TOLL BROS., INC.
NONQUALIFIED DEFERRED COMPENSATION PLAN
Amended and Restated effective as of November 1, 2008
This Toll Bros., Inc. Nonqualified Deferred Compensation Plan (the “Plan”) is adopted by Toll Bros., Inc., a
Pennsylvania Corporation (the “Employer”) for certain of its eligible employees. The purpose of the Plan is to
offer those employees an opportunity to elect to defer the receipt of compensation in order to provide deferred
compensation, post- employment, supplemental retirement and related benefits taxable pursuant to Section 451
of the Internal Revenue Code of 1986, as amended (the “Code”), and to provide a deferred compensation
vehicle to which the Employer may credit certain amounts on behalf of participants. The Plan is intended to be a
“top-hat” plan (i.e., an unfunded deferred compensation plan maintained for a select group of management or
highly- compensated employees) under Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement
Income Security Act of 1974 (“ERISA”).
1.1 409A BENEFIT means any portion of a Participant’s Account that is attributable to deferrals that were or
are made after December 31, 2004, that first became or becomes vested after December 31, 2004, or
otherwise is determined to be subject to Code Section 409A.
1.2 ACCOUNT means the balance credited to a Participant’s or Beneficiary’s Plan account, including amounts
credited under the Compensation Deferral Account and the Employer Contribution Credit Account and
deemed income, gains and losses (as determined by the Employer, in its discretion) credited thereto. A
Participant’s or Beneficiary’s Account shall be determined as of the date of reference.
1.3 BENEFICIARY means any person or persons so designated in accordance with the provisions of Article 7.
1.4 BOARD means the Board of Directors of Toll Bros., Inc., a Pennsylvania corporation, and its successors
and assigns, or any other corporation or business o