Exhibit
10.h


AMENDMENT

TO

THE TORO COMPANY


SUPPLEMENTAL BENEFIT PLAN


(FORMERLY KNOWN AS


THE TORO COMPANY


SUPPLEMENTAL
MANAGEMENT RETIREMENT PLAN)


This Amendment is
made to The Toro Company Supplemental Management Retirement Plan (herein
renamed The Toro Company Supplemental Benefit 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 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
3.3 shall be amended to read as follows:


3.3          Earnings
on Amounts Credited


(a)           Amounts
credited to a Participant’s Article III account shall be credited with earnings
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
Company.  After a Change in Control, the
Trustee shall have authority to change the method for determining the earnings
rate.


Notwithstanding the foregoing provisions, 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


(ii)                                  The
Toro Company Stable Return Fund Measure; or


(ii)                                  Allocate
all funds in all accounts, past and future, so that the earnings 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.                                      The
third sentence of Section 6.2, the third sentence, second paragraph, of
Section 6.4 and the third sentence of Section 6.5 shall be amended as
follows:


A Participant may change his or her election at any time up to one year
before the date of the Participant’s retirement from the Company.


3.                                      A
new Section 6.9 shall be added as follows:


6.9          Limitation
on Election of Distribution Method


Effective January 1, 2008, a Participant may change his
or her election of distribution method only one time after making an initial
election with respect to distribution of any accounts under this Plan.


4.                                      A
new Section 7.5 shall be added as follows:


7.5          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.


5.                                      Effective
November 30, 2006, the name of the Plan is changed to “The Toro Company
Supplemental Benefit 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