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2.5 First Amendment to Second Amended and Restated 10.3 The Toro Company 1993 Stock Option Plan, as amended
Repurchase Agreement (Two Step), by and between The Toro (incorporated by reference to Exhibit 10(f) to Registrant’s Quarterly
Company and Red Iron Acceptance, LLC (filed herewith). Report on Form 10-Q for the quarter ended July 30, 1999,
Commission File No. 1-8649).*
3.1 and 4.1 Restated Certificate of Incorporation of The Toro
Company (incorporated by reference to Exhibit 3.1 to Registrant’s 10.4 The Toro Company Performance Share Plan (As Amended
Current Report on Form 8-K dated June 17, 2008, Commission January 15, 2008) (incorporated by reference to Exhibit 10.2 to
File No. 1-8649). Registrant’s Current Report on Form 8-K dated January 15, 2008,
Commission File No. 1-8649).*
3.2 and 4.2 Amended and Restated Bylaws of The Toro
Company (incorporated by reference to Exhibit 3.2 to Registrant’s 10.5 The Toro Company 2000 Stock Option Plan (As Amended
Current Report on Form 8-K dated June 17, 2008, Commission December 3, 2008) (incorporated by reference to Exhibit 10.5 to
File No. 1-8649). Registrant’s Annual Report on Form 10-K for the fiscal year ended
October 31, 2008, Commission File No. 1-8649).*
4.3 Specimen Form of Common Stock Certificate (incorporated
by reference to Exhibit 4(c) to Registrant’s Quarterly Report on 10.6 The Toro Company Supplemental Benefit Plan, Amended
Form 10-Q for the quarter ended August 1, 2008, Commission File and Restated Effective January 1, 2009 (incorporated by reference
No. 1-8649). to Exhibit 10(d) to Registrant’s Quarterly Report on Form 10-Q for
the quarter ended August 1, 2008, Commission File No. 1-8649).*
4.4 Indenture dated as of January 31, 1997, between Registrant
and First National Trust Association, as Trustee, relating to The 10.7 The Toro Company Deferred Compensation Plan, Amended
Toro Company’s 7.80% Debentures due June 15, 2027 and Restated Effective January 1, 2009 (incorporated by reference
(incorporated by reference to Exhibit 4(a) to Registrant’s Current to Exhibit 10(a) to Registrant’s Quarterly Report on Form 10-Q for
Report on Form 8-K dated June 24, 1997, Commission File the quarter ended August 1, 2008, Commission File No. 1-8649).*
No. 1-8649). 10.8 The Toro Company Deferred Compensation Plan for
4.5 Indenture dated as of April 20, 2007, between Registrant and Officers, Amended and Restated Effective January 1, 2009
The Bank of New York Trust Company, N.A., as Trustee, relating (incorporated by reference to Exhibit 10(b) to Registrant’s Quarterly
to The Toro Company’s 6.625% Notes due May 1, 2037 Report on Form 10-Q for the quarter ended August 1, 2008,
(incorporated by reference to Exhibit 4.3 to Registrant’s Commission File No. 1-8649).*
Registration Statement on Form S-3 filed with the Securities and 10.9 The Toro Company Deferred Compensation Plan for
Exchange Commission on April 23, 2007, Registration Non-Employee Directors, Amended and Restated Effective
No. 333-142282). January 1, 2009 (incorporated by reference to Exhibit 10(c) to
4.6 First Supplemental Indenture dated as of April 26, 2007, Registrant’s Quarterly Report on Form 10-Q for the quarter ended
between Registrant and The Bank of New York Trust Company, August 1, 2008, Commission File No. 1-8649).*
N.A., as Trustee, relating to The Toro Company’s 6.625% Notes 10.10 The Toro Company 2000 Directors Stock Plan (As
due May 1, 2037 (incorporated by reference to Exhibit 4.1 to Amended March 18, 2009) (incorporated by reference to
Registrant’s Current Report on Form 8-K dated April 23, 2007, Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the
Commission File No. 1-8649). quarter ended May 1, 2009, Commission File No. 1-8649).*
4.7 Form of The Toro Company 6.625% Note due May 1, 2037 10.11 Form of Nonqualified Stock Option Agreement between
(incorporated by reference to Exhibit 4.2 to Registrant’s Current The Toro Company and its Non-Employee Directors under The
Report on Form 8-K dated April 23, 2007, Commission File Toro Company 2000 Directors Stock Plan (incorporated by
No. 1-8649). reference to Exhibit 10.20 to Registrant’s Annual Report on
10.1 The Toro Company 2010 Equity and Incentive Plan Form 10-K for the fiscal year ended October 31, 2008,
(incorporated by reference to Exhibit 10.1 to Registrant’s Current Commission File No. 1-8649).*
Report on Form 8-K dated March 16, 2010, Commission File 10.12 Form of Nonemployee Director Stock Option Agreement
No. 1-8649).* between The Toro Company and its Non-Employee Directors
10.2 Amendment No. 1 to The Toro Company 2010 Equity and under The Toro Company 2010 Equity and Incentive Plan
Incentive Plan (filed herewith).* (incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly
Report on Form 10-Q for the quarter ended July 30, 2010,
Commission File No. 1-8649).*
66