TORO CO — Director's Dealing 2010

Dec 9, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2010-12-07

Reporting Person: Ramstad Peter M (VP, HR and Bus. Development)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-07	Common Stock	A	1409	—	Acquired	3705.678	Direct
2010-12-07	Common Stock	F	460	$64.38	Disposed	3245.678	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-08	Stock Option	$63.52	A	11500	Acquired	2020-12-08	Common Stock (11500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	157.221	Indirect

Footnotes

F1: Represents payout of Performance Share Awards for the Fiscal 2008 to Fiscal 2010 Performance Period under The Toro Company Performance Share Plan (the "PSP"), as approved by the registrant's Compensation & Human Resources Committee of its Board of Directors and conditioned upon and subject to confirmation by the registrant's Fiscal 2010 financial results released on December 7, 2010. Performance Share Awards are paid in Shares of Common Stock under the PSP.

F2: Includes 32.532 shares of common stock acquired by the reporting person under The Toro Company Dividend Reinvestment Plan since the date of his last report.

F3: Includes the following shares of common stock acquired by the reporting person since the date of his last report: 1.681 shares acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP (IS&ESOP); and 73.021 shares acquired through issuer annual investment fund contributions to the IS&ESOP.

F4: The option vests in three equal annual installments commencing on the first anniversary of the date of grant.