EXHIBIT 10.1

                               TOLL BROTHERS, INC.
                                 CASH BONUS PLAN
           (AS AMENDED AND APPROVED BY STOCKHOLDERS ON MARCH 17, 2005)

1.    PURPOSE

   The purpose of the Plan is to provide performance-based bonus compensation
for the Participant (as defined herein) in accordance with a formula that is
based on the financial success of the Company (as defined herein) as part of an
integrated compensation program which is intended to assist the Company in
motivating and retaining employees of superior ability, industry and loyalty.

2.    DEFINITIONS

   The following words and phrases as used herein shall have the following
meanings, unless a different meaning is plainly required by the context:

   "Board of Directors" shall mean the Board of Directors of the Company.

   "Committee" shall mean the committee appointed by the Board of Directors
consisting of two or more Outside Directors to act as the Committee with respect
to the Plan.

   "Company" shall mean Toll Brothers, Inc., a Delaware Corporation, and any
successor thereto.

   "Outside Director" shall mean a member of the Board of Directors who (i) is
not a current employee of the Company or any affiliate, (ii) is not a former
employee of the Company or any affiliate who is receiving compensation for
services (other than benefits under a tax-qualified retirement plan), (iii) was
not an officer of the Company or any affiliate at any time, (iv) is not
currently receiving compensation for services from the Company or any affiliate
in any capacity other than as a member of the Board of Directors, and (v) is a
"Non-Employee Director" as that term is defined in Rule 16b-3 under the
Securities Exchange Act of 1934.

   "Participant" shall mean Robert I. Toll.

   "Plan" shall mean the Toll Brothers, Inc. Cash Bonus Plan, as amended.

   "Plan Year" shall mean the fiscal year of the Company.

3.    PARTICIPATION

   Robert I. Toll is the sole Participant in the Plan.

4.    TERM OF PLAN

   Subject to approval of the Plan by the stockholders of the Company, the Plan
shall be in effect for the Plan Year ending October 31, 2005 and shall continue
until terminated by the Board of Directors.



5.    BONUS ENTITLEMENT

   (a) The Participant shall be entitled to receive a bonus in accordance with
the provisions of Section 6 of the Plan only after certification by the
Committee that the performance goals set forth in Section 6 have been satisfied.
The bonus payment under the Plan shall be paid to the Participant during the
last week of December or the first week of January after the close of the fiscal
year with respect to which the bonus is to be paid. No bonus shall be payable
under the Plan without the prior disclosure of the terms of the Plan to the
stockholders of the Company and the approval of the Plan by such stockholders.

   (b) The payment of bonuses under the Plan with respect to the fiscal years
ending October 31, 2005, October 31, 2006 and October 31, 2007 shall,
notwithstanding anything contained in Section 6 of the Plan to the contrary, be
paid in the form of cash and shares of the Company's Common Stock, par value
$0.01 per share (the "Shares"), which payments of Shares shall be in the form of
an award under the terms of the Toll Brothers, Inc. Stock Incentive Plan (1998)
(the "1998 Plan"), except as otherwise provided in this Section 5. An initial
number of Shares (the "Initial Number of Shares") shall be determined by
dividing the dollar amount of each bonus by the closing price per Share as
reported on the New York Stock Exchange for October 29, 2004 (such price, as the
same shall be equitably adjusted to reflect any stock dividend, stock split,
reverse stock split, recapitalization or reorganization occurring during the
period from October 29, 2004 through the last day of the fiscal year for which a
determination is being made, being referred to herein as the "Award Conversion
Price"). Notwithstanding anything to the contrary in this paragraph (b), (i) the
Initial Number of Shares shall be multiplied by the closing Share price on the
last business day of the Company's fiscal year for which the determination is
being made (the "fiscal year end price") to determine the cash bonus value as
adjusted for the stock conversion feature (the "stock-adjusted bonus value");
(ii) the stock-adjusted bonus value shall be capped as follows: (x) the fiscal
year end price, as defined above, cannot be more than 160% of the Award
Conversion Price, and (y) the stock-adjusted bonus value cannot exceed 2.9% of
the Company's pre-tax/pre-bonus income for the fiscal year for which the bonus
is being calculated, and (iii) the stock-adjusted bonus value, as capped by
application of (x) and (y) above, will be paid 60% in cash, with the 40% balance
being paid in the number of Shares of stock derived by dividing such balance by
the Award Conversion Price and equitably adjusting the number of Shares so
calculated to reflect any stock dividend, stock split, reverse stock split,
recapitalization or reorganization occurring during the period beginning on the
first day of the fiscal year following the fiscal year for which the payment is
being made and the day immediately preceding the date of issuance of the Shares.
In the event of a change in the kind of shares outstanding as a result of a
merger, consolidation or other event, an appropriate and proportionate
adjustment shall be made in the number and kind of shares otherwise payable.

   (c) Notwithstanding the provisions of Section 5(b), set forth above, the
Committee shall have the discretion at any time to terminate the application of
Section 5(b), effective no sooner than six months following the Committee's
determination to act under this Section 5(c). In the event the Committee
terminates the application of Section 5(b), all bonuses payable on or after the
effective date of such action shall be payable in cash only.



   (d) Notwithstanding anything to the contrary contained in this Section 5, the
Participant may, if he believes that a payment of his bonus in Shares would, as
a result of a change in Federal tax laws, or in regulations promulgated
thereunder by the IRS, have a material adverse impact on the Participant,
request the Committee to either suspend or terminate the application of Section
5(b). Upon receipt of such request from the Participant, the Committee may, at
its sole discretion, terminate or suspend the application of Section 5(b), and
all bonuses payable under the Plan shall be payable in cash only in accordance
with Section 6 until such time as the Committee determines to reinstate Section
5(b), provided, however, that the amount of any such cash payment shall not
exceed the value of the bonus that would have been payable if the bonus had been
paid in Shares under the terms of the Plan as in effect without regard to this
Section 5(d).

6.    AMOUNT OF PERFORMANCE-BASED COMPENSATION BONUS

   (a) The Participant is entitled to a bonus which, subject to Section 5, is
equal to the sum of the following amounts:

      (i) 1.5% of Income Before Income Taxes in excess of 10% and up to 20% of
Shareholders Equity of the Company as of the end of the last fiscal year of the
Company;

      (ii) 2.25% of Income Before Income Taxes in excess of 20% and up to 30% of
Shareholders Equity of the Company as of the end of the last fiscal year of the
Company; and

      (iii) 3.50% of Income Before Income Taxes in excess of 30% of Shareholders
Equity of the Company as of the end of the last fiscal year of the Company.

   (b) For purposes of Section 6(a) above, the term "Income Before Income Taxes"
shall mean that amount which, except for the recognition of bonuses to the
Participant under the Plan, would be reported in conformity with generally
accepted accounting principles in the Company's audited consolidated financial
statements for the Plan Year for which the bonus is being calculated, and the
term "Shareholders' Equity" shall mean the amount reported in conformity with
generally accepted accounting principles in the Company's audited consolidated
financial statements as of the appropriate date.

7.    COMMITTEE

   (a) Powers. The Committee shall have the power and duty to do all things
necessary or convenient to effect the intent and purposes of the Plan and not
inconsistent with any of the provisions hereof, whether or not such powers and
duties are specifically set forth herein, and, by way of amplification and not
limitation of the foregoing, the Committee shall have the power to:

      (i) provide rules and regulations for the management, operation and
administration of the Plan, and, from time to time, to amend or supplement such
rules and regulations;

      (ii) construe the Plan, which construction, as long as made in good faith,
shall be final and conclusive upon all parties hereto; and



      (iii) correct any defect, supply any omission, or reconcile any
inconsistency in the Plan in such manner and to such extent as it shall deem
expedient to carry the same into effect, and it shall be the sole and final
judge of when such action shall be appropriate.

   The resolution of any questions with respect to payments and entitlements
pursuant to the provisions of the Plan shall be determined by the Committee, and
all such determinations shall be final and conclusive.

   (b) Indemnity. No member of the Committee shall be directly or indirectly
responsible or under any liability by reason of any action or default by him as
a member of the Committee, or the exercise of or failure to exercise any power
or discretion as such member. No member of the Committee shall be liable in any
way for the acts or defaults of any other member of the Committee, or any of its
advisors, agents or representatives. The Company shall indemnify and save
harmless each member of the Committee against any and all expenses and
liabilities arising out of his own membership on the Committee.

   (c) Compensation and Expenses. Members of the Committee shall receive no
separate compensation for services rendered as members of the Committee and
shall only be compensated for their services as members of the Board of
Directors. Members of the Committee shall be entitled to receive their
reasonable expenses incurred in administering the Plan. Any such expenses, as
well as extraordinary expenses authorized by the Company, shall be paid by the
Company.

   (d) Participant Information. The Company shall furnish to the Committee in
writing all information the Company deems appropriate for the Committee to
exercise its powers and duties in administration of the Plan. Such information
shall be conclusive for all purposes of the Plan and the Committee shall be
entitled to rely thereon without any investigation thereof; provided, however,
that the Committee may correct any errors discovered in any such information.

   (e) Inspection of Documents. The Committee shall make available to the
Participant and his beneficiary, for examination at the principal office of the
Company (or at such other location as may be determined by the Committee), a
copy of the Plan and such of its records, or copies thereof, as may pertain to
any benefits of the Participant and his beneficiary under the Plan.

8.    EFFECTIVE DATE, TERMINATION AND AMENDMENT

   (a) Effective Date of Participation in Plan. Subject to stockholder approval
of the Plan, participation in this Plan shall be effective for the Plan Year
ending October 31, 2005 and shall continue thereafter until the Plan is
terminated.

   (b) Amendment and Termination of the Plan. The Plan may be terminated or
revoked by the Company at any time and amended by the Company from time to time,
provided that neither the termination, revocation or amendment of the Plan may,
without the written approval of the Participant, reduce the amount of a bonus
payment that is due, but has not yet been paid, and provided further that no
changes that would increase the amount of bonuses determined under the formula
contained in Section 6(a) of the Plan shall be effective without approval by the
Committee and without disclosure to and approval by the stockholders of the
Company in a separate vote prior to payment of such bonuses. In addition, the
Plan may be modified or amended by the Committee, as it deems appropriate, in
order to comply with any rules, regulations or other



guidance promulgated by the Internal Revenue Service with respect to applicable
provisions of the Internal Revenue Code of 1986, as amended (the "Code"), as
they relate to the exemption for "performance-based compensation" under the
limitations on the deductibility of compensation imposed under Code Section
162(m).

9.    MISCELLANEOUS PROVISIONS

   (a) Unsecured Creditor Status. The Participant, when entitled to a bonus
payment hereunder, shall rely solely upon the unsecured promise of the Company,
as set forth herein, for the payment thereof, and nothing herein contained shall
be construed to give to or vest in the Participant or any other person now or at
any time in the future, any right, title, interest, or claim in or to any
specific asset, fund, reserve, account, insurance or annuity policy or contract,
or other property of any kind whatsoever owned by the Company, or in which the
Company may have any right, title, or interest now or at any time in the future.

   (b) Other Company Plans. It is agreed and understood that any benefits under
the Plan are in addition to any and all benefits to which the Participant may
otherwise be entitled under any other contract, arrangement, or voluntary
pension, profit sharing or other compensation plan of the Company, whether
funded or unfunded, and that the Plan shall not affect or impair the rights or
obligations of the Company or the Participant under any other such contract,
arrangement, or voluntary pension, profit sharing or other compensation plan.

   (c) Separability. If any term or condition of the Plan shall be invalid or
unenforceable to any extent or in any application, then the remainder of the
Plan, with the exception of such invalid or unenforceable provision, shall not
be affected thereby, and shall continue in effect and application to its fullest
extent.

   (d) Continued Employment. Neither the establishment of the Plan, any
provisions of the Plan, nor any action of the Committee shall be held or
construed to confer upon the Participant the right to a continuation of
employment by the Company. The Company reserves the right to dismiss the
Participant, or otherwise deal with the Participant to the same extent as though
the Plan had not been adopted.

   (e) Incapacity. If the Committee determines that the Participant or his
beneficiary is unable to care for his affairs because of illness or accident, or
is a minor, any benefit due the Participant or his beneficiary under the Plan
may be paid to his spouse, child, parent, or any other person deemed by the
Committee to have incurred expense for the Participant or his beneficiary
(including a duly appointed guardian, committee, or other legal representative),
and any such payment shall be a complete discharge of the Company's obligation
hereunder.

   (f) Jurisdiction. The Plan shall be construed, administered, and enforced
according to the laws of the Commonwealth of Pennsylvania, except to the extent
that such laws are preempted by the Federal laws of the United States of
America.

   (g) Claims. If, pursuant to the provisions of the Plan, the Committee denies
the claim of the Participant for benefits under the Plan, the Committee shall
provide written notice within 60 days after receipt of the claim,



setting forth in a manner calculated to be understood by the claimant:

      (i) the specific reasons for such denial;

      (ii) the specific reference to the Plan provisions on which the denial
is based;

      (iii) a description of any additional material or information necessary
to perfect the claim and an explanation of why such material or information is
needed; and

      (iv) an explanation of the Plan's claim review procedure and the time
limitations of this subsection applicable thereto.

   If the Participant is denied a claim for benefits, the Participant may
request review by the Committee of the denied claim by notifying the Committee
in writing within 60 days after receipt of the notification of claim denial. As
part of said review procedure, the Participant or his authorized representative
may review pertinent documents and submit issues and comments to the Committee
in writing. The Committee shall render its decision to the Participant in
writing in a manner calculated to be understood by the Participant not later
than 60 days after receipt of the request for review, unless special
circumstances require an extension of time, in which case decision shall be
rendered as soon after the sixty-day period as possible, but not later than 120
days after receipt of the request for review. The decision on review shall state
the specific reasons therefore and the specific Plan references on which it is
based.

   (h) Withholding. The Participant or his beneficiary shall make appropriate
arrangements with the Company for satisfaction of any federal, state or local
income tax withholding requirements and Social Security or other tax
requirements applicable to the accrual or payment of benefits under the Plan. If
no other arrangements are made, the Company may provide, at its discretion, for
any withholding and tax payments as may be required.