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3.1 and 4.1 Restated Certificate of Incorporation of The Toro 10.4 The Toro Company 1993 Stock Option Plan, as amended
Company (incorporated by reference to Exhibit 3.1 to Registrant’s (incorporated by reference to Exhibit 10(f) to Registrant’s Quarterly
Current Report on Form 8-K dated June 17, 2008, Commission Report on Form 10-Q for the quarter ended July 30, 1999,
File No. 1-8649). Commission File No. 1-8649).*
3.2 and 4.2 Amended and Restated Bylaws of The Toro 10.5 The Toro Company Performance Share Plan (As Amended
Company (incorporated by reference to Exhibit 3.2 to Registrant’s January 15, 2008) (incorporated by reference to Exhibit 10.2 to
Current Report on Form 8-K dated June 17, 2008, Commission Registrant’s Current Report on Form 8-K dated January 15, 2008,
File No. 1-8649). Commission File No. 1-8649).*
4.3 Specimen Form of Common Stock Certificate (incorporated 10.6 The Toro Company 2000 Stock Option Plan (As Amended
by reference to Exhibit 4(c) to Registrant’s Quarterly Report on December 3, 2008) (incorporated by reference to Exhibit 10.5 to
Form 10-Q for the quarter ended August 1, 2008, Commission File Registrant’s Annual Report on Form 10-K for the fiscal year ended
No. 1-8649). October 31, 2008, Commission File No. 1-8649).*
4.4 Indenture dated as of January 31, 1997, between Registrant 10.7 The Toro Company Supplemental Benefit Plan, Amended
and First National Trust Association, as Trustee, relating to The and Restated Effective January 1, 2009 (incorporated by reference
Toro Company’s 7.80% Debentures due June 15, 2027 to Exhibit 10(d) to Registrant’s Quarterly Report on Form 10-Q for
(incorporated by reference to Exhibit 4(a) to Registrant’s Current the quarter ended August 1, 2008, Commission File No. 1-8649).*
Report on Form 8-K dated June 24, 1997, Commission File 10.8 The Toro Company Deferred Compensation Plan, Amended
No. 1-8649). and Restated Effective January 1, 2009 (incorporated by reference
4.5 Indenture dated as of April 20, 2007, between Registrant and to Exhibit 10(a) to Registrant’s Quarterly Report on Form 10-Q for
The Bank of New York Trust Company, N.A., as Trustee, relating the quarter ended August 1, 2008, Commission File No. 1-8649).*
to The Toro Company’s 6.625% Notes due May 1, 2037 10.9 The Toro Company Deferred Compensation Plan for
(incorporated by reference to Exhibit 4.3 to Registrant’s Officers, Amended and Restated Effective January 1, 2009
Registration Statement on Form S-3 filed with the Securities and (incorporated by reference to Exhibit 10(b) to Registrant’s Quarterly
Exchange Commission on April 23, 2007, Registration Report on Form 10-Q for the quarter ended August 1, 2008,
No. 333-142282). Commission File No. 1-8649).*
4.6 First Supplemental Indenture dated as of April 26, 2007, 10.10 The Toro Company Deferred Compensation Plan for
between Registrant and The Bank of New York Trust Company, Non-Employee Directors, Amended and Restated Effective
N.A., as Trustee, relating to The Toro Company’s 6.625% Notes January 1, 2009 (incorporated by reference to Exhibit 10(c) to
due May 1, 2037 (incorporated by reference to Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended
Registrant’s Current Report on Form 8-K dated April 23, 2007, August 1, 2008, Commission File No. 1-8649).*
Commission File No. 1-8649). 10.11 The Toro Company 2000 Directors Stock Plan (As
4.7 Form of The Toro Company 6.625% Note due May 1, 2037 Amended March 18, 2009) (incorporated by reference to
(incorporated by reference to Exhibit 4.2 to Registrant’s Current Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the
Report on Form 8-K dated April 23, 2007, Commission File quarter ended May 1, 2009, Commission File No. 1-8649).*
No. 1-8649). 10.12 Form of Nonqualified Stock Option Agreement between
10.1 Form of Employment Agreement in effect for certain The Toro Company and its Non-Employee Directors under The
executive officers of The Toro Company (incorporated by reference Toro Company 2000 Directors Stock Plan (incorporated by
to Exhibit 10(a) to Registrant’s Quarterly Report on Form 10-Q for reference to Exhibit 10.20 to Registrant’s Annual Report on
the quarter ended July 30, 1999, Commission File No. 1-8649).* Form 10-K for the fiscal year ended October 31, 2008,
10.2 The Toro Company First Amendment to Employment Commission File No. 1-8649).*
Agreement (incorporated by reference to Exhibit 10.1 to 10.13 Form of Nonemployee Director Stock Option Agreement
Registrant’s Quarterly Report on Form 10-Q for the quarter ended between The Toro Company and its Non-Employee Directors
January 30, 2009, Commission File No. 1-8649).* under The Toro Company 2010 Equity and Incentive Plan
10.3 The Toro Company 2010 Equity and Incentive Plan (incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly
(incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 10-Q for the quarter ended July 30, 2010,
Report on Form 8-K dated March 16, 2010, Commission File Commission File No. 1-8649).*
No. 1-8649).*
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