Exhibit 10(h)


AMENDMENT  NO. 1

TO

THE TORO COMPANY DEFERRED COMPENSATION PLAN


(FORMERLY KNOWN AS


THE TORO COMPANY


SUPPLEMENTAL
RETIREMENT PLAN


This revised and
renamed Amendment No. 1 is made to The Toro Company Supplemental Retirement
Plan, as previously amended and restated effective July 27, 1998 (the
“Plan”).  All defined terms shall have
the meanings set forth in the Plan.  This
Amendment is effective as of January 1, 2005, unless otherwise indicated
herein.  In no event will this Amendment
apply to any amounts earned and vested as of December 31, 2004.  All provisions of the Plan not amended by
this Amendment shall remain in full force and effect.


1.                                      Effective
October 16, 2006, Section 3.1 shall be amended to read as follows:


3.1          Deferral
Election


A Participant may elect to defer Compensation for a
calendar year by completing and submitting a deferral election on a form
provided by the Company.  Except as
provided in the following sentence, such election must be submitted to the
Director or the Assistant Corporate Secretary by December 31 to be effective
for the following year.  Notwithstanding
the foregoing, an election to defer incentive compensation under a Company
incentive compensation plan must be made on a fiscal year basis.  A Participant may elect to defer incentive
compensation by completing and submitting a deferral election by the last day
of the Company’s fiscal year immediately preceding the fiscal year in which the
services to which the incentive compensation relate are performed.  An election shall take effect as of January 1
of the year following the year in which it is received, or as of the first day
of the Company’s fiscal year following the fiscal year in which it is received.


A Participant shall not be eligible to defer
Compensation for any calendar year or  incentive compensation for any
fiscal year following the year in which he or she no longer satisfies the
eligibility requirements of this Plan, unless the Committee in its discretion
permits such a deferral.











2.                                      Effective
October 16, 2006, Section 4.1 shall be amended to read as follows:


4.1          Earnings
Rate


(a)           Amounts held in an account maintained
for a Participant shall be credited with earnings (which may include losses in
principal value) at a rate and in a manner authorized by the Committee from
time to time; provided that beginning January 1, 2007, and until changed by
subsequent action of the Committee, the earnings rate for all Participants
(except as otherwise provided in (b) below) shall be based on a Participant’s
selection from the following funds:


American Century Large
Company Value


American Funds Growth
Fund of America


Artisan Mid Cap


Fidelity Diversified
International


ICM Small Company


JPMorgan Mid Cap Value


JPMorgan Prime Money
Market Fund


Alger Small Cap Growth
Institutional I


Vanguard Total Bond Index


Vanguard
Institutional Index


Prior to a Change in Control, the method for
determining the earnings rate may be changed at any time, at the discretion of
the Committee.  After a Change in
Control, the Trustee shall have authority to change the method for determining
the earnings rate.


(b)           Notwithstanding
the foregoing provisions in paragraph (a) above, all current Participants shall
be given a one-time election, until October 31, 2006, either:


(i)                                     To
allocate all funds in all accounts, past and future, so that the earnings rate
is based on the Wells Fargo Stable Return Fund measure; or


(ii)                                  To
allocate all funds in all accounts, past and future, so that the earnings rate
is based on the rate of return from one or more of the funds provided for in
(a) above.


If such a
Participant does not make an election, the earnings rate applicable to all of
such Participant’s accounts, past and future, shall be based on the Wells Fargo
Stable Return Fund measure.


3.                                      Effective
October 16, 2006, the first paragraph of Section 5.2 shall be amended to read
as follows:


Except as provided in Sections 5.3, 5.4, 5.5, and 5.6
hereof, the amount of the Participant’s deferred compensation account shall be
distributed on the Participant’s retirement, resignation or termination from
employment with the Company, or on the 











disability or death of the Participant, whichever occurs first.  Distributions shall be made in accordance
with the Participant’s distribution election most recently filed with the Director
or Assistant Corporate Secretary; provided, that any election filed one year
or less before the date of the Participant’s retirement, resignation or
termination of employment shall be disregarded.


4.                                      Effective
November 30, 2006, Section 5.3 shall be amended to read as follows:


5.3          Early
Distributions


A Participant may irrevocably elect to receive a
distribution of all or a portion of the Participant’s account prior to
retirement, resignation or termination of employment with the Company by
submitting a proper form of distribution election to the Company; provided,
however, that such election shall be made not later than two years prior to the
Plan Year in which the early distribution is to be made.  Distributions under this Section shall be
paid in a lump sum.


5.                                      Effective
October 16, 2006, a new Section 5.9 shall be added as follows:


5.9          Limitation
on Election of Distribution Method


Effective January 1, 2008, a Participant may change
his or her election only one time after making an initial election with respect
to distributions under this Plan.


6.             A new Section 6.5 shall be added as follows:


6.5          Section 409A


The Plan is intended to comply with Section 409A of
the Code and any official regulations or other guidance issued thereunder, to
the extent Section 409A is applicable to the Plan.  Notwithstanding any other provision of the
Plan, the Plan shall be interpreted, operated and administered in a manner
consistent with such intention, and shall be deemed to be amended (and any
deferrals and distributions thereunder shall be deemed to be modified) to the
extent the Company deems necessary to comply with Section 409A and any official
regulations or other guidance issued thereunder and to avoid (a) the
predistribution inclusion in income of amounts deferred under the Plan and
(b) the imposition of any additional tax or interest with respect thereto.











7.                                      Effective
October 16, 2006, the name of the Plan is changed to “The Toro Company Deferred
Compensation Plan,” and all references to the Plan shall be modified accordingly.


*  *  *


The Company has caused
this Amendment to be executed on the date indicated below.


	
  

  	
   

  	
  THE TORO COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated

  	
  3/12/2007

  	
   

  	
  By

  	
  /s/ J. Lawrence McIntyre

  
	
   

  	
   

  	
   

  	
  Its: Vice President, Secretary and General Counsel