TOLL BROS., INC.
	NONQUALIFIED DEFERRED COMPENSATION PLAN

	Effective as of November 15, 2001

	TABLE OF CONTENTS

ARTICLE 1: DEFINITIONS
1.1	ACCOUNT	1
1.2	BENEFICIARY	1
1.3	BOARD	1
      1.4	CHANGE IN CONTROL.                       ........................1
1.5   CODE.............................................................2
1.6	COMMON  STOCK....................................................2
	1.7	COMPANY CONTRIBUTION.............................................2
1.8	COMPENSATION	2
1.9	COMPENSATION DEFERRAL	2
1.10	COMPENSATION DEFERRALS	2
	1.11	COMPETITION......................................................2
1.12	DEFERRAL ELECTION FORM	2
1.13	DESIGNATION DATE	3
1.14	EFFECTIVE DATE	3
1.15	ELIGIBLE EMPLOYEE	3
1.16	EMPLOYER	3
	1.17	EMPLOYER CONTRIBUTION CREDIT ACCOUNT.............................3
	1.18	EMPLOYER CONTRIBUTION CREDITS....................................3
1.19	ENTRY DATE	3
1.20	FORM AND TIMING OF PAYMENT ELECTION FORM	3
1.21	PARTICIPANT	3
	1.22	PLAN	.................................                          4
1.23	PLAN COMMITTEE	4
1.24	PLAN YEAR	4
	1.25	RETIREMENT AGE...................................................4
1.26	TOTAL AND PERMANENT DISABILITY	4
1.27	TRUST	4
1.28	TRUSTEE	4
1.29	VALUATION DATE	4

ARTICLE 2: ELIGIBILITY AND PARTICIPATION
2.1	REQUIREMENTS	4
2.2	RE-EMPLOYMENT	4
2.3	CHANGE OF EMPLOYMENT CATEGORY	5

	             ARTICLE 3: CONTRIBUTIONS AND CREDITS
3.1	PARTICIPANT CONTRIBUTIONS AND CREDITS	5
		(a)	Compensation Deferrals.....................................5
			 	(b)	The Participant's Compensation Deferral Contribution
                                       Account..
 ...............................5
3.2	EMPLOYER CONTRIBUTION CREDITS....................................6
3.3	CONTRIBUTIONS TO THE TRUST	6

ARTICLE 4: ALLOCATION OF FUNDS
4.1	ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS	6
4.2	ACCOUNTING FOR DISTRIBUTIONS	7
4.3	SEPARATE ACCOUNTS	7
4.4	DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS	7
	4.5	EXPENSES AND TAXES........................9

ARTICLE 5: ENTITLEMENT TO BENEFITS
5.1	FIXED PAYMENT DATES; TERMINATION OF EMPLOYMENT	9
5.2	IMMEDIATE DISTRIBUTION ELECTION; TEN PERCENT PENALTY	9
5.3	HARDSHIP DISTRIBUTIONS	10
5.4	RE-EMPLOYMENT OF RECIPIENT	10

ARTICLE 6: DISTRIBUTION OF BENEFITS
6.1	AMOUNT	10
6.2	METHOD OF PAYMENT	11
			(a) Cash or In-Kind Payment...............................11
				      (b) Timing and Manner of
Payment..........................11
6.3	DEATH BENEFITS	11
	6.4	DISABILITY BENEFITS.............................................11
	6.5	CHANGE IN CONT..................................................12

ARTICLE 7: BENEFICIARIES; PARTICIPANT DATA
7.1	DESIGNATION OF BENEFICIARIES	12
7.2	INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES;
           INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES	13

ARTICLE 8:  ADMINISTRATION
8.1	PLAN COMMITTEE	13
8.2	ADMINISTRATIVE AUTHORITY	13
	8.3	UNIFORMITY OF DISCRETIONARY ACTS................................14
8.4	LITIGATION	14
8.5	CLAIMS PROCEDURE	14


ARTICLE 9:  AMENDMENT
9.1	RIGHT TO AMEND	15
9.2	AMENDMENTS TO ENSURE PROPER CHARACTERIZATION OF PLAN	15

ARTICLE 10:  TERMINATION
10.1	EMPLOYER'S RIGHT TO TERMINATE OR SUSPEND PLAN	16
10.2	AUTOMATIC TERMINATION OF PLAN	16
10.3	SUSPENSION OF DEFERRALS	16
10.4	ALLOCATION AND DISTRIBUTION	16
10.5	SUCCESSOR TO EMPLOYER	16

                           ARTICLE 11:  THE TRUST
ARTICLE 11:  THE TRUST	16

ARTICLE 12:  MISCELLANEOUS
12.1	STATUS OF PARTICIPANTS	17
12.2	LIMITATIONS ON LIABILITY OF EMPLOYER	17
12.3	CONSTRUCTION	17
12.4	SPENDTHRIFT PROVISION/QUALIFIED DOMESTIC RELATIONS ORDER        18







				TOLL BROS., INC.
	 NONQUALIFIED DEFERRED COMPENSATION PLAN

	Effective as of November 15, 2001

	RECITALS

This Toll Bros., Inc. Nonqualified Deferred Compensation Plan (the
"Plan") is adopted by Toll Bros., Inc., a Pennsylvania Corporation (the
"Employer") for certain of its eligible employees.  The purpose of the
Plan is to offer those employees an opportunity to elect to defer the
receipt of compensation in order to provide deferred compensation, post-
employment, supplemental retirement and related benefits taxable pursuant
to section 451 of the Internal Revenue Code of 1986, as amended (the
"Code"), and to provide a deferred compensation vehicle to which the
Employer may credit certain amounts on behalf of participants.  The Plan
is intended to be a "top-hat" plan (i.e., an unfunded deferred
compensation plan maintained for a select group of management or highly-
compensated employees) under sections 201(2), 301(a)(3) and 401(a)(1) of
the Employee Retirement Income Security Act of 1974 ("ERISA").

	ARTICLE 1
	DEFINITIONS

1.1	ACCOUNT means the balance credited to a Participant's or
Beneficiary's Plan account, including amounts credited under the
Compensation Deferral Account and the Employer Contribution
Credit Account and deemed income, gains and losses (as
determined by the Employer, in its discretion) credited thereto.
 A Participant's or Beneficiary's Account shall be determined as
of the date of reference.

1.2	BENEFICIARY means any person or persons so designated in
accordance with the provisions of Article 7.

1.3 BOARD means the Board of Directors of Toll Bros., Inc., a
Pennsylvania corporation, and its successors and assigns, or any
other corporation or business organization which, with the
consent of Toll Bros., Inc., or its successors or assigns,
assumes the obligations of Toll Bros., Inc., hereunder.

1.4	CHANGE IN CONTROL means a transaction or series of transactions
occurring after the Effective Date, in which (i) any individual,
firm, corporation or other entity, or any group (as defined in
Section 13(d)(3) or the Securities Exchange Act of 1934 (the
"Act")), becomes, directly or indirectly, the beneficial owner
(as defined in the general rules and regulations of the
Securities and Exchange Commission with respect to Sections
13(d) and 13(g) of the Act) of more than twenty percent (20%) of
the then outstanding shares of Toll Brothers, Inc.'s capital
stock entitled to vote generally in the election of directors of
Toll Brothers, Inc., exclusive of shares owned by Robert I. Toll
and Bruce E. Toll; (ii) Toll Bros., Inc. is no longer a
subsidiary of Toll Brothers, Inc.; or (iii) the stockholders of
Toll Brothers, Inc. approve a definitive agreement for (A) the
merger or other business combination of Toll Brothers, Inc. with
or into another corporation pursuant to which the stockholders
of Toll Brothers, Inc. do not own, immediately after the
transaction, more than fifty percent (50%) of the voting power
of the corporation that survives and is a publicly traded
corporation and not a subsidiary of another corporation, or (B)
the sale, exchange or other disposition of all or substantially
all of the assets of Toll Brothers, Inc.; or (iii) during any
period of two (2) years or less, individuals who at the
beginning of such period constituted the Board of Directors of
Toll Brothers, Inc. cease for any reason to constitute at least
a majority thereof, unless the election, or the nomination for
election by the stockholders of Toll Brothers, Inc., of each new
director was approved by a vote of at least seventy-five percent
(75%) of the directors at the beginning of the period.
Notwithstanding the foregoing, a Change in Control shall not be
deemed to have taken place if beneficial ownership is acquired
by, or a tender offer exchange is commenced by, Toll Brothers,
Inc. or any of its subsidiaries, any profit sharing, employee
ownership or other employee benefit plan of Toll Brothers, Inc.
or any subsidiary of any trustee of or fiduciary with respect to
any such plan when acting in such capacity, or any group
comprised solely of such entities.

1.5	CODE means the Internal Revenue Code of 1986 and the regulations
thereunder, as amended from time to time.

1.6	COMMON STOCK means Toll Brothers, Inc.'s voting common stock.

1.7	EMPLOYER CONTRIBUTION    the Employer shall retain the right to
make discretionary contributions for any Participant under this
Plan

1.8	COMPENSATION means the total current cash remuneration,
including regular salary, bonus payments, sales bonus
compensation, profit sharing distributions and other
compensation as defined by the Plan Committee and paid by the
Employer to an Eligible Employee with respect to his or her
service for the Employer (as determined by the Employer, in its
discretion).

1.9	COMPENSATION DEFERRAL is defined in Section 3.1(c).

1.10	COMPENSATION DEFERRALS are defined in Section 3.1(a).

1.11	COMPETITION means the Employer's reasonable determination that
the Participant has (i) engaged in, become interested in,
directly or indirectly, as a sole proprietor, as a partner in a
partnership, or as a substantial shareholder in a corporation,
or become associated with, in the capacity of an employee,
director, officer, principal, agent, trustee or in any other
capacity whatsoever, any enterprise conducted in the geographic
area of the business of the Employer which enterprise is, or may
be deemed to be, competitive with any business carried on by
Toll Brothers, Inc. and its subsidiaries; (ii) solicited,
induced or attempted to induce, in connection with any business
competitive with that of Toll Brothers, Inc. and its
subsidiaries, any customers or employees of Toll Brothers, Inc.
and its subsidiaries to curtail or discontinue their
relationship with Toll Brothers, Inc. and its subsidiaries; or
(iii) disclosed, communicated or misused, to the detriment or
injury of Toll Brothers, Inc. and its subsidiaries, any
confidential and proprietary information relating to the
business and operations of Toll Brothers, Inc. and its
subsidiaries to any person or entity not associated with Toll
Brothers, Inc. and its subsidiaries.


1.12	DEFERRAL ELECTION FORM means the form or forms on which a
Participant elects to defer Compensation hereunder and on which
the Participant makes certain other designations as required
thereon.
1.13	DESIGNATION DATE means the date or dates as of which a
designation of deemed investment directions by an individual
pursuant to Section 4.5, or any change in a prior designation of
deemed investment directions by an individual pursuant to
Section 4.5, shall become effective.  The Designation Dates in
any Plan Year shall only be the first day of any calendar month
as designated by the Plan Committee.

1.14	EFFECTIVE DATE means the effective date of the Plan, which shall
be November 15, 2001.

1.15	ELIGIBLE EMPLOYEE means, for any Plan Year (or applicable
portion thereof), a person employed by the Employer where
compensation is paid on a United States payroll, who is
determined by the Plan Committee in its sole discretion to be a
member of a select group of management or highly compensated
employees eligible to participate in the Plan.  By each November
1 (or before the Effective Date for the Plan's first Plan Year),
the Plan Committee shall notify those individuals, if any, who
will be Eligible Employees for the next Plan Year.  If the Plan
Committee determines that an individual first becomes an
Eligible Employee during a Plan Year, the Plan Committee shall
notify such individual of its determination and of the date
during the Plan Year on which the individual shall first become
an Eligible Employee.

1.16	EMPLOYER means Toll Bros., Inc., a Pennsylvania corporation, and
its successors and assigns unless otherwise herein provided, or
any other corporation or business organization which, with the
consent of Toll Bros., Inc., or its successors or assigns,
assumes the Employer's obligations hereunder, and any other
corporation or business organization which agrees, with the
consent of Toll Bros., Inc., to become a party to the Plan.

1.17 EMPLOYER CONTRIBUTION CREDIT ACCOUNT is defined in Section 3.2.

1.18 EMPLOYER CONTRIBUTION CREDITS is defined in Section 3.2.

1.19	ENTRY DATE with respect to an individual means 30 days following
the date on which the individual first becomes an Eligible
Employee.

1.20	FORM AND TIMING OF PAYMENT ELECTION FORM means the form or forms
on which a Participant elects the form and timing of the
Participant's Plan benefit.

1.21	PARTICIPANT means any person so designated in accordance with
the provisions of Article 2, including, where appropriate
according to the context of the Plan, any former employee who is
or may become eligible to receive a benefit under the Plan.

1.22	PLAN means this Toll Bros., Inc. Nonqualified Deferred
Compensation Plan set forth herein, as amended from time to
time.

1.23	PLAN COMMITTEE refers to the officers and employees of the
Employer appointed by the Board to administer the Plan on behalf
of the Employer.
1.24	PLAN YEAR means the twelve (12) month period ending on December
31 of each year during which the Plan is in effect, provided
that the initial Plan Year is the short year beginning November
15, 2001 and ending December 31, 2001.

1.25	RETIREMENT AGE with respect to any Participant means the date on
which the Participant's equals or exceeds 61.

1.26	TOTAL AND PERMANENT DISABILITY means the classification of a
Participant as "disabled" pursuant to the group long term
disability plan maintained by the Employer, or a successor to
such plan (or, if there is no such plan, as reasonably
determined by the Employer).

1.27	TRUST means the Trust described in Article 11.

1.28	TRUSTEE means the trustee of the Trust described in Article 11.

1.29	VALUATION DATE means the last day of each Plan Year; the date of
distribution; or any other date that the Plan Committee, in its
sole discretion, designates as a Valuation Date.

	ARTICLE 2
	ELIGIBILITY AND PARTICIPATION

2.1	REQUIREMENTS.  Every Eligible Employee on the Effective Date
shall be eligible to become a Participant on the Effective Date.  Every
other Eligible Employee shall be eligible to become a Participant on the
first Entry Date occurring on or after the date on which he or she
becomes an Eligible Employee.  No individual shall become a Participant,
however, if he or she is not an Eligible Employee on the date his or her
participation is to begin.

Participation in the Compensation Deferral portion of the Plan is
voluntary. In order to participate in that portion of the Plan, an
otherwise Eligible Employee must make written application in such manner
as may be required by Section 3.1 and by the Employer and must agree to
make Compensation Deferrals as provided in Article 3.

Participation in the Employer Contribution Credit Account portion
of the Plan is automatic.

2.2	RE-EMPLOYMENT.  If a Participant whose employment with the
Employer is terminated is subsequently re-employed, he or she shall
become a Participant in accordance with the provisions of Section 2.1.

2.3	CHANGE OF EMPLOYMENT CATEGORY.  During any period in which
a Participant remains in the employ of the Employer but ceases to be an
Eligible Employee, he or she shall not be eligible to make Compensation
Deferrals or to receive Employer Contribution Credits hereunder.





	ARTICLE 3
	CONTRIBUTIONS AND CREDITS

3.1	PARTICIPANT CONTRIBUTIONS AND CREDITS.

(a)	Compensation Deferrals.  In accordance with rules
established by the Employer, a Participant may elect to defer
Compensation which is due to be earned and which would otherwise be paid
to the Participant, as a percentage of Compensation or in any fixed
periodic dollar amounts designated by the Participant.  Amounts so
deferred will be considered a Participant's "Compensation Deferrals."
 A Participant shall make such an election with respect to the coming
twelve (12) month period during the period beginning on January 1 and
ending on December 31 of each Plan Year following the initial Plan Year
(or during such other period as may be established by the Plan Committee)
by completing and delivering to the Plan Committee a Deferral Election
Form in a form prescribed by the Plan Committee.  As it relates to the
initial Plan Year, the election shall be made prior to November 15, 2001
and will apply to the period beginning January 1, 2001 and ending on
December 31, 2001.  Should a Participant become newly eligible during a
Plan Year, their election will apply from the date of participation to
the next December 31.

Compensation Deferrals shall be made through regular payroll
deductions or through an election by the Participant to defer the payment
of a bonus, sales bonus compensation or profit sharing distribution not
yet payable to him or her at the time of the election, which election
shall be set forth on such Participant's Deferral Election Form.
Compensation deferrals will be limited to the extent necessary to satisfy
applicable tax withholding or benefit plan contribution requirements. The
participant may make an irrevocable election during the Plan Year to
cease contributions to the Plan with written notice given to the
Committee. The Participant will then be ineligible to return to the Plan
until the next Plan Year. The Participant may change his or her regular
payroll deduction Compensation Deferral amount as of, and by written
notice delivered to the Plan Committee during the periods described in
the preceding paragraph, with such change being first effective for
Compensation to be earned following the next December 31.

Once made, a Compensation Deferral Election Form with respect
to a payroll deduction election shall continue in force indefinitely,
until changed as provided above.  A Deferral Election Form with respect
to deferrals of bonuses, sales bonus compensation, profit sharing
distribution proceeds, or other compensation payments shall continue in
force only for the Plan Year for which the Deferral Election Form is
first effective.  Compensation Deferrals shall be deducted by the
Employer from the pay of a deferring Participant and shall be credited
to the Compensation Deferral Account of the deferring Participant.

 (b) 	The Participant's Compensation Deferral Account.  There
shall be established and maintained by the Employer a separate
Compensation Deferral Account in the name of each Participant to which
shall be credited or debited, as applicable:  (a) amounts equal to the
Participant's Compensation Deferrals; (b) amounts equal to any deemed
earnings and/or losses (to the extent realized, based upon deemed fair
market value of the Compensation Deferral; and (c) any withdrawals or
distributions therefrom.

			A Participant shall at all times be 100% vested in
amounts credited to his or her Compensation Deferral Account.

3.2	EMPLOYER CONTRIBUTION CREDITS	. 	Apart from Compensation
Deferral Contributions, the Employer shall retain the right to make
discretionary contributions for any Participant under this Plan. If
applicable, there shall be established and maintained a separate Employer
Contribution Credit Account in the name of each Participant which shall
be credited or debited, as applicable, (a) amounts equal to the
Employer's Contribution Credits; and (b) any deemed earnings and/or
losses (as determined by the Employer, in its discretion) allocated to
the Employer Contribution Credit Account.

			The Participant's Employer Contribution Credits for a
Plan Year, if any, shall be determined by the Employer's Board of
Directors in its sole discretion. The Employer shall credit such
Contributions on behalf of such individuals, in such amounts and with
such frequency, as the Board determines in its sole discretion.

			A Participant shall become vested in amounts (if any)
credited to his or her Employer Contribution Credit Account according to
any vesting schedule(s) adopted by the Employer's Board of Directors, in
its sole discretion, provided, however, that a Participant shall become
fully vested in amounts (if any) credited to his or her Employer
Contribution Credit Account upon the occurrence during the Participant's
employment with the Employer of: (i) the Participant's Total and
Permanent Disability or (ii) a Change in Control of the Employer.

3.3      CONTRIBUTIONS TO THE TRUST.  An amount may be contributed,
if and when applicable, by the Employer to the Trust maintained under
Section 11 equal to the amount(s) required to be credited to the
Participant's Account under Section 3.1 and 3.2.  The Employer shall make
a good faith effort to contribute these amounts to the Trust as soon as
practicable following the date on which the contribution credit amount(s)
are determined.

	ARTICLE 4
	ALLOCATION OF FUNDS

4.1	ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS.  Subject
to such limitations as may from time to time be required by law, imposed
by the Employer or the Trustee or contained elsewhere in the Plan
(including Section 4.6), and subject to such operating rules and
procedures as may be imposed from time to time by the Employer, prior to
the date on which a direction will become effective, the Participant
shall have the right to direct the Employer as to how amounts in his or
her Account shall be deemed to be invested. The Employer shall direct the
Trustee to invest the account maintained in the Trust on behalf of the
Participant pursuant to the deemed investment directions the Employer has
properly received from the Participant.

The value of the Participant's Account shall be equal to the value
of the account maintained under the Trust on behalf of the Participant.
As of each Valuation Date of the Trust, the Participant's Account will
be credited or debited to reflect the Participant's deemed investments
of the Trust.  The Participant's Account will be credited or debited with
the increase or decrease in the realizable net asset value or credited
interest, as applicable, of the designated deemed investments, as
follows: As of each Valuation Date, an amount equal to the net increase
or decrease in realizable net asset value or credited interest, as
applicable (as determined by the Trustee), of each deemed investment
option within the Account since the preceding Valuation Date shall be
allocated among all Participants' Accounts deemed to be invested in that
investment option in accordance with the ratio which the portion of the
Account of each Participant which is deemed to be invested within that
investment option, determined as provided herein, bears to the aggregate
of all amounts deemed to be invested within that investment option.

4.2	ACCOUNTING FOR DISTRIBUTIONS.  As of the date of any
distribution hereunder, the distribution made hereunder to the
Participant or his or her Beneficiary or Beneficiaries shall be charged
to such Participant's Account.

4.3	SEPARATE ACCOUNTS.  A separate bookkeeping account under the
Plan shall be established and maintained by the Employer to reflect the
Account for each Participant with bookkeeping sub-accounts to show
separately the Participant's Compensation Deferral and the Participant's
Employer Contribution Credit Account. Each sub-account will separately
account for the credits and debits described in Article 3 and Section
4.2.

4.4	DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS.  Subject to
such limitations as may from time to time be required by law, imposed by
the Employer or the Trustee or contained elsewhere in the Plan (including
Section 4.5), and subject to such operating rules and procedures as may
be imposed from time to time by the Employer prior to and effective for
each Designation Date, each Participant may communicate to the Employer
a direction (in accordance with (a), below) as to how his or her Plan
Accounts should be deemed to be invested among such categories of deemed
investments as may be made available by the Employer hereunder.  Such
direction shall designate the percentage (in any whole percent multiples)
of each portion of the Participant's Plan Accounts which is requested to
be deemed to be invested in such categories of deemed investments, and
shall be subject to the following rules:

(a)	Any initial or subsequent deemed investment direction
shall be in writing, on a form supplied by and filed with the Employer,
and/or, as required or permitted by the Employer, shall be by oral
designation and/or electronic transmission designation.  A designation
shall be effective as of the Designation Date next following the date the
direction is received and accepted by the Employer on which it would be
reasonably practicable for the Employer to effect the designation.

(b)	All amounts credited to the Participant's Account shall
be deemed to be invested in accordance with the then effective deemed
investment direction, and as of the Designation Date with respect to any
new deemed investment direction, all or a portion of the Participant's
Account at that date shall be reallocated among the designated deemed
investment funds according to the percentages specified in the new deemed
investment direction unless and until a subsequent deemed investment
direction shall be filed and become effective.  An election concerning
deemed investment choices shall continue indefinitely as provided in the
Participant's most recent investment direction form provided by and filed
with the Employer.

(c)	If the Employer receives an initial or revised deemed
investment direction which it deems to be incomplete, unclear or
improper, the Participant's investment direction then in effect shall
remain in effect (or, in the case of a deficiency in an initial deemed
investment direction, the Participant shall be deemed to have filed no
deemed investment direction) until the next Designation Date, unless the
Employer provides for, and permits the application of, corrective action
prior thereto.

(d)	If the Employer possesses (or is deemed to possess as
provided in (c), above) at any time directions as to the deemed
investment of less than all of a Participant's Account, the Participant
shall be deemed to have directed that the undesignated portion of the
Account be deemed to be invested in a money market, fixed income or
similar fund made available under the Plan as determined by the Employer
in its discretion.

(e)	Each Participant hereunder, as a condition to his or
her participation hereunder, agrees to hold the Employer and its
agents and representatives harmless, for any losses or damages of any
kind relating to the investment of the Participant's Account
hereunder, other than such losses or damages that result directly from
gross negligence or intentional malfeasance on the part of the
Employer or its agents or representatives.

(f)	Each reference in this Section to a Participant shall
be deemed to include, where applicable, a reference to a Beneficiary.

4.5	EXPENSES AND TAXES.  Expenses associated with the
administration or operation of the Plan including Trustee fees, shall be
paid by the Employer from its general assets.  Any taxes allocable to an
Account (or portion thereof) maintained under the Plan which are payable
prior to the distribution of the Account (or portion thereof), as
determined by the Employer, shall be paid by the Employer.

	ARTICLE 5
	ENTITLEMENT TO BENEFITS

5.1	FIXED PAYMENT DATES; TERMINATION OF EMPLOYMENT.  On his or
her Form and Timing of Payment Election Form, a Participant shall select
the manner of payment (as described in Section 6.2(b)) and shall select
a fixed payment date for the payment or commencement of payment of his
or her Account (or the Participant may select fixed payment dates for the
payment or commencement of payment of portions of his or her Account),
which will be valued and payable according to the provisions of Article
6.  Such payment dates may be extended to later dates so long as
elections to so extend the payment dates are made by the Participant at
least six (6) months prior to the date on which the distribution is
scheduled to be made or commence. Such payment dates may not be
accelerated, except as provided in Section 5.2.  A Participant may elect
on his or her Form and Timing of Payment Election an election each year
they are eligible to participate.

A Participant who selects payment or commencement of payment
of his or her Account (or portions thereof) on a fixed date or dates
shall receive payment of his or her Account at the earlier of such fixed
payment date or dates (as extended, if applicable) or his or her
termination of employment with the Employer.

If a Participant's employment with the Employer is terminated
for any reason (other than by reason of Total and Permanent Disability)
prior to attainment of Retirement Age or if a Participant does not make
an election as provided above for any particular amounts hereunder, and
the Participant terminates employment with the Employer for any reason,
the Participant's Account at the date of such termination shall be valued
and payable at or commencing at such termination according to the
provisions of Article 6.

5.2	IMMEDIATE DISTRIBUTION ELECTION; TEN PERCENT PENALTY.  In
addition to a Participant's option to have payment or commencement of
payment of his or her Account occur on the fixed payment date or on the
Participant's termination of employment as described in Section 5.1, a
Participant may elect to have his or her Account (or a portion thereof)
paid or commence to be paid as soon as possible upon his or her election.
 For purposes of this Section, the value of the Participant's Account
shall be determined as of the date of the distribution.  Any amount paid
pursuant to this Section shall be subject to a ten percent (10%) penalty,
with the amount of the penalty permanently forfeited from the
Participant's Account and returned to the Employer on or about the date
of the distribution. In addition, the Participant will be ineligible to
participant in any manner in the Plan for a period not less than the
balance of the Plan Year within which the distribution is made and the
subsequent Plan Year.

Any Participant wishing to elect an immediate distribution
pursuant to this Section must complete an Immediate Distribution Election
Form. The distribution shall occur or commence as soon as is
administratively feasible following the Employer's receipt and approval
of the Immediate Distribution Election Form.

5.3	HARDSHIP DISTRIBUTIONS.  In the event of financial hardship
of the Participant, as hereinafter defined, the Participant may apply to
the Employer for the distribution of all or any part of his or her
Account, without penalty. The Employer shall consider the circumstances
of each such case, and the best interests of the Participant and his or
her family, and shall have the right, in its sole discretion, if
applicable, to allow such distribution, or, if applicable, to direct a
distribution of part of the amount requested, or to refuse to allow any
distribution.  Upon a finding of financial hardship, the Employer shall
direct the appropriate distribution to the Participant from amounts held
by the Trust in respect of the Participant's vested account. In no event
shall the aggregate amount of the distribution exceed either the full
value of the Participant's vested account or the amount determined by the
Employer to be necessary to alleviate the Participant's financial
hardship (which financial hardship may be considered to include any taxes
due as a result of the distribution occurring because of this Section),
and which is not reasonably available from other resources of the
Participant. For purposes of this Section, the value of the Participant's
Account shall be determined as of the date of the distribution.
"Financial hardship" means (a) a severe financial hardship to the
Participant resulting from a sudden and unexpected illness or accident
of the Participant or of a dependent (as defined in Code section 152(a))
of the Participant, (b) loss of the Participant's property due to
casualty, or (c) other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant, each as determined to exist by the Employer.  A distribution
may be made under this Section only with the consent of the Employer.

5.4  RE-EMPLOYMENT OF RECIPIENT.  If a Participant receiving
installment distributions pursuant to Section 6.2 is re-employed by the
Employer, the remaining distributions due to the Participant shall be
suspended until such time as the Participant (or his or her Beneficiary)
once again becomes eligible for benefits under Section 5.1 or 5.2, at
which time such distribution shall commence, subject to the limitations
and conditions contained in the Plan.




	ARTICLE 6
	DISTRIBUTION OF BENEFITS

6.1	AMOUNT.  A Participant (or his or her Beneficiary) shall
become entitled to receive, within ninety (90) days following the earlier
of the Participant's termination of employment with the Employer or the
date or dates selected by the Participant on his or her Form and Timing
of Payment Election Form, with the Committee's consent (or, if no such
selection is made, on or about the date of the Participant's termination
of employment with the Employer), a distribution in an aggregate amount
equal to the Participant's vested Account.  A Participant may
alternatively elect to receive an immediate distribution, subject to a
ten percent (10%) penalty, of all or a portion of his or her Account
pursuant to Section 5.2.  Any payment due hereunder from the Trust, which
is not paid by the Trust for any reason, will be paid by the Employer
from its general assets.

6.2	METHOD OF PAYMENT.

(a)	Payments.  Payments under the Plan shall be made in
cash as elected by the Participant and as permitted by the Employer and
the Trustee in their sole and absolute discretion subject, however, to
Section 12.4 and any other applicable restrictions on transfer as may be
applicable legally or contractually.

(b)	Timing and Manner of Payment.  Except as otherwise
provided herein, in the case of distributions to a Participant or his or
her Beneficiary by virtue of an entitlement pursuant to Sections 5.1 or
5.2, an aggregate amount equal to the Participant's vested Account will
be paid by the Trust or the Employer, as provided in Section 6.1, in a
lump sum or in bi-weekly, monthly, quarterly or annual substantially
equal installments for a period not to exceed ten (10) years (adjusted
for gains and losses), as selected by the Participant as provided in
Article 5.  If a Participant fails to designate properly the manner of
payment of the Participant's benefit under the Plan, such payment will
be in a lump sum.

If the whole or any part of a payment hereunder is to be in
installments, the balance of the Participant's Account not yet
distributed shall continue to be deemed to be invested pursuant to
Sections 4.1 and 4.5 under such procedures as the Employer may establish,
in which case any deemed income, gain, loss or expense or tax allocable
thereto (as determined by the Trustee, in its discretion) shall be
reflected in the installment payments in such equitable manner as the
Trustee shall determine.

Notwithstanding the preceding, if at any time up to twenty-
four (24) months following the Participant's termination of employment
with the Employer the Participant enters in Competition with Toll
Brothers, Inc. and/or its subsidiaries, the Employer may accelerate the
payment of the Participant's benefits hereunder.

6.3	DEATH BENEFITS.	If a Participant dies before terminating
his or her employment with the Employer and before the commencement of
payments to the Participant hereunder, the entire value of the
Participant's Account shall be paid, within ninety (90) days following
the Participant's death, in a lump sum, to the person or persons
designated in accordance with Section 7.1.
Upon the death of a Participant after payments hereunder have begun
but before he or she has received all payments to which he or she is
entitled under the Plan, the remaining benefit payments shall be paid to
the person or persons designated in accordance with Section 7.1, in the
time and manner in which such benefits were otherwise to be payable to
the Participant, or the Beneficiary may make an irrevocable election to
receive the remaining balance in a lump sum.

6.4	DISABILITY BENEFITS.  If a Participant experiences a Total
and Permanent Disability before terminating his or her employment with
the Employer and before the commencement of payments to the Participant
hereunder, the Participant shall become fully vested in his or her
Account, and shall become entitled to receive (or to commence receiving)
the entire balance of his or her Account in a single lump sum payment on
the thirtieth (30th) day following the Total and Permanent Disability (or
as soon thereafter as is administratively feasible). Notwithstanding the
preceding, the Participant may irrevocably elect, prior to the end of
such thirty (30) day period, to waive his or her right to a single lump
sum payment and instead to receive his or her Account in installments as
provided hereunder or pursuant to an alternative payment schedule offer
by the Employer, including a schedule which takes into account the
payments the Participant receives under the group long term disability
plan maintained by the Employer. If such waiver election is timely made,
the Participant shall receive his or her entire Account balance at the
time and in the manner designated by the Participant on the form supplied
by the Employer on which such waiver election is made.

	6.5	CHANGE IN CONTROL.	Notwithstanding anything herein to
the contrary, upon a Change in Control of Toll Brothers, Inc., each
Participant shall become fully vested in his of her Account, and shall
become entitled to receive the entire balance of his of her Account in
a single lump sum payment on the thirtieth (30th) day following the Change
in Control (or as soon as administratively feasible). Notwithstanding the
preceding, the Participant may irrevocably elect, prior to the end of
such thirty (30) day period, to waive his or her right to receive such
a Change in Control distribution. If such waiver election is timely made,
the Participant shall receive his or her entire Account balance at the
time designated in the most recent Participant Enrollment and Election
Form received by the Committee from the Participant, or, if no election
as to timing of Account distribution has been made on the Participant's
Enrollment and Election Form, at the time the Participant terminates
employment with the Employer.

	ARTICLE 7
	BENEFICIARIES; PARTICIPANT DATA

7.1	DESIGNATION OF BENEFICIARIES.  Each Participant from time to
time may designate any person or persons (who may be named contingently
or successively) to receive such benefits as may be payable under the
Plan upon or after the Participant's death, and such designation may be
changed from time to time by the Participant by filing a new designation.
 Each designation will revoke all prior designations by the same
Participant, shall be in a form prescribed by the Employer, and will be
effective only when filed in writing with the Employer during the
Participant's lifetime.

In the absence of a valid Beneficiary designation, or if, at
the time any benefit payment is due to a Beneficiary, there is no living
Beneficiary validly named by the Participant, the Employer shall pay any
such benefit payment to the Participant's spouse, if then living, but
otherwise to the Participant's estate.  In determining the existence or
identity of anyone entitled to a benefit payment, the Employer may rely
conclusively upon information supplied by the Participant's personal
representative, executor or administrator.  If a question arises as to
the existence or identity of anyone entitled to receive a benefit payment
as aforesaid, or if a dispute arises with respect to any such payment,
then, notwithstanding the foregoing, the Employer, in its sole
discretion, may distribute such payment to the Participant's estate
without liability for any tax or other consequences which might flow
therefrom, or may take such other action as the Employer deems to be
appropriate.

7.2	INFORMATION TO BE FURNISHED BY PARTICIPANTS AND
BENEFICIARIES; INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES.  Any
communication, statement or notice addressed to a Participant or to a
Beneficiary at his or her last post office address as shown on the
Employer's records shall be binding on the Participant or Beneficiary for
all purposes of the Plan.  The Employer shall not be obliged to search
for any Participant or Beneficiary beyond the sending of a registered
letter to such last known address. If the Employer notifies any
Participant or Beneficiary that he or she is entitled to an amount under
the Plan and the Participant or Beneficiary fails to claim such amount
or make his or her location known to the Employer within three (3) years
thereafter, then, except as otherwise required by law, the Employer may
direct distribution of such amount to the Participant's estate.  If the
location of none of the foregoing persons can be determined, the Employer
shall have the right to direct that the amount payable shall be deemed
to be a forfeiture, except that the dollar amount of the forfeiture,
unadjusted for deemed gains or losses in the interim, shall be paid by
the Employer if a claim for the benefit subsequently is made by the
Participant or the Beneficiary to whom it was payable.  If a benefit
payable to an unlocated Participant or Beneficiary is subject to escheat
pursuant to applicable state law, the Employer shall not be liable to any
person for any payment made in accordance with such law.

	ARTICLE 8
	ADMINISTRATION

8.1	PLAN COMMITTEE.  Notwithstanding any other provision of the
Plan document, any member of the Plan Committee or any other officer or
employee of the Employer who exercises discretion or authority on behalf
of the Employer shall not be a fiduciary of the Plan merely by virtue of
his or her exercise of such discretion or authority.  The Board shall
identify the Employer's officers and employees who shall serve as members
of the Plan Committee.  Because this Plan is a "top hat" arrangement, the
Plan Committee shall not be subject to the duties imposed by the
provisions of Part 4 of Title I of ERISA.

8.2	ADMINISTRATIVE AUTHORITY.  Except as otherwise specifically
provided herein, the Plan Committee shall have the sole responsibility
for and the sole discretion over the operation and administration of the
Plan, and shall have the power and authority to take all action and to
make all decisions and interpretations which may be necessary or
appropriate in order to administer and operate the Plan, including,
without limiting the generality of the foregoing, the power, duty,
discretion and responsibility to:

(a)	Resolve and determine all disputes or questions arising
under the Plan, and to remedy any ambiguities, inconsistencies or
omissions in the Plan.

(b)	Adopt such rules of procedure and regulations as in its
opinion may be necessary for the proper and efficient administration of
the Plan and as are consistent with the Plan.

(c)	Implement the Plan in accordance with its terms and the
rules and regulations adopted as described above.

(d)	Make determinations with respect to the eligibility of
any Eligible Employee to be or continue as a Participant and make
determinations concerning the crediting of Accounts.

(e)	Appoint any persons or firms, or otherwise act to
secure specialized advice or assistance, as it deems necessary or
desirable in connection with the administration and operation of the
Plan, and the Employer shall be entitled to rely conclusively upon, and
shall be fully protected in any action or omission taken by it in good
faith reliance upon, the advice or opinion of such firms or persons.  The
Employer shall have the power and authority to delegate from time to time
by written instrument all or any part of its duties, powers or
responsibilities under the Plan, both ministerial and discretionary, as
it deems appropriate, to any person or committee, and in the same manner
to revoke any such delegation of duties, powers or responsibilities.  Any
action of such person or committee in the exercise of such delegated
duties, powers or responsibilities shall have the same force and effect
for all purposes hereunder as if such action had been taken by the
Employer.  Further, the Employer may authorize one or more persons to
execute any certificate or document on behalf of the Employer, in which
event any person notified by the Employer of such authorization shall be
entitled to accept and conclusively rely upon any such certificate or
document executed by such person as representing action by the Employer
until such notified person shall have been notified of the revocation of
such authority.

	8.3	UNIFORMITY OF DISCRETIONARY ACTS.	Whenever in the
administration or operation of the Plan discretionary actions by the
Employer are required or permitted, such actions shall be consistently
and unifromly applied to all persons similarly situated, and no such
action shall be taken which shall discriminate in favor of any particular
person or group of persons.

8.4	LITIGATION.  Except as may be otherwise required by law, in
any action or judicial proceeding affecting the Plan, no Participant or
Beneficiary shall be entitled to any notice or service of process, and
any final judgment entered in such action shall be binding on all persons
interested in, or claiming under, the Plan.

8.5	CLAIMS PROCEDURE.  Any person claiming a benefit under the
Plan (a "Claimant") shall present the claim, in writing, to the Employer,
and the Employer shall respond in writing.  If the claim is denied, the
written notice of denial shall state, in a manner calculated to be
understood by the Claimant:

(a)	The specific reason or reasons for the denial, with
specific references to the Plan provisions on which the denial is based;

(b)	A description of any additional material or information
necessary for the Claimant to perfect his or her claim and an explanation
of why such material or information is necessary; and

(c)	An explanation of the Plan's claims review procedure.



The written notice denying or granting the Claimant's claim
shall be provided to the Claimant within ninety (90) days after the
Employer's receipt of the claim, unless special circumstances require an
extension of time for processing the claim.  If such an extension is
required, written notice of the extension shall be furnished by the
Employer to the Claimant within the initial ninety (90) day period and
in no event shall such an extension exceed a period of ninety (90) days
from the end of the initial ninety (90) day period.  Any extension notice
shall indicate the special circumstances requiring the extension and the
date on which the Employer expects to render a decision on the claim.
 Any claim not granted or denied within the period noted above shall be
deemed to have been denied.

Any Claimant whose claim is denied, or deemed to have been
denied under the preceding sentence (or such Claimant's authorized
representative), may, within sixty (60) days after the Claimant's receipt
of notice of the denial, or after the date of the deemed denial, request
a review of the denial by notice given, in writing, to the Employer.
Upon such a request for review, the claim shall be reviewed by the
Employer (or its designated representative) which may, but shall not be
required to, grant the Claimant a hearing.  In connection with the
review, the Claimant may have representation, may examine pertinent
documents, and may submit issues and comments in writing.

The decision on review normally shall be made within sixty
(60) days of the Employer's receipt of the request for review.  If an
extension of time is required due to special circumstances, the Claimant
shall be notified, in writing, by the Employer, and the time limit for
the decision on review shall be extended to one hundred twenty (120)
days.  The decision on review shall be in writing and shall state, in a
manner calculated to be understood by the Claimant, the specific reasons
for the decision and shall include references to the relevant Plan
provisions on which the decision is based.  The written decision on
review shall be given to the Claimant within the sixty (60) day (or, if
applicable, the one hundred twenty (120) day) time limit discussed above.
 If the decision on review is not communicated to the Claimant within the
sixty (60) day (or, if applicable, the one hundred twenty (120) day)
period discussed above, the claim shall be deemed to have been denied
upon review.  All decisions on review shall be final and binding with
respect to all concerned parties.

	ARTICLE 9
	AMENDMENT

9.1	RIGHT TO AMEND.  The Employer, by action of its Board of
Directors, shall have the right to amend the Plan, at any time and with
respect to any provisions hereof, and all parties hereto or claiming any
interest hereunder shall be bound by such amendment; provided, however,
that no such amendment shall deprive a Participant or a Beneficiary of
a right accrued hereunder prior to the date of the amendment.

9.2	AMENDMENTS TO ENSURE PROPER CHARACTERIZATION OF PLAN.
Notwithstanding the provisions of Section 9.1, the Plan may be amended
by the Employer, by action of its Board of Directors, at any time,
retroactively if required, if found necessary, in the opinion of the
Employer, in order to ensure that the Plan is characterized as "top-hat"
plan of deferred compensation maintained for a select group of management
or highly compensated employees as described under ERISA sections 201(2),
301(a)(3), and 401(a)(1), and to conform the Plan to the provisions and
requirements of any applicable law (including ERISA and the Code).  No
such amendment shall be considered prejudicial to any interest of a
Participant or a Beneficiary hereunder.

	ARTICLE 10
	TERMINATION

10.1	EMPLOYER'S RIGHT TO TERMINATE OR SUSPEND PLAN.  The Employer
reserves the right to terminate the Plan and/or its obligation to make
further credits to Plan Accounts, by action of its Board of Directors.
 The Employer also reserves the right to suspend the operation of the
Plan for a fixed or indeterminate period of time, by action of its Board
of Directors.

10.2	AUTOMATIC TERMINATION OF PLAN.  The Plan automatically shall
terminate upon the dissolution of the Employer, or upon its merger into
or consolidation with any other corporation or business organization if
there is a failure by the surviving corporation or business organization
to specifically adopt and agree to continue the Plan.

10.3	SUSPENSION OF DEFERRALS.  In the event of a suspension of the
Plan, the Employer shall continue all aspects of the Plan, other than
Compensation Deferrals, during the period of the suspension, in which
event payments hereunder will continue to be made during the period of
the suspension in accordance with Articles 5 and 6.

10.4	ALLOCATION AND DISTRIBUTION.  This Section shall become
operative on a complete termination of the Plan.  The provisions of this
Section also shall become operative in the event of a partial termination
of the Plan, as determined by the Employer, but only with respect to that
portion of the Plan attributable to the Participants to whom the partial
termination is applicable.  Upon the effective date of any such event,
notwithstanding any other provisions of the Plan, no persons who were not
theretofore Participants shall be eligible to become Participants, the
value of the interest of all Participants and Beneficiaries shall be
determined and paid to them as soon as is practicable after such
termination in a lump sum payment.

10.5	SUCCESSOR TO EMPLOYER.  Any corporation or other business
organization which is a successor to the Employer by reason of a
consolidation, merger or purchase of substantially all of the assets of
the Employer shall have the right to become a party to the Plan by
adopting the same by resolution of the entity's board of directors or
other appropriate governing body.  If, within ninety (90) days from the
effective date of such consolidation, merger or sale of assets, such new
entity does not become a party hereto, as above provided, the Plan shall
be automatically terminated, and the provisions of Section 10.4 shall
become operative.

ARTICLE 11
THE TRUST

The Employer may establish the Trust with the Trustee pursuant to
such terms and conditions as are set forth in the Trust agreement to be
entered into between the Employer and the Trustee, or the Employer shall
cause to be maintained one or more separate sub-accounts in an existing
Trust maintained with the Trustee with respect to one or more other plans
of the Employer, which sub-account or sub-accounts represent
Participants' interests in the Plan.  Any such Trust shall be intended
to be treated as a "grantor trust" under the Code and the establishment
of the Trust or the utilization of any existing Trust for Plan benefits,
as applicable, shall not be intended to cause any Participant to realize
current income on amounts contributed thereto, and the Trust shall be so
interpreted.

	ARTICLE 12
	MISCELLANEOUS

12.1	STATUS OF PARTICIPANTS.

(a)	Employees, Participants and Inactive Participants under
this Plan shall have the status of general unsecured creditors of the
Employer;

(b)	This Plan constitutes a promise by the Employer to make
benefit payments in the future;

(c)	Any trust to which this Plan refers (i.e. any trust
created by the Employer and any assets held by the trust to assist the
Employer in meeting its obligations under the Plan) shall be based on the
terms of the model trust described in Revenue Procedure 92-64; and

(d)	It is the intention of the parties that the
arrangements under this Plan shall be unfunded for tax purposes and for
purposes of Title I of ERISA.

12.2	LIMITATIONS ON LIABILITY OF EMPLOYER.  Neither the
establishment of the Plan nor any modification thereof, nor the creation
of any account under the Plan, nor the payment of any benefits under the
Plan shall be construed as giving to any Participant or other person any
legal or equitable right against the Employer, or any officer or employer
thereof except as provided by law or by any Plan provision.  The Employer
does not in any way guarantee any Participant's Account from loss or
depreciation, whether caused by poor investment performance of a deemed
investment or the inability to realize upon an investment due to an
insolvency affecting an investment vehicle or any other reason.  In no
event shall the Employer, or any successor, employee, officer, director
or stockholder of the Employer, be liable to any person on account of any
claim arising by reason of the provisions of the Plan or of any
instrument or instruments implementing its provisions, or for the failure
of any Participant, Beneficiary or other person to be entitled to any
particular tax consequences with respect to the Plan, or any credit or
distribution hereunder.

12.3	CONSTRUCTION.  If any provision of the Plan is held to be
illegal or void, such illegality or invalidity shall not affect the
remaining provisions of the Plan, but shall be fully severable, and the
Plan shall be construed and enforced as if said illegal or invalid
provision had never been inserted herein.  For all purposes of the Plan,
where the context admits, the singular shall include the plural, and the
plural shall include the singular.  Headings of Articles and Sections
herein are inserted only for convenience of reference and are not to be
considered in the construction of the Plan.  The laws of the State of
Pennsylvania shall govern, control and determine all questions of law
arising with respect to the Plan and the interpretation and validity of
its respective provisions, except where those laws are preempted by the
laws of the United States.  Participation under the Plan will not alter
the Participant's status as an (at will) employee nor give any
Participant the right to be retained in the service of the Employer nor
any right or claim to any benefit under the Plan unless such right or
claim has specifically accrued hereunder.

The Plan is intended to be and at all times shall be
interpreted and administered so as to qualify as an unfunded deferred
compensation plan, and no provision of the Plan shall be interpreted so
as to give any individual any right in any assets of the Employer which
right is greater than the rights of a general unsecured creditor of the
Employer.

12.4	SPENDTHRIFT PROVISION/QUALIFIED DOMESTIC RELATIONS ORDER.

(a)	Except as set forth in subsection (b), no amount
payable to a Participant or a Beneficiary under the Plan will, except as
otherwise specifically provided by law, be subject in any manner to
anticipation, alienation, attachment, garnishment, sale, transfer,
assignment (either at law or in equity), levy, execution, pledge,
encumbrance, charge or any other legal or equitable process, and any
attempt to do so will be void; nor will any benefit be in any manner
liable for or subject to the debts, contracts, liabilities, engagements
or torts of the person entitled thereto. Further, (i) the withholding of
taxes from Plan benefit payments, (ii) the recovery under the Plan of
overpayments of benefits previously made to a Participant or Beneficiary,
(iii) if applicable, the transfer of benefit rights from the Plan to
another plan, or (iv) the direct deposit of benefit payments to an
account in a banking institution (if not actually part of an arrangement
constituting an assignment or alienation) shall not be construed as an
assignment or alienation.  In the event that any Participant's or
Beneficiary's benefits hereunder are garnished or attached by order of
any court, the Employer or Trustee may bring an action or a declaratory
judgment in a court of competent jurisdiction to determine the proper
recipient of the benefits to be paid under the Plan.  During the pendency
of said action, any benefits that become payable shall be held as credits
to the Participant's or Beneficiary's Account or, if the Employer or
Trustee prefers, paid into the court as they become payable, to be
distributed by the court to the recipient as the court deems proper at
the close of said action.

(b)	Subsection (a) shall not apply to the creation,
assignment or recognition of a right of an "alternate payee," as defined
in ERISA Section 206(d)(3)(K) (the "Alternate Payee"), to all or any
portion of a Participant's Account pursuant to a "qualified domestic
relations order," as defined in ERISA Section 206(d)(3)(B)(i) (a "QDRO"),
and all or such portion of such Participant's Account shall be
distributed to such Alternate Payee in accordance with this subsection
(b), Article 5 and Article 6 and the terms of such QDRO.  Such Alternate
Payee shall be treated as a Participant for all purposes of Articles 5
and 6 with respect to the amounts that are to be distributed to such
Alternate Payee under the terms of the QDRO.  Except as provided in
paragraph (b)(iii), below, or under the terms of the QDRO, all or such
portion of a Participant's Accounts that is to be distributed to the
Alternate Payee shall be distributed in accordance with the Participant's
Form and Timing of Payment Election Form(s) in effect on the date of the
creation, assignment or recognition of such Alternate Payee's right to
all or such portion of such Accounts under the terms of the QDRO.
Notwithstanding the foregoing, to the extent provided under the terms of
the QDRO:

			(i)	The Plan Committee shall establish an
Account for the Alternate Payee, to which shall be credited
the amounts allocated thereto under the terms of the QDRO.
 The amounts so credited shall be debited from the
Participant's Account under the terms of the QDRO.



			(ii)	The Alternate Payee may make elections
regarding the deemed investment of the amounts credited to
such Alternate Payee's Account in accordance with Section
4.3.

(iii)	The Alternate Payee may change the
distribution election applicable to the amounts credited to
such Alternate Payee's Account by filing a Form and Timing
of Payment Election Form in accordance with Section 5.1.  The
Alternate Payee's Form and Timing of Payment Election Form,
and the manner and timing of payments to the Alternate Payee
shall be subject to the requirements and limitations of
Section 5.1 and Article 6.

		(iv)	The Alternate Payee may designate a
Beneficiary or Beneficiaries to receive the amount credited
to the Alternate Payee's Account in the event of the death
of the Alternate Payee.  Designation or redesignation of a
Beneficiary or Beneficiaries must be made in accordance with
the procedures set forth in Section 7.1 as if the Alternate
Payee was the Participant for all purposes thereunder.

5

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