AMENDED AND RESTATED
                         SUPPLEMENTAL PENSION AGREEMENT



     AMENDED AND RESTATED  SUPPLEMENTAL  PENSION  AGREEMENT  (the  "Agreement"),
effective  as of the 1st day of June,  2001,  by and between THE TOPPS  COMPANY,
INC., a Delaware  corporation (the "Company"),  and ARTHUR T. SHORIN, a resident
of New York (the "Executive").

     WHEREAS,  the  Executive  and the  Company  are  parties to a  Supplemental
Pension  Agreement,  dated May 19,  1986,  as amended by certain  provisions  of
Executive's  Amended  and  Restated  Employment  Agreement,  dated March 1, 1999
(collectively, the "Original Agreement");

     WHEREAS,  the  Executive  and the  Company  wish to amend and  restate  the
Original Agreement and incorporate all of the terms into a single document;

     NOW, THEREFORE,  the parties hereto agree that the Original Agreement shall
be amended and restated in its entirety to provide as follows:

     Section 1. Benefits

     (a) Supplemental Retirement Benefit. On the Date of Termination (as defined
in the Amended and  Restated  Employment  Agreement  between the Company and the
Executive, dated concurrently with this Agreement (the "Employment Agreement")),
the Executive shall be entitled to receive, and the Company shall provide to the
Executive, or his Beneficiary,  as applicable, a supplemental retirement benefit
equal  to the  greater  of:  (i) his  Actual  Service  Benefit  (as  defined  in
subsection  1(b)  hereof),  or (ii) his Age 65 Benefit (as defined in subsection
1(c) hereof)  increased to its  Actuarial  Equivalent  (as defined in subsection
1(g) hereof) value from the Executive's attainment of age 65 ("Normal Retirement
Age")  until  his  Date of  Termination.  The  supplemental  retirement  benefit
determined  hereunder shall be paid to the Executive in the form of an Actuarial
Equivalent  single lump sum payment within the number of days following the Date
of Termination  and in the manner  prescribed by the Employment  Agreement.  For
purposes of determining the amount required to be contributed to the Rabbi Trust
for any fiscal year of the Company pursuant to Section 3 hereof, the Executive's
accrued supplemental retirement benefit ("Accrued Benefit") as of the end of the
calendar year which ends within such fiscal year ("Date of Determination") shall
be the  benefit  to which the  Executive  would  have been  entitled  under this
subsection  1(a)  hereof had his Date of  Termination  occurred on the January 1
immediately  following  the  Date of  Determination,  and  had  his  termination
occurred  on  account  of  Retirement   under  the  Employment   Agreement  (but
disregarding any requirement under the Employment Agreement that he retire as of
a date that is later than the Date of Determination).




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     (b) Actual Service Benefit. For purposes of this Agreement, the Executive's
"Actual  Service  Benefit"  shall mean the excess of (A) minus (B), where (A) is
equal to the normal  retirement  benefit,  in the form of a single life annuity,
that would be  payable to the  Executive  on his Date of  Termination  under the
terms of The Topps Company,  Inc.  Retirement Plan, subject to the last sentence
of  subsection  1(e)  hereof,  as most  recently  amended  prior  to the Date of
Termination (the "Retirement  Plan"),  but (i) determined  without regard to any
Statutory  Limits  (as  defined in  subsection  1(d)  hereof) or any  retirement
benefit offset attributable to amounts described in Schedule B of the Retirement
Plan,  and (ii)  determined on the basis of the  Executive's  actual service and
compensation credited under the Retirement Plan through the Date of Termination,
plus  any  additional  service  and  compensation  (including  any  payments  of
severance)  that are  required  to be taken into  account  under the  Employment
Agreement for purposes of determining  the Executive's  Actual Service  Benefit,
and (B) is equal to the  Executive's  Qualified  Plan  Benefit  (as  defined  in
subsection 1(f) hereof) determined as of his Date of Termination.

     (c) Age 65 Benefit. For purposes of this Agreement, the Executive's "Age 65
Benefit"  shall  mean the  excess  of (A) minus  (B),  where (A) is equal to the
normal retirement benefit,  in the form of a single life annuity,  that would be
payable to the Executive as of his Normal  Retirement Age under the terms of the
Retirement  Plan, but determined  without regard to any Statutory  Limits or any
retirement benefit offset attributable to amounts described in Schedule B of the
Retirement  Plan,  and (B) is equal to the  Executive's  Qualified  Plan Benefit
determined as of his Normal Retirement Age.

     (d) Statutory Limits.  For purposes of this Agreement,  the term "Statutory
Limits"  shall mean any current or future  statutory  or  regulatory  limitation
relating to the maximum  permissible  benefits,  compensation  or similar factor
that may be taken into account when determining the retirement benefits that may
be paid from the  Retirement  Plan by reason of the Employee  Retirement  Income
Security  Act of 1974,  as amended,  or the Internal  Revenue  Code of 1986,  as
amended (the "Code"),  including, but not limited to, the limitations imposed by
Section 401(a)(17) of the Code and Section 415 of the Code.

     (e) Other  Limits.  Notwithstanding  anything  herein to the  contrary,  in
determining the Executive's Actual Service Benefit and his Age 65 Benefit,  such
benefit shall be determined  without  regard to any amount paid to the Executive
as an "extension bonus" pursuant to the terms of the Employment  Agreement,  and
without taking into account any income that is attributable to any stock options
or stock appreciations  rights granted to the Executive,  or income attributable
to fringe  benefits or  executive  perquisites.  Without the  Executive's  prior
written  consent,  no amendment  of the  Retirement  Plan after its  restatement
effective as of February 27, 2000 shall be taken into account if it would reduce
the aggregate  value,  on the day prior to the amendment,  of the Qualified Plan
Benefit and the benefit otherwise payable to the Executive under this Agreement

     (f)  Qualified  Plan  Benefit.  For  purposes of this  Agreement,  the term
"Qualified  Plan  Benefit"  shall  mean the sum of:  (i) the  normal  retirement
benefit, in the form of a single life annuity,  that is payable to the Executive
under the terms of the  Retirement  Plan as of any relevant  date,  and (ii) the
benefits  that are payable to the Executive in the form of a single life annuity
as described in Schedule B of the Retirement Plan as of any relevant date.

     (g)  Actuarial  Equivalent.  For  purposes  of  this  Agreement,  the  term
"Actuarial  Equivalent" shall have the meaning ascribed to that term in Schedule
A of the Retirement Plan.





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     Section 2. Taxes

     The Company shall deduct from all amounts  payable under this Agreement all
federal,  state,  local and other  taxes  required  by law to be  withheld  with
respect to such payments.

     Section 3. Funding of Benefits

          (i) To provide  funding for the Executive's  benefits,  an irrevocable
     "rabbi" trust was  established on May 20, 1993 with Sanford B.  Ehrenkranz,
     Esq.  serving as trustee  (the "Rabbi  Trust").  Such Rabbi Trust  includes
     provisions that limit access of the Company and the Company's  creditors to
     assets held thereunder,  to the maximum extent permitted without giving the
     Executive  rights  that are  greater  than  those of an  unsecured  general
     creditor  of  the  Company,  so  that  the  Executive  is  in no  event  in
     constructive  receipt of income with respect to assets held under the Rabbi
     Trust, under prevailing ruling standards of the Internal Revenue Service as
     in effect from time to time during the term of this  Agreement.  Consistent
     with the terms of the Original  Agreement,  the Company shall continue make
     an annual  cash  contribution  to the Rabbi  Trust  prior to the end of the
     current  and  each  succeeding  fiscal  year of the  Company  in an  amount
     sufficient  to fully  fund the  present  value of the  Executive's  Accrued
     Benefit as of the end of the  calendar  year which ends  within such fiscal
     year,  based on the lump sum amount that would have been  distributable  to
     the Executive,  assuming the Date of Termination had occurred on such date.
     The  Company  shall  provide   annual   written  notice  to  the  Executive
     identifying  the assets  held under the Rabbi  Trust and  stating  the fair
     market  value  thereof  within 45 days after the making of each such annual
     contribution. The amount to be contributed from time to time shall be based
     on an actuarial valuation of the Executive's Accrued Benefit prepared by an
     independent  actuary of a major  actuarial  consulting firm selected by the
     Executive  and  agreeable  to the Company and the fair market  value of the
     assets held under such trust as of the end of the  calendar  year for which
     such  contribution is being made. The trustee shall be instructed to invest
     trust assets in a reasonable,  prudent and conservative  manner  consistent
     with the preservation of trust corpus.

          (ii) Actuarial  assumptions used for determining actuarial equivalence
     of benefits and the present value of the Executive's  Accrued Benefit shall
     be consistent  with those used in  calculating  lump sum payments under the
     Company's Retirement Plan.

          (iii)  The  parties  hereto  agree  that this  Agreement  shall not be
     amended or  terminated  without the  Executive's  and the  Company's  prior
     written  consent  and  that  all of the  Executive's  benefits  thereunder,
     whether now or hereafter  accrued,  are fully vested and may not be reduced
     or eliminated  for any reason,  notwithstanding  any contrary  provision of
     this Agreement, without the Executive's prior written consent.

          Section 4. Beneficiaries

     In the event of the  Executive's  death prior to completion of the lump sum
distribution  required to be paid under subsection 1(a) hereof,  the Executive's
supplemental retirement benefit shall in all events be paid in a single lump sum
payment to his beneficiary or beneficiaries named in the most recent Beneficiary
designation filed with the Company prior to his date of death (collectively, his
"Beneficiary"). If no such election has been filed, the Executive's supplemental
retirement benefit shall be paid to his estate.




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     Section 5. Successors

     This  Agreement is personal to the  Executive and without the prior written
consent of the Company shall not be assignable by the Executive  otherwise  than
by will or the laws of descent and  distribution.  This Agreement shall inure to
the benefit of and be enforceable by the Executive's legal representatives. This
Agreement  shall inure to the benefit of and be binding upon the Company and its
successors  and  assigns.  Unless  otherwise  occurring by operation of law, the
Company will require any  successor  (whether  direct or indirect,  by purchase,
merger,  consolidation or otherwise) to all or substantially all of the business
and/or  assets of the Company (a  "Successor  Company") to assume  expressly and
agree to perform  this  Agreement in the same manner and to the same extent that
the Company would be required to perform if no such  succession had taken place;
provided,  however,  that no such  succession  shall  relieve the Company of its
obligations  hereunder  unless the  assumption of this  Agreement by a Successor
Company is approved in writing by the Executive.

     Section 6. Governing Law

     The  validity,   interpretation,   construction  and  performance  of  this
Agreement shall be governed by the laws of the State of Delaware  without giving
effect to the conflict of laws principles thereof.

     Section 7. Entire Agreement

     Except as provided in the  Employment  Agreement,  the parties hereto agree
that this  Agreement  contains the entire  understanding  and agreement  between
them, and supersedes all prior understandings and agreements between the parties
respecting the  supplemental  pension  benefits of the Executive,  in including,
without limitation, the Original Agreement.

     Section 8. Counterparts

     This Agreement may be executed in one or more  counterparts,  each of which
shall be deemed to be an original but all of which together will  constitute one
and the same instrument.

                                      * * *





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     IN WITNESS WHEREOF,  the Company has caused its name to be ascribed to this
Agreement by its duly authorized  representative  and the Executive has executed
this Agreement as of the date and the year first above written.


                                                THE TOPPS COMPANY, INC.



                                                By:   / C. Jessup/
                                                    -------------------
                                                Name: Catherine Jessup
                                                Title: Vice President - Chief
                                                        Financial Officer


                                                     /A. T. Shorin/
                                                ---------------------------
                                                Arthur T. Shorin, Executive










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