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                                                                    Exhibit 4(a)

                                   TOO, INC.

                          SECOND AMENDED AND RESTATED
               1999 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN
   (Amended by the Board of Directors on May 10, 2000 and February 15, 2001)


                                    ARTICLE 1

                            Establishment and Purpose

     Section 1.1.  Establishment and Effective Date. Too, Inc., a Delaware
corporation (the "Company"), hereby establishes a stock incentive plan to be
known as the "Too, Inc. 1999 Stock Option and Performance Incentive Plan" (the
"Plan"). The Plan shall become effective on the date The Limited, Inc.
distributes (the "Distribution") to its shareholders the Company's common stock,
par value $.01 per share (the "Common Stock").

     Section 1.2.  Purpose. The Company desires to attract and retain the best
available executive and key management associates for itself and its
subsidiaries and to encourage the highest level of performance by such
associates in order to serve the best interests of the Company and its
stockholders. The Plan is expected to contribute to the attainment of these
objectives by offering eligible associates the opportunity to acquire stock
ownership interests in the Company, and other rights with respect to stock of
the Company, and to thereby provide them with incentives to put forth maximum
efforts for the success of the Company and its subsidiaries.

                                   ARTICLE 2

                                     Awards

     Section 2.1. Form of Awards. Awards under the Plan may be granted in any
one or all of the following forms: (i) incentive stock options ("Incentive Stock
Options") meeting the requirements of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"); (ii) nonstatutory stock options ("Nonstatutory
Stock Options") (unless otherwise indicated, references in the Plan to "Options"
shall include both Incentive Stock Options and Nonstatutory Stock Options);
(iii) stock appreciation rights ("Stock Appreciation Rights"), as described in
Article 7, which may be awarded either in tandem with Options ("Tandem Stock
Appreciation Rights") or on a stand-alone basis ("Nontandem Stock Appreciation
Rights"); (iv) shares of Common Stock which are restricted as provided in
Article II ("Restricted Shares"); (v) units representing shares of Common Stock,
as described in Article 12 ("Performance Shares"); (vi) units which do not
represent shares of Common Stock but which may be paid in the form of Common
Stock, as described in Article 13 ("Performance Units"); (vii) shares of
unrestricted Common Stock ("Unrestricted Shares"); and (viii) tax offset
payments ("Tax Offset Payments"), as described in Article 15.

     Section 2.2. Maximum Shares Available. The maximum aggregate number of
shares of Common Stock available for award under the Plan is 5,150,000 subject
to adjustment pursuant to Article 16. In addition, Tax Offset Payments which may
be awarded under the Plan will not exceed the number of shares available for
issuance under the Plan. Shares of Common Stock issued pursuant to the Plan may
be either authorized but unissued shares or issued shares reacquired by the
Company. In the event that prior to the end of the period during which Options
may be granted under the Plan, any Option or any Nontandem Stock Appreciation
Right under the Plan expires unexercised or is terminated, surrendered or
canceled (other than in connection with the exercise of a Stock Appreciation
Right) without being exercised in whole or in part for any reason, or any
Restricted Shares, Performance Shares or Performance Units are forfeited, or if
such awards are settled in cash in lieu of shares of Common Stock, then such
shares or units may, at the discretion of the Committee (as defined below) to
the extent permissible under Rule 16b-3 under the Securities Exchange Act of
1934 (the "Act"), be made available for subsequent awards under the Plan, upon
such terms as the Committee may determine.

     Section 2.3. Return of Prior Awards. As a condition to any subsequent
award, the Committee shall have the right, at its discretion, to require
associates to return to the Company awards previously granted under this Plan.
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Subject to the provisions of this Plan, such new award shall be upon such terms
and conditions as are specified by the Committee at the time the new award is
granted to the extent permitted by Rule 16b-3 under the Act.

                                   ARTICLE 3

                                Administration

     Section 3.1. Committee. The Plan shall be administered by a Committee (the
"Committee") appointed by the Board and consisting of not less than two (2)
members of the Board. Each member of the Committee shall be an "outside
director" (within the meaning of Section 162(m) of the Code) and a "non-employee
director" (within the meaning of Rule l6b-3(b)(3)(i) under the Act).

     Section 3.2. Powers of Committee. Subject to the express provisions of the
Plan, the Committee shall have the power and authority (i) to grant Options and
to determine the purchase price of the Common Stock covered by each Option, the
term of each Option, the number of shares of Common Stock to be covered by each
Option and any performance objectives or vesting standards applicable to each
Option; (ii) to designate Options as Incentive Stock Options or Nonstatutory
Stock Options and to determine which Options, if any, shall be accompanied by
Tandem Stock Appreciation Rights; (iii) to grant Tandem Stock Appreciation
Rights and Nontandem Stock Appreciation Rights and to determine the terms and
conditions of such rights; (iv) to grant Restricted Shares and to determine the
term of the restricted period and other conditions and restrictions applicable
to such shares; (v) to grant Performance Shares and Performance Units and to
determine the performance objectives, performance periods and other conditions
applicable to such shares or units; (vi) to grant Unrestricted Shares; (vii) to
determine the amount of, and to make, Tax Offset Payments; and (viii) to
determine the associates to whom, and the time or times at which, Options, Stock
Appreciation Rights, Restricted Shares, Performance Shares, Performance Units
and Unrestricted Shares shall be granted.

     Section 3.3. Delegation. The Committee may delegate to one or more of its
members or to any other person or persons such ministerial duties as it may deem
advisable; provided, however, that the Committee may not delegate any of its
responsibilities hereunder if such delegation will cause (i) transactions under
the Plan to fail to comply with Section 16 of the Act or (ii) the Committee to
fail to qualify as "outside directors" under Section 162(m) of the Code. The
Committee may also employ attorneys, consultants, accountants or other
professional advisors and shall be entitled to rely upon the advice, opinions or
valuations of any such advisors.

     Section 3.4. Interpretations. The Committee shall have sole discretionary
authority to interpret the terms of the Plan, to adopt and revise rules,
regulations and policies to administer the Plan and to make any other factual
determinations which it believes to be necessary or advisable for the
administration of the Plan. All actions taken and interpretations and
determinations made by the Committee in good faith shall be final and binding
upon the Company, all associates who have received awards under the Plan and all
other interested persons.

     Section 3.5. Liability; Indemnification. No member of the Committee, nor
any person to whom duties have been delegated, shall be personally liable for
any action, interpretation or determination made with respect to the Plan or
awards made thereunder, and each member of the Committee shall be fully
indemnified and protected by the Company with respect to any liability he or she
may incur with respect to any such action, interpretation or determination, to
the extent permitted by applicable law and to the extent provided in the
Company's Certificate of Incorporation and Bylaws, as amended from time to time.


                                   ARTICLE 4

                                  Eligibility

     Awards shall be limited to executive and key management associates who are
regular, full-time associates of the Company and its present and future
subsidiaries. In determining the associates to whom awards shall be granted and
the number of shares to be covered by each award, the Committee shall take into
account the nature of the services rendered by such associates, their present
and potential contributions to the success of the Company and its subsidiaries
and such other factors as the Committee in its sole discretion shall deem
relevant. As used in this Plan, the term "subsidiary" shall mean any corporation
which at the time qualifies as a subsidiary of the Company under the definition
of "subsidiary corporation" set forth in Section 424(f) of the Code, or any
successor provision
<PAGE>

hereafter enacted. No associate may be granted in any calendar year awards
covering more than 1,100,000 shares of Common Stock.

                                   ARTICLE 5

                                 Stock Options

     Section 5.1. Grant of Options. Options may be granted under this Plan for
the purchase of shares of Common Stock. Options shall be granted in such form
and upon such terms and conditions, including the satisfaction of corporate or
individual performance objectives and other vesting standards, as the Committee
shall from time to time determine.

     Section 5.2. Option Price. The option price of each Option to purchase
Common Stock shall be determined by the Committee at the time of the grant, but
shall not be less than 100 percent of the fair market value of the Common Stock
subject to such Option at the time of grant. The option price so determined
shall also be applicable in connection with the exercise of any Tandem Stock
Appreciation Right granted with respect to such Option. The exercise price of an
option previously granted under the Plan shall not thereafter be reduced other
than pursuant to the provisions of Article 17 or Article 18.

     Section 5.3. Term of Options. The term of each Option granted under the
Plan shall not exceed ten (10) years from the date of grant, subject to earlier
termination as provided in Articles 9 and 10, except as otherwise provided in
Section 6.1 with respect to ten (10) percent stockholders of the Company.

     Section 5.4. Exercise of Options. An Option may be exercised, in whole or
in part, at such time or times as the Committee shall determine. The Committee
may, in its discretion, accelerate the exercisability of any Option at any time.
Options may be exercised by an associate by giving written notice to the
Committee stating the number of shares of Common Stock with respect to which the
Option is being exercised and tendering payment therefor. Payment for the Common
Stock issuable upon exercise of the Option shall be made in full in cash or by
certified check or, if the Committee, in its sole discretion, permits, in shares
of Common Stock (valued at fair market value on the date of exercise). As soon
as reasonably practicable following such exercise, a certificate representing
the shares of Common Stock purchased, registered in the name of the associate,
shall be delivered to the associate.

     Section 5.5. Cancellation of Stock Appreciation Rights. Upon exercise of
all or a portion of an Option, the related Tandem Stock Appreciation Rights
shall be canceled with respect to an equal number of shares of Common Stock.

                                   ARTICLE 6

              Special Rules Applicable to Incentive Stock Options

     Section 6.1. Ten Percent Stockholder. Notwithstanding any other provision
of this Plan to the contrary, no associate may receive an Incentive Stock Option
under the Plan if such associate, at the time the award is granted, owns (after
application of the rules contained in Section 424(d) of the Code) stock
possessing more than ten (10) percent of the total combined voting power of all
classes of stock of the Company or its subsidiaries, unless (i) the option price
for such Incentive Stock Option is at least 110 percent of the fair market value
of the Common Stock subject to such Incentive Stock Option on the date of grant
and (ii) such Option is not exercisable after the date five (5) years from the
date such Incentive Stock Option is granted.

     Section 6.2. Limitation on Grants. The aggregate fair market value
(determined with respect to each Incentive Stock Option at the time such
Incentive Stock Option is granted) of the shares of Common Stock with respect to
which Incentive Stock Options are exercisable for the first time by an associate
during any calendar year (under this Plan or any other plan of the Company or a
subsidiary) shall not exceed $100,000.

     Section 6.3. Limitations on Time of Grant. No grant of an Incentive Stock
Option shall be made under this Plan more than ten (10) years after the earlier
of the date of adoption of the Plan by the Board or the date the Plan is
approved by stockholders.
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                                   ARTICLE 7

                           Stock Appreciation Rights

     Section 7.1. Grants of Stock Appreciation Rights. Tandem Stock Appreciation
Rights may be awarded by the Committee in connection with any Option granted
under the Plan, either at the time the Option is granted or thereafter at any
time prior to the exercise, termination or expiration of the Option. Nontandem
Stock Appreciation Rights may also be granted by the Committee at any time. At
the time of grant of a Nontandem Stock Appreciation Right, the Committee shall
specify the number of shares of Common Stock covered by such right and the base
price of shares of Common Stock to be used in connection with the calculation
described in Section 7.04 below. The base price of a Nontandem Stock
Appreciation Right shall be not less than 100 percent of the fair market value
of a share of Common Stock on the date of grant. Stock Appreciation Rights shall
be subject to such terms and conditions not inconsistent with the other
provisions of this Plan as the Committee shall determine.

     Section 7.2. Limitations on Exercise. A Tandem Stock Appreciation Right
shall be exercisable only to the extent that the related Option is exercisable
and shall be exercisable only for such period as the Committee may determine
(which period may expire prior to the expiration date of the related Option).
Upon the exercise of all or a portion of Tandem Stock Appreciation Rights, the
related Option shall be canceled with respect to an equal number of shares of
Common Stock. Shares of Common Stock subject to Options, or portions thereof,
surrendered upon exercise of a Tandem Stock Appreciation Right, shall not be
available for subsequent awards under the Plan. A Nontandem Stock Appreciation
Right shall be exercisable during such period as the Committee shall determine.

     Section 7.3. Surrender or Exchange of Tandem Stock Appreciation Rights. A
Tandem Stock Appreciation Right shall entitle the associate to surrender to the
Company unexercised the related option, or any portion thereof, and to receive
from the Company in exchange therefor that number of shares of Common Stock
having an aggregate fair market value equal to (A) the excess of (i) the fair
market value of one (1) share of Common Stock as of the date the Tandem Stock
Appreciation Right is exercised over (ii) the option price per share specified
in such Option, multiplied by (B) the number of shares of Common Stock subject
to the Option, or portion thereof, which is surrendered. Cash shall be delivered
in lieu of any fractional shares.

     Section 7.4. Exercise of Nontandem Stock Appreciation Rights. The exercise
of a Nontandem Stock Appreciation Right shall entitle the associate to receive
from the Company that number of shares of Common Stock having an aggregate fair
market value equal to (A) the excess of (i) the fair market value of one (1)
share of Common Stock as of the date on which the Nontandem Stock Appreciation
Right is exercised over (ii) the base price of the shares covered by the
Nontandem Stock Appreciation Right, multiplied by (B) the number of shares of
Common Stock covered by the Nontandem Stock Appreciation Right, or the portion
thereof being exercised. Cash shall be delivered in lieu of any fractional
shares.

     Section 7.5. Settlement of Stock Appreciation Rights. As soon as is
reasonably practicable after the exercise of a Stock Appreciation Right, the
Company shall (i) issue, in the name of the associate, stock certificates
representing the total number of full shares of Common Stock to which the
associate is entitled pursuant to Section 7.03 or 7.04 hereof, and cash in an
amount equal to the fair market value, as of the date of exercise, of any
resulting fractional shares, and (ii) if the Committee causes the Company to
elect to settle all or part of its obligations arising out of the exercise of
the Stock Appreciation Right in cash pursuant to Section 7.06, deliver to the
associate an amount in cash equal to the fair market value, as of the date of
exercise, of the shares of Common Stock it would otherwise be obligated to
deliver.

     Section 7.6. Cash Settlement. The Committee, in its discretion, may cause
the Company to settle all or any part of its obligation arising out of the
exercise of a Stock Appreciation Right by the payment of cash in lieu of all or
part of the shares of Common Stock it would otherwise be obligated to deliver in
an amount equal to the fair market value of such shares on the date of exercise.

                                   ARTICLE 8

          Nontransferability of Options and Stock Appreciation Rights

     No Option or Stock Appreciation Right may be transferred, assigned, pledged
or hypothecated (whether by operation of law or otherwise), except as provided
by will or the applicable laws of descent and distribution, and no Option or
Stock Appreciation Right shall be subject to execution, attachment or similar
process. Any attempted assignment, transfer, pledge, hypothecation or other
disposition of an Option or a Stock Appreciation Right not
<PAGE>

specifically permitted herein shall be null and void and without effect. An
Option or Stock Appreciation Right may be exercised by an associate only during
his or her lifetime, or following his or her death pursuant to Article 10.

                                   ARTICLE 9

                           Termination of Employment

     Section 9.1. Exercise after Termination of Employment. Except as the
Committee may at any time provide, in the event that the employment of an
associate to whom an Option or Stock Appreciation Right has been granted under
the Plan shall be terminated (for reasons other than death or total disability),
such Option or Stock Appreciation Right may be exercised (to the extent that the
associate was entitled to do so at the termination of his employment) at any
time within three (3) months after such termination of employment.

     Section 9.2. Total Disability. In the event that an associate to whom an
Option or Stock Appreciation Right has been granted under the Plan shall become
totally disabled, except as the Committee may at anytime provide, such Option or
Stock Appreciation Right may be exercised at any time during the first nine (9)
months that the associate receives benefits under the Company's Long-Term
Disability Plan (the "Disability Plan"). For purposes hereof, "total disability"
shall have the definition set forth in the Disability Plan, which definition is
hereby incorporated by reference.

                                  ARTICLE 10

                              Death of Associate

     If an associate to whom an Option or Stock Appreciation Right has been
granted under the Plan shall die while employed by the Company or one of its
subsidiaries or within three (3) months after the termination of such
employment, except as the Committee may at anytime provide, such Option or Stock
Appreciation Right may be exercised to the extent that the associate was
entitled to do so at the time of his or her death, by the associate's estate or
by the person who acquires the right to exercise such Option or Stock
Appreciation Right upon his or her death by bequest or inheritance. Such
exercise may occur at any time within one (1) year after the date of the
associate's death or such other period as the Committee may at anytime provide,
but in no case later than the date on which the Option or Stock Appreciation
Right terminates.

                                  ARTICLE 11

                               Restricted Shares

     Section 11.1. Grant of Restricted Shares. The Committee may from time to
time cause the Company to grant Restricted Shares under the Plan to associates,
subject to such restrictions, conditions and other terms as the Committee may
determine.

     Section 11.2. Restrictions. At the time a grant of Restricted Shares is
made, the Committee shall establish a period of time (the "Restricted Period")
applicable to such Restricted Shares. Each grant of Restricted Shares may be
subject to a different Restricted Period. The Committee may, in its sole
discretion, at the time a grant is made, prescribe restrictions in addition to
or other than the expiration of the Restricted Period, including the
satisfaction of corporate or individual performance objectives, which shall be
applicable to all or any portion of the Restricted Shares. Except with respect
to grants of Restricted Shares intended to qualify as performance based
compensation for purposes of Section 162(m) of the Code, the Committee may also,
in its sole discretion, shorten or terminate the Restricted Period or waive any
other restrictions applicable to all or a portion of such Restricted Shares.
None of the Restricted Shares may be sold, transferred, assigned, pledged or
otherwise encumbered or disposed of during the Restricted Period or prior to the
satisfaction of any other restrictions prescribed by the Committee with respect
to such Restricted Shares.

     Section 11.3. Restricted Stock Certificates. If the Committee deems it
necessary or appropriate, the Company may issue, in the name of each associate
to whom Restricted Shares have been granted, stock certificates representing the
total number of Restricted Shares granted to the associate, provided that such
certificates bear an appropriate legend or other restriction on transfer. The
Secretary of the Company shall hold such certificates, properly endorsed for
transfer, for the associate's benefit until such time as the Restricted Shares
are forfeited to the Company, or the restrictions lapse.
<PAGE>

     Section 11.4. Rights of Holders of Restricted Shares. Except as determined
by the Committee either at the time Restricted Shares are awarded or any time
thereafter prior to the lapse of the restrictions, holders of Restricted Shares
shall not have the right to vote such shares or the right to receive any
dividends with respect to such shares. All distributions, if any, received by an
associate with respect to Restricted Shares as a result of any stock split-up,
stock distribution, a combination of shares, or other similar transaction shall
be subject to the restrictions of this Article 11.

     Section 11.5. Forfeiture. Except as the Committee may at any time provide,
any Restricted Shares granted to an associate pursuant to the Plan shall be
forfeited if the associate terminates employment with the Company or its
subsidiaries prior to the expiration or termination of the Restricted Period and
the satisfaction of any other conditions applicable to such Restricted Shares.
Upon such forfeiture, the Secretary of the Company shall either cancel or retain
in its treasury the Restricted Shares that are forfeited to the Company.

     Section 11.6. Delivery of Restricted Shares. Upon the expiration or
termination of the Restricted Period and the satisfaction of any other
conditions prescribed by the Committee, the restrictions applicable to the
Restricted Shares shall lapse and a stock certificate for the number of
Restricted Shares with respect to which the restrictions have lapsed shall be
delivered, free of all such restrictions, to the associate or the associate's
beneficiary or estate, as the case may be.

     Section 11.7. Performance-based Objectives. At the time of the grant of
Restricted Shares to an associate, and prior to the beginning of the performance
period to which performance objectives relate, the Committee may establish
performance objectives based on any one or more of the following: price of
Company Common Stock or the stock of any affiliate, shareholder return, return
on equity, return on investment, return on capital, sales productivity,
comparable store sales growth, economic profit, economic value added, net
income, operating income, gross margin, sales, free cash flow, earnings per
share, operating company contribution or market share. These factors shall have
a minimum performance standard below which, and a maximum performance standard
above which, no payments will be made. These performance goals may be based on
an analysis of historical performance and growth expectations for the business,
financial results of other comparable businesses, and progress towards achieving
the long-range strategic plan for the business. These performance goals and
determination of results shall be based entirely on financial measures. The
Committee may not use any discretion to modify award results except as permitted
under Section 162(m) of the Code.

                                  ARTICLE 12

                              Performance Shares

     Section 12.1. Award of Performance Shares. For each Performance Period (as
defined in Section 12.2), Performance Shares may be granted under the Plan to
such associates of the Company and its subsidiaries as the Committee shall
determine. Each Performance Share shall be deemed to be equivalent to one (1)
share of Common Stock. Performance Shares granted to an associate shall be
credited to an account (a "Performance Share Account") established and
maintained for such associate.

     Section 12.2. Performance Period. "Performance Period" shall mean such
period of time as shall be determined by the Committee in its sole discretion.
Different Performance Periods may be established for different associates
receiving Performance Shares. Performance Periods may run consecutively or
concurrently.

     Section 12.3. Right to Payment of Performance Shares. With respect to each
award of Performance Shares under this Plan, the Committee shall specify
performance objectives (the "Performance Objectives") which must be satisfied in
order for the associate to vest in the Performance Shares which have been
awarded to him or her for the Performance Period. If the Performance Objectives
established for an associate for the Performance Period are partially but not
fully met, the Committee may, nonetheless, in its sole discretion, determine
that all or a portion of the Performance Shares have vested. If the Performance
Objectives for a Performance Period are exceeded, the Committee may, in its sole
discretion, grant additional, full vested Performance Shares to the associate.
The Committee may also determine, in its sole discretion, that Performance
Shares awarded to an associate shall become partially or fully vested upon the
associate's death, total disability (as defined in Article 9) or retirement, or
upon the termination of the associate's employment prior to the end of the
Performance Period.

     Section 12.4. Payment for Performance Shares. As soon as practicable
following the end of a Performance Period, the Committee shall determine whether
the Performance Objectives for the Performance Period have been achieved (or
partially achieved to the extent necessary to permit partial vesting at the
discretion of the
<PAGE>

Committee pursuant to Section 12.3). If the Performance Objectives for the
Performance Period have been exceeded, the Committee shall determine whether
additional Performance Shares shall be granted to the associate pursuant to
Section 12.3. As soon as reasonably practicable after such determinations, or at
such later date as the Committee shall determine at the time of grant, the
Company shall pay to the associate an amount with respect to each vested
Performance Share equal to the fair market value of a share of Common Stock on
such payment date or, if the Committee shall so specify at the time of grant, an
amount equal to (i) the fair market value of a share of Common Stock on the
payment date less (ii) the fair market value of a share of Common Stock on the
date of grant of the Performance Share. Payment shall be made entirely in cash,
entirely in Common Stock (including Restricted Shares) or in such combination of
cash and Common Stock as the Committee shall determine.

     Section 12.5. Voting and Dividend Rights. Except as the Committee may
otherwise provide, no associate shall be entitled to any voting rights, to
receive any dividends, or to have his or her Performance Share Account credited
or increased as a result of any dividends or other distribution with respect to
Common Stock. Notwithstanding the foregoing, within sixty (60) days from the
date of payment of a dividend by the Company on its shares of Common Stock, the
Committee, in its discretion, may credit an associate's Performance Share
Account with additional Performance Shares having an aggregate fair market value
equal to the dividend per share paid on the Common Stock multiplied by the
number of Performance Shares credited to his or her account at the time the
dividend was declared.

                                  ARTICLE 13

                               Performance Units

     Section 13.1. Award of Performance Units. For each Performance Period (as
defined in Section 12.2), Performance Units may be granted under the Plan to
such associates of the Company and its subsidiaries as the Committee shall
determine. The award agreement covering such Performance Units shall specify a
value for each Performance Unit or shall set forth a formula for determining the
value of each Performance Unit at the time of payment (the "Ending Value"). If
necessary to make the calculation of the amount to be paid to the associate
pursuant to Section 13.3, the Committee shall also state in the award agreement
the initial value of each Performance Unit (the "Initial Value"). Performance
Units granted to an associate shall be credited to an account (a "Performance
Unit Account") established and maintained for such associate.

     Section 13.2. Right to Payment of Performance Units. With respect to each
award of Performance Units under this Plan, the Committee shall specify
Performance Objectives which must be satisfied in order for the associate to
vest in the Performance Units which have been awarded to him or her for the
Performance Period. If the Performance Objectives established for an associate
for the Performance Period are partially but not fully met, the Committee may,
nonetheless, in its sole discretion, determine that all or a portion of the
Performance Units have vested. If the Performance Objectives for a Performance
Period are exceeded, the Committee may, in its sole discretion, grant
additional, fully vested Performance Units to the associate. The Committee may
also determine, in its sole discretion, that Performance Units awarded to an
associate shall become partially or fully vested upon the associate's death,
total disability (as defined in Article 9) or retirement, or upon the
termination of employment of the associate by the Company.

     Section 13.3. Payment for Performance Units. As soon as practicable
following the end of a Performance Period, the Committee shall determine whether
the Performance Objectives for the Performance Period have been achieved (or
partially achieved to the extent necessary to permit partial vesting at the
discretion of the Committee pursuant to Section 13.2). If the Performance
Objectives for the Performance Period have been exceeded, the Committee shall
determine whether additional Performance Units shall be granted to the associate
pursuant to Section 13.2. As soon as reasonably practicable after such
determinations, or at such later date as the Committee shall determine, the
Company shall pay to the associate an amount with respect to each vested
Performance Unit equal to the Ending Value of the Performance Unit or, if the
Committee shall so specify at the time of grant, an amount equal to (i) the
Ending Value of the Performance Unit less (ii) the Initial Value of the
Performance Unit. Payment shall be made entirely in cash, entirely in Common
Stock (including Restricted Shares) or in such combination of cash and Common
Stock as the Committee shall determine.
<PAGE>

                                  ARTICLE 14

                              Unrestricted Shares

     Section 14.1. Award of Unrestricted Shares. The Committee may cause the
Company to grant Unrestricted Shares to associates at such time or times, in
such amounts and for such reasons as the Committee, in its sole discretion,
shall determine. No payment shall be required for Unrestricted Shares.

     Section 14.2. Delivery of Unrestricted Shares. The Company shall issue, in
the name of each associate to whom Unrestricted Shares have been granted, stock
certificates representing the total number of Unrestricted Shares granted to the
associate, and shall deliver such certificates to the associate as soon as
reasonably practicable after the date of grant or on such later date as the
Committee shall determine at the time of grant.

                                  ARTICLE 15

                              Tax Offset Payments

     The Committee shall have the authority at the time of any award under this
Plan or anytime thereafter to make Tax Offset Payments to assist associates in
paying income taxes incurred as a result of their participation in this Plan.
The Tax Offset Payments shall be determined by multiplying a percentage
established by the Committee by all or a portion (as the Committee shall
determine) of the taxable income recognized by an associate upon (i) the
exercise of a Nonstatutory Stock Option or a Stock Appreciation Right, (ii) the
disposition of shares received upon exercise of an Incentive Stock Option, (iii)
the lapse of restrictions on Restricted Shares, (iv) the award of Unrestricted
Shares, or (v) payments for Performance Shares or Performance Units. The
percentage shall be established, from time to time, by the Committee at that
rate which the Committee, in its sole discretion, determines to be appropriate
and in the best interests of the Company to assist associates in paying income
taxes incurred as a result of the events described in the preceding sentence.
Tax Offset Payments shall be subject to the restrictions on transferability
applicable to Options and Stock Appreciation Rights under Article 8.

                                  ARTICLE 16

                              Changes in Control

     Upon the occurrence of a Change in Control (as defined below), the
following shall occur:

     (1)  Options. At the date of such Change in Control, all outstanding and
unvested stock options granted under the Plan shall immediately and fully vest
and become exercisable.

     (2)  Stock Appreciation Rights. At the date of such Change in Control, all
outstanding and unvested Stock Appreciation Rights granted under the Plan shall
immediately vest and become exercisable.

     (3)  Restricted Shares. At the date of such Change in Control, Restricted
Shares granted under the Plan shall be deemed to be fully vested and the
Restricted Period shall be deemed to expire.

     (4)  Performance Shares and Performance Units. At the date of such Change
in Control, Performance Shares and Performance Units granted under the Plan
shall be deemed to be fully vested and payable.

     "Change in Control" means the occurrence of any of the following:

     (1)  Any "Person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) is or becomes
the "Beneficial Owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 25% or more of
the combined voting power of the Corporation's then outstanding securities (a
"25% Shareholder") provided however, that the term 25% Shareholder shall not
include any Person if such Person would not otherwise be a 25% Shareholder but
for a reduction in the number of outstanding voting shares resulting from a
stock repurchase program or other similar plan of the Company or from a self-
tender offer of the Company, which plan or tender offer commenced on or after
the date hereof, provided, however, that the term "25% Shareholder" shall
include such Person from and after the first date upon which (A) such Person,
since the date of the commencement of such plan or tender offer, shall have
acquired Beneficial Ownership of, in the aggregate, a number of voting shares of
the Company equal to
<PAGE>

1% or more of the voting shares of the Company then outstanding, and (B) such
Person, together with all affiliates and associates of such Person, shall
Beneficially Own 25% or more of the voting shares of the Company then
outstanding. In calculating the percentage of the outstanding voting shares that
are Beneficially Owned by a Person for purposes of this subsection (1), voting
Shares that are Beneficially Owned by such Person shall be deemed outstanding,
and voting shares that are not Beneficially Owned by such Person and that are
subject to issuance upon the exercise or conversion of outstanding conversion
rights, exchange rights, rights, warrants or options shall not be deemed
outstanding. Notwithstanding the foregoing, if the Board of Directors of the
Company determines in good faith that a Person that would otherwise be a 25%
Shareholder pursuant to the foregoing provisions of this subsection (1) has
become such inadvertently, and such Person (a) promptly notifies the Board of
Directors of such status and (b)as promptly as practicable thereafter, either
divests of a sufficient number of voting shares so that such Person would no
longer be a 25% Shareholder, or causes any other circumstance, such as the
existence of an agreement respecting voting shares, to be eliminated such that
such Person would no longer be a 25% Shareholder as defined pursuant to this
subsection (1), then such Person shall not be deemed to be a 25% Shareholder for
any purposes of this Plan. Any determination made by the Board of Directors of
the Company as to whether any Person is or is not a 25% Shareholder shall be
conclusive and binding; or

     (2)  A change in composition of the Board of Directors of the Corporation
occurring any time during a consecutive two-year period as a result of which
fewer than a majority of the Board of Directors are Continuing Directors (for
purposes of this section, the term "Continuing Director" means a director who
was either (A) first elected or appointed as a Director prior to May 10, 2000;
or (B) subsequently elected or appointed as a director if such director was
nominated or appointed by at least a majority of the then Continuing Directors);
or

     (3)  Any of the following occurs:

          (A)  a merger or consolidation of the Corporation, other than a merger
     or consolidation in which the voting securities of the Corporation
     immediately prior to the merger or consolidation continue to represent
     (either by remaining outstanding or being converted into securities of the
     surviving entity) 60% or more of the combined voting power of the
     Corporation or surviving entity immediately after the merger or
     consolidation with another entity;

          (B)  a sale, exchange, or other disposition (in a single transaction
     or a series of related transactions) of all or substantially all of the
     assets of the Corporation which shall include, without limitation, the sale
     of assets aggregating more than 50% of the assets of the Corporation on a
     consolidated basis;

          (C)  a liquidation or dissolution of the Corporation;

          (D)  a reorganization, reverse stock split, or recapitalization of the
     Corporation which would result in any of the foregoing; or

          (E)  a transaction or series of related transactions having, directly
     or indirectly, the same effect as any of the foregoing.

                                  ARTICLE 17

                   Adjustment upon Changes in Capitalization

     Notwithstanding any other provision of the Plan, the Committee may at any
time make or provide for such adjustments to the Plan, to the number and class
of shares available thereunder or to any outstanding Options, Stock Appreciation
Rights, Restricted Shares or Performance Shares as it shall deem appropriate to
prevent dilution or enlargement of rights, including adjustments in the event of
changes in the number of shares of outstanding Common Stock by reason of stock
dividends, extraordinary cash dividends, split-ups, recapitalizations, mergers,
consolidations, combinations or exchanges of shares, separations,
reorganizations, liquidations and the like.

                                  ARTICLE 18

                           Amendment and Termination

     The Board may suspend, terminate, modify or amend the Plan, provided that
any amendment that would (i) materially increase the aggregate number of shares
which may be issued under the Plan or (ii) reduce the exercise
<PAGE>

price of options previously granted under the Plan shall be subject to the
approval of the Company's stockholders, except that any such increase or
modification that may result from adjustments authorized by Article 16 does not
require such approval. If the Plan is terminated, the terms of the Plan shall,
notwithstanding such termination, continue to apply to awards granted prior to
such termination. No suspension, termination, modification or amendment of the
Plan may, without the consent of the associate to whom an award shall
theretofore have been granted, adversely affect the fights of such associate
under such award.

                                  ARTICLE 19

                               Written Agreement

     Each award of Options, Stock Appreciation Rights, Restricted Shares,
Performance Shares, Performance Units, Unrestricted Shares and Tax Offset
Payments shall be evidenced by a written agreement, executed by the associate
and the Company, and containing such restrictions, terms and conditions, if any,
as the Committee may require. In the event of any conflict between a written
agreement and the Plan, the terms of the Plan shall govern.

                                  ARTICLE 20

                           Miscellaneous Provisions

     Section 20.1. Fair Market Value. For purposes of this Plan, "fair market
value" will be determined in accordance with procedures established in good
faith by the Committee.

     Section 20.2. Tax Withholding. The Company shall have the right to require
associates or their beneficiaries or legal representatives to remit to the
Company an amount sufficient to satisfy federal, state and local withholding tax
requirements, or to deduct from all payments under this Plan, including Tax
Offset Payments, amounts sufficient to satisfy all withholding tax requirements.
Whenever payments under the Plan are to be made to an associate in cash, such
payments shall be net of any amounts sufficient to satisfy all federal, state
and local withholding tax requirements. The Committee may, in its discretion,
permit an associate to satisfy his or her tax withholding obligation either by
(i) surrendering shares owned by the associate or (ii) having the Company
withhold from shares otherwise deliverable to the associate. Shares surrendered
or withheld shall be valued at their fair market value as of the date on which
income is required to be recognized for income tax purposes. In the case of an
award of Incentive Stock Options, the foregoing fight shall be deemed to be
provided to the associate at the time of such award.

     Section 20.3. Compliance with Section 16(b) and Section 162(m). In the case
of associates who are or may be subject to Section 16 of the Act, it is the
intent of the Company that the Plan and any award granted hereunder satisfy and
be interpreted in a manner that satisfies the applicable requirements of Rule
16b-3, so that such persons will be entitled to the benefits of Rule 16b-3 or
other exemptive rules under Section 16 of the Act and will not be subjected to
liability thereunder. If any provision of the Plan or any award would otherwise
conflict with the intent expressed herein, that provision, to the extent
possible, shall be interpreted and deemed amended so as to avoid such conflict.
To the extent of any remaining irreconcilable conflict with such intent, such
provision shall be deemed void as applicable to associates who are or may be
subject to Section 16 of the Act. If any award hereunder is intended to qualify
as performance-based for purposes of Section 162(m) of the Code, the Committee
shall not exercise any discretion to increase the payment under such award
except to the extent permitted by Section 162(m) and the regulations thereunder.

     Section 20.4. Successors. The obligations of the Company under the Plan
shall be binding upon any successor corporation or organization resulting from
the merger, consolidation or other reorganization of the Company, or upon any
successor corporation or organization succeeding to substantially all of the
assets and businesses of the Company. In the event of any of the foregoing, the
Committee may, at its discretion prior to the consummation of the transaction,
cancel, offer to purchase, exchange, adjust or modify any outstanding awards, at
such time and in such manner as the Committee deems appropriate and in
accordance with applicable law.

     Section 20.5. General Creditor Status. Associates shall have no right,
title, or interest whatsoever in or to any investments which the Company may
make to aid it in meeting its obligations under the Plan. Nothing contained in
the Plan, and no action taken pursuant to its provisions, shall create or be
construed to create a trust of any kind, or a fiduciary relationship between the
Company and any associate or beneficiary or legal representative of such
associate. To the extent that any person acquires a right to receive payments
from the Company under the Plan, such right shall be no greater than the fight
of an unsecured general creditor of the Company. All payments to
<PAGE>

be made hereunder shall be paid from the general funds of the Company and no
special or separate fund shall be established and no segregation of assets shall
be made to assure payment of such amounts except as expressly set forth in the
Plan.

     Section 20.6. No Right to Employment. Nothing in the Plan or in any written
agreement entered into pursuant to Article 18, nor the grant of any award, shall
confer upon any associate any right to continue in the employ of the Company or
a subsidiary or to be entitled to any remuneration or benefits not set forth in
the Plan or such written agreement or interfere with or limit the right of the
Company or a subsidiary to modify the terms of or terminate such associate's
employment at any time.

     Section 20.7. Notices. Notices required or permitted to be made under the
Plan shall be sufficiently made if sent by registered or certified mail
addressed (a) to the associate at the associate's address set forth in the books
and records of the Company or its subsidiaries, or (b) to the Company or the
Committee at the principal office of the Company.

     Section 20.8. Severability. In the event that any provision of the Plan
shall be held illegal or invalid for any reason, such illegality or invalidity
shall not affect the remaining parts of the Plan, and the Plan shall be
construed and enforced as if the illegal or invalid provision had not been
included.

     Section 20.9. Governing Law. To the extent not preempted by federal law,
the Plan, and all agreements hereunder, shall be construed in accordance with
and governed by the laws of the State of Delaware.

     Section 20.10. Term of Plan. Unless earlier terminated pursuant to Article
18 hereof, the Plan shall terminate on the tenth anniversary of the
Distribution.

     IN WITNESS WHEREOF, the Company has caused this Second Amended and Restated
1999 Stock Option and Performance Incentive Plan to be executed by its duly
authorized officer this ___ day of May, 2001.



                                    TOO, INC.

                                    By:_____________________________________

                                    Name:___________________________________

                                    Title:__________________________________