Exhibit
10.j


AMENDMENT

TO

THE TORO COMPANY DEFERRED COMPENSATION PLAN


(FORMERLY KNOWN AS


THE TORO COMPANY


SUPPLEMENTAL
RETIREMENT PLAN)


This Amendment is
made to The Toro Company Supplemental Retirement Plan (herein renamed The Toro
Company Deferred Compensation 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 remain in effect until
revoked or revised by the Participant by a written election delivered to the
Director or the Assistant Corporate Secretary. 
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

STI Class Small Cap Growth

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, to:


(i)                                     Allocate
all funds in all accounts, past and future, so that the earnings rate is based
on The Toro Company Stable Return Fund Measure; or


(ii)                                  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 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.                                      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 and provided further
that the election is subject to approval by the Committee.  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:

  	
    12/19/2006

  	
   

  	
  By: 

  	
  /s/ J. Lawrence McIntyre

  	
   

  
	
   

  	
   

  	
   

  	
    Its: Vice President, Secretary and
  General Counsel