason of retirement from the Company at the age of 55 or


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<PAGE>

older,  death or disability (as defined in Section 22(e)(3) of the Code). In the
event of an Optionee's termination of service with the Company (i) by retirement
from the  Company at the age of 55 or older,  or (ii) on account of  disability,
the Options and/or SARs held by such individual which were otherwise exercisable
on the date of his termination  shall expire unless exercised by such individual
within a period of three months after the date of  termination  by retirement or
one year after the date of termination by disability; provided, however, that if
such individual retires from the Company at the age of 55 or older with at least
10 years of service  with the  Company,  the  Options  and/or  SARs held by such
individual which were otherwise exercisable on the date of his termination shall
expire unless  exercised by such  individual  within a period of two years after
the date of termination  by retirement.  In the case of the death of an Optionee
(i) while in the service of the  Company,  (ii) within  three  months  following
termination  of service with the Company by  retirement  from the Company at the
age of 55 or older or (iii) within two years  following  termination  of service
with the Company by  retirement  from the Company at the age of 55 or older with
10 years of service  with the  Company,  the  Options  and/or  SARs held by such
individual  which  were  otherwise  exercisable  on the date of his death may be
exercised by his heirs, legatees or personal representatives, within a period of
one year  after  the date of death.  In the  event of the  death of an  Optionee
within  one year  after the  termination  of  service  with the  Company  due to
disability, the Options and/or SARs held by such individual which were otherwise
exercisable  on the  date of his  termination  may be  exercised  by his  heirs,
legatees  or  personal  representatives  within a period  of one year  after the
Optionee's  date of death.  Options or SARs granted  under the Plan shall not be
affected by any change of employment so long as the Optionee  continues to be an
employee of the Company,  a Subsidiary or a Designated  Entity.  Notwithstanding
the  foregoing,  the Committee may provide in an Option or SAR agreement for the
continued  exercisability  of Options after  termination  of employment for such
other period or periods and on such other terms and  conditions as the Committee
determines to be appropriate.  In no event, however,  shall any Option or SAR be
exercisable after 10 years from the date it was granted.

6.   Special Provisions Applicable to ISOs.

     The following special  provisions shall be applicable to ISOs granted under
the Plan.

     (a) No ISOs shall be  granted  under the Plan after ten (10) years from the
earlier  of (i) the  date  the  Plan is  adopted,  or (ii)  the date the Plan is
approved by the Company's shareholders.

     (b) ISOs may not be granted to a person who owns stock possessing more than
10% of the total  combined  voting power of all classes of stock of the Company,
any Subsidiary,  or any "parent  corporation" (a "Parent") of the Company within
the meaning of Section 424(e) of the Code.

     (c) If the aggregate  Fair Market Value of the Common Stock with respect to
which ISOs are  exercisable for the first time by any Optionee during a calendar
year (under all plans of the Company and its Parents and  Subsidiaries)  exceeds
$100,000,  such  ISOs  shall  be  treated,  to the  extent  of such  excess,  as
Non-Qualified  Options. For purposes of the preceding sentence,  the Fair Market
Value of the Common Stock shall be determined at the time the ISOs covering such
shares were granted.


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<PAGE>

7.   Stock Appreciation Rights.

     A SAR grant shall  confer on a SAR Holder the right to receive in shares of
Common Stock, cash or a combination of both, equal to the excess, if any, of the
Fair Market  Value of one share of Common Stock on the date the SAR is exercised
over the exercise  price of the SAR contained in the terms and conditions of the
Award  multiplied by the number of shares with respect to which the SAR is being
exercised. Shares issued in settlement of the exercise of an SAR shall be valued
at their Fair Market Value on the date of the  exercise of the SAR.  SARs may be
granted  alone or in tandem with  Options.  SARs  granted in tandem with Options
will give the Holder the right to exercise  the SAR or the Option upon and after
vesting,  but not both. Upon the exercise of a tandem SAR the tandem Option will
expire and upon the  exercise of a tandem  Option,  the tandem SAR will  expire.
Each  tandem  SAR or Option  shall  expire no later than the  expiration  of the
accompanying tandem Option or SAR and shall be transferable only when and to the
extent the accompanying Option or SAR is transferable.

8.   Restricted Stock.

     (a) Award of Restricted Stock.

          (i)  The Committee  shall have the  authority (1) to grant  Restricted
               Stock,  (2) to issue or  transfer  Restricted  Stock to  Eligible
               Individuals,   and  (3)  to  establish   terms,   conditions  and
               restrictions  applicable to such Restricted Stock,  including the
               period  of  time  during  which  such  Award  is  subject  to the
               restrictions set forth in Section 8(b) (the "Restricted Period"),
               which may differ with respect to each grantee,  the time or times
               at which  Restricted  Stock shall be granted or become vested and
               the number of shares to be covered by each grant.

          (ii) The Holder of a Restricted  Stock Award shall execute and deliver
               to the Company an Award  agreement with respect to the Restricted
               Stock   setting  forth  the   restrictions   applicable  to  such
               Restricted Stock. If the Committee determines that the Restricted
               Stock shall be held in escrow rather than delivered to the Holder
               pending the release of the  applicable  restrictions,  the Holder
               additionally  shall  execute  and  deliver to the  Company (i) an
               escrow  agreement  satisfactory  to the  Committee,  and (ii) the
               appropriate  blank stock  powers with  respect to the  Restricted
               Stock  covered  by such  agreements.  If a Holder  shall  fail to
               execute a  Restricted  Stock  agreement  and, if  applicable,  an
               escrow  agreement and stock  powers,  the Award shall be null and
               void.  Subject to the restrictions set forth in Section 8(b), the
               Holder  shall  generally  have the  rights  and  privileges  of a
               stockholder as to such Restricted  Stock,  including the right to
               vote such  Restricted  Stock. At the discretion of the Committee,
               cash dividends and stock  dividends,  if any, with respect to the
               Restricted  Stock may be either  currently  paid to the Holder or
               withheld  by  the  Company  for  the  Holder's  account.   Unless
               otherwise  determined by the Committee no interest will accrue or
               be paid on the  amount  of any cash  dividends  withheld.  Unless
               otherwise  determined by the  Committee,  cash dividends or stock
               dividends  so  withheld  by the  Committee  shall be  subject  to
               forfeiture to the same degree as the shares of  Restricted  Stock
               to which they relate.


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<PAGE>

         (iii) Upon the Award of Restricted  Stock,  the Committee shall cause a
               stock  certificate  registered  in the name of the  Holder  to be
               issued  and, if it so  determines,  deposited  together  with the
               stock powers with an escrow agent designated by the Committee. If
               an escrow  arrangement  is used,  the  Committee  shall cause the
               escrow  agent to issue to the  Holder a  receipt  evidencing  any
               stock  certificate  held  by it  registered  in the  name  of the
               Holder.

     (b) Restrictions.

          (i)  Restricted  Stock  awarded  to an  Eligible  Individual  shall be
               subject to the following restrictions until the expiration of the
               Restricted  Period, and to such other terms and conditions as may
               be set forth in the applicable Award agreement:  (1) if an escrow
               arrangement is used, the Holder shall not be entitled to delivery
               of the stock certificate;  (2) the shares shall be subject to the
               restrictions on transferability set forth in the Award agreement;
               (3) the  shares  shall be  subject  to  forfeiture  to the extent
               provided  in Section  8(d) and the Award  Agreement  and,  to the
               extent such shares are forfeited, the stock certificates shall be
               returned  to the  Company,  and all  rights of the Holder to such
               shares  and as a  shareholder  shall  terminate  without  further
               obligation on the part of the Company.

          (ii) The  Committee  shall have the  authority to remove any or all of
               the   restrictions   on  the   Restricted   Stock   (taking  into
               consideration  the  accounting  implications,  if any,  for  such
               removal)  whenever it may determine that, by reason of changes in
               applicable laws or other changes in  circumstances  arising after
               the  date  of  the  Restricted   Stock  Award,   such  action  is
               appropriate.

     (c)  Restricted  Period.  The Restricted  Period of Restricted  Stock shall
commence on the Date of Grant and shall expire from time to time as to that part
of the Restricted Stock indicated in a schedule established by the Committee and
set forth in a written Award agreement.

     (d) Forfeiture Provisions. Except to the extent determined by the Committee
and  reflected  in the  underlying  Award  agreement,  in  the  event  a  Holder
terminates  employment  with the Company  and all  Subsidiaries  and  Designated
Entities during a Restricted  Period,  that portion of the Award with respect to
which restrictions have not expired  ("Non-Vested  Portion") shall be treated as
follows.

          (i)  Upon the  termination  of  employment  of a Holder for any reason
               other than  retirement  with the  consent of the Board,  death or
               disability  (as  defined in Section  22(e)(3)  of the Code),  the
               Non-Vested Portion of the Award shall be completely forfeited.


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<PAGE>

          (ii) Upon the  termination  of  employment  of a Holder on  account of
               retirement with the consent of the Board, death or disability (as
               defined in Section 22(e)(3) of the Code), the Non-Vested  Portion
               of the Award shall be prorated for service  during the Restricted
               Period  and  such  portion  shall  become  fully  vested  and the
               restrictions  and forfeiture  provisions  thereon shall lapse and
               such  shares  shall  be  received  by  the  Holder  or his or her
               beneficiary, as applicable, as soon as practicable following such
               termination.

     (e) Delivery of Restricted  Stock.  Upon the  expiration of the  Restricted
Period with respect to any shares of Common Stock covered by a Restricted  Stock
Award,  the restrictions set forth in Section 8(b) and the Award agreement shall
be of no further  force or effect  with  respect to shares of  Restricted  Stock
which have not then been forfeited.  If an escrow arrangement is used, upon such
expiration,  the Company shall deliver to the Holder, or his or her beneficiary,
without charge, the stock certificate  evidencing the shares of Restricted Stock
which have not then been  forfeited  and with  respect  to which the  Restricted
Period has expired (to the nearest  full share) and any cash  dividends or stock
dividends credited to the Holder's account with respect to such Restricted Stock
and the interest thereon, if any.

     (f) Stock  Restrictions.  Each  certificate  representing  Restricted Stock
awarded  under the Plan shall  bear the  following  legend  until the end of the
Restricted Period with respect to such Stock:

          "Transfer of this  certificate  and the shares  represented  hereby is
     restricted pursuant to the terms of a Restricted Stock Agreement,  dated as
     of __________,  between The Topps Company, Inc. and ___________.  A copy of
     such Agreement is on file at the offices of The Topps Company, Inc."

Stop  transfer  orders shall be entered with the  Company's  transfer  agent and
registrar against the transfer of legended securities.

9.   Change in Control.

     In the event of a Change in Control,  all Awards shall  become  immediately
fully  vested,   exercisable,   payable  and  no  longer   subject  to  transfer
restrictions or forfeiture, as applicable.

     Unless  more  limited  definition  is provided  in the Award  agreement,  a
"Change in Control"  shall be deemed to have occurred upon the first to occur of
the following:

     (a) The acquisition by any person (including a group, within the meaning of
Section  13(d)(3)  or  14(d)(2)  of the 1934 Act),  other than the  Company,  of
beneficial  ownership  (within the meaning of Rule 13d-3  promulgated  under the
1934 Act) of 50% or more of the  combined  voting  power of the  Company's  then
outstanding voting securities, without the prior approval of the Board;

     (b) The first purchase under a tender offer or exchange  offer,  other than
an offer by the  Company,  pursuant  to which  shares of Common  Stock have been
purchased, unless such tender offer or exchange offer was previously approved by
the Board; or


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<PAGE>

    (c) During any period of 24 months or less, the persons who were Continuing
Directors  immediately  before the beginning of such period shall cease, for any
reason  other  than  death,  to  constitute  at least a  majority  of the Board,
provided  that any  director  who was not a director  at the  beginning  of such
period  shall be  deemed  to be a  Continuing  Director  if  clause  (ii) of the
definition of "Continuing Director" applies.

     "Continuing  Director" shall mean any member of the Board who either (i) is
a member of the Board on the date this Plan is  adopted,  or (ii) was  nominated
for election to the Board by, or on the  recommendation  of or with the approval
of, at least  two-thirds  of the  directors  who then  qualified  as  Continuing
Directors.

10.  Adjustment upon Changes in Capitalization.

     (a)  Awards  granted  under  the Plan and any  agreements  evidencing  such
Awards, the maximum number of shares of Common Stock subject to all Awards under
the Plan, the maximum number of shares of Common Stock with respect to which any
one person may be granted Options or stock  appreciation  rights during any year
and the  maximum  number of shares of Common  Stock  under the Plan  subject  to
Awards  other than  Options may be subject to  adjustment  or  substitution,  as
determined by the Committee in its sole discretion,  as to the number,  price or
kind of a share of Common Stock or other consideration subject to such Awards or
as otherwise  determined  by the  Committee to be equitable  (i) in the event of
changes in the  outstanding  Common  Stock or in the  capital  structure  of the
Company  by reason of stock  dividends,  stock  splits,  reverse  stock  splits,
spin-offs,  reclassifications,   recapitalizations,   reorganizations,  mergers,
consolidations,   combinations,   exchanges,   or  other  relevant   changes  in
capitalization  occurring  after the date of grant of any such  Award or (ii) in
the event of any change in applicable laws or any change in circumstances  which
results in or would result in any  substantial  dilution or  enlargement  of the
rights granted to, or available for,  participants in the Plan, or (iii) for any
other reason which the Committee,  in its sole discretion,  determines otherwise
warrants equitable  adjustment because it interferes with the intended operation
of the Plan. If the Company shall be sold, reorganized,  consolidated, or merged
with another corporation (a "Corporate  Event"),  all Awards shall automatically
be  converted  into  Awards  with  respect  to the stock of such  continuing  or
successor  entity or its  parent or  controlling  entity,  as  determined  to be
appropriate by the committee to preserve the Holders'  economic interest in such
Awards and a Holder shall be entitled to receive upon the exercise of his or her
Award  the same  number  and kind of  shares  of  stock  or the same  amount  of
property,  cash or  securities  as he or she would have been entitled to receive
upon the  occurrence  of any  such  Corporate  Event  as if he or she had  been,
immediately  prior to such  event,  the holder of the number of shares of Common
Stock covered by his or her Award; provided, however, that the Committee may, in
its  discretion,  unless it is intended  that  pooling of  interests  accounting
treatment apply and while taking into consideration the accounting implications,
if any,  (i)  accelerate  the  vesting and  exercisability,  as  applicable,  of
outstanding  Awards to any date within 30 days prior to or  concurrent  with the
occurrence of such Corporate Event and, in connection therewith, may shorten the
term of outstanding Awards to the date of the occurrence of such Corporate Event
and/or (ii) cancel any  outstanding  Awards and pay to the Holders  thereof,  in
cash or shares of Common  Stock,  the value of such Awards  based upon the price
per share of Common Stock  received or to be received by other  shareholders  of
the Company in the Corporate Event.


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<PAGE>

    (b) If  fractions  of a share would  result from any such  adjustment,  the
adjustment shall be revised to the next lower whole number of shares.

11.  Further Conditions of Exercise.

     (a) Unless prior to the  distribution  of shares of Common  Stock  issuable
upon the  vesting or  exercise  of an Award,  such  shares are the  subject of a
registration  statement  filed  with  the  Securities  and  Exchange  Commission
pursuant to the Securities Act of 1933, as amended (the  "Securities  Act"), and
there has been a prospectus  meeting the requirements of Section 10(a)(3) of the
Securities  Act delivered to the Holder,  as a condition to the issuance of such
shares,  the Holder will be required to make a representation to the effect that
such shares are being  acquired for  investment  only and not with a view to the
resale or distribution  thereof,  or such other documentation as may be required
by the  Company,  unless,  in the  opinion  of  counsel  to  the  Company,  such
representation,  agreement or  documentation is not necessary to comply with the
Securities Act.

     (b)  Anything  in  subparagraph  (a) of  this  Section  11 to the  contrary
notwithstanding,  the Company shall not be obligated to issue or sell any shares
of Common  Stock  pursuant to an Award unless and until they have been listed on
each securities  exchange on which the shares of Common Stock may then be listed
and until and unless, in the opinion of counsel to the Company,  the Company may
issue such  shares  pursuant to a  qualification  or an  effective  registration
statement (and such qualification or registration has become  effective),  or an
available exemption from registration,  under such state and federal laws, rules
or  regulations  as such  counsel may deem  applicable.  The  Company  shall use
reasonable  efforts to effect such listing,  qualification and registration,  as
the case may be.

12.  Termination, Modification and Amendment.

     (a) The Plan (but not  Awards  previously  granted  under  the Plan)  shall
terminate  ten (10) years from the date the Plan is  approved  by the  Company's
stockholders and no Award shall be granted after termination of the Plan.

     (b) The  Plan may at any  time be  terminated  or,  from  time to time,  be
suspended,  modified or amended by the Board of  Directors;  provided,  however,
that the Board of Directors shall not,  without approval by the affirmative vote
of the holders of a majority of the voting  securities of the Company present in
person or  represented  by proxy and  entitled to vote at a meeting duly held in
accordance  with Delaware  law, (i) increase  (except as provided by Section 10)
the maximum  number of shares of Common  Stock as to which Awards may be granted
under the Plan, or (ii) reduce the minimum  purchase  price or exercise price at
which Awards may be granted under the Plan.

     (c) No  termination,  modification  or amendment of the Plan may materially
and adversely  affect the rights  conferred  under the Plan or any related grant
agreement with respect to outstanding  Award grants without the written  consent
of the affected Holder.

13.  Nontransferability.

     Unless otherwise  determined by the Committee,  either at the date of grant
or some later date, Awards shall be non-transferable and, accordingly, shall not
be assignable, alienable, salable or otherwise transferable by the Holder except
by will or the laws of descent and  distribution,  and may be exercised,  during
the  lifetime  of a Holder,  only by the  Holder.  No Award  shall be subject to
execution, attachment or other process.


                                       10


<PAGE>

14.  Effectiveness of the Plan.

     The Plan shall become  effective  upon  adoption by the Board of Directors,
subject to approval by a proper vote of the stockholders of the Company.

15.  Not a Contract.

     Nothing  contained in the Plan or in any Award agreement  executed pursuant
hereto  shall be deemed to confer  upon any  Holder any right to  continue  as a
member of the Board of  Directors,  or to remain in the employ or service of the
Company, any Subsidiary or any Designated Entity.

16.  Governing Law.

     The Plan shall be  governed  by the laws of the State of  Delaware  without
reference to principles of conflict of laws.

17.  Withholding.

     As a condition to the exercise or vesting, as applicable, of any Award, the
Committee may require that a Holder  satisfy,  through  deduction or withholding
from any payment of any kind otherwise due to the Holder,  or through such other
arrangements  as are  satisfactory  to the Committee,  the minimum amount of all
federal,  state  and  local  income  and  other  taxes of any kind  required  or
permitted  to be withheld  in  connection  with such  vesting or  exercise.  The
Committee  may  permit  shares  of  Common  Stock  to be  used  to  satisfy  tax
withholding  requirements  and such shares  shall be valued at their Fair Market
Value as of the settlement date of the Award being exercised.

18.  Other Company Benefit and Compensation Programs.

     Unless otherwise determined by the Committee,  compensation recognized upon
exercise or vesting of Awards or upon  settlement of rights under the Plan shall
not be deemed a part of the recipient's compensation for purposes of calculating
payments or benefits from any Company benefit or severance program (or severance
pay law of any country). The above notwithstanding,  the Company may adopt other
compensation  programs,  plans  or  arrangements  as  it  deems  appropriate  or
necessary.

19.  Unfunded Plan.

     Unless  otherwise  determined by the Committee,  the Plan shall be unfunded
and shall not create (or be construed  to create) a trust or a separate  fund or
funds.  The Plan shall not  establish  any  fiduciary  relationship  between the
Company and any person. To the extent any person holds any rights by virtue of a
grant awarded  under the Plan,  such right shall be no greater than the right of
an unsecured general creditor of the Company.


                                       11


<PAGE>

20.  Successors and Assigns.

     The Plan shall be binding on all  successors  and assigns of a participant,
including,  without limitation,  the estate of such participant and the executor
or  administrator  of such estate,  or any receiver or trustee in  bankruptcy or
representative of the participant's creditors.


                     *                *                 *


As adopted by the Board of Directors of
The Topps Company, Inc. as of
May 29, 2001

By:    Arthur T. Shorin
Title: Chairman, Chief Executive Officer
          and President















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