EXECUTION VERSION


                             THE TOPPS COMPANY, INC.
                            2001 STOCK INCENTIVE PLAN
                   (Amended and Restated as of June 30, 2005)



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;

     (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);



                                       1
<PAGE>

     (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
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.


                                       2

<PAGE>

     (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
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;  provided,  however, that the Company shall
not,  directly  or  indirectly,  extend or maintain  credit,  or arrange for the
extension  of credit,  in the form of a personal  loan to or for any director or
executive officer of the Company, under (iv) above or otherwise, in violation of
Section 402 of the Sarbanes-Oxley Act of 2002.

     (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.


                                       3
<PAGE>

     (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
periods set forth  below and no vesting  shall occur  following  termination  of
employment or service with the Company. All unvested Options and SARs held by an
Optionee at the time of  termination  of  employment or 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  employment or service with the Company by the Company for
Cause  (as  defined  below).  In  the  event  of  an  Optionee's  (i)  voluntary
resignation  from  employment or service with the Company,  (ii)  termination of
employment  or service by the Company  without  Cause,  or (ii)  termination  of
employment  or service by the  Company on account of  disability  (as defined in
Section  22(e)(3) of the Code),  the Options and/or SARs held by such individual
which were otherwise  exercisable on the date of such  termination  shall remain
exercisable for a period of three months following such voluntary resignation or
termination by the Company  without Cause and for a period of one year following
such termination on account of a disability,  and thereafter shall expire unless
exercised  by such  individual  within  such  three-month  or  one-year  period;
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 such termination shall remain exercisable for a period of two years following
the date of termination by such retirement and thereafter  shall expire.  In the
case of the death of an Optionee (i) while in the  employment  or service of the
Company, (ii) within three months following termination of employment or service
with the Company by voluntary  resignation or termination by the Company without
Cause,  (iii) within one year  following a termination  of employment or service
with the Company on account of  disability,  or (iv) 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.  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,


                                       4

<PAGE>

however,  shall any Option or SAR be exercisable after 10 years from the date it
was granted.  For  purposes of the Plan "Cause"  shall mean that an Optionee has
(i) refused or repeatedly failed to perform the duties assigned to him/her; (ii)
engaged in a willful or  intentional  act that has the  effect of  injuring  the
reputation or business of the Company in any material respect; (iii) continually
or  repeatedly  been absent from the Company,  unless due to serious  illness or
disability;  (iv) used illegal drugs or been  impaired due to other  substances;
(v) been  convicted of any felony;  (vi)  committed an act of gross  misconduct,
fraud,  embezzlement  or theft against the Company;  (vii) engaged in any act of
such  extreme  nature that the Company  determines  to be grounds for  immediate
dismissal,  including,  but not limited to harassment  of any nature;  or (viii)
violated a material company policy;  provided,  however, that following a Change
in Control, a termination  pursuant to clause (i) shall be for Cause only if the
Optionee's refusal or repeated failure to perform the duties assigned to him/her
were willful and deliberate on the Optionee's  part or committed in bad faith or
without reasonable belief that such refusal or failure was in the best interests
of the Company.  The determination of whether any conduct,  action or failure to
act on the part of any  Optionee  constitutes  Cause  shall be made by the Chief
Executive Officer of the Company in his sole discretion; provided, however, that
following a Change in Control,  any such  determination  by the Chief  Executive
Officer  of  the  Company  shall  be  approved  by  the  Company's   successor's
Compensation Committee.  For the sake of clarity, the provisions of this Section
5(h) (as amended and  restated as of June 30,  2005) shall apply only to Options
and SARs granted on and after June 30, 2005.


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.


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.


                                       5
<PAGE>

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.

     (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.


                                       6

<PAGE>

     (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.

     (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.

     (g)  Automatic Grant to Non-Employee  Directors.  Each year, on the date of
          the Company's Annual Meeting of Stockholders  (the "Annual  Meeting"),
          commencing  with the Annual  Meeting on June 26, 2003,  each member of
          the Board who is not an employee of the Company shall be automatically
          granted  a number  of  shares of  Restricted  Stock  equal to  $20,000
          divided by the Fair Market  Value of one share of Common  Stock on the
          date of the Annual  Meeting  (rounded down to the nearest whole share)
          (the "Non-Employee  Director Award"). The Non-Employee  Director Award
          shall be unvested and restricted on the date of grant and shall remain
          unvested and  restricted  during a  Restricted  Period that shall last
          (subject to full  vesting  upon a Change in Control)  from the date of
          grant until the date of the next regularly  scheduled  Annual Meeting,
          provided  that if the next  Annual  Meeting  is not  scheduled  within


                                       7
<PAGE>

          thirteen months of the date of grant, such Non-Employee Director Award
          shall  vest on the date that is one year  following  the date of grant
          (in either case, the  "Non-Employee  Director  Vesting Date").  Unless
          otherwise  determined by the Committee and set forth in the Restricted
          Stock  Agreement  between  the  Company  and the  Holder,  during  the
          Restricted   Period,   the   Non-Employee   Director  Award  shall  be
          nontransferable  and subject to  forfeiture  upon  termination  of the
          Holder's  director  status  for  any  reason  prior  to the end of the
          Restricted  Period.  Subject  to  earlier  vesting  upon a  Change  in
          Control,  each Non-Employee Director Award shall fully vest and become
          transferable  and no longer  subject  to  forfeiture  on and after the
          Non-Employee Director Vesting Date.


9. Change in Control.

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

          Unless a 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;

          (b)  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; or

          (c) The Company sells or otherwise disposes of or transfers (A) all or
     substantially  all of its assets or (B) assets  constituting one or more of
     the Company's  main lines of business  (such as the  confectionary  line of
     business or the  entertainment  line of business),  in either case (whether
     through a direct sale of assets or through a reorganization  of such assets
     into a  wholly-owned  subsidiary of the Company  followed by a sale of such
     subsidiary)  to any other company or legal entity,  and as a result of such
     sale or other  disposition  or transfer of assets,  less than a majority of
     the combined voting power of the then-outstanding  securities of such other
     company  or other  legal  entity,  to which  such  assets  are being  sold,
     disposed or transferred  to,  immediately  after such sale,  disposition or
     transfer is held  directly or indirectly in the aggregate by the holders of
     voting  securities of the Company  immediately  prior to such sale or other
     disposition or transfer (including voting securities issuable upon exercise
     or  conversion  of  options,  warrants  or  other  securities  or  rights);
     provided,  however that a sale or other  disposition  or transfer of assets
     pursuant  to clause (B) above shall only  constitute  a "Change in Control"
     with respect to those employees  whose  employment with the Company and all
     its  affiliates  terminates  as a  direct  result  of such  sale  or  other
     disposition or transfer.


                                       8

<PAGE>

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.

          (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.


                                       9
<PAGE>

          (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. Nontrasferability.

          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.


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.


                                       10
<PAGE>

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.


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, and amended and
restated as of June 26, 2003, and further
amended and restated as of June 30, 2005



By:     /s/ Catherine K. Jessup
      ---------------------------
            Catherine K. Jessup

Title: Vice President-Chief Financial Officer and Treasurer


                                       11