THIS AMENDMENT AGREEMENT (the "Amendment"), dated June 6, 2000, amends certain provisions of (i)
an agreement by and between TOLL BROTHERS, INC.
("Company") and BRUCE E. TOLL ("Bruce"), dated March 5, 1998 ("Agreement")
and (ii) a Consulting and Non-Competition Agreement by and between the Company and Bruce, dated March 5,
1998 ("Consulting Agreement").
WHEREAS, the parties to the Agreement and the Consulting Agreement have been performing satisfactorily
under the two Agreements to date;
WHEREAS, Bruce is currently serving a three-year term as a member of the Board of Directors of the
Company, expiring in the year 2002;
WHEREAS, Bruce has requested that the Agreement be amended to delete a provision in the Agreement (the
"voting provision") which requires that, during the period commencing on March 5, 1998 and expiring either on
the date that Bruce no longer serves on the Board of Directors of the Company, or on March 15, 2002 in the
event that Bruce dies, resigns, or does not seek re-election to the Board before March 15, 2002, Bruce will vote
all shares of Company stock owned or controlled by him as recommended by the Company's management,
except with respect to any proposal that would nullify, restrict or disparately reduce the per share voting rights of
WHEREAS, in consideration for eliminating the voting provision, Bruce is willing to agree to expand his duties
under the Consulting Agreement and to extend the term of the Consulting Agreement, including the non-
competition provision; and
WHEREAS, the Board of Directors of Company, by action separately approved by its independent members,
("Board") has determined that this Amendment Agreement is in the best interests of the Company.
NOW THEREFORE, the parties agree as follows:
1. Paragraph 7 of the Agreement is hereby amended to delete the following sentence:
"During the period commencing the date hereof and expiring on the date that Bruce no longer serves on the
Board (or March 15, 2002 in th