Summary of TOLL BROTHERS INC

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01 Entry into a Material Definitive Agreement
On March 11, 2009, the Board of Directors of Toll Brothers, Inc. (the "Company") met and approved the execution of a standard form of indemnification agreement with the Company's directors and named executive officers. Following the Board of Directors meeting, the Company entered into the indemnification agreements with each of its current directors and named executive officers (each, an "Indemnitee"). The Company's current directors are Bruce E. Toll, Robert S. Blank, Edward G. Boehne, Richard J. Braemer, Roger S. Hillas, Carl B. Marbach, Stephen A. Novick and Paul E. Shapiro, and the Company's current named executive officers are Robert I. Toll, Zvi Barzilay and Joel H. Rassman (each of whom is also a director). The summary description below of the form of indemnification agreement is qualified in its entirety by reference to the form of agreement that is filed as Exhibit 10.1 to this report and incorporated herein by reference.
The indemnification agreement provides for indemnification, consistent with the terms of the indemnification agreement, to the fullest extent permitted by Delaware law for expenses, attorneys' fees, judgments and certain other amounts an Indemnitee may be required to pay with respect to claims asserted against him by reason of his position as a director or officer of the Company. The indemnification agreement also requires the Company to make advancement of certain amounts associated with such claims, subject to reimbursement if the Indemnitee is ultimately determined to not be entitled to indemnification under applicable law. The Company is also required to indemnify, and advance expenses to, an Indemnitee in connection with non-frivolous suits brought by an Indemnitee against the Company to enforce his rights under the indemnification agreement or against an insurance carrier to enforce coverage under certain insurance policies obtained for the benefit of the Company's officers and directors.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.

The following exhibit is furnished as part of this Current Report on Form 8-K:

Exhibit
  No.                                       Item
10.1      Form of Indemnification Agreement between the Registrant and the members
          of its Board of Directors.