CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
TOLL BROTHERS, INC.
Toll Brothers, Inc., a corporation organized and existing under and by virtue of the Delaware General
Corporation Law (the "Company") DOES HEREBY CERTIFY THAT:
FIRST: At a meeting of the Board of Directors of the Company held on December 14, 2000, the Board of
Directors of the Company adopted resolutions that declared advisable and recommended to the stockholders of
the Company the following amendment to the Company's Certificate of Incorporation and directed that said
amendment be submitted to the Company's stockholders for their consent and approval at the Annual Meeting of
Stockholders on March 22, 2001. The amendment amends Article Four of the Company's Certificate of
Incorporation to read in its entirety as follows:
"Article Four
The corporation is authorized to issue 101,000,000 shares of capital stock, consisting of two (2) classes of
stock, to wit:
(a) Common Stock. The total number of shares of Common Stock which the corporation shall have authority to
issue is One Hundred Million (100,000,000) shares and the par value of each of such shares is One Cent ($.01)
amounting in the aggregate to One Million Dollars ($1,000,000).
(b) Preferred Stock. The total number of shares of Preferred Stock which the corporation shall have authority to
issue is One Million (1,000,000), and the par value of each such share is One Cent ($.01) amounting in the
aggregate to Ten Thousand Dollars ($10,000). The Board of Directors is authorized, subject to the limitations
prescribed by law and the provisions of this Article Four, to provide by adopting a resolution or resolutions, a
certificate of which action shall be filed and recorded in accordance with the General Corporation Law of the
State of Delaware, for the issuance of the Preferred Stock in one or more series, each with such designations,
powers, preferences and rights of the shares, and the qualifications, limitations or restrictions thereof. The number