THE TOPPS COMPANY, INC.
                            EXECUTIVE SEVERANCE PLAN
                     SUMMARY PLAN DESCRIPTION/PLAN DOCUMENT
                   (Amended and Restated as of June 30, 2005)


1.   GENERAL INFORMATION

     (a) The Topps Company,  Inc. Executive Severance Plan (the "Plan") provides
a select group of management or highly compensated  designated executives of The
Topps  Company,  Inc. (the  "Company")  with severance pay if they are separated
from service with the Company for the reasons described herein.

     (b)  Notwithstanding  any other  provision of the Plan,  as of the date any
employee becomes an "Eligible  Employee" (as defined below), the Plan supersedes
any and all prior plans, policies, or practices, written or oral, which may have
previously applied governing the payment of severance to such Eligible Employee,
including,  but not limited to The Topps Company, Inc. Severance Plan, effective
February 1, 2003.

     (c) The Plan is adopted and  effective  as of July 1, 2004 (the  "Effective
Date").

     (d) This Summary Plan Description/Plan  Document is intended to comply with
the  requirements  of the Employee  Retirement  Income  Security Act of 1974, as
amended ("ERISA").


2.   DEFINITIONS.

     For purposes of the Plan, the following definitions shall apply:

     (a) "Asset Sale" shall mean a sale of the Company's  assets as described in
Section 9(c) of the Company's 2001 Stock Incentive Plan.

     (b)  "Base  Salary"  shall  mean  the  Participant's  base  annual  salary,
excluding shift premiums, overtime, bonuses, commissions, other special payments
or any other allowance.

     (c) "Board" shall mean the Board of Directors of the Company.

     (d)  "Cause"  shall  mean that an  Eligible  Employee  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 for


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Cause pursuant to clause (i) shall only be permitted if the Eligible  Employee's
refusal or  repeated  failure to perform  the duties  assigned  to him/her  were
willful and deliberate on the Eligible Employee'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 Eligible  Employee  constitutes Cause shall be
made by the CEO in the CEO's sole discretion;  provided, however, that following
a Change in Control,  any such determination by the CEO shall be approved by the
Successor Compensation Committee.

     (e)  "Change in  Control"  shall  have the  meaning  assigned  to it in the
Company's 2001 Stock Incentive Plan.

     (f) "CEO" shall mean the Chief Executive Officer of the Company.

     (g) "Disability"  shall mean the Eligible  Employee's  absence from his/her
duties with the Company on a full-time basis for at least 180  consecutive  days
as a result of the  Eligible  Employee's  incapacity  due to  physical or mental
illness.

     (h) "Eligible Employee" shall mean an executive of the Company,  other than
the CEO, who has been selected by the CEO as a covered  employee under this Plan
and  who has  executed  the  Acknowledgment  and  Acceptance  of the  Terms  and
Conditions of the Plan and agreed to be bound by the terms and conditions of the
Plan.

     (i) "Good Reason" shall mean the occurrence of any of the following  events
following a Change in Control,  without the Eligible  Employee's express written
consent:

          (i) the  assignment  to the  Eligible  Employee  of any  duties  which
     constitute,  in any material respect,  a change in the Eligible  Employee's
     position(s),  duties or responsibilities with the Company immediately prior
     to such  Change  in  Control;  provided,  however,  that the fact  that the
     Eligible  Employee's  duties  following  a Change in Control  are owed to a
     Successor  or an  affiliate  of a  Successor  shall  not in  and of  itself
     constitute  a change in such  Eligible  Employee's  position(s),  duties or
     responsibilities in any material respect;

          (ii) a  reduction  in the  Eligible  Employee's  Base  Salary or bonus
     opportunity as in effect  immediately prior to such Change in Control or as
     the same may be increased from time to time thereafter;

          (iii) any  requirement  that the Eligible  Employee be based more than
     thirty  (30)  miles  from  the  Eligible  Employee's   principal  place  of
     employment immediately prior to the Change in Control;

          (iv) the  failure  of the  Successor  to (A)  continue  in effect  any
     employee benefit plan or compensation  plan in which the Eligible  Employee
     and  the  Eligible   Employee's   eligible   dependants  are  participating
     immediately  prior to such Change in Control,  unless the Eligible Employee
     is permitted to participate in other plans providing the Eligible  Employee
     with substantially  equivalent benefits in the aggregate or (B) provide the
     Eligible  Employee  with  paid  vacation  in  accordance  with  the  plans,
     practices,  programs  and  policies  of  the  Company  and  its  affiliated
     companies in effect for the  Eligible  Employee  immediately  prior to such
     Change in Control or as in effect  generally  at any time  thereafter  with
     respect to other peer executives of the Company.


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     For purposes of this Plan, any good faith determination of Good Reason made
by the  Eligible  Employee  shall  be  conclusive;  provided,  however,  that an
isolated,  insubstantial and inadvertent action taken in good faith and which is
remedied by the Successor  promptly after receipt of notice thereof given by the
Eligible Employee shall not constitute Good Reason.

     (j) "Participant" shall mean an Eligible Employee whose employment has been
terminated for any of the reasons set forth in Section 3(b) below.

     (k) "Plan  Administrator"  shall have the meaning assigned to it in Section
6(e) below.

     (l)  "Release"  shall mean an  agreement  releasing  any and all claims the
Participant  may  have  against,   among  others,  the  Company,   its  parents,
subsidiaries,  affiliates  and  each of its  current  and  former  shareholders,
officers, and directors, each of the foregoing in their capacity as such.

     (m)  "Successor"  shall mean the  Company's  successor in interest or other
entity acquiring control of the Company or its assets as a result of a Change in
Control.

     (n)  "Successor   Compensation   Committee"  shall  mean  the  Compensation
Committee of the Board of Directors of the Successor; provided, however, that if
the Successor does not have a Compensation  Committee,  "Successor  Compensation
Committee"  shall  refer to such  entity's  full Board of  Directors  or similar
governing body.

     (o) "Termination  Date" shall mean the last official work day for which the
Participant receives pay for service with the Company.

     (p) "Years of Service" shall mean a Participant's completed year of service
measured  from  his/her  date of hire by the Company;  provided,  however,  that
following  the  completion  of  the  Participant's  first  Year  of  Service,  a
Participant  will be considered  to have  completed a full Year of Service after
completing six (6) months of service in that year.


3.   ELIGIBILITY FOR SEVERANCE BENEFITS

     (a) The Plan  Administrator  shall  provide  each  Eligible  Employee  with
written notice of his/her  eligibility in the Plan. Such  notification  shall be
delivered  to the  Eligible  Employee  as  soon  as  practicable  following  the
Effective Date.

     (b) An Eligible  Employee shall become a "Participant" for purposes of this
Plan, if his/her employment is terminated for any of the following reasons:

          (i)  Termination  of employment by the Company  without Cause and such
     termination  is  unrelated  to a  Change  in  Control  of  the  Company  (a
     "Non-Change in Control Termination"), or


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          (ii)  Termination  of  employment  by (A) the  Company or a  Successor
     without  Cause in  connection  with a Change in Control  of the  Company or
     within two years  following  a Change in Control of the  Company or (B) the
     Eligible  Employee for Good Reason  within two years  following a Change in
     Control of the  Company  (either of which shall be referred to as a "Change
     in Control Termination");  provided, however, that in the event of an Asset
     Sale that  constitutes  a Change in Control for an Eligible  Employee,  the
     termination  of such  Eligible  Employee's  employment  with the Company in
     connection  with such Asset  Sale shall not  constitute  a  termination  of
     employment  by the Company  without  Cause in  connection  with a Change in
     Control  of the  Company  for  purposes  of  this  Section  3(b)(ii)  if in
     connection  with such Asset Sale or  immediately  following such Asset Sale
     such Eligible Employee is offered comparable  employment with the Successor
     to the assets sold,  disposed of or  transferred  or the Eligible  Employee
     accepts  employment  with such Successor  within six months  following such
     Asset Sale;  and  further  provided,  however,  that if an Asset Sale which
     constitutes  a Change in  Control  for an  Eligible  Employee  is  effected
     through the sale of a subsidiary of the Company,  the  termination  of such
     Eligible  Employee's  employment  with the Company solely on account of the
     sale of such  subsidiary  shall not  constitute a termination of employment
     without  Cause in  connection  with a Change in Control of the  Company for
     purposes of this Section 3(b)(ii) if immediately following the consummation
     of such sale such Eligible  Employee  remains employed with such subsidiary
     or is offered comparable  employment with the Successor to the assets sold,
     disposed of or transferred or the Eligible Employee accepts employment with
     such Successor within six months following such Asset Sale. For purposes of
     this Section 3(b)(ii), an Eligible Employee will not be deemed to have been
     offered  "comparable  employment" if any change to such Eligible Employee's
     employment  with a Successor  when compared  with such Eligible  Employee's
     employment  immediately  prior to such  Asset Sale  would  constitute  Good
     Reason.


4.   SEVERANCE BENEFITS

     (a) Severance Benefit Amounts.

          (i) Non-Change in Control Termination.  Subject to Section 4(b) below,
     in the event a Participant becomes entitled to benefits pursuant to Section
     3(b)(i) above,  the Company shall pay to the Participant a lump sum payment
     equal to the sum of (A) six (6) weeks of Base Salary  (determined as of the
     Termination Date) and (B) one (1) week of Base Salary (determined as of the
     Termination Date) for each Year of Service,  provided,  however,  that each
     such Participant  shall receive a minimum of eight (8) weeks of Base Salary
     (determined as of the Termination Date).

          (ii) Change in Control Termination.  Subject to Section 4(b) below, in
     the event a Participant  becomes  entitled to benefits  pursuant to Section
     3(b)(ii) above, the Company shall pay to the Participant a lump sum payment
     equal  to two  (2)  times  the  sum of (A) the  Participant's  Base  Salary
     (determined as of the Termination Date) and (B) the  Participant's  highest
     annual  bonus paid or payable  with respect to any of the last three fiscal
     years of the Company that ended immediately prior to the Termination Date.


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     (b) Notwithstanding anything contained herein to the contrary, the payments
to be provided to the Participant as set forth in Section 4(a):

          (i) shall be lieu of any and all benefits otherwise provided under any
     severance pay policy,  plan or program  maintained from time to time by the
     Company  for  its  employees,  including,  but not  limited  to any and all
     provisions  relating to severance or separation benefits that are contained
     in any written  employment  agreement  entered into between the Company and
     the Participant or any offer letter received from the Company; and,

          (ii) shall not be paid upon  termination  of the  Eligible  Employee's
     employment (A) by the Company for Cause,  (B) by the Eligible  Employee for
     any reason prior to a Change in Control,  (C) by the Eligible  Employee for
     any reason other than Good Reason  following a Change in Control,  (D) as a
     result of the  Eligible  Employee's  death,  or (E) by the Company due to a
     Disability; and

          (iii) shall not be due or paid or made available  hereunder unless and
     until the Participant or his representative has executed a Release, and any
     applicable revocation period described in such Release has expired.

     (c) Taxes on  Severance  Pay.  Severance  payments are  considered  taxable
income. All appropriate federal, state and local taxes will be withheld from all
severance pay.

     (d) Severance  Benefit Offsets.  Payment of severance  benefits pursuant to
this Plan shall not be subject to offset, counterclaim,  recoupment,  defense or
other claim, right or action which the Company may have, provided, however, that
the amount of the severance benefit which any Participant is entitled to receive
under the Plan shall be reduced,  on a dollar for dollar basis,  by all amounts,
if any,  which  the  Participant  is  entitled  to  receive  as a result  of the
circumstances of his or her termination  under the Federal Worker Adjustment and
Retraining Notification Act (Pub. L. 100-379) or other similar federal, state or
local statute.  Payment of severance benefits pursuant to this Plan shall not be
subject to a requirement  that the  Participant  mitigate or attempt to mitigate
damages resulting from the Participant's termination of employment.

     (e)  Continuation  of  Benefits  in the  Event  of  Death.  In the  event a
Participant  dies prior to receipt of his or her entire severance  benefit,  the
remaining  portion of such  severance  benefit shall continue to be paid, in the
same form as it was paid prior to death, to the Participant's  spouse, or if the
Participant is not married on the date of death, to the Participant's estate.


<PAGE>

5.   RESTRICTIVE COVENANTS.

     In  consideration   for  the  benefits   provided  under  this  Plan,  each
Participant  hereby  agrees  and  acknowledges  to be  bound  to  the  following
restrictive covenants:

     (a) Confidentiality. Except as may be required by law or legal process, the
Participant  shall not at any time  during the course of his/her  employment  or
after  the  Termination  Date  disclose  to any  person  or  entity  or use  any
information not in the public domain or generally known in the industry that the
Company treats as  confidential  or  proprietary,  in any form,  acquired by the
Participant  while  employed by the Company or any  predecessor to the Company's
business or, if acquired following the Termination Date, such information which,
to the Participant's knowledge, has been acquired,  directly or indirectly, from
any person or entity  owing a duty of  confidentiality  to the Company or any of
its  subsidiaries  or  affiliates,  including  but not  limited  to  information
regarding clients,  customers,  investors,  vendors,  suppliers,  trade secrets,
training  programs,  manuals or  materials,  technical  information,  contracts,
systems, procedures,  mailing lists, know-how, trade names, improvements,  price
lists,  financial  or other  data  (including  the  revenues,  costs or  profits
associated with any of the Company's products or services), business plans, code
books,  invoices and other financial  statements,  computer  programs,  software
systems,   databases,  discs  and  printouts,  plans  (business,   technical  or
otherwise),  customer  and industry  lists,  correspondence,  internal  reports,
personnel  files,  sales and  advertising  material or any other  compilation of
information,  written or unwritten,  which is or was used in the business of the
Company or any subsidiaries or affiliates  thereof.  The Participant  agrees and
acknowledges that all of such information,  in any form, and copies and extracts
thereof,  are and shall remain the sole and  exclusive  property of the Company,
and upon the Termination  Date, the Participant  shall return to the Company the
originals and all copies of any such information  provided to or acquired by the
Participant  in connection  with the  performance of his duties for the Company,
and  shall  return  to  the  Company  all  files,  correspondence  and/or  other
communications received,  maintained and/or originated by the Participant during
the course of his/her employment.

     (b)  Non-Compete.  The Participant  acknowledges  and recognizes the highly
competitive  nature of the  businesses  of the  Company and its  affiliates  and
accordingly agrees that in the event of a Change in Control Termination pursuant
to  Section  3(b)(ii)  above,  during  the six (6) month  period  following  the
Termination Date, the Participant shall not, directly or indirectly,  whether as
an employee,  consultant, owner, shareholder,  partner, member or otherwise, (i)
engage in any  business  for his/her own  account of the type  performed  by the
Company in the geographic  areas where the Company is actively doing business or
soliciting business at the time of the Participant's  termination  ("Competitive
Business");  (ii) enter the employ  of, or render  any  services  to, any person
engaged in a Competitive  Business; or (iii) acquire a financial interest in, or
otherwise  become  actively  involved  with, any person engaged in a Competitive
Business.  Notwithstanding  anything  contained  herein  to  the  contrary,  the
Participant may, directly or indirectly own, solely as an investment, securities
of any person  engaged a  Competitive  Business  which are publicly  traded on a
national or regional stock exchange or on the over-the-counter  market if he/she
(A) is not a controlling person of, or a member of a group which controls,  such
person and (B) does not, directly or indirectly,  own 5% or more of any class of
securities of such person.

     (c)  Non-Solicitation.  In the  event of a Change  In  Control  Termination
pursuant to Section 3(b)(ii) above, for a period of six (6) months following the
Termination  Date, the Participant shall not, whether for his/her own account or
for the account of any other individual, partnership, firm, corporation or other
business organization,  directly or indirectly:  (i) solicit, endeavor to entice
away from the Company or any of its  subsidiaries  or  affiliates,  or otherwise
directly  interfere  with  the  relationship  of  the  Company  or  any  of  its
subsidiaries  or  affiliates  with  any  person  who,  to the  knowledge  of the
Participant,  is or was  within  the then most  recent  twelve-month  period,  a
customer or client of the Company,  its  predecessors or any of its subsidiaries
or (ii) attempt to influence,  persuade or induce, or assist any other person in
so  persuading  or  inducing,  any employee of the Company to give up, or to not
commence, employment or a business relationship with the Company.


<PAGE>

     (d)  Non-Disparagement.  The  Participant  agrees  that he/she will make no
disparaging  or  defamatory  comments  regarding  the Company or its  directors,
officers,  shareholders  or  employees  in any  respect  or  make  any  comments
concerning any aspect of the Participant's  relationship with the Company or the
conduct or events which precipitated the Participant's termination of employment
from the Company.  The  obligations of the  Participant  under this Section 5(d)
shall not apply to disclosures  required by applicable law,  regulation or order
of a court or governmental agency.

     (e)  Acknowledgment:  In consideration for the benefits provided under this
Plan,  each  Participant  acknowledges  and  confirms  that (i) the  restrictive
covenants  contained in this Section 5 are  reasonably  necessary to protect the
legitimate  business  interests  of  the  Company,  and  (ii)  the  restrictions
contained in this Section 5 (including without limitation the length of the term
of the provisions of this Section 5) are not overbroad,  overlong, or unfair and
are not the  result  of  overreaching,  duress  or  coercion  of any  kind.  The
Participant further acknowledges and confirms that his/her full, uninhibited and
faithful  observance of each of the  covenants  contained in this Section 5 will
not  cause  him/her  any  undue  hardship,  financial  or  otherwise,  and  that
enforcement  of each of the covenants  contained  herein will not impair his/her
ability to obtain  employment  commensurate  with his/her abilities and on terms
fully  acceptable  to him/her or  otherwise  to obtain  income  required for the
comfortable  support of him/her and his/her family and the  satisfaction  of the
needs of his/her  creditors.  The  Participant  acknowledges  and confirms  that
his/her special  knowledge of the business of the Company is such as would cause
the  Company  serious  injury or loss if  he/she  were to use such  ability  and
knowledge to the benefit of a competitor  or were to compete with the Company in
violation of the terms of this Section 5. The Participant  further  acknowledges
that the restrictions  contained in this Section 5 are intended to be, and shall
be, for the benefit of and shall be enforceable by, the Company's successors and
assigns.

     (f)  Reformation  by the  Court:  In the  event  that a court of  competent
jurisdiction  shall determine that any provision of this Section 5 is invalid or
more  restrictive  than permitted under the governing law of such  jurisdiction,
then only as to  enforcement of this Section 5 within the  jurisdiction  of such
court,  such provision  shall be interpreted  and enforced as if it provided for
the maximum restriction permitted under such governing law.

     (g)  Injunction:  It is recognized and hereby  acknowledged  by the parties
hereto that a breach by the  Participant  of any of the  covenants  contained in
this  Section 5 will  cause  irreparable  harm and  damage to the  Company,  the
monetary amount of which may be virtually impossible to ascertain.  As a result,
the  Participant  recognizes and hereby  acknowledges  that the Company shall be
entitled to an injunction from any court of competent jurisdiction enjoining and
restraining  any  violation  of any or all of the  covenants  contained  in this
Section 5 by the Participant or any of his/her affiliates,  associates, partners
or agents,  either  directly or  indirectly,  and that such right to  injunction
shall be cumulative  and in addition to whatever  other remedies the Company may
possess.


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6.   ADMINISTRATIVE INFORMATION

     (a)  Plan  Name.  The  full  name of the Plan is The  Topps  Company,  Inc.
Executive Severance Plan.

     (b) Plan's Sponsor.  The Plan is sponsored by The Topps Company,  Inc., One
Whitehall Street, New York, NY 10004-2109, (212) 376-0300.

     (c)  Plan  Number  and  Employer   Identification   Number.   The  employer
identification number (EIN) assigned by the Internal Revenue Service to the Plan
Sponsor is  11-2849283.  The Plan number  assigned  by the  Company  pursuant to
instructions of the United States Department of Labor is 511.

     (d) Type of Plan and Funding.  The Plan is an employee welfare benefit plan
which is maintained  primarily for the purpose of providing benefits to a select
group of management or highly compensated employees. The benefits provided under
the  Plan  are  paid  from  the  Company's  general  assets.  No fund  has  been
established  for the payment of Plan  benefits.  No  contributions  are required
under the Plan.

     (e) Plan Administrator.

          (i)  The  Plan  shall  be   administered   by  the  Vice  President  -
     Administration of The Topps Company,  Inc. (the "VP"),  provided that, with
     respect to benefits  provided  under the Plan to the VP, the Executive Vice
     President of The Topps Company, Inc. (the "EVP") shall administer the Plan;
     further,  provided,  that, following a Change in Control, the Plan shall be
     administered  by the  Successor  Compensation  Committee.  The  term  "Plan
     Administrator"  shall refer to the VP, except as described in the preceding
     sentence,  in which case the "Plan Administrator" shall refer to the EVP or
     the Successor Compensation Committee.

          (ii) The Plan Administrator has full  responsibility for the operation
     of the  Plan.  Supervisors  or  other  officers  of  the  Company  are  not
     authorized  to  interpret  provisions  of the Plan or make  representations
     which are contrary to the provisions of the Plan document as interpreted by
     the Plan  Administrator.  All  correspondence  and requests for information
     should be directed as follows: The Topps Company, Inc., Plan Administrator,
     The Topps Company,  Inc. Severance Plan, One Whitehall Street, New York, NY
     10004-2109, (212) 376-0300.

          (iii)  Subject  to the  express  provisions  of this  Plan,  the  Plan
     Administrator  shall have sole  authority to interpret the Plan  (including
     any vague or  ambiguous  provisions)  and to make all other  determinations
     deemed  necessary  or advisable  for the  administration  of the Plan.  All
     determinations  and  interpretations  of the  Plan  Administrator  shall be
     final, binding and conclusive as to all persons.


<PAGE>

     (f) Agent for  Service  of  Process.  Should  it ever be  necessary,  legal
process may be served on the Plan Administrator at: The Topps Company, Inc., One
Whitehall Street, New York, NY 10004-2109, Attn: General Counsel.

     (g) Type of Administration.  The Plan is administered by The Topps Company,
Inc.

     (h) Plan Year. January 1 - December 31.


7.   PLAN AMENDMENT OR TERMINATION.

     The Company  reserves  the right,  in its sole and absolute  discretion  to
amend or  terminate,  in whole or in part,  any or all of the  provisions of the
Plan by  action of the Board (or a duly  authorized  committee  thereof)  at any
time; provided,  however, that (i) any amendment that would reduce the aggregate
level of benefits or terminate the Plan shall not become  effective prior to the
second  anniversary  of the Company  giving notice to the Eligible  Employees of
such amendment or  termination;  and (ii) that any such amendment or termination
of the Plan shall not affect the  severance  benefits  payable under the Plan to
any Participant  whose Termination Date has occurred prior to the effective date
of the amendment or termination of the Plan.


8.   OTHER IMPORTANT PLAN INFORMATION


     (a) Employment Rights Not Implied.  Participation in the Plan neither gives
you the right to be retained in the employ of the Company, nor does it guarantee
your right to claim any benefit except as outlined in the Plan.

     (b) Governing Law. The construction and  administration of the Plan will be
governed by ERISA.

     (c) No Liability.  No director,  officer,  agent or employee of the Company
shall be  personally  liable  in the  event  the  Company  is unable to make any
payments  under the Plan due to a lack of, or  inability  to access,  funding or
financing,  legal prohibition  (including statutory or judicial  limitations) or
failure  to  obtain  any  required  consent.  In  addition,   neither  the  Plan
Administrator  nor any  employee,  officer or director  of the Company  shall be
personally liable by reason of any action taken with respect to the Plan for any
mistake of judgment made in good faith, and the Company shall indemnify and hold
harmless each employee,  officer or director of the Company,  including the Plan
Administrator,  to whom any  duty or power  relating  to the  administration  or
interpretation of the Plan may be allocated or delegated, against any reasonable
cost or expense (including counsel fees) or liability (including any sum paid in
settlement of a claim with the approval of the Board)  arising out of any act or
omission to act in connection  with the Plan unless arising out of such person's
own fraud, bad faith or gross negligence.


<PAGE>

9.   CLAIMS APPEAL PROCEDURE

     The following  information is intended to comply with the  requirements  of
ERISA and provides the  procedures an employee may follow if he or she disagrees
with any decision about eligibility for Plan payments.

     (a) An Eligible  Employee will be informed as to whether or not he/she is a
Participant  under the Plan, and thereby entitled to benefits under the Plan, on
or before the last day worked.  Eligible Employees who believe they are entitled
to  benefits  under  the Plan and do not  receive  notice  of their  status as a
Participant, or who have questions about the amounts they receive, must write to
the Plan  Administrator  within thirty (30) days of the date of their respective
termination.

     (b) If the Plan  Administrator  denies  an  Eligible  Employee's  claim for
benefits  under the Plan,  the Eligible  Employee  will be sent a letter  within
ninety (90) days (in special cases, more than 90 days may be needed and you will
be notified if this is the case) explaining:

          (i) the specific reason or reasons for the denial;

          (ii) the specific provisions on which the denial is based;

          (iii)  any  additional  material  or  information  necessary  for  the
     Participant to perfect the claim and an explanation of why such material or
     information is necessary; and

          (iv) an explanation of the Plan's claim review procedure.

     (c) If payment is denied or the Eligible Employee disagrees with the amount
of the  payment,  he or she may file a written  request for review  within sixty
(60) days after  receipt of such denial.  This request  should be filed with the
Plan Administrator.  The letter which constitutes the filing of an appeal should
ask for a review and include the reasons why the Eligible  Employee believes the
claim was improperly  denied, as well as any other appropriate data,  questions,
or comments. In addition, an Eligible Employee is entitled to:

          (i) review documents  pertinent to his or her claim at such reasonable
     time and location as shall be mutually  agreeable to the Eligible  Employee
     and the Plan Administrator; and

          (ii) submit  issues and comments in writing to the Plan  Administrator
     relating to its review of the claim.

          (d) A final  decision will normally be reached within sixty (60) days,
     unless special  circumstances  require an extension of time for processing,
     in which case a decision will be rendered as soon as possible. The Eligible
     Employee  will  receive a written  notice of the  decision  on the  appeal,
     indicating  the  specific  reasons  for the  decision  as well as  specific
     references to the Plan provisions on which the decision is based.


<PAGE>
10.  STATEMENT OF ERISA RIGHTS.

     The  following  statement  of ERISA  rights is  required by federal law and
rulings:

     (a) As a person  covered under the Plan, you are entitled to certain rights
and  protections  under ERISA.  This law provides that all people covered by the
Plan are entitled to:

          (i) Receive information about your plan and benefits.

          (ii) Examine, without charge, all plan documents,  including copies of
     all  documents  filed by the Plan with the U.S.  Department of Labor at the
     Plan Administrator's offices.

          (iii) Obtain copies of all plan  documents and other plan  information
     by  writing  to the  Plan  Administrator  and  asking  for  them.  The Plan
     Administrator may make a reasonable charge for the copies.

     (b) In addition to creating rights for persons  covered by the Plan,  ERISA
imposes  duties upon the people who are  responsible  for the  operation  of the
Plan. The people who operate the Plan, called  "fiduciaries" of the Plan, have a
duty to do so  prudently  and in your  interest and in the interest of the other
people  covered by the Plan.  The law provides  that no one may terminate you or
otherwise  discriminate  against  you in any way to prevent  you from  getting a
benefit or  exercising  your rights under ERISA.  The law provides  that if your
claim for a benefit  is denied in whole or in part,  you will  receive a written
notice  explaining  why your claim was  denied.  You have the right to have your
claim reviewed and reconsidered.

     (c) Under ERISA,  there are steps you can take to enforce your rights.  For
instance,  if you request copies of documents from the Plan Administrator and do
not receive them within thirty (30) days, you may file suit in federal court. In
such a case,  the  court may  require  the Plan  Administrator  to  provide  the
documents and pay up to $110 a day until you receive them,  unless they were not
sent because of reasons beyond the control of the Plan Administrator.

     (d) If you have a claim for benefits  which is denied or ignored,  in whole
or in part, you may file suit in a state or federal court that has jurisdiction.
If it should happen that the people who operate the Plan misuse the Plan's money
or if you are discriminated  against for asserting your rights,  you may ask the
U.S.  Department of Labor for help, or you may file suit in a federal court. The
court will  decide who should pay court  costs and legal  fees.  If your suit is
successful,  the court may order the person you have sued to pay costs and fees.
If you lose,  the court may order you to pay these costs and fees,  for example,
if it finds your claim is frivolous. If you have any questions about your rights
under ERISA,  you should  contact the nearest  office of the Pension and Welfare
Benefits  Administration,  U.S.  Department of Labor,  listed in your  telephone
directory or the Division of Technical  Assistance  and  Inquiries,  Pension and
Welfare  Benefits  Administration,  U.S.  Department of Labor,  200 Constitution
Avenue N.W.,  Washington,  D.C. 20210. You may also obtain certain  publications
about your rights and  responsibilities  under ERISA by calling the publications
hotline of the Pension and Welfare Benefits Administration.


<PAGE>

11.  ASSUMPTION OF THE PLAN BY SUCCESSOR.

     In the event of an Asset Sale that  constitutes a Change in Control for one
or more Eligible  Employees,  the Company may assign the  liabilities  hereunder
with respect to all such Eligible Employees to the Successor to the assets sold.
To the extent that any such  Successor  assumes  such  liabilities  following an
Asset Sale,  the Company  shall have no liability  whatsoever  for payments that
become payable  hereunder  with respect to any Eligible  Employee who is offered
comparable  employment  with the  Successor to the assets  sold,  disposed of or
transferred   following  such  Asset  Sale  or  the  Eligible  Employee  accepts
employment with such Successor  within six months  following such Asset Sale or,
where the Asset Sale is  consummated  in the form of a sale of a subsidiary,  to
any Eligible  Employee who remains  employed with such  subsidiary or is offered
comparable  employment  with the  Successor to the assets  sold,  disposed of or
transferred   following  such  Asset  Sale  or  the  Eligible  Employee  accepts
employment with such Successor within six months following such Asset Sale.



                  IN WITNESS WHEREOF, the Company has caused the Plan to be
amended and restated as of the 30th day of June, 2005.



                                        THE TOPPS COMPANY, INC.

                                        By: ________________________






<PAGE>


                             THE TOPPS COMPANY, INC.
                            EXECUTIVE SEVERANCE PLAN


                        ACKNOWLEDGMENT AND ACCEPTANCE OF
                      THE TERMS AND CONDITIONS OF THE PLAN



I acknowledge  receipt of a copy of The Topps Company,  Inc. Executive Severance
Plan, Amended and Restated as of June 30, 2005 (the "Plan"). I have familiarized
myself with the  information  in the Plan and do hereby agree to be bound by the
terms and conditions of the Plan.

I understand  and agree that my  employment  with The Topps  Company,  Inc. (the
"Company")  will  continue  to be  "at-will,"  that  either the Company or I may
terminate  my  employment  relationship  with the Company at any time,  and that
nothing in this Plan is intended to imply or create any  guarantee of employment
between the Company and me.




-----------------------                         ----------------
Employee Signature                              Date



Please sign and return to Bill O'Connor

Source: OneCLE Business Contracts.