provides for a severance payment in the event a participant’s employment with the Company is terminated (i) by the Company without cause (not in connection with a change in control of the Company) or (ii) by the Company without cause or by the participant for good reason (in either case, in connection with a change in control of the Company or within two years following such change in control). The amount of severance payable upon a termination not in connection with a change in control is based on the participant’s years of service with the Company. Following such termination, a participant is entitled to severance equal to six weeks of base salary plus one week of base salary for every year of service (rounded up after completion of six months), with a minimum of eight weeks of base salary. The amount of severance payable upon a termination in connection with or within two years following a change in control is equal to two times the sum of the participant’s (i) then current base salary and (ii) highest annual incentive award paid with respect to the three fiscal years prior to the termination date. Named executive officers receiving severance payments under the Executive Severance Plan are subject to certain restrictions, including confidentiality requirements during and following termination of employment in connection with a change in control. We are not obligated to pay anything beyond vested benefit amounts to any named executive officer who resigns voluntarily.

Mr. Shorin’s Employment Agreement.    Pursuant to the terms of Mr. Shorin’s employment agreement, if Mr. Shorin is terminated without ‘‘cause’’ or resigns for ‘‘good reason’’ (as defined in the employment agreement), he will receive a full or prorated bonus for the year of termination (based on the time within the fiscal year that the termination occurs), and a lump sum severance payment will be made as liquidated damages in an amount equal to three times Mr. Shorin’s base salary plus his highest annual bonus paid for the three fiscal years ended prior to the date of termination. The base salary amount used for purposes of calculating Mr. Shorin’s severance is his former base salary $885,000, despite the fact that his current agreement as amended provides for a base salary of $500,000, as discussed above. In addition, he will continue to participate in all of our benefit plans for a period of three years following such termination, and all of his unvested stock options will vest and remain exercisable in accordance with their terms.

The agreement also requires that, in the event any payments made upon his termination of employment are treated as ‘‘parachute payments’’ subject to excise taxes under federal tax law, we will make an additional payment to the applicable tax authorities on behalf of Mr. Shorin so that his after-tax position is the same as if the payments were not subject to an excise tax. In the event of Mr. Shorin’s termination without cause or resignation for good reason, as defined in his employment agreement, any severance compensation paid to Mr. Shorin is counted in determining his highest average compensation for purposes of his Supplemental Pension Agreement and Mr. Shorin will be credited with three additional years of service for pension purposes.

If we choose not to extend the term of his employment agreement, Mr. Shorin’s employment will terminate on May 31, 2009, or May 31, 2010 if an interim two-year extension is approved by the Board of Directors as discussed above, and he will be entitled to the severance compensation outlined above for a termination without cause for two years instead of three. If Mr. Shorin elects to retire at the end of the term rather than seek an extension of the Term, Mr. Shorin will be entitled to the severance compensation outlined above for one year instead of three. In addition, the employment agreement provides that if the term is not extended beyond May 31, 2009, or May 31, 2010, as applicable, or if Mr. Shorin retires at the end of the term, the Company will offer Mr. Shorin a three-year post-employment consulting agreement providing for a $350,000 annual consulting fee in return for Mr. Shorin’s continued part-time services. In addition to the consulting fees, Mr. Shorin will be entitled to continued participation in all executive perquisites, a suitable office with secretarial support in midtown Manhattan and a suitable car and driver.

Mr. Silverstein’s Employment Agreement.    Pursuant to the terms of Mr. Silverstein’s employment agreement, if Mr. Silverstein is terminated without ‘‘Cause’’ or resigns for ‘‘Good Reason’’ as defined in his agreement, he would receive 18 months’ base salary in a lump sum, plus an incentive payment equal to the greater of the average incentive earned in the prior three fiscal years or 50% of the target incentive for the year prior to the year of termination. He would also receive the cost of COBRA benefits plus the difference between what the insurance pays for services and what the provider

17

charges (except for cosmetic procedures, prescriptions drugs, athletic devices, experimental procedures and some alternative medicine treatments) for 18 months following the month of termination.

If Mr. Silverstein’s contract is not renewed, he will receive a lump sum payment equal to 12 months base salary plus an incentive payment equal to the average incentive earned in the last three years, or 50% of the target incentive for the year prior to the year of termination, whichever is greater, and the medical benefits described in the preceding paragraph except that the period will be 12 months.

If there is a ‘‘Change in Control’’ and Mr. Silverstein is terminated as a result, he would receive two times the sum of (i) his then current base salary and (ii) his highest incentive award paid in the last three fiscal years, plus a prorated incentive for the current fiscal year if the effective date of termination is on or after the first day of the seventh month of the fiscal year. He will receive medical benefits for 18 months as described above and any unvested options will immediately vest.

If Mr. Silverstein’s employment terminates as a result of his death or disability, he would receive any unpaid incentive for any completed fiscal year and a pro rata incentive (determined using the annual incentive paid or payable in the immediately prior fiscal year) based on the number of days elapsed from the start of the fiscal year in which the termination occurs and including the date of termination. Any options, shares of restricted stock or other equity compensation held by Mr. Silverstein would vest immediately. Health benefits provided to Mr. Silverstein and his covered dependents as of the date of termination would continue in accordance with COBRA at his expense or his estate or his dependents as the case may be.

If Mr. Silverstein’s employment terminates for ‘‘Cause’’, he would only be eligible for ‘‘Accrued Obligations’’ as defined by his agreement.

The following tables set forth information based upon certain assumptions as to the potential contractual payments due upon termination of employment prior to or following a change in control for each named executive officer. These payments are based on the assumption that the payment event occured on the last day of our 2007 fiscal year.

Potential Payments upon Termination or Change in Control – Arthur Shorin

Benefit						Voluntary						For Cause						Death						Disability						Without Cause/For Good Reason						Without Cause/For Good Reason following Change in Control
Cash Severance								—						—					$	500,000						—					$	4,058,433					$	4,058,433
Retirement  Benefits			DB Plan					—					$	8,265,387					$	8,265,387					$	8,265,387					$	8,265,387					$	8,265,387
Other Benefits			Health & Welfare					—						—						—					$	24,909					$	74,727					$	74,727
			Perquisites					—						—						—						—					$	672,000					$	672,000
Total								—					$	8,265,387					$	8,765,387					$	8,290,296					$	13,070,547					$	13,070,547

Potential Payments upon Termination or Change in Control – Scott Silverstein

Benefit						Voluntary						For Cause						Death						Disability						Without Cause/For Good Reason						Without Cause/For Good Reason following Change in Control
Cash Severance								—						—						—						—					$	853,290					$	1,506,036
Equity			Restricted Stock					—						—					$	15,282					$	15,282					$	15,282					$	15,282
Other Benefits			Health & Welfare					—						—						—						—					$	45,858					$	45,858
Total								—						—					$	15,282					$	15,282					$	914,430					$	1,567,176

18

---

Potential Payments upon Termination or Change in Control – Catherine Jessup

Benefit			Voluntary						For Cause						Death						Disability						Without Cause/For Good Reason						Without Cause/For Good Reason following Change in Control
Cash Severance					—						—						—						—					$	97,615					$	862,130
Total					—						—						—						—					$	97,615					$	862,130

Potential Payments upon Termination or Change in Control – Ira Friedman

Benefit			Voluntary						For Cause						Death						Disability						Without Cause/For Good Reason						Without Cause/For Good Reason following Change in Control
Cash Severance					—						—						—						—					$	129,231					$	886,004
Total					—						—						—						—					$	129,231					$	886,004

Potential Payments upon Termination or Change in Control – Warren Friss

Benefit			Voluntary						For Cause						Death						Disability						Without Cause/For Good Reason						Without Cause/For Good Reason following Change in Control
Cash Severance					—						—						—						—					$	93,808					$	857,525
Unexercisable Options					—						—						—						—						—					$	37,100
Total					—						—						—						—					$	93,808					$	894,625

Director Compensation

The following table sets forth the compensation paid to each director who was not also an employee of the Company during the fiscal year ended March 31, 2007.

Name			Fees Earned or Paid in Cash (1)						Stock Awards (2)						Option Awards						Non-Equity Incentive Plan Compensation						Change in Pension Value & Nonqualified Deferred Compensation Earnings						All Other Compensation						Total
Alan Feder (3)				$	52,560					$	19,996						—						—						—						—					$	72,556
Stephen Greenberg (4)				$	44,363					$	19,996						—						—						—						—					$	64,359
Edward Miller (5)				$	10,000						—						—						—						—						—					$	10,000
Ann Kirshner (6)				$	22,000					$	19,996						—						—						—						—					$	41,996
Dave Mauer (7)				$	26,000					$	19,996						—						—						—						—					$	45,996
Jack Nusbaum				$	20,000					$	19,996						—						—						—						—					$	39,996
Richard Tarlow (8)				$	22,000					$	19,996						—						—						—						—					$	41,996
Arnaud Ajdler (9)				$	29,363					$	19,996						—						—						—						—					$	49,359
John Jones (10)				$	12,000					$	19,996						—						—						—						—					$	31,996
Timothy Brog (11)				$	29,363					$	19,996						—						—						—						—					$	49,359

(1)

Consistent with past practice, we paid each non-employee Director an annual fee of $20,000 in cash, payable quarterly on a pro rata basis, for being a member of the Board. In addition, annual fees are paid for their service on committees as follows: Audit Committee: Chairperson-$6,000, Secretary-$3,000, Member-$2,000, Compensation and Nominating and Corporate Governance Committee: Chairperson-$4,000, Secretary & Members-$2,000, Ad Hoc Committee members-$40,000. Compensation for the Ad Hoc Committee was approved by the Board of Directors in fiscal 2007 and was payable effective September 20, 2006 with members receiving a pro-rata portion of the annual fee in 2007.

(2)

As a portion of directors’ annual compensation, each non-employee Director receives an annual grant of restricted stock which at the date of grant is equal to $20,000 (rounded to the nearest share) based upon the closing price of Company stock on such grant date. For 2007, they each received 2,301 shares based upon a closing price of $8.69 per share on date of grant. These restricted shares will be restricted until the 2007 annual meeting of stockholders provided, that if the 2007 annual meeting of stockholders is not scheduled within thirteen months of August, 25 2006, the restricted shares shall vest on August, 25 2006. The restricted shares also vest on a change in control of the Company.

19

---

(3)	Allan Feder became Lead Director on October 17, 2006 and received a pro-rata portion of the $20,000 annual retainer for serving in this position. He also served as the Chairperson of the Audit Committee, Secretary of the Nominating and Corporate Governance, and a member of Ad Hoc Committees.

(4)	Mr. Stephen Greenberg is Secretary of the Audit Committee, Chairperson of the Nominating and Corporate Governance Committee and member of the Ad Hoc Committee.

(5)	Mr. Edward Miller was not re-elected as Director in 2007 and received only a pro-rated portion of his annual retainer for the term served.

(6)	Ms. Ann Kirschner is a member of the Compensation Committee.

(7)	Mr. David Mauer is the Chairperson of the Compensation Committee and also a member of the Nominating and Corporate Governance Committee.

(8)	Mr. Richard Tarlow is a member of the Compensation Committee.

(9)	Mr. Arnaud Ajdler is a member of the Audit Committee and the Ad Hoc Committee.

(10)	Mr. John Jones is a member of the Nominating and Corporate Governance Committee.

(11)	Mr. Timothy Brog is a member of the Compensation Committee and the Ad Hoc Committee.

20

---

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth information available to the Company as to shares of Common Stock owned as of June 15, 2007 by (i) each director, (ii) each person named in the Summary Compensation Table, (iii) all directors and executive officers as a group and (iv) each person known to the Company to be the beneficial owner of more than five percent of the outstanding Common Stock,. Except as otherwise indicated, each person named below has sole investment and voting power with respect to the shares of Common Stock shown.

Table 9.    Beneficial Ownership of Common Stock by Directors and Management

Name of Beneficial Owner			Amount and Nature of Beneficial Ownership (1)						Percentage of Shares Outstanding
Arthur T. Shorin (2)(3)					2,900,489						7.4	%
Arnaud Ajdler (4)					2,301							*
Timothy E. Brog (4)					133,425							*
Allan A. Feder (2)(5)					78,301							*
Ira Friedman (6)					83,400							*
Warren Friss (7)					131,384							*
Stephen D. Greenberg (8)					137,750							*
Cathy Jessup (9)					171,333							*
John Jones (4)					2,301							*
Ann Kirschner (10)					76,750							*
Dave Mauer (11)					143,750							*
Jack H. Nusbaum (12)					158,750							*
Sherry Schultz (13)					15,000							*
Scott A. Silverstein (2)(14)					520,199						1.3	%
Richard Tarlow (15)					76,750							*
All directors and executive officers as a group (15 persons) (2)(16)					4,631,883						11.4	%

*	less than 1.0%

(1)

Pursuant to regulations of the Securities and Exchange Commission (the ‘‘Commission’’), shares are deemed to be ‘‘beneficially owned’’ by a person if such person directly or indirectly has or shares the power to vote or dispose of such shares, or has the right to acquire the power to vote or dispose of such shares within 60 days, including any right to acquire through the exercise of any option, warrant or right.

(2)	Does not include 50,000, 1,378 and 20,702 shares of Common Stock owned by immediate family members of each of Messrs. Shorin, Feder and Silverstein, respectively. Messrs. Shorin, Feder and Silverstein disclaim beneficial ownership of such shares.

(3)	Includes 582,500 shares of Common Stock issuable upon exercise of options.

(4)

Based upon a joint Schedule 13D filed on June 4, 2007 with the Commission by Crescendo Partners II L.P., Series Y, Crescendo Investments II, LLC, Crescendo Advisors LLC, Eric Rosenfeld, Timothy E. Brog, Arnaud Ajdler, John J. Jones and the Committee to Enhance Topps, Michael Appel, Jeffrey D. Dunn, Charles C. Huggins, Thomas E. Hyland, Thomas B. McGrath and Michael R. Rowe.

(5)	Includes 68,000 shares of Common Stock issuable upon exercise of options.

(6)	Includes 82,000 shares of Common Stock issuable upon exercise of options.

(7)	Includes 128,084 shares of Common Stock issuable upon exercise of options.

(8)	Includes 85,000 shares of Common Stock issuable upon exercise of options.

(9)	Includes 163,000 shares of Common Stock issuable upon exercise of options.

(10)	Includes 68,000 shares of Common Stock issuable upon exercise of options.

(11)	Includes 115,000 shares of Common Stock issuable upon exercise of options.

(12)	Includes 85,000 shares of Common Stock issuable upon exercise of options.

(13)	Includes 15,000 shares of Common Stock issuable upon exercise of options.

(14)	Includes 464,000 shares of Common Stock issuable upon exercise of options.

(15)	Includes 68,000 shares of Common Stock issuable upon exercise of options.

(16)	Includes 1,923,584 shares of Common Stock issuable upon exercise of options.

---

Table 10.    Beneficial Ownership of Common Stock by Certain Beneficial Owners

Name of Beneficial Owner			Amount and Nature of Beneficial Ownership (1)						Percentage of Shares Outstanding
Arthur T. Shorin (2)(3)					2,900,489						7.4	%
Private Capital Management, Inc. (4)      8889 Pelican Bay Blvd.      Naples, Florida 34108					3,027,421						7.8	%
Crescendo Partners II L.P., Series Y (5) 10 East 53rd Street, 35th Fl. New York, New York 10022					2,547,700						6.6	%
Dimensional Fund Advisors LP (6)      1299 Ocean Avenue Santa Monica, California 90401					2,514,497						6.5	%
Gamco Investors, Inc. (7) One Corporate Center Rye, New York 10580					2,374,861						6.1	%
Royce & Associates, LLC (8) 1414 Avenue of the Americas New York, New York 10019					2,286,570						5.9	%

(1)

Pursuant to regulations of the Securities and Exchange Commission (the ‘‘Commission’’), shares are deemed to be ‘‘beneficially owned’’ by a person if such person directly or indirectly has or shares the power to vote or dispose of such shares, or has the right to acquire the power to vote or dispose of such shares within 60 days, including any right to acquire through the exercise of any option, warrant or right.

(2)	Does not include 50,000, 1,378 and 20,702 shares of Common Stock owned by immediate family members of each of Messrs. Shorin, Feder and Silverstein, respectively. Messrs. Shorin, Feder and Silverstein disclaim beneficial ownership of such shares.

(3)	Includes 582,500 shares of Common Stock issuable upon exercise of options.

(4)	Based upon a Schedule 13G filed on February 14, 2007 with the Commission by Private Capital Management, Inc.

(5)

Based upon a joint Schedule 13D filed on June 4, 2007 with the Commission by Crescendo Partners II L.P., Series Y, Crescendo Investments II, LLC, Crescendo Advisors LLC, Eric Rosenfeld, Timothy E. Brog, Arnaud Ajdler, John J. Jones and the Committee to Enhance Topps, Michael Appel, Jeffrey D. Dunn, Charles C. Huggins, Thomas E. Hyland, Thomas B. McGrath and Michael R. Rowe.

(6)	Based upon a Schedule 13G filed on February 9, 2007 with the Commission by Dimensional Fund Advisors LP

(7)	Based upon a Schedule 13D filed on January 20, 2006 with the Commission by Gamco Investors, Inc.

(8)	Based upon a Schedule 13G filed on January 25, 2007 with the Commission by Royce & Associates, LLC.

The information required by Item 201(d) of Regulation S-K with respect to the Company’s common stock authorized for issuance under its equity compensation plans is set forth in the original filing of the Company’s Annual Report on Form 10-K for the fiscal year ended March 3, 2007.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Review and Approval of Related Person Transactions

We have adopted a written policy concerning the review, approval or ratification of transactions with related persons. The Nominating and Corporate Governance Committee Charter provides that the Nominating and Corporate Governance Committee is responsible for (1) the review, approval or ratification of ‘‘related person transactions’’ between the Company or its subsidiaries and related persons, and (2) the resolution of any actual or potential conflicts of interest of any Board member. Additionally, the Audit Committee’s written charter provides that the Audit Committee is required to approve all ‘‘related party transactions’’ entered into by the Company with any of the Company’s directors or executive officers. Under SEC rules, a related person is, or anytime since the beginning of the last fiscal year was, a director, officer, nominee for director, a 5% stockholder of the Company or an immediate family member (as defined under applicable SEC rules) of such persons. A related

---

person transaction is any transaction or series of transactions in which the Company or a subsidiary is a participant, the amount involved exceeds $120,000, and a related person has a direct or indirect material interest.

Directors, executive officers and nominees must complete an annual questionnaire and disclose all potential related person transactions involving themselves and their immediate family members that are known to them. Throughout the year, directors and executive officers must notify the Corporate Secretary and Chief Accounting Officer of any potential related person transactions as soon as they become aware of any such transaction. Furthermore, our Disclosure Committee inquires whether there are any ‘‘related party transactions’’ at each quarterly meeting of our Disclosure Committee. The Corporate Secretary and Chief Accounting Officer are required to inform the Nominating and Corporate Governance Committee and the Audit Committee of any related person transaction of which they are aware. The Corporate Secretary and Chief Accounting Officer are responsible for conducting a preliminary analysis and review of potential related person transactions and presentation to the Nominating and Corporate Governance Committee and the Audit Committee for review, including provision of additional information to enable proper consideration by the Committee. As necessary, the Nominating and Corporate Governance Committee and the Audit Committee shall review approved related person transactions on a periodic basis throughout the duration of the transaction to ensure that the transaction remains in the best interests of the Company. The Nominating and Corporate Governance Committee has express authorization to, in its discretion, engage outside counsel to review certain related person transactions. In addition, the Nominating and Corporate Governance Committee and/or the Audit Committee may request that the full Board of Directors consider the approval or ratification of related person transactions if it deems advisable.

Jack H. Nusbaum, a director of the Company, is a partner in and the chairman of the law firm of Willkie Farr and Gallagher, LLP, which serves as outside counsel for the Company. During the fiscal year ended March 3, 2007, Willkie Farr & Gallagher represented the Company on a wide range of matters, including the Company’s proxy contest prior to its 2006 annual meeting of stockholders, various securities compliance, corporate governance and employment matters and the negotiation of Company’s pending merger with entities owned by The Tornante Company LLC and Madison Dearborn Partners, LLC (which is more fully described in the Company’s original filing of its Form 10-K and the Company’s most recently definitive proxy statement most recently filed with the SEC). For the fiscal year ended March 3, 2007, the Company paid Willkie Farr & Gallagher $964,420 in the aggregate for legal fees and related expenses and disbursements.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

Pre-Approval Policies and Procedures

Pursuant to its charter, the Audit Committee is responsible for reviewing and pre-approving all audit and non-audit services provided by Deloitte & Touche LLP and shall not engage Deloitte & Touche LLP to perform the specific non-audit services proscribed by law or regulation. The Committee may delegate pre-approval authority to the Chairman of the Audit Committee, in which case such approval must be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee pre-approved all audit, audit-related, tax and other services provided by Deloitte & Touche LLP for the recently completed fiscal year.

---

Auditors Service Fees

The following is the breakdown of aggregate fees billed by the auditors to the Company for professional services in the last two fiscal years.

Description			2006						2007
Audit Fees				$	1,223,763					$	963,855
Audit-Related Fees (1)				$	0					$	60,000
Tax Fees (2)				$	143,946					$	167,626
Total				$	1,367,709					$	1,191,481

(1)	Consists of acquisition-related due diligence fees.

(2)	Consists primarily of U.S. and international tax compliance and planning and related due diligence fees.

Report of The Audit Committee of The Board of Directors

The Audit Committee has reviewed and discussed with management and the independent auditors the audited financial statements for the fiscal year ended March 3, 2007. In addition, the Audit Committee has discussed with the independent auditors the matters required to be discussed by the Statement on Auditing Standards No. 61, Communications with Audit Committees, as amended, by the Auditing Standards Board of the American Institute of Certified Public Accountants.

The independent auditors provided to the Audit Committee the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, as amended. The Audit Committee has reviewed and discussed with the independent auditors the firm’s independence and has considered the compatibility of any non-audit services with the auditors’ independence.

Based on its review of the audited financial statements and the various discussions referred to above, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in the Company’s annual report on Form 10-K for the fiscal year ended March 3, 2007.

June 29, 2007

Allan A. Feder, Committee Chair
Arnaud Ajdler
Stephen D. Greenberg

---

PART IV

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) (1) Financial Statements

See Item 15(a)(1) of the Company’s Annual Report on Form 10-K for the fiscal year ended March 3, 2007, which was filed on June 1, 2007.

      (2) Financial Statement Schedules

See Item 15(a)(2) of the Company’s Annual Report on Form 10-K for the fiscal year ended March 3, 2007, which was filed on June 1, 2007.

      (3) Listing of Exhibits

	2	.1				–			Agreement and Plan of Merger, effective March 5, 2007, by and among the Company, Tornante-MDP Joe Holding LLC and Tornante-MDP Joe Acquisition Corp (Incorporated by reference to Exhibit 2.1 to the Company’s Report of Form 8-K/A dated March 5, 2007).
	3	.1				–			Seconded Amended and Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 8-K dated August 28, 2006).
	3	.2				–			Amended and Restated By-laws of the Company (Incorporated by reference to Exhibit 3.2 to the Company’s Report on Form 8-K dated August 28, 2006).
	4	.1				–			Form of Voting Agreement between Tornante-MDP Joe Holding LLC and certain directors of the Company, in their respective capacity as stockholders of the Company (Incorporated by reference to Exhibit 4.1 to the Company’s Report of Form 8-K/A dated March 5, 2007).
	10	.1				–			The Topps Company, Inc. Fiscal Year 2007 Executive Officers’ Annual Bonus Plan (Incorporated by reference to Exhibit 99.1 to the Company’s Report on Form 8-K dated April 17, 2006).
	10	.2				–			Supplemental Pension Agreement with Arthur T. Shorin (Incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 No. 33-130821).
	10	.3				–			Amendment to Supplemental Pension Agreement with Arthur T. Shorin dated May 18, 1994 (Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended February 25, 1995).
	10	.4				–			Stock Option Agreement with Arthur T. Shorin dated March 29, 1995 (Incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 25, 1995).
	10	.5				–			Agreement of Lease between the Company and One Whitehall Company dated February 24, 1994 (Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended February 26, 1994).
	10	.6				–			Amendment and Restatement of the 1994 Non-Employee Director Stock Option Plan (Incorporated by reference to the Company’s 1998 Proxy Statement filed on May 28, 1998).

---

	10	.7				–			Corporate Guaranty in favor of the Bank of Scotland (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 25, 1995).
	10	.8				–			Credit Agreement, dated September 7, 2004, between The Topps Company, Inc. and The JPMorganChase Bank. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period year ended August 28, 2004).
	10	.9				–			Amended and Restated Employment Agreement, effective as of the 1st day of June, 2001, by and between the Company and Arthur T. Shorin (Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended March 1, 2003).
	10	.10				–			First Amendment, effective October 11, 2004, to the Amended and Restated Employment Agreement, by and between the Company and Arthur T. Shorin (Incorporated by reference to the Company’s Form 10-Q filed November 27, 2004).
	10	.11				–			Letter agreement, dated March 5, 2007, between Tornante-MDP Joe Holding LLC, Arthur T. Shorin and the Company (Incorporated by reference to Exhibit 10.1 to the Company’s Report of Form 8-K/A dated March 5, 2007).
	10	.12				–			Termination, Release & Consulting Agreement dated June 20, 2006 between Wizkids, Inc., The Topps Company, Inc. and Jordan Weisman (Incorporated by reference to Exhibit 10.1 to the Company’s Report of Form 8-K dated June 20, 2006).
	10	.13				–			License Agreement between Topps Europe Ltd., a wholly-owned subsidiary of the Company, and The Football Association Premier League Ltd. dated September 30, 2003. Confidential treatment has been requested with respect to portions of this exhibit. Omitted portions have been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period year ended August 28, 2004).
	10	.14				–			License Agreement between Topps Europe Ltd., a wholly-owned subsidiary of the Company, and The Football Association Premier League Ltd. dated January 20, 2006. Confidential treatment has been requested with respect to portions of this exhibit. Omitted portions have been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended (Incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 25, 2006).
	10	.15				–			The Topps Company, Inc. Executive Severance Plan, Amended and Restated as of June 30, 2005 (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed July 7, 2005).
	10	.16				–			The Topps Company, Inc. 2001 Stock Incentive Plan, Amended and Restated as of June 30, 2005 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended August 27, 2005).
	10	.17				–			The Topps Company, Inc. 1996 Stock Option Plan, Amended and Restated as of June 30, 2005 (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed July 7, 2005).
	10	.18				–			Letter Agreement, dated April 18, 2000, among the Company, Enburg Food (Mfg.) Company, Ltd., Enburg Food Thai Co., Ltd., Suzhow Mega Foods Co., Ltd., and John Chiang.*

---

	10	.19				–			Memorandum of Agreement, dated September 5, 2006, between the Company and Major League Baseball Players Association. Confidential treatment has been requested with respect to portions of this exhibit. Omitted portions have been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended August 26, 2006).
	10	.20				–			License Agreement, effective as of January 1, 2006, by and between Major League Baseball Properties, Inc. and the Company. Confidential treatment has been requested with respect to portions of this exhibit. Omitted portions have been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended November 25, 2006).
	10	.21				–			License Agreement between the Company and National Football League Players’ Association, effective March 1, 2007. Confidential treatment has been requested with respect to portions of this exhibit. Omitted portions have been filed with the Securities and Exchange Commission Pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.*
	10	.22				–			Service Agreement between the Company and National Football League Players’ Incorporated, effective March 1, 2004. Confidential treatment has been requested with respect to portions of this exhibit. Omitted portions have been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the securities Exchange Act of 1934, as amended.*
	10	.23				–			Employment Agreement, dated as of January 1, 2007, by and between the Company and Scott A. Silverstein.*
	10	.24				–			Restricted Stock Agreement, dated as of May 7, 2007, by and between the Company and Scott A. Silverstein.**
	21					–			Significant subsidiaries of the Company.*
	23					–			Deloitte & Touche LLP Consent, Independent Registered Public Accounting Firm. *
	31	.1				–			Certification of Principal Executive Officer pursuant to Rules 13(a)-14(a) and 15(d)-14(a) under the Securities Exchange Act of 1934.**
	31	.2				–			Certification of Principal Financial Officer pursuant to Rules 13(a)-14(a) and 15(d)-14(a) under the Securities Exchange Act of 1934.**
	32	.1				–			Certification of Arthur T. Shorin, Chairman and Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
	32	.2				–			Certification of Catherine K. Jessup, Vice-President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

*	Filed with the Company’s Annual Report on Form 10-K for the fiscal year ended March 3, 2007, which was filed on June 1, 2007.

**	Filed herewith.

---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: June 29, 2007			THE TOPPS COMPANY, INC.
			Registrant
			/s/ Arthur T. Shorin
			Arthur T. Shorin Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed on the 29th day of June 2007 by the following persons on behalf of the Registrant and in the capacities indicated.

/s/ Arthur T. Shorin			/s/ Catherine K. Jessup
Arthur T. Shorin			Catherine K. Jessup
Chairman and Chief Executive			Vice President — Chief Financial Officer
Officer			and Treasurer
(Principal Executive Officer)			(Principal Financial Accounting Officer)
/s/ Allan A. Feder			/s/ David Mauer
Allan A. Feder			David Mauer
Director			Director
/s/ Stephen D. Greenberg			/s/ Jack H. Nusbaum
Stephen D. Greenberg			Jack H. Nusbaum
Director			Director
/s/ Ann Kirschner			/s/ Richard Tarlow
Ann Kirschner			Richard Tarlow
Director			Director
/s/ Arnaud Ajdler			/s/ John Jones
Arnaud Ajdler			John Jones
Director			Director
Timothy Brog
Director

---