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                                                                    Exhibit 4(a)

                                   TOO, INC.

                          SECOND AMENDED AND RESTATED
                  1999 STOCK PLAN FOR NON-ASSOCIATE DIRECTORS

   (Amended by the Board of Directors on May 10, 2000 and February 15, 2001)

      1.  PURPOSE

     The purpose of the Too, Inc. 1999 Stock Plan for Non Associate Directors
(the "Plan") is to promote the interests of Too, Inc. (the "Company") and its
shareholders by increasing the proprietary interest of non-associate directors
in the growth and performance of the Company by granting such directors options
to purchase shares of common stock, par value $.01 per share, (the "Shares") of
the Company and by awarding Shares to such directors in respect of a portion of
the Retainer (as defined in Section 6(b)) payable to such directors.

      2.  ADMINISTRATION

     The Plan shall be administered by the Company's Board of Directors (the
"Board"). Subject to the provisions of the Plan, the Board shall be authorized
to interpret the Plan, to establish, amend, and rescind any rules and
regulations relating to the Plan and to make all other determinations necessary
or advisable for the administration of the Plan. The determinations of the Board
in the administration of the Plan, as described herein, shall be final and
conclusive. The Secretary of the Company shall be authorized to implement the
Plan in accordance with its terms and to take such actions of a ministerial
nature as shall be necessary to effectuate the intent and purposes thereof. The
validity, construction and effect of the Plan and any rules and regulations
relating to the Plan shall be determined in accordance with the laws of the
State of Delaware.

      3.  ELIGIBILITY

     The class of individuals eligible to receive grants of options and awards
of Shares in respect of the Retainer under the Plan shall be directors of the
Company who are not associates of the Company or its affiliates ("Eligible
Directors"). Any holder of an option or Shares granted hereunder shall
hereinafter be referred to as a "Participant."

      4.  SHARES SUBJECT TO THE PLAN

     Subject to adjustment as provided in Section 7, an aggregate of 250,000
Shares shall be available for issuance under the Plan. The Shares deliverable
upon the exercise of options or in respect of the Retainer may be made available
from authorized but unissued Shares or treasury Shares. If any option granted
under the Plan shall terminate for any reason without having been exercised, the
Shares subject to, but not delivered under, such option shall be available for
issuance under the Plan.

      5.  GRANT, TERMS AND CONDITIONS OF OPTIONS

          (a)  On the date of an Eligible Director's initial election to the
     Board, such Eligible Director will be granted an option to purchase 5,000
     Shares.

          (b)  Subsequently, on the date of each annual meeting of the Company's
     shareholders, each Eligible Director will be granted an option to purchase
     5,000 Shares.

          (c)  Eligible Directors may also be granted options to purchase Shares
     by action of the Board of Directors.

          (d)  The options granted will be nonstatutory stock options not
     intended to qualify under Section 422 of the Internal Revenue Code of 1986,
     as amended and shall have the following terms and conditions:
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               (i)    PRICE. The purchase price per Share deliverable upon the
          exercise of each option shall be one hundred (100) percent of the Fair
          Market Value per Share on the date the option is granted. For purposes
          of the Plan, "Fair Market Value" shall be determined in accordance
          with procedures established in good faith by the Board of Directors.

               (ii)   PAYMENT.  Options may be exercised only upon payment of
          the purchase price thereof in full. Such payment shall be made in
          cash.

               (iii)  EXERCISABILITY AND TERMS OF OPTIONS. Options shall become
          exercisable in annual 25% annual installments commencing on the first
          anniversary of the date of grant, provided the holder of such Option
          is an Eligible Director on such anniversary, and shall be exercisable
          until the earlier of ten (10) years from the date of grant and the
          expiration of the one (1) year period provided in paragraph (iv)
          below.

               (iv)   TERMINATION OF SERVICE AS ELIGIBLE DIRECTOR. Upon
          termination of a Participant's service as a director of the Company
          for any reason, all outstanding options held by such Eligible
          Director, to the extent then exercisable, shall be exercisable in
          whole or in part for a period of one (1) year from the date on which
          the Participant ceases to be a Director, provided that in no event
          shall the options be exercisable beyond the period provided for in
          paragraph (iii) above.

               (v)    NONTRANSFERABILITY OF OPTIONS. No option may be assigned
          alienated, pledged, attached, sold or otherwise transferred or
          encumbered by a Participant otherwise than by will or the laws of
          descent and distribution, and during the lifetime of the Participant
          to whom an option is granted it may be exercised only by the
          Participant or by the Participant's guardian or legal representative.
          Notwithstanding the foregoing, options may be transferred pursuant to
          a qualified domestic relations order.

               (vi)   OPTION AGREEMENT. Each option granted hereunder shall be
          evidenced by an agreement with the Company which shall contain the
          terms and provisions set forth herein and shall otherwise be
          consistent with the provisions of the Plan.

          (e)  CHANGE IN CONTROL. Immediately upon a "Change in Control" of the
     Company, all outstanding options, whether or not vested at that time, shall
     fully vest and be immediately exercisable. For purposes of the Plan,
     "Change in Control" means the occurrence of any of the following:

               (i)   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 Corporation
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 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 (e)(i), 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 (e)(i) 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
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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 (e)(i), then such Person shall not be deemed to be a 25%
Shareholder for any purposes of this Agreement. 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

          (ii)   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

          (iii)  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.

      6.  GRANT OF SHARES

          (a)  Fifty (50) percent of the Retainer of each Eligible Director
     shall be paid in quarterly installments in a number of Shares equal to the
     quotient of (i) fifty (50) percent of the Retainer divided by (ii) the Fair
     Market Value on the Retainer Payment Date. Cash shall be paid to an
     Eligible Director in lieu of a fractional Share.

          (b)  For purposes of this Plan "Retainer" shall mean the portion of
     the annual retainer payable to an Eligible Director (as defined in Section
     3) for any fiscal quarter of the Company and "Retainer Payment Date" shall
     mean the last business day of the Company's relevant fiscal quarter.

      7.  ADJUSTMENT OF AND CHANGES IN SHARES

     In the event of a stock split, stock dividend, extraordinary cash dividend,
subdivision or combination of the Shares or other change in corporate structure
affecting the Shares, the number of Shares authorized by the Plan shall be
increased or decreased proportionately, as the case may be, and the number of
Shares subject to any outstanding option shall be increased or decreased
proportionately, as the case may be, with appropriate corresponding adjustment
in the purchase price per Share thereunder.

      8.  NO RIGHTS OF SHAREHOLDERS

     Neither a Participant nor a Participant's legal representative shall be, or
have any of the rights and privileges of, a shareholder of the Company in
respect of any Shares purchasable upon the exercise of any option, in whole or
in part, unless and until certificates for such Shares shall have been issued.
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      9.  PLAN AMENDMENTS

     The Plan may be amended by the Board as it shall deem advisable or to
conform to any change in any law or regulation applicable thereto subject, to
the extent deemed necessary or desirable to comply with applicable law, to the
approval of the Company's shareholders.

     10.  LISTING AND REGISTRATION

     Each Share shall be subject to the requirement that if at any time the
Board shall determine, in its discretion, that the listing, registration or
qualification of the Shares upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting of
such Shares, no such Share may be disposed of unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any condition not acceptable to the Board.

     11.  EFFECTIVE DATE AND DURATION OF PLAN

     The Plan shall become effective on the date the Company's Shares are
distributed by The Limited, Inc. to its shareholders. The Plan shall terminate
the day following the tenth (10th) Annual Shareholders Meeting of the Company at
which Directors are elected succeeding such distribution, unless the Plan is
extended or terminated at an earlier date by the Company's shareholders or is
terminated by exhaustion of the Shares available for issuance hereunder.

       IN WITNESS WHEREOF, the Company has caused this Second Amended and
Restated Stock Plan for Non-Associate Directors to be executed by its duly
authorized officer this ____ day of May, 2001.



                                         TOO, INC.

                                         By:____________________________________

                                         Name:__________________________________

                                         Title:_________________________________