Exhibit 10.o


AMENDMENT

TO

THE TORO COMPANY


DEFERRED
COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS


This Amendment 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

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.


(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 Toro Company 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 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:

  	
  12/19/2006

  	
   

  	
  By:

  	
  /s/ J. Lawrence McIntyre

  	
   

  
	
   

  	
    
  Its: Vice President, Secretary and General Counsel