2004 Committee Charter : TOL

Nominating and Corporate Governance Committee Charter

This Charter has been adopted by the Board of Directors of Toll Brothers,
Inc. (the "Company") to govern its Nominating and Corporate Governance
Committee (the "Committee"), which shall have the authority, responsibility
and specific powers described below.

Purposes. The Committee's principal purposes are (a) to identify individuals
qualified to become members of the Board of Directors and select, or recommend
that the Board of Directors select, the director nominees for the next annual
meeting of stockholders, (b) to develop and recommend to the Board of
Directors a set of corporate governance guidelines applicable to the company,
and (c) to provide an annual report to the Board of Directors which shall
include the results of the Committee's annual evaluation of its performance,
all in accordance with applicable laws or regulations of governmental
authorities, applicable rules of the New York Stock Exchange ("NYSE"), the
Pacific Exchange (the "PE") and/or any other stock exchange where the
Company's securities are from time to time listed (collectively, "Applicable

Goals and Responsibilities. The Committee shall perform its duties in a manner
consistent with the criteria set forth in this Charter for selecting new
directors, and shall conduct oversight for the evaluation of the Board of
Directors and management.

Criteria for Selecting New Directors. The Committee, in selecting, or in
recommending the selection of, nominees for directors, shall consider all
applicable statutory, regulatory, case law and NYSE requirements with regard
thereto, including when appropriate those applicable to membership on the
Audit Committee, as well as whatever other criteria it deems appropriate.

Committee Member Qualifications. The members of the Committee shall satisfy
any Applicable Requirements, including the "independence" requirements of the
NYSE from time to time in effect and applicable to the Company. Committee
members shall be appointed and removed by the Board of Directors. A member of
the Committee shall be selected by the Board of Directors to serve as the
Committee's chairperson. The Committee may delegate any position of its
authority to a subcommittee comprised solely of its members.

Committee Meetings and Reporting. The Committee shall meet annually, or more
frequently if deemed appropriate by its chairpersons or a majority of its
members. The Committee shall make regular reports to the Board of Directors.

Board Size and Members. The Committee shall evaluate from time to time the
appropriate size of the Board of Directors and recommend any increase or
decrease with respect thereto; recommend any changes in the composition of the
Board of Directors so as to best reflect the objectives of the Company and the
Board of Directors; establish processes for developing candidates for Board
membership, and for the conducting of searches for Board candidates; and
propose a slate of Directors with respect to each class of Directors to be
elected at each annual meeting of the Company's stockholders.

Board Compensation. The Committee shall evaluate and make recommendations to
the Board of Directors with respect to compensation of Directors of the

Establish Recommended Corporate Governance Guidelines. The Committee shall
adopt corporate governance guidelines consistent with requirements of the

Establish Procedures and Policies Regarding the Nominating Functions of the
Committee. The Committee shall establish whatever procedures it deems
necessary or appropriate to comply with rules of the Securities and Exchange
Commission imposing requirements on nominating committees in connection with
the director nominating process.

Changes to Corporate Governance Instruments. Review proposed changes in, and
where appropriate, propose changes with respect to, the Company's governing
instruments, including, but not limited to, its Certificate of Incorporation
and Bylaws, as such documents relate to corporate governance and succession

Advisors. The Committee shall have the sole authority to retain and terminate
any search firm to be used to identify director candidates, including the sole
authority to approve the search firm's fees and other retention terms. The
Committee may also retain counsel of its choice and other advisors which the
Committee deems necessary.

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

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