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THE TORO COMPANY

2000 DIRECTORS STOCK PLAN




     1. Purpose of the Plan. The purpose of The Toro Company 2000 Directors
Stock Plan (“Plan”) is to enable The Toro Company (the “Company”) to attract
and retain experienced and knowledgeable directors to serve on the Board of
Directors of the Company or its subsidiaries, and to further align their
interests with those of the stockholders of the Company by providing for or
increasing their stock ownership interests in the Company. It is intended that
the Plan be interpreted so that transactions under the Plan are exempt under
Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), to the extent applicable.



     2. Eligibility. All members of the Company’s Board of Directors who are
not current employees of the Company or any of its subsidiaries (“Nonemployee
Directors”) are eligible to participate in the Plan.



     3. Plan Awards.




a. Directors Shares. To carry out the purposes of the Plan, the Company
shall, on the first business day of each fiscal year, issue to each
person who is then a Nonemployee Director shares of the Company’s Common
Stock, $1.00 par value and related preferred share purchase rights (the
“Common Stock”), in an amount equal to $10,000 divided by the fair
market value of one share of Common Stock rounded down to the greatest
number of whole shares (“Directors Shares”) subject to adjustment as
provided in Section 5 hereof. Fair market value for this purpose shall
be the average of the 4 p.m. Eastern Time closing prices of the Common
Stock as reported by the New York Stock Exchange for each of the trading
days in the three calendar months immediately prior to the date of issue
of the Directors Shares.




b. Directors Options.




i. Annual Grant. Subject to the terms and conditions of this Section
3.b., on the first business day of each fiscal year, the Company shall grant
a nonqualified option (“Directors Option”) to purchase 2,000 shares of
Common Stock to each person who is then a Nonemployee Director. Directors
Options shall be granted at an exercise price per share equal to the fair
market value of one share of Common Stock on the date of grant, but not less
than par value. Fair market value for this purpose shall be the 4 p.m.
Eastern Time closing price of the Common Stock as reported by the New York
Stock Exchange for the date of grant. No option may be repriced, once
granted.




ii. Vesting, Transferability and Exercisability.




(a) Vesting. Except as provided in Sections 3.b.ii.(c)(1) and (2),
Directors Options shall vest and become exercisable in three equal
installments on each of the first, second and third anniversaries following
the date of grant, and shall remain exercisable for a term of ten years
after the date of grant.




(b) No Transfer. No Directors Option shall be assigned or transferred,
except by will or the laws of descent and distribution. An option so
transferred may be exercised after the death of the individual to



 









 






whom it is granted only by such individual’s legal representatives,
heirs or legatees, not later than the earlier of the date the option expires
or one year after the date of death of such individual, and only with
respect to an option exercisable at the time of death.




   (c) Exercise. During the lifetime of a Nonemployee Director, Directors
Options held by such individual may be exercised only by the Nonemployee
Director and only while serving as a member of the Board of Directors of the
Company and only if the Nonemployee Director has been continuously so
serving since the date such options were granted, except as follows:




     (1) Disability or Death. In the event of disability or death of a
Nonemployee Director, all outstanding unvested options shall vest effective
as of the date of death or termination of service by reason of disability,
and all such vested options may be exercised by such individual or his or
her legal representatives not later than the earlier of the date the option
expires or one year after the date such service as a Nonemployee Director
ceases by reason of disability or death.




     (2) Termination. If a Nonemployee Director has served as a member of
the Board of Directors for ten full fiscal years or longer and terminates
service on the Board, (A) outstanding unvested options shall remain
outstanding and continue to vest in accordance with their terms, and (B) the
Nonemployee Director may exercise all such vested outstanding options for up
to four years after the date of termination, but not later than the date an
option expires. If a Nonemployee Director has served as a member of the
Board of Directors for less than ten years and terminates service on the
Board, (C) all unvested options shall expire and be canceled and (D) the
Nonemployee Director may exercise any vested outstanding options for up to
three months after the date of termination, but not later than the date an
option expires.




   (d) Methods of Exercise and Payment of Exercise Price. Subject to the
terms and conditions of the Plan and the terms and conditions of the option
agreement, a vested option may be exercised in whole at any time or in part
from time to time, by delivery to the Company at its principal office of a
written notice of exercise specifying the number of shares with respect to
which the option is being exercised, accompanied by payment in full of the
exercise price for shares to be purchased at that time. Payment may be made
(1) in cash, (2) by tendering (either actually or by attestation) shares of
Common Stock already owned for at least six months (or shorter period
necessary to avoid a charge to the Company’s earnings for financial statement
purposes) valued at the fair market value of the Common Stock on the date of
exercise, (3) in a combination of cash and Common Stock or (4) by delivery of
a notice of exercise of options, together with irrevocable instructions,
approved in advance by proper officers of the Company, (A) to a brokerage
firm designated by the Company, to deliver promptly to the Company the
aggregate amount of sale or loan proceeds to pay the exercise price and any
related tax withholding obligations and (B) to the Company, to deliver
certificates for such purchased shares directly to such brokerage firm, all
in accordance with regulations of the Federal Reserve Board.




   No shares of Common Stock shall be issued until full payment has been
made.




c. Share Proration. If, on any date on which Directors Shares are to be
issued pursuant to Section 3.a. or Directors Options are to be granted
pursuant to Section 3.b., the number of shares of



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Common Stock is insufficient for the issuance of the entire number of
shares to be issued or for the grant of the entire number of options, as
calculated in accordance with Section 3.a. or Section 3.b., respectively,
then the number of shares to be issued and options to be granted to each
Nonemployee Director entitled to receive Directors Shares or Directors
Options on such date shall be such Nonemployee Director’s proportionate
share of the available number of shares and options (rounded down to the
greatest number of whole shares), provided that if a sufficient number of
shares of Common Stock is available to issue all of the Directors Shares,
then the entire number of Directors Shares shall be issued first and the
number of shares to be subjected to options shall be prorated in accordance
with this section.



     4. Shares in Lieu of Fees. A Nonemployee Director shall have the right to
elect to receive shares of Common Stock in lieu of annual retainer and meeting
fees otherwise payable in cash. The election to receive Common Stock shall be
made prior to the date fees are otherwise scheduled to be paid but not later
than May 31 of the calendar year for which the fees are to be paid. Fees that
are earned after the date a director makes an election shall be reserved
through the rest of the calendar year and shares shall be issued in December of
that year. The number of shares to be issued shall be determined by dividing
the dollar amount of reserved fees by the 4 p.m. Eastern Time closing price of
one share of Common Stock as reported by the New York Stock Exchange for the
date that the shares are issued.



     5. Stock Subject to Plan. Subject to adjustment as provided in this
paragraph and subject to increase by amendment of the Plan, the total number of
shares of Common Stock reserved and available for issuance in connection with
the Plan shall be 240,000 shares. If any Directors Option granted hereunder
expires unexercised, terminates, is exchanged for other options without the
issuance of shares of Common Stock or is exercised by delivery or constructive
delivery of shares of Common Stock already owned by the option holder, the
shares of Common Stock reserved for issuance pursuant to such option shall, to
the extent of any such termination or to the extent the shares covered by an
option are not issued or used, again be available for option grants under the
Plan, unless prohibited by applicable law or regulation. Any shares issued by
the Company in connection with the assumption or substitution of outstanding
option grants from any acquired corporation shall not reduce the shares
available for stock awards or option grants under the Plan. In the event of a
corporate transaction involving the Company, the Common Stock or the Company’s
corporate or capital structure, including but not limited to any stock
dividend, stock split, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, reclassification, split-up, spin-off,
combination or exchange of shares, or a sale of the Company or of all or part
of its assets or any distribution to stockholders other than a normal cash
dividend, the Committee shall make such proportional adjustments as are
necessary to preserve the benefits or potential benefits of the Directors
Shares and Directors Options. Action by the Committee may include all or any of
adjustment in (a) the maximum number and kind of securities subject to the Plan
as set forth in this paragraph; (b) the maximum number and kind of securities
that may be made subject to Directors Options and the determination of the
number or kind of Directors Shares; (c) the number and kind of securities
subject to any outstanding Directors Option; and (d) any other adjustments that
the Committee determines to be equitable.



     6. Change of Control. In the event of a Change of Control of the Company
as hereinafter defined, all Directors Options shall fully vest, and be
exercisable in their entirety immediately, and notwithstanding any other
provisions of the Plan, shall continue to be exercisable for three years
following the Change of Control, but not later than ten years after the date of
grant.



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     Change of Control means:




	 	a.	 	The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
“Person”) of beneficial ownership (within the meaning of Rule 13d-3
under the Exchange Act) of 15% or more of either (i) the
then-outstanding shares of Common Stock of the Company (the “Outstanding
Company Common Stock”) or (ii) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote
generally in the election of directors (the “Outstanding Company Voting
Securities”); provided, however, that for purposes of this subsection
a., the following acquisitions shall not constitute a Change of Control:
(i) any acquisition directly from the Company, (ii) any acquisition by
the Company, (iii) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any corporation
controlled by the Company or (iv) any acquisition by any corporation
pursuant to a transaction that complies with clauses (i), (ii) and (iii)
of subsection c. of this Section 6; or





	 	b.	 	Individuals who, as of the date hereof, constitute the Board of
Directors of the Company (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof whose
election, or nomination for election by the Company’s stockholders, was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs
as a result of an actual or threatened election contest with respect to
the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other
than the Board; or





	 	c.	 	Consummation of a reorganization, merger or consolidation of the
Company or sale or other disposition of all or substantially all of the
assets of the Company or the acquisition by the Company of assets or
stock of another entity (a “Business Combination”), in each case,
unless, following such Business Combination, (i) all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of,
respectively, the then-outstanding shares of common stock and the
combined voting power of the then-outstanding voting securities entitled
to vote generally in the election of directors, as the case may be, of
the corporation resulting from such Business Combination (including,
without limitation, a corporation which as a result of such transaction
owns the Company or all or substantially all of the Company’s assets
either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (ii) no
Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the
Company or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 15% or more of, respectively,
the then-outstanding shares of common stock of the corporation resulting
from such Business Combination, or the combined voting power of the
then-outstanding voting securities of such corporation except to the
extent that such ownership existed prior to the Business Combination and
(iii) at least a majority of the members of the board of directors of
the corporation




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resulting from such Business Combination were members of the Incumbent
Board at the time of the execution of the initial agreement, or of the
action of the Board, providing for such Business Combination; or




	 	d.	 	Approval by the stockholders of the Company of a complete liquidation
or dissolution of the Company.




     7. Administration of the Plan. The Plan shall be administered by a
committee composed of those members of the Board of Directors of the Company
who are also employees of the Company (the “Committee”). The Committee shall
have the authority to carry out all provisions of the Plan; provided, however,
that it shall have no discretion to determine which Nonemployee Directors may
receive Directors Shares or Directors Options or to set the value of such
Directors Shares or Directors Options, other than to make the calculations
required by Section 3.a., Section 3.b. Section 4 or Section 5.



     8. Tax Withholding. The Company shall have the right to deduct from any
settlement made under the Plan, including the exercise of an option or the sale
of shares of Common Stock, any federal, state or local taxes of any kind
required by law to be withheld with respect to such payments or to require the
option holder to pay the amount of any such taxes or to take such other action
as may be necessary in the opinion of the Company to satisfy all obligations
for the payment of such taxes. If Common Stock is withheld or surrendered to
satisfy tax withholding, such stock shall be valued at its fair market value as
of the date such Common Stock is withheld or surrendered. The Company may also
deduct from any such settlement any other amounts due the Company by the option
holder.



     9. Effective Date and Term of Plan. The Plan first became effective
March 14, 2001 and shall be perpetual, unless terminated by action of the Board
of Directors.



     10. Amendment. The Board may amend, suspend or terminate the Plan at any
time, with or without advance notice to Plan participants. The effective date
of any amendment to the Plan shall be the date of its adoption by the Board of
Directors, subject to stockholder approval, if required. No amendment of the
Plan shall adversely affect in a material manner any right of any option holder
with respect to any option theretofore granted without such option holder’s
written consent.



     11. Governing Law. The Plan, Directors Shares, Directors Options and
agreements entered into under the Plan shall be construed, administered and
governed in all respects under and by the applicable laws of the State of
Delaware, excluding any conflicts or choice of law rule or principle that might
otherwise refer construction or interpretation of the Plan or an option or an
award or agreement to the substantive law of another jurisdiction.




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