contrast, the dissidents' nominees appear to have no relevant experience. In fact, Pembridge's nominees have very little business experience at all. The dissident slate includes the president of a small activist hedge fund (with no public track record of performance and no employees), who has also worked at a law firm and a ‘‘boutique’’ investment bank; a consultant lawyer who also worked at this same ‘‘boutique’’ investment bank; and a 30 year-old who has spent the three years since he finished business school as an employee of another activist hedge fund. We do not believe that the dissident nominees are qualified to serve as directors of the Company.

In contrast to the Topps Board, Pembridge's nominees admit that they have no concrete plan to enhance the value of Topps. Rather, they want to explore a sale of some or all of the Company. But we've already been there and done that, and we know that it's not the right answer for today. Before embarking on this strategic plan, the Board of Directors seriously pursued another strategic alternative – the sale of the Confectionary business with the assistance of Lehman Brothers. The sales process was a thorough and extensive one that was intended to reach a result for the benefit of all of our stockholders. Unfortunately it did not do so. Now, our full attention is appropriately focused on building value for stockholders by strengthening and growing the business, which is what the Board is doing.

Company performance will not benefit from the addition of Pembridge's director nominees who, we believe, have no relevant experience and no specific plan to create value for stockholders and may, in fact, undermine the successful implementation of Topps' strategic plan. Don't let Pembridge try to derail the strategic plan, especially when that plan is just beginning to bear fruit.

Despite not having any concrete plan of its own and not having any experience running a business like Topps, Pembridge has criticized our strategic plan, making self-serving statements that ‘‘the suggested cost cuts don't go nearly far enough.’’ We strongly believe, however, that we are taking well-conceived steps to strengthen the business and enhance stockholder value and that the steps we are taking now, including cost cuts, are appropriate.

Our Binding Governance Proposals Reflect Our Willingness To Listen To Stockholders
And Our Confidence In Our Ability To Successfully Implement Our Strategic Plan For Topps' Stockholders.

To underscore our responsiveness to stockholder concerns and our confidence in our strategic plan for Topps, we are presenting for stockholder approval binding amendments to our Certificate of Incorporation and By-laws that we fully support and that will make your Board of Directors substantially more accountable to you, the Company's stockholders. If these proposals are approved by stockholders at the 2006 Annual Meeting, all Topps directors will be up for election at the 2007 Annual Meeting.

Although the Topps Board and management fully support our governance proposals, Pembridge has cynically stated its belief that the Board is acting ‘‘behind the scenes’’ to hinder their adoption. This is nothing more than a smokescreen as Pembridge grasps at straws in the absence of a concrete plan of its own to deliver value to stockholders. The fact of the matter is that Topps' stockholder base is heavily concentrated, the Board is voting for these proposals and we are doing all we can to see that the proposals are approved by a wide margin. The Board cannot be any clearer in its recommendation that Topps stockholders vote ‘‘FOR’’ the adoption of these governance proposals.

Your Vote Is Important. Protect Your Investment. Support Your Board's Nominees.

Your Board of Directors is firmly committed to acting in the best interest of all stockholders and unanimously recommends that you vote the enclosed WHITE proxy card today FOR your Board's director nominees.

Your vote is extremely important – no matter how many shares you own. To vote your shares, please sign, date and return the enclosed WHITE proxy card and mail it promptly in the enclosed self-addressed, stamped envelope.