FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment"), is entered into as of December 31, 2008 and effective as of January 1, 2009 and amends the Employment Agreement (the "Agreement") dated as of [__________] between The Toro Company, a Delaware corporation (the Company"), and [__________] (the "Executive").

WHEREAS, the Company and the Executive wish to amend the Agreement in certain respects to reflect the provisions of Section 409A of the Internal Revenue Code, as amended, and any regulations and other guidance issued thereunder;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other good and valuable consideration, the Company and the Executive agree as follows:

Employment Period.   The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the third anniversary of such date (the "Employment Period"); provided, however, that for purposes of Section 6(a), the Employment Period shall end two and one-half months plus one day after the end of the year that contains the first day of the Window Period, as that term is defined in Section 5(c).

(ii)    Annual Bonus.   In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the "Annual Bonus") in cash at least equal to the Executive's highest bonus under the Company's applicable annual cash incentive plans, or any comparable bonus under any predecessor or successor plan, for the last three full fiscal years prior to the Effective Date (annualized in the event that the Executive was not employed by the Company for the whole of such fiscal year) (the "Recent Annual Bonus").  Each such Annual Bonus shall be paid during the period two and one-half months after the end of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus in accordance with the Company's applicable deferred compensation plan.

(v)   Expenses.   During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided that the Executive shall submit any request for such expense reimbursement under this Section 4(b)(v) or any other provision of this Agreement within six months of the date the expense was incurred.  If the Company reimburses the Executive for any amount to which the Executive is entitled to reimbursement hereunder, such reimbursement shall be made promptly, but in any event on or before the last day of the Executive's taxable year following the taxable year in which the expense or cost was incurred and otherwise so as not to provide for a "deferral of compensation" within the meaning of Code Section 409A.

(c)   Good Reason.   The Executive's employment may be terminated during the Employment Period by the Executive for Good Reason.  For purposes of this Agreement, "Good Reason" shall mean the occurrence or existence of any of the following events or conditions during the Employment Period:

Notwithstanding any provision in this Agreement to the contrary, termination of the Executive's employment shall not be for Good Reason unless (x) the Executive notifies the Company or any successor in writing of the occurrence or existence of the event or condition that the Executive believes constitutes Good Reason within 90 days of the initial existence of such event or condition (which notice specifically identifies the event or condition), (y) the Company or any successor fails to correct the event or condition so identified in all material respects within 30 days after the date on which it receives such notice (the "Remedial Period"), and (z) the Executive actually terminates employment within 30 days after the expiration of the Remedial Period and before the Company or any successor remedies the event or condition (even if after the end of the Remedial Period). If the Executive terminates employment before the expiration of the Remedial Period or after the Company or any successor remedies the event or condition (even if after the end of the Remedial Period), then the Executive's termination will not be considered to be for Good Reason. The Executive may combine the notice required by this Section 5(c) with the Notice of Termination required by Section 5(d).  Anything in this Agreement to the contrary notwithstanding, a termination by the Executive for any reason during the 30-day period immediately following the first anniversary of the Effective Date (the "Window Period") shall be deemed to be a termination for Good Reason for all purposes of this Agreement.

5.  The first line of Section 6(a)(i) shall be amended to read in its entirety as follows:

(i)  the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts; provided, however, that no payments may be made pursuant to this Section 6(a)(i) later than two and one-half months after the end of the year that contains the first day of the Window Period:

6.