CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
TOLL BROTHERS, INC.
Toll Brothers, Inc., a corporation organized and existing under and by virtue of the Delaware General
Corporation Law (the "Company") DOES HEREBY CERTIFY THAT:
FIRST: At a meeting of the Board of Directors of the Company held on December 10, 1992, the Board of
Directors of the Company adopted resolutions that declared advisable and recommended to the stockholders of
the Company the following amendment to the Company's Certificate of Incorporation and directed that said
amendment be submitted to the Company's stockholders for their consent and approval at the Annual Meeting of
Shareholders on March 11, 1993. The amendment amends the introductory paragraph and subparagraph
(a) of Article Four of the Company's Certificate of Incorporation to read as follows:
"Article Four
The corporation is authorized to issue
46,000,000 shares of capital stock, consisting of two (2) classes of stock, to wit:
(a) Common Stock. The total number of shares of Common Stock which the corporation shall have authority to
issue is Forty-Five Million (45,000,000) shares and the par value of each of such shares is One Cent ($.01)
amounting in the aggregate to Four Hundred and Fifty Thousand Dollars ($450,000)." SECOND: At the Annual
Meeting of Shareholders on March 11, 1993, held pursuant to the notice required by Section 222 of the
Delaware General Corporation Law, not less than a majority of the outstanding shares of stock entitled to vote
thereon approved the foregoing amendment to the Company's Certificate of Incorporation. THIRD: The
aforesaid amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware
General Corporation Law. IN WITNESS WHEREOF, the Company has caused its corporate seal to be
hereunto affixed and this certificate to be signed, under penalty of perjury, by Robert I. Toll, its Chairman of the
Board and Chief Executive Officer, and attested by Bruce E. Toll, its Secretary, on J