EXHIBIT
4(c)


NUMBER


MM





	
  

  	
   

  	
   

  	
   

  	
   

  	 

	
  [FAMILY

  GRAPHIC]

  	
   

  	
   

  	
  COMMON STOCK

  	
   

  	
  THIS CERTIFICATE IS TRANSFERABLE

  	 

	
   

  	
   

  	
   

  	
   

  	
  IN NEW YORK, NY
  or

  	 

	
   

  	
   

  	
   

  	
   

  	
  in South Saint
  Paul, MN

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  INCORPORATED
  UNDER THE LAWS

  	
   

  	
  SHARES

  	 

	
   

  	
   

  	
  OF THE STATE OF
  DELAWARE

  	
   

  	
   

  	 

	
   

  	 

	
   

  	
   

  	
  [SEASONS
  GRAPHIC]

  	 

	
   

  	
   

  	
   

  	 

	
  The Toro Company

  	
  CUSIP 891092 10 8

  	 

	
   

  	
   

  	 

	
  THIS CERTIFIES THAT

  	
  SEE REVERSE FOR

  
	
   

  	
  CERTAIN DEFINITIONS

  
	
   

  
	
  IS THE

  REGISTERED

  HOLDER OF

  	
   

  
										



 


FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK PAR VALUE $1.00
EACH, OF


Certificate of
Stock


The Toro Company transferable on the books of the
Corporation by the holder hereof, in person or by duly authorized attorney,
upon surrender of this Certificate properly endorsed. This Certificate and the
shares represented hereby, are issued and shall be held subject to all of the
provisions of the Certificate of Incorporation and By-Laws of the Corporation,
and all amendments thereto, to all of which the holder, by accepting this
Certificate, assents. This Certificate is not valid unless countersigned and
registered by the Transfer Agent and Registrar.


In Witness Whereof, the Corporation
has caused this Certificate to be signed in facsimile by its duly authorized
officers, and a facsimile of its corporate seal to be hereunto affixed.



	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COUNTERSIGNED AND REGISTERED:

  	
   

  	
   

  	
   

  	
  /s/ Michael J. Hoffman

  
	
  WELLS
  FARGO BANK, N.A.

  	
   

  	
  SEAL

  	
   

  	
  PRESIDENT AND 

  
	
   

  	
   

  	
   

  	
   

  	
  CHIEF EXECUTIVE OFFICER

  
	
   

  	
  TRANSFER AGENT

  	
   

  	
   

  	
   

  
	
   

  	
  AND REGISTRAR

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BY

  	
  /s/ L.M. Kaufman

  	
   

  	
   

  	
   

  	
   

  	
  /s/ J. Lawrence
  McIntyre

  
	
   

  	
  AUTHORIZED SIGNATURE

  	
   

  	
  VICE PRESIDENT AND

  
	
   

  	
   

  	
   

  	
   

  	
  SECRETARY

  
									



 















 


THE TORO
COMPANY


THE SHARES ARE SUBJECT TO RIGHTS,
PREFERENCES AND RESTRICTIONS. A FULL STATEMENT OF THE RIGHTS, PREFERENCES AND
RESTRICTIONS GRANTED TO OR IMPOSED UPON THE SHARES OF ALL CLASSES OF SERIES,
AND A STATEMENT OF THE AUTHORITY VESTED BY THE CERTIFICATE OF INCORPORATION IN
THE BOARD OF DIRECTORS UNDER SUBCHAPTER V, SECTION 151, OF THE DELAWARE GENERAL
CORPORATION LAW, TO FIX THE RIGHTS OF SERIES OF SHARES THEN UNALLOTTED WILL BE
FURNISHED TO ANY SHAREHOLDER WITHOUT CHARGE AND UPON REQUEST MADE TO THE OFFICE
OF THE SECRETARY OF THE COMPANY.


THE FOLLOWING ABBREVIATIONS, WHEN USED IN THE
INSCRIPTION ON THE FACE OF THIS CERTIFICATE, SHALL BE CONSTRUED AS THOUGH THEY
WERE WRITTEN OUT IN FULL ACCORDING TO APPLICABLE LAWS OR REGULATIONS: 


	
  

  	
   

  	
   

  
	
  TEN COM

  	
  —

  	
  as tenants in common

  
	
  TEN ENT

  	
  —

  	
  as tenants by the entireties

  
	
  JT TEN

  	
  —

  	
  as joint tenants with right of survivorship and not
  as tenants in common

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UNIF GIFT MIN ACT —

  	
   

  	
  Custodian

  	
   

  
	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
   

  	
  under Uniform
  Gifts to Minors Act

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (State)

  
									



 


Additional
abbreviations may also be used though not in the above list.


FOR VALUE RECEIVED                                                 
hereby sell, assign and transfer unto


	
  (PLEASE INSERT SOCIAL
  SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


(PLEASE PRINT OR
TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)


Common Shares represented by the within Certificate,
and do hereby irrevocably constitute and appoint


Attorney to transfer the said shares on the books of the within-named
Corporation.


Dated


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTICE:

  	
  THE SIGNATURE TO THIS
  ASSIGNMENT MUST 

  



 









 



 


	
  

  	
  CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
  THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY
  CHANGE WHATEVER.

  



This
certificate also evidences and entitles the holder hereof to certain rights as
set forth in a Rights Agreement between The Toro Company and Norwest Bank of
Minnesota, N.A., as Rights Agent, dated as of May 20, 1998 (as amended from
time to time, the “Rights Agreement”), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the principal
executive offices of The Toro Company. Under certain circumstances, as set
forth in the Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this certificate. The Toro
Company will mail to the holder of this certificate a copy of the Rights
Agreement without charge after receipt of a written request therefor. Rights
issued to, or beneficially owned by, any Person who becomes an Acquiring Person
(as defined in the Rights Agreement) may become null and void. 


Effective July 10, 2000, Norwest Bank Minnesota,
N.A.

changed its name to Wells Fargo Bank, N.A. 


Effective February 20, 2004, Wells
Fargo Bank, N.A.

changed its name to Wells Fargo Bank, N.A.