TOO INC, 8-K, 1999-10-01

TOO INC
8-K, 1999-10-01
WOMEN'S, MISSES', AND JUNIORS OUTERWEAR

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

AUGUST 23, 1999
Date of Report (Date of earliest event reported)

TOO, INC.
(Exact name of registrant as specified in its charter)

------------------------

DELAWARE 1-14987 31-1333930
(State of other jurisdiction (Commission (IRS employer
of incorporation) file no.) identification no.)

3885 MORSE ROAD 43219
COLUMBUS, OH (Zip code)
(Address of principal executive offices)

(614) 479-3500
(Registrant's telephone number,
including area code)

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ITEM 5. OTHER EVENTS.

On August 23, 1999, Too, Inc. (formerly named "Limited Too, Inc.") and
The Limited, Inc. ("The Limited") jointly announced the completion of the
spin-off of 100% of the common stock of Too, Inc. to shareholders of record of
the common stock of The Limited as of August 11, 1999, the record date for the
spin-off.

The spin-off was effected through a distribution of one share of Too,
Inc.'s common stock for every seven shares of The Limited's common stock held at
the close of business on August 11, 1999, the record date for the spin-off.

The press release-issued on August 23, 1999 is attached as Exhibit 99.1
to this document and incorporated into this document by reference. The press
release announced the completion of the spin-off.

Page 2 of 4

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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

EXHIBIT
NO. DESCRIPTION
------- -----------
2.1 Distribution Agreement dated as of August 23, 1999
between The Limited, Inc. and Too, Inc.

3.1 Amended and Restated Certificate of Incorporation of
Too, Inc.

3.2 Amended and restated Bylaws of Too, Inc.

4.1 Specimen certificate of common stock of Too, Inc.

10.2 Store Leases Agreement dated as of August 23, 1999 by
and among The Limited Stores, Inc., Victoria's Secret
Stores, Inc., Lerner New York, Inc., Express, LLC,
Structure, Inc., The Limited, Inc. and Too, Inc.

10.3 Trademark and Service Mark Licensing Agreement dated as
of August 23, 1999 between Limco, Inc. and LimToo, Inc.

10.4 Services Agreement dated as of August 23, 1999 by and
between Too, Inc. and The Limited, Inc.

10.5 Tax Separation Agreement dated as of August 23, 1999
between The Limited, Inc., on behalf of itself and the
members of The Limited Group, and Too, Inc., on behalf
of itself and the members of the Too Group

10.7 Amendment to Building Lease Agreement between
Distribution Land Corp. and Too, Inc., amending the
Building Lease Agreement dated July 1, 1995 between
Distribution Land Corp. and Limited Too, Inc. (the
predecessor company to Too, Inc.)

10.8 Too, Inc. 1999 Incentive Compensation Performance Plan

10.9 Too, Inc. 1999 Stock Option and Performance Incentive
Plan

10.10 Too, Inc. 1999 Stock Plan for Non-Associate Directors

10.11 Employment Agreement with Michael W. Rayden dated August
24, 1999

99.1 Press release dated August 23, 1999

Page 3 of 4

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

TOO, INC.

By: /s/ Kent A. Kleeberger
---------------------------------------
Name: Kent A. Kleeberger

Title: Vice President, Chief Financial
Officer and Secretary

Dated: October 1, 1999

Page 4 of 4

<PAGE> 5

EXHIBITS

EXHIBIT
NO. DESCRIPTION
------- -----------

2.1 Distribution Agreement dated as of August 23, 1999
between The Limited, Inc. and Too, Inc.

3.1 Amended and Restated Certificate of Incorporation of
Too, Inc.

3.2 Amended and restated Bylaws of Too, Inc.

4.1 Specimen certificate of common stock of Too, Inc.

10.3 Trademark and Service Mark Licensing Agreement dated as
of August 23, 1999 between Limco, Inc. and LimToo, Inc.

10.4 Services Agreement dated as of August 23, 1999 by and
between Too, Inc. and The Limited, Inc.

10.8 Too, Inc. 1999 Incentive Compensation Performance Plan

10.9 Too, Inc. 1999 Stock Option and Performance Incentive
Plan

10.10 Too, Inc. 1999 Stock Plan for Non-Associate Directors

10.11 Employment Agreement with Michael W. Rayden dated August
24, 1999

99.1 Press release dated August 23, 1999

<PAGE> 1
Exhibit 2.1

DISTRIBUTION AGREEMENT

between

The Limited, Inc.,

and

Too, Inc.

---------------------------

DATED AS OF AUGUST 23, 1999

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TABLE OF CONTENTS

PAGE
<S> <C>
ARTICLE 1DEFINITIONS............................................................................4
SECTION 1.1. Definitions.......................................................................4
ARTICLE 2CONTRIBUTIONS TO TOO, INC..............................................................8
SECTION 2.1. Contribution of Contributed Subsidiaries..........................................8
SECTION 2.2. Transfers of Certain Assets; Assumption of Certain Liabilities....................8
SECTION 2.3. Agreement Relating To Consents Necessary To Transfer Assets......................10
ARTICLE 3THE DISTRIBUTION......................................................................10
SECTION 3.1. Cooperation Prior to the Distribution............................................10
SECTION 3.2. The Limited Board Action; Conditions Precedent to the Distribution...............11
SECTION 3.3. The Distribution.................................................................12
SECTION 3.4. Subdivision of Too, Inc. Common Stock to Accomplish the Distribution.............12
SECTION 3.5. Fractional Shares................................................................12
ARTICLE 4INDEMNIFICATION.......................................................................13
SECTION 4.1. Too, Inc. Indemnification of The Limited Group...................................13
SECTION 4.2. The Limited Indemnification of Too, Inc. Group...................................13
SECTION 4.3. Insurance; Third Party Obligations; Tax Benefits.................................14
SECTION 4.4. Notice and Payment of Claims.....................................................14
SECTION 4.5. Notice and Defense of Third-Party Claims.........................................15
SECTION 4.6. Contribution.....................................................................16
SECTION 4.7. Non-Exclusivity of Remedies......................................................16
ARTICLE 5EMPLOYEE MATTERS......................................................................16
SECTION 5.1. Employee Matters Generally.......................................................16
SECTION 5.2. Restriction on Solicitation or Employment of Employees...........................17
ARTICLE 6ACCESS TO INFORMATION.................................................................17
SECTION 6.1. Provision of Corporate Records...................................................17
SECTION 6.2. Access to Information............................................................17
SECTION 6.3. Litigation Cooperation...........................................................18
SECTION 6.4. Reimbursement....................................................................18
SECTION 6.5. Retention of Records.............................................................18
SECTION 6.6. Confidentiality..................................................................18
SECTION 6.7. Inapplicability of Article 6 to Tax Matters......................................19
ARTICLE 7CERTAIN OTHER AGREEMENTS..............................................................19
SECTION 7.1. Intercompany Accounts............................................................19
SECTION 7.2. Certain Rights Upon a Third Party Obtaining Above a Specified Ownership
Level of Too, Inc. Common Stock.......................................................19
SECTION 7.3. Further Assurances and Consents..................................................20
ARTICLE 8MISCELLANEOUS.........................................................................20

</TABLE>

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<S> <C>
SECTION 8.1. Notices..........................................................................20
SECTION 8.2. Amendments; No Waivers...........................................................21
SECTION 8.3. Expenses.........................................................................21
SECTION 8.4. Successor and Assigns............................................................22
SECTION 8.5. Governing Law....................................................................22
SECTION 8.6. Counterparts; Effectiveness......................................................22
SECTION 8.7. Entire Agreement.................................................................22
SECTION 8.8. Tax Separation Agreement; Set-Off; Payment of After-Tax Amounts..................22
SECTION 8.9. Jurisdiction.....................................................................23
SECTION 8.10. Existing Arrangements............................................................23
SECTION 8.11. Termination Prior to the Distribution............................................24
SECTION 8.12. Termination After the Distribution...............................................24
SECTION 8.13. Captions.........................................................................24

</TABLE>

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PAGE
----

Schedule 2.01 -- Contributed Subsidiaries
Schedule 5.01 -- Employee Matters
Schedule 7.01 -- Intercompany Accounts

iii
<PAGE> 5

DISTRIBUTION AGREEMENT

DISTRIBUTION AGREEMENT dated as of August 23, 1999 (the "AGREEMENT")
between The Limited, Inc., a Delaware corporation ("THE LIMITED"), and Too,
Inc., a Delaware corporation ("TOO, INC.").

W I T N E S S E T H:

HEREAS, Too, Inc. is presently a wholly owned subsidiary of The
Limited;

WHEREAS, the Board of Directors of The Limited has determined that it
is in the best interest of The Limited, its shareholders and Too, Inc. that all
shares of Too, Inc. Common Stock owned by The Limited be distributed pro rata to
The Limited's shareholders;

WHEREAS, The Limited and Too, Inc. are concurrently herewith entering
into the Tax Separation Agreement; and

WHEREAS, the parties hereto desire to set forth herein the principal
corporate transactions to be effected in connection with the Distribution (as
defined below) and certain other matters relating to the relationship and the
respective rights and obligations of the parties following the Distribution.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

SECTION 1.1. Definitions. The following terms, as used herein, have the
following meanings:

"ACTION" means any claim, suit, action, arbitration, inquiry,
investigation or other proceeding by or before any court, governmental or other
regulatory or administrative agency or commission or any other tribunal.

<PAGE> 6

management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise; and the terms "CONTROLLING" and
"CONTROLLED" have meanings correlative to the foregoing.

"ANCILLARY AGREEMENT" means each of the Tax Separation Agreement, the
Services Agreement, the Store Leases Agreement, the Building Lease Amendment and
the Trademark and Service Mark Licensing Agreement.

"BUILDING LEASE AMENDMENT" means the Amendment, dated as of the date
hereof, to the Building Lease Agreement dated as of July 1, 1995 between
Distribution Land Corp. and Too, Inc.

"COMMISSION" means the Securities and Exchange Commission.

"DISTRIBUTION" means a distribution by The Limited on the Distribution
Date of all Too, Inc. Common Stock owned by it to the holders of The Limited
Common Stock as of the Record Date.

"DISTRIBUTION AGENT" means EquiServe, First Chicago Division.

"DISTRIBUTION DATE" means the day as of which the Distribution shall be
effected.

"DISTRIBUTION DOCUMENTS" means all of the agreements and other
documents entered into in connection with the Distribution as contemplated
hereby, including, without limitation, this Agreement and the other Ancillary
Agreements.

"ENVIRONMENTAL LAWS" means any and all federal, state, local and
foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, codes, plans, permits, licenses and governmental
restrictions, whether now or hereafter in effect, relating to the environment,
the effect of the environment on human health or to emissions, discharges,
releases, manufacturing, storage, processing, distribution, use, treatment,
disposal, transportation or handling of pollutants, contaminants, petroleum or
petroleum products, chemicals or industrial, toxic, radioactive or hazardous
substances or wastes or the clean-up or other remediation thereof.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

"FINALLY DETERMINED" means, with respect to any Action or other matter,
that the outcome or resolution of such Action or matter has been judicially
determined by judgment or order not subject to further appeal or discretionary
review.

<PAGE> 7

"FORM 10" means the registration statement on Form 10 filed by Too,
Inc. with the Commission on May 4, 1999 to effect the registration of Too, Inc.
Common Stock pursuant to the Exchange Act in connection with the Distribution,
as such registration statement may be amended from time to time.

"GROUP" means, as the context requires, the Too, Inc. Group or The
Limited Group.

"INDEMNIFIED PARTY" has the meaning set forth in Section 4.04.

"INDEMNIFYING PARTY" has the meaning set forth in Section 4.04.

"INFORMATION STATEMENT" means the information statement to be sent to
each holder of The Limited Common Stock in connection with the Distribution.

"IRS" means the Internal Revenue Service.

"LIABILITIES" means any and all claims, debts, liabilities and
obligations, absolute or contingent, matured or not matured, liquidated or
unliquidated, accrued or unaccrued, known or unknown, whenever arising,
including all costs and expenses relating thereto, and including, without
limitation, those debts, liabilities and obligations arising under this
Agreement, any law, rule, regulation, any action, order, injunction or consent
decree of any governmental agency or entity, or any award of any arbitrator of
any kind, and those arising under any agreement, commitment or undertaking.

"LIMITED TOO COMMON STOCK" means the common stock, par value $1.00 per
share, of Too, Inc. prior to giving effect to the filing of the Restated Too,
Inc. Charter.

"LOSSES" means, with respect to any Person, any and all damage, loss,
liability and expense incurred or suffered by such Person (including, without
limitation, reasonable expenses of investigation and reasonable attorneys' fees
and expenses in connection with any and all Actions or threatened Actions).

"PERSON" means an individual, corporation, limited liability company,
partnership, association, trust or other entity or organization, including a
governmental or political subdivision or an agency or instrumentality thereof.

"RECORD DATE" means the date determined by The Limited's Board of
Directors (or determined by a committee of such Board of Directors pursuant to
authority delegated to such committee by The Limited's Board of Directors) as
the record date for determining the holders of The Limited Common Stock entitled
to receive the Distribution.

<PAGE> 8

"RESTATED TOO, INC. CHARTER" has the meaning set forth in Section 3.02.

"SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

"SERVICES AGREEMENT" means the Services Agreement dated as of the date
hereof between The Limited and Too, Inc.

"STORE LEASES AGREEMENT" means the Store Leases Agreement dated as of
the date hereof between The Limited Stores, Inc. and Too, Inc.

"SUBSIDIARY" means, with respect to any Person, any other entity of
which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions are at the time directly or indirectly owned by such Person.

"TAX" means Tax as such term is defined in the Tax Separation
Agreement.

"TAX SEPARATION AGREEMENT" means the Tax Separation Agreement dated as
of the date hereof between The Limited and Too, Inc.

"THE LIMITED COMMON STOCK" means the common stock, par value $.50 per
share, of The Limited.

"THE LIMITED GROUP" means The Limited and its Subsidiaries (other than
any Subsidiary or member of, or other entity in, the Too, Inc. Group).

"THE LIMITED LIABILITIES" means all (i) Liabilities of The Limited
Group under this Agreement and (ii) except as otherwise specifically provided
herein or in any Ancillary Agreements, other Liabilities, whether arising
before, on or after the Distribution Date, of or relating to The Limited Group
or arising from or in connection with the conduct of the businesses of The
Limited Group (other than the Too, Inc. Business) or the ownership or use of
assets in connection therewith, including without limitation any Liabilities
arising under or relating to Environmental Laws. Notwithstanding the foregoing,
"THE LIMITED LIABILITIES" shall exclude (x) any Liabilities for Taxes (since
such Liabilities shall be governed by the Tax Separation Agreement) and (y) any
Liabilities specifically retained or assumed by Too, Inc. pursuant to this
Agreement.

"THIRD-PARTY CLAIM" has the meaning set forth in Section 4.05.

"TOO, INC. BUSINESS" means the business of Too, Inc. and its
Subsidiaries as at the date hereof, including the manufacture, packaging,
advertising,

<PAGE> 9

promotion and sale of apparel, accessories, lifestyle and personal care products
for girls approximately 7 to 14 years of age.

"TOO, INC. COMMON STOCK" means the common stock, par value $.01 per
share, of Too, Inc. after giving effect to the filing of the Restated Too, Inc.
Charter.

"TOO, INC. GROUP" means Too, Inc. and its Subsidiaries as of and after
the Distribution Date (including all predecessors to such Persons).

"TOO, INC. LIABILITIES" means all (i) Liabilities of the Too, Inc.
Group under this Agreement, (ii) except as otherwise specifically provided
herein or in any Ancillary Agreement, other Liabilities, whether arising before,
on or after the Distribution Date, of or relating to the Too, Inc. Group or
arising from or in connection with the conduct of the Too, Inc. Business or the
ownership or use of assets in connection therewith, including without limitation
any Liabilities arising under or relating to Environmental Laws, and (iii)
Liabilities of the Too, Inc. Group set forth in Schedule 5.01 hereto.
Notwithstanding the foregoing, "TOO, INC. LIABILITIES" shall exclude: (x) any
Liabilities for Taxes (since such Liabilities shall be governed by the Tax
Separation Agreement) and (y) any Liabilities specifically retained or assumed
by The Limited pursuant to this Agreement.

"TRADEMARK AND SERVICE MARK LICENSING AGREEMENT" means the Trademark
and Service Mark Licensing Agreement dated as of the date hereof between The
Limited and Too, Inc.

ARTICLE 2

CONTRIBUTIONS TO TOO, INC.

SECTION 2.1. Contribution of Contributed Subsidiaries. Effective prior
to or as of the Distribution Date, The Limited shall contribute or transfer to
Too, Inc. or to one or more wholly owned Subsidiaries of Too, Inc. all the
outstanding shares of capital stock of, or other ownership interests in, each of
the subsidiaries set forth in Schedule 2.01 hereto.

SECTION 2.2. Transfers of Certain Assets; Assumption of Certain
Liabilities. (a) Effective prior to or as of the Distribution Date or as soon as
practicable after the Distribution Date, subject to receipt of any necessary
consents or approvals of third parties or of governmental or regulatory agencies
or authorities and subject to Section 7.03, (i) The Limited shall, or shall
cause the relevant member of The Limited Group to, assign, contribute, convey,
transfer

<PAGE> 10

and deliver ("TRANSFER") to Too, Inc. or to one or more of Too, Inc.'s wholly
owned Subsidiaries all of the right, title and interest of The Limited or such
member of The Limited Group in and to all assets held by any member of The
Limited Group that relate solely to the Too, Inc. Business (and not to the
businesses of The Limited Group) and Too, Inc. shall assume and take transfer of
all liabilities associated with such assets, and (ii) Too, Inc. shall, or shall
cause the relevant member of the Too, Inc. Group to, Transfer to The Limited or
to one or more members of The Limited Group all of the right, title and interest
of Too, Inc. or such member of the Too, Inc. Group in and to all assets held by
any member of the Too, Inc. Group that relate solely to the businesses of The
Limited Group (and not to the Too, Inc. Business) and The Limited shall assume
and take transfer of all liabilities associated with such assets.

(b) Without limiting the generality of Section 2.02(a), Too, Inc.
agrees that any rights, claims and refunds that relate to any period ending on
or before the Distribution Date and related to the real estate currently leased
or subleased or previously leased or subleased by any member of The Limited
Group or the Too, Inc. Group are assets relating solely to The Limited Business
and Too, Inc. shall have no rights or claims in respect thereof, and The Limited
or any member of The Limited Group shall have exclusive authority to negotiate
and prosecute such rights, claims and refunds.

(c) Effective as of the time of Transfer of any asset by The Limited
Group to the Too, Inc. Group pursuant to Section 2.02(a), the Too, Inc. Group
shall assume all Tax liabilities attributable to such asset and the businesses
related thereto (to the extent attributable to the Too, Inc. Business) in
respect of all periods prior to such time.

(d) Without limiting the generality of Section 2.02(a), Too, Inc.
shall assume its ratable share of any judgment or settlement ultimately reached
in respect of any claims asserted against Too, Inc. or any member of the Too,
Inc. Group, whether arising prior to or after the Distribution Date, including
without limitation any claims for which The Limited or any member of The Limited
Group may be found jointly and severally liable with Too, Inc. or any member of
the Too, Inc. Group. For purposes hereof, Too, Inc.'s ratable share of any
judgment or settlement shall be deemed to be the portion of any judgment or
settlement for which Too, Inc. and any member of the Too, Inc. Group are
determined to be liable by a court of competent jurisdiction or if no such
apportionment is made, Too, Inc.'s ratable share shall be (unless otherwise
agreed to between Too, Inc. and The Limited) the Too, Inc. Group's proportionate
share of Too, Inc. Group's and The Limited Group's combined sales (as measured
by revenue) of the products or services to which the judgment or settlement
relates during the period to which such judgment or settlement relates.

<PAGE> 11

SECTION 2.3. Agreement Relating To Consents Necessary To Transfer
Assets. Notwithstanding anything in this Agreement to the contrary, this
Agreement shall not constitute an agreement to transfer or assign any asset or
any claim or right or any benefit arising thereunder or resulting therefrom if
an attempted assignment thereof, without the necessary consent of a third party,
would constitute a breach or other contravention thereof or in any way adversely
affect the rights of Too, Inc. or The Limited thereunder. Too, Inc. and The
Limited will, subject to Section 7.03, use their reasonable efforts to obtain
the consent of any third party or any governmental or regulatory agency or
authority, if any, required in connection with the transfer or assignment
pursuant to Section 2.02 of any such asset or any claim or right or any benefit
arising thereunder. If such required consent is not obtained, or if an attempted
assignment thereof would be ineffective or would adversely affect the rights of
the transferor thereunder so that the intended transferee would not in fact
receive all such rights, Too, Inc. and The Limited will cooperate in a mutually
agreeable arrangement under which the intended transferee would obtain the
benefits and assume the obligations thereunder in accordance with this
Agreement, including sub-contracting, sub-licensing or sub-leasing to such
transferee, or under which the transferor would enforce for the benefit of the
transferee, with the transferee assuming the transferor's obligations, any and
all rights of the transferor against a third party thereto.

ARTICLE 3

THE DISTRIBUTION

SECTION 3.1. Cooperation Prior to the Distribution. (a) The Limited and
Too, Inc. shall prepare, and Too, Inc. shall file with the Commission, the Form
10, which shall include or incorporate by reference the Information Statement
which shall set forth appropriate disclosure concerning Too, Inc. and the
Distribution. The Limited and Too, Inc. shall use reasonable efforts to cause
the Form 10 to become effective under the Exchange Act as soon as practicable.
After the Form 10 has become effective, The Limited shall mail the Information
Statement to the holders of The Limited Common Stock as of the Record Date.

(b) The Limited and Too, Inc. shall cooperate in preparing, filing
with the Commission and causing to become effective any registration statements
or amendments thereto that are appropriate to reflect the establishment of or
amendments to any employee benefit and other plans contemplated by this
Agreement.

<PAGE> 12

(c) The Limited and Too, Inc. shall take all such action as may be
necessary or appropriate under the securities or blue sky laws of states or
other political subdivisions of the United States in connection with the
transactions contemplated by this Agreement.

(d) Too, Inc. shall prepare, file and pursue an application to permit
listing of the Too, Inc. Common Stock on the New York Stock Exchange ("NYSE").

SECTION 3.2. The Limited Board Action; Conditions Precedent to the
Distribution. The Limited's Board of Directors shall, in its discretion,
establish (or delegate authority to establish) the Record Date and the
Distribution Date and any appropriate procedures in connection with the
Distribution. In no event shall the Distribution occur unless the following
conditions shall have been waived by The Limited or shall have been satisfied:

(i) the Form 10 shall have become effective under the Exchange
Act;

(ii) the Too, Inc. Common Stock to be delivered in the
Distribution shall have been approved for listing on the NYSE, subject
to official notice of issuance;

(iii) the Board of Directors of The Limited shall be satisfied
that the Distribution will be made out of surplus within the meaning of
Section 170 of the General Corporation Law of the State of Delaware;

(iv) The Limited's Board of Directors shall have approved the
Distribution and shall not have abandoned, deferred or modified the
Distribution at any time prior to the Record Date;

(v) the contributions referred to in Section 2.01 of this
Agreement shall have been effected;

(vi) Too, Inc.'s Board of Directors, as named in the
Information Statement, shall have been elected by The Limited, as sole
stockholder of Too, Inc., and Too, Inc.'s certificate of incorporation
(the "RESTATED TOO, INC. CHARTER") and bylaws, in substantially the
forms attached as Exhibits A and B, respectively, hereto shall be in
effect;

(vii) each of the Ancillary Agreements shall have been duly
executed and delivered by the parties thereto;

<PAGE> 13

(viii) The Limited shall have received an opinion of Davis Polk &
Wardwell as to the tax-free nature of the Distribution; and

(ix) a credit facility shall have been made available to Too,
Inc. by its lenders on terms and in an amount satisfactory to The
Limited and Too, Inc.

SECTION 3.3. The Distribution. Subject to the terms and conditions set
forth in this Agreement, (i) prior to the Distribution Date, The Limited shall
deliver to the Distribution Agent for the benefit of holders of record of The
Limited Common Stock on the Record Date, a stock certificate or certificates,
endorsed by The Limited in blank, representing all of the then outstanding
shares of Too, Inc. Common Stock owned by The Limited, (ii) the Distribution
shall be effective on the Distribution Date and (iii) The Limited shall instruct
the Distribution Agent to distribute, on or as soon as practicable after the
Distribution Date, to each holder of record of The Limited Common Stock as of
the Record Date one-seventh of one share of Too, Inc. Common Stock for each one
share of The Limited Common Stock so held. Too, Inc. agrees to provide all
certificates for shares of Too, Inc. Common Stock that The Limited shall require
(after giving effect to Section 3.04) in order to effect the Distribution.

SECTION 3.4. Subdivision of Too, Inc. Common Stock to Accomplish the
Distribution. Effective upon the filing of the Restated Too, Inc. Charter with
the Secretary of State of the State of Delaware, each share of Limited Too
Common Stock then issued and outstanding shall, without any action on the part
of the holder thereof, be subdivided and converted into that number of fully
paid and non-assessable shares of Too, Inc. Common Stock issued and outstanding
equal to the number of shares of The Limited Common Stock outstanding on the
Record Date (excluding shares of restricted stock held by The Limited employees
expected to remain The Limited employees after the Distribution) times
one-seventh divided by the number of shares of Limited Too Common Stock
outstanding immediately prior to such filing.

SECTION 3.5. Fractional Shares. No certificates representing fractional
shares of Too, Inc. Common Stock will be distributed in the Distribution. The
Distribution Agent will be directed to determine the number of whole shares and
fractional shares of Too, Inc. Common Stock allocable to each holder of The
Limited Common Stock as of the Record Date. Upon the determination by the
Distribution Agent of such number of fractional shares, as soon as practicable
after the Distribution Date, the Distribution Agent, acting on behalf of the
holders thereof, shall sell such fractional shares for cash on the open market
and shall disburse to each holder entitled thereto the appropriate portion of
the resulting cash proceeds (calculated by multiplying the average gross selling
price per share times the number of fractional shares allocable to such holder).
The Limited shall

<PAGE> 14

bear the cost of all commissions incurred in connection with the sale of
fractional shares pursuant to this Section 3.05.

ARTICLE 4

INDEMNIFICATION

SECTION 4.1. Too, Inc. Indemnification of The Limited Group. (a)
Subject to Section 4.03, on and after the Distribution Date, Too, Inc. shall
indemnify, defend and hold harmless The Limited Group and the respective
directors, officers and Affiliates of each Person in The Limited Group (the
"THE LIMITED INDEMNITEES") from and against any and all Losses incurred or
suffered by any of The Limited Indemnitees arising out of, or due to the
failure of any Person in the Too, Inc. Group to pay, perform or otherwise
discharge, any of the Too, Inc. Liabilities.

(b) Subject to Section 4.03, Too, Inc. shall indemnify, defend and
hold harmless each of The Limited Indemnitees and each Person, if any, who
controls any The Limited Indemnitee within the meaning of either Section 15 of
the Securities Act or Section 20 of the Exchange Act from and against any and
all Losses caused by any untrue statement or alleged untrue statement of a
material fact contained in the Form 10 or any amendment thereof or the
Information Statement (as amended or supplemented if Too, Inc. shall have
furnished any amendments or supplements thereto), or caused by any omission or
alleged omission to state therein a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, except insofar as such Losses are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information furnished to Too, Inc. in writing by The Limited expressly for use
therein.

SECTION 4.2. The Limited Indemnification of Too, Inc. Group. (a)
Subject to Section 4.03, on and after the Distribution Date, The Limited shall
indemnify, defend and hold harmless the Too, Inc. Group and the respective
directors, officers and Affiliates of each Person in the Too, Inc. Group (the
"TOO, INC. INDEMNITEES") from and against any and all Losses incurred or
suffered by any of the Too, Inc. Indemnitees and arising out of, or due to the
failure of any Person in The Limited Group to pay, perform or otherwise
discharge, any of The Limited Liabilities.

(b) Subject to Section 4.03, The Limited shall indemnify, defend and
hold harmless each of the Too, Inc. Indemnitees and each Person, if any, who
controls any Too, Inc. Indemnitee within the meaning of either Section 15 of the

<PAGE> 15

Securities Act or Section 20 of the Exchange Act from and against any and all
Losses caused by any untrue statement or alleged untrue statement of a material
fact contained in the Form 10 or any amendment thereof or the Information
Statement (as amended or supplemented if Too, Inc. shall have furnished any
amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, in each case to the extent, but only to the extent, that such Losses
are caused by any such untrue statement or omission or alleged untrue statement
or omission based upon information furnished to Too, Inc. in writing by The
Limited expressly for use therein.

SECTION 4.3. Insurance; Third Party Obligations; Tax Benefits. Any
indemnification pursuant to Sections 4.01 or 4.02 shall be paid net of the
amount of any insurance or other amounts that would be payable by any third
party to the Indemnified Party (as defined below) in the absence of this
Agreement (irrespective of time of receipt of such insurance or other amounts)
and net of any tax benefit to the Indemnified Party attributable to the relevant
payment or Liability. Such indemnification shall be increased to reflect any tax
liability of the indemnified party so that the indemnified party receives 100%
of the after-tax amount of any payment or liability. It is expressly agreed that
no insurer or any other third party shall be (i) entitled to a benefit it would
not be entitled to receive in the absence of the foregoing indemnification
provisions, (ii) relieved of the responsibility to pay any claims to which it is
obligated or (iii) entitled to any subrogation rights with respect to any
obligation hereunder.

SECTION 4.4. Notice and Payment of Claims. If any The Limited
Indemnitee or Too, Inc. Indemnitee (the "INDEMNIFIED PARTY") determines that it
is or may be entitled to indemnification by any party (the "INDEMNIFYING PARTY")
under Article 4 (other than in connection with any Action subject to Section
4.05), the Indemnified Party shall deliver to the Indemnifying Party a written
notice specifying, to the extent reasonably practicable, the basis for its claim
for indemnification and the amount for which the Indemnified Party reasonably
believes it is entitled to be indemnified. Within 30 days after receipt of such
notice, the Indemnifying Party shall pay the Indemnified Party such amount in
cash or other immediately available funds unless the Indemnifying Party objects
to the claim for indemnification or the amount thereof. If the Indemnifying
Party does not give the Indemnified Party written notice objecting to such
indemnity claim and setting forth the grounds therefor within such 30-day
period, the Indemnifying Party shall be deemed to have acknowledged its
liability for such claim and the Indemnified Party may exercise any and all of
its rights under applicable law to collect such amount. In the event of such a
timely objection by the Indemnifying Party, the amount, if any, that is Finally
Determined to be required to be paid by the Indemnifying Party in respect of
such indemnity claim

<PAGE> 16

shall be paid by the Indemnifying Party to the Indemnified Party in cash within
15 days after such indemnity claim has been so Finally Determined.

SECTION 4.5. Notice and Defense of Third-Party Claims. Promptly
following the earlier of (i) receipt of notice of the commencement by a third
party of any Action against or otherwise involving any Indemnified Party or (ii)
receipt of information from a third party alleging the existence of a claim
against an Indemnified Party, in either case, with respect to which
indemnification may be sought pursuant to this Agreement (a "THIRD-PARTY
CLAIM"), the Indemnified Party shall give the Indemnifying Party written notice
thereof. The failure of the Indemnified Party to give notice as provided in this
Section 4.05 shall not relieve the Indemnifying Party of its obligations under
this Agreement, except to the extent that the Indemnifying Party is prejudiced
by such failure to give notice. Within 15 days after receipt of such notice, the
Indemnifying Party may (i) by giving written notice thereof to the Indemnified
Party, acknowledge liability for such indemnification claim and at its option
elect to assume the defense of such Third-Party Claim at its sole cost and
expense or (ii) object to the claim for indemnification set forth in the notice
delivered by the Indemnified Party pursuant to the first sentence of this
Section 4.05; provided that if the Indemnifying Party does not within such
15-day period give the Indemnified Party written notice objecting to such
indemnification claim and setting forth the grounds therefor, the Indemnifying
Party shall be deemed to have acknowledged its liability for such
indemnification claim. If the Indemnifying Party has elected to assume the
defense of a Third-Party Claim, (x) the defense shall be conducted by counsel
retained by the Indemnifying Party and reasonably satisfactory to the
Indemnified Party, provided that the Indemnified Party shall have the right to
participate in such proceedings and to be represented by counsel of its own
choosing at the Indemnified Party's sole cost and expense; and (y) the
Indemnifying Party may settle or compromise the Third Party Claim without the
prior written consent of the Indemnified Party so long as such settlement
includes an unconditional release of the Indemnified Party from all claims that
are the subject of such Third Party Claim, provided that the Indemnifying Party
may not agree to any such settlement pursuant to which any remedy or relief,
other than monetary damages for which the Indemnifying Party shall be
responsible hereunder, shall be applied to or against the Indemnified Party,
without the prior written consent of the Indemnified Party, which consent shall
not be unreasonably withheld. If the Indemnifying Party does not assume the
defense of a Third-Party Claim for which it has acknowledged liability for
indemnification hereunder, the Indemnified Party may require the Indemnifying
Party to reimburse it on a current basis for its reasonable expenses of
investigation, reasonable attorney's fees and reasonable out-of-pocket expenses
incurred in defending against such Third-Party Claim and the Indemnifying Party
shall be bound by the result obtained with respect thereto by the Indemnified
Party; provided that the Indemnifying Party shall not be liable for any
settlement effected without its consent, which consent shall not be

<PAGE> 17

unreasonably withheld. The Indemnifying Party shall pay to the Indemnified Party
in cash the amount, if any, for which the Indemnified Party is entitled to be
indemnified hereunder within 15 days after such Third Party Claim has been
Finally Determined, in the case of an indemnity claim as to which the
Indemnifying Party has acknowledged liability or, in the case of any indemnity
claim as to which the Indemnifying Party has not acknowledged liability, within
15 days after such Indemnifying Party's objection to liability hereunder has
been Finally Determined.

SECTION 4.6. Contribution. If for any reason the indemnification
provided for in Section 4.01 or 4.02 is unavailable to any Indemnified Party, or
insufficient to hold it harmless, then the Indemnifying Party shall contribute
to the amount paid or payable by such Indemnified Party as a result of such
Losses in such proportion as is appropriate to reflect all relevant equitable
considerations.

SECTION 4.7. Non-Exclusivity of Remedies. The remedies provided for in
this Article 4 are not exclusive and shall not limit any rights or remedies
which may otherwise be available to any Indemnified Party at law or in equity.

ARTICLE 5

EMPLOYEE MATTERS

SECTION 5.1. Employee Matters Generally. With respect to employee
matters and employee benefits arrangements, the parties hereto agree as set
forth in Schedule 5.01.

SECTION 5.2. Restriction on Solicitation or Employment of Employees.
For a period of three years following the Distribution Date, each of The Limited
Group and the Too, Inc. Group agrees that (without the prior written consent of
the other) it will not, directly or indirectly, (i) solicit or otherwise attempt
to induce or influence any associate of the other Group to leave employment with
his or her then-current employer or (ii) employ any exempt or salaried associate
of the other Group other than any such associates who were assigned solely to a
single store location; provided that any and all (x) non exempt labor and (y)
their related or associated supervisory exempt associates assigned to Too,
Inc.'s distribution center services shall be made available to Too, Inc. upon
Too, Inc.'s request and upon completion of its own distribution facilities
located in Columbus, Ohio or the surrounding area.

<PAGE> 18

ARTICLE 6

ACCESS TO INFORMATION

SECTION 6.1. Provision of Corporate Records. Immediately prior to or as
soon as practicable following the Distribution Date, each Group shall provide to
the other Group all documents, contracts, books, records and data (including but
not limited to minute books, stock registers, stock certificates and documents
of title) in its possession relating to such other Group or such other Group's
business and affairs; provided that if any such documents, contracts, books,
records or data relate to both Groups or the business and operations of both
Groups, each such Group shall provide to the other Group true and complete
copies of such documents, contracts, books, records or data.

SECTION 6.2. Access to Information. From and after the Distribution
Date, each Group shall, for a reasonable period of time, afford promptly to the
other Group and its accountants, counsel and other designated representatives
reasonable access during normal business hours to all documents, contracts,
books, records, computer data and other data in such Group's possession relating
to such other Group or the business and affairs of such other Group (other than
data and information subject to an attorney/client or other privilege), insofar
as such access is reasonably required by such other Group, including, without
limitation, for audit, accounting, litigation, regulatory compliance and
disclosure and reporting purposes.

SECTION 6.3. Litigation Cooperation. Each Group shall use reasonable
efforts to make available to the other Group and its accountants, counsel, and
other designated representatives, upon written request, its directors, officers,
employees and representatives as witnesses, and shall otherwise cooperate with
the other Group, to the extent reasonably required in connection with any legal,
administrative or other proceedings arising out of either Group's business and
operations prior to the Distribution Date in which the requesting party may from
time to time be involved.

SECTION 6.4. Reimbursement. Each Group providing information or
witnesses to the other Group, or otherwise incurring any expense in connection
with cooperating, under Sections 6.01, 6.02 or 6.03 shall be entitled to receive
from the recipient thereof, upon the presentation of invoices therefor, payment
for all out-of-pocket costs and expenses as may be reasonably incurred in
providing such information, witnesses or cooperation.

SECTION 6.5. Retention of Records. Except as otherwise required by law
or agreed to in writing, each party shall, and shall cause the members of its
respective Group to, retain all information relating to the other Group's
business

<PAGE> 19

and operations in accordance with the past practice of such party.
Notwithstanding the foregoing, any party may destroy or otherwise dispose of any
such information at any time, provided that, prior to such destruction or
disposal, (i) such party shall provide not less than 90 days' prior written
notice to the other party, specifying the information proposed to be destroyed
or disposed of, and (ii) if the recipient of such notice shall request in
writing prior to the scheduled date for such destruction or disposal that any of
the information proposed to be destroyed or disposed of be delivered to such
requesting party, the party proposing the destruction or disposal shall promptly
arrange for the delivery of such of the information as was requested at the
expense of the requesting party.

SECTION 6.6. Confidentiality. Each party shall hold and shall cause its
directors, officers, employees, agents, consultants and advisors
("REPRESENTATIVES") to hold in strict confidence all information (other than any
such information relating solely to the business or affairs of such party)
concerning the other party unless (i) such party is compelled to disclose such
information by judicial or administrative process or, in the opinion of its
counsel, by other requirements of law or (ii) such information can be shown to
have been (A) in the public domain through no fault of such party or (B)
lawfully acquired after the Distribution Date on a non-confidential basis from
other sources. Notwithstanding the foregoing, such party may disclose such
information to its Representatives so long as such Persons are informed by such
party of the confidential nature of such information and are directed by such
party to treat such information confidentially. If such party or any of its
Representatives becomes legally compelled to disclose any documents or
information subject to this Section, such party will promptly notify the other
party so that the other party may seek a protective order or other remedy or
waive such party's compliance with this Section. If no such protective order or
other remedy is obtained or waiver granted, such party will furnish only that
portion of the information which it is advised by counsel is legally required
and will exercise its reasonable efforts to obtain reliable assurance that
confidential treatment will be accorded such information. Such party agrees to
be responsible for any breach of this Section by it and its Representatives.

SECTION 6.7. Inapplicability of Article 6 to Tax Matters.
Notwithstanding anything to the contrary in Article 6, Article 6 shall not apply
with respect to information, records and other matters relating to Taxes, all of
which shall be governed by the Tax Separation Agreement.

ARTICLE 7

CERTAIN OTHER AGREEMENTS
<PAGE> 20

SECTION 7.1. Intercompany Accounts. All intercompany receivable,
payable and loan balances in existence as of the Distribution Date between The
Limited Group and Too, Inc. Group will be eliminated.

SECTION 7.2. Certain Rights Upon a Third Party Obtaining Above a
Specified Ownership Level of Too, Inc. Common Stock. No Person or group
(within the meaning of Section 13(d) under the Exchange Act) of Persons shall
become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange
Act) of more than 35% of the Too, Inc. Common Stock unless (i) The Limited shall
have received prior written notice that such Person or group proposes to acquire
beneficial ownership of more than 35% of the Too, Inc. Common Stock and (ii)
prior to such acquisition such Person or group provides to The Limited (unless
waived by The Limited in writing) a guarantee, in form and substance acceptable
to The Limited, of the obligations of Too, Inc. and the Too, Inc. Group under
this Distribution Agreement and each Ancillary Agreement.

SECTION 7.3. Further Assurances and Consents. In addition to the
actions specifically provided for elsewhere in this Agreement, each of the
parties hereto shall use its reasonable efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, all things, reasonably necessary,
proper or advisable under applicable laws, regulations and agreements or
otherwise to consummate and make effective the transactions contemplated by this
Agreement, including but not limited to using its reasonable efforts to obtain
any consents and approvals and to make any filings and applications necessary or
desirable in order to consummate the transactions contemplated by this
Agreement; provided that no party hereto shall be obligated to pay any
consideration therefor (except for filing fees and other similar charges) to any
third party from whom such consents or approvals are requested or to take any
action or omit to take any action if the taking of or the omission to take such
action would be unreasonably burdensome to the party, its Group or its Group's
business.

ARTICLE 8

MISCELLANEOUS

SECTION 8.1. Notices. All notices and other communications to any party
hereunder shall be in writing (including telecopy or similar writing) and shall
be deemed given when received addressed as follows:

If to The Limited, to:

The Limited, Inc.

<PAGE> 21

Three Limited Parkway
Columbus, OH 43230
Telecopy: (614) 415-7188
Attention: Samuel P. Fried

With a copy to:

Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telecopy: (212) 450-4800
Attention: Dennis S. Hersch

If to Too, Inc., to:

Too, Inc.
3885 Morse Road
Columbus, OH 43219
Telecopy: (614) 479-3610
Attention: Kent A. Kleeberger

With a copy to:

Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telecopy: (212) 450-4800
Attention: Dennis S. Hersch

Any party may, by written notice so delivered to the other parties,
change the address to which delivery of any notice shall thereafter be made.

SECTION 8.2. Amendments; No Waivers. (a) Any provision of this
Agreement may be amended or waived if, and only if, such amendment or waiver is
in writing and signed, in the case of an amendment, by The Limited and Too,
Inc., or in the case of a waiver, by the party against whom the waiver is to be
effective.

(b) No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.

<PAGE> 22

SECTION 8.3. Expenses. Except as specifically provided otherwise in
this Agreement or any Ancillary Agreement, all costs and expenses incurred in
connection with the preparation, execution and delivery of the Distribution
Documents and the consummation of the Distribution and the other transactions
contemplated hereby (including the fees and expenses of all counsel, accountants
and financial and other advisors of both Groups in connection therewith, and all
expenses in connection with preparation, filing and printing of the Form 10 and
the Information Statement) shall be paid by The Limited; provided that Too, Inc.
shall be responsible for and pay the fees, expenses and other amounts payable to
the lenders under Too, Inc.'s credit facilities and all other fees and expenses
incurred in connection therewith (including the fees and expenses of Too, Inc.'s
counsel in connection with the preparation and negotiation of all documentation
relating to such credit facilities).

SECTION 8.4. Successor and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that neither party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of the other parties hereto.

SECTION 8.5. Governing Law. This Agreement shall be construed in
accordance with and governed by the law of the State of Delaware, without regard
to the conflicts of laws rules thereof.

SECTION 8.6. Counterparts; Effectiveness. This Agreement may be signed
in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective when each party hereto shall have received
a counterpart hereof signed by the other parties hereto.

SECTION 8.7. Entire Agreement. This Agreement and the other
Distribution Documents constitute the entire understanding of the parties with
respect to the subject matter hereof and thereof and supersedes all prior
agreements, understandings and negotiations, both written and oral, between the
parties with respect to the subject matter hereof and thereof. No
representation, inducement, promise, understanding, condition or warranty not
set forth herein or in the other Distribution Documents has been made or relied
upon by any party hereto. Neither this Agreement nor any provision hereof is
intended to confer upon any Person other than the parties hereto any rights or
remedies hereunder. To the extent that the provisions of this Agreement are
inconsistent with the provisions of any other Distribution Document, the
provisions of such other Distribution Document shall prevail.

<PAGE> 23

SECTION 8.8. Tax Separation Agreement; Set-Off; Payment of After-Tax
Amounts. (a) Except as otherwise provided herein and not inconsistent with the
Tax Separation Agreement, this Agreement shall not govern any Tax, and any and
all claims, losses, damages, demands, costs, expenses or liabilities relating to
Taxes shall be exclusively governed by the Tax Separation Agreement.

(b) If, at the time Too, Inc. is required to make any payment to The
Limited under this Agreement, and The Limited owes Too, Inc. any amount under
this Agreement or any Ancillary Agreement, then such amounts shall be offset and
the excess shall be paid by the party liable for such excess. Similarly, if at
the time The Limited is required to make any payment to Too, Inc. under this
Agreement, and Too, Inc. owes The Limited any amount under this Agreement or any
Ancillary Agreement, then such amounts shall be offset and the excess shall be
paid by the party liable for such excess.

(c) If any amount paid by The Limited, Too, Inc. or their respective
Post-Distribution Affiliates pursuant to Section 4.01 or 4.02 of this Agreement
results in any increased Tax liability or reduction of any Tax Asset of any
member of the Too, Inc. Group, Too, Inc. or its Post-Distribution Affiliates, or
The Limited Group, The Limited or its Post-Distribution Affiliates,
respectively, then The Limited or Too, Inc., as the case may be, shall indemnify
the other party and hold it harmless from any interest or penalty attributable
to such increased Tax liability or the reduction of such Tax asset and shall pay
to the other party, in addition to amounts otherwise owed, 100 percent of the
After-Tax Amount. All capitalized terms used in this Section 8.08(c) and not
otherwise defined in this Agreement are used as defined in the Tax Separation
Agreement. This Section 8.08(c) shall be subject to the dispute resolution
provisions contained in Section 16 of the Tax Separation Agreement.

SECTION 8.9. Jurisdiction. Any suit, action or proceeding seeking to
enforce any provision of, or based on any matter arising out of or in connection
with, this Agreement or the transactions contemplated hereby may be brought in
the United States District Court for the Southern District of New York or any
other New York State court sitting in New York County, and each of the parties
hereby consents to the jurisdiction of such courts (and of the appropriate
appellate courts therefrom) in any such suit, action or proceeding and
irrevocably waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding in any such court or that any such suit, action or proceeding
which is brought in any such court has been brought in an inconvenient form.
Process in any such suit, action or proceeding may be served on any party
anywhere in the world, whether within or without the jurisdiction of any such
court. Without limiting the foregoing, each party agrees that service of process
on such party as provided in Section 8.01 shall be deemed effective service of
process on such party.

<PAGE> 24

SECTION 8.10. Existing Arrangements. Except as otherwise contemplated
hereby, all prior agreements and arrangements, including those relating to
goods, rights or services provided or licensed, between the Too, Inc. Group and
The Limited Group shall be terminated effective as of the Distribution Date, if
not theretofore terminated. No such agreements or arrangements shall be in
effect after the Distribution Date unless embodied in the Distribution
Documents.

SECTION 8.11. Termination Prior to the Distribution. The Limited Board
of Directors may at any time prior to the Distribution abandon the Distribution
and, by notice to Too, Inc., terminate this Agreement (whether or not The
Limited Board of Directors has theretofore approved this Agreement and/or the
Distribution).

SECTION 8.12. Termination After the Distribution. Except upon the
mutual consent of both parties hereto, this Agreement shall not be terminable
until the third anniversary of the Distribution Date, and thereafter shall be
terminable upon six months' prior written notice by either party to the other
party.

SECTION 8.13. Captions. The captions herein are included for
convenience of reference only and shall be ignored in the construction or
interpretation hereof.

IN WITNESS WHEREOF the parties hereto have caused this Distribution
Agreement to be duly executed by their respective authorized officers as of the
date first above written.

THE LIMITED, INC.

By: /s/ V. Ann Hailey
------------------------------------------
Name: Ann Hailey
Title: Executive Vice President and Chief
Financial Officer

TOO, INC.

By: /s/ Kent A. Kleeberger
------------------------------------------
Name: A. Kleeberger
Title: Vice President - Chief Financial
Officer

<PAGE> 1
Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

TOO, INC.

* * * *

Too, Inc. (the "CORPORATION"), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware does
hereby amend the Certificate of Incorporation of the Corporation, which was
originally filed with the Secretary of State of the State of Delaware on August
21, 1991, under the name Limited Too, Inc. and which was amended by the
Certificate of Amendment filed with the Secretary of State of the State of
Delaware on August 11, 1999.

FIRST: The name of the Corporation is: Too, Inc.

SECOND: The address of the registered office of the Corporation in the
State of Delaware is The Corporation Trust Company, 1209 Orange Street, City of
Wilmington, County of New Castle, Delaware 19801. The name of its registered
agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware as the same exists or may hereafter be amended
("DELAWARE LAW").

FOURTH:

SECTION 1. Capital Stock. (a) The total number of shares of stock which
the Corporation shall have authority to issue is 150,000,000, consisting of
100,000,000 shares of Common Stock, par value $.01 per share (the "COMMON
STOCK"), and 50,000,000 shares of Preferred Stock, par value $.01 per share (the
"PREFERRED STOCK"). The Common Stock of the Corporation shall be all of one
class. The Preferred Stock may be issued in one or more series having such
designations as may be fixed by the Board of Directors.

<PAGE> 2

(b) The Board of Directors is expressly authorized to provide for the
issue of all or any shares of the Common Stock and the Preferred Stock, to
determine the number of shares of each class and to fix for the Common Stock and
for any series of Preferred Stock such voting powers, full or limited, or no
voting powers, and such designations, preferences and relative, participating,
optional or other special rights, and such qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the resolution or
resolutions adopted by the Board of Directors or a duly authorized committee
thereof providing for the issue of such series and as may be permitted by
Delaware Law.

(c) The number of authorized shares of any class or classes of stock
may be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of a majority of the Common Stock of the
Corporation irrespective of the provisions of Section 242(b)(2) of Delaware Law.

SECTION 2. Common Stock. (a) Issuance and Considerations. Any unissued
or treasury shares of the Common Stock may be issued for such consideration as
may be fixed in accordance with applicable law from time to time by the Board of
Directors.

(b) Dividends. Subject to the rights of the holders of the Preferred
Stock, the holders of the Common Stock shall be entitled to receive, when and as
declared by the Board of Directors, out of the assets of the Corporation which
are by law available therefor, dividends payable either in cash, in property, or
in shares of stock and the holders of the Preferred Stock shall not be entitled
to participate in any such dividends (unless otherwise provided by the Board of
Directors in any resolution providing for the issue of a series of Preferred
Stock).

(c) Powers, Preferences, Etc. The following is a statement of the
powers, preferences, and relative participating, optional and other special
rights and qualifications, limitations and restrictions of the Common Stock of
the Corporation:

(i) Subject to the rights of the holders of the Preferred
Stock, and subject to any other provisions of this Amended and Restated
Certificate of Incorporation, the holders of the Common Stock shall be
entitled to receive such dividends and other distributions in cash,
stock of any corporation or property of the Corporation as may be
declared thereon by the Board of Directors from time to time out of
assets or funds of the Corporation legally available therefor and shall
share equally on a per share basis in all such dividends and other
distributions.

(ii) (A) At every meeting of the stockholders of the
Corporation every holder of Common Stock shall be entitled to one vote
in person or

<PAGE> 3

by proxy for each share of Common Stock standing in his or her name on
the transfer books of the Corporation in connection with the election
of directors and all other matters submitted to a vote of stockholders.
Except as may be otherwise required by law or by this ARTICLE FOURTH,
the holders of Common Stock shall vote as a single class, subject to
any voting rights which may be granted to the holders of Preferred
Stock, on all matters submitted to a vote of the holders of Common
Stock.

(B) Every reference in this Amended and Restated Certificate
of Incorporation to a majority or other proportion of shares of Common
Stock shall refer to such majority or other proportion of the votes to
which such shares of Common Stock are entitled.

(iii) In the event of any dissolution, liquidation or winding up
of the affairs of the Corporation, whether voluntary or involuntary,
after payment in full of the amounts required to be paid to the holders
of Preferred Stock, the remaining assets and funds of the Corporation
shall be distributed pro rata to the holders of Common Stock. For the
purposes of this paragraph (c)(iii), the voluntary sale, conveyance,
lease, exchange or transfer (for cash, shares of stock, securities or
other consideration) of all or substantially all of the assets of the
Corporation or a consolidation or merger of the Corporation with one or
more other corporations (whether or not the Corporation is the
corporation surviving such consolidation or merger) shall not be deemed
to be a liquidation, dissolution or winding up, voluntary or
involuntary.

(d) Immediately upon the effectiveness of this Amended and Restated
Certificate of Incorporation each share of common stock of the Corporation, par
value $1.00 per share, that is issued and outstanding immediately prior to such
effectiveness, shall be changed into and reclassified as 306,737.25 shares of
Common Stock.

SECTION 3. Series and Limits of Variations between Series of Preferred
Stock. Any unissued or treasury shares of the Preferred Stock may be issued from
time to time in one or more series for such consideration as may be fixed from
time to time by the Board of Directors and each share of a series shall be
identical in all respects with the other shares of such series, except that, if
the dividends thereon are cumulative, the date from which they shall be
cumulative may differ. Before any shares of Preferred Stock of any particular
series shall be issued, a certificate shall be filed with the Secretary of State
of Delaware setting forth the designation, rights, privileges, restrictions, and
conditions to be attached to the Preferred Stock of such series and such other
matters as may be required, and the Board of Directors shall fix and determine,
and is hereby expressly empowered to fix and determine, in the manner provided
by law, the particulars of the shares of

<PAGE> 4

such series (so far as not inconsistent with the provisions of this ARTICLE
FOURTH applicable to all series of Preferred Stock), including, but not limited
to, the following:

(i) the distinctive designation of such series and the number
of shares which shall constitute such series, which number may be
increased (except where otherwise provided by the Board of Directors in
creating such series) or decreased (but not below the number of shares
thereof then outstanding) from time to time by like action of the Board
of Directors;

(ii) the annual rate of dividends payable on shares of such
series, the conditions upon which such dividends shall be payable and
the date from which dividends shall be cumulative in the event the
Board of Directors determines that dividends shall be cumulative;

(iii) whether such series shall have voting rights, in addition
to the voting rights provided by law and, if so, the terms of such
voting rights;

(iv) whether such series shall have conversion privileges and,
if so, the terms and conditions of such conversion, including, but not
limited to, provision for adjustment of the conversion rate upon such
events and in such manner as the Board of Directors shall determine;

(v) whether or not the shares of such series shall be
redeemable and, if so, the terms and conditions of such redemption,
including the date or dates upon or after which they shall be
redeemable, and the amount per share payable in case of redemption,
which amount may vary under different conditions and at different
redemption dates;

(vi) whether such series shall have a sinking fund for the
redemption or purchase of shares of that series and, if so, the terms
and amount of such sinking fund;

(vii) the rights of the shares of such series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of
shares of that series; and

(viii) any other relative rights, preferences and limitations of
such series.

SECTION 4. No Preemptive Rights. Except as otherwise set forth above in
this ARTICLE FOURTH, no holder of shares of this Corporation of any class shall
be entitled, as such, as a matter of right, to purchase or subscribe for shares

4
<PAGE> 5

of any class of stock now or hereafter authorized, or to purchase or subscribe
for securities convertible into or exchangeable for shares of the Corporation or
to which there shall be attached or appertain any warrants or rights entitling
the holders thereof to purchase or subscribe for shares of the Corporation.

FIFTH:

SECTION 1. Amendment of Bylaws by Directors. In furtherance and not in
limitation of the powers conferred by statute, the Board of Directors is
expressly authorized to make, repeal, alter, amend and rescind the bylaws of the
Corporation.

SECTION 2. Amendment of Bylaws by the Stockholders. The bylaws shall
not be made, repealed, altered, amended or rescinded by the stockholders of the
Corporation except by the vote of not less than 75 percent of the outstanding
shares of the Corporation entitled to vote thereon. Any amendment to the
Certificate of Incorporation which shall contravene any bylaw in existence on
the record date of the stockholders meeting at which such amendment is to be
voted upon by the stockholders shall require the vote of not less than 75
percent of the outstanding shares entitled to vote thereon.

SIXTH:

SECTION 1. Management of the Corporation. Except as otherwise provided
in ARTICLE TWELFTH, the business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors. Officers of the Corporation
shall be elected by, or in the manner approved by, the Board of Directors.

SECTION 2. Number of Directors. The Board of Directors shall consist of
not less than four nor more than nine directors, with the exact number of
directors to be determined from time to time by resolution adopted by the Board
of Directors.

SECTION 3. Classified Board. Effective immediately upon the issuance of
more than 1,000 shares of Common Stock of the Corporation, the Board of
Directors (exclusive of directors to be elected by the holders of any one or
more series of Preferred Stock voting separately as a class or classes) shall be
divided into three classes, Class A, Class B, and Class C. The number of
directors in each class shall be the whole number contained in the quotient
arrived at by dividing the authorized number of directors by three, and if a
fraction is also contained in such quotient, then if such fraction is one-third,
the extra director shall be a member of Class A and if the fraction is
two-thirds, one of the extra directors shall be a member of Class A and the
other shall be a member of Class B. Each director shall serve for a term ending
on the date of the third annual meeting

<PAGE> 6

following the annual meeting at which such director was elected; provided,
however, that the directors first elected to Class A shall serve for a term
ending on the date of the annual meeting next following the end of the calendar
year 1999, the directors first elected to Class B shall serve for a term ending
on the date of the second annual meeting next following the end of the calendar
year 1999, and the directors first elected to Class C shall serve for a term
ending on the date of the third annual meeting next following the end of the
calendar year 1999. Notwithstanding the foregoing formula provisions, in the
event that, as a result of any change in the authorized number of directors, the
number of directors in any class would differ from the number allocated to that
class under the formula provided in this ARTICLE SIXTH immediately prior to such
change, the following rules shall govern:

(a) each director then serving as such shall nevertheless continue as
a director of the class of which such director is a member until the expiration
of his current term, or his prior death, resignation or removal;

(b) at each subsequent election of directors, even if the number of
directors in the class whose term of office then expires is less than the number
then allocated to that class under said formula, the number of directors then
elected for membership in that class shall not be greater than the number of
directors in that class whose term of office then expires, unless and to the
extent that the aggregate number of directors then elected plus the number of
directors in all classes then duly continuing in office does not exceed the then
authorized number of directors of the Corporation;

(c) at each subsequent election of directors, if the number of
directors in the class whose term of office then expires exceeds the number then
allocated to that class under said formula, the Board of Directors shall
designate one or more of the directorships then being elected as directors of
another class or classes in which the number of directors then serving is less
than the number then allocated to such other class or classes under said
formula;

(d) in the event of the death, resignation or removal of any director
who is a member of a class in which the number of directors serving immediately
preceding the creation of such vacancy exceeded the number then allocated to
that class under said formula, the Board of Directors shall designate the
vacancy thus created as a vacancy in another class in which the number of
directors then serving is less than the number then allocated to such other
class under said formula;

(e) in the event of any increase in the authorized number of
directors, the newly created directorships resulting from such increase shall be
apportioned by the Board of Directors to such class or classes as shall, so far
as possible, bring

<PAGE> 7

the composition of each of the classes into conformity with the formula in this
ARTICLE SIXTH, as it applies to the number of directors authorized immediately
following such increase; and

(f) designation of directorships or vacancies into other classes and
apportionments of newly created directorships to classes by the Board of
Directors under the foregoing items (c), (d) and (e) shall, so far as possible,
be effected so that the class whose term of office is due to expire next
following such designation or apportionment shall contain the full number of
directors then allocated to said class under said formula.

Notwithstanding any of the foregoing provisions of this ARTICLE SIXTH,
each director shall serve until his successor is elected and qualified or until
his death, resignation or removal.

SECTION 4. Voting; Quorum. Subject to ARTICLE TWELFTH, each member of
the Board of Directors shall have one vote on all matters presented to the Board
of Directors, and a majority of the total number of directors at any time shall
constitute a quorum for the transaction of business at that time. Subject to
ARTICLE TWELFTH, the Board of Directors may act by the unanimous written consent
of the directors.

SECTION 5. Election by Holders of Preferred Stock. During any period
when the holders of any Preferred Stock or any one or more series thereof,
voting as a class, shall be entitled to elect a specified number of directors,
by reason of dividend arrearages or other provisions giving them the right to do
so, then and during such time as such right continues (i) the then otherwise
authorized number of directors shall be increased by such specified number of
directors, and the holders of such Preferred Stock or such series thereof,
voting as a class, shall be entitled to elect the additional directors so
provided for, pursuant to the provisions of such Preferred Stock or series; (ii)
each such additional director shall serve for such term, and have such voting
powers, as shall be stated in the provisions pertaining to such Preferred Stock
or series; and (iii) whenever the holders of any such Preferred Stock or series
thereof are divested of such rights to elect a specified number of directors,
voting as a class, pursuant to the provisions of such Preferred Stock or series,
the terms of office of all directors elected by the holders of such Preferred
Stock or series, voting as a class, pursuant to such provisions or elected to
fill any vacancies resulting from the death, resignation or removal of directors
so elected by the holders of such Preferred Stock or series, shall forthwith
terminate and the authorized number of directors shall be reduced accordingly.

<PAGE> 8

SECTION 6. Ballots. Elections of directors at an annual or special
meeting of stockholders need not be by written ballot unless the bylaws of the
Corporation shall provide otherwise.

SECTION 7. Elimination of Certain Personal Liability of Directors. A
director of this Corporation shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of any fiduciary duty as a
director to the fullest extent permitted by Delaware Law.

SEVENTH: After the issuance of more than 1,000 shares of Common Stock
of the Corporation, no action shall be taken by the stockholders except at an
annual or special meeting of stockholders.

EIGHTH: The Board of Directors of the Corporation, when evaluating any
offer of another party to (1) make a tender or exchange offer for any equity
security of the Corporation, (2) merge or consolidate the Corporation with
another corporation, or (3) purchase or otherwise acquire all or substantially
all of the properties and assets of the Corporation, shall in connection with
the exercise of its judgment in determining what is in the best interests of the
Corporation and its stockholders, give due consideration to all relevant
factors, including without limitation the social and economic effects on the
employees, customers, suppliers and other constituents of the Corporation and
its subsidiaries and on the communities in which the Corporation and its
subsidiaries operate or are located.

NINTH: Any director may be removed at any annual or special
stockholders' meeting upon the affirmative vote of not less than 75 percent of
the outstanding shares of the Corporation at that time entitled to vote thereon;
provided, however, that such director may be removed only for cause and shall
receive a copy of the charges against him, delivered to him personally or by
mail at his last known address at least 10 days prior to the date of the
stockholders' meeting; provided further, that directors who shall have been
elected by the holders of a series or class of Preferred Stock, voting
separately as a class, shall be removed only pursuant to the provisions
establishing the rights of such series or class to elect such directors.

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<PAGE> 9

TENTH:

SECTION 1. Amendment of Certain Articles. The provisions set forth in
this ARTICLE TENTH and in ARTICLE FIFTH, Sections 2, 3 and 7 of ARTICLE SIXTH,
and ARTICLES SEVENTH, EIGHTH, NINTH, ELEVENTH AND TWELFTH may not be amended,
altered, changed, or repealed in any respect unless such amendment, alteration,
change or repealing is approved by the affirmative vote of not less than 75
percent of the outstanding shares of the Corporation entitled to vote thereon.

SECTION 2. Amendments Generally. Subject to the provisions of Section 1
of this ARTICLE TENTH, the Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Amended and Restated
Certificate of Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred on stockholders herein are granted subject to
this reservation.

ELEVENTH:

SECTION 1. Vote Required for Certain Business Combinations. The
affirmative vote of not less than 75 percent of the outstanding shares of
"VOTING STOCK" (as hereinafter defined) held by stockholders other than the
"INTERESTED PERSON" (as hereinafter defined) seeking to effect a "BUSINESS
COMBINATION" (as hereinafter defined) shall be required for the approval or
authorization of any Business Combination with any Interested Person; provided
that the provisions of this ARTICLE ELEVENTH shall not apply to any Business
Combination, and such Business Combination shall require only such affirmative
vote, if any, as is required by law or otherwise, if such Business Combination
shall have been approved by a majority (whether such approval is made prior or
subsequent to the acquisition of Beneficial Ownership of the Voting Stock that
caused the Interested Person to become an Interested Person) of the Article 11
Continuing Directors (as hereinafter defined).

SECTION 2. Definitions. Certain words and terms as used in this ARTICLE
ELEVENTH shall have the meanings given to them by the definitions and
descriptions in this Section.

(a) Business Combination. The term "BUSINESS COMBINATION" shall mean:
(i) any merger or consolidation of the Corporation or a subsidiary of the
corporation with or into an Interested Person, (ii) any sale, lease, exchange,
transfer or other disposition, including without limitation, a mortgage or any
other security device, of all or any "SUBSTANTIAL PART" (as hereinafter defined)
of the assets either of the Corporation (including without limitation, any
voting securities of a subsidiary) or of a subsidiary of the Corporation to an
Interested Person, (iii) any merger or consolidation of an Interested Person
with or into the

9
<PAGE> 10

Corporation or a subsidiary of the Corporation, (iv) any sale, lease, exchange,
transfer or other disposition, including without limitation, a mortgage or other
security device, of all or any Substantial Part of the assets of an Interested
Person to the Corporation or a subsidiary of the Corporation, (v) the issuance
or transfer by the Corporation or any subsidiary of the Corporation of any
securities of the Corporation or a subsidiary of the Corporation to an
Interested Person, (vi) any reclassification of securities, recapitalization or
other comparable transaction involving the Corporation that would have the
effect of increasing the voting power of any Interested Person with respect to
Voting Stock of the Corporation, and (vii) any agreement, contract or other
arrangement providing for any of the transactions described in this definition
of Business Combination.

(b) Interested Person. The term "INTERESTED PERSON" shall mean and
include any individual, corporation, partnership or other person or entity
which, together with its "AFFILIATES" and "ASSOCIATES" (as defined in Rule 12b-2
of the General Rules and Regulations under the Securities Exchange Act of 1934
as in effect at the date of the adoption of this ARTICLE ELEVENTH by the
stockholders of the Corporation), "BENEFICIALLY OWNS" (as defined in Rule 13d-3
of the General Rules and Regulations under the Securities Exchange Act of 1934
as in effect at the date of the adoption of this ARTICLE ELEVENTH by the
stockholders of the Corporation) in the aggregate five percent or more of the
outstanding Voting Stock of the Corporation, and any Affiliate or Associate of
any such individual, corporation, partnership or other person or entity. Without
limiting the generality of the foregoing, any share of Voting Stock of the
Corporation that any Interested Person has the right to acquire at any time
(notwithstanding that Rule 13d-3 deems such shares to be beneficially owned only
if such right may be exercised within 60 days) pursuant to any agreement, or
upon exercise of conversion rights, warrants or options, or otherwise, shall be
deemed to be Beneficially Owned by the Interested Person and to be outstanding
for purposes of this definition. An Interested Person shall be deemed to have
acquired a share of the Voting Stock of the Corporation at the time when such
Interested Person became the Beneficial Owner thereof.

(c) Voting Stock. The term "VOTING STOCK" shall mean all of the
outstanding shares of Common Stock of the Corporation and any outstanding shares
of Preferred Stock entitled to vote on each matter on which the holders of
record of Common Stock shall be entitled to vote, and each reference to a
proportion of shares of Voting Stock shall refer to such proportion of the votes
entitled to be cast by such shares.

(d) Substantial Part. The term "SUBSTANTIAL PART" shall mean more than
20 percent of the fair market value, as determined by two-thirds of the Article
11 Continuing Directors, of the total consolidated assets of the

10
<PAGE> 11

Corporation and its subsidiaries taken as a whole as of the end of its most
recent fiscal year ended prior to the time the determination is being made.

(e) Article 11 Continuing Director. For purposes of this ARTICLE
ELEVENTH, the term "ARTICLE 11 CONTINUING DIRECTOR" shall mean a Director who
was a member of the Board of Directors of the Corporation immediately prior to
the time that the Interested Person involved in a Business Combination became an
Interested Person or a Director who was elected or appointed by a majority of
the then-current Article 11 Continuing Directors to fill a vacancy after the
date the Interested Person became an Interested Person.

TWELFTH.

SECTION 1. Issuance of Rights. Without in any way limiting the
authority of the Board of Directors under the Delaware Law (including without
limitation Sections 141(a) and 157 thereof), the Board of Directors is expressly
authorized to issue rights pursuant to Section 157 of the Delaware Law and, in
that connection, to enter into any agreements necessary or convenient for such
issuance. Any such agreement may include provisions limiting, in certain
circumstances, the ability of future boards of directors of the Corporation to
redeem the securities issued pursuant thereto or to amend or supplement such
rights agreement unless there are Article 12 Continuing Directors (as defined
below) then in office and such redemption, amendment or supplement shall have
been approved by a majority vote of the Article 12 Continuing Directors then in
office at a meeting at which the Article 12 Continuing Directors then in office
are present.

SECTION 2. Definition. For purposes of this ARTICLE TWELFTH, the term
"ARTICLE 12 CONTINUING DIRECTORS" shall mean those directors who were members of
the Board of Directors of the Corporation at the time the Corporation entered
into such rights agreement and any director who subsequently becomes a member of
the Board of Directors, if such director's nomination for election to the Board
of Directors is recommended or approved by the majority vote of the Article 12
Continuing Directors then in office at a meeting at which the Article 12
Continuing Directors then in office are present.

SECTION 3. Article 12 Continuing Directors' Powers. Pursuant to Section
141(a) of the Delaware Law, the Article 12 Continuing Directors shall have the
sole power and authority to make all decisions and determinations provided for
in any agreement entered into under Section 1 above.

IN WITNESS WHEREOF, this Amended and Restated Certificate of
Incorporation, having been duly adopted by the written consent of the sole
stockholder of the Corporation in accordance with the provisions of Sections
228,

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<PAGE> 12

242 and 245 of the General Corporation Law of the State of Delaware, has been
executed this 23rd day of August 1999.

TOO, INC.

By: /s/ Kenneth B. Gilman

Name: Kenneth B. Gilman
Title: Vice Chairman and Chief
Administrative Officer

<PAGE> 1

Exhibit 3.2

BYLAWS

TOO, INC.

Adopted August 23, 1999

ARTICLE 1

STOCKHOLDERS

SECTION 1.1. Annual Meeting. The annual meeting of the stockholders of
this corporation, for the purpose of fixing or changing the number of directors
of the corporation, electing directors and transacting such other business as
may come before the meeting, shall be held on such date, at such time and at
such place as may be designated by the Board of Directors.

SECTION 1.2. Special Meetings. Special meetings of the stockholders may
be called at any time by the chairman of the board, the vice chairman of the
board, or in case of the death, absence or disability of the chairman of the
board and the vice chairman of the board, the president, or in case of the
president's death, absence, or disability, the vice president, if any,
authorized to exercise the authority of the president, or a majority of the
Board of Directors acting with or without a meeting; provided, that if and to
the extent that any special meeting of stockholders may be called by any other
person or persons specified in any provision of the certificate of incorporation
or any amendment thereto or any certificate filed under Section 151(g) of the
Delaware General Corporation Law (or its successor statute as in effect from
time to time), then such special meeting may also be called by the person or
persons, in the manner, at the times and for the purposes so specified.

SECTION 1.3. Place of Meetings. Meetings of stockholders shall be held
at the principal office of the corporation in the State of Ohio, unless the
Board of Directors decides that a meeting shall be held at some other place and
causes the notice thereof to so state.

SECTION 1.4. Notice of Meetings. (a) Unless waived, a written, printed,
or typewritten notice of each annual or special meeting, stating the date, hour
and place and the purpose or purposes thereof shall be served upon or mailed to
each stockholder of record entitled to vote or entitled to notice, not more than
60 days nor less than 10 days before any such meeting. If mailed, such notice
shall be directed to a stockholder at his or her address as the same appears on
the records

1
<PAGE> 2

of the corporation. If a meeting is adjourned to another time or place and such
adjournment is for 30 days or less and no new record date is fixed for the
adjourned meeting, no further notice as to such adjourned meeting need be given
if the time and place to which it is adjourned are fixed and announced at such
meeting. In the event of a transfer of shares after notice has been given and
prior to the holding of the meeting, it shall not be necessary to serve notice
on the transferee. Such notice shall specify the place where the stockholders
list will be open for examination prior to the meeting if required by Section
1.08 hereof. If the adjournment is for more than 30 days, or after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

(b) A written waiver of any such notice signed by the person entitled
thereto, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends the meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.

SECTION 1.5. Fixing Date for Determination of Stockholders of Record .
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any other
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than 60 nor less than 10 days before the date of such meeting, nor
more than 60 days prior to any other action. If the Board shall not fix such a
record date, (i) the record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held, and (ii) in any case involving the determination of stockholders for any
purpose other than notice of or voting at a meeting of stockholders, the record
date for determining stockholders for such purpose shall be the close of
business on the day on which the Board of Directors shall adopt the resolution
relating thereto. Determination of stockholders entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of such meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

SECTION 1.6. Organization. At each meeting of the stockholders, the
chairman of the board, or in his absence, the vice chairman of the board, or in
his absence, the president, or, in his absence, any vice-president, or, in the
absence of

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<PAGE> 3

the chairman of the board, the vice chairman of the board, the president and a
vice-president, a chairman chosen by a majority in interest of the stockholders
present in person or by proxy and entitled to vote, shall act as chairman, and
the secretary of the corporation, or, if the secretary of the corporation not be
present, the assistant secretary, or if the secretary and the assistant
secretary not be present, any person whom the chairman of the meeting shall
appoint, shall act as secretary of the meeting.

SECTION 1.7. Quorum. A stockholders' meeting duly called shall not be
organized for the transaction of business unless a quorum is present. Except as
otherwise expressly provided by law, the certificate of incorporation, these
bylaws, or any certificate filed under Section 151(g) of the Delaware General
Corporation Law (or its successor statute as in effect from time to time), (i)
at any meeting called by the Board of Directors, the presence in person or by
proxy of holders of record entitling them to exercise at least one-third of the
voting power of the corporation shall constitute a quorum for such meeting and
(ii) at any meeting called other than by the Board of Directors, the presence in
person or by proxy of holders of record entitling them to exercise at least a
majority of the voting power of the corporation shall constitute a quorum for
such meeting. The stockholders present at a duly organized meeting can continue
to do business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum. If a meeting cannot be organized
because a quorum has not attended, a majority in voting interest of the
stockholders present may adjourn, or, in the absence of a decision by the
majority, any officer entitled to preside at such meeting may adjourn the
meeting from time to time to such time (not more than 30 days after the
previously adjourned meeting) and place as they (or he) may determine, without
notice other than by announcement at the meeting of the time and place of the
adjourned meeting. At any such adjourned meeting at which a quorum is present
any business may be transacted which might have been transacted at the meeting
as originally called.

SECTION 1.8. Order of Business and Procedure. The order of business at
all meetings of the stockholders and all matters relating to the manner of
conducting the meeting shall be determined by the chairman of the meeting.
Meetings shall be conducted in a manner designed to accomplish the business of
the meeting in a prompt and orderly fashion and to be fair and equitable to all
stockholders, but it shall not be necessary to follow any manual of
parliamentary procedure.

SECTION 1.9. Advance Notice of Stockholder Proposals. In order to
properly submit any business to an annual meeting of stockholders, a stockholder
must give timely notice in writing to the secretary of the corporation. To be
considered timely, a stockholder's notice must be delivered either in person or
by United States certified mail, postage prepaid, and received at the principal
executive offices of the corporation (a) not less than 120 days nor more than
150

<PAGE> 4

days before the first anniversary date of the corporation's proxy statement in
connection with the last annual meeting of stockholders or (b) if no annual
meeting was held in the previous year or the date of the applicable annual
meeting has been changed by more than 30 days from the date contemplated at the
time of the previous year's proxy statement, not less than a reasonable time, as
determined by the Board of Directors, prior to the date of the applicable annual
meeting.

Nomination of persons for election to the Board of Directors may be
made by the Board of Directors or any committee designated by the Board of
Directors or by any stockholder entitled to vote for the election of directors
at the applicable meeting of stockholders. However, nominations other than those
made by the Board of Directors or its designated committee must comply with the
procedures set forth in this Section 1.09, and no person shall be eligible for
election as a director unless nominated in accordance with the terms of this
Section 1.09.

A stockholder may nominate a person or persons for election to the
Board of Directors by giving written notice to the secretary of the corporation
in accordance with the procedures set forth above. In addition to the timeliness
requirements set forth above for notice to the corporation by a stockholder of
business to be submitted at an annual meeting of stockholders, with respect to
any special meeting of stockholders called for the election of directors,
written notice must be delivered in the manner specified above and not later
than the close of business on the seventh day following the date on which notice
of such meeting is first given to stockholders.

The secretary of the corporation shall deliver any stockholder
proposals and nominations received in a timely manner for review by the Board of
Directors or a committee designated by the Board of Directors.

A stockholder's notice to submit business to an annual meeting of
stockholders shall set forth (i) the name and address of the stockholder, (ii)
the class and number of shares of stock beneficially owned by such stockholder,
(iii) the name in which such shares are registered on the stock transfer books
of the corporation, (iv) a representation that the stockholder intends to appear
at the meeting in person or by proxy to submit the business specified in such
notice, (v) any material interest of the stockholder in the business to be
submitted and (vi) a brief description of the business desired to be submitted
to the annual meeting, including the complete text of any resolutions to be
presented at the annual meeting, and the reasons for conducting such business at
the annual meeting. In addition, the stockholder making such proposal shall
promptly provide any other information reasonably requested by the corporation.

In addition to the information required above to be given by a
stockholder who intends to submit business to a meeting of stockholders, if the
business to be submitted is the nomination of a person or persons for election
to the Board of

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<PAGE> 5

Directors then such stockholder's notice must also set forth, as to each person
whom the stockholder proposes to nominate for election as a director, (a) the
name, age, business address and, if known, residence address of such person, (b)
the principal occupation or employment of such person, (c) the class and number
of shares of stock of the corporation which are beneficially owned by such
person, (d) any other information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors or is otherwise
required by the rules and regulations of the Securities and Exchange Commission
promulgated under the Securities Exchange Act of 1934, as amended, (e) the
written consent of such person to be named in the proxy statement as a nominee
and to serve as a director if elected and (f) a description of all arrangements
or understandings between such stockholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by such stockholder.

Any person nominated for election as director by the Board of Directors
or any committee designated by the Board of Directors shall, upon the request of
the Board of Directors or such committee, furnish to the secretary of the
corporation all such information pertaining to such person that is required to
be set forth in a stockholder's notice of nomination.

Notwithstanding the foregoing provisions of this Section 1.09, a
stockholder who seeks to have any proposal included in the corporation's proxy
statement shall comply with the requirements of Regulation 14A under the
Securities Exchange Act of 1934, as amended.

SECTION 1.10. Voting. (a) Each stockholder shall, at each meeting of
the stockholders, be entitled to vote in person or by proxy each share or
fractional share of the stock of the corporation having voting rights on the
matter in question and which shall have been held by him and registered in his
name on the books of the corporation on the date fixed pursuant to Section 1.05
of these bylaws as the record date for the determination of stockholders
entitled to notice of and to vote at such meeting.

(b) Shares of its own stock belonging to the corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors in such other corporation is held, directly or indirectly, by the
corporation, shall neither be entitled to vote nor be counted for quorum
purposes.

(c) Any such voting rights may be exercised by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in
writing, subscribed by such stockholder or by his attorney thereunto authorized
and delivered to the secretary of the meeting in sufficient time to permit the
necessary examination and tabulation thereof before the vote is taken; provided,
however, that no proxy shall be valid after the expiration of three years after
the date of its

5
<PAGE> 6

execution, unless the stockholder executing it shall have specified therein the
length of time it is to continue in force. At any meeting of the stockholders
all matters, except as otherwise provided in the certificate of incorporation,
in these bylaws or by law, shall be decided by the vote of a majority in voting
interest of the stockholders present in person or by proxy and voting thereon, a
quorum being present. The vote at any meeting of the stockholders on any
question need not be by ballot, unless so directed by the chairman of the
meeting or required by the certificate of incorporation. On a vote by ballot
each ballot shall be signed by the stockholder voting, or by his proxy, if there
be such proxy, and it shall state the number of shares voted.

SECTION 1.11. Inspectors. The Board of Directors, in advance of any
meeting of the stockholders, may appoint one or more inspectors to act at the
meeting. If inspectors are not so appointed, the person presiding at the meeting
may appoint one or more inspectors. If any person so appointed fails to appear
or act, the vacancy may be filled by appointment made by the Board of Directors
in advance of the meeting or at the meeting by the person presiding thereat.
Each inspector, before entering upon the discharge of his duties, shall take and
sign an oath faithfully to execute the duties of inspector at the meeting with
strict impartiality and according to the best of his ability. The inspectors so
appointed, if any, shall determine the number of shares outstanding, the shares
represented at the meeting, the existence of a quorum and the authenticity,
validity and effect of proxies and shall receive votes, ballots, waivers,
releases, or consents, hear and determine all challenges and questions arising
in connection with the right to vote, count and tabulate all votes, ballots,
waivers, releases, or consents, determine and announce the results and do such
acts as are proper to conduct the election or vote with fairness to all
stockholders. On request of the person presiding at the meeting, the inspectors
shall make a report in writing of any challenge, question or matter determined
by them and execute a certificate of any fact found by them. Any report or
certificate made by them shall be prima facie evidence of the facts stated and
of the vote as certified by them.

ARTICLE 2

BOARD OF DIRECTORS

SECTION 2.1. General Powers of Board. The powers of the corporation
shall be exercised, its business and affairs conducted, and its property
controlled by or under the direction of the Board of Directors, except as
otherwise provided by the law of Delaware or in the certificate of
incorporation.

SECTION 2.2. Number of Directors. The number of directors of the
corporation (exclusive of directors to be elected by the holders of any one or
more series of Preferred Stock voting separately as a class or classes) shall
not be less than four nor more than nine, the exact number of directors to be
such number as

<PAGE> 7

may be set from time to time within the limits set forth above by resolution
adopted by affirmative vote of a majority of the whole Board of Directors. As
used in these Bylaws, the term "whole Board" means the total number of directors
which the corporation would have if there were no vacancies.

SECTION 2.3. Election of Directors. At each meeting of the stockholders
for the election of directors, the persons receiving the greatest number of
votes shall be the directors. Directors need not be stockholders.

SECTION 2.4. Nominations. (a) Nominations for the election of directors
may be made by the Board of Directors or by any stockholder entitled to vote for
the election of directors.

(b) Such nominations, if not made by the Board of Directors, shall be
made by notice in writing, delivered or mailed by first class United States
mail, postage prepaid, to the secretary of the corporation not less than 14 days
nor more than 50 days prior to any meeting of the stockholders called for the
election of directors; provided, however, that if less than 21 days' notice of
the meeting is given to stockholders, such written notice shall be delivered or
mailed, as prescribed, to the secretary of the corporation not later than the
close of the seventh day following the day on which notice of the meeting was
mailed to stockholders. Each such notice shall set forth (i) the name, age,
business address and, if known, residence address of each nominee proposed in
such notice, (ii) the principal occupation or employment of each such nominee,
and (iii) the number of shares of stock of the corporation which are
beneficially owned by each such nominee.

(c) Notice of nominations which are proposed by the Board of Directors
shall be given on behalf of the Board by the chairman of the meeting.

(d) The chairman of the meeting may, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if the chairman should so determine, the chairman shall
so declare to the meeting and the defective nomination shall be disregarded.

SECTION 2.5. Resignations. Any director of the corporation may resign
at any time by giving written notice to the chairman of the board or the
secretary of the corporation. Such resignation shall take effect at the time
specified therein, and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

SECTION 2.6. Vacancies. In the event that any vacancy shall occur in
the Board of Directors, whether because of death, resignation, removal, newly
created directorships resulting from any increase in the authorized number of
directors, the failure of the stockholders to elect the whole authorized number
of directors,

7
<PAGE> 8

or any other reason, such vacancy may be filled by the vote of a majority of the
directors then in office, although less than a quorum. A director elected to
fill a vacancy, other than a newly created directorship, shall hold office for
the unexpired term of his predecessor. Whenever the holders of any class or
classes of stock or series thereof are entitled to elect one or more directors
by the certificate of incorporation, vacancies and newly created directorships
of such class or classes or series may be filled by a majority of directors
elected by such class or classes or series thereof then in office, or by a sole
remaining director so elected.

SECTION 2.7. Removal of Directors. Directors may be removed only as
provided in the certificate of incorporation.

SECTION 2.8. Place of Meeting, etc. The Board of Directors may hold any
of its meetings at the principal office of the corporation or at such other
place or places as the Board of Directors (or the chairman in the absence of a
determination by the Board of Directors) may from time to time designate.
Directors may participate in any regular or special meeting of the Board of
Directors by means of conference telephone or similar communications equipment
pursuant to which all persons participating in the meeting of the Board of
Directors can hear each other and such participation shall constitute presence
in person at such meeting.

SECTION 2.9. Annual Meeting. A regular annual meeting of the Board of
Directors shall be held each year at the same place as and immediately after the
annual meeting of stockholders, or at such other place and time as shall
theretofore have been determined by the Board of Directors and notice thereof
need not be given. At its regular annual meeting the Board of Directors shall
organize itself and elect the officers of the corporation for the ensuing year,
and may transact any other business.

SECTION 2.10. Regular Meetings. Regular meetings of the Board of
Directors may be held at such intervals at such time as shall from time to time
be determined by the Board of Directors. After such determination and notice
thereof has been once given to each person then a member of the Board of
Directors, regular meetings may be held at such intervals and time and place
without further notice being given.

SECTION 2.11. Special Meetings. Special meetings of the Board of
Directors may be called at any time by the Board of Directors or by the chairman
or by a majority of directors then in office to be held on such day and at such
time as shall be specified by the person or persons calling the meeting.

SECTION 2.12. Notice of Meetings. Notice of each special meeting or,
where required, each regular meeting, of the Board of Directors shall be given
to each director either by being mailed on at least the third day prior to the
date of

<PAGE> 9

the meeting or by being telegraphed, faxed or given personally or by telephone
on at least 24 hours notice prior to the date of meeting. Such notice shall
specify the place, date and hour of the meeting and, if it is for a special
meeting, the purpose or purposes for which the meeting is called. At any meeting
of the Board of Directors at which every director shall be present, even though
without such notice, any business may be transacted. Any acts or proceedings
taken at a meeting of the Board of Directors not validly called or constituted
may be made valid and fully effective by ratification at a subsequent meeting
which shall be legally and validly called or constituted. Notice of any regular
meeting of the Board of Directors need not state the purpose of the meeting and,
at any regular meeting duly held, any business may be transacted. If the notice
of a special meeting shall state as a purpose of the meeting the transaction of
any business that may come before the meeting, then at the meeting any business
may be transacted, whether or not referred to in the notice thereof. A written
waiver of notice of a special or regular meeting, signed by the person or
persons entitled to such notice, whether before or after the time stated therein
shall be deemed the equivalent of such notice, and attendance of a director at a
meeting shall constitute a waiver of notice of such meeting except when the
director attends the meeting and prior to or at the commencement of such meeting
protests the lack of proper notice.

SECTION 2.13. Quorum and Voting. At all meetings of the Board of
Directors, the presence of a majority of the directors then in office shall
constitute a quorum for the transaction of business. Except as otherwise
required by law, the certificate of incorporation, or these bylaws, the vote of
a majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors. At all meetings of the Board of
Directors, each director shall have one vote.

SECTION 2.14. Committees. The Board of Directors may appoint an
executive committee and any other committee of the Board of Directors, to
consist of one or more directors of the corporation, and may delegate to any
such committee any of the authority of the Board of Directors, however
conferred, other than the power or authority in reference to amending the
certificate of incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution,
or amending the bylaws of the corporation. No committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock unless the
resolution creating such committee expressly so provides. Each such committee
shall serve at the pleasure of the Board of Directors, shall act only in the
intervals between meetings of the Board of Directors and shall be subject to the
control and direction of the Board of Directors. Any such committee may act by a
majority of its members at a meeting or by a writing or writings signed by all
of its members. Any such

<PAGE> 10

committee shall keep written minutes of its meetings and report the same to the
Board of Directors at the next regular meeting of the Board of Directors.

SECTION 2.15. Compensation. The Board of Directors may, by resolution
passed by a majority of those in office, fix the compensation of directors for
service in any capacity and may fix fees for attendance at meetings and may
authorize the corporation to pay the traveling and other expenses of directors
incident to their attendance at meetings, or may delegate such authority to a
committee of the board.

SECTION 2.16. Action by Consent. Any action required or permitted to be
taken at any meeting of the board or of any committee thereof may be taken
without a meeting if a written consent thereto is signed by all members of the
board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the board or such committee.

ARTICLE 3

OFFICERS

SECTION 3.1. General Provisions. The principal officers of the
corporation shall be the chairman of the board (who shall be a director), a vice
chairman of the board (who shall be a director), a president (who shall be a
director), such number of vice-presidents as the board may from time to time
determine, a secretary and a treasurer. Any person may hold any two or more
offices and perform the duties thereof, except the offices of chairman of the
board and vice chairman of the board, or the offices of president and vice-
president or the offices of president and secretary.

SECTION 3.2. Election, Terms of Office, and Qualification. The officers
of the corporation named in Section 3.01 of this Article III shall be elected by
the Board of Directors for an indeterminate term and shall hold office at the
pleasure of the Board of Directors.

SECTION 3.3. Additional Officers, Agents, etc. In addition to the
officers mentioned in Section 3.01 of this Article III, the corporation may have
such other officers or agents as the Board of Directors may deem necessary and
may appoint, each of whom shall hold office for such period, have such authority
and perform such duties as the Board of Directors may from time to time
determine. The Board of Directors may delegate to any officer the power to
appoint any subordinate officers or agents. In the absence of any officer of the
corporation, or for any other reason the Board of Directors may deem sufficient,
the Board of

<PAGE> 11

Directors may delegate, for the time being, the powers and duties, or any of
them, of such officer to any other officer, or to any director.

SECTION 3.4. Removal. Except as set forth below, any officer of the
corporation may be removed, either with or without cause, at any time, by
resolution adopted by the Board of Directors at any meeting, the notice (or
waivers of notice) of which shall have specified that such removal action was to
be considered. Any officer appointed not by the Board of Directors but by an
officer or committee to which the Board of Directors shall have delegated the
power of appointment may be removed, with or without cause, by the committee or
superior officer (including successors) who made the appointment, or by any
committee or officer upon whom such power of removal may be conferred by the
Board of Directors.

SECTION 3.5. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors, or to the chairman of the board, the
vice chairman of the board, the president, or the secretary of the corporation.
Any such resignation shall take effect at the time specified therein, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

SECTION 3.6. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, shall be filled in the
manner prescribed in these bylaws for regular appointments or elections to such
office.

ARTICLE 4

DUTIES OF THE OFFICERS

SECTION 4.1. The Chairman of the Board. The chairman of the board shall
have general supervision over the property, business and affairs of the
corporation and over its several officers, subject, however, to the control of
the Board of Directors. The chairman shall, if present, preside at all meetings
of the stockholders and of the Board of Directors. The chairman may sign, with
the secretary, treasurer or any other proper officer of the corporation
thereunto authorized by the Board of Directors, certificates for shares in the
corporation.

SECTION 4.2. Vice Chairman of the Board. The vice chairman of the board
shall perform such duties as are conferred upon him by these bylaws or as may
from time to time be assigned to him by the chairman of the board or the Board
of Directors. The authority of the vice chairman of the board to sign in the
name of the corporation all certificates for shares and deeds, mortgages,
leases, bonds, contracts, notes and other instruments, shall be coordinate with
like

<PAGE> 12

authority of the chairman of the board. In the absence or disability of the
chairman of the board, the vice chairman of the board shall perform all the
duties of the chairman of the board, and when so acting, shall have all the
powers of the chairman of the board.

SECTION 4.3. The President. The president shall be chief executive
officer of the corporation and shall perform such duties as are conferred upon
him by these bylaws or as may from time to time be assigned to him by the
chairman of the board or the vice chairman of the board or the Board of
Directors. The president may sign, execute and deliver in the name of the
corporation all deeds, mortgages, bonds, leases, contracts, or other instruments
either when specially authorized by the Board of Directors or when required or
deemed necessary or advisable by him in the ordinary conduct of the
corporation's normal business, except in cases where the signing and execution
thereof shall be expressly delegated by these bylaws to some other officer or
agent of the corporation or shall be required by law or otherwise to be signed
or executed by some other officer or agent, and the president may cause the seal
of the corporation, if any, to be affixed to any instrument requiring the same.

SECTION 4.4. Vice-Presidents. The vice-presidents shall perform such
duties as are conferred upon them by these bylaws or as may from time to time be
assigned to them by the Board of Directors, the chairman of the board, the vice
chairman of the board or the president. At the request of the chairman of the
board, in the absence or disability of the president, the vice-president
designated by the chairman of the board shall perform all the duties of the
president, and when so acting, shall have all of the powers of the president.

SECTION 4.5. The Treasurer. The treasurer shall be the custodian of all
funds and securities of the corporation. Whenever so directed by the Board of
Directors, the treasurer shall render a statement of the cash and other accounts
of the corporation, and the treasurer shall cause to be entered regularly in the
books and records of the corporation to be kept for such purpose full and
accurate accounts of the corporation's receipts and disbursements. The treasurer
shall have such other powers and shall perform such other duties as may from
time to time be assigned to him by the Board of Directors, the chairman of the
board or the vice chairman of the board.

SECTION 4.6. The Secretary. The secretary shall record and keep the
minutes of all meetings of the stockholders and the Board of Directors in a book
to be kept for that purpose. The secretary shall be the custodian of, and shall
make or cause to be made the proper entries in, the minute book of the
corporation and such other books and records as the Board of Directors may
direct. The secretary shall be the custodian of the seal of the corporation, if
any, and shall affix such seal to such contracts, instruments and other
documents as the Board of Directors or any committee thereof may direct. The
secretary shall have

12
<PAGE> 13

such other powers and shall perform such other duties as may from time to time
be assigned to him by the Board of Directors, the chairman of the board or the
vice chairman of the board.

ARTICLE 5

INDEMNIFICATION OF DIRECTORS AND OFFICERS

SECTION 5.1. Indemnification. (a) The corporation shall indemnify and
hold harmless any person (and the heirs, executors or administrators of such
person) who was or is a party or is threatened to be made a party to, or is
involved in, any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he, his testator, or intestate is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise, or as a member of any committee or similar
body, to the fullest extent permitted by the laws of Delaware as they may exist
from time to time. The right to indemnification conferred in this Article V
shall also include the right to be paid by the corporation the expenses incurred
in connection with any such proceeding in advance of its final disposition to
the fullest extent permitted by the laws of Delaware as they may exist from time
to time.

(b) The corporation may, by action of its Board of Directors, provide
indemnification to such of the employees and agents of the corporation to such
extent and to such effect as the Board of Directors shall determine to be
appropriate and authorized by the laws of Delaware as they may exist from time
to time.

SECTION 5.2. Insurance. The proper officers of the corporation, without
further authorization by the Board of Directors, may in their discretion
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent for
another corporation, partnership, joint venture, trust or other enterprise,
against any liability.

SECTION 5.3. ERISA. To assure indemnification under this Article of all
such persons who are or were "fiduciaries" of an employee benefit plan governed
by the Act of Congress entitled "Employee Retirement Income Security Act of
1974", as amended from time to time, the provisions of this Article V shall, for
the purposes hereof, be interpreted as follows: an "other enterprise" shall be
deemed to include an employee benefit plan; the corporation shall be deemed to
have requested a person to serve as an employee of an employee benefit plan

<PAGE> 14

where the performance by such person of his duties to the corporation also
imposes duties on, or otherwise involves services by, such person to the plan or
participants or beneficiaries of the plan; excise taxes assessed on a person
with respect to an employee benefit plan pursuant to said Act of Congress shall
be deemed "fines"; and action taken or omitted by a person with respect to an
employee benefit plan in the performance of such person's duties for a purpose
reasonably believed by such person to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose which is not
opposed to the best interests of the corporation.

SECTION 5.4. Contractual Nature. The foregoing provisions of this
Article V shall be deemed to be a contract between the corporation and each
director and officer who serves in such capacity at any time while this Article
is in effect. Neither any repeal or modification of this Article or, to the
fullest extent permitted by the laws of Delaware, any repeal or modification of
laws, shall affect any rights or obligations then existing with respect to any
state of facts then or theretofore existing or any action, suit or proceeding
theretofore or thereafter brought based in whole or in part upon any such state
of facts.

SECTION 5.5. Construction. For the purposes of this Article V,
references to "the corporation" include in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers and employees or agents, so that any person who is or was a
director or officer of such constituent corporation or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise or as a member of any committee or similar body shall stand in the
same position under the provisions of this Article with respect to the resulting
or surviving corporation as such person would have with respect to such
constituent corporation if its separate existence had continued.

ARTICLE 6

DEPOSITORIES, CONTRACTS AND OTHER INSTRUMENTS

SECTION 6.1. Depositories. The chairman of the board, the vice chairman
of the board, the president, the treasurer, and any vice-president of the
corporation whom the Board of Directors authorizes to designated depositories
for the funds of the corporation are each authorized to designate depositories
for the funds of the corporation deposited in its name and the signatories and
conditions with respect thereto in each case, and from time to time, to change
such depositories,

<PAGE> 15

signatories and conditions, with the same force and effect as if each such
depository, the signatories and conditions with respect thereto and changes
therein had been specifically designated or authorized by the Board of
Directors; and each depository designated by the Board of Directors or by the
chairman of the board, the vice chairman of the board, the president, the
treasurer, or any such vice-president of the corporation, shall be entitled to
rely upon the certificate of the secretary or any assistant secretary of the
corporation setting forth the fact of such designation and of the appointment of
the officers of the corporation or of other persons who are to be signatories
with respect to the withdrawal of funds deposited with such depository, or from
time to time the fact of any change in any depository or in the signatories with
respect thereto.

SECTION 6.2. Execution of Instruments Generally. In addition to the
powers conferred upon the chairman of the board in Section 4.01 and the vice
chairman of the board in Section 4.02 and except as otherwise provided in
Section 6.01 of this Article VI, all contracts and other instruments entered
into in the ordinary course of business requiring execution by the corporation
may be executed and delivered by the president, the treasurer, or any vice
president and authority to sign any such contracts or instruments, which may be
general or confined to specific instances, may be conferred by the Board of
Directors upon any other person or persons. Any person having authority to sign
on behalf of the corporation may delegate, from time to time, by instrument in
writing, all or any part of such authority to any person or persons if
authorized so to do by the Board of Directors.

ARTICLE 7

SHARES AND THEIR TRANSFER

SECTION 7.1. Certificate for Shares. Every owner of one or more shares
in the corporation shall be entitled to a certificate, which shall be in such
form as the Board of Directors shall prescribe, certifying the number and class
of shares in the corporation owned by him. When such certificate is
counter-signed by an incorporated transfer agent or registrar, the signature of
any of said officers may be facsimile, engraved, stamped or printed. The
certificates for the respective classes of such shares shall be numbered in the
order in which they shall be issued and shall be signed in the name of the
corporation by the chairman of the board or the vice chairman of the board, or
the president or a vice president, and by the secretary or an assistant
secretary or the treasurer or an assistant treasurer. A record shall be kept of
the name of the person, firm, or corporation owning the shares represented by
each such certificate and the number of shares represented thereby, the date
thereof, and in case of cancellation, the date of cancellation. Every
certificate surrendered to the corporation for exchange or transfer shall be

<PAGE> 16

cancelled and no new certificate or certificates shall be issued in exchange for
any existing certificates until such existing certificates shall have been so
cancelled.

SECTION 7.2. Lost, Destroyed and Mutilated Certificates. If any
certificates for shares in the corporation become worn, defaced, or mutilated
but are still substantially intact and recognizable, the directors or authorized
officers, upon production and surrender thereof, shall order the same cancelled
and shall issue a new certificate in lieu of same. The holder of any shares in
the corporation shall immediately notify the corporation if a certificate
therefor shall be lost, destroyed, or mutilated beyond recognition, and the
corporation may issue a new certificate in the place of any certificate
theretofore issued by it which is alleged to have been lost or destroyed or
mutilated beyond recognition, and the Board of Directors may, in its discretion,
require the owner of the certificate which has been lost, destroyed, or
mutilated beyond recognition, or his legal representative, to give the
corporation a bond in such sum and with such surety or sureties as it may
direct, not exceeding double the value of the stock, to indemnify the
corporation against any claim that may be made against it on account of the
alleged loss, destruction, or mutilation of any such certificate. The Board of
Directors may, however, in its discretion, refuse to issue any such new
certificate except pursuant to legal proceedings, under the laws of the State of
Delaware in such case made and provided.

SECTION 7.3. Transfers of Shares. Transfers of shares in the
corporation shall be made only on the books of the corporation by the registered
holder thereof, his legal guardian, executor, or administrator, or by his
attorney thereunto authorized by power of attorney duly executed and filed with
the secretary of the corporation or with a transfer agent appointed by the Board
of Directors, and on surrender of the certificate or certificates for such
shares properly endorsed or accompanied by properly executed stock powers and
evidence of the payment of all taxes imposed upon such transfer. The person in
whose name shares stand on the books of the corporation shall, to the full
extent permitted by law, be deemed the owner thereof for all purposes as regards
the corporation.

SECTION 7.4. Regulations. The Board of Directors may make such rules
and regulations as it may deem expedient, not inconsistent with these bylaws
concerning the issue, transfer, and registration of certificates for shares in
the corporation. It may appoint one or more transfer agents or one or more
registrars, or both, and may require all certificates for shares to bear the
signature of either or both.

ARTICLE 8

SEAL

<PAGE> 17

SECTION 8.1. Corporate Seal. The Board of Directors may provide a
corporate seal, which shall be circular and contain the name of the corporation
engraved around the margin and the words "corporate seal", the year of its
organization, and the word "Delaware".

<PAGE> 1
Exhibit 4.1
[PHOTOS] [TOO, INC. LOGO]
<TABLE>
<S> <C> <C>
Incorporated under the laws of the State of Delaware. This certificate is
transferable in Columbus, Ohio or New York, New York

This Certifies That

[FLOWER LOGO] PARTNER [FLOWER LOGO]

Is the Owner of

[LIMITED TOO LOGO] FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF [LIMITED TOO LOGO]

Too, Inc. transferable on the books of the Corporation by the holder hereof
in person or by duly authorized attorney upon surrender of this certificate
properly endorsed. This certificate and the shares represented hereby are issued
and shall be held subject to all the provisions of the Articles of Incorporation
and amendments thereto as filed in the office of the Secretary of State of
Delaware, to which the holder by acceptance hereof, assents. This certificate is
not valid unless countersigned and registered by the Transfer Agent and
Registrar.

In Witness Whereof, the Corporation has caused this certificate to be
executed by the facsimile signatures of its duly authorized officers.

/s/ Mike Rayden /s/ Kent Kleeberger
AUTHORIZED SIGNATURE
PRESIDENT CHIEF FINANCIAL OFFICER
Countersigned and Registered: First Chicago Trust Company of New York,
Transfer Agent and Registrar

[FLOWERS LOGO]
</TABLE>

<PAGE> 1

Exhibit 10.2

CONFORMED COPY
STORE LEASES AGREEMENT
----------------------

This STORE LEASES AGREEMENT is entered into as of August 23, 1999 (this
"AGREEMENT"), by and among THE LIMITED STORES, INC. ("TLS"), VICTORIA'S SECRET
STORES, INC. ("VICTORIA'S SECRET"), LERNER NEW YORK, INC. ("LERNER"), EXPRESS,
LLC ("EXPRESS"), STRUCTURE, INC. ("STRUCTURE"), THE LIMITED, INC. ("LIMITED")
and TOO, INC., a Delaware corporation and successor to Limited Too, Inc. ("TOO,
INC.").

WITNESSETH:

WHEREAS, each of TLS, Victoria's Secret, Lerner, Express and Structure
are subsidiaries of Limited;

WHEREAS, one of TLS, Victoria's Secret, Lerner, Express or Structure is
the prime tenant (as to each individual lease, the "PRIME TENANT") under each of
the lease agreements described on SCHEDULE 1 hereto;

WHEREAS, prior to the date hereof, Too, Inc. has occupied all or a
portion of the premises leased by such Prime Tenant under such lease agreements,
as such premises are described on SCHEDULE 1 hereto, without a written
agreement;

WHEREAS, the parties hereto desire to memorialize their prior
agreements and understandings with respect to such premises, as such agreements
and understandings are amended by this Agreement;

WHEREAS, Too, Inc. leases directly the additional premises described on
SCHEDULE 2 hereto, all of which are presently guaranteed by Limited;

WHEREAS, all of Too, Inc.'s premises described on SCHEDULE 1 hereto and
all of Too, Inc.'s directly-leased premises described on SCHEDULE 3 hereto are
adjacent to or shared with premises of a Prime Tenant; and

WHEREAS, as a consequence of the spin-off of Too, Inc. by Limited
pursuant to the Distribution Agreement dated as of August 23, 1999 between
Limited and Too, Inc. (the "DISTRIBUTION AGREEMENT"), Too, Inc. will no longer
be an Affiliate (as hereafter defined) of Limited or the Prime Tenants, Limited,
each Prime Tenant and Too, Inc. desire to evidence their agreement relating to
the shared occupancy of such premises as well as the continuation of Limited's
guarantees of Too, Inc.'s directly-leased premises, in each case upon the terms
and conditions set forth below.

NOW, THEREFORE, in consideration of the covenants set forth herein, the
parties agree as follows:

<PAGE> 2

1. Definitions.
------------

As used in this Agreement the following terms will have the following
meanings, applicable both to the singular and the plural forms of the terms
described:

"ADJACENT PREMISES" means premises where, as of the date
hereof, Too, Inc. stores are either adjacent to, not fully separated
from or operated as a department within, a Prime Tenant store. As of
the date hereof, such premises constitute all of the Subleased Premises
plus the additional premises listed on SCHEDULE 3 hereto.

"AFFILIATE" means a corporation, partnership, limited
liability company or other business entity, which, directly or
indirectly, controls, is controlled by, or is under common control
with, another corporation, partnership, limited liability company or
other business entity. If more than 50 percent of the voting stock of a
corporation is owned by another corporation, partnership, limited
liability company or other business entity, the corporation whose stock
is so owned shall be deemed to be controlled by the corporation,
partnership, limited liability company or business entity owning such
stock.

"DISTRIBUTION DATE" is defined in the Distribution Agreement.

"EXCESS RENT" means, in respect of any Leased Premises, rent
or any other amount payable under the relevant Prime Lease, which is
calculated on the basis of a fixed percentage of sales over a
pre-determined sales level, and is in addition to the fixed base rent
or other fixed payment required by the relevant Prime Lease.

"GROSS SALES" shall mean the term (or any similar term) used
in the relevant Prime Lease to determine the basis for calculating the
payments due to the landlord thereunder, regardless of whether the
relevant Prime Lease refers to such term as gross sales, net sales or a
similar term. In the absence of any such term being defined in the
applicable Prime Lease, "GROSS SALES" shall have the meaning attributed
thereto in the Lease Agreement dated September 10, 1998 between Too,
Inc. and Charleston Town Center Company, Ltd., for space located at
Charleston Town Center in Charleston, West Virginia.

"GUARANTEED LEASE" means, as of the date hereof, each Too,
Inc. lease set forth on SCHEDULE 2 hereto, as such Schedule may be
deemed modified after the date hereof in accordance with Section 23 and
as such Schedule may be amended from time to time by agreement of all
parties to

<PAGE> 3

the relevant Guaranteed Lease; all such leases are collectively
referred to as the "GUARANTEED LEASES."

"LANDLORD" means the landlord under a Prime Lease.

"LEASE TERM" means, in respect of any Prime Lease, the initial
term of such Prime Lease, excluding any renewal or extension option
thereunder.

"LEASED PREMISES" means the premises in which a Prime Tenant
has a leasehold interest under a Prime Lease or all such premises
collectively, as the context may require.

"PERCENTAGE RENT" means, in respect of any Leased Premises,
monthly rent which, in lieu of a fixed monthly rent or any other amount
payable under the relevant Prime Lease, is calculated exclusively as a
percentage of the gross sales of the tenant of such Leased Premises for
such month.

"PRIME LEASE" means each of the leases described on SCHEDULE
1; all such leases are collectively referred to as the "PRIME LEASES."

"RATABLY" means, in respect of any Leased Premises, divided
equally among all persons occupying any portion of such Premises
(regardless of the portion of such Premises which each person occupies
or uses).

"SPACE SIZE RATIOS" means,

(i) in respect of any Subleased Premises, the ratio of (x) the
size of the selling space in the Subleased Premises to (y) the size of
the selling space in the entire Leased Premises and

(ii) in respect of the portion of the Leased Premises retained
by the Prime Tenant, the ratio of (x) the size of the selling space in
such retained premises to (y) the size of the selling space in the
entire Leased Premises.

All such sizes, as of the date hereof, are as reflected on SCHEDULE 1.
The applicable Space Size Ratios shall be adjusted accordingly in the
event of any change in the size of either a Leased Premises or a
Subleased Premises, or in the event of the presence of any other
tenants in the Leased Premises, but shall not be adjusted solely due to
a reallocation between the total amount of selling space and the total
amount of storage space in a given Leased Premises or Subleased
Premises.

<PAGE> 4

"STORE SEPARATION COSTS" means all costs reasonably necessary
to physically separate, in a manner and to an extent mutually
satisfactory to Limited, the applicable Prime Tenant and Too, Inc., the
Prime Tenant store from the corresponding Too, Inc. Adjacent Premises,
including any segregation of selling or storage space, construction of
firewalls, construction of access corridors, necessary modifications to
the HVAC system or utilities (e.g. to enable separate metering) and,
where applicable, purchase of cabinets and fixtures for use on the
newly constructed separation wall, in each case on both sides of a
separation wall and of comparable quality to other cabinets and
fixtures already used in the relevant store.

"SUBLEASED PREMISES" means the portion of the Leased Premises
occupied by Too, Inc. in accordance with this Agreement, individually
or collectively, as the context may require. Each of the Subleased
Premises on the date hereof is described on SCHEDULE 1 hereto.

2. Sublease.
---------

Each Prime Tenant, in consideration of the covenants and agreements to
be performed by Too, Inc. and upon the terms and conditions hereinafter stated,
does hereby sublease, demise and let unto Too, Inc., and Too, Inc. does hereby
sublease from each Prime Tenant, each of the Subleased Premises upon the terms
and conditions set forth below.

3. Priority of Prime Lease.
------------------------

(a) Except to the extent otherwise expressly set forth in this
Agreement, this Agreement, as it relates to the Subleased Premises, is expressly
subject and subordinate to the applicable Prime Lease and all the terms,
conditions and covenants therein contained. Except to the extent otherwise
expressly set forth in this Agreement, in which event the terms of this
Agreement shall prevail, all the terms, covenants and conditions of a Prime
Lease shall be applicable with respect to the corresponding Subleased Premises
with the same force and effect as if Prime Tenant were the landlord under the
Prime Lease and Too, Inc. were the tenant thereunder and the provisions of the
Prime Lease are incorporated herein by reference with the same force and effect
as if they were fully set forth herein.

(b) Too, Inc. agrees that nothing in this Agreement shall be deemed to
grant Too, Inc. any rights that would conflict with any of the covenants and
conditions of the Prime Lease, and Too, Inc. agrees that it will do nothing in,
on or about the Subleased Premises that would result in the breach by Prime
Tenant of its undertakings and obligations under the Prime Lease. Too, Inc.
hereby assumes and shall fully perform and discharge, with regard to the
Subleased

<PAGE> 5

Premises, all the obligations of Prime Tenant as tenant under the Prime Lease
during the Lease Term and shall abide by and adhere to all restrictions and all
other terms, covenants and conditions of the Prime Lease. Nothing contained in
this Agreement shall be construed as a guarantee by Prime Tenant of any of the
obligations, covenants, warranties, agreements or undertakings of the Landlord
in the Prime Lease, nor as an undertaking by Prime Tenant to Too, Inc. on the
same or similar terms as are contained in the Prime Lease.

(c) In the event of any breach by Too, Inc. of any term, covenant or
condition of this Agreement, in addition to the rights and remedies provided in
this Agreement, Prime Tenant shall have all the rights against Too, Inc. as
would be available to the Landlord against Prime Tenant as tenant under the
applicable Prime Lease if such breach were by Prime Tenant thereunder, including
the right to terminate the sublease under circumstances and upon notice to Too,
Inc. that is similar to that which the applicable Landlord would be entitled to
assert against Prime Tenant under the applicable Prime Lease.

4. Term; Renewals.
---------------

(a) The term of the sublease granted herein with respect to each of the
Subleased Premises shall be coextensive, less one day, with the Lease Term of
the corresponding Prime Lease, unless sooner terminated as provided herein. Too,
Inc. acknowledges that the Lease Term shall not include renewal or extension
options exercisable by Prime Tenant (whether or not Prime Tenant in fact
exercises same) and that the exercise of any such option shall be determined by
Prime Tenant in its sole and absolute discretion.

(b) Prime Tenant will notify Too, Inc. no later than the 60th day prior
to the expiration of any renewal or extension option in respect of the Prime
Lease if Prime Tenant has determined not to exercise any such option, and will
first offer to assign the Prime Lease to Too, Inc., to the extent permitted
under such Prime Lease or by the Landlord, or otherwise to cooperate with Too,
Inc. to allow Too, Inc., in its discretion, to exercise any such option with
respect to the Leased Premises, so long as Limited and its Affiliates have no
responsibility or liability under the Prime Lease after expiration of the Lease
Term (without giving effect to such renewal option). If Too, Inc. decides to,
and is permitted to, assume the Prime Lease on such terms, then Too, Inc. shall
assume responsibility for and pay any and all costs relating to such premises
(including, without limitation, all liabilities and obligations under the Prime
Lease as so extended). Too, Inc. acknowledges that in the event of any
expiration of a Lease Term, this Agreement shall terminate with respect to the
corresponding Prime Lease.

(c) If Prime Tenant desires to renew or extend a Prime Lease, then it
shall notify Too, Inc. thereof no later then 60 days prior to the expiration of
the applicable Prime Lease. Within 10 days of Too, Inc.'s receiving such notice,
it

<PAGE> 6

shall notify Prime Tenant as to whether it wishes to remain in the Leased
Premises. If both parties have decided to renew or extend their respective lease
arrangements, then, unless otherwise agreed, the parties shall each negotiate
and enter into separate lease arrangements with the applicable Landlord with
respect their respective premises, and the parties shall divide Ratably all
Store Separation Costs relating to such premises. If Prime Tenant intends to
extend or renew the Prime Lease notwithstanding that Too, Inc. has not elected
to continue its sublease arrangements, and Prime Tenant does not intend to use
all of the floor space in the Prime Lease, then Prime Tenant shall assume
responsibility for and pay all Store Separation Costs which the Landlord may
require in relation to such premises in exchange for Landlord's consent to such
renewal or extension.

5. Utilities/Other Services.
-------------------------

(a) Except as otherwise specified herein, the only services, utilities
or rights to which Too, Inc. is entitled under this Agreement with respect to
the Subleased Premises are those to which the applicable Prime Tenant is
entitled from the Landlord under the applicable Prime Lease and Prime Tenant
shall have no liability to Too, Inc. for the failure to provide such services,
utilities or rights unless such failure is the result of some act or omission of
Prime Tenant under the Prime Lease. In addition, Too, Inc. shall not, without
the consent of Prime Tenant, claim any entitlement to utility services greater
than that which it was receiving (if Too, Inc. was in possession) prior to the
date hereof.

(b) If any utility services to the Leased Premises are not separately
metered as between the Subleased Premises and the remainder of the Leased
Premises, the accounts shall be in the name of Prime Tenant, or the Landlord if
required by the Prime Lease, and the payments to the utility companies or the
Landlord, as the case may be, shall be shared pro rata by Too, Inc., Prime
Tenant and any other occupant of the premises based on their respective Space
Size Ratios, and without regard to consumption. Either party shall have the
right to cause the utility services furnished to their respective premises to be
separately metered or sub-metered, subject to applicable law and the obtaining
of any necessary consent from the Landlord and provided that the party causing
separate metering or sub-metering pays all costs and expenses related thereto
and that the other party's utility services are not thereby diminished. For so
long as utility services in respect of the Subleased Premises are paid for by
Landlord or Prime Tenant, they shall be considered to be "monetary obligations"
for purposes of Section 6 and invoiced and paid in accordance therewith.

<PAGE> 7

6. Monetary Obligations Under the Prime Lease.
-------------------------------------------

(a) Except as specified in Section 7 and except with respect to
Percentage Rent, all monetary obligations of Prime Tenant (including, without
limitation, base, fixed or minimum rent, common area maintenance charges, real
estate taxes and assessments, insurance charges, waste removal, merchants
association dues, marketing, advertising and other promotional fund
contributions, utilities (if applicable), HVAC and chilled water charges,
whether same are payable pursuant to the Prime Lease, any other covenant or
restriction, or otherwise) shall be shared pro rata by Too, Inc. and Prime
Tenant in proportion to their respective Space Size Ratios. Any Excess Rent
payable under a Prime Lease shall be paid exclusively by Prime Tenant, and shall
not be passed on to, or payable by, Too, Inc.

(b) On or before the 14th day of each fiscal month of Limited, the
Prime Tenant shall provide an invoice to Too, Inc. setting forth Too, Inc.'s pro
rata share of the subsequent fiscal month's estimated monetary obligations for
all Subleased Premises. To the extent that the estimated payment invoiced by
Prime Tenant in respect of any such fiscal month ultimately differs from Too,
Inc.'s pro rata share of the monetary obligations actually incurred by Prime
Tenant in such fiscal month, Prime Tenant's monthly invoice in the following
fiscal month shall include an adjustment to correct such difference; provided
that any failure by Prime Tenant to effect such adjustment shall not preclude
such Prime Tenant from effecting such adjustment at any subsequent time. Too,
Inc. shall pay to the Prime Tenant, on or before the last day of each fiscal
month of Limited, the amount so invoiced. Too, Inc. may request to audit the
source of Prime Tenant's billing records up to twice per year. All costs of any
such audit will be paid by Too, Inc. unless the audit reveals there to have been
an overcharge by Limited in excess of 5%, in which case the costs of such audit
shall be shared equally by Limited and Too, Inc.. The scope of any audits will
be limited to charges paid by the Prime Tenant and invoiced to Too, Inc. All
monthly payments by Too, Inc. will be due regardless of any dispute regarding
any payments hereunder; and retroactive adjustments, if any, will be paid
following dispute resolution procedure set forth in Section 34. Any remedial
payments made by either party shall be without interest, except that remedial
payments relating to a period ending more than 30 days prior to the commencement
of the applicable audit shall bear interest at the prime rate (as quoted from
time to time in the Wall Street Journal).

(c) If rent under a Prime Lease is based upon Percentage Rent, then
such rent shall be divided between Prime Tenant and Too, Inc. in proportion to
the percentage which each party's Gross Sales in the store occupied under such
Prime Lease represents of the total Gross Sales attributable to such store. Too,
Inc. shall pay its share of the Percentage Rent to Prime Tenant for any fiscal
month on or before the last day of the following fiscal month.

<PAGE> 8

(d) Too, Inc. agrees to provide the relevant Prime Tenant promptly with
all sales and other information as may be reasonably requested by such Prime
Tenant in connection with the calculation of the Prime Tenant's monetary
obligations to the relevant landlord required under the relevant Prime Lease or
in connection with Prime Tenant's calculation of Percentage Rent or Excess Rent.
At Prime Tenant's request, Too, Inc. shall certify the accuracy of any
information so submitted.

(e) All obligations of Too, Inc. hereunder shall survive the
termination of the relevant Prime Lease or the sublease hereunder for the same
period that the relevant Prime Tenant has any obligation to the relevant
Landlord.

7. Non-Monetary Obligations.
-------------------------

(a) Except as set forth in subsection (b), if any non-monetary
obligation of the tenant under a Prime Lease, other than those for which
specific provision is made in this Agreement, is not attributable either to the
Subleased Premises exclusively or the remainder of the Leased Premises
exclusively (e.g., the maintenance of insurance or the repair of any HVAC unit
serving the entire Leased Premises or the roof), such obligation shall be
performed by Prime Tenant and the cost of performing same shall be shared pro
rata by Too, Inc. and Prime Tenant based on their respective Space Size Ratios,
unless the parties have agreed to a different cost-sharing arrangement under a
separate written agreement.

(b) If any individual capital expenditure or repair is estimated to be
in excess of $50,000, Prime Tenant shall notify Too, Inc. of such estimate prior
to entering into any binding agreement with respect thereto, and Too, Inc. shall
have the right (i) to challenge such estimate or find a lower estimate within 10
business days of receiving such notice from Prime Tenant and (ii) to decline to
share the costs of such capital expenditure or repair if the remaining term of
the applicable sublease is less than one year (unless such expenditure or repair
is reasonably necessary or is mandated by the Prime Lease, in which case Too,
Inc. may pay only its ratable share of the costs of any reasonable, lower cost
alternative which would be permissible under the Prime Lease if the Prime Tenant
were not renewing the Prime Lease upon its expiration).

8. Tenant Inducements.
-------------------

(a) The parties acknowledge that all monetary tenant inducements
arising prior to the date hereof, including, without limitation, tenant
improvement allowances and moving allowances, under a Prime Lease have been or
will be received by Prime Tenant for its sole and exclusive benefit, unless the
parties have made prior arrangements (through a written agreement) to share any
such monetary inducement. Except as specified in paragraph (c), all monetary
inducements arising after the date hereof, including, without limitation, tenant
improvement allowances, moving allowances and key money, under a Prime

<PAGE> 9

Lease shall be shared pro rata by Too, Inc. and Prime Tenant based on the
applicable Space Size Ratios, unless otherwise agreed by the parties under a
separate written agreement. Any reporting obligation to Landlord arising under
Section 110 of the Internal Revenue Code in respect of tenant inducements shall
be effected jointly by Prime Tenant and Too, Inc. if such tenant inducements
relate wholly or partially to the Subleased Premises.

(b) Except as specified in paragraph (c), if a Prime Tenant is entitled
to an abatement or reduction of rent (e.g., as a result of a condemnation or
casualty) under a Prime Lease, as same exists as of the date hereof, Too, Inc.
shall be entitled to a share of such abatement or reduction of rent in an
equitable manner taking into account the extent to which the Subleased Premises
are affected by the circumstances resulting in such abatement or rent reduction.

(c) If a Prime Tenant or Limited recovers from a landlord under a Prime
Lease, whether before, on or after the Distribution Date, any amounts in respect
of such Prime Lease (including without limitation common area charges,
maintenance or related charges) in respect of any period ending on or prior to
the Distribution Date, such amounts shall belong exclusively to Prime Tenant or
Limited (regardless of whether such amounts are actually paid or take the form
of a reduction or abatement in rent or other charges otherwise subsequently
payable to Landlord under the Prime Lease). If, however, Prime Tenant becomes
entitled at any time after the Distribution Date to any abatement or reduction
in common charges, maintenance or related charges relating, in each case, solely
to the period or periods commencing after the Distribution Date, then Prime
Tenant and Too, Inc. shall share such abatement or reduction in proportion to
their respective Space Size Ratios after the party incurring any out-of-pocket
costs and expenses related to obtaining such abatements and reductions has been
fully reimbursed for such costs and expenses.

9. Tenant Termination Rights.
--------------------------

Subject only to Prime Tenant's obligations set forth in Section 18, all
rights of the tenant to terminate a Prime Lease, including, without limitation,
any "kickout" or "cotenancy" rights or rights to terminate in the event of a
casualty or condemnation or default of the Landlord, shall belong exclusively to
Prime Tenant and may be exercised by Prime Tenant in its sole and absolute
discretion without liability to Too, Inc.; provided, that Prime Tenant will
promptly notify Too, Inc. of its intent to terminate a Prime Lease and will
first offer to assign the Prime Lease to Too, Inc., to the extent permitted
under such Prime Lease or by the Landlord, so long as neither Prime Tenant nor
any of its Affiliates has any responsibility or liability under the Prime Lease
after such assignment. Too, Inc. acknowledges that in the event of any such
termination, this Agreement shall terminate with respect to such Prime Lease.

<PAGE> 10

10. Access; Alterations.
--------------------

(a) The parties acknowledge that certain of the Leased Premises may be
configured in such a manner that Prime Tenant may need access to the Subleased
Premises and Too, Inc. may need access to the remainder of the Leased Premises
for purposes of maintaining or making adjustments or repairs to facilities
(e.g., pipes, conduits, electrical and telecommunication wiring, etc.) serving
such party's premises or for purposes of using restroom facilities or stock or
storage rooms or for such other reasonable purposes. The parties hereby grant
each other access through their respective premises for such purposes, provided
that such access is limited to business hours (or, if outside of regular
business hours, is requested at least 48 hours in advance) and the party
exercising such right does not unreasonably interfere with the business of the
other party.

(b) No party may make any alterations to its premises that would
adversely affect the other party's business or use or occupancy of its premises,
including without limitation any alterations that would (i) reduce the
availability of utilities, HVAC or other services to the other party's premises,
(ii) impair access to the other party's premises or (iii) cause the other
party's premises not to comply with applicable law. No party make may make any
alterations or effect any renovations to its premises without first obtaining
all necessary consents from the Landlord and any other necessary persons, and
ensuring the compliance of such alterations or renovations with applicable
building codes. The party making such alterations or renovations shall bear the
entire cost of obtaining such consents and ensuring such compliance.

(c) If either Prime Tenant or Too, Inc. seeks, in one or more projects
in any twelve consecutive months, to remodel premises which are the subject of a
Prime Lease or which otherwise abut upon Adjacent Premises, and the total
budgeted or actual cost of such renovations exceeds $160,000, then the party
undertaking such renovations shall notify the other party of its renovation
plans and budget and Prime Tenant and Too, Inc. shall cooperate and use
reasonable efforts (i) to obtain the consent of the lessor of such premises to
the physical separation of the Prime Tenant store from the Too, Inc. store and
(ii) to ensure that such renovations comply with all applicable building codes.
If such consent is granted and such codes can be complied with, then the party
undertaking such renovations shall pay all Store Separation Costs reasonably
necessary to physically separate, in a manner and to an extent mutually
satisfactory to Prime Tenant and Too, Inc., the Too, Inc. store premises from
the Adjacent Premises.

11. Assignment and Subletting.
--------------------------

(a) Too, Inc. may not assign this Agreement, or allow it to be
assigned, in whole or in part, by operation of law or otherwise or mortgage or
pledge the same, or sublet the Subleased Premises, or any part thereof (any of
the

<PAGE> 11

foregoing transactions is herein referred to as a "TRANSFER"), without the prior
written consent of Prime Tenant, which consent may be withheld by Prime Tenant
in its sole and absolute discretion without regard to standards of
reasonableness. Notwithstanding the foregoing, but subject to the terms of the
Prime Lease, Too, Inc. may effect a Transfer, without the consent of Prime
Tenant, to an Affiliate of Too, Inc., provided that if at any time after such
permitted Transfer the transferee is no longer an Affiliate of Too, Inc., the
event terminating such affiliation shall be deemed a Transfer subject to Prime
Tenant's consent pursuant to the preceding sentence.

(b) In the event of any Transfer, whether or not Prime Tenant grants
its consent to such Transfer or withholds its consent to such Transfer, Too,
Inc. shall remain fully liable to perform its duties under this Agreement
following a Transfer. If Too, Inc. enters into a Transfer, Too, Inc. shall pay
to Prime Tenant 50% of all consideration received by Too, Inc. in such
transaction (as rent or inducement for such Transfer) that is in excess of the
total sums that Too, Inc. is obligated to pay Prime Tenant under this Agreement,
or the prorated portion thereof if only a portion of the Subleased Premises is
Transferred; provided that if the Prime Lease requires that any such excess
amounts received in connection with any Transfer be remitted to the Landlord
under the Prime Lease, then all such amounts shall be so remitted.

(c) Any proposed Transfer shall also be subject to the restrictions and
requirements set forth in the Prime Lease. Any purported Transfer consummated in
violation of the provisions of this Section 11 shall be null and void and of no
force or effect.

(d) If Prime Tenant intends to assign a Prime Lease or further sublet
the Leased Premises exclusive of the Subleased Premises to a person or entity
that is not an Affiliate of Limited, Prime Tenant shall give Too, Inc. written
notice of such proposed assignment or sublease at least 60 days prior to the
effective date of such assignment or sublease, and Too, Inc. shall have the
right to terminate this Agreement with respect to such Prime Lease by giving
written notice thereof to Prime Tenant prior to such effective date. Too, Inc.'s
termination notice shall specify the termination's effective date, which shall
be no later than 60 days after the effective date of Prime Tenant's assignment
or sublease. If Too, Inc. does not elect to terminate this Agreement with
respect to such Prime Lease or such assignment or sublease is to an Affiliate of
Limited, the following shall be conditions precedent to the effectiveness of
such assignment or sublease:

(i) in the case of an assignment, Prime Tenant shall cause the
assignee to assume and be bound by the terms of this Agreement, but
only to the extent such terms apply to such Prime Lease, and,
notwithstanding such assignment, Prime Tenant shall not be released
from and shall remain

<PAGE> 12

fully liable under the terms of this Agreement with respect to such
Prime Lease; and

(ii) in the case of a sublease, Prime Tenant shall cause the
transferee to acknowledge the rights of Too, Inc. under this Agreement
with respect to the Subleased Premises and the remainder of the Leased
Premises and agree that its possession is subject to such rights of
Too, Inc.

Any sublet or assignment by Prime Tenant to a non-Affiliate under this
Section shall not be deemed to be an early termination of the Prime Lease by
Prime Tenant for purposes of Section 18 hereof unless Prime Tenant, in its
discretion, concludes that such sublease or assignment would materially impair
Too, Inc.'s business as then conducted in the adjacent Subleased Premises.
Furthermore, if, as a condition to such sublease or assignment, the Prime Tenant
is obliged to incur Store Separation Costs

(x) in excess of $160,000, then such costs shall be paid
entirely by Prime Tenant, or

(y) of $160,000 or less, then such costs shall be divided
Ratably by Prime Tenant and Too, Inc.,

and, in either case, the sublessee or assignee shall be relieved of any
obligation it might otherwise have hereunder to pay any such costs in respect of
the subleased or assigned premises

12. Shared Back Rooms in Adjacent Premises.
---------------------------------------

With respect to Adjacent Premises which share back rooms, Prime Tenant
and Too, Inc. agree, as practicable, to take all steps reasonably necessary in
order to physically segregate and secure their respective inventory in such back
rooms. The cost of any renovations necessary to achieve this end shall be
divided Ratably among Prime Tenant, Too, Inc. and any other tenant sharing such
premises.

13. No Default Under Prime Lease.
-----------------------------

(a) Except for any termination or forfeiture of a Prime Lease caused by
an allegation by a Landlord that, as a result of the Distribution (as defined in
the Distribution Agreement), Too, Inc. is not a permitted occupant, Too, Inc.
shall do nothing nor permit anything to be done that would cause the Prime Lease
to be terminated or forfeited because of any right of termination or forfeiture
reserved or vested in the Landlord under the Prime Lease or that would cause
Prime Tenant to be in default under the Prime Lease or to pay damages or any
penalty (e.g., late charges). Except for any termination or forfeiture of a
Prime Lease caused by an allegation by a Landlord that, as a result of the
Distribution, Too, Inc. is not a permitted occupant, or except as may be due to
the default by Prime Tenant under

<PAGE> 13

the Prime Lease, or except as may be due to the negligence or willful misconduct
of Prime Tenant, Too, Inc. shall defend, indemnify and hold harmless Limited and
its Affiliates from and against all claims, damages, losses, liabilities,
obligations and costs (including, without limitation, reasonable attorney's
fees) of any kind arising from any breach or default on the part of Too, Inc. by
reason of which the Prime Lease is or may be terminated or forfeited or Prime
Tenant found to be in default thereunder or the Landlord is or may be entitled
to damages or a penalty.

(b) Except for any termination or forfeiture of a Prime Lease caused by
an allegation by a Landlord that, as a result of the Distribution, Too, Inc. is
not a permitted occupant, Prime Tenant shall do nothing nor permit anything to
be done that would cause the Prime Lease to be terminated or forfeited because
of any right of termination or forfeiture reserved or vested in the Landlord
under the Prime Lease or that would cause Prime Tenant to be in default under
the Prime Lease or to pay damages or any penalty (e.g., late charges); provided
that the foregoing shall not limit the rights of Prime Tenant to early terminate
a Prime Lease pursuant to Section 18. Except for any termination or forfeiture
of a Prime Lease caused by an allegation by a Landlord that, as a result of the
Distribution, Too, Inc. is not a permitted occupant or except as may be due to
the default by Too, Inc. under this Agreement, or except as may be due to the
negligence or willful misconduct of Too, Inc., Prime Tenant shall defend,
indemnify and hold harmless Too, Inc. from and against all claims, damages,
losses, liabilities, obligations and costs (including, without limitation,
reasonable attorney's fees) of any kind arising from any breach or default on
the part of Prime Tenant by reason of which the Landlord is or may be entitled
to damages or a penalty.

14. Prime Leases.
-------------

Limited shall make available to Too, Inc. a copy of any Prime Lease
requested by Too, Inc.. Too, Inc. acknowledges that it has been provided with an
opportunity to make copies of such Prime Leases as it desires, and that it
accepts to be bound by all of the obligations of the Prime Leases as if it were
a party thereto.

15. Consent/Approvals.
------------------

To the extent that the Landlord under a Prime Lease has reserved the
power to consent to or to object to an action to be performed by the tenant
under the Prime Lease, Prime Tenant reserves the same right to consent to or
object to such action by Too, Inc. under this Agreement. If Too, Inc. seeks a
consent or approval from Prime Tenant with respect to any matter to which such
consent or approval is required under this Agreement or the Prime Lease, then
(i) the time period, if any, in which Prime Tenant shall be required to respond
to Too, Inc. shall be extended by ten days after the expiration of any time
period in which the Landlord has to respond under the Prime Lease and (ii) the
denial of such consent

<PAGE> 14

or approval by the Landlord shall be conclusive and binding on Too, Inc.;
provided that, where consent or approval of the Landlord under a Prime Lease is
required, Prime Tenant shall use good faith efforts, unless a different standard
is specified herein with respect to a particular matter, to obtain such consent
or approval from the Landlord, except that nothing herein shall require Prime
Tenant to make any payment, or to amend any terms of such Prime Lease in a way
that would have an adverse effect on Prime Tenant, in respect of such consent or
approval.

16. Default Notice from Landlord.
-----------------------------

If Prime Tenant receives a notice of default from the Landlord with
respect to any matter pertaining to the Subleased Premises or any obligation of
Too, Inc. under this Agreement, Prime Tenant shall immediately notify Too, Inc.
of same in writing, and if Too, Inc. fails to promptly commence the cure of such
default or fails to cure such default as of a date that is at least 15 days
prior to the expiration of the applicable cure period under the Prime Lease,
Prime Tenant shall have the right, but no obligation, to immediately cure such
default and Too, Inc. shall reimburse Prime Tenant for the costs incurred in
connection with curing such default within 30 days after receipt of an invoice
therefor from Prime Tenant.

17. Signage.
--------

Too, Inc. shall have the right to maintain any existing signage it may
have in respect of any Subleased Premises. If Too, Inc. does not have a
storefront sign in respect of any Subleased Premises, Too, Inc. shall have the
right to install a sign on the storefront of such Subleased Premises, provided
the same is permitted under the Prime Lease as well as the Trademark and Service
Mark Licensing Agreement, dated the date hereof, between Limco, Inc. and LimToo,
Inc., and does not impair the rights of Prime Tenant to maintain signage on its
storefront. If any Leased Premises does not have a separate storefront for each
party, the parties shall mutually agree on the locations of their respective
signs.

18. Early Discretionary Termination of Prime Lease by Prime Tenant.
---------------------------------------------------------------

(a) If Prime Tenant decides to early terminate a Prime Lease (other
than pursuant to the exercise of "kickout" rights, "cotenancy" rights or any
right to terminate in the event of a casualty or condemnation or default of the
Landlord), or if any event of default occurs under a Prime Lease attributable to
any cessation of operations by Prime Tenant which could or does give rise to
Landlord's right to early terminate such Prime Lease, then the Prime Tenant
shall offer to assign the Prime Lease to Too, Inc., to the extent permitted
under such Prime Lease or by the Landlord, so long as neither Limited nor any of
its Affiliates has any responsibility or liability under the Prime Lease after
such

<PAGE> 15

assignment. If Too, Inc. elects to assume the entire Prime Lease on such terms,
and the Landlord consents thereto, then the parties shall cause such assignment
to be effective no later than the date on which the Prime Lease would otherwise
have been terminated pursuant to the first sentence hereof (such date, as well
as any date on which a Prime Lease is actually terminated, being herein referred
to as a "LEASE EARLY TERMINATION DATE").

(b) If a Prime Lease has been early terminated in accordance with this
Section 18 then, subject to subsection (c) hereof, Prime Tenant or its
Affiliates shall provide to Too, Inc. a combination of cash and loans for each
Prime Lease so terminated, as set forth below, in accordance with the number of
years remaining in the applicable Lease Term after the applicable Lease Early
Termination Date:

Remaining Term of
Prime Lease Cash Payment Loan Amount
----------- ------------ -----------
Less than one year -- $100,000.00

One to two years $50,000.00 $100,000.00

Three to four years $100,000.00 $100,000.00

Greater than four years $100,000.00 $150,000.00

All such amounts shall be funded by Limited or one of its Affiliates to Too,
Inc. no later than the 90th day after the applicable Lease Early Termination
Date.

(x) (i) Too, Inc. continues to have store operations in excess
of 1,000 square feet of selling space in the shopping mall or other
commercial premises in which the relevant Prime Lease was located
during and after the 90-day period commencing on the applicable Lease
Early Termination Date, or (ii) Too, Inc. reopens another store within
such shopping mall or commercial premises within a year of the Lease
Early Termination Date; and

(y) Too, Inc. shall operate a store in the shopping mall or
other commercial premises in which the corresponding Prime Lease was
located for (A) more than 18 months after (i) the Lease Early
Termination Date, if Too, Inc. maintained a store presence in the
Subleased Premises on and after the Lease Early Termination Date, or
(ii) the date on which Too, Inc. reopened a store in accordance with
clause (x)(ii) above, if Too, Inc. vacated the Subleased Premises on or
before the Lease Early Termination

<PAGE> 16

Date or (B) the remainder of the lease term for the stores where the
balance of the Prime Lease term is less than a year.

(d) Any loans made available by Limited or its Affiliates pursuant to
subsection (b) hereof shall have the following terms: (i) principal of the loan
shall be repaid in one installment on the fifth anniversary of the making of
such loan, (ii) interest shall accrue at a rate equal to Limited's five-year
borrowing rate in effect from time to time and shall be payable annually in
arrears by Too, Inc, (iii) each loan shall be prepayable in whole or in part
(together with accrued but unpaid interest thereon) at any time prior to the due
date, and (iv) each loan shall have other terms and conditions customary for
similar loans.

(e) At any time after Limited or its Affiliates have closed pursuant to
this Section 18 an aggregate of 98 stores to which Too, Inc. has Adjacent
Premises, Limited or one of its Affiliates shall, subject to subsection (c)
hereof, pay to Too, Inc. no later than the 90th day after the applicable Lease
Early Termination Date an additional cash payment of $50,000 (which amount shall
be in addition to any other cash or loan amount payable to Too, Inc. under this
Section 18) for each additional Limited store (x) which a Prime Tenant closes,
(y) to which Too, Inc. has Adjacent Premises and (z) as to which the remaining
term of the Prime Lease at the time of such closure is greater than four years.

(f) If, on any date after the payment to Too, Inc. of any compensatory
amounts pursuant to this Section 18, Too, Inc. loses its right to such
compensation pursuant to paragraph (c) hereof, then Too, Inc. shall promptly
after the date of such loss (and in any event no later than the 60th day after
the date of such loss) repay to Limited (x) all cash amounts paid to Too, Inc.
under this Section 18 (together with interest accrued on such cash payments from
the date of Too, Inc.'s non-compliance through the date of repayment by Too,
Inc. at a rate equal to the rate of interest charged to Too, Inc. on the loans
extended pursuant to Section 18) and (y) all loans (together with accrued but
unpaid interest thereon through the date of repayment) extended to Too, Inc., in
each case with respect to the store or stores for which compensation was
provided to Too, Inc. pursuant to paragraphs (b) or (e) hereof.

(g) Too, Inc. acknowledges that any amount received pursuant to this
Section 18 shall constitute complete satisfaction of any claims that it might
otherwise have against Limited or any Affiliate of Limited, whether in tort or
contract, in any way related to Prime Tenant's early termination of a Prime
Lease, and hereby waives, to the maximum extent permitted by law, any such
claim. Too, Inc. hereby also waives any right, claim or entitlement that it may
have to any other type or amount of payment for any early termination of a Prime
Lease by Prime Tenant, regardless of the actual costs incurred by Too, Inc., any
loss of business to Too, Inc., any consequential damages or losses to Too, Inc.
or any

<PAGE> 17

disruption experienced by Too, Inc. as a result of such early termination by
Prime Tenant.

(h) Any cash payment made pursuant to this Section 18 (exclusive of
loan amounts) in connection with the termination of a store occupying Subleased
Premises is being made in cancellation of the sublease hereunder, in accordance
with Section 1241 of the Internal Revenue Code. Too, Inc. and each Prime Tenant
hereby expressly acknowledge that Prime Tenant is receiving no present or future
benefit in respect of such cancellation in connection with the Leased Premises
or other premises.

(i) Too, Inc. agrees that if it enters into any agreement or instrument
providing for an incurrence or guarantee of indebtedness for borrowed money by
Too, Inc. or any of its subsidiaries (including without limitation any agreement
or instrument relating to term loans, revolving loans, lines of credit,
reimbursement obligations in respect of letters of credit, notes or bonds), it
shall provide in such agreement or instrument that all obligations of Too, Inc.
or its subsidiaries thereunder shall be subordinated to the obligations of Too,
Inc. arising under the loans contemplated by this Section 18; provided that the
foregoing shall not apply to the credit agreement to be entered into by Too,
Inc. prior to the Distribution Date in connection with the spin-off of Too, Inc.
to the shareholders of Limited, or any interest rate, currency exchange rate or
commodity price hedging arrangements entered into with lenders party thereto or
any of their affiliates or any refinancing or replacement thereof (unless such
refinancing or replacement of any such credit agreement provides for a maximum
borrowing greater than 104.5% of the maximum borrowing under the original credit
agreement).

(j) All obligations of Limited under paragraphs (b) and (e) shall
terminate if Too, Inc. fails to comply with its obligations hereunder with
respect to two or more stores and such failure continues for 30 days.

19. Indemnity; Subrogation.
-----------------------

(a) Prime Tenant shall defend, indemnify and hold harmless Too, Inc.
and its employees, officers, directors, partners and agents against and from any
and all claims, liabilities, demands, fines, suits, actions, proceedings,
orders, decrees and judgments (collectively, "CLAIMS") of any kind or nature by,
or in favor of, anyone whomsoever, and against and from any and all costs,
damages and expenses, including attorneys' fees, resulting from, or in
connection with, loss of life, bodily or personal injury or property damage (i)
arising, directly or indirectly, out of, or from, or on account of any accident
or other occurrence in, upon or from the Leased Premises exclusive of the
Subleased Premises or (ii) occasioned in whole or in part through the use and
occupancy of the Leased Premises exclusive of the Subleased Premises or any
construction, repair, alterations or improvements therein or appurtenances
thereto, or by any act or

<PAGE> 18

omission of Prime Tenant or any subtenant, concessionaire or licensee of Prime
Tenant (other than Too, Inc. or any of its Affiliates), or its employees,
agents, contractors or invitees in, upon, at or from the Leased Premises
exclusive of the Subleased Premises.

(b) Too, Inc. shall defend, indemnify and hold harmless Limited and its
Affiliates, employees, officers, directors, partners and agents against and from
any and all Claims of any kind or nature by, or in favor of, anyone whomsoever,
and against and from any and all costs, damages and expenses, including without
limitation attorneys' fees, resulting from, or in connection with, loss of life,
bodily or personal injury or property damage (i) arising, directly or
indirectly, out of, or from, or on account of any accident or other occurrence
in, upon or from the Subleased Premises or (ii) occasioned in whole or in part
through the use and occupancy of the Subleased Premises or any construction,
repair, alterations or improvements therein or appurtenances thereto, or by any
act or omission of Too, Inc. or any subtenant, concessionaire or licensee of
Too, Inc., or its employees, agents, contractors or invitees in, upon, at or
from the Subleased Premises.

(c) Each party hereto (the "RELEASING PARTY") hereby releases the other
(the "RELEASED PARTY"), from any loss, damage, claim or liability which the
Released Party would, but for this Section 19(c), have had to the Releasing
Party arising out of or in connection with any damage to the property of the
Releasing Party to the extent such damage or the cause thereof is covered by
insurance maintained by the Releasing Party. Such insurance coverage maintained
shall be deemed to include any deductible or self-insured retention in effect or
permitted pursuant to this Agreement. SUCH RELEASE SHALL EXTEND TO ANY LOSS,
DAMAGE, CLAIM OR LIABILITY THAT MAY HAVE RESULTED IN WHOLE OR IN PART FROM ANY
ACT OR NEGLECT OF THE RELEASED PARTY, ITS OFFICERS, AGENTS OR EMPLOYEES. Each
party hereto shall immediately give to each insurance company which has issued
to it property insurance policies written notice of the terms of such mutual
releases and have such insurance policies properly endorsed, if necessary, to
prevent the invalidation of such insurance coverages by reason of such releases
and to waive the Releasing Party's insurer's right of subrogation that would
exist had the Releasing Party not given the foregoing release.

20. Required Notice Under Prime Lease.
----------------------------------

Too, Inc. shall promptly give written notice to Prime Tenant of (i) all
claims, demands or controversies by or with the Landlord under the Prime Lease
or (ii) any injury, death or property damage arising on or about the Subleased
Premises. Prime Tenant shall promptly give written notice to Too, Inc. of (i)
all claims, demands or controversies by or with the Landlord under the Prime
Lease with respect to the Subleased Premises or (ii) any injury, death or
property damage arising on or about the Leased Premises.

<PAGE> 19

21. Accepting Subleased Premises "As Is".
-------------------------------------

Too, Inc. represents that it is familiar with the Subleased Premises
and has inspected same prior to the date hereof. Too, Inc. accepts and has
accepted possession of the Subleased Premises "as is". Too, Inc. acknowledges
that, notwithstanding anything to the contrary in the Prime Lease, Prime Tenant
has made no representations or warranties with respect to the Subleased Premises
or to the condition thereof.

22. No Waiver.
----------

The failure of a party to insist in any instance upon the strict
keeping, observance or performance of any covenant, agreement, term, provision
or condition of this Agreement or to exercise any election herein contained
shall not be construed as a waiver or relinquishment for the future of such
covenant, agreement, term, provision, condition or election, but the same shall
continue and remain in full force and effect. No waiver or modification by a
party of any covenant, agreement, term, provision or condition of this Agreement
shall be deemed to have been made unless expressed in writing and signed by such
party. No surrender by Too, Inc. of possession of the Subleased Premises or of
any part thereof or of any remainder of the term of this Agreement shall release
Too, Inc. from any of its obligations hereunder.

23. Lease Guarantees.
-----------------

(a) Limited shall continue to guarantee the full amount of lease
payments under each Guaranteed Lease until any of the following occurs in
respect of a Guaranteed Lease:

(i) the initial Lease Term in respect of such Guaranteed Lease
(excluding any renewals or extensions thereunder) expires, or
such Guaranteed Lease earlier terminates according to its
terms;

(ii) the first day on which such Guaranteed Lease is amended,
extended or renewed; or

(iii) the first day on which the landlord under such Guaranteed
Lease consents to any amendment to or waiver under the
Guaranteed Lease (other than any consent, amendment or waiver
relating to the spin-off of Too, Inc. on the Distribution
Date).

Upon the earliest occurrence of any of the preceding with respect to any
Guaranteed Lease, Limited's guarantee obligations in respect of such Guaranteed
Lease shall immediately cease, and such lease shall be deemed to have been
deleted from SCHEDULE 2 hereto.

<PAGE> 20

(b) Limited shall have no obligation to provide any guarantee or other
assurance for any lease entered into, modified or amended by Too, Inc. after the
Distribution Date.

24. Amounts Payable Upon Achievement of Threshold Sales.
----------------------------------------------------

(a) No later than the first Sunday of each fiscal month of Limited,
Too, Inc. shall provide to Limited a data file, in a file format acceptable to
both parties, with the following information: (i) for each store occupying
Subleased Premises, the prior fiscal month's Gross Sales and (ii) for each store
which is the subject of a Guaranteed Lease, the prior fiscal month's total sales
and Excess Rent paid to third party landlords. In furtherance of and not in
limitation of the foregoing, Too, Inc. shall provide to Limited such further
information as Limited may request in order to comply with Limited's obligations
to third party landlords.

(b) In addition to any other amounts payable by Too, Inc. hereunder,
Too, Inc. shall also pay to Limited such additional amounts as are set forth in
SCHEDULE 4 hereto as consideration for Limited's guarantee of the Guaranteed
Leases and for the Prime Tenants' implicit guarantee of Subleased Premises as to
which they are the Prime Tenant. On the 14th day after the end of each fiscal
year of Limited, Limited shall furnish to Too, Inc. an invoice of such
additional amounts, calculated by Limited in accordance with SCHEDULE 4 hereto,
in respect of all Guaranteed Leases and Subleased Premises. Such invoice shall
be accompanied by sufficient supporting detail to enable Too, Inc. to verify the
calculations and the amounts due to Limited. Too, Inc. shall pay all such
amounts in full by no later than 30 days after the submission of such invoice,
whether or not all or any part of any amount so invoiced by Limited is being
disputed by Too, Inc.

25. Notices.
--------

Any notice or demand which either party may or must give to the other
under this Agreement shall be given in the same manner for giving notices under
the Prime Lease, but addressed as follows:

If to Limited or any
Prime Tenant: The Limited, Inc.
Three Limited Parkway
P.O. Box 16000
Columbus, Ohio 43216
(Columbus, Ohio 43230 for non-U.S. mail)
Attn: C. David Zoba,
Senior Vice President

<PAGE> 21

If to Too, Inc.: Too, Inc.
3885 Morse Road
Columbus, Ohio 43219
Attn: Kent A. Kleeberger,
Chief Financial Officer

Either party may, by notice in writing, direct that future notices or demands be
sent to a different address.

26. Successors.
-----------

Subject to Section 11, the covenants and agreements herein contained
shall bind and inure to the benefit of Limited, each Prime Tenant and Too, Inc.
and their respective permitted successors and assigns.

27. Captions.
---------

The captions or headings of paragraphs in this Agreement are inserted
for convenience only, and shall not be considered in construing the provisions
hereof if any question of intent should arise.

28. Severability.
-------------

If any provisions of this Agreement shall be held to be invalid or
unenforceable, the validity and enforceability of the remaining provisions of
this Agreement shall not be affected thereby.

29. Governing Law.
--------------

This Agreement shall be construed in accordance with, and governed by,
the laws of the State of Ohio.

30. Further Assurances.
-------------------

Limited, each Prime Tenant and Too, Inc. shall execute, acknowledge and
deliver such instruments and take such other action as may be necessary or
advisable to carry out their rights and obligations under this Agreement,
including the execution of any agreement or instrument required by the Landlord
under the Prime Lease. In addition, if Too, Inc. or a Prime Tenant desires to
enter into a direct and separate lease with a Landlord for the Subleased
Premises or the remainder of the Leased Premises, respectively, the other party
shall cooperate in good faith and likewise agree to enter into a direct and
separate lease for its premises; provided that such other party's new lease is
for a term equal to the term remaining under the Prime Lease and is on terms at
least as favorable as the terms of this Agreement, in the case of Too, Inc., or
the terms of the Prime Lease, in the case of Prime Tenant; and provided further
that the party initiating a

<PAGE> 22

separate lease shall (i) pay the full amount of all Store Separation Costs
relating to such premises and (ii) perform all of the construction and other
separation services related to such premises (such construction and other
separation services to be performed in a manner which does not unreasonably
interfere with the operations of the other party hereto).

31. Amendment to Prime Lease.
-------------------------

No Prime Tenant may make any amendment to a Prime Lease that would
impair or reduce the rights or increase the obligations of Too, Inc. under this
Agreement, without the written consent of Too, Inc., except that Prime Tenant
shall have the right, without Too, Inc.'s consent, to amend the Prime Lease to
reduce or enlarge the Leased Premises so long as the size and space of the
Subleased Premises is not thereby changed, and in such event the Space Size
Ratios shall be adjusted. Prime Tenant reserves the right to amend a Prime Lease
to switch the rental payments from fixed amounts to Percentage Basis; provided
that such change shall not impair or reduce the rights or increase the
obligations of Too, Inc. under this Agreement except with the written consent of
Too, Inc. Except as otherwise provided in Section 8(c) hereof, any amendments to
a Prime Lease made after the date hereof by Prime Tenant that increases the
rights or reduces the obligations of, or grants monetary or non-monetary
inducements to, Prime Tenant shall be shared ratably (in proportion to the
parties' respective Space Size Ratios) between Prime Tenant and Too, Inc. Prime
Tenant shall furnish Too, Inc. with a copy of any amendment to the Prime Lease.

32. Reasonable Efforts of Prime Tenants.
------------------------------------

To the extent in this Agreement that a Prime Tenant has conveyed to
Too, Inc. such utilities, services and similar entitlements as the Landlord may
provide under a Prime Lease, or to which Prime Tenant may be entitled under a
Prime Lease, Prime Tenant agrees and covenants to use its reasonable efforts to
obtain delivery of same to Too, Inc. With respect to all such entitlements, as
well as any covenants, warranties, representations, obligations or other
agreements of the Landlord (not otherwise expressly limited in this Agreement),
Prime Tenant's "reasonable efforts" shall require the performance by such Prime
Tenant, at Too, Inc.'s reasonable request and at Too, Inc.'s sole cost and
expense, of one or more of the following:

(i) the execution by Prime Tenant and delivery to the
Landlord, promptly following receipt of Too, Inc.'s written request
therefor, of notices, requests and other similar writings; and

(ii) the institution by Prime Tenant, promptly following
receipt of Too, Inc.'s written request therefor, of arbitration (if
permitted under the Prime Lease) or legal proceedings to enforce,
interpret or define the Landlord's obligations under the Prime Lease;
provided that any legal

<PAGE> 23

proceedings instituted by Prime Tenant hereunder shall be under the
exclusive control of Prime Tenant and shall include all reasonable
preliminary and trial proceedings in the court of original
jurisdiction.

Too, Inc. shall defend, indemnify and hold Limited and its Affiliates
harmless from and against any and all court costs, costs of filing, attorneys'
fees and awards resulting from, or incurred in connection with, legal
proceedings instituted by Prime Tenant pursuant to this Section 32.

33. Reasonableness and Good Faith.
------------------------------

Whenever this Agreement grants a Prime Tenant or Too, Inc. the right to
take action, exercise discretion or make other determinations regarding the
Subleased Premises, each party agrees to act reasonably and in good faith unless
a different standard is specified herein.

34. Arbitration.
------------

Except for the non-payment of rental or other charges due by Too, Inc.
under this Agreement (unless Too, Inc. first pays under protest as provided for
below), or in the event that any action or inaction taken by Too, Inc. would
cause a Prime Tenant to be in default under a Prime Lease, all disputes and
disagreements between such Prime Tenant and Too, Inc. shall be resolved pursuant
to an arbitration proceeding pursuant to the rules of the American Arbitration
Association. The provisions of this Agreement contain the sole and exclusive
method, means and procedure to resolve, as between such Prime Tenant and Too,
Inc., any and all disputes or disagreements, including whether any particular
matter constitutes, or with the passage of time would constitute, a default. As
to any matter submitted to arbitration to determine whether it would, with the
passage of time, constitute a default, such passage of time shall not commence
to run until any such affirmative determination, so long as it is simultaneously
determined that the challenge of such matter as a potential default was made in
good faith, except with respect to the payment of money. With respect to the
payment of money, such passage of time shall not commence to run in the event
that the party which is obligated to make the payment does in fact make payment
to the other party. Such payment can be accompanied by a good-faith notice
stating why the party has elected to make a payment under protest. Such protest
will be deemed waived unless the subject matter identified in the protest is
submitted to arbitration pursuant to this Section 34.

35. DEFAULTS. If Too, Inc. fails to comply with its obligations
hereunder with respect to five or more stores and such failure continues for 30
days, then Limited and Prime Tenants shall have the right (but not the
obligation) to treat such failure as a default by Too, Inc. of its obligations
hereunder with respect to any or all of the Subleased Premises. In such event,
Limited may exercise all remedies in respect of any or all of the Subleased
Premises (whether

<PAGE> 24

or not such failure relates to the Subleased Premises with respect to which the
remedies are being exercised by Limited) to the same extent that the Landlord of
such Subleased Premises could exercise remedies against Prime Tenant under the
relevant Prime Lease in the event of a default by such Prime Tenant.

IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed the day and year first written above.

THE LIMITED STORES, INC.