CERTIFICATE OF DESIGNATION, PREFERENCES
AND RIGHTS OF SERIES A JUNIOR
PARTICIPATING PREFERRED STOCK
TOLL BROTHERS, INC.
Pursuant to Section 151 of the General Corporation Law of the State of Delaware, the undersigned officers of
Toll Brothers, Inc., a corporation organized and existing under the General Corporation Law of the State of
Delaware (the "Corporation"), in accordance with the provisions of Section 103 thereof, DO HEREBY
That pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation of the
Corporation, the Board of Directors on June 12, 1997 adopted the following resolution creating a series of
60,000 shares of Preferred Stock designated as Series A Junior Participating Preferred Stock:
RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation in accordance
with the provisions of its Certificate of Incorporation, a series of Preferred Stock of the Corporation be and it
hereby is created, and that the designation and amount thereof and the voting powers, preferences and relative,
participating, optional and other special rights of the shares of such series, and the qualifications, limitations or
restrictions thereof are as follows:
Section 1. Designation and Amount. The shares of such series shall be designated as "Series A Junior
Participating Preferred Stock" and the number of shares constituting such series shall be 60,000.
Section 2. Dividends and Distributions.
(A) The holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as
and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends
payable in cash on the last day of March, June, September and December in each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment
Date after the first issuance of a share or fraction of a share of Series A Junior Pa