Exhibit
10(j)


AMENDMENT NO. 1

TO

THE TORO COMPANY


DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE
DIRECTORS


This revised and
renamed Amendment No. 1 is made to The Toro Company Deferred Compensation Plan
for Non-Employee Directors, as previously amended and restated effective July
20, 2000 (the “Plan”).  All defined terms
shall have the meanings set forth in the Plan. 
This Amendment is effective October 16, 2006, unless otherwise stated
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.                                      Section
3.1(a) shall be amended to read as follows:


(a)           Cash Account.


(i)  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 (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 (ii) 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.


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


(A)                              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











(B)                                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.


2.                                      Section
4.2(b) shall be amended to read as follows:


(b)           Subject
to the following sentence, an election may be changed to an allowable
alternative payment period by submitting a new election to the Committee, in a
form approved by the Committee, provided that an election submitted less than
one year before the distribution is to commence shall not be given effect.  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. 
Subject to the foregoing, the most recent effective election received by
the Committee shall govern the payment. 
If a Participant does not make a valid election with respect to the
payment of benefits, then such benefits shall be payable in a single
distribution.  The single distribution
shall be made, or installment payments shall commence, on or around the 15th
day of January immediately after the calendar year in which the Participant
retires.


3.             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.


*  *  *


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