AMENDMENT TO THE
TOLL BROTHERS, INC.
KEY EXECUTIVES AND
STOCK OPTION PLAN
WHEREAS, the Company desires to amend the Toll Brothers, Inc. Key Executives and Non-employee
Directors Stock Option Plan (1993) (the "Plan") to increase the aggregate maximum number of shares of
common stock of the Company which may be subject to grants under the Plan from 1,0000,000 to 1,200,000
WHEREAS, the Company desires to amend the Plan to clarify the manner in which fair market value of the
common stock of the Company is determined; and
WHEREAS, the Company desires to amend the Plan to permit the Committee to (i) grant stock awards and (ii)
establish rules and procedures regarding the withholding of Company common stock to satisfy federal, state
and/or local withholding tax requirements arising in connection with the Plan; and
WHEREAS, the Board of Directors is generally authorized under
Section 10 of the Plan to amend the Plan from time to time in such manner as it may deem advisable.
NOW, THEREFORE, the Plan is hereby amended, effective as of January 31, 1995, as follows:
1. Section 2 of the Plan is amended to read as follows:
"2. Administration. The Plan shall be administered by the Board of Directors of the Company, without
participation by any director on any matter pertaining to him, or by a Stock Option Committee composed of two
or more of its members to operate and administer the Plan in its stead. The Stock Option Committee or the
Board of Directors in its administrative capacity with respect to the Plan is referred to herein as the "Committee".
Notwithstanding anything in this Section 2 to the contrary, in the case of the non-employee members of the Board
of Directors who are granted Options in accordance with the provisions of Section 8, the members of the Stock
Option Committee to whom such Options will be granted, the timing of grants of such Options, the Option Price
(as defined in subsection 6(b)) of such Options and the number of Option