THE TORO COMPANY DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

Exhibit 10(c)

THE TORO COMPANY

DEFERRED COMPENSATION PLAN

FOR NON-EMPLOYEE DIRECTORS

Amended and Restated Effective January 1, 2009

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THE TORO COMPANY

DEFERRED COMPENSATION PLAN

FOR NON-EMPLOYEE DIRECTORS

Amended and Restated Effective January 1, 2009

The Toro Company hereby amends and restates its Deferred Compensation Plan for Non-Employee Directors.  This amendment and restatement is effective for all amounts deferred on or after January 1, 2005 that remain unpaid as of January 1, 2009.  All grandfathered amounts earned and vested as of December 31, 2004 shall continue to be governed by the 2004 Plan in accordance with then applicable IRS guidance.  All amounts earned or vested from January 1, 2005 through December 31, 2008 shall be governed by this amendment and restatement, as modified by the operations of the Plan during such period in accordance with Code Section 409A and then applicable IRS guidance (including transition relief).

The growth and success of the Company depend on its ability to attract and retain the services of Directors of the highest competence, initiative, integrity and ability.  The purpose of the Plan is to advance the interests of the Company and its stockholders through a deferred compensation program designed to attract, motivate and retain Directors.  The Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.

I.           DEFINITIONS

For purposes of the Plan, the following words and phrases have the meanings indicated, unless a different meaning is clearly indicated by the context:

" 2004 Plan " means the terms of the Plan in place as of December 31, 2004.

" Account " means a book entry account established and maintained in the Company's records in the name of a Participant pursuant to Articles II and III, and includes a Cash Account and a Common Stock Units Account.

" Administrative Committee " means the committee described in Section 6.2.

" Beneficiary " means one or more individuals, trusts, estates or other entities, designated in accordance with, or otherwise determined under, Article V to receive benefits under the Plan upon the death of a Participant.

" Board " means the Board of Directors of the Company.

" Cash Account " means an Account with entries denominated in dollars, credited in accordance with Section 3.1(a).

" Change of Control " means:

(a)           The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 15% or more of either (i) the then

outstanding shares of Common Stock of the Company (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of Directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control:  (w) any acquisition directly from the Company, (x) any acquisition by the Company, (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (z) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subsection (c) of this definition; or

(b)           Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(c)           Consummation of a reorganization, merger or consolidation of the Company or sale or other disposition of all or substantially all of the assets of the Company or the acquisition by the Company of assets or stock of another entity (a "Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 15% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(d)           Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

" Code " means the Internal Revenue Code of 1986, as amended and in effect from time to time.

" Committee " means the committee described in Article VI, and if an Administrative Committee has been appointed pursuant to Section 6.2, shall include such Administrative Committee.

" Common Stock " means the Company's Common Stock, par value $1.00 per share, and related preferred share purchase rights, as such shares may be adjusted in accordance with Section 3.1(c).

" Common Stock Units Account " means an Account with entries denominated in Units (including fractions) that are credited in accordance with Section 3.1(b).

" Company " means The Toro Company, a Delaware corporation, and any successor to all or substantially all of the Company's assets or business.  Except as used in of Article VII, "Company" also includes any participating subsidiary.

" Deferral Election " means a Participant's election under Section 2.3, made in a manner and on the form prescribed by the Committee.

" Director " means any member of the Board who is not an employee of the Company or of any subsidiary of the Company.

" Director's Fees " means amounts paid to a Director as compensation (but not as reimbursement of expenses) for serving on the Board, including retainer fees, meeting fees and stock grants or awards.

" ERISA " means the Employee Retirement Income Security Act of 1974, as amended and as in effect from time to time.

" Fair Market Value " means the closing price of one share of Common Stock as reported by the New York Stock Exchange.

" IRS " means the Internal Revenue Service.

" Participant " means a Director who elects to participate in the Plan in accordance with Article II.  Status as a Participant shall continue for as long as the individual has a balance credited to an Account under the Plan, even if the Participant is no longer a Director.  A Beneficiary, a spouse or former spouse, or an executor or personal administrator of a Participant's estate shall not be treated as a Participant even if such individual or the Participant's estate has an interest in the Participant's benefits under the Plan.

" Plan " means the Deferred Compensation Plan for Non-Employee Directors, as it may be amended from time to time.

" Plan Year " means the calendar year.

" Retirement " or " Retire(s) " refers to separation from service as a Director for any reason.  With respect to any payments hereunder that are subject to Code Section 409A and that are payable on account of a separation from service, the determination of whether the Director has had a separation from service shall be made in accordance with Code Section 409A.

" Stable Return Fund Measure " means the earnings rate paid or credited from time to time on assets held in the Stable Return Fund under The Toro Company Investment, Savings and Employee Stock Ownership Plan, or its successor plan.

" Trust " means a trust established by the Company to be used in connection with the Plan.

" Trustee " means the financial institution or individual acting at the time as trustee of the Trust.

" Unforeseeable Emergency " means a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant's spouse, the Participant's Beneficiary or the Participant's dependent (as defined in Code Section 152, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B)); loss of the Participant's property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.  For example, (a) imminent foreclosure of or eviction from the Participant's primary residence may constitute an Unforeseeable Emergency; (b) the need to pay for medical expenses, including nonrefundable deductibles, as well as for the costs of prescription drug medications, may constitute an Unforeseeable Emergency; (c) the need to pay for the funeral expenses of a spouse, a Beneficiary or a dependent (as defined in Code Section 152, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B)) may also constitute an Unforeseeable Emergency; and (d) the purchase of a home and the payment of college tuition are not Unforeseeable Emergencies.

" Unit " means a denomination that has a value equal to one share of Common Stock, subject to adjustment by the Committee in accordance with Section 3.1(c) of the Plan.

II.           ELIGIBILITY; PARTICIPATION; DEFERRAL

Any Director is eligible to participate in the Plan.

A Director may become a Participant in the Plan by completing, signing and delivering to the Office of the Corporate Secretary a Deferral Election, which may include distribution elections, a Beneficiary designation and such other material as the Committee may request.

(a)            Deadline for Delivery .  A Director may deliver a Deferral Election not later than December 31 of the year prior to the Plan Year to which it relates.  Notwithstanding the

foregoing, in a year in which an individual first becomes a Director, the individual may submit a Deferral Election not later than 30 days after the date the individual becomes eligible to participate in the Plan, provided that the election shall be effective only with respect to Directors' Fees paid for services to be performed after the election.

(b)            Election Irrevocable .  A Deferral Election is effective upon delivery and is irrevocable with respect to the Plan Year to which it relates.  A Participant may change a Deferral Election for a subsequent Plan Year by delivering a new Deferral Election to the Office of the Corporate Secretary not later than December 31 of the preceding Plan Year.

III.           CREDITING AND VESTING

(a)            Cash Account .  A Participant's Cash Account shall be credited with Directors' Fees deferred pursuant to a valid Deferral Election and shall be further credited with earnings at a rate and in a manner authorized by the Committee from time to time; provided that the earnings rate shall be based on a Participant's selection from among fund choices made available by the Committee from time to time, and provided further that the choices available for a Cash Account shall not include a Common Stock fund.  Earnings shall be credited as of the end of each business day that the Committee authorizes the Plan's recordkeeping system to determine the value of gains and losses.  Notwithstanding the foregoing, for Participants who did not make a one-time election as of October 31, 2006 to allocate all funds in all Accounts, past and future, so that earnings are based on the rate of return of one or more of the funds made available by the Committee as described above, the earnings shall be credited at a rate based on the Stable Return Fund Measure.

(b)            Common Stock Units Account .  A Participant's Common Stock Units Account shall be credited with a number of Units equal to the number of shares of Common Stock that otherwise would have been issued to a Participant by way of a stock grant or award, but that were deferred pursuant to a valid Deferral Election.

(c)            Account Value .  Subject to the second paragraph of this Section 3.1(c) t