THE TOPPS COMPANY, INC.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER


Adopted By The Board Of Directors Of
The Topps Company, Inc.
June 1, 2005

I. PURPOSE AND SCOPE

     The primary function of the Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of The Topps Company, Inc. (the "Company") is to assist the Board in fulfilling its responsibilities by: (i) reviewing and making recommendations to the Board regarding the Board's composition and structure, (ii) periodically assessing the functioning of the Board and its Committees, (iii) making recommendations to the Board regarding corporate governance matters and practices and (iv) providing oversight with respect to corporate governance and ethical conduct.

II. COMPOSITION AND MEETINGS

     The Committee shall be comprised of a minimum of three members of the Board as appointed by the Board, each of whom shall meet any independence requirements promulgated by the Securities and Exchange Commission, the National Association of Securities Dealers, any exchange upon which securities of the Company are traded, or any governmental or regulatory body exercising authority over the Company (each a "Regulatory Body"), and each member of the Committee shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.

     The members of the Committee shall be elected by the Board and shall serve until their successors shall be duly elected and qualified or until their earlier resignation or removal. Unless a chair is elected by the full Board, the members of the Committee may designate a chair by majority vote of the full Committee membership.

     The Committee shall meet as necessary, but at least once each year, to enable it to fulfill its responsibilities and duties as set forth herein. The Committee may hold such special meetings as may be called by the Committee's Chairman or the Chairman of the Board. The presence in person or by telephone of a majority of the Committee's members shall constitute a quorum for any meeting of the Committee. All actions of the Committee will require the vote of a majority of its members present at a meeting of the Committee at a meeting of the Committee in which a quorum is present.

     The Committee shall report its actions to the Board and shall keep and submit written minutes of its meetings, and each written consent to action taken without a meeting, which shall be recorded and filed with the books and records of the Company.

III. DUTIES AND RESPONSIBILITIES

           To fulfill its responsibilities and duties, the Committee shall:

 

A.

With respect to the selection of directors:

 

 

1.

Review potential candidates, including those submitted in accordance with the By-Laws or proxy materials of the Company, and recommend to the Board nominees for election as directors of the Company;

 

 

2.

Evaluate the performance of current Board members proposed for reelection, and make recommendations to the Board regarding the appropriateness of members of the Board standing for reelection;

 

 

3.

Evaluate and recommend to the Board the appointment of Board members to Committees of the Board; and

 

 

4.

Have the sole authority to hire and terminate the services of any search firm used in the identification of director candidates and approve such search firm's fees and other terms and conditions of such engagement.

 

B.

With respect to the functioning of the Board, the Committee and the various other committees of the Board, as are currently in place or as may be enacted from time to time:

 

 

1.

Review and make recommendations to the Board concerning the types, duties, functions, size, operation and membership of committees of the Board;

 

 

2.

Evaluate the current composition and organization of the Board and its committees in light of requirements established by any Regulatory Body or any other applicable statute, rule or regulation which the Committee deems relevant and make recommendations regarding the foregoing to the Board for approval;

 

 

3.

Review the composition and size of the Board in order to ensure that the Board is comprised of members reflecting the proper expertise, skills, attributes and personal and professional backgrounds for service as a director of the Company, as determined by the Committee;

 

 

4.

Evaluate and, if deemed necessary, recommend the termination of Board membership of any director in accordance with the Company's Code of Business Conduct and Ethics (the "Code of Conduct") or any corporate governance principles adopted by the Board, for cause or for other appropriate reason;

 

 

5.

Conduct a review and evaluation annually of the functioning of the Committee in such manner as it deems appropriate;

 

 

6.

In consultation with the full Board, conduct a review and evaluation annually of the function of the Board in such manner as the Committee deems appropriate;

 

 

7.

Review and reassess, at least annually, the adequacy of this Charter and the charters of all the other committees of the Board and recommend to the Board for its consideration any improvements in this Charter or the charters of the other committees that the Committee deems necessary or appropriate.

 

C.

Evaluate on an ongoing basis the Code of Conduct, and, as the Committee shall deem appropriate, make other recommendations to the Board regarding other governance matters and practices.

 

D.

Review all stockholder proposals submitted to the Company (including any proposal relating to the nomination of a member of the Board) and the timeliness of the submission thereof and recommend to the Board appropriate action on each such proposal.

 

E.

Perform any other activities consistent with this Charter and the Company's By-Laws as the Committee, the Board, the Chairman of the Board and/or the Chief Executive Officer of the Company, if not the Chairman, deems necessary or appropriate.

 

F.

With respect to potential conflicts of interest, the Committee shall:

 

 

1.

Review all related party transactions involving executive officers and members of the Board and, as required by any Regulatory Body, consider approval of such transactions;

 

 

2.

Resolve actual and potential conflicts of interest a Board member may have and issue to any Board member having an actual or potential conflict of interest instructions on how to conduct him or herself in matters before the Board which may pertain to the conflict; and

 

 

3.

To the extent deemed necessary by the Committee, engage outside counsel and/or independent consultants to review any matter under its responsibility.

IV. CHARTER AMENDMENT

     Any member of the Committee may submit to the Board proposed amendments to this Committee Charter. The Board shall circulate any proposed Charter amendment(s) to members of the Committee promptly upon receipt. By a majority vote, the Board may approve the amendments to this Charter.