Exhibit
10.m


AMENDMENT

TO

THE TORO COMPANY


DEFERRED
COMPENSATION PLAN FOR OFFICERS


This Amendment is
made to The Toro Company Deferred Compensation Plan for Officers, as previously
amended and restated effective September 19, 2002 (the “Plan”).  All defined terms shall have the meanings set
forth in the Plan.  This Amendment is
effective January 1, 2005.  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 5.2(c) shall
be amended to read as follows:


(c)                                  Change
in Election of Method of Payment.  An
election of a method of payment will apply to all benefits payable to or on
behalf of a Participant under the Plan, including amounts deferred in prior
years and subject to a prior election.  A
Participant may change the method of payment by electing another method
available under the Plan at any time up to one year before the date of the
Participant’s retirement from the Company; provided, however, that effective
January 1, 2008, a Participant may change his or her election only one time
after making an initial election.


2.             Section 5.3(a) shall be amended to read as follows:


(a)                                  Early
Distributions.  Notwithstanding Section
5.1, a Participant may irrevocably elect to receive a distribution of a portion
or all of the Participant’s Performance Share Units Account, Retained Units
Account and the vested portion of the Matching Units Account prior to the
Participant’s death, Disability or termination of employment provided that only
benefits credited to an Account for at least two years may be paid.  The election shall be made on a proper
Deferral Election form not later than two years prior to the year in which the
early distribution is to begin and is subject to approval by the Compensation
Committee.


3.             A new Section 10.8
shall be added as follows:


10.8        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