TOO INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>l83829aex10-1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

<PAGE>   1



                                                                    EXHIBIT 10.1

                                    TOO, INC.

                       FIRST AMENDED AND RESTATED SAVINGS
                               AND RETIREMENT PLAN

                             (AMENDED MAY 10, 2000)

                                TABLE OF CONTENTS

                                                                           PAGE

ARTICLE I INTRODUCTION......................................................22

         1.1.     Adoption and Effective Date...............................22

         1.2.     Purpose...................................................22


ARTICLE II DEFINITIONS......................................................22

         2.1.     Account...................................................22

         2.2.     Administrative Committee..................................22

         2.3.     Affiliate.................................................22

         2.4.     Aggregation Group.........................................22

         2.5.     Associate.................................................22

         2.6.     Basic Contribution........................................22

         2.7.     Beneficiary...............................................22

         2.8.     Board of Directors........................................22

         2.9.     Break in Service..........................................23

         2.10.    Change in Control.........................................23

         2.11.    Code......................................................24

         2.12.    Company...................................................24

         2.13.    Compensation..............................................24

         2.14.    Compensation Deferral Limit...............................24

         2.15.    Contribution Percentage Limit.............................25

         2.16     Effective Date............................................25

         2.17.    Eligibility Computation Period............................25

         2.18.    Employer..................................................25

         2.19.    Employer Stock............................................25

         2.20.    Employer Stock Fund.......................................25

         2.21.    Enrollment and Change Designation.........................25

         2.22.    Enrollment Period.........................................26

         2.23.    ERISA.....................................................26

         2.24.    Highly Compensated Associate..............................26

         2.25.    Hour of Service...........................................26

         2.26.    Investment Funds..........................................26

         2.27.    Key Associate.............................................26

         2.28.    Leased Employee...........................................27

         2.29.    Matching Account..........................................27


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         2.30.    Matching Contribution.......................................27

         2.31.    Named Fiduciary.............................................27

         2.32.    Non-Highly Compensated Associate............................27

         2.33.    Non-Key Associate...........................................27

         2.34.    Normal Retirement Date......................................27

         2.35.    Participant.................................................27

         2.36.    Plan........................................................27

         2.37.    Plan Year...................................................27

         2.38.    Post-Tax Savings Account....................................27

         2.39.    Pre-Tax Savings Account.....................................27

         2.40.    Pre-Tax Savings Contribution................................27

         2.41.    Retirement Account..........................................27

         2.42.    Retirement Contribution.....................................28

         2.43.    Rollover Account............................................28

         2.44.    Rollover Contribution.......................................28

         2.45.    Section 16 Person...........................................28

         2.46.    Separation Date.............................................28

         2.47.    Supplemental Contribution...................................28

         2.48.    Taxable Wage Base...........................................28

         2.49.    The Limited

         2.50.    The Limited Plan............................................28

         2.51.    The Limited Stock...........................................28

         2.52.    The Limited Common Stock Fund...............................28

         2.53.    Too, Inc. Stock or Company Stock............................28

         2.54.    Too, Inc. Common Stock Fund.................................28

         2.55.    Top-Heavy Plan..............................................28

         2.56.    Total and Permanent Disability..............................29

         2.57.    Trust Agreement.............................................29

         2.58.    Trustee.....................................................29

         2.59.    Trust Fund or Trust.........................................29

         2.60.    Valuation Date..............................................29

         2.61.    Year of Eligibility Service.................................29

         2.62.    Year of Vesting Service.....................................29


ARTICLE  III PARTICIPATION....................................................29

         3.1.     Eligibility.................................................29

         3.2.     Waiver of Participation.....................................30

         3.3.     Change in Status............................................30

         3.4.     Omission of Eligible Associate..............................30

         3.5.     Inclusion of Ineligible Associate...........................30


ARTICLE IV CONTRIBUTIONS......................................................30

         4.1.     Retirement Contributions....................................30

         4.2.     Pre-Tax Savings Contributions...............................31

         4.3.     Matching Contributions......................................32

         4.4.     Rollover Contributions......................................33

         4.5.     Timing of Contributions.....................................33

         4.6.     Annual Additions and Limitations............................34

         4.7.     Forfeitures.................................................34

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         4.8.  Exclusive Benefit; Refund of Contributions....................35

         4.9.  Account Transfers from The Limited Plan.......................35


ARTICLE V  INVESTMENT OF THE TRUST FUND......................................36

         5.1. Investment Direction...........................................36

         5.2. Absence of Investment Direction................................36

         5.3. Investment Funds...............................................36

         5.4. The Limited Stock..............................................36

         5.5. Investment in Too, Inc. Stock..................................37

         5.6. Voting Employer Securities.....................................37

         5.7. Tender Offers..................................................37

         5.8. Investment Managers............................................37


ARTICLE VI VALUATIONS AND CREDITING..........................................38

         6.1. Valuations.....................................................38

         6.2. Credits to and Charges Against Accounts........................38

         6.3. Expenses.......................................................38

         6.4. Reimbursement of Trust Fund....................................38


ARTICLE VII  VESTING AND SEPARATION FROM SERVICE.............................39

         7.1. Vested Percentage..............................................39

         7.2. Forfeiture and Restoration.....................................39

         7.3. Effect of Breaks in Service....................................39

         7.4. Amendments to Vesting Schedule.................................40


ARTICLE VIII BENEFITS........................................................40

         8.1. Forms of Benefit Payments......................................40

         8.2. Retirement Benefit.............................................41

         8.3. Death Benefit..................................................42

         8.4. Beneficiary Designation........................................43

         8.5. In-Service Withdrawals.........................................43

         8.6. Distributions for Hardship.....................................43

         8.7. Post Distribution Credits......................................44

         8.8. Prevention of Escheat..........................................44


ARTICLE IX  TOP HEAVY PLAN PROVISIONS........................................45

         9.1. Vesting Schedule Modifications.................................45

         9.2. Minimum Benefits...............................................45

         9.3. Adjustment in Benefit Limitations..............................45


ARTICLE X  THE ADMINISTRATIVE COMMITTEE......................................46

         10.1. Appointment and Tenure........................................46

         10.2. Meetings: Majority Rule.......................................46

         10.3. Delegation....................................................46

         10.4. Reporting and Disclosure......................................46



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         10.5. Construction of the Plan.......................................47

         10.6. Engagement of Assistants and Advisors..........................47

         10.7. Bonding........................................................47

         10.8. Compensation...................................................47

         10.9. Indemnification of the Administrative Committee................47


ARTICLE XI  ALLOCATION OF AUTHORITY AND RESPONSIBILITIES......................47

         11.1. Authority and Responsibilities of the Company..................47

         11.2. Authority and Responsibilities of the Administrative
               Committee......................................................48

         11.3. Authority and Responsibilities of the Trustee..................48

         11.4. Limitations on Obligations.....................................48


ARTICLE XII  CLAIMS PROCEDURES................................................48

         12.1. Application for Benefits.......................................48

         12.2. Appeals of Denied Claims for Benefits..........................48

         12.3. Review of Decision.............................................49


ARTICLE XIII AMENDMENT, TERMINATION, MERGERS AND CONSOLIDATIONS...............49

         13.1. Amendment......................................................49

         13.2. Termination....................................................49

         13.3. Permanent Discontinuance of Contributions......................50

         13.4. Suspension of Employer Contributions

         13.5. Mergers and Consolidations of Plans............................50

         13.6. Transfers of Assets to or from Plan............................50


ARTICLE XIV PARTICIPATING EMPLOYERS ..........................................50

         14.1. Adoption by Other Corporations.................................50

         14.2. Requirements of Participating Employers........................50

         14.3. Designation of Agent...........................................51

         14.4. Discontinuance of Participation................................51

         14.5. Administrative Committee's Authority...........................51


ARTICLE XV MISCELLANEOUS PROVISIONS...........................................51

         15.1. Nonalienation of Benefits......................................51

         15.2. No Contract of Employment......................................51

         15.3. Severability...................................................51

         15.4. Successors.....................................................52

         15.5. Captions.......................................................52

         15.6. Gender and Number..............................................52

         15.7. Controlling Law................................................52

         15.8. Title to Assets................................................52

         15.9. Payments to Minors, Etc........................................52

         15.10. Risk to Participants..........................................52

         15.11. Entire Agreement; Successors..................................52

         15.12. Electronic and Telephonic Elections...........................52


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                                    ARTICLE I
                                  INTRODUCTION

1.1.     ADOPTION AND EFFECTIVE DATE. Too, Inc., a Delaware corporation (the
         "Company"), hereby adopts the Too, Inc. Savings and Retirement Plan
         (the "Plan") effective as of October 1, 1999.

1.2.     PURPOSE. The Company adopts this Plan in order to provide eligible
         associates with retirement benefits and the opportunity to reduce their
         current income for Federal income tax purposes while saving for
         retirement. The Company intends that the Plan shall qualify as a profit
         sharing plan and cash or deferred arrangement under Sections 401(a) and
         401(k) of the Internal Revenue Code of 1986, as amended (the "Code")
         and meet the requirements of the Employee Retirement Income Security
         Act of 1974, as amended ("ERISA"), and that the Trust established in
         connection with the Plan shall be exempt from taxation under Section
         501(a) of the Code.

                                   ARTICLE II
                                   DEFINITIONS

The following terms shall have the meanings assigned in this Section, which
shall be equally applicable to the singular and plural forms of such terms,
unless the context requires otherwise, when used in this Plan.

2.1.     ACCOUNT means the account maintained for a Participant under the Plan.
         A Participant's Account shall consist of his or her Retirement, Pre-Tax
         Savings, Post-Tax Savings, Matching and Rollover Accounts.

2.2.     ADMINISTRATIVE COMMITTEE means the Savings and Retirement Plan
         Committee, or its delegate, appointed by the Company under the Plan or,
         in the absence of such appointment, the Company.

2.3.     AFFILIATE means (i) any corporation that is a member of a controlled
         group of corporations, as defined in Section 414(b) of the Code, of
         which the Company is a member; (ii) any other trade or business
         (whether or not incorporated) that is under common control, as defined
         in Section 414(c) of the Code, with the Company; (iii) any business
         that is a member of an affiliated service group, as defined in Section
         414(m) of the Code, of which the Company is a member; and (iv) any
         other entity required to be aggregated with the Company pursuant to
         regulations under Section 414(o) of the Code.

2.4.     AGGREGATION GROUP means (i) the Plan, (ii) any plan of an Affiliate in
         which a Key Associate or any of a Key Associate's Beneficiaries is a
         participant, (iii) any plan which enables any plan described in
         subsections (i) or (ii) to meet the requirements of Sections 401(a)(4)
         or 410 of the Code, and (iv) any plan of any Affiliate designated by
         the Company, the inclusion of which in the Aggregation Group would not
         cause the Aggregation Group to fail to meet the requirements of
         Sections 401(a)(4) and 410 of the Code.

2.5.     ASSOCIATE means any person employed by the Employer in a category of
         employment designated by the Employer as eligible for participation in
         the Plan other than a person who is (i) included in a unit of employees
         covered by the terms of a collective bargaining agreement under which
         retirement benefits were the subject of good faith bargaining, (ii)
         described in Section 410(b)(3)(C) of the Code, and (iii) a Leased
         Employee.

2.6.     BASIC CONTRIBUTION means so much of a Participant's Pre-Tax Savings
         Contribution as does not exceed 3% of the Participant's Compensation.

2.7      BENEFICIARY means the beneficiary under the Plan of any deceased
         Participant.

2.8.     BOARD OF DIRECTORS means the Board of Directors of the Company or the
         Executive Committee of the Board.

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2.9.     BREAK IN SERVICE means a Plan Year in which a person is not employed by
         the Employer on the last day of the Plan Year and does not complete at
         least 500 Hours of Service during the Plan Year. If an Associate is
         absent from work for any period by reason of pregnancy or the birth or
         placement for adoption of a child, or in order to care for a child for
         a period immediately following the birth or placement, then for
         purposes of determining whether a Break in Service has occurred (and
         not for purposes of determining Years of Eligibility Service and Years
         of Vesting Service) such Associate shall be credited with the Hours of
         Service which otherwise normally would have been credited to such
         Associate, or, if the Administrative Committee is unable to determine
         the number of such Hours of Service, eight Hours of Service for each
         day of such absence, not to exceed 501 Hours. The Hours of Service
         credited to an Associate under this definition shall be treated as
         Hours of Service in the Plan Year in which the absence from work
         begins, if the Associate would be prevented from incurring a Break in
         Service in such year solely because of such Hours of Service or, in any
         other case, in the immediately following Plan Year. The Administrative
         Committee may require that the Associate certify and/or supply
         documentation that his or her absence is for one of the permitted
         reasons and the number of days for which there was such an absence.

         For purposes of determining whether an Associate has incurred a Break
         in Service, an Associate who is on unpaid leave of absence taken under
         the Family and Medical Leave Act of 1993 shall be credited with the
         Hours of Service with which he or she would normally have been credited
         if such leave had not been taken. In addition, an Associate on such
         leave on the last day of a Plan Year shall be treated as employed on
         such date for purposes of determining whether a Break in Service has
         been incurred.

2.10     CHANGE IN CONTROL means the occurrence of any of the following:

         (a)      Any "Person" (as such term is used in Sections 13(d) and 14(d)
                  of the Securities Exchange Act of 1934, as amended (the
                  "Exchange Act")) is or becomes the "Beneficial Owner" (as
                  defined in Rule 13d-3 under the Exchange Act), directly or
                  indirectly, of securities of the Corporation representing 25%
                  or more of the combined voting power of the Corporation's then
                  outstanding securities (a "25% Shareholder") provided however,
                  that the term 25% Shareholder shall not include any Person if
                  such Person would not otherwise be a 25% Shareholder but for a
                  reduction in the number of outstanding voting shares resulting
                  from a stock repurchase program or other similar plan of the
                  Company or from a self-tender offer of the Company, which plan
                  or tender offer commenced on or after the date hereof,
                  provided, however, that the term "25% Shareholder" shall
                  include such Person from and after the first date upon which
                  (A) such Person, since the date of the commencement of such
                  plan or tender offer, shall have acquired Beneficial Ownership
                  of, in the aggregate, a number of voting shares of the Company
                  equal to 1% or more of the voting shares of the Company then
                  outstanding, and (B) such Person, together with all affiliates
                  and associates of such Person, shall Beneficially Own 25% or
                  more of the voting shares of the Company then outstanding. In
                  calculating the percentage of the outstanding voting shares
                  that are Beneficially Owned by a Person for purposes of this
                  definition, voting Shares that are Beneficially Owned by such
                  Person shall be deemed outstanding, and voting shares that are
                  not Beneficially Owned by such Person and that are subject to
                  issuance upon the exercise or conversion of outstanding
                  conversion rights, exchange rights, rights, warrants or
                  options shall not be deemed outstanding. Notwithstanding the
                  foregoing, if the Board of Directors of the Company determines
                  in good faith that a Person that would otherwise be a 25%
                  Shareholder pursuant to the foregoing provisions of this
                  definition has become such inadvertently, and such Person (a)
                  promptly notifies the Board of Directors of such status and
                  (b)as promptly as practicable thereafter, either divests of a
                  sufficient number of voting shares so that such Person would
                  no longer be a 25% Shareholder, or causes any other
                  circumstance, such as the existence of an agreement respecting
                  voting shares, to be eliminated such that such Person would no
                  longer be a 25% Shareholder as defined pursuant to this
                  definition, then such Person shall not be deemed to be a 25%
                  Shareholder for any purposes of this Agreement. Any
                  determination made by the Board of Directors of the Company as
                  to whether any Person is or is not a 25% Shareholder shall be
                  conclusive and binding; or

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         (b)      A change in composition of the Board of Directors of the
                  Corporation occurring any time during a consecutive two-year
                  period as a result of which fewer than a majority of the Board
                  of Directors are Continuing Directors (for purposes of this
                  section, the term "Continuing Director" means a director who
                  was either (A) first elected or appointed as a Director prior
                  May 10, 2000; or (B) subsequently elected or appointed as a
                  director if such director was nominated or appointed by at
                  least a majority of the then Continuing Directors); or

         (c)      Any of the following occurs:

                  (i)      a merger or consolidation of the Corporation, other
                           than a merger or consolidation in which the voting
                           securities of the Corporation immediately prior to
                           the merger or consolidation continue to represent
                           (either by remaining outstanding or being converted
                           into securities of the surviving entity) 60% or more
                           of the combined voting power of the Corporation or
                           surviving entity immediately after the merger or
                           consolidation with another entity;

                  (ii)     a sale, exchange, or other disposition (in a single
                           transaction or a series of related transactions) of
                           all or substantially all of the assets of the
                           Corporation which shall include, without limitation,
                           the sale of assets aggregating more than 50% of the
                           assets of the Corporation on a consolidated basis;

                  (iii)    a liquidation or dissolution of the Corporation;

                  (iv)     a reorganization, reverse stock split, or
                           recapitalization of the Corporation which would
                           result in any of the foregoing; or

                  (v)      a transaction or series of related transactions
                           having, directly or indirectly, the same effect as
                           any of the foregoing.

2.11.    CODE means the Internal Revenue Code of 1986, as now or hereafter
         existing, amended, construed, interpreted, and applied by regulations,
         ruling or cases.

2.12.    COMPANY means Too, Inc., a Delaware corporation, and any successor
         thereto.

2.13.    COMPENSATION means amounts received from the Employer while the
         Associate is a Participant which are basic salary or wages, overtime
         payments, vacation, holiday and sick pay, short term disability pay,
         bonuses, contest earnings or any other direct current compensation
         which is required to be reflected on the Participant's Form W-2 for the
         Plan Year, without giving effect to any reduction of compensation
         resulting from an Enrollment and Change Designation or a salary
         reduction arrangement pursuant to Section 125 of the Code, but shall
         not include Employer contributions to Social Security, Employer or
         Associate contributions to this or any other deferred compensation plan
         or program, severance pay, stock options, long term disability income
         payments, relocation expense reimbursement, or the value of any other
         fringe benefits provided at the expense of the Employer.

         The annual Compensation of each Participant taken into account under
         the Plan shall not exceed $160,000, as adjusted in accordance with
         Section 401(a)(17)(B) of the Code.

2.14.    COMPENSATION DEFERRAL LIMIT for Highly Compensated Associates means the
         greater of:

         (a)      the average actual Pre-Tax Savings Contribution deferral
                  percentage of all Non-Highly Compensated Associates for the
                  prior Plan Year multiplied by 1.25, or

         (b)      the lesser of:

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<PAGE>   8

                  (i)      the average actual Pre-Tax Savings Contribution
                           deferral percentage of Non-Highly Compensated
                           Associates for the prior Plan Year multiplied by two,
                           or

                  (ii)     the average actual Pre-Tax Savings Contribution
                           deferral percentage of Non-Highly Compensated
                           Associates for the prior Plan Year plus two
                           percentage points,

         as determined under Section 401(k)(3) of the Code and the regulations
         thereunder. A Participant's actual Pre-Tax Savings Contribution
         deferral percentage is the Participant's Pre-Tax Savings Contributions
         for the Plan Year, divided by the Participant's compensation while a
         Participant, as defined in Section 415(c) of the Code, without giving
         effect to any reduction of compensation resulting from an Enrollment
         and Change Designation or any other salary reduction arrangement.

2.15.    CONTRIBUTION PERCENTAGE LIMIT for Highly Compensated Associates means
         the greater of:

         (a)      the average contribution percentage of Non-Highly Compensated
                  Associates for the prior Plan Year multiplied by 1.25, or

         (b)      the lesser of:

                  (i)      the average contribution percentage of Non-Highly
                           Compensated Associates for the prior Plan Year
                           multiplied by two, or

                  (ii)     the average contribution percentage of Non-Highly
                           Compensated Associates for the prior Plan Year plus
                           two percentage points,

         as determined under Section 401(m) of the Code and the regulations
         thereunder. The contribution percentage of a Participant is the
         Matching Contributions allocated to the Participant for the Plan Year,
         divided by the Participant's compensation while a Participant, as
         defined in Section 415(c) of the Code, without giving effect to any
         reduction of compensation resulting from an Enrollment and Change
         Designation or any other salary reduction arrangement. For purposes of
         determining whether the Contribution Percentage Limit has been
         exceeded, amounts contributed to a Participant's Pre-Tax Savings
         Account pursuant to Section 4.3(b) hereof may be treated as Matching
         Contributions if such amounts have not been taken into account for
         purposes of determining whether the Contribution Deferral Limit has
         been exceeded.

2.16.    EFFECTIVE DATE means October 1, 1999, the date on which the Plan first
         became effective.

2.17.    ELIGIBILITY COMPUTATION PERIOD means: (i) the initial Eligibility
         Computation Period of 12 consecutive months commencing on the date
         during a period of employment on which an Associate is first credited
         with an Hour of Service for the performance of duties for the Employer;
         and (ii) each and every full Plan Year during which the Associate is in
         the service of the Employer, commencing with the Plan Year in which
         falls the last day of an Associate's initial Eligibility Computation
         Period.

2.18.    EMPLOYER means the Company and any Affiliate which elects to become a
         participating employer under the Plan in accordance with the provisions
         of Article XIV.

2.19.    EMPLOYER STOCK shall mean Too, Inc. Stock or The Limited Stock held in
         a Participant's Account.

2.20.    EMPLOYER STOCK FUND shall mean the Too, Inc. Common Stock Fund and/or
         The Limited Common Stock Fund.

2.21.    ENROLLMENT AND CHANGE DESIGNATION means an agreement, on a form or by a
         method prescribed by the Administrative Committee, between a
         Participant and the Employer providing for reduction of the
         Participant's


                                       25
<PAGE>   9


         Compensation and the making of Pre-Tax Savings Contributions by the
         Employer to the Plan and for designation of one or more Investment
         Funds.

2.22.    ENROLLMENT PERIOD means each calendar month of a Plan Year.

2.23.    ERISA means the Employee Retirement Income Security Act of 1974, as now
         or hereafter existing, amended, construed, interpreted, and applied by
         regulations, rulings or cases.

2.24.    HIGHLY COMPENSATED ASSOCIATE means any Associate who performs services
         for the Employer during the Plan Year of determination and who, during
         the prior Plan Year (A) was a 5-percent owner at any time during the
         year or the preceding year, or (B) for the preceding year (i) had
         compensation from the Employer in excess of $80,000 (as adjusted
         pursuant to Section 415(d) of the Code, and (ii) if the Employer elects
         application of this clause for such preceding year, was in the top-paid
         group of Associates for such preceding year. An Associate is in the
         top-paid group of Associates for any year if such Associate is in the
         group consisting of the top 20 percent of Associates when ranked on the
         basis of compensation paid during such plan year. An Associate shall be
         treated as a "5-percent owner" for any year if at the time during such
         year such Associate was a 5-percent owner (as defined in Section
         416(i)(1) of the Code). For purposes of this definition, "compensation"
         has the meaning set forth in Section 415(c)(3) of the Code. The
         determination of who is a Highly Compensated Associate shall be made in
         accordance with Section 414(q) of the Code and the regulations
         thereunder

2.25.    HOUR OF SERVICE means (i) each hour for which a person is paid or
         entitled to payment for the performance of duties for the Company or an
         Affiliate during the applicable computation period, (ii) each hour for
         which a person is paid or entitled to payment by the Company or an
         Affiliate on account of a period of time during which no duties are
         performed (irrespective of whether the employment relationship has
         terminated) due to vacation, holiday, illness, incapacity (including
         disability), layoff, jury or military duty or leave of absence, and
         (iii) each hour for which back pay, irrespective of mitigation of
         damages, is either awarded or agreed to by the Company or an Affiliate.
         For the purpose of determining Years of Eligibility Service, if a
         person's Hours of Service in an Eligibility Computation Period cannot
         be determined without undue administrative difficulty, such person
         shall be credited with 190 Hours of Service for each month in which he
         or she completes one Hour of Service. Notwithstanding the foregoing,
         (i) not more that 501 Hours of Service shall be credited to any person
         on account of any single continuous period during which such person
         performs no duties, (ii) no credit shall be granted for any period with
         respect to which a person receives payment or is entitled to payment
         under a plan maintain solely for the purpose of complying with
         applicable worker's compensation or disability insurance laws, and
         (iii) no credit shall be granted for a payment which solely reimburses
         a person for medical or medically-related expenses incurred by such
         person. Hours of Service shall be credited to the Plan Year in which
         payment for such Hours of Service is made. Determination and crediting
         of Hours of Service shall be made under Department of Labor Regulations
         Sections 2530.200b-2 and 3.

2.26.    INVESTMENT FUNDS means the funds described in Section 5.3.

2.27.    KEY ASSOCIATE means a "key employee" as defined in Section 416(i) of
         the Code and the regulations thereunder.

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2.28.    LEASED EMPLOYEE means any person (other than an Associate) who pursuant
         to an agreement between the Employer and any other person ("leasing
         organization") has performed services for the Employer (or for the
         Employer and related persons determined in accordance with Section
         414(n)(6) of the Code) on a substantially full time basis for a period
         of at least one year, and such services are performed by Associates
         under the primary direction or control of the recipient. Contributions
         or benefits provided to a Leased Employee by the leasing organization
         which are attributable to services performed for the Employer shall be
         treated as provided by the Employer. A person who would otherwise be
         considered a Leased Employee shall not be considered a Leased Employee
         if (i) such person is covered by a money-purchase pension plan
         providing for: (A) a nonintegrated employer contribution rate of at
         least 10% of compensation, as defined in Section 415(c)(3) of the Code,
         but including amounts contributed pursuant to a salary reduction
         agreement which are excludable from the person's gross income under
         Section 125, Section 402(a)(8), Section 402(h) or Section 403(b) of the
         Code, (B) immediate participation, and (C) full and immediate vesting;
         and (ii) Leased Employees do not constitute more than 20 percent of the
         Employer's Non-Highly Compensated Associates.

2.29.    MATCHING ACCOUNT means the portion of the Account of a Participant
         consisting of Matching Contributions, as adjusted under the Plan.

2.30.    MATCHING CONTRIBUTION means the amount contributed by the Employer
         under Section 4.3.

2.31.    NAMED FIDUCIARY means the Administrative Committee. Each Named
         Fiduciary shall have only those particular powers, duties,
         responsibilities and obligations specifically given to it under this
         Plan or the Trust Agreement. Any Named Fiduciary, if so appointed, may
         perform in more than one fiduciary capacity.

2.32.    NON-HIGHLY COMPENSATED ASSOCIATE means any Associate other than a
         Highly Compensated Associate.

2.33.    NON-KEY ASSOCIATE means any Associate who is not a Key Associate.

2.34.    NORMAL RETIREMENT DATE means the date a Participant attains age 65.

2.35.    PARTICIPANT means any person who has been admitted to participation in
         the Plan and has not ceased participation in the Plan.

2.36.    PLAN means Too, Inc. Savings and Retirement Plan, a profit sharing plan
         with a cash or deferred feature, as set forth herein and as the same
         may from time to time be amended.

2.37.    PLAN YEAR means for the first Plan Year, the period beginning October
         1, 1999 and ending on the last day of the annual payroll period, and,
         thereafter, the annual payroll period.

2.38.    POST-TAX SAVINGS ACCOUNT means the portion of the Account of a
         Participant consisting of post-tax savings contributions made while a
         participant in The Limited Plan, as adjusted under the Plan.

2.39.    PRE-TAX SAVINGS ACCOUNT means the portion of the account of a
         Participant consisting of Pre-Tax Savings Contributions, as adjusted
         under the Plan.

2.40.    PRE-TAX SAVINGS CONTRIBUTION means the amount contributed by the
         Employer as a result of a Participant's election on an Enrollment and
         Change Designation to reduce his or her Compensation.

2.41.    RETIREMENT ACCOUNT means the portion of the Account of a Participant
         consisting of Retirement Contributions, as adjusted under the Plan.

                                       27
<PAGE>   11

2.42.    RETIREMENT CONTRIBUTION means the amount contributed by the Employer
         under Section 4.1.

2.43.    ROLLOVER ACCOUNT means the portion of the Account of a Participant
         consisting of Rollover Contributions, as adjusted under the Plan.

2.44.    ROLLOVER CONTRIBUTION means the amount contributed by an Associate as a
         rollover contribution in accordance with Section 402 of the Code.

2.45.    SECTION 16 PERSON means (i) any member of the Board of Directors of the
         Company; (ii) the president, principal financial officer, principal
         accounting officer (or, if there is no such accounting officer, the
         controller), any vice-president in charge of a principal business unit,
         division or function, of the Company, any other officer of the Company
         who performs a policy-making function, or any other person who performs
         similar policy-making functions for the Company; or (iii) any person
         who is the beneficial owner of more than 10% of the Company's equity
         securities that are registered pursuant to Section 12 of the Securities
         Exchange Act of 1934. The Chief Financial Officer of the Company shall
         designate those individuals who are Section 16 Persons and deliver a
         list of the Section 16 Persons eligible to participate in the Plan to
         the Custodian from time to time or at the request of the Custodian.
         Such list of Section 16 Persons will be conclusive on the Custodian and
         the sole source of determining who is a Section 16 Person, and the
         Custodian shall not be required to further investigate whether a
         Participant is a Section 16 Person.

2.46.    SEPARATION DATE means the date a person is no longer employed by the
         Employer.

2.47.    SUPPLEMENTAL CONTRIBUTION means so much of a Participant's Pre-Tax
         Savings Contribution as exceeds 3% of the Participant's Compensation.

2.48.    TAXABLE WAGE BASE means the contribution and benefit base in effect
         under Section 230 of the Social Security Act for the first day of any
         Plan Year.

2.50.    THE LIMITED PLAN means the Second Restatement of The Limited Savings
         and Retirement Plan, effective January 1, 1992.

2.51.    THE LIMITED STOCK means stock or securities of The Limited permitted to
         be held by the Plan under applicable sections of the Code and ERISA.

2.52.    THE LIMITED COMMON STOCK FUND means the fund offered as an investment
         option under The Limited Plan, which is invested in The Limited Stock.

2.53.    TOO, INC. STOCK OR COMPANY STOCK means stock or securities of the
         Company permitted to be held by the Plan under applicable Securities of
         the Code and ERISA.

2.54.    TOO, INC. COMMON STOCK FUND means the fund offered as an investment
         option under the plan, which is invested in Too, Inc. Stock.

2.55.    TOP-HEAVY PLAN means this Plan for any Plan Year if, on the
         determination date, the top heavy ratio for the Plan (and any other
         Plan in the Aggregation Group) exceeds sixty (60%) percent. The "top
         heavy ratio" for the Plan (and any other Plans in the Aggregation
         Group) is equal to the ratio of the sum of the amounts in (a), (b) and
         (c) below for Key Associates to the sum of such amounts for all
         Associates who are covered by a defined contribution plan or defined
         benefit plan which is aggregated in accordance with Section 2.6 of the
         Plan:

         (a)      The present value of aggregate Account balances of
                  Participants in the Plan;

                                       28
<PAGE>   12

         (b)      The aggregate account balances of Participants under any
                  defined contribution plan included in Section 2.6 of the Plan;
                  and

         (c)      The present value (based on the actuarial assumptions as
                  specified in the applicable defined benefit plan) of the
                  cumulative accrued benefits of Participants calculated under
                  any other defined benefit plan included in Section 2.6 of the
                  Plan.

2.56.    TOTAL AND PERMANENT DISABILITY means a physical or mental condition (i)
         of such severity and probable prolonged duration as to entitle the
         Participant to disability retirement benefits under the then-existing
         federal Social Security Act, or (ii) which qualifies as a total
         disability as defined under long-term disability benefit plan
         maintained by the Employer for periods after the disability extension
         period. For purposes of this Plan, a Participant who is found to have
         incurred a Total and Permanent Disability shall be deemed to have
         incurred a Separation Date on the date his employment terminates in
         accordance with the Employer's employment policies.

2.57.    TRUST AGREEMENT means the trust agreement entered into between the
         Company and the Trustee to fund the benefits payable under this Plan,
         as the same presently exists and as it may from time to time hereafter
         be amended.

2.58.    TRUSTEE means the party or parties acting as such under the Trust
         Agreement.

2.59.    TRUST FUND OR TRUST means all of the assets of the Plan held by the
         Trustee at any time under the Trust Agreement.

2.60.    VALUATION DATE means any day that the New York Stock Exchange is open
         for business or any other date chosen by the Administrative Committee.

2.61.    YEAR OF ELIGIBILITY SERVICE means an Eligibility Computation Period in
         which a person has 1,000 or more Hours of Service. For purposes of
         determining whether an Associate has completed a Year of Eligibility
         Service, an Associate who is on unpaid leave of absence taken under the
         Family and Medical Leave Act of 1993 shall be credited with the Hours
         of Service with which he or she would normally have been credited if
         such leave had not been taken. For purposes of determining whether an
         Associate who transfers to employment with an Employer directly from
         employment with The Limited or an affiliate of The Limited has
         completed a Year of Eligibility Service, service with The Limited or
         such affiliate of The Limited prior to August 22, 2002 shall be treated
         as service with the Employer.

2.62.    YEAR OF VESTING SERVICE means a Plan Year during which a person is
         credited with at least 500 Hours of Service. For purposes of
         determining the Years of Vesting Service for an Associate who
         transferred employment to the Employer directly from employment with
         The Limited or an affiliate of The Limited and who participated in The
         Limited Plan, service with The Limited or an affiliate of The Limited
         prior to August 22, 2002 shall be treated as service with an Employer.
         For purposes of determining whether an Associate has completed a Year
         of Vesting Service, an Associate who is on unpaid leave of absence
         taken under the Family and Medical Leave Act of 1993 shall be credited
         with the Hours of Service with which he or she would normally have been
         credited if such leave had not been taken.


                                   ARTICLE III
                                  PARTICIPATION

3.1.     ELIGIBILITY.

         (a)      An Associate who was an active participant in The Limited Plan
                  on October, 1999 shall become a Participant in the Plan on the
                  Effective Date. Each other Associate shall become a
                  Participant on the first

                                       29
<PAGE>   13



                  day of an Enrollment Period if, on such day, the person (i) is
                  an Associate, (ii) has completed one Year of Eligibility
                  Service and (iii) has attained age 21.

         (b)      Participation shall cease at the earlier of the Participant's
                  Separation Date or the end of the Plan Year in which a
                  Participant ceases to be an Associate. If a Participant with a
                  vested interest in his or her Retirement Account and Matching
                  Account incurs a Separation Date and is subsequently
                  reemployed as an Associate, the Associate shall immediately
                  resume participation in the Plan. If an Associate incurs five
                  consecutive Breaks in Service and was not vested in any
                  portion of his or her Retirement Account and Matching Account,
                  the Associate shall, upon reemployment, be required to satisfy
                  the requirements of this Section as though such Associate had
                  not previously been an Associate. If any Years of Eligibility
                  Service are not required to be taken into account because of a
                  period of Breaks in Service to which this Section applies,
                  such Years of Eligibility Service shall not be taken into
                  account in applying this Section to any subsequent Breaks in
                  Service.

3.2.     WAIVER OF PARTICIPATION. An Associate shall not have the right to waive
         participation unless the Administrative Committee, in its sole
         discretion, determines to allow written waivers of participation. If
         such waivers are permitted, they shall be permitted on a
         nondiscriminatory basis and shall be effective on a year-to-year basis
         only. The Administrative Committee retains the right not to permit
         waivers in any year or years, even if such waivers have been permitted
         in previous years.

3.3.     CHANGE IN STATUS. In the event that a person who has been in the employ
         of the Employer in a category of employment not eligible for
         participation in this Plan subsequently becomes an Associate, he or she
         shall become a Participant as of the date on which his or her change in
         status occurs, if, on such date, he or she has otherwise satisfied the
         requirements for participation in the Plan. If, on such date, he or she
         has not satisfied such requirements, he or she will become a
         Participant on the date of satisfaction of said requirements.

3.4.     OMISSION OF ELIGIBLE ASSOCIATE. If, in any Plan Year, any Associate who
         should have been included as a Participant in the Plan is erroneously
         omitted and discovery of such omission is not made until after a
         contribution by the Employer for the Plan Year has been made and
         allocated, the Employer shall make a contribution with respect to the
         omitted Associate equal to the amount which the Associate would have
         received as allocations of Retirement Contributions had the Participant
         not been omitted.

3.5.     INCLUSION OF INELIGIBLE ASSOCIATE. If, in any Plan Year, any person who
         should not have been included as a Participant in the Plan is
         erroneously included and discovery of such incorrect inclusion is not
         made until after a contribution for the Plan Year has been made and
         allocated, the Employer shall not be entitled to recover the
         contribution made with respect to the ineligible person, and any
         earnings thereon, unless no deduction is allowable with respect to such
         contribution. The amount contributed, together with any earnings
         thereon, with respect to the ineligible person shall constitute a
         forfeiture for the Plan Year in which the discovery is made.

                                   ARTICLE IV
                                  CONTRIBUTIONS

4.1.     RETIREMENT CONTRIBUTIONS.

         (a)      All Retirement Contributions shall be apportioned by the
                  Company, in its absolute discretion, between non-service
                  related Retirement Contributions to be allocated under Section
                  4.1(b) and service-related Retirement Contributions to be
                  allocated under Section 4.1(c).

         (b)      The Employer shall make non-service related Retirement
                  Contributions to the Trust Fund, in cash (or other property,
                  to the extent permitted by law), for each Plan Year during
                  which this Plan is in effect, equal to (i) the sum of (A) 4%
                  of Compensation not in excess of the Taxable Wage Base and (B)
                  7% of Compensation


                                       30
<PAGE>   14

                  in excess of the Taxable Wage Base for all persons who
                  complete 500 Hours of Service during the Plan Year and are
                  Participants on the last day of the calendar year, or (ii)
                  such other greater or lesser amount as the Company, in its
                  absolute discretion, shall determine prior to the date on
                  which the contributions are required to be made. Non-service
                  related Retirement Contributions shall be allocated to the
                  Retirement Accounts of all persons who complete 500 Hours of
                  Service during the Plan Year and are Participants on the last
                  day of the calendar year (i) first, by allocating such
                  Retirement Contributions to each Participant having
                  Compensation in excess of the Taxable Wage Base according to
                  the relative amounts of such excess Compensation, but in no
                  event more than the lesser of 3% or the base contribution
                  percentage of such excess Compensation, and (ii) second, by
                  allocating the remaining Retirement Contributions to all
                  Participants according to their relative amounts of
                  Compensation. For purposes of this Section, the term "base
                  contribution percentage" means the percentage of Compensation
                  allocated to a Participant as a non-service related Retirement
                  Contribution with respect to Compensation not in excess of the
                  Taxable Wage Base.

         (c)      The Employer shall make service-related Retirement
                  Contributions to the Trust Fund in cash for each Plan Year
                  during which this Plan is in effect, equal to (a) 1% of
                  Compensation for all persons who complete 500 Hours of Service
                  during the Plan Year, are Participants on the last day of the
                  calendar year, and have completed five or more Years of
                  Vesting Service as of the last day of the Plan Year, or (b)
                  such greater or lesser amount as the Employer, in its absolute
                  discretion, shall determine prior to the date on which the
                  contributions are required to be made. Service-related
                  Retirement Contributions shall be allocated to the Retirement
                  Accounts of all persons who complete 500 Hours of Service
                  during the Plan Year, are Participants on the last day of the
                  calendar year, and have completed five or more Years of
                  Vesting Service as of the last day of the Plan Year, according
                  to their relative amounts of Compensation.

         (d)      For purposes of determining whether an Associate is eligible
                  for an allocation of Retirement Contributions pursuant to
                  Section 4.1(b) or 4.1(c), an Associate on unpaid leave taken
                  under the Family and Medical Leave Act of 1993 shall be
                  credited with the Hours of Service with which he or she would
                  have normally have been credited if such leave had not been
                  taken and any Associate on such leave on the last day of a
                  Plan Year shall be treated as a Participant on such date.

4.2.     PRE-TAX SAVINGS CONTRIBUTIONS.

         (a)      Each Participant shall be entitled to submit or modify an
                  Enrollment and Change Designation as of the first day of any
                  Enrollment Period. The Enrollment and Change Designation shall
                  provide for reduction of the Compensation of such Participant
                  and a corresponding contribution to the Plan by the Employer
                  as a Pre-Tax Savings Contribution which shall be allocated to
                  the Participant's Pre-Tax Savings Account. Each Participant
                  shall be entitled to direct in his or her Enrollment and
                  Change Designation that a contribution of 1%, 2% or 3% of
                  Compensation be made as a Basic Contribution for each payroll
                  period of the Employer in an Enrollment Period. Each
                  Participant whose Basic Contributions equal 3% of Compensation
                  for each payroll period shall also be entitled to direct in
                  the Enrollment and Change Designation that a contribution of
                  1%, 2% or 3% of Compensation be made as a Supplemental
                  Contribution for each payroll period. The Administrative
                  Committee, in its sole discretion, may permit Supplemental
                  Contributions in excess of 3% of Compensation. Notwithstanding
                  the foregoing, Pre-Tax Savings Contributions may be
                  discontinued for the remainder of the Enrollment Period as of
                  any payroll period by written notice delivered to the Employer
                  at least 30 days prior to the last day of such payroll period
                  (or by such other method or such greater or lesser period
                  prior to such date as the Administrative Committee may
                  establish for purposes of administrative convenience).

         (b)      The Employer may at its sole discretion make fully vested
                  contributions to the Plan which shall be allocated to the
                  Pre-Tax Savings Accounts, as Supplemental Contributions, of
                  one or more Participants who are Non-Highly Compensated
                  Associates, in such amounts as the Employer directs for the
                  purpose of assuring


                                       31
<PAGE>   15

                  that the Pre-Tax Savings Contributions of Highly Compensated
                  Associates do not exceed the Compensation Deferral Limits.

         (c)      A Participant's Pre-Tax Savings Contribution for a Plan Year,
                  when aggregated with any pre-tax savings contributions made to
                  any other plan maintained by an Affiliate, shall not exceed
                  the limitation set forth in Section 402(g) of the Code. The
                  Pre-Tax Savings Contribution of a Highly Compensated Associate
                  for a Plan Year shall not exceed the Compensation Deferral
                  Limit. The Administrative Committee may reduce or eliminate
                  future Pre-Tax Savings Contributions of some or all Highly
                  Compensated Associates, in such manner as the Administrative
                  Committee determines, so as to comply with a projected
                  Compensation Deferral Limit. Any Pre-Tax Savings Contribution
                  which would exceed any applicable limit shall be returned to
                  the Participant, together with earnings thereon (including any
                  gap period income), within the next following Plan Year. To
                  the extent that any Pre-Tax Savings Contributions are
                  distributed to a Highly Compensated Associate pursuant to this
                  Section 4.2(c), any Matching Contributions allocated to the
                  Highly Compensated Associate with respect to such distributed
                  Pre-Tax Savings Contributions shall be forfeited and applied
                  in accordance with Section 4.7.

         (d)      The amount of Pre-Tax Contributions which exceed the
                  Compensation Deferral Limit ("excess contributions") for a
                  Highly Compensated Associate shall be determined in the
                  following manner: First, the Pre-Tax Savings Contributions of
                  the Highly Compensated Associate(s) with the highest dollar
                  amount of Pre-Tax Savings Contributions is reduced to the
                  extent necessary to meet the Compensation Deferral Limit or
                  cause that Highly Compensated Associate's Pre-Tax Savings
                  Contributions to equal the dollar amount of the Pre-Tax
                  Savings Contributions of the Highly Compensation Associate
                  with the next highest dollar amount of Pre-Tax Savings
                  Contributions. This amount is then distributed to the Highly
                  Compensated Associate with the highest dollar amount. However,
                  if a lesser reduction, when added to the total dollar amount
                  already distributed under this step, would equal the total
                  excess contributions, the lesser reduction amount shall be
                  distributed. Second, if the total dollar amount distributed is
                  less than the total excess contributions for the Plan Year for
                  all affected Highly Compensated Associates, the process is
                  repeated until the total dollar amount distributed equals the
                  total excess contributions for the Plan Year.

         (e)      The amount of excess contributions to be distributed shall be
                  reduced by excess deferrals previously distributed for the
                  taxable year ending in the same Plan Year and excess deferrals
                  to be distributed for a taxable year will be reduced by excess
                  contributions previously distributed for the Plan Year
                  beginning in such taxable year.

4.3.     MATCHING CONTRIBUTIONS.

         (a)      The Employer shall make a Matching Contribution in cash for
                  each Participant who makes a Basic Contribution equal to 100%
                  of the Participant's Basic Contribution. Matching
                  Contributions shall be allocated to the Matching Accounts of
                  the Participants with respect to whom the contributions are
                  made.

         (b)      For each Plan Year, the Employer may, in its sole discretion,
                  make fully vested contributions to the Plan, which shall be
                  allocated to the Pre-Tax Savings Accounts, as Supplemental
                  Contributions, of one or more Participants who are Non-Highly
                  Compensated Associates, in such amounts as the Employer
                  directs for the purpose of complying with applicable limits on
                  Matching Contributions in the Code.

         (c)      In the case of a Participant who is a Highly Compensated
                  Associate, the Matching Contributions allocated to the
                  Participant's Account for the Plan Year shall not exceed the
                  Contribution Percentage Limit. Notwithstanding anything in
                  this Section to the contrary, the Matching Contribution which
                  would otherwise be made to the Accounts of Highly Compensated
                  Associates may be reduced or eliminated to the extent
                  necessary so as not to exceed the Contribution Percentage
                  Limit. The vested portion of the Matching Contribution which
                  would exceed the Contribution Percentage Limit ("excess
                  aggregate contributions")

                                       32
<PAGE>   16


                  shall be distributed to the Participant, together with
                  earnings thereon (including any gap period income), within the
                  next following Plan Year.

         (d)      Parallel steps taken in Section 4.2(d) for excess
                  contributions shall be taken to distribute any excess
                  aggregate contributions under the Plan.

         (e)      If the Pre-Tax Savings Contributions and the Matching
                  Contributions for a Plan Year result in the multiple use of
                  the alternative limitation (as defined in Section 401(m)(9) of
                  the Code and the regulations thereunder which are hereby
                  incorporated by reference), the Pre-Tax Savings Contributions
                  and/or the Matching Contributions of the Highly Compensated
                  Associate shall be distributed to such Highly Compensated
                  Associate (or, if forfeitable under the Plan, forfeited) in
                  accordance with Section 401(m)(9) of the Code and the
                  regulations thereunder as directed by the Administrative
                  Committee, so that there is no multiple use of the alternative
                  limitation.

4.4.     ROLLOVER CONTRIBUTIONS.

         An Associate may roll over a cash distribution from a qualified plan or
         conduit individual retirement account to this Plan, provided that (a)
         the distribution is (i) received from a qualified plan as an Eligible
         Rollover Distribution (as defined in Section 8.1(b)(i)), and (ii)
         rolled over directly from the qualified plan or within the 60 days
         following the date the Associate received the distribution, or (b) the
         distribution is (i) received from a conduit individual retirement
         account which has no assets other than assets attributable to an
         Eligible Rollover Distribution or a "qualified total distribution"
         within the meaning of Section 402 of the Code as in effect prior to
         January 1, 1993, and had been deposited in the conduit individual
         retirement account within 60 days of the date the Associate received
         the distribution, plus earnings, (ii) eligible for tax free rollover to
         a qualified plan, and (iii) rolled over within the 60 days following
         the date the Associate received the distribution. The Associate shall
         present a written certification to the foregoing requirements to the
         Administrative Committee. The Administrative Committee may also require
         the Associate to provide an opinion of counsel that the amount rolled
         over meets the requirements of this Section. The foregoing
         contributions, which shall be Rollover Contributions, shall be
         accounted for separately and shall be credited to an Associate's
         Rollover Account. An Associate shall not be permitted to withdraw any
         portion of his or her Rollover Account until such time as the Associate
         is otherwise eligible to make a withdrawal from or receive a
         distribution of his or her Account. An Associate who has made a
         Rollover Contribution shall be deemed to be a Participant with respect
         to his or her Rollover Account even if he or she is not otherwise a
         Participant.

4.5.     TIMING OF CONTRIBUTIONS.

         All Pre-Tax Savings Contributions shall be made on the earliest date on
         which the Pre-Tax Savings Contributions can reasonably be segregated
         from the Employer's general assets, but in no event later than the 15th
         business day of the month following the month in which the Pre-Tax
         Savings Contributions are withheld or received by the Employer.
         Retirement Contributions and Matching Contributions shall be made no
         later than the due date (including extensions) of the income tax return
         of the Employer for the fiscal year of the Employer which includes the
         last day of the Plan Year for which such contribution is made. All
         contributions shall be paid over to the Trustee and shall be invested
         by the Trustee in accordance with the Plan and the Trust Agreement.

                                       33
<PAGE>   17



4.6.     ANNUAL ADDITIONS AND LIMITATIONS.

         (a)      Notwithstanding any other provisions of the Plan, in no event
                  shall the annual additions to a Participant's Account for any
                  Plan Year exceed the lesser of $30,000 (as adjusted in
                  accordance with Section 415(d) of the Code) or 25% of such
                  Participant's compensation. All amounts contributed to any
                  defined contribution plan maintained by any Affiliate, other
                  than a plan described in Section 415(c)(6) of the Code, shall
                  be aggregated with contributions made by the Employer under
                  this Plan in computing any Participant's annual additions for
                  a Plan Year. In no event shall the amount allocated to the
                  Account of any Participant be greater than the maximum amount
                  allowed under Section 415 of the Code with respect to any
                  combination of plans without disqualification of any such
                  plan. For limitation years beginning before January 1, 2000,
                  in the event a Participant is a participant in a defined
                  benefit plan sponsored by any Affiliate, and the sum of the
                  "defined benefit plan fraction" and the "defined contribution
                  plan fraction" (as such terms are defined in Section 415(e) of
                  the Code) would exceed 1.0 but for the operation of this
                  Section, the "defined contribution fraction" shall be reduced
                  so that the sum of the fractions shall not exceed 1.0.

         (b)      For purposes of this Section, the term "annual additions"
                  shall mean the sum credited to a Participant's Account for any
                  limitation year of (i) Employer contributions, (ii) Associate
                  contributions, (iii) forfeitures and (iv) amounts described in
                  Code Sections 415(l)(2) and 419(A)(d)(2). In addition, the
                  term "compensation" means an Associate's wages, salaries,
                  bonuses and other amounts received for personal services
                  actually rendered in the course of employment with the Company
                  or any Affiliates, but shall not include Employer
                  contributions to this or any other plan of deferred
                  compensation, distributions from a plan of deferred
                  compensation (other than an unfunded non-qualified plan),
                  amounts realized from the exercise of a non-qualified stock
                  option or from the sale, exchange or other disposition of
                  stock acquired under a qualified stock option plan, and other
                  amounts which receive special tax benefits.

         (c)      If a Participant's annual additions would otherwise exceed the
                  limitations set forth in this Section due to a reasonable
                  error in estimating the Participant's Compensation or the
                  allocation of forfeitures, such excess shall be applied as
                  follows:

                  (i)      The Participant's Pre-Tax Savings Contributions for
                           the Plan Year (including any income or loss on such
                           amounts for the Plan Year) shall be refunded to the
                           Participant to the extent necessary for the
                           Participant's Annual Additions to meet the
                           limitations of this Section for the Plan Year.

                  (ii)     If after the operation of paragraph (i) an excess
                           amount continues to exist for a Participant for a
                           Plan Year, the excess amount shall be held
                           unallocated in a suspense account and used to reduce
                           Retirement Contributions (including any allocation of
                           Forfeitures) and Matching Contributions (including
                           any allocation of Forfeitures) for such Participant's
                           Account as of the end of the next or succeeding
                           limitation year; provided, that the Participant is
                           covered by the Plan as of the end of that limitation
                           year. If the Participant is not covered by the Plan
                           as of the end of that limitation year, the
                           unallocated amounts shall be allocated to the
                           Accounts of all other Participants in proportion to
                           their Compensation for such limitation year up to
                           maximum limitations of this Section.

4.7.     FORFEITURES. Forfeitures shall be applied to reduce contributions in
         such manner as the Administrative Committee determines.

                                       34
<PAGE>   18

4.8.     EXCLUSIVE BENEFIT; REFUND OF CONTRIBUTIONS.

         (a)      All contributions made by the Employer are made for the
                  exclusive benefit of the Participants and their Beneficiaries,
                  and except as otherwise permitted by law, such contributions
                  shall not be used for or diverted to purposes other than for
                  the exclusive benefit of the Participants and their
                  Beneficiaries, including the costs of maintaining and
                  administering the Plan and Trust Fund.

         (b)      Notwithstanding the foregoing, amounts contributed to the
                  Trust Fund by the Employer may be refunded to the Employer
                  under the following circumstances and subject to the following
                  limitations:

                  (i)      To the extent that a federal income tax deduction is
                           disallowed for any contribution made by the Employer,
                           the Trustee shall return to the Employer the amount
                           so disallowed within one year of the date of such
                           disallowance; and

                  (ii)     In the event a contribution is made, in whole or in
                           part, by reason of a mistake of fact, the Trustee
                           shall return to the Employer so much of such
                           contribution as is attributable to the mistake of
                           fact within one year after the payment of the
                           contribution to which the mistake applies.

                  (iii)    In the event that the Internal Revenue Service
                           determines that the Plan does not initially qualify
                           under Section 401(a) of the Code, all assets then
                           held under the Plan shall be returned by the Trustee
                           to the Employer if so directed by the Administrative
                           Committee. Such payment shall be made within one year
                           after the date on which the initial qualification is
                           denied. Upon receipt of such payment by the Employer,
                           the Plan shall be considered to be rescinded and to
                           be of no further force or effect.

         (c)      In the case of a refund described in Paragraph (i) or (ii) of
                  Section 4.8(b), the amount to be returned shall be the amount
                  contributed over the amount that would have been contributed
                  had there not occurred a mistake of fact or a mistake in
                  determining the deduction. Earnings attributable to the excess
                  contribution may not be returned to the Employer, but losses
                  attributable thereto must reduce the amount to be so returned.
                  Furthermore, if the withdrawal attributable to the mistaken
                  contribution would cause the balance of the individual account
                  of any Participant to be less than the balance which would
                  have been in the account had the mistaken amount not been
                  contributed, then the amount to be returned to the Employer
                  must be limited to avoid such reduction.

4.9.     ACCOUNT TRANSFERS FROM THE LIMITED PLAN. The accounts under The Limited
         Plan of all Associates who were active participants in The Limited Plan
         on October 1, 1999, shall be transferred to this Plan as of the
         Effective Date. At the discretion of the Administrative Committee, the
         accounts under The Limited Plan of Associates who transfer to the
         Company or an Affiliate directly from The Limited or an affiliate of
         The Limited subsequent to the Effective Date, may also be transferred
         to the Plan.

                                       35
<PAGE>   19

                                    ARTICLE V
                          INVESTMENT OF THE TRUST FUND

5.1.     INVESTMENT DIRECTION.

         (a)      Each Participant shall have the right to direct, in multiples
                  of one percentage point, that (i) future contributions to the
                  Participant's Account be invested in one or more of the
                  Investment Funds, and (ii) the existing balance in the
                  Participant's Account be invested in one or more Investment
                  Funds. A Participant may make or change an investment
                  direction as of the first day of any month of the Plan Year
                  (or such other date or dates as the Administrative Committee
                  may from time to time establish), by an Enrollment and Change
                  Designation, made or delivered to the Administrative Committee
                  at least 10 days prior to such date (or such greater or lesser
                  period prior to such date as the Administrative Committee may
                  establish for purposes of administrative convenience).

         (b)      In the case of a Participant who is a Section 16 Person:

                  (i)      a transfer of funds from the Too, Inc. Common Stock
                           Fund to another Investment Fund may only be effected
                           by such Participant pursuant to an election made at
                           least six months following the date of the most
                           recent election by such Participant, with respect to
                           any employee benefit plan of the Company, to effect a
                           Discretionary Transaction (as that term is defined in
                           Rule 16b-3 under the Securities Exchange Act of 1934)
                           that is an acquisition of Too, Inc. Stock.

                  (ii)     a transfer of funds into the Too, Inc. Common Stock
                           Fund from another Investment Fund may only be
                           effected by such Participant pursuant to an election
                           made at least six months following the date of the
                           most recent election by such Participant, with
                           respect to an employee benefit plan of the Company,
                           to effect a Discretionary Transaction that is a
                           disposition of Too, Inc. Stock.

5.2.     ABSENCE OF INVESTMENT DIRECTION. Any portion of a Participant's Account
         as to which the Participant fails to provide an investment direction
         shall be invested by the Trustee in a fund which is designed to
         preserve principal and income while maximizing current income.

5.3.     INVESTMENT FUNDS. One of the Investment Funds shall be the Too, Inc.
         Common Stock Fund, consisting of Too, Inc. Stock and cash or cash
         equivalents needed to meet the obligations of such fund or for the
         purchase of Too, Inc. Stock. The Administrative Committee shall direct
         the Trustee to create and maintain one or more other Investment Funds
         according to investment criteria established by the Administrative
         Committee. The Administrative Committee shall have the right to direct
         the Trustee to merge or modify any existing Investment Funds, or to
         create additional Investment Funds, after notice to Participants
         investing in the affected Investment Funds.

5.4.     THE LIMITED STOCK. Participants who previously participated in The
         Limited Plan, whose account under that plan was invested in whole or in
         part in The Limited Stock Common Stock Fund and whose account under The
         Limited Plan has been transferred to this Plan pursuant to Section 4.9,
         shall be permitted to continue to hold The Limited Stock in their
         Accounts until they direct the Trustee to sell such stock and invest
         the proceeds in one or more of the other Investment Funds available
         under the Plan. Participants shall not be entitled to direct that
         future contributions to their Accounts be invested in The Limited Stock
         or to have amounts initially invested in one of the other Investment
         Funds re-invested in The Limited Stock. Cash dividends paid on The
         Limited Stock held in Participants' Accounts shall be reinvested in The
         Limited Stock.

                                       36
<PAGE>   20



5.5.     INVESTMENT IN TOO, INC. STOCK. One of the principal purposes of the
         Plan is to provide Participants with ownership interests in the
         Employer, and to the extent practicable, all available assets of the
         Too, Inc. Common Stock Fund shall be used to purchase Too, Inc. Stock,
         which shall be held by the Trustee until distribution or sale for
         distribution of cash to Participants or Beneficiaries or until
         disposition is required to implement changes in investment
         designations. In addition, all or any portion of any other Investment
         Funds may consist of Too, Inc. Stock. Notwithstanding anything else in
         this Plan to the contrary, if the Employer makes all or any part of its
         contribution in the form of Too, Inc. Stock, such stock shall be held
         in the Too, Inc. Common Stock Fund, which shall be held, invested and
         reinvested in Too, Inc. Stock. Such percentage of the Trust Fund, up to
         100%, shall be invested in Too, Inc. Stock as results from the
         operation of this Section.

5.6.     VOTING EMPLOYER SECURITIES. The Administrative Committee shall have the
         power to direct the Trustee in the voting of all Employer Stock held by
         the Trustee. All voting of Employer Stock shall be in compliance with
         all applicable rules and regulations of the Securities and Exchange
         Commission and all applicable rules of or any agreement with any stock
         exchange on which Employer Stock is being voted is traded.
         Notwithstanding the foregoing, the Administrative Committee may, in its
         sole discretion and at any time or from time to time, permit
         Participants and Beneficiaries to direct the manner in which all or the
         vested portion of any Employer Stock allocated to their Accounts shall
         be voted on such matters as the Administrative Committee permits. Upon
         timely receipt of directions under this Section from the Administrative
         Committee, Participant or Beneficiary, the Trustee shall vote all
         Employer Stock as directed. If the Trustee does not receive timely
         directions from the Administrative Committee, Participant or
         Beneficiary under this Section, the Trustee shall not vote the Employer
         Stock with respect to which direction was not given.

5.7.     TENDER OFFERS. Each Participant and Beneficiary shall have the sole
         right to direct the Trustee as to the manner in which to respond to a
         tender or exchange offer for Employer Stock allocated to such person's
         Account. The Administrative Committee shall use its best efforts to
         notify or cause to be notified each Participant and Beneficiary of any
         tender or exchange offer and to distribute or cause to be distributed
         to each Participant and Beneficiary such information as is distributed
         in connection with any tender or exchange offer to holders generally of
         Employer Stock, as the case may be, together with the appropriate forms
         for directing the Trustee as to the manner in which to respond to such
         tender or exchange offer. Upon timely receipt of directions under this
         Section from the Participant or Beneficiary, the Trustee shall respond
         to the tender or exchange offer in accordance with, and only in
         accordance with, such directions. If the Trustee does not receive
         timely directions from a Participant or Beneficiary under this Section,
         the Trustee shall not tender, sell, convey or transfer any Employer
         Stock held in such person's Account in response to any tender or
         exchange offer.

5.8.     INVESTMENT MANAGERS. The Administrative Committee may appoint one or
         more investment managers to manage all or any portion of all or any of
         the Investment Funds, and one or more custodians for all or any portion
         of any Investment Fund. The Administrative Committee may also establish
         investment guidelines for the Trustee or any one or more investment
         managers and may direct that all or any portion of the assets in an
         Investment Fund be invested in one or more guaranteed investment
         contracts having such terms and conditions as the Administrative
         Committee deems appropriate. The Administrative Committee or the
         Trustee, at the direction of the Administrative Committee, may enter
         into such agreements as the Administrative Committee deems advisable to
         carry out the purposes of this Section.


                                       37
<PAGE>   21



                                   ARTICLE VI
                            VALUATIONS AND CREDITING

6.1.     VALUATIONS. The Trust Fund shall be valued by the Trustee at fair
         market value as of the close of business on each Valuation Date. In
         determining the fair market value of assets, the Trustee may appraise
         such assets itself or, in its discretion, employ one or more appraisers
         for that purpose and rely on the values established by such appraiser
         or appraisers. All Accounts shall be maintained on a share basis.

         The Administrative Committee or its delegate may, for administrative
         purposes, establish unit values for one or more investment funds (or
         any portion thereof) and maintain the accounts setting forth each
         Participant's interest in such investment fund (or any portion thereof)
         in terms of such units, all in accordance with such rules and
         procedures the Administrative Committee or its delegate shall deem to
         be fair, equitable and administratively practicable. In the event that
         unit accounting is thus established for any investment fund (or any
         portion thereof) the value of a Participant's interest in that
         investment fund (or any portion thereof) at any time shall be an amount
         equal to the then value of a unit in such investment fund (or any
         portion thereof) multiplied by the number of units then credited to the
         Participant.

6.2.     CREDITS TO AND CHARGES AGAINST ACCOUNTS. All crediting to and charging
         against Accounts shall be made as follows:

         (a)      First, there shall be determined the net adjusted Account by
                  (i) charging all distributions and withdrawals made during the
                  period from the prior Valuation Date to the current Valuation
                  Date, and (ii) at the option of the Administrative Committee,
                  charging specifically against the Accounts of Participants all
                  or a portion of administrative expenses relating to the
                  maintenance of such Accounts.

         (b)      Second, all earnings of the Trust Fund shall be allocated to
                  and among the Participants' Accounts according to their net
                  adjusted Accounts and the relative portions of such Accounts
                  which are invested in each Investment Fund.

         (c)      Last, contributions shall be credited to each Participant's
                  Account.

6.3.     EXPENSES. All brokerage fees, transfer taxes, and other expenses
         incurred in connection with the investment of the Trust Fund shall be
         added to the cost of such investments or deducted from the proceeds
         thereof, as the case may be. All other costs and expenses of
         administering the Plan shall be paid from the Trust Fund unless the
         Employer elects to pay such costs and expenses.

6.4.     REIMBURSEMENT OF TRUST FUND. If the operation of the intra-plan
         accounting rules used in the administration of the Plan and/or the
         distribution provisions of the Plan result in a loss or charge against
         the Trust Fund or any portion of the Trust Fund, the Employer may in
         its sole discretion make an additional contribution to the Plan to
         place the Trust Fund or the portion thereof in the position it would
         have been in the absence of such loss or charge. Such a contribution
         shall be treated as a reimbursement of the Trust Fund and not as a
         contribution subject to Sections 4.1 through 4.6.

                                       38
<PAGE>   22

                                   ARTICLE VII
                       VESTING AND SEPARATION FROM SERVICE

7.1.     VESTED PERCENTAGE.

         (a)      A Participant shall at all times be fully vested in his or her
                  Pre-Tax Savings Account, Post-Tax Savings Account and Rollover
                  Account.

         (b)      A Participant's Retirement Account and Matching Account shall
                  become fully vested at the Participant's Normal Retirement
                  Date, or upon his or her Total and Permanent Disability or
                  death prior to otherwise incurring a Separation Date. The
                  Normal Retirement Date, Total and Permanent Disability or
                  death of a Participant after incurring a Separation Date shall
                  not increase the vesting of the Participant's Account.

         (c)      A Participant's vested interest in the Participant's
                  Retirement Account and Matching Account shall be determined
                  under the following table:

                           YEARS OF VESTING SERVICE           VESTED PERCENTAGE

                           less than 3                                   0%
                           3                                            20%
                           4                                            40%
                           5                                            60%
                           6                                            80%
                           7 or more                                   100%

7.2.     FORFEITURE AND RESTORATION. When a Participant whose vested percentage
         is less than 100% incurs a Separation Date and either receives a
         distribution of the vested portion of the Participant's Account or has
         no vested interest in the Plan, the nonvested portion of the
         Participant's Account shall be forfeited and applied in accordance with
         Section 4.7. If a former Participant whose Account has been forfeited
         in whole or in part becomes a Participant prior to incurring five
         consecutive Breaks in Service, all amounts forfeited shall be restored
         to the Participant's Account before the end of the Plan Year in which
         the person becomes a Participant, such restored amounts shall come from
         forfeitures from the Accounts of other Participants for the Plan Year
         of restoration, or, if no such forfeitures occur during that Plan Year,
         from additional Employer contributions. The vested portion of the
         Retirement and Matching Accounts of a Participant who has received any
         distribution from the Participant's Retirement or Matching Account
         shall be not less than an amount ("X") determined by the formula X =
         P(AB +(R)x D)) -(R)x D), where "P" is the vested percentage at the
         relevant time, "AB" is the Account balance at the relevant time, "D" is
         the amount of the distribution not previously repaid by the Participant
         (if applicable), and "R" is the ratio of the Account balance at the
         relevant time to the Account balance after distribution; the relevant
         time is the time at which, under the Plan, the vested percentage in the
         Account cannot increase. Such vested percentage will be adjusted to
         reflect forfeitures or partial forfeitures from such Account and the
         restoration of principal amounts of forfeitures.

7.3.     EFFECT OF BREAKS IN SERVICE.

         (a)      If a person incurs five consecutive Breaks in Service and
                  subsequently becomes a Participant, and if the Participant was
                  not vested in any portion of his or her Retirement Account and
                  Matching Account prior to the Breaks in Service, the Years of
                  Vesting Service completed by the Participant prior to the
                  Breaks in Service shall not be taken into account in
                  determining the Participant's vested interest in his or her
                  Retirement Account and Matching Account accruing after the
                  Breaks in Service. If any Years of Vesting Service are not
                  required to be taken into account because of the operation of
                  this Section, such Years of Vesting Service shall not be taken
                  into account in applying this Section to any subsequent Breaks
                  in


                                       39
<PAGE>   23


                  Service. In the case of a Participant who resumes
                  participation in the Plan before incurring five consecutive
                  Breaks in Service, the Years of Vesting Service completed by
                  the Participant both prior to and after the Breaks in Service
                  will be taken into account in determining the Participant's
                  vested interest in his or her Retirement Account and Matching
                  Account accruing both prior to and after the Breaks in
                  Service.

         (b)      Notwithstanding anything in this Plan to the contrary, an
                  individual reemployed under the Uniformed Services Employment
                  and Reemployment Rights Act of 1994 ("USERRA," chapter 43 of
                  title 38, United States Code) is treated with respect to the
                  Plan as not having incurred a Break in Service with the
                  Employer by reason of such individual's period of qualified
                  military service (as defined in Section 414(u)(5) of the
                  Code). Each period of such qualified military service served
                  by such individual is, upon reemployment, deemed with respect
                  to the Plan to constitute service with the Employer for the
                  purpose of determining the nonforfeitability of the
                  individual's accrued benefits under the Plan and for purposes
                  of determining the accrual of benefits under the Plan. Such
                  reemployed individual is entitled to accrued benefits that are
                  contingent on the making of, or derived from, employee
                  contributions or elective deferrals only to the extent the
                  individual makes payment to the Plan with respect to such
                  contributions or deferrals. No such payment may exceed the
                  amount the individual would have been permitted or required to
                  contribute had the individual remained continuously employed
                  by the Employer throughout the period of qualified military
                  service. Any payment to the Plan shall be made during the
                  period beginning with the date of reemployment and whose
                  duration is three times the period of the qualified military
                  service (but not greater than five years). The determination
                  of an individual's reemployment rights under USERRA shall be
                  made in accordance with Section 414(u) of the Code and the
                  regulations thereunder.

7.4.     AMENDMENTS TO VESTING SCHEDULE. If the vesting schedule under this Plan
         is amended, (a) no such amendment shall decrease any Participant's
         vested percentage, and (b) each Participant who has completed at least
         three Years of Vesting Service with the Employer may irrevocably elect
         in writing to have the vested percentage of his or her Account
         determined without regard to such amendment. The election period shall
         begin on the date the amendment is adopted and end on the latest of (i)
         the date 60 days after the Plan amendment is adopted; (ii) the date 60
         days after the date the Participant is issued written notice of the
         Plan amendment by the Administrative Committee or the Employer; or
         (iii) such later date as may be specified by the Administrative
         Committee.

7.5      CHANGE IN CONTROL. Upon the occurrence of a Change in Control, all
         portions of the Participant's account which are not fully vested shall
         become fully vested.


                                  ARTICLE VIII
                                    BENEFITS

8.1.     FORMS OF BENEFIT PAYMENTS.

         (a)      A Participant or Beneficiary shall receive any benefits to
                  which he or she is entitled in the form of a single sum
                  distribution consisting of cash and/or shares of Employer
                  Stock. Amounts not invested in an Employer Stock Fund shall be
                  distributed in cash. Amounts invested in an Employer Stock
                  Fund shall be distributed in cash, unless the Participant or
                  Beneficiary elects to receive such amount in whole shares of
                  Employer Stock (plus cash for any fractional shares).

         (b)      Notwithstanding any provision of the Plan to the contrary that
                  would otherwise limit a Distributee's election under this
                  Section, a Distributee may elect, at the time and in the
                  manner prescribed by the Administrative Committee, to have any
                  portion of an Eligible Rollover Distribution paid directly to
                  an Eligible Retirement Plan specified by the Distributee in a
                  Direct Rollover. For purposes of this Section 8.1(b), the
                  following definitions shall apply:

                                       40
<PAGE>   24

                  (i)      ELIGIBLE ROLLOVER DISTRIBUTION. An Eligible Rollover
                           Distribution is any distribution of all or any
                           portion of the balance to the credit of the
                           Distributee, except that an Eligible Rollover
                           Distribution does not include: any distribution that
                           is one of a series of substantially equal periodic
                           payments (not less frequently than annually) made for
                           the life (or life expectancy) of the Distributee or
                           the joint lives (or joint life expectancies) of the
                           Distributee and the Distributee's designated
                           beneficiary, or for a specified period of ten years
                           or more; any distribution to the extent such
                           distribution is required under Section 401(a)(9) of
                           the Code; and the portion of any distribution that is
                           not includible in gross income (determined without
                           regard to the exclusion for net unrealized
                           appreciation with respect to employer securities).

                  (ii)     ELIGIBLE RETIREMENT PLAN. An Eligible Retirement Plan
                           is an individual retirement account described in
                           Section 408(a) of the Code, an individual retirement
                           annuity described in Section 408(b) of the Code, an
                           annuity plan described in Section 403(a) of the Code,
                           or a qualified trust described in Section 401(a) of
                           the Code, that accepts the Distributee's Eligible
                           Rollover Distribution. However, in the case of an
                           Eligible Rollover Distribution to the surviving
                           spouse, an Eligible Retirement Plan is an individual
                           retirement account or individual retirement annuity.

                  (iii)    DISTRIBUTEE. A Distributee includes an Associate or
                           former Associate. In addition, the Associate's or
                           former Associate's surviving spouse and the
                           Associate's or former Associate's spouse or former
                           spouse who is the alternate payee under a qualified
                           domestic relations order, as defined in Section
                           414(p) of the Code, are Distributees with regard to
                           the interest of the spouse or former spouse.

                  (iv)     DIRECT ROLLOVER. A Direct Rollover is a payment by
                           the Plan to the Eligible Retirement Plan specified by
                           the Distributee.

         (c)      On each Valuation Date, the Administrative Committee shall
                  direct the person or entity maintaining Plan records to
                  determine the value of a Participant's Account for which a
                  distribution request has been made or which may otherwise be
                  payable. As soon as administratively practicable after the
                  receipt of direction from the Administrative Committee, the
                  person or entity maintaining Plan records shall provide the
                  information to the Trustee. As soon as administratively
                  practicable after the receipt of information, the Trustee
                  shall distribute any benefit which is payable to a Participant
                  or Beneficiary. The amount of cash to be distributed to a
                  Participant or Beneficiary shall be the value of the
                  Participant's Account, including the value of Employer Stock
                  in the Participant's Account, multiplied by the Participant's
                  vested percentage as of such Valuation Date. If after the
                  Valuation Date following a distribution the Administrative
                  Committee determines that a Participant's vested percentage
                  increased and/or that additional contributions are allocable
                  to the Participant's Account, a distribution shall be made of
                  the additional distributable amount in accordance with this
                  Section.

8.2.     RETIREMENT BENEFIT. Any Participant who has incurred a Separation Date
         shall receive a retirement benefit in an amount equal to the vested
         portion of the undistributed balance of the Participant's Account, as
         follows:

         (i)      if the value of the Participant's vested interest in his or
                  her Account exceeds $5,000 (as of the applicable Valuation
                  Date or as of the Valuation Date applicable to any prior
                  partial distribution), after the earlier of the date the
                  Participant requests a distribution or the Participant's
                  Normal Retirement Date; or

                                       41
<PAGE>   25



         (ii)     if the value of the Participant's vested interest in his or
                  her Account is $5,000 or less (as of the applicable Valuation
                  Date or as of the Valuation Date applicable to any prior
                  partial distribution), after the end of the calendar quarter
                  following the calendar quarter of the Participant's Separation
                  Date, unless the Participant elects otherwise, but in no event
                  later than the date specified in (i) above.

         Notwithstanding the foregoing, unless a Participant otherwise elects to
         receive his benefit on an earlier date, distribution of the
         Participant's vested interest shall be made not later than 60 days
         after the close of the Plan Year in which the latest of the following
         occurs:

                  (i)      the Participant reaches his Normal Retirement Date;

                  (ii)     the Participant's 10th anniversary of participation
                           in the Plan; or

                  (iii)    the Participant's Separation Date.

         Notwithstanding anything in this Plan to the contrary, a Participant's
         benefits shall be paid no later than the April 1 of the calendar year
         following the later of (i) the calendar year in which the Participant
         attains age 70-1/2, or (ii) the calendar year in which the employee
         retires. Clause (ii) of this paragraph shall not apply, except as
         provided in Section 409(d) of the Code, in the case of a Participant
         who is a 5-percent owner (as defined in Section 416 of the Code) with
         respect to the Plan Year ending in the calendar year in which the
         Participant attains age 70-1/2, or for purposes of Section 408(a)(6) or
         (b)(3) of the Code. If a Participant dies before receiving a
         distribution of his or her vested retirement benefit, his or her
         Beneficiary shall receive a death benefit in lieu of the retirement
         benefit. The Plan shall be operated and construed in accordance with
         Section 401(a)(9) of the Code and regulations issued thereunder. Any
         provision of this Section 8.2 which relates to any requirement of
         Section 401(a)(9) of the Code that this Plan is not legally required to
         comply with for any period shall be void and shall not be applied
         during such period.

         A Participant's election shall be made on a distribution request form
         provided by the Administrative Committee and shall be effective if
         delivered to the Administrative Committee by such date, before or after
         the applicable Valuation Date, as the Administrative Committee
         establishes for purposes of administrative convenience.

         No distribution shall be made to any Participant before his Normal
         Retirement Date unless (i) the prior written consent of the Participant
         to the distribution has been obtained within the 90-day period ending
         on the date payments are to be made or commenced, or (ii) the value of
         the vested portion of the Participant's Accounts does not exceed $5,000
         as of the applicable Valuation Date.

         The Administrative Committee shall notify the Participant of the right
         to defer any distribution until the Participant's Normal Retirement
         Date. Such notice shall be provided no less than 30 days and no more
         than 90 days prior to the date that benefit payments are to be made.

         Distributions may commence less than 30 days after the notice required
         pursuant to the preceding paragraph is given, provided that (i) the
         Administrative Committee clearly informs the Participant that the
         Participant has a right to a period of at least 30 days after receiving
         the notice to consider the decision of whether or not to elect a
         distribution, and (ii) the Participant, after receiving the notice,
         affirmatively elects a distribution.

8.3.     DEATH BENEFIT. If a Participant dies before receiving a distribution of
         his or her Account, the Participant's Beneficiary shall receive a death
         benefit equal to the value of the Participant's undistributed Account.
         Such distribution shall be paid after the Administrative Committee is
         notified of the Participant's death.

                                       42
<PAGE>   26

8.4.     BENEFICIARY DESIGNATION.

         (a)      A married Participant may, with the consent of his or her
                  spouse, designate and from time to time change the designation
                  of one or more Beneficiaries or contingent Beneficiaries to
                  receive any death benefit. The designation and consent shall
                  be on a form supplied by the Administrative Committee, which
                  form shall describe the effect of the designation on the
                  Participant's spouse, and shall be signed by the Participant
                  and the Participant's spouse. The spouse's signature shall be
                  witnessed by a Plan representative or a notary public. An
                  unmarried Participant or a married Participant whose spouse
                  has abandoned him or her or cannot be located may designate a
                  Beneficiary or Beneficiaries without the consent of any other
                  person, after having first established to the satisfaction of
                  the Administrative Committee either that he or she has no
                  spouse or that his or her spouse cannot be located. All
                  records of Beneficiary designations shall be maintained by the
                  Administrative Committee.

         (b)      In the event that the Participant fails to designate a
                  Beneficiary to receive a benefit that becomes payable under
                  the provisions of this Section, or in the event that the
                  Participant is predeceased by all designated primary and
                  contingent Beneficiaries, (a) if the Participant is survived
                  by a spouse, the death benefit shall be payable to the
                  Participant's surviving spouse who shall be deemed to be the
                  Participant's designated beneficiary for all purposes under
                  this Plan, or (b) if the Participant is not survived by a
                  spouse, the death benefit shall be payable to the following
                  classes of takers, each class to take to the exclusion of all
                  subsequent classes, and all members of each class to share
                  equally unless otherwise indicated: (i) lineal descendants
                  (including adopted children and stepchildren), PER STIRPES;
                  (ii) surviving parents; or (iii) the Participant's estate.

8.5.     IN-SERVICE WITHDRAWALS. A Participant who is fully vested in his or her
         Account and who has participated in the Plan for at least five years
         may obtain an in-service withdrawal from his or her Account (other than
         his or her Pre-Tax Savings Account). The percentage of a Participant's
         Account available for in-service withdrawal is the percentage set forth
         in the table below, less the percentage of the Participant's Account
         previously withdrawn:


                  YEARS OF VESTING SERVICE              VESTED PERCENTAGE

                  less than 7                                     0%
                  7 or more but less than 10                     10%
                  10 or more but less than 15                    20%
                  15 or more                                     30%

         In-service withdrawals must be made in multiples of five percentage
         points. A request for an in-service withdrawal shall be made in such
         manner and on such forms as the Administrative Committee may determine.
         An in-service withdrawal shall be charged against a Participant's
         Account (other than his or her Pre-Tax Savings Account) in such manner
         as the Administrative Committee determines.

8.6.     DISTRIBUTIONS FOR HARDSHIP.

         (a)      A Participant who has an immediate and heavy financial need
                  and who has obtained all distributions, other than hardship
                  distributions, currently available under the Plan may receive
                  a hardship distribution from his or her vested Account
                  balance. For purposes of this Plan, an immediate and heavy
                  financial need is the need for money for:

                  (i)      expenses for or necessary to obtain medical care
                           described in Section 213(d) of the Code for the
                           Participant or the Participant's spouse or
                           dependents;

                                       43
<PAGE>   27

                  (ii)     costs directly related to the purchase (excluding
                           mortgage payments) of a principal residence of the
                           Participant;

                  (iii)    the payment of tuition and related educational fees
                           for the next 12 months of post-secondary education
                           for the Participant or the Participant's spouse,
                           children or dependents;

                  (iv)     the prevention of the eviction of the Participant
                           from his or her principal residence; or

                  (v)      any other similar purpose determined by the
                           Administrative Committee to be necessary to the
                           maintenance of the Participant, or the Participant's
                           spouse or dependents.

         (b)      The amount of the hardship distribution shall be the lesser of
                  (i) the Participant's vested Account balance less income
                  allocated to the Participant's Pre-Tax Savings Account (other
                  than income earned under the Participant's pre-tax savings
                  account under The Limited Plan that was allocated to such
                  account prior to January 1, 1989), or (ii) the amount of the
                  immediate and heavy financial need (including amounts
                  necessary to pay reasonably anticipated taxes and penalties on
                  the hardship distribution). Notwithstanding the foregoing, a
                  Participant may not make a withdrawal for a financial hardship
                  in an amount less than $500 unless his or her vested Account
                  balance (excluding income described in the preceding sentence)
                  is less than or equal to the amount of the financial hardship,
                  in which case the Participant may withdraw 100% of his or her
                  vested Account balance (excluding income described in the
                  preceding sentence). Distributions under this Section shall be
                  deemed to be made as of the Valuation Date preceding the date
                  of distribution and shall reduce the Participant's Account
                  accordingly. Hardship distributions shall be paid in cash and
                  shall be charged against a Participant's Account in such
                  manner as the Administrative Committee determines.

         (c)      A Participant who has received a hardship distribution shall
                  not be eligible to make any Pre-Tax Savings Contributions for
                  the 12 months after the hardship distribution. Furthermore,
                  the Participant will be precluded, by means of a legally
                  enforceable agreement, from making any contributions to any
                  nonqualified plan of deferred compensation, including stock
                  option and stock purchase plans, maintained by the Employer.
                  For the calendar year following the calendar year of the
                  hardship distribution, the Participant's Pre-Tax Savings
                  Contributions shall not exceed the limitations set forth in
                  Section 402(g) of the Code, less the amount of the
                  Participant's Pre-Tax Savings Contributions in the calendar
                  year of the hardship distribution.

         (d)      A cash withdrawal pursuant to this Section 8.6 that requires a
                  liquidation of the Participant's interest in the Too, Inc.
                  Common Stock Fund, may only be made by a Participant who is a
                  Section 16 Person if such withdrawal is elected by such
                  Participant at least six months following the Participant's
                  most recent election, with respect to any employee benefit
                  plan of the Company, to effect a Discretionary Transaction (as
                  that term is defined in Rule 16b-3 under the Securities
                  Exchange Act of 1934) that is an acquisition of Too, Inc.
                  Stock.

8.7.     POST DISTRIBUTION CREDITS. If, after the distribution of retirement or
         death benefits under this Plan, there remain in a Participant's Account
         any vested funds, or any vested funds shall be subsequently credited
         thereto, such funds shall be paid to the Participant or his or her
         Beneficiary as promptly as practicable.

8.8.     PREVENTION OF ESCHEAT. If the Administrative Committee cannot ascertain
         the whereabouts of any person to whom a payment is due under the Plan,
         the Administrative Committee may place the amount of the payment in a
         segregated account. If a segregated account is an interest bearing
         account, the interest, which may be net of expenses, shall be credited
         to the segregated account. If a segregated account holds The Limited
         Stock, any dividends may be treated as earnings of the Trust Fund or of
         the segregated account, at the option of the Administrative Committee.
         After two years from the date such payment is due, the Administrative
         Committee may mail a notice of the payment to the last

                                       44
<PAGE>   28

         known address of such person as shown on the records of the Plan and
         all Affiliates. If such person has not made claim for the payment
         within three months after the date of the mailing of the notice or if
         the notice is returned as undeliverable, then the payment and all
         remaining payments which would otherwise be due to such person shall be
         canceled and treated as a forfeiture. If such person later makes a
         claim for payment, the amount so canceled shall be restored and paid to
         such person, adjusted for any gains or losses.


                                   ARTICLE IX
                            TOP HEAVY PLAN PROVISIONS

9.1.     VESTING SCHEDULE MODIFICATIONS. If the Plan is a Top-Heavy Plan, the
         vesting schedule set forth in Section 7.1 shall be modified with
         respect to each Participant who has an Hour of Service while the Plan
         is a Top-Heavy Plan by substituting the following schedule:

                  YEARS OF VESTING SERVICE       VESTED PERCENTAGE

                  less than 2                                    0%
                  2                                             20%
                  3                                             40%
                  4                                             60%
                  5                                             80%
                  6 or more                                    100%

         If the Plan ceases to be a Top-Heavy Plan, the vesting schedule shall
         be deemed to have been amended to be the schedule set forth in Section
         7.1.

9.2.     MINIMUM BENEFITS. For each Plan Year that this Plan is a Top-Heavy
         Plan, the Employer shall contribute, for and on behalf of each person
         who is a Participant on the last day of the Plan Year, not less than
         the lesser of (1) 3% of such Participant's compensation (or 5% of such
         Participant's compensation if the Participant also participates in a
         top-heavy defined benefit plan in the Aggregation Group), or (b) such
         Participant's compensation multiplied by a fraction, determined with
         respect to the Key Associate for whom the fraction is greatest, the
         numerator of which is the contribution for such Key Associate for the
         Plan Year (including Pre-Tax Savings Contributions) and the denominator
         of which is the compensation of such Key Associate for the Plan Year.
         In determining the minimum benefit, all contributions for any
         Participant to any plan included in the Aggregation Group shall be
         taken into account. Pre-Tax Savings Contributions for any Participant
         other than a Participant who is a Key Associate shall not be taken into
         account in determining such 3% (or 5%) contribution. For purposes of
         this Section, compensation means an Associate's wages, salaries,
         bonuses and other amounts received for personal services actually
         rendered in the course of employment with the Employer, but shall not
         include Employer and Associate contributions to this or any other plan
         of deferred compensation, distributions from a plan of deferred
         compensation (other than an unfunded non-qualified plan), amounts
         realized from the exercise of a non-qualified stock option or from the
         sale, exchange or other disposition of stock acquired under a qualified
         stock option plan, and other amounts which received special tax
         benefits. Compensation taken into account for a Participant for a Plan
         Year shall not exceed the amount permitted under Section 401(a)(17) of
         the Code.

9.3.     ADJUSTMENT IN BENEFIT LIMITATIONS. In applying the provisions of
         Section 4.6 where a Participant participates in both one or more
         defined benefit plans and one or more defined contribution plans of the
         Employer, paragraphs (2)(B) and (3)(B) of Section 415(e) of the Code
         shall be applied by substituting "1.0" for "1.25", unless (i) the sum
         of the account balances and the present value of the accrued benefits
         of Key Associates do not exceed 90% of the account balances and the
         present value of the accrued benefits of all participants and their
         beneficiaries, as determined under Section 416(h) of the Code, and (ii)
         the Employer elects to have Section 9.2 applied by substituting "4%"
         for "3%" and "7-1/2%" for "5%" therein.

                                       45
<PAGE>   29

                                    ARTICLE X
                          THE ADMINISTRATIVE COMMITTEE

10.1.    APPOINTMENT AND TENURE. The Administrative Committee shall be a
         committee of not less than three and not more than five members who
         shall serve at the pleasure of the Board of Directors. Any
         Administrative Committee member may be dismissed or may resign at any
         time, with or without cause, upon 10 days' written notice. Vacancies
         arising by reason of the death, resignation or removal of an
         Administrative Committee member shall be filed by the Board of
         Directors. If the Board of Directors fails to act, and in any event
         until the Board of Directors so acts, the remaining members of the
         Administrative Committee may appoint an interim Administrative
         Committee member to fill any vacancy occurring on the Administrative
         Committee.

10.2.    MEETINGS: MAJORITY RULE. The Administrative Committee may act by
         majority vote of those present taken in a meeting if all members of the
         Administrative Committee have received at least 10 days' written notice
         of such meeting or have waived notice and a quorum of a majority of all
         members is present. The Administrative Committee may also act by
         majority consent in writing without a meeting.

10.3.    DELEGATION.

         (a)      The Administrative Committee may delegate to any of its
                  members or any other person the authority to sign any
                  documents on its behalf or to perform ministerial acts, but no
                  such member or person shall perform any act involving the
                  exercise of any discretion without first obtaining the
                  concurrence of a majority of the members of the Administrative
                  Committee, even through he or she alone may sign any document
                  required by third parties. The Administrative Committee may
                  elect one of its number to serve as chairman. The chairman
                  shall preside at all meetings of the Administrative Committee
                  or shall delegate such responsibility to another
                  Administrative Committee member. The Administrative Committee
                  may elect one or more persons to serve as secretary or
                  assistant secretary of the Administrative Committee. The
                  secretary or assistant secretary may, but need not, be a
                  member of the Administrative Committee. All third parties may
                  rely on any communication signed by the secretary or assistant
                  secretary, acting as such, as an official communication from
                  the Administrative Committee.

         (b)      The Administrative Committee may delegate to any division of
                  the discretionary authority to make decisions relating to Plan
                  administration, within limits and guidelines from time to time
                  established by the Administrative Committee. The delegated
                  discretionary authority shall be exercised by the division's
                  senior Human Resources Officer, or his or her delegate. Within
                  the scope of the delegated discretionary authority, such
                  officer or person shall act in the place of the Administrative
                  Committee and his or her decisions shall be treated as
                  decisions of the Administrative Committee.

10.4.    REPORTING AND DISCLOSURE. The Administrative Committee shall keep all
         individual and group records relating to Participants, former
         Participants and Beneficiaries, and all other records necessary for the
         proper operation of the Plan, except that the Administrative Committee
         shall have the right to exercise such authority while conducting any
         review of a denied claim for benefits. Such records shall be made
         available to the Employer and to each Participant and Beneficiary for
         examination during business hours. A Participant or Beneficiary may
         examine only such records as pertain exclusively to the examining
         Participant or his or her Beneficiary and the Plan and Trust Agreement.
         The Administrative Committee shall prepare and furnish to Participants
         annual statements and all information required by applicable law or the
         Plan. The Administrative Committee shall prepare and publish, or file
         with the appropriate governmental officials, all reports and other
         information required by law to be filed or published.

                                       46
<PAGE>   30



10.5.    CONSTRUCTION OF THE PLAN. The Administrative Committee shall have sole
         discretionary authority to interpret the Plan and determine all
         questions arising in the administration, interpretation and application
         of the Plan. It shall endeavor to act, whether by general rules or by
         particular decisions, so as to treat all persons in similar
         circumstances uniformly. The Administrative Committee's interpretations
         and determinations shall be final and binding on all persons absent
         fraud or arbitrary and capricious abuse of the wide discretion granted
         to the Administrative Committee. The Administrative Committee shall
         provide the Trustee with instructions regarding payments of benefits.
         The Administrative Committee shall provide directions to the Trustee
         with respect to valuations at dates other than Valuation Dates and all
         other matters when called for in the Plan or requested by the Trustee.
         The Administrative Committee may waive any period of notice required
         under the Plan. The Administrative Committee shall provide procedures
         for the determination of claims for benefits, including procedures
         regarding the review of denied claims.

10.6.    ENGAGEMENT OF ASSISTANTS AND ADVISORS. The Administrative Committee
         shall have the right to hire such professional assistants and
         consultants as it, in its sole discretion, deems necessary or
         advisable, including, but not limited to investment managers and/or
         advisors, accountants, actuaries, attorneys, consultants, clerical and
         office personnel, and medical practitioners. To the extent that the
         costs for such assistants and advisors are not paid by the Company,
         they shall be paid from the Trust Fund as an expense of the Trust Fund
         at the direction of the Administrative Committee.

10.7.    BONDING. The Administrative Committee shall arrange for such bonding as
         is required by law, but no bonding in excess of the amount required by
         law shall be required under the Plan.

10.8.    COMPENSATION. The members of the Administrative Committee shall serve
         without compensation for their services, but all expenses of the
         members in connection with administering the Plan shall be paid or
         reimbursed by the Trust Fund, except to the extent paid by the Company.

10.9.    INDEMNIFICATION OF THE ADMINISTRATIVE COMMITTEE. Each member of the
         Administrative Committee shall be indemnified by the Company against
         costs, expenses and liabilities (other than amounts paid in settlements
         to which the Company does not consent) reasonably incurred by him or
         her in connection with any action to which he or she may be a party by
         reason of his or her service as a member of the Administrative
         Committee except in relation to matters as to which he or she be
         adjudged in such action to be personally guilty of negligence or
         willful misconduct in the performance of his or her duties. The
         foregoing right to indemnification shall be in addition to such other
         rights as the Administrative Committee member may enjoy as a matter of
         law or by reason of insurance coverage of any kind, or otherwise.
         Service as an Administrative Committee member shall be deemed in
         partial fulfillment of the member's function as an associate, officer
         and/or director of the Company, if he or she serves in such capacity as
         well.


                                   ARTICLE XI
                  ALLOCATION OF AUTHORITY AND RESPONSIBILITIES

11.1.    AUTHORITY AND RESPONSIBILITIES OF THE COMPANY. The Company shall have
         the following authority and responsibilities:

         (a)      To establish and communicate to the Trustee a funding policy
                  for the Plan;

         (b)      To appoint the Trustee and the Administrative Committee, and
                  to monitor each of their performances;

         (c)      To communicate such information to the Administrative
                  Committee and the Trustee as each needs for the proper
                  performance of its duties;

                                       47
<PAGE>   31

         (d)      To provide mechanisms through which the Administrative
                  Committee and the Trustee can communicate with Participants
                  and Beneficiaries;

         (e)      To perform such duties as are imposed by applicable law and to
                  serve as the Administrative Committee in the absence of an
                  appointed Administrative Committee; and

         (f)      To carry out such other duties as may be assigned to it
                  hereunder.

11.2.    AUTHORITY AND RESPONSIBILITIES OF THE ADMINISTRATIVE COMMITTEE. The
         Administrative Committee shall be the Named Fiduciary with respect to
         the authority and responsibilities described in Article X.

11.3.    AUTHORITY AND RESPONSIBILITIES OF THE TRUSTEE. The Trustee shall have
         the powers and duties set forth in the Trust Agreement.

11.4.    LIMITATIONS ON OBLIGATIONS. No Named Fiduciary shall have authority or
         responsibility to deal with matters other than as delegated to it under
         this Plan, under the Trust Agreement, or by operation of law. A Named
         Fiduciary shall not in any event be liable for breach of fiduciary
         responsibility or obligation by another fiduciary if the responsibility
         or authority of the act or omission deemed to be a breach was not
         within the scope of the said Named Fiduciary's authority or
         responsibility.


                                   ARTICLE XII
                                CLAIMS PROCEDURES

12.1.    APPLICATION FOR BENEFITS. Each Participant or Beneficiary believing
         himself or herself eligible for benefits under this Plan may apply for
         such benefits by completing and filing with the Administrative
         Committee an application for benefits in writing. Before the date on
         which benefit payments commence, each such application must be
         supported by such information and data as the Administrative Committee
         deems relevant and appropriate.

12.2.    APPEALS OF DENIED CLAIMS FOR BENEFITS. In the event that any claim for
         benefits is denied, in whole or in part, the claimant shall be notified
         of such denial in writing by the Administrative Committee within 90
         days after the Administrative Committee receives the claim; provided,
         that under special circumstances (as determined by the Administrative
         Committee), the Administrative Committee may extend this period for an
         additional 90 days by providing written notice of the extension to the
         claimant within the original 90 day period. The notice advising of the
         denial shall specify the reason or reasons for denial, make specific
         reference to pertinent Plan provisions, describe any additional
         material or information necessary for the claimant to perfect the claim
         (explaining why such material or information is needed), and shall
         advise the claimant of the procedure for the appeal of such denial. If
         the Administrative Committee does not timely respond to a claim in
         writing within the 90 day period (as extended, if applicable), the
         claim shall be deemed denied for all purposes under the Plan. Appeals
         may be made only by the following procedure:

         (a)      If a claim is denied (or deemed denied), the claimant or his
                  or her duly authorized representative may, within 60 days
                  after receipt of denial of his or her claim, submit a written
                  request for review by the Administrative Committee of the
                  denied claim, review pertinent Plan documents and submit
                  issues and comments in writing to the Administrative
                  Committee.

         (b)      The Administrative Committee shall, within 30 days of receipt
                  of the notice of appeal, establish a hearing date on which the
                  claimant may make an oral presentation to the Administrative
                  Committee in support of his or her appeal and the claimant
                  shall be given not less than 10 days' notice of the date set
                  for the hearing.

                                       48
<PAGE>   32



         (c)      The Administrative Committee shall consider the claimant's
                  written and oral presentations, any facts or evidence in
                  support of the denial of benefits, and such other facts and
                  circumstances as the Administrative Committee shall deem
                  relevant. If the claimant elects not to make an oral
                  presentation, the Administrative Committee shall proceed as
                  set forth below as though an oral presentation of the contents
                  of the claimant's written presentation had been made.

         (d)      The Administrative Committee shall render a determination upon
                  the appealed claim accompanied by a written statement as to
                  the reasons therefor within 60 days after the Administrative
                  Committee receives the notice of appeal, unless special
                  circumstances or the need to hold a hearing require an
                  extension of up to 60 additional days. However, if the
                  Administrative Committee does not timely respond to the
                  request for review in writing, the request (and underlying
                  claim) shall be deemed denied for all purposes under the Plan.
                  The determination so rendered shall be final and binding upon
                  all parties absent fraud or the arbitrary and capricious abuse
                  of the wide discretion granted to the Administrative
                  Committee.

12.3.    REVIEW OF DECISION. Any final decision of the Administrative Committee
         may be reviewed by a court of competent jurisdiction only if an appeal
         has been made under Section 12.2.


                                  ARTICLE XIII
               AMENDMENT, TERMINATION, MERGERS AND CONSOLIDATIONS


13.1.    AMENDMENT. The provisions of this Plan may be amended at any time and
         from time to time by the Board of Directors; provided, however, that,
         except as otherwise permitted by law:

         (a)      No amendment shall increase the duties or liabilities of the
                  Trustee without the consent of the Trustee.

         (b)      No amendment shall decrease the balance in any Account.

         (c)      No amendment shall provide for the use of funds or assets held
                  to provide benefits under this Plan other than for the benefit
                  of Associates and Beneficiaries, except as may be permitted by
                  applicable law.

         (d)      Any amendment, other than an amendment modifying the rate of
                  allocation of Retirement Contributions or Matching
                  Contributions, or an amendment merging the Plan with another
                  qualified plan, may be made without the approval of the Board
                  of Directors if recommended by the Administrative Committee
                  and executed by the proper officers of the Company.

13.2.    TERMINATION. While it is the Company's intention to continue the Plan
         indefinitely in operation, the Company nevertheless reserves the right
         to terminate the Plan in whole or in part by resolution of its Board of
         Directors. Termination or partial termination of the Plan shall result
         in full and immediate vesting in each affected Participant of the
         affected portion of his or her Account. Plan termination shall be
         effective as of the date specified by the Company. The Company shall
         instruct the Trustee on termination of the Plan either to continue to
         manage and administer the Trust Fund for the benefit of Participants
         and Beneficiaries pursuant to the terms and provisions of the Trust
         Agreement, or to pay over to each Participant (and deferred vested
         former Participant) the value of his or her vested interest, and to
         thereupon dissolve the Trust Fund. Notwithstanding the foregoing,
         except as permitted by Section 401(k) of the Code, no portion of a
         Participant's Pre-Tax Savings Account shall be distributed prior to the
         Participant's retirement, death, disability, Separation Date,
         attainment of age 59-1/2, or proven financial hardship.

                                       49
<PAGE>   33



13.3.    PERMANENT DISCONTINUANCE OF CONTRIBUTIONS. While it is the Company's
         intention to make substantial and recurring contributions to the Trust
         Fund under the Plan, the Company nevertheless reserves the right at any
         time to permanently discontinue all Company contributions. Such
         permanent discontinuance shall be established by resolution of the
         Board of Directors and shall have the same effect as a termination of
         the Plan, except that the Trustee shall not have the authority to
         dissolve the Trust Fund except upon adoption of a further resolution by
         the Board of Directors to the effect that the Plan is terminated and
         upon receipt from the Company of instructions to dissolve the Trust
         Fund.

13.4.    SUSPENSION OF EMPLOYER CONTRIBUTIONS. The Employer shall have the
         right, at any time and from time to time, to suspend contributions to
         the Trust Fund. Such suspension shall have no effect on the operation
         of the Plan except as set forth below:

         (a)      If the Employer determines that such suspension shall be
                  permanent, a permanent discontinuance of contributions will be
                  deemed to have occurred as of the date of such determination
                  or such earlier date as is specified.

         (b)      If a temporary suspension becomes a Plan termination or a
                  complete discontinuance, the termination shall be deemed to
                  have occurred on the earlier of the date specified by the
                  Employer or established by the Administrative Committee or the
                  last day of the Plan Year next following the first Plan Year
                  during the period of suspension in which the Employer did not
                  make contributions.

13.5.    MERGERS AND CONSOLIDATIONS OF PLANS. In the event of any merger or
         consolidation with, or transfer of assets or liabilities to, any other
         plan, each Participant, deferred vested former Participant and
         Beneficiary shall have a benefit in the surviving or transferee plan
         (determined as if such plan were then terminated immediately after such
         merger) that is equal to or greater than the benefit he or she would
         have been entitled to receive immediately before such merger in the
         Plan in which he or she was then a Participant or with respect to which
         he or she was then a deferred vested former Participant or Beneficiary
         (had such Plan been terminated at that time).

13.6.    TRANSFERS OF ASSETS TO OR FROM PLAN. A transfer of all or any portion
         of the assets or liabilities of this Plan to any other plan, or the
         transfer of all or any portion of the assets or liabilities of another
         plan to this Plan, shall be on the terms and conditions set forth in
         (i) Section 414(1) of the Code; (ii) resolutions of the Board of
         Directors, to the extent not inconsistent with (i); (iii) a duly
         executed agreement approved or authorized by the Board of Directors
         concerning such a transfer, to the extent not inconsistent with (i),
         (ii) or (iii). The Plan shall not accept a direct or indirect transfer
         of assets which would make the Plan subject to Sections 401(a)(11) and
         417 of the Code with respect to any Participant.


                                   ARTICLE XIV
                             PARTICIPATING EMPLOYERS


14.1.    ADOPTION BY OTHER CORPORATIONS. With the consent of the Company, any
         Affiliate may adopt this Plan and all of the provisions hereof as to
         all or any category of its associates, as a participating employer, by
         a properly executed document evidencing the intent and will of the
         board of directors of the other corporation.

14.2.    REQUIREMENTS OF PARTICIPATING EMPLOYERS. Each participating employer
         shall be required to use the same Trustee and Trust Agreement as
         provided in this Plan, and the Trustee shall commingle, hold and invest
         as the Trust Fund all contributions made by participating employers, as
         well as all increments thereof.

                                       50
<PAGE>   34

14.3.    DESIGNATION OF AGENT. With respect to all relations with the Trustee
         and Administrative Committee, each participating employer shall be
         deemed to have irrevocably designated the Company as its agent.

14.4.    DISCONTINUANCE OF PARTICIPATION. Any participating employer may
         discontinue or revoke its participating in the Plan. At the time of any
         such discontinuance or revocation, satisfactory evidence thereof and of
         any applicable conditions imposed shall be delivered to the Trustee.
         The Trustee shall retain assets for the Associates of the discontinued
         employer under the Plan.

14.5.    ADMINISTRATIVE COMMITTEE'S AUTHORITY. The Administrative Committee
         shall have authority to make any and all necessary rules or
         regulations, binding upon all participating employers and all
         Participants, to effectuate the purposes of the Plan.

                                   ARTICLE XV
                            MISCELLANEOUS PROVISIONS

15.1.    NONALIENATION OF BENEFITS.

         (a)      None of the payments, benefits, or rights of any Participant
                  or Beneficiary shall be subject to any claim of any creditor,
                  and, in particular, to the fullest extent permitted by law,
                  all such payments, benefits, and rights shall be free from
                  attachment, garnishment, trustee's process, or any other legal
                  or equitable process available to any creditor of such
                  Participant or Beneficiary, and no Participant or Beneficiary
                  shall have the right to alienate, anticipate, commute, pledge,
                  encumber, or assign any of the benefits or payments which he
                  or she may expect to receive, contingently or otherwise, under
                  this Plan, except the right to designate a Beneficiary or
                  Beneficiaries as hereinbefore provided.

         (b)      The foregoing shall not prohibit distributions under a
                  "qualified domestic relations order" as defined in Section
                  414(p) of the Code. The Plan Administrator shall establish a
                  written procedure to determine the qualified status of
                  domestic relations orders and to administer distributions
                  under such qualified orders and in accordance with Section
                  414(p) of the Code. A former spouse of a Participant shall be
                  treated as his or her spouse under the Plan only to the extent
                  specified under a qualified domestic relations order.

         (c)      The Trustee may make a lump sum distribution to an alternative
                  payee pursuant to a qualified domestic relations order as soon
                  as administratively practicable following the earlier of the
                  date a Participant attains age 50, or the date a Participant
                  terminates employment. In addition, this Plan specifically
                  authorizes distributions to an alternate payee under a
                  qualified domestic relations order regardless of whether the
                  Participant has attained the earliest retirement age (as
                  defined in the preceding sentence and in Section 414(p) of the
                  Code) only if: (i) the order specifies distribution at the
                  earlier date or permits an agreement between the Plan and the
                  alternate payee authorizing an earlier distribution; and (ii)
                  the alternate payee consents to a distribution prior to the
                  Participant's earliest retirement age if the present value of
                  the alternate payee's benefits under the Plan exceeds $5,000.

15.2.    NO CONTRACT OF EMPLOYMENT. Neither the establishment of the Plan, nor
         any modification thereof, nor the creation of any fund, trust or
         Account, nor the payment of any benefits, shall give any Participant,
         Associate, or other person whomsoever the right to be retained in the
         service of the Company and all Participants and other employees shall
         remain subject to discharge to the same extent as if the Plan had never
         been adopted.

15.3.    SEVERABILITY. If any provision of this Plan shall be held invalid or
         unenforceable, such invalidity or unenforceability shall not affect any
         other provision hereof, and this Plan shall be construed and enforced
         as if such invalid or unenforceable provision had not been included.

                                       51
<PAGE>   35

15.4.    SUCCESSORS. This Plan shall be binding upon the heirs, executors,
         administrators, personal representatives, successors, and assigns of
         the parties, including each Participant and Beneficiary, present and
         future.

15.5.    CAPTIONS. The headings and captions herein are provided for convenience
         only, shall not be considered a part of the Plan, and shall not be
         employed in the construction of the Plan.

15.6.    GENDER AND NUMBER. Except where otherwise clearly indicated by context,
         the masculine gender shall include the feminine gender, the singular
         shall include the plural, and vice versa.

15.7.    CONTROLLING LAW. This Plan shall be construed and enforced according to
         the laws of the State of Ohio to the extent not preempted by federal
         law, which shall otherwise control.

15.8.    TITLE TO ASSETS. No Participant or Beneficiary shall have any right to,
         or interest in, any assets of the Trust Fund, upon termination of his
         or her employment or otherwise, except to the extent of the benefits
         payable under the Plan to such Participant out of the assets of the
         Trust Fund. All payments of benefits under the Plan shall be made from
         the assets of the Trust Fund, and neither the Company nor any other
         person shall be liable therefor in any manner.

15.9.    PAYMENTS TO MINORS, ETC. Any benefit payable to or for the benefit of a
         minor, an incompetent person or other person incapable of receipting
         therefor shall be deemed when paid to such person's guardian, to a
         trustee holding assets for such person or to the party providing, or
         reasonably appearing to provide, for the care of such person, and such
         payment shall fully discharge the Trustee, the Administrative
         Committee, the Company and all other parties with respect thereto.

15.10.   RISK TO PARTICIPANTS. Each Participant assumes all risks associated
         with any decrease in the value of any securities in the Trust Fund and
         agrees that the Trust Fund shall be the sole source of payments under
         the Plan and no Affiliates or members of the Administrative Committee
         shall be responsible of for the payment of any benefits under the Plan.

15.11.   ENTIRE AGREEMENT; SUCCESSORS. This Plan, including any election
         agreements and any amendments thereto, shall constitute the entire
         agreement between the Company and the Participant. No oral statement
         regarding the Plan may be relied upon by the Participant. This Plan and
         any amendment shall be binding on the parties thereto and their
         respective here is, administrators, trustees, successors and assigns,
         and on all Beneficiaries. By becoming a Participant, each Associate
         shall be conclusively deemed to have assented to the provisions of the
         Plan and the Trust Agreement and to any amendments thereto.

15.12.   ELECTRONIC AND TELEPHONIC ELECTIONS. Notwithstanding any provision in
         this Plan to the contrary, salary reduction agreements and
         cancellations or amendments thereto, investment elections, changes or
         transfers, loans, withdrawals decisions, and any other decision or
         election by a Participant (or Beneficiary) under this Plan may be
         accomplished by electronic or telephonic means which are not otherwise
         prohibited by law and which are in accordance with procedures and/or
         systems approved or arranged by the Administrative Committee or its
         delegates.

                                       52
<PAGE>   36



                                      * * *

IN WITNESS WHEREOF, the Company has caused the First Amended and Restated
Savings and Retirement Plan to be executed by its duly authorized officer this
10th day of May, 2000.


                                  TOO, INC.

                                  By:__________________________________

                                  Name:________________________________

                                  Title:_______________________________



                                       53
</TEXT>
</DOCUMENT>
