STOCK REDEMPTION AGREEMENT
THIS IS AN AGREEMENT by and between BRUCE E. TOLL, of Rydal, Montgomery County, Pennsylvania
(hereinafter sometimes referred to as the "Shareholder"), and TOLL BROTHERS, INC., a Delaware
corporation (the "Company").
BACKGROUND OF AGREEMENT
A. Shareholder is currently the owner of more than Six Million (6,000,000) shares of the Common Stock, par
value $.01 per share (the "Stock"), of the Company.
B. The Company and the Shareholder have entered into this Agreement to provide for certain purchase rights by
the Company with respect to the Stock owned by the Shareholder at the time of his death in the manner and to
the extent set forth herein.
C. The parties to this Agreement have taken into consideration the existence of the Cross Purchase Agreement
(as hereinafter defined) now in existence to which the Shareholder is a party. NOW, THEREFORE, the parties
hereto, intending to be legally bound hereby, and in consideration of the mutual covenants herein contained, agree
1. DEATH OF THE SHAREHOLDER
1.1 Mandatory Sale and Purchase of Stock
Upon the death of the Shareholder at any time when he owns any shares of the Stock of the Company, the
deceased Shareholder, through his personal representatives, shall be required to sell that number of shares of
Stock which he owns at the time of his death which equals (herein, the "Required Purchase Amount") the lesser
of (i) Ten Million Dollars ($10,000,000) divided by the Market Value Per Share (as hereinafter defined) or (ii)
that number of shares of Stock which he owns at the time of his death which are remaining after the required sale
and purchase of Stock pursuant to that certain cross purchase agreement by and between the Shareholder and
Robert I. Toll (the "Other Shareholder"), as such agreement may exist from time to time (the "Cross Purchase
Agreement"), and the Company shall be required to purchase the Required Purchase Amount of shares of Stock.
1.2 Optional Purchase of Stock by Company Upon the deat