AMENDMENT TO THE
TOLL BROTHERS, INC.
STOCK INCENTIVE PLAN
(1998)
WHEREAS, the Board has determined to permit limited transfers of stock options granted pursuant to the Toll
Brothers, Inc. Stock Incentive Plan (1998) (the "1998 Plan"); and
WHEREAS, the Board has determined to amend certain provisions relating to the exercisability and vesting of
stock options granted under the 1998 Plan to clarify the discretion of the administrative committee to modify the
provisions concerning the continued exercisability and vesting of options following the termination of employment
or service of an optionee.
NOW, THEREFORE, effective March 22, 2001, the 1998 Plan is hereby amended, as follows:
1. Section 6(f) of the 1998 Plan is modified by the addition of the following language at the end of such section:
"Notwithstanding the foregoing, the Committee may permit a Non-qualified Stock Option to be transferred by
the Optionee in a transaction qualifying as a "Family Transfer" (as hereinafter defined). For these purposes, a
Family Transfer is a transfer of a Non-qualified Stock Option to any person qualifying as a "family member," as
term is defined in the General Instructions to Form S-8 as published by the Securities and Exchange Commission
("Form S-8"); provided, however, that no transfer shall be treated as a Family Transfer if the transfer would be
treated as a transfer for value for purposes of Form S-8. A "family member" for these purposes is any person or
entity that is treated as a family member for purposes of Form S-8, which defines family members as including
any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships, any person sharing the employees household (other than a tenant or employee), a trust in which
these persons have more than fifty percent of the beneficial interest, a foundation in which these pe