2004 Committee Charter : TOL

Executive Compensation Committee Charter

This Charter has been adopted by the Board of Directors of Toll Brothers,
Inc. (the "Company") to govern its Executive Compensation Committee (the
"Committee"), which shall include the Company's Compensation and Stock Based
Compensation Committee for Key Executives and Non-Employee Directors and its
Administrative Subcommittee for the Company's Stock Based Compensation Plans,
which Committee shall have the authority, responsibility and specific powers
described below.

Purposes

The Committee's principal purposes are (i) to discharge the
responsibilities of the Board of Directors relating to the compensation of the
Company's officers in accordance with the provisions of this Charter,
including the Committee's evaluation of, and approval of or recommendations to
the Board of Directors with respect to, the plans, policies and programs
relating to the compensation of the Company's officers, subject to approval of
the Company's stockholders in those instances where stockholder approval is
required by applicable laws or regulations of governmental authorities or
applicable rules of the New York Stock Exchange ("NYSE") or any other stock
exchange where the Company's securities are from time to time listed
(collectively, "Applicable Requirements"), and (ii) to produce an annual
report on executive compensation for inclusion in the Company's proxy
statement in accordance with Applicable Requirements.

Committee Membership

The Committee shall consist of the number of members fixed from time to
time by the Board of Directors, but shall at all times consist of not less
than two members. The Committee shall have a chairperson(s) who shall be
appointed by the Board of Directors. Each member of the Committee shall be a
member of the Board of Directors who satisfies any Applicable Requirements,
including any "independence" requirements of the NYSE from time to time in
effect and applicable to the Company.

The members of the Committee shall be appointed by the Board of Directors,
The members of the Committee may be removed by the Board of Directors.

Committee Authority and Responsibilities

The Committee shall annually review and approve corporate goals and
objectives relevant to the compensation of the Company's Chief Executive
Officer (the "CEO"), evaluate the CEO's performance in light of those goals
and objectives, and set the CEO's compensation level based on this evaluation.
In determining the long-term incentive component of the CEO's compensation,
the Committee will consider the Company's performance and relative stockholder
return, the value of similar incentive awards to CEOs at comparable companies,
and the awards given to the CEO in past years.

The Committee shall annually review and approve, for the CEO and each of
the other executive officers, the Vice Chairman and any other officers
recommended by the Board of Directors, as applicable, the following: the
annual base salary level; the annual incentive opportunity level; the long-
term incentive opportunity level; the provisions of any employment agreement,
severance arrangement or change-in-control agreement; and any special or
supplemental benefits.

The Committee shall make recommendations to the Board of Directors with
respect to incentive-compensation plans and equity-based plans.

The Committee shall have the sole authority to retain and terminate any
compensation consultant retained to assist in the evaluation of the
compensation of the Company's directors and officers, including the CEO, and
shall have sole authority to approve the fees and other terms applicable to
the engagement of each such consultant so retained. The Committee shall also
have authority to obtain advice and assistance from internal or external
legal, accounting or other advisors.

The Committee shall administer the Company's stock option and stock
incentive plans (except to the extent the Board of Directors serves as
administrator under such plans), the Cash Bonus Plan and the Executive Officer
Cash Bonus Plan, in each case, in accordance with the terms of the plan and in
accordance with Applicable Requirements.

The Committee shall be responsible for producing an annual report on
executive compensation for inclusion in the Company's proxy statement relating
to its annual meeting of stockholders in accordance with Applicable
Requirements.

The Committee shall make regular reports to the Board of Directors.

The Committee shall review and reassess the adequacy of this Charter
annually and, upon the completion of each such review, recommend any proposed
changes to the Board of Directors for approval.

The Committee shall annually evaluate its own performance and report to the
Board of Directors the conclusions of the Committee resulting from such
review.

Other than the reports required to be made by the Committee, each of which
shall be made by the entire Committee, the Committee may from and delegate
authority to one or more subcommittees. Each such subcommittee shall consist
of one or more members of the Compensation Committee.

Adopted by the Board of Directors: December 12, 2002
As amended: December 11, 2003