TORO CO — Director's Dealing 2011

Feb 24, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2011-02-22

Reporting Person: DRAZAN MICHAEL D (CIO, VP Contractor Business)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-22	Common Stock	M	6196	$16.1375	Acquired	27951	Direct
2011-02-22	Common Stock	S	6196	$61.059	Disposed	21755	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-22	Incentive Stock Option	$16.1375	M	6196	Disposed	2012-12-04	Common Stock (6196)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1995.323	Indirect
Performance Share Units	13080.231	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares of common stock were sold in multiple transactions at prices ranging from $61.02 to $61.173 inclusive. The reporting person undertakes to provide to The Toro Company, any security holder of The Toro Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2: Includes 6.401 shares of common stock acquired by the reporting person under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP since the date of his last report.

F3: Includes 42.114 Performance Share Units acquired by the reporting person under the dividend reinvestment feature of The Toro Company Deferred Compensation Plan for Officers since the date of his last report.