VOTING AGREEMENT

VOTING AGREEMENT

This VOTING AGREEMENT (this "AGREEMENT"), dated as of the Effective Date,

by and among Tornante-MDP Joe Holding LLC, a Delaware limited liability company

("PARENT"), and the stockholder ("STOCKHOLDER") of The Topps Company, Inc., a

Delaware corporation (the "COMPANY"), identified on the signature page hereto.

All references to the "Effective Date" shall mean the Effective Date as defined

in the Merger Agreement, and similarly, all references to the "date hereof"

shall mean the Effective Date.

R E C I T A L S:

WHEREAS, the Company, Parent and Tornante-MDP Joe Acquisition Corp., a

Delaware corporation and a wholly owned subsidiary of Parent ("MERGER SUB"), are

entering into an Agreement and Plan of Merger (as amended from time to time, the

"MERGER AGREEMENT"), dated as of the Effective Date (as defined in the Merger

Agreement), providing for, among other things, the merger of Merger Sub with and

into the Company, with the Company continuing as the surviving corporation and

wholly owned subsidiary of Parent (the "MERGER");

WHEREAS, as of the date hereof, Stockholder is the Beneficial Owner (as

defined below) of, and has the sole right to vote and dispose of, that number of

shares of common stock (the "COMPANY SHARES") of the Company set forth beside

Stockholder's name on Schedule A hereto; and

WHEREAS, concurrently with the effectiveness of the Merger Agreement, and

as a condition and inducement to the willingness of Parent and Merger Sub to

enter into the Merger Agreement and incur the obligations set forth therein,

Parent has required that Stockholder enter into this Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual

representations, warranties, covenants and agreements contained herein, the

parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

Capitalized terms used but not defined in this Agreement are used in this

Agreement with the meanings given to such terms in the Merger Agreement. In

addition, for purposes of this Agreement:

"AFFILIATE" means, with respect to any specified Person, any Person that

directly, or indirectly through one or more intermediaries, controls, or is

controlled by, or is under common control with, the Person specified. For

purposes of this Agreement, with respect to Stockholder, "AFFILIATE" shall not

include the Company and the Persons that directly, or indirectly through one or

more intermediaries, are controlled by the Company. For the

avoidance of doubt, no officer or director of the Company shall be deemed an

Affiliate of another officer or director of the Company by virtue of his or her

status as an officer or director of the Company.

"ALTERNATIVE TRANSACTION" means (i) any transaction of the type described

in the definition of Acquisition Proposal contained in the Merger Agreement

other than the transactions contemplated by the Merger Agreement and (ii) any

other action, agreement or transaction that would reasonably be expected to

hinder, delay, impede, interfere, postpone, discourage, adversely affect or

frustrate the consummation of the transaction contemplated by the Merger

Agreement.

"BENEFICIALLY OWNED" or "BENEFICIAL OWNERSHIP" with respect to any

securities means having beneficial ownership of such securities (as determined

pursuant to Rule 13d-3 under the Exchange Act, disregarding the phrase "within

60 days" in paragraph (d)(1)(i) thereof), including pursuant to any agreement,

arrangement or understanding, whether or not in writing. Without duplicative

counting of the same securities, securities Beneficially Owned by a Person shall

include securities Beneficially Owned by (i) all controlled Affiliates of such

Person, and (ii) all other Persons with whom such Person would constitute a

"group" within the meaning of Section 13(d) of the Exchange Act and the rules

promulgated thereunder.

"BENEFICIAL OWNER" with respect to any securities means a Person that has

Beneficial Ownership of such securities.

"PERSON" means an individual, corporation, limited liability company,

partnership, association, trust or any other entity or organization, including

any Governmental Entity.

"SUBJECT SHARES" means, with respect to Stockholder, without duplication,

(i) the Company Shares owned by Stockholder on the date hereof as described on

Schedule A, and (ii) any additional Company Shares acquired by Stockholder or

over which the Stockholder acquires Beneficial Ownership from and after the date

hereof, whether pursuant to existing stock option agreements or otherwise.

"TRANSFER" means, with respect to a security, the sale, transfer, pledge,

hypothecation, encumbrance, assignment or disposition of such security or the

Beneficial Ownership thereof, the offer to make such sale, transfer or other

disposition, and each option, agreement, arrangement or understanding, whether

or not in writing, to effect any of the foregoing. As a verb, "TRANSFER" shall

have a correlative meaning.

ARTICLE II

COVENANTS OF SHAREHOLDER

Section 2.1 Irrevocable Proxy. Concurrently with the execution of

this Agreement, Stockholder agrees to deliver to Parent a proxy in the form

attached hereto as Exhibit A (the "PROXY"), which shall be irrevocable to the

extent provided in Section 212

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of the Delaware General Corporation Law (the "DGCL"), with respect to the

Subject Shares referred to therein.

Section 2.2 Agreement to Vote.

(a) At any meeting of the stockholders of the Company held prior to the

Expiration Date (as defined in Section 5.13), however called, and at

every adjournment or postponement thereof prior to the Expiration

Date, or in connection with any written consent of, or any other

action by, the stockholders of the Company given or solicited prior

to the Expiration Date, Stockholder shall vote, or provide a consent

with respect to, all of the Subject Shares entitled to vote or to

consent thereon (i) in favor of adoption and approval of the Merger

Agreement and the transactions contemplated thereby, and any actions

required in furtherance thereof and (ii) against any Alternative

Transaction and against any other action or agreement that would

result in a breach in any material respect of any covenant,

representation or warranty or any other obligation or agreement of

the Company under the Merger Agreement or that is intended.

(b) Stockholder shall not enter into any agreement with any Person

(other than Parent) prior to the Expiration Date (with respect to

periods prior to or after the Expiration Date) directly or

indirectly to vote, grant any proxy or give instructions with

respect to the voting of, the Subject Shares in respect of the

matters described in Section 2.2 hereof.

Section 2.3 Revocation of Proxies; Cooperation. Stockholder agrees as

follows:

(a) Stockholder hereby represents and warrants that any proxies

heretofore given in respect of the Subject Shares with respect to

the matters described in Section 2.2(a) hereof are not irrevocable,

and Stockholder hereby revokes any and all prior proxies with

respect to such Subject Shares as they relate to such matters. Prior

to the Expiration Date, Stockholder shall not directly or indirectly

grant any proxies or powers of attorney with respect to the matters

set forth in Section 2.2(a) hereof (other than to Parent), deposit

any of the Subject Shares or enter into a voting agreement (other

than this Agreement) with respect to any of the Subject Shares

relating to any matter described in Section 2.2(a).

(b) Stockholder will (i) use all reasonable efforts to cooperate with

the Company, Parent and Merger Sub in connection with the

transactions contemplated by the Merger Agreement, (ii) promptly

take such actions as are necessary to consummate such transactions,

and (iii) provide any information reasonably requested by the

Company, Parent or Merger Sub for any regulatory application or

filing sought for such transactions.

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Section 2.4 No Solicitation. Stockholder agrees that:

(a) Stockholder shall not, and shall cause its Affiliates and its and

their Representatives not to, directly or indirectly, (i) solicit,

initiate or knowingly encourage any proposal that constitutes, or

could reasonably be expected to lead to, an Alternative Transaction,

(ii) participate or engage in discussions or negotiations with, or

disclose or provide any non-public information relating to

Stockholder, the Company, the Company's Subsidiaries, Parent or

Merger Sub or this Agreement or the Merger Agreement and the

transactions contemplated hereby and thereby to, or afford access to

any of the properties, books or records of Stockholder, the Company

or the Company's Subsidiaries to, any Person with respect to any

Alternative Transaction, (iii) approve, endorse, recommend or vote

for (or consent to) any Alternative Transaction or (iv) enter into

any agreement or agreement in principle with any Person with respect

to an Alternative Transaction.

(b) Notwithstanding anything to the contrary contained in this

Agreement, (i) the provisions of this Agreement apply solely to

Stockholder when acting in his or its capacity as a stockholder of

the Company and not when acting or purporting to act as a

representative or an officer or director of the Company (it being

understood that the Company has separate and independent obligations

to Parent and Merger Sub under the Merger Agreement, including,

without limitation, Section 6.2 thereof); and (ii) none of the

provisions of this Agreement shall be construed to prohibit, limit

or restrict Stockholder from exercising Stockholder's fiduciary

duties to the Company and/or its stockholders by voting or taking

any other action whatsoever in Stockholder's capacity as a director

or officer of the Company.

Section 2.5 No Transfer of Subject Shares; Publicity. Stockholder

agrees that:

(a) Stockholder (i) shall not subject any of the Subject Shares to, or

suffer to exist on any of the Subject Shares, any Lien, (ii) shall

not Transfer or agree or offer to Transfer any of the Subject Shares

or, with respect to any matter described in Section 2.2(a), grant

any proxy or power-of-attorney with respect to any of the Subject

Shares and (iii) shall take all action reasonably necessary to

prevent creditors in respect of any pledge of the Subject Shares

from exercising their rights under such pledge.

(b) Unless required by applicable law, neither Stockholder nor any of

its Affiliates or Representatives shall make any press release or

public announcement with respect to the business or affairs of the

Company, Parent or Merger Sub, including this Agreement and the

Merger

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Agreement and the transactions contemplated hereby and thereby,

without the prior written consent of Parent in each instance.

2.6 No Appraisal. Stockholder agrees not to make a demand for appraisal

in respect of the Subject Shares pursuant to Section 262 of the DGCL, and hereby

irrevocably and unconditionally waives any rights of appraisal or any

dissenters' rights pursuant to Section 262 of the DGCL and any similar rights,

in each case to the extent relating to the Merger or any related transaction,

that Stockholder may have by virtue of the Subject Shares.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND ADDITIONAL COVENANTS

OF SHAREHOLDER

Stockholder represents, warrants and covenants to Parent and Merger Sub

that:

Section 3.1 Ownership. Stockholder is the sole Beneficial Owner and

the record and legal owner of the Subject Shares identified on Schedule A and

such shares constitute all of the capital stock of the Company Beneficially

Owned by Stockholder. Stockholder has good and valid title to all of such

shares, free and clear of all Liens, claims, options, proxies, voting agreements

and security interests and has the sole right to such Subject Shares and there

are no restrictions on rights of disposition or other Liens pertaining to such

Subject Shares. None of the Subject Shares is subject to any voting trust or

other contract with respect to the voting thereof, and no proxy, power of

attorney or other authorization has been granted with respect to any of such

Subject Shares.

Section 3.2 Authority and Non-Contravention.

(a) The Stockholder is an individual, and not a corporation, limited

liability company, partnership, trust or other such entity.

(b) Assuming due authorization, execution and delivery of this Agreement

by Parent, this Agreement has been duly and validly executed and

delivered by Stockholder and constitutes the legal, valid and

binding obligation of Stockholder, enforceable against Stockholder

in accordance with its terms except (i) to the extent limited by

applicable bankruptcy, insolvency or similar laws affecting

creditors' rights and (ii) the remedy of specific performance and

injunctive and other forms of equitable relief may be subject to

equitable defenses and to the discretion of the court before which

any proceeding therefor may be brought. Stockholder has all

necessary power, authority and legal capacity to execute and deliver

this Agreement and to perform its obligations under this Agreement,

and no other proceed