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SECURITIES AND EXCHANGE COMMISSION

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Schedule TO
(Rule 14d-100)

Tender Offer Statement under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

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The Toro Company

The Toro Company (Issuer)

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Exhibit (a)(1)(A)

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THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL

The Toro Company, a Delaware corporation (“Toro”), is offering to purchase for cash up to 2,500,000 shares of its common stock, including the associated preferred stock purchase rights issued under the Rights Agreement, dated as of May 20, 1998, between Toro and Wells Fargo Bank, N.A. as Rights Agent, upon the terms and subject to the conditions set forth in this document and the letter of transmittal (which together, as they may be amended and supplemented from time to time, constitute the tender offer). Unless the context otherwise requires, all references to shares shall refer to common stock of Toro and shall include the associated preferred stock purchase rights; and, unless the associated preferred stock purchase rights are redeemed prior to the expiration of the tender offer, a tender of shares will constitute a tender of the associated preferred stock purchase rights. On the terms and subject to the conditions of the tender offer, we will determine the single per share price, not greater than $60.00 nor less than $56.50 per share, net to you in cash, without interest, that we will pay for shares properly tendered and not properly withdrawn in the tender offer, taking into account the total number of shares so tendered and the prices specified by the tendering stockholders. We will select the lowest purchase price that will allow us to purchase 2,500,000 shares, or such fewer number of shares as are properly tendered and not properly withdrawn, at prices not greater than $60.00 nor less than $56.50 per share. Toro will purchase at the purchase price all shares properly tendered at prices at or below the purchase price and not properly withdrawn, on the terms and subject to the conditions of the tender offer, including the odd lot, conditional tender and proration provisions. We reserve the right, in our sole discretion, to purchase more than 2,500,000 shares in the tender offer, subject to applicable law. Toro will not purchase shares tendered at prices greater than the purchase price and shares that we do not accept for purchase because of proration provisions or conditional tenders. Shares not purchased in the tender offer will be returned to the tendering stockholders at our expense as promptly as practicable after the expiration of the tender offer. See Section 1.

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THE TENDER OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 7.

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IMPORTANT

If you wish to tender all or any part of your shares, you should either (1) (a) complete and sign a letter of transmittal according to the instructions in the letter of transmittal and mail or deliver it, together with any required signature guarantee and any other required documents, including the share certificates, to Wells Fargo Bank, N.A., the depositary for the tender offer, or (b) tender the shares according to the procedure for book-entry transfer described in Section 3, or (2) request a broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should contact that person if you desire to tender your shares. If you desire to tender your shares and (1) your share certificates are not immediately available or cannot be delivered to the depositary, (2) you cannot comply with the procedure for book-entry transfer, or (3) you cannot deliver the other required documents to the depositary by the expiration of the tender offer, you must tender your shares according to the guaranteed delivery procedure described in Section 3.

Holders or beneficial owners of shares under The Toro Company Investment, Savings and Employee Stock Ownership Plan, The Toro Company Profit-Sharing Plan for Plymouth Union Employees and The Hahn Equipment Co. Savings Plan for Union Employees (if such shares are not, at the time of tender, subject to any restrictions on transferability) who wish to tender any of such shares in the tender offer must follow the separate instructions and procedures described in Section 3.

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OUR BOARD OF DIRECTORS HAS APPROVED THE TENDER OFFER. HOWEVER, NEITHER WE NOR OUR BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE PRICE OR PRICES AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH TO TENDER YOUR SHARES. IN SO DOING, YOU SHOULD READ CAREFULLY THE INFORMATION IN THIS OFFER TO PURCHASE AND IN THE LETTER OF TRANSMITTAL, INCLUDING OUR REASONS FOR MAKING THE TENDER OFFER. OUR DIRECTORS AND EXECUTIVE OFFICERS HAVE ADVISED US THAT THEY DO NOT INTEND TO TENDER ANY SHARES IN THE TENDER OFFER.

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The shares are listed and traded on the New York Stock Exchange under the trading symbol “TTC.” We publicly announced the tender offer on March 12, 2004, after the close of trading on the NYSE on that date. On March 12, 2004, the reported closing price of the shares on the NYSE was $56.31 per share. We urge stockholders to obtain current market quotations for the shares. See Section 8.

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You may direct questions and requests for assistance to Morrow & Co., Inc., the information agent for the tender offer, or to Banc of America Securities LLC, the dealer manager for the tender offer, at their respective addresses and telephone numbers set forth on the back cover page of this document. You may direct requests for additional copies of this document, the letter of transmittal or the notice of guaranteed delivery to the information agent.

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The Dealer Manager for the Tender Offer is:

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     We have not authorized any person to make any recommendation on our behalf as to whether you should tender or refrain from tendering your shares in the tender offer. We have not authorized any person to give any information or to make any representation in connection with the tender offer other than those contained in this document or in the letter of transmittal. If given or made, you must not rely upon any such information or representation as having been authorized by us or the dealer manager.

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     We are not making the tender offer to (nor will we accept any tender of shares from or on behalf of) holders in any jurisdiction in which the making of the tender offer or the acceptance of any tender of shares would not be in compliance with the laws of such jurisdiction. However, we may, at our discretion, take such action as we may deem necessary for us to make the tender offer in any such jurisdiction and extend the tender offer to holders in such jurisdiction. In any jurisdiction the securities or blue sky laws of which require the tender offer to be made by a licensed broker or dealer, the tender offer is being made on our behalf by the dealer manager or one or more registered brokers or dealers, which are licensed under the laws of such jurisdiction.

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TABLE OF CONTENTS

			Page
Summary Term Sheet				1
Introduction				6
The Tender Offer				7
	1.  Number of Shares; Proration			7
	2.  Purpose of the Tender Offer			10
	3.  Procedures for Tendering Shares			11
	4.  Withdrawal Rights			15
	5.  Purchase of Shares and Payment of Purchase Price			16
	6.  Conditional Tender of Shares			17
	7.  Conditions of the Tender Offer			18
	8.  Price Range of Shares; Dividends; Rights Agreement			20
	9.  Source and Amount of Funds			22
	10. Certain Information Concerning Toro			23
	11. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares			24
	12. Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act			30
	13. Legal Matters; Regulatory Approvals			30
	14. U.S. Federal Income Tax Consequences			30
	15. Extension of the Tender Offer; Termination; Amendment			32
	16. Fees and Expenses			33
	17. Miscellaneous			34
OFFER TO PURCHASE
LETTER OF TRANSMITTAL
NOTICE OF GUARANTEED DELIVERY
LETTER TO BROKERS, DEALERS
LETTER TO CLIENTS
LETTER TO PARTICIPANTS
ELECTION FORM
SUMMARY ADVERTISEMENT
LETTER TO STOCKHOLDERS
QUESTIONS AND ANSWERS
PRESS RELEASE
AMENDMENT #3 TO MULTI-YEAR CREDIT AGREEMENT
SR. REVOLVING CREDIT FACILITY TERM/COMMITMENT LTR
SAVINGS & EMPLOYEE STOCK OWNERSHIP PLAN
AMENDMENT #1 TO STOCK OWNERSHIP PLAN
AMENDMENT #2 TO STOCK OWNERSHIP PLAN
AMENDMENT #3 TO STOCK OWNERSHIP PLAN
AMENDMENT #4 TO STOCK OWNERSHIP PLAN
AUSTRALIA PTY. LIMITED EMPLOYEE STOCK PLAN
SAVINGS PLAN FOR UNION EMPLOYEES
AMENDMENT #1 TO SAVINGS PLAN FOR UNION EMPLOYEES
AMENDMENT #2 TO SAVINGS PLAN FOR UNION EMPLOYEES
AMENDMENT #3 TO SAVINGS PLAN FOR UNION EMPLOYEES
PROFIT-SHARING PLAN FOR PLYMOUTH UNION EMPLOYEES
AMENDMENT #1 TO PROFIT-SHARING PLAN
AMENDMENT #2 TO PROFIT-SHARING PLAN
AMENDMENT #3 TO PROFIT-SHARING PLAN
AMENDMENT #4 TO PROFIT-SHARING PLAN
AMENDMENT #5 TO PROFIT-SHARING PLAN

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FORWARD-LOOKING STATEMENTS

      This offer to purchase (including any documents incorporated by reference) contains or incorporates by reference not only historical information, but also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. In addition, we or others on our behalf may make forward-looking statements from time to time in oral presentations, including telephone conferences and/or web casts open to the public, in press releases or reports, on our Internet web site or otherwise. Statements that are not historical are forward-looking and reflect expectations and assumptions. We try to identify forward-looking statements in this offer to purchase and elsewhere by using words such as “expect,” “looking ahead,” “anticipate,” “estimate,” “believe,” “should,” “intend,” and similar expressions. Our forward-looking statements generally relate to our future performance, including our anticipated operating results and liquidity requirements, our business strategies and goals, and the effect of laws, rules and regulations and outstanding litigation on our business.

      Forward-looking statements involve risks and uncertainties. These uncertainties include factors that affect all businesses operating in a global market as well as matters specific to Toro. The following are some of the factors known to us that could cause our actual results to differ materially from what we have anticipated in our forward-looking statements:

	•	Changes in global and domestic economies, including but not limited to slow growth rate, slow down in home sales, rise in interest rates, inflation, unemployment, and weaker consumer confidence, which could have a negative impact on our financial results.
	•	Continued threat of terrorist acts and war, which may result in heightened security and higher costs for import and export shipments of components or finished goods, and contraction of the U.S. and worldwide economies.
	•	Our ability to achieve the goals of the “6 + 8” initiative, which is intended to increase our after-tax return on sales to 6 percent or better and grow revenues at an average rate of 8 percent or better by the end of fiscal 2006.
	•	Increased competition, including competitive pricing pressures, new product introductions, and financing programs offered by both domestic and foreign companies.
	•	Weather conditions that reduce demand for our products.
	•	Fluctuations in the cost and availability of raw materials, such as steel, aluminum, oil and natural gas, and the ability to maintain favorable supplier arrangements and relationships.
	•	Our ability to acquire, develop, and integrate new businesses and manage alliances successfully, both of which are important to our revenue growth.
	•	Our ability to achieve projected sales and earnings growth for fiscal 2004.
	•	Market acceptance of new products as well as sales generated from these new products relative to expectations, based on existing and anticipated investments in manufacturing capacity and commitments to fund advertising, marketing, promotional programs, and research and development.
	•	Elimination or reduction of shelf space for our products at retailers.
	•	Unforeseen inventory adjustments or changes in purchasing patterns by our customers, which could reduce sales and necessitate lowering manufacturing volumes, or increase inventory above acceptable levels.
	•	Changes in our relationship with and terms from third party financing sources utilized by our customers.

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	•	Unforeseen product quality problems in the development and production of new and existing products, which could result in loss of market share, reduced sales, and higher warranty expense.
	•	Degree of success in restructuring and plant consolidation, including our ability to cost-effectively expand existing manufacturing facilities, move production between manufacturing facilities, and close manufacturing facilities.
	•	The degree of recovery in the golf course market.
	•	Changing buying patterns, including but not limited to, a trend away from purchases at dealer outlets to price and value sensitive purchases at hardware retailers, home centers, and mass retailers.
	•	Increased dependence on The Home Depot, Inc. as a customer for the residential segment.
	•	Reduced government spending for grounds maintenance equipment due to reduced tax revenue and tighter government budgets.
	•	Governmental restrictions placed on water usage as well as water availability.
	•	Financial viability of some distributors and dealers, changes in distributor ownership, our success in partnering with new dealers, and our customers’ ability to pay amounts owed to us.
	•	Changes in laws and regulations, including changes in accounting standards; taxation changes, including tax rate changes, new tax laws, revised tax law interpretations, or the repeal of the foreign export benefit; and environmental laws.
	•	The effects of litigation, including threatened or pending litigation, on matters relating to patent infringement, employment, and commercial disputes.
	•	Adverse changes in currency exchange rates or raw material commodity prices, and the costs we incur in providing price support to international customers and suppliers.

      We wish to caution you not to place undue reliance on any forward-looking statement which speaks only as of the date made and to recognize that forward-looking statements are predictions of future results, which may not occur as anticipated. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described above, as well as others that we may consider immaterial or do not anticipate at this time. The foregoing risks and uncertainties are not exclusive and further information concerning Toro and our businesses, including factors that potentially could materially affect our financial results or condition, may emerge from time to time. We assume no obligation to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements. We advise you, however, to consult any further disclosures we make on related subjects in our annual report on Form 10-K, our future quarterly reports on Form 10-Q and current reports on Form 8-K that we file with or furnish to the Securities and Exchange Commission.

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INTRODUCTION

To the Holders of our Common Stock:

      We invite our stockholders to tender shares of our common stock, $1.00 par value per share, together with the associated preferred stock purchase rights, for purchase by us. Upon the terms and subject to the conditions set forth in this offer to purchase and in the letter of transmittal, we are offering to purchase up to 2,500,000 shares at a price not greater than $60.00 nor less than $56.50 per share, net to the seller in cash, without interest. We will not pay any additional consideration for the preferred stock purchase rights.

      The tender offer will expire at 5:00 p.m., New York City time, on Wednesday, April 14, 2004, unless extended (such date and time, as the same may be extended, the “expiration date”). We may, in our sole discretion, extend the period of time in which the tender offer will remain open.

      We will select the lowest purchase price that will allow us to buy 2,500,000 shares or, if a lesser number of shares is properly tendered, all shares that are properly tendered and not properly withdrawn. We will acquire all shares that we purchase in the tender offer at the same purchase price regardless of whether the stockholder tendered at a lower price. However, because of the “odd lot” priority, proration and conditional tender provisions described in this offer to purchase, we may not purchase all of the shares tendered at or below the purchase price if more than the number of shares we seek are properly tendered. We will return tendered shares that we do not purchase to the tendering stockholders at our expense as promptly as practicable after the expiration of the tender offer. See Section 1.

      We reserve the right to purchase more than 2,500,000 shares pursuant to the tender offer, subject to certain limitations and legal requirements. See Section 1.

      Stockholders must complete the section of the letter of transmittal relating to the price at which they are tendering shares in order to properly tender shares.

      We will pay the purchase price, net to the tendering stockholders in cash, without interest, for all shares that we purchase. Tendering stockholders whose shares are registered in their own names and who tender directly to Wells Fargo Bank, N.A., the depositary in the tender offer, will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 9 to the letter of transmittal, stock transfer taxes on the purchase of shares by us under the tender offer. If you own your shares through a bank, broker, dealer, trust company or other nominee and that person tenders your shares on your behalf, that person may charge you a fee for doing so. You should consult your bank, broker, dealer, trust company or other nominee to determine whether any charges will apply.

      The tender offer is not conditioned upon any minimum number of shares being tendered. The tender offer is, however, subject to certain other conditions. See Section 7.

      OUR BOARD OF DIRECTORS HAS APPROVED THE TENDER OFFER. HOWEVER, NEITHER WE NOR OUR BOARD OF DIRECTORS NOR THE DEALER MANAGER MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE PURCHASE PRICE OR PURCHASE PRICES AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH TO TENDER YOUR SHARES. IN SO DOING, YOU SHOULD READ CAREFULLY THE INFORMATION IN THIS OFFER TO PURCHASE AND IN THE LETTER OF TRANSMITTAL, INCLUDING OUR REASONS FOR MAKING THE TENDER OFFER. SEE SECTION 2. OUR DIRECTORS AND EXECUTIVE OFFICERS HAVE ADVISED US THAT THEY DO NOT INTEND TO TENDER ANY SHARES IN THE TENDER OFFER.

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      If, at the expiration date, more than 2,500,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) are properly tendered at or below the purchase price and not properly withdrawn, we will buy shares:

	•	first, from all holders of “odd lots” (holders of less than 100 shares) who properly tender all their shares at or below the purchase price selected by us and do not properly withdraw them before the expiration date;
	•	second, on a pro rata basis from all other stockholders who properly tender shares at or below the purchase price selected by us, other than stockholders who tender conditionally and whose conditions are not satisfied; and
	•	third, only if necessary to permit us to purchase 2,500,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) from holders who have tendered shares at or below the purchase price subject to the condition that a specified minimum number of the holder’s shares be purchased if any of the holder’s shares are purchased in the tender offer (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares.

      We may not purchase all of the shares tendered pursuant to the tender offer even if the shares are tendered at or below the purchase price. See Section 1, Section 5 and Section 6, respectively, for additional information concerning priority, proration and conditional tender procedures.

      Section 14 of this offer to purchase describes various United States federal income tax consequences of a sale of shares under the tender offer.

      Participants in The Toro Company Investment, Savings and Employee Stock Ownership Plan, The Toro Company Profit-Sharing Plan for Plymouth Union Employees and The Hahn Equipment Co. Savings Plan for Union Employees may not use the letter of transmittal to direct the tender of their shares held in the applicable plan but instead must follow the separate instructions related to those shares. If the trustee for the plans has not received a participant’s instructions at least three days prior to the expiration date of the tender offer, the trustee may not tender any shares held on behalf of that participant.

      Stockholders who are participants in Toro’s Dividend Reinvestment Plan may tender some or all of the shares attributed to such stockholder’s account under the Dividend Reinvestment Plan by following the general instructions for tendering shares described in Section 3 of this offer to purchase.

      Holders of vested but unexercised options to purchase shares may exercise such options for cash and tender some or all of the shares issued upon such exercise.

      As of March 10, 2004, we had issued and outstanding 24,207,860 shares. The 2,500,000 shares that we are offering to purchase represent approximately 10.3% of the shares then outstanding. The shares are listed and traded on the NYSE under the symbol “TTC.” See Section 8. We urge stockholders to obtain current market quotations for the shares.

THE TENDER OFFER

1.	Number of Shares; Proration.

      General. Upon the terms and subject to the conditions of the tender offer, Toro will purchase 2,500,000 shares, or such fewer number of shares as are properly tendered and not properly withdrawn in accordance with Section 4, before the scheduled expiration date of the tender offer, at prices not greater than $60.00 nor less than $56.50 per share, net to the seller in cash, without interest.

      The term “expiration date” means 5:00 p.m., New York City time, on Wednesday, April 14, 2004, unless and until Toro, in its sole discretion, shall have extended the period of time during which the tender offer will remain open, in which event the term “expiration date” shall refer to the latest time and date at

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      If we

	•	increase the price to be paid for shares above $60.00 per share or decrease the price to be paid for shares below $56.50 per share,
	•	increase the number of shares being sought in the tender offer and this increase in the number of shares sought exceeds 2% of the outstanding shares, or
	•	decrease the number of shares being sought, and

the tender offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that we first publish, send or give notice, in the manner specified in Section 15, of any increase or decrease, we will extend the tender offer until the expiration of ten business days from the date that we first publish notice of any increase or decrease. For the purposes of the tender offer, a “business day” means any day other than a Saturday, Sunday or U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 Midnight, New York City time.

      The tender offer is not conditioned on any minimum number of shares being tendered. The tender offer is, however, subject to other conditions. See Section 7.

      In accordance with Instruction 5 of the letter of transmittal, stockholders desiring to tender shares must specify the price or prices, not greater than $60.00 nor less than $56.50 per share, at which they are willing to sell their shares to Toro under the tender offer. Alternatively, stockholders desiring to tender shares can choose not to specify a price and, instead, specify that they will sell their shares at the purchase price that Toro ultimately pays for shares properly tendered and not properly withdrawn in the tender offer, which could result in the tendering stockholder receiving a price per share as low as $56.50 or as high as $60.00. If tendering stockholders wish to maximize the chance that Toro will purchase their shares, they should check the box in the section of the letter of transmittal captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer.” Note that this election could result in the tendered shares being purchased at the minimum price of $56.50 per share.

      To tender shares properly, stockholders must specify one and only one price box in the appropriate section in each letter of transmittal. If you specify more than one price or if you fail to check any price at all you will not have validly tendered your shares. See Section 3.

      As promptly as practicable following the expiration date, Toro will, in its sole discretion, determine the purchase price that it will pay for shares properly tendered and not properly withdrawn, taking into account the number of shares tendered and the prices specified by tendering stockholders. Toro will select the lowest purchase price, not greater than $60.00 nor less than $56.50 per share, net to the seller in cash, without interest, that will enable it to purchase 2,500,000 shares, or such fewer number of shares as are properly tendered and not properly withdrawn in the tender offer. Toro will purchase all shares properly tendered at or below the purchase price (and not properly withdrawn), all at the purchase price, upon the terms and subject to the conditions of the tender offer, including the odd lot, proration and conditional tender provisions.

      Toro will not purchase shares tendered at prices greater than the purchase price and shares that it does not accept in the tender offer because of proration provisions or conditional tenders. Toro will return to the tendering stockholders shares that it does not purchase in the tender offer at Toro’s expense as promptly as practicable after the expiration date. By following the instructions to the letter of transmittal, stockholders can specify one minimum price for a specified portion of their shares and a different minimum price for other specified shares, but stockholders must submit a separate letter of transmittal for shares tendered at each

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      If the number of shares properly tendered at or below the purchase price and not properly withdrawn prior to the expiration date is fewer than or equal to 2,500,000 shares, or such greater number of shares as Toro may elect to purchase, subject to applicable law, Toro will, upon the terms and subject to the conditions of the tender offer, purchase all such shares.

      Priority of Purchases. Upon the terms and subject to the conditions of the tender offer, if greater than 2,500,000 shares, or such greater number of shares as Toro may elect to purchase, subject to applicable law, have been properly tendered at prices at or below the purchase price and not properly withdrawn prior to the expiration date, Toro will purchase properly tendered shares on the basis set forth below:

	•	First, we will purchase all shares tendered by all holders of “odd lots” who:

	•	tender all shares owned beneficially or of record at a price at or below the purchase price selected by us (partial tenders will not qualify for this preference); and
	•	complete the section entitled “Odd Lots” in the letter of transmittal and, if applicable, in the notice of guaranteed delivery.

	•	Second, subject to the conditional tender provisions described in Section 6, we will purchase all other shares tendered at prices at or below the purchase price selected by us on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as described below.
	•	Third, only if necessary to permit us to purchase 2,500,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law), shares conditionally tendered (for which the condition was not initially satisfied) at or below the purchase price selected by us, will, to the extent feasible, be selected for purchase by random lot. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares.

Toro may not purchase all of the shares that a stockholder tenders in the tender offer even if they are tendered at prices at or below the purchase price. It is also possible that Toro will not purchase any of the shares conditionally tendered even though those shares were tendered at prices at or below the purchase price.

      Odd Lots. For purposes of the tender offer, the term “odd lots” shall mean all shares properly tendered prior to the expiration date at prices at or below the purchase price and not properly withdrawn by any person, referred to as an “odd lot” holder, who owns beneficially or of record an aggregate of fewer than 100 shares and so certifies in the appropriate place on the letter of transmittal and, if applicable, on the notice of guaranteed delivery. To qualify for this preference, an odd lot holder must tender all shares owned beneficially or of record by the odd lot holder in accordance with the procedures described in Section 3. As set forth above, Toro will accept odd lots for payment before proration, if any, of the purchase of other tendered shares. This preference is not available to partial tenders or to beneficial or record holders of an aggregate of 100 or more shares, even if these holders have separate accounts or share certificates representing fewer than 100 shares. By accepting the tender offer, an odd lot holder who holds shares in its name and tenders its shares directly to the depositary would not only avoid the payment of brokerage commissions, but also would avoid any applicable odd lot discounts in a sale of the odd lot holder’s shares on the NYSE. Any odd lot holder wishing to tender all of its shares pursuant to the tender offer should complete the section entitled “Odd Lots” in the letter of transmittal and, if applicable, in the notice of guaranteed delivery.

      Proration. If proration of tendered shares is required, Toro will determine the proration factor as soon as practicable following the expiration date. Subject to adjustment to avoid the purchase of fractional shares and subject to the provisions governing conditional tenders described in Section 6 of this offer to purchase, proration for each stockholder that tenders shares will be based on the ratio of the total number of shares that we accept for purchase (excluding “odd lots”) to the total number of shares properly tendered (and not properly withdrawn) at or below the purchase price by all stockholders (other than “odd lot” holders).

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      As described in Section 14, the number of shares that Toro will purchase from a stockholder under the tender offer may affect the U.S. federal income tax consequences to that stockholder and, therefore, may be relevant to that stockholder’s decision whether or not to tender shares.

      We will mail this offer to purchase and the letter of transmittal to record holders of shares and we will furnish this offer to purchase to brokers, dealers, commercial banks and trust companies whose names, or the names of whose nominees, appear on Toro’s stockholder list or, if applicable, that are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of shares.

2.	Purpose of the Tender Offer.

      Toro believes that the tender offer is a prudent use of its financial resources given its business profile, assets and the current market price of the shares, and that investing in its own shares is an attractive use of capital and an efficient means to provide value to its stockholders. The tender offer represents the opportunity for Toro to return cash to stockholders who elect to tender their shares. Where shares are tendered by the registered owner of those shares directly to the depositary, the sale of those shares in the tender offer will permit the seller to avoid the usual transaction costs associated with open market sales. Furthermore, odd lot holders who hold shares registered in their names and tender their shares directly to the depositary and whose shares are purchased under the tender offer will avoid not only the payment of brokerage commissions but also any applicable odd lot discounts that might be payable on sales of their shares in NYSE transactions.

      Stockholders who do not tender their shares pursuant to the tender offer and stockholders who otherwise retain an equity interest in Toro as a result of a partial tender of shares, proration or a conditional tender for which the condition is not satisfied will continue to be owners of Toro and will realize a proportionate increase in their relative equity interest in Toro and thus in Toro’s future earnings and assets, and will bear the attendant risks and rewards associated with owning the equity securities of Toro, including risks resulting from Toro’s purchase of shares. Toro believes the tender offer, if completed, will be accretive to earnings per share. See Section 10.

      After the completion of the tender offer, Toro expects to have sufficient cash flow and access to funding to meet its cash needs for normal operations, anticipated capital expenditures and acquisition opportunities that may arise.

      Neither Toro nor the Toro Board of Directors makes any recommendation to any stockholder as to whether to tender or refrain from tendering any shares or as to the price or prices at which stockholders may choose to tender their shares. Toro has not authorized any person to make any recommendation. Stockholders should carefully evaluate all information in the tender offer, should consult their own investment and tax advisors, and should make their own decisions about whether to tender shares, and, if so, how many shares to tender and the price or prices at which to tender. Toro has been advised that none of its directors or executive officers intends to tender any shares in the tender offer.

      Assuming that Toro purchases 2,500,000 shares in the tender offer, Toro currently intends to make the following additional share repurchases from time to time on the open market and/or in private transactions:

	•	an aggregate of 800,000 shares during the remainder of fiscal 2004; and
	•	an aggregate of 200,000 shares during fiscal 2005.

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Whether or not we make such repurchases will depend on many factors, including, without limitation, the number of shares, if any, that we purchase in this tender offer, whether or not, in Toro’s judgment, such future repurchases would be accretive to earnings per share, Toro’s business and financial performance and situation, the business and market conditions at the time, including the price of the shares, and such other factors as Toro may consider relevant. Any of these repurchases may be on the same terms or on terms that are more or less favorable to the selling stockholders than the terms of the tender offer. Rule 13e-4 of the Exchange Act prohibits Toro and its affiliates from purchasing any shares, other than pursuant to the tender offer, until at least ten business days after the expiration date of the tender offer, except pursuant to certain limited exceptions provided in Rule 14e-5 of the Exchange Act.

      Toro will retire shares that it acquires pursuant to the tender offer and will return those shares to the status of authorized but unissued stock that will be available for Toro to issue without further stockholder action (except as required by applicable law or the rules of the NYSE or any other securities exchange on which the shares may then be listed) for various purposes including, without limitation, acquisitions, raising additional capital and the satisfaction of obligations under existing or future employee benefit or compensation programs or stock plans or compensation programs for directors.

3.	Procedures for Tendering Shares.

      Proper Tender of Shares. For stockholders to properly tender shares under the tender offer:

	•	the depositary must receive, at the depositary’s address set forth on the back cover page of this offer to purchase, share certificates (or confirmation of receipt of such shares under the procedure for book-entry transfer set forth below), together with a properly completed and duly executed letter of transmittal, including any required signature guarantees, or an “agent’s message,” and any other documents required by the letter of transmittal, before the tender offer expires, or
	•	the tendering stockholder must comply with the guaranteed delivery procedure set forth below.

      If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely they have an earlier deadline for you to act to instruct them to accept the tender offer on your behalf. We urge you to contact your broker, dealer, commercial bank, trust company or other nominee to find out their applicable deadline.

      In accordance with Instruction 5 of the letter of transmittal, stockholders desiring to tender shares in the tender offer must properly indicate in the section captioned (1) “Price (in Dollars) Per Share at Which Shares are Being Tendered” on the letter of transmittal the price (in multiples of $.25) at which stockholders are tendering shares or (2) “Shares Tendered at Price Determined Pursuant to the Tender Offer” in the letter of transmittal that the stockholder will accept the purchase price determined by Toro in accordance with the terms of the tender offer.

      If tendering stockholders wish to maximize the chance that Toro will purchase their shares, they should check the box in the section of the letter of transmittal captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer.” Note that this election could result in Toro purchasing the tendered shares at the minimum price of $56.50 per share.

      A stockholder who desires to tender shares at more than one price must complete a separate letter of transmittal for each price at which such stockholder tenders shares, provided that a stockholder may not tender the same shares (unless properly withdrawn previously in accordance with Section 4) at more than one price. To tender shares properly, stockholders must check one and only one price box in the appropriate section of each letter of transmittal. If you check more than one box or if you fail to check any box at all you will not have validly tendered your shares.

      Odd lot holders who tender all shares must complete the section captioned “Odd Lots” in the letter of transmittal and, if applicable, in the notice of guaranteed delivery, to qualify for the preferential treatment available to odd lot holders as set forth in Section 1.

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      We urge stockholders who hold shares through brokers or banks to consult the brokers or banks to determine whether transaction costs are applicable if they tender shares through the brokers or banks and not directly to the depositary.

      Signature Guarantees. Except as otherwise provided below, all signatures on a letter of transmittal must be guaranteed by a financial institution (including most banks, savings and loans associations and brokerage houses) which is a participant in the Securities Transfer Agents Medallion Program. Signatures on a letter of transmittal need not be guaranteed if:

	•	the letter of transmittal is signed by the registered holder of the shares (which term, for purposes of this Section 3, shall include any participant in The Depository Trust Company, referred to as the “book-entry transfer facility,” whose name appears on a security position listing as the owner of the shares) tendered therewith and the holder has not completed either the box captioned “Special Delivery Instructions” or the box captioned “Special Payment Instructions” in the letter of transmittal; or
	•	if shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act. See Instruction 1 of the letter of transmittal.

If a share certificate is registered in the name of a person other than the person executing a letter of transmittal, or if payment is to be made to a person other than the registered holder, then the certificate must be endorsed or accompanied by an appropriate stock power, in either case signed exactly as the name of the registered holder appears on the certificate, with the signature guaranteed by an eligible guarantor institution.

      Toro will make payment for shares tendered and accepted for payment under the tender offer only after the depositary timely receives share certificates or a timely confirmation of the book-entry transfer of the shares into the depositary’s account at the book-entry transfer facility as described above, a properly completed and duly executed letter of transmittal, or an agent’s message in the case of a book-entry transfer, and any other documents required by the letter of transmittal.

      Method of Delivery. The method of delivery of all documents, including share certificates, the letter of transmittal and any other required documents, is at the election and risk of the tendering stockholder. If you choose to deliver required documents by mail, we recommend that you use registered mail with return receipt requested, properly insured.

      Book-Entry Delivery. The depositary will establish an account with respect to the shares for purposes of the tender offer at the book-entry transfer facility within two business days after the date of this offer to purchase, and any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of the shares by causing the book-entry transfer facility to transfer shares into the depositary’s account in accordance with the book-entry transfer facility’s procedures for transfer. Although participants in the book-entry transfer facility may effect delivery of shares through a book-entry transfer into the depositary’s account at the book-entry transfer facility, either

	•	a properly completed and duly executed letter of transmittal, including any required signature guarantees, or an agent’s message, and any other required documents must, in any case, be transmitted to and received by the depositary at its address set forth on the back cover page of this offer to purchase before the expiration date, or
	•	the guaranteed delivery procedure described below must be followed.

Delivery of the letter of transmittal and any other required documents to the book-entry transfer facility does not constitute delivery to the depositary.

      The term “agent’s message” means a message transmitted by the book-entry transfer facility to, and received by, the depositary, which states that the book-entry transfer facility has received an express

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      Toro Employee Benefits Plans. Participants in The Toro Company Investment, Savings and Employee Stock Ownership Plan, The Toro Company Profit-Sharing Plan for Plymouth Union Employees and The Hahn Equipment Co. Savings Plan for Union Employees desiring to direct Putnam Fiduciary Trust Company, the trustee for the plans, to tender any shares held through their accounts under the applicable plan pursuant to the tender offer must instruct the trustee to tender such shares by properly completing, duly executing and returning to the trustee the election forms sent separately to such participants by Toro. The trustee will aggregate all such tenders and execute letters of transmittal on behalf of all plan participants desiring to tender plan shares. Delivery of a letter of transmittal by a participant in one of the plans with respect to any plan shares does not constitute proper tender of such shares. Only the trustee can properly tender any plan shares. The deadline for submitting election forms to the trustee is earlier than the expiration date because of the need to tabulate participant instructions. If a stockholder desires to tender shares owned outside of a plan, as well as plan shares, such stockholder must properly complete and duly execute a letter of transmittal for the shares owned outside the plan and deliver such letter of transmittal directly to the depositary, and follow the special instructions provided by Toro for directing the trustee to tender plan shares. Please direct any questions regarding the tender of plan shares to the trustee in accordance with the procedures described in the separate materials provided to plan participants.

      Dividend Reinvestment Plan. Participants in Toro’s Dividend Reinvestment Plan may tender their shares by following the general instructions for tendering shares described in this Section 3.

      Federal Backup Withholding Tax. Under the federal income tax backup withholding rules, 28% of the gross proceeds payable to a stockholder or other payee pursuant to the tender offer must be withheld and remitted to the United States Treasury, unless the stockholder or other payee provides his or her taxpayer identification number (employer identification number or social security number) to the depositary and certifies that such number is correct or an exemption otherwise applies under applicable regulations. Therefore, unless such an exemption exists and is proven in a manner satisfactory to the depositary, each tendering stockholder should complete and sign the Substitute Form W-9 included as part of the letter of transmittal so as to provide the information and certification necessary to avoid backup withholding. Certain stockholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that stockholder must submit a statement, signed under penalties of perjury, attesting to that individual’s exempt status. Tendering stockholders can obtain such statements from the depositary. See Instruction 12 of the letter of transmittal.

      Any tendering stockholder or other payee who fails to complete fully and sign the Substitute Form W-9 included in the letter of transmittal may be subject to required federal income tax backup withholding of 28% of the gross proceeds paid to such stockholder or other payee pursuant to the tender offer.

      Gross proceeds payable pursuant to the tender offer to a foreign stockholder or his or her agent will be subject to withholding of federal income tax at a rate of 30%, unless we determine that a reduced rate of withholding is applicable pursuant to a tax treaty or that an exemption from withholding is applicable because such gross proceeds are effectively connected with the conduct of a trade or business within the United States. For this purpose, a foreign stockholder is any stockholder that is not

	•	a citizen or resident of the United States,
	•	a corporation, partnership or other entity created or organized in or under the laws of the United States,
	•	a trust whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to make all substantial decisions, or

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	•	an estate the income of which is subject to United States federal income taxation regardless of its source.

A foreign stockholder may be eligible to file for a refund of such tax or a portion of such tax if such stockholder meets the “complete redemption,” “substantially disproportionate” or “not essentially equivalent to a dividend” tests described in Section 14 or if such stockholder is entitled to a reduced rate of withholding pursuant to a tax treaty and Toro withheld at a higher rate. In order to obtain a reduced rate of withholding under a tax treaty, a foreign stockholder must deliver to the depositary before the payment a properly completed and executed statement claiming such an exemption or reduction. Tendering stockholders can obtain such statements from the depositary. In order to claim an exemption from withholding on the grounds that gross proceeds paid pursuant to the tender offer are effectively connected with the conduct of a trade or business within the United States, a foreign stockholder must deliver to the depositary a properly executed statement claiming such exemption. Tendering stockholders can obtain such statements from the depositary. See Instruction 12 of the letter of transmittal. We urge foreign stockholders to consult their own tax advisors regarding the application of federal income tax withholding, including eligibility for a withholding tax reduction or exemption and the refund procedure.

      For a discussion of United States federal income tax consequences to tendering stockholders, see Section 14.

      Guaranteed Delivery. If a stockholder desires to tender shares under the tender offer and the stockholder’s share certificates are not immediately available or the stockholder cannot deliver the share certificates to the depositary before the expiration date, or the stockholder cannot complete the procedure for book-entry transfer on a timely basis, or if time will not permit all required documents to reach the depositary before the expiration date, the stockholder may nevertheless tender the shares, provided that the stockholder satisfies all of the following conditions:

	•	the stockholder makes the tender by or through an eligible guarantor institution;
	•	the depositary receives by hand, mail, overnight courier or facsimile transmission, before the expiration date, a properly completed and duly executed notice of guaranteed delivery in the form Toro has provided, specifying the price at which the stockholder is tendering shares, including (where required) a signature guarantee by an eligible guarantor institution in the form set forth in such notice of guaranteed delivery; and
	•	the depositary receives the share certificates, in proper form for transfer, or confirmation of book-entry transfer of the shares into the depositary’s account at the book-entry transfer facility, together with a properly completed and duly executed letter of transmittal, or a manually signed facsimile thereof, and including any required signature guarantees, or an agent’s message, and any other documents required by the letter of transmittal, within three NYSE trading days after the date of receipt by the depositary of the notice of guaranteed delivery.

      Return of Unpurchased Shares. The depositary will return certificates for unpurchased shares as promptly as practicable after the expiration or termination of the tender offer or the proper withdrawal of the shares, as applicable, or, in the case of shares tendered by book-entry transfer at the book-entry transfer facility, the depositary will credit the shares to the appropriate account maintained by the tendering stockholder at the book-entry transfer facility, in each case without expense to the stockholder.

      Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects. Toro will determine, in its sole discretion, all questions as to the number of shares that we will accept, the price that we will pay for shares that we accept and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares, and our determination will be final and binding on all parties. Toro reserves the absolute right to reject any or all tenders of any shares that it determines are not in proper form or the acceptance for payment of or payment for which Toro determines may be unlawful. Toro also reserves the absolute right to waive any of the conditions of the tender offer or any defect or irregularity in any tender with respect to any particular shares or any particular stockholder, and Toro’s interpretation of the terms of the tender offer will be final and binding on all parties. No tender of

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      Tendering Stockholder’s Representation and Warranty; Toro’s Acceptance Constitutes an Agreement. A tender of shares under any of the procedures described above will constitute the tendering stockholder’s acceptance of the terms and conditions of the tender offer, as well as the tendering stockholder’s representation and warranty to Toro that:

	•	the stockholder has a net long position in the shares or equivalent securities at least equal to the shares tendered within the meaning of Rule 14e-4 of the Exchange Act, and
	•	the tender of shares complies with Rule 14e-4.

      It is a violation of Rule 14e-4 for a person, directly or indirectly, to tender shares for that person’s own account unless, at the time of tender and at the end of the proration period or period during which shares are accepted by lot (including any extensions thereof), the person so tendering:

	•	has a net long position equal to or greater than the amount tendered in

	•	the shares, or
	•	securities immediately convertible into, or exchangeable or exercisable for, the shares, and

	•	will deliver or cause to be delivered the shares in accordance with the terms of the tender offer.

Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. Toro’s acceptance for payment of shares tendered under the tender offer will constitute a binding agreement between the tendering stockholder and Toro upon the terms and conditions of the tender offer.

      Lost or Destroyed Certificates. Stockholders whose share certificate for part or all of their shares has been lost, stolen, misplaced or destroyed may contact Wells Fargo Bank, N.A., the transfer agent for Toro shares, at the address and telephone number set forth on the back cover of this offer to purchase, for instructions as to obtaining a replacement share certificate. That share certificate will then be required to be submitted together with the letter of transmittal in order to receive payment for shares that are tendered and accepted for payment. The stockholder may have to post a bond to secure against the risk that the share certificate may subsequently emerge. We urge stockholders to contact Wells Fargo Bank, N.A. immediately in order to permit timely processing of this documentation.

      Stockholders must deliver share certificates, together with a properly completed and duly executed letter of transmittal, including any signature guarantees, or an agent’s message, and any other required documents to the depositary and not to Toro, the dealer manager or the information agent. Toro, the dealer manager or the information agent will not forward any such documents to the depositary and delivery to Toro, the dealer manager or the information agent will not constitute a proper tender of shares.

4.	Withdrawal Rights.

      Stockholders may withdraw shares tendered under the tender offer at any time prior to the expiration date. Thereafter, such tenders are irrevocable, except that they may be withdrawn after 12:00 Midnight, New York City time, on Tuesday, May 11, 2004 unless theretofore accepted for payment as provided in this offer to purchase.

      For a withdrawal to be effective, the depositary must timely receive a written or facsimile transmission notice of withdrawal at the depositary’s address set forth on the back cover page of this offer to purchase. Any such notice of withdrawal must specify the name of the tendering stockholder, the number of shares that the stockholder wishes to withdraw and the name of the registered holder of the shares. If the share certificates to be withdrawn have been delivered or otherwise identified to the depositary, then, before the

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      If a stockholder has tendered shares under the procedure for book-entry transfer set forth in Section 3, any notice of withdrawal also must specify the name and the number of the account at the book-entry transfer facility to be credited with the withdrawn shares and must otherwise comply with the book-entry transfer facility’s procedures. Toro will determine all questions as to the form and validity (including the time of receipt) of any notice of withdrawal, in its sole discretion, and such determination will be final and binding. None of Toro, the depositary, the information agent, the dealer manager or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give this notification.

      A stockholder may not rescind a withdrawal and Toro will deem any shares that a stockholder properly withdraws not properly tendered for purposes of the tender offer, unless the stockholder properly re-tenders the withdrawn shares before the expiration date by following one of the procedures described in Section 3.

      Participants in The Toro Company Investment, Savings and Employee Stock Ownership Plan, The Toro Company Profit-Sharing Plan for Plymouth Union Employees and The Hahn Equipment Co. Savings Plan for Union Employees who wish to have Putnam Fiduciary Trust Company, the trustee for the plans, withdraw previously tendered shares held in a plan must follow the procedures set forth in the materials provided to such participants.

      If Toro extends the tender offer, is delayed in its purchase of shares or is unable to purchase shares under the tender offer for any reason, then, without prejudice to Toro’s rights under the tender offer, the depositary may, subject to applicable law, retain tendered shares on behalf of Toro, and stockholders may not withdraw these shares except to the extent tendering stockholders are entitled to withdrawal rights as described in this Section 4.

5.	Purchase of Shares and Payment of Purchase Price.

      Upon the terms and subject to the conditions of the tender offer, as promptly as practicable following the expiration date, Toro:

	•	will determine the purchase price it will pay for shares properly tendered and not properly withdrawn before the expiration date, taking into account the number of shares so tendered and the prices specified by tendering stockholders, and
	•	will accept for payment and pay for, and thereby purchase, shares properly tendered at prices at or below the purchase price and not properly withdrawn prior to the expiration date.

      For purposes of the tender offer, Toro will be deemed to have accepted for payment, and therefore purchased shares, that are properly tendered at or below the purchase price and are not properly withdrawn, subject to the “odd lot,” proration and conditional tender provisions of the tender offer, only when, as and if it gives oral or written notice to the depositary of its acceptance of the shares for payment under the tender offer.

      Upon the terms and subject to the conditions of the tender offer, as promptly as practicable after the expiration date, Toro will accept for payment and pay a single per share purchase price not greater than $60.00 nor less than $56.50 per share for 2,500,000 shares, subject to increase or decrease as provided in Section 15, if properly tendered and not properly withdrawn, or such fewer number of shares as are properly tendered and not properly withdrawn.

      Toro will pay for shares that it purchases under the tender offer by depositing the aggregate purchase price for these shares with the depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from Toro and transmitting payment to the tendering stockholders.

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      In the event of proration, Toro will determine the proration factor and pay for those tendered shares accepted for payment as soon as practicable after the expiration date; however, Toro does not expect to be able to announce the final results of any proration and commence payment for shares purchased until at least five business days after the expiration date. Shares tendered and not purchased, including all shares tendered at prices greater than the purchase price and shares that Toro does not accept for purchase due to proration or conditional tenders, will be returned to the tendering stockholder, or, in the case of shares tendered by book-entry transfer, will be credited to the account maintained with the book-entry transfer facility by the participant therein who so delivered the shares, at Toro’s expense, as promptly as practicable after the expiration date or termination of the tender offer without expense to the tendering stockholders. Under no circumstances will Toro pay interest on the purchase price regardless of any delay in making the payment. If certain events occur, Toro may not be obligated to purchase shares under the tender offer. See Section 7.

      Toro will pay all stock transfer taxes, if any, payable on the transfer to it of shares purchased under the tender offer. If, however,

	•	payment of the purchase price is to be made to any person other than the registered holder,
	•	certificate(s) for shares not tendered or tendered but not purchased are to be returned in the name of and to any person other than the registered holder(s) of such shares, or
	•	if tendered certificates are registered in the name of any person other than the person signing the letter of transmittal,

the amount of all stock transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person will be deducted from the purchase price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption therefrom, is submitted. See Instruction 9 of the letter of transmittal.

      Any tendering stockholder or other payee who fails to complete fully, sign and return to the depositary the substitute Form W-9 included with the letter of transmittal may be subject to U.S. federal income tax backup withholding on the gross proceeds paid to the stockholder or other payee under the tender offer. See Section 3.

6.	Conditional Tender of Shares.

      Subject to the exception for holders of odd lots, in the event of an over-subscription of the tender offer, shares tendered at or below the purchase price prior to the expiration date will be subject to proration. See Section 1. As discussed in Section 14, the number of shares to be purchased from a particular stockholder may affect the tax treatment of the purchase to the stockholder and the stockholder’s decision whether to tender. Accordingly, a stockholder may tender shares subject to the condition that Toro must purchase a specified minimum number of the stockholder’s shares tendered pursuant to a letter of transmittal if Toro purchases any shares tendered. Any stockholder desiring to make a conditional tender must so indicate in the box entitled “Conditional Tender” in the letter of transmittal and indicate the minimum number of shares that Toro must purchase if Toro purchases any shares. We urge each stockholder to consult with his or her own financial or tax advisors.

      After the expiration date, if more than 2,500,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) are properly tendered and not properly withdrawn, so that we must prorate our acceptance of and payment for tendered shares, we will calculate a preliminary proration percentage based upon all shares properly tendered, conditionally or unconditionally. If the effect of this preliminary proration would be to reduce the number of shares that we purchase from any stockholder below the minimum number specified, the shares conditionally tendered will automatically be regarded as withdrawn (except as provided in the next paragraph). All shares tendered by a stockholder subject to a conditional tender that are withdrawn as a result of proration will be returned at our expense to the tendering stockholder.

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      After giving effect to these withdrawals, we will accept the remaining shares properly tendered, conditionally or unconditionally, on a pro rata basis, if necessary. If conditional tenders that would otherwise be regarded as withdrawn would cause the total number of shares that we purchase to fall below 2,500,000 (or such greater number of shares as we may elect to purchase, subject to applicable law) then, to the extent feasible, we will select enough of the shares conditionally tendered that would otherwise have been withdrawn to permit us to purchase such number of shares. In selecting among the conditional tenders, we will select by random lot, treating all tenders by a particular taxpayer as a single lot, and will limit our purchase in each case to the designated minimum number of shares to be purchased. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares.

7.	Conditions of the Tender Offer.

      Notwithstanding any other provision of the tender offer, Toro will not be required to accept for payment, purchase or pay for any shares tendered, and may terminate or amend the tender offer or may postpone the acceptance for payment of, or the purchase of and the payment for shares tendered, subject to Rule 13e-4(f) under the Exchange Act, if, at any time on or after March 17, 2004 and before the payment date, any of the following events shall have occurred (or shall have been reasonably determined by Toro to have occurred) that, in Toro’s reasonable judgment and regardless of the circumstances giving rise to the event or events (including any action or omission to act by Toro), make it inadvisable to proceed with the tender offer or with acceptance for payment:

	•	there shall have been threatened, instituted or pending any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, before any court, authority, agency or tribunal that directly or indirectly

	•	challenges the making of the tender offer, the acquisition of some or all of the shares under the tender offer or otherwise relates in any manner to the tender offer, or
	•	in Toro’s reasonable judgment, could materially and adversely affect the business, condition (financial or other), assets, income, operations or prospects of Toro or any of its subsidiaries, or otherwise materially impair in any way the contemplated future conduct of the business of Toro or any of its subsidiaries or materially impair the contemplated benefits of the tender offer to Toro;

	•	there shall have been any action threatened, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the tender offer or Toro or any of its subsidiaries, by any court or any authority, agency or tribunal that, in Toro’s reasonable judgment, would or might, directly or indirectly,

	•	make the acceptance for payment of, or payment for, some or all of the shares illegal or otherwise restrict or prohibit completion of the tender offer,
	•	delay or restrict the ability of Toro, or render Toro unable, to accept for payment or pay for some or all of the shares,
	•	materially impair the contemplated benefits of the tender offer to Toro, or
	•	materially and adversely affect the business, condition (financial or other), income, operations or prospects of Toro and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of Toro or any of its subsidiaries;

	•	there shall have occurred

	•	any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States or the European Union,
	•	the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or the European Union,

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	•	a material change in United States or any other currency exchange rates or a suspension of or limitation on the markets therefor,
	•	the commencement or escalation of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, including but not limited to an act of terrorism,
	•	any limitation (whether or not mandatory) by any governmental, regulatory or administrative agency or authority on, or any event, or any disruption or adverse change in the financial or capital markets generally or the market for loan syndications in particular, that, in Toro’s reasonable judgment, might affect the extension of credit by banks or other lending institutions in the United States,
	•	any change in the general political, market, economic or financial conditions in the United States or abroad that could, in the reasonable judgment of Toro, have a material adverse effect on the business, condition (financial or other), assets, income, operations or prospects of Toro and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of Toro or any of its subsidiaries,
	•	in the case of any of the foregoing existing at the time of the commencement of the tender offer, a material acceleration or worsening thereof, or
	•	any decline in the market price of the shares or the Dow Jones Industrial Average or the Standard and Poor’s Index of 500 Industrial Companies or the New York Stock Exchange or the Nasdaq Composite Index by a material amount (including, without limitation, an amount greater than 10%) from the close of business on March 16, 2004;

	•	a tender offer or exchange offer for any or all of the shares (other than this tender offer), or any merger, business combination or other similar transaction with or involving Toro or any of its subsidiaries or affiliates, shall have been proposed, announced or made by any person;
	•	any of the following shall have occurred

	•	any “group” (as that term is used in Section 13(d)(3) of the Exchange Act) shall have been formed that shall own or have acquired or proposed to acquire, or any entity or individual shall have acquired or proposed to acquire, beneficial ownership of more than 5% of the outstanding shares,
	•	any entity, group or person who has filed a Schedule 13D or Schedule 13G with the Securities and Exchange Commission before March 17, 2004 shall have acquired or proposed to acquire beneficial ownership of an additional 2% or more of the outstanding shares, or
	•	any person, entity or group shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or made a public announcement reflecting an intent to acquire Toro or any of its subsidiaries or any of their respective assets or securities;

	•	any change or combination of changes shall have occurred or been threatened in the business, condition (financial or other), assets, income, operations, prospects or stock ownership of Toro or any of its subsidiaries, taken as a whole, that in Toro’s reasonable judgment is or may reasonably be likely to be material and adverse to Toro or any of its subsidiaries or that otherwise materially impairs in any way the contemplated future conduct of the business of Toro or any of its subsidiaries;
	•	any approval, permit, authorization, favorable review or consent of any governmental entity required to be obtained in connection with the tender offer shall not have been obtained on terms satisfactory to Toro in its reasonable judgment; or
	•	Toro reasonably determines that the completion of the tender offer and the purchase of the shares may

	•	cause the shares to be held of record by fewer than 300 persons, or

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	•	cause the shares to be delisted from the NYSE or to be eligible for deregistration under the Exchange Act.

      The foregoing conditions are for the sole benefit of Toro and may be asserted by Toro regardless of the circumstances (including any action or inaction by Toro) giving rise to any of these conditions, and may be waived by Toro, in whole or in part, at any time and from time to time, before the payment date, in its sole discretion. Toro’s failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of these rights, and each of these rights shall be deemed an ongoing right that may be asserted at any time and from time to time. Any determination or judgment by Toro concerning the events described above will be final and binding on all parties.

8.	Price Range of Shares; Dividends; Rights Agreement.

      The shares are listed and traded on the NYSE under the trading symbol “TTC.” The following table sets forth the high and low sales prices for Toro common stock and cash dividends paid for each of the quarterly periods presented. Per share data and sales prices have been adjusted for all periods presented to reflect a two-for-one stock split effective April 1, 2003.

			High				Low				Dividend
Fiscal 2002:
	First Quarter		$	24.60			$	20.96			$	0.06
	Second Quarter			31.38				24.12				0.06
	Third Quarter			30.00				23.15				0.06
	Fourth Quarter			32.11				24.35				0.06
Fiscal 2003:
	First Quarter		$	34.15			$	30.36			$	0.06
	Second Quarter			38.25				30.15				0.06
	Third Quarter			43.43				35.50				0.06
	Fourth Quarter			50.41				37.78				0.06
Fiscal 2004:
	First Quarter		$	51.00			$	44.45			$	0.06
	Second Quarter (through March 16, 2004)		$	59.48				46.33				—

      We publicly announced the tender offer on March 12, 2004, after the close of trading on the New York Stock Exchange on that date. On March 12, 2004, the reported closing price of the shares on the NYSE was $56.31 per share. On March 16, 2004, the last trading day prior to the printing of the tender offer, the reported closing price of the shares on the NYSE was $58.85. We urge stockholders to obtain current market quotations for the shares.

      The quarterly dividend of $0.06 per share announced on March 12, 2004 will be payable on April 12, 2004. Stockholders will be entitled to receive this dividend payment on all of their shares held of record on March 22, 2004, whether or not the shares are tendered in the tender offer.

      We are currently reviewing our dividend policy with a view towards a possible increase later in our current fiscal year. Any future determination regarding our dividend policy will be at the discretion of our Board of Directors and will depend upon our financial condition, results of operations, terms of financing arrangements, capital requirements and such other factors as our Board of Directors deems relevant.

Rights Agreement.

      On May 20, 1998, the Board of Directors of Toro declared a dividend of one preferred stock purchase right for each outstanding share of Toro common stock payable to stockholders of record at the close of business on June 14, 1998. The description and terms of the preferred stock purchase rights are set forth in a rights agreement, dated as of May 20, 1998, between Toro and Wells Fargo Bank, N.A., as rights agent. The

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      Each preferred stock purchase right entitles the registered holder to purchase from Toro one two-hundredth of a share of series B junior participating voting preferred stock, par value $1.00 per share, of Toro (the “preferred shares”) at a price of $180 per one one-hundredth of a preferred share, subject to adjustment.

      The preferred stock purchase rights are not exercisable until the distribution date (as defined below). Until the distribution date, the preferred stock purchase rights will be evidenced by the certificates representing shares of common stock. Until the distribution date (or earlier redemption or expiration of the preferred stock purchase rights), the preferred stock purchase rights will be transferred with and only with the shares of common stock, and transfer of certificates representing shares of common stock will constitute transfer of the preferred stock purchase rights.

      The preferred stock purchase rights will be exercisable and will be evidenced by separate certificates upon the “distribution date” which shall mean the earlier to occur of:

	•	10 days following a public announcement that a person or group of affiliated or associated persons (an “acquiring person”) has acquired beneficial ownership of 15% or more of the outstanding shares of common stock; or
	•	10 business days (or such later date as may be determined by action of the Board of Directors of Toro prior to such time as any person or group of affiliated persons becomes an acquiring person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the outstanding shares of common stock.

In the event that any person or group of affiliated or associated persons becomes an acquiring person, each holder of a preferred stock purchase right, other than preferred stock purchase rights beneficially owned by the acquiring person (which will thereafter be void), will have the right to receive that number of shares of common stock having a market value of two times the exercise price of the preferred stock purchase right. Furthermore, if Toro is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group has become an acquiring person, each holder of a preferred stock purchase right (other than the acquiring person) will have the right to receive that number of shares of common stock of the acquiring company which at the time of the transaction will have a market value of two times the exercise price of the preferred stock purchase right.

      Preferred shares purchasable upon exercise of the preferred stock purchase rights will not be redeemable. Each preferred share will be entitled to a minimum preferential quarterly dividend payment of $1 per share but will be entitled to an aggregate dividend of 200 times the dividend declared per share of common stock. In the event of liquidation, the holders of the preferred shares will be entitled to a minimum preferential liquidation payment of $200 per share but will be entitled to an aggregate payment of 200 times the payment made per share of common stock. Each preferred share will have 200 votes, voting together with the shares of common stock. Finally, in the event of any merger, consolidation or other transaction in which shares of common stock are exchanged, each preferred share will be entitled to receive 200 times the amount received per share of common stock. These rights are protected by customary antidilution provisions.

      At any time after any person or group becomes an acquiring person and prior to the acquisition by that person or group of 50% or more of the outstanding shares of common stock, the Board of Directors of Toro may exchange the preferred stock purchase rights (other than rights owned by the acquiring person, which will have become void), in whole or in part, at an exchange ratio of one share of common stock, or one two-hundredth of a preferred share per preferred stock purchase right (subject to adjustment).

      At any time prior to the time any person becomes an acquiring person, the Board of Directors of Toro may redeem the preferred stock purchase rights in whole, but not in part, at a price of $.005 per preferred stock purchase right. The redemption of the preferred stock purchase rights may be made effective at such time on such basis with such conditions as the Board of Directors of Toro in its sole discretion may establish. Immediately upon any redemption of the preferred stock purchase rights, the right to exercise the preferred

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      The preferred stock purchase rights will expire at the close of business on June 14, 2008, unless the final expiration date is extended or unless Toro redeems or exchanges the preferred stock purchase rights on an earlier date. The purchase price payable, and the number of preferred shares or other securities or property issuable, upon exercise of the preferred stock purchase rights are subject to adjustment from time to time to prevent dilution. With certain exceptions, no adjustment in the purchase price will be required until cumulative adjustments require an adjustment of at least 1% in such purchase price. The terms of the preferred stock purchase rights may be amended by the Board of Directors of Toro without the consent of the holders of the preferred stock purchase rights, except that from and after such time as any person or group of affiliated or associated persons becomes an acquiring person no such amendment may adversely affect the interests of the holders of the preferred stock purchase rights.

      The preferred stock purchase rights have, and are intended to have, certain anti-takeover effects. The preferred stock purchase rights will cause substantial dilution to a person or group that attempts to acquire Toro on terms not approved by the Board of Directors of Toro, except pursuant to an offer conditioned on a substantial number of preferred stock purchase rights being acquired. The preferred stock purchase rights should not interfere with any merger or other business combination approved by the Board of Directors of Toro since the preferred stock purchase rights may be redeemed by Toro at the redemption price prior to the time that a person or group has acquired beneficial ownership of 15% or more of the common stock of Toro. To the extent any potential acquirors are deterred by the preferred stock purchase rights, the rights could delay or prevent a change in control or other transaction that might involve a premium price or otherwise be in the best interests of the stockholders of Toro and may have the effect of preserving incumbent management in office.

      The foregoing description of the preferred stock purchase rights is qualified in its entirety by reference to the rights agreement, a copy of which has been filed with the Securities Exchange Commission as an exhibit to Toro’s Current Report on Form 8-K, dated May 27, 1998, and the related certificate of adjustment, a copy of which has been filed with the Securities Exchange Commission as Exhibit 2 to Amendment No. 1 to Toro’s registration statement on Form 8-A/A, dated April 14, 2003. You may obtain copies of the current report and the amended registration statement referred to in the preceding sentence in the manner provided in Section 10.

9.	Source and Amount of Funds.

      Assuming that 2,500,000 shares are purchased in the tender offer at a price between $56.50 and $60.00 per share, the aggregate purchase price will be between approximately $141.3 million and $150.0 million. Toro expects that its related fees and expenses for the tender offer will be approximately $1.0 million. Toro anticipates that it will obtain all of the funds necessary to purchase shares tendered in the tender offer, and to pay related fees and expenses, through available borrowings under two separate unsecured bank facilities and one facility secured by Toro’s outstanding accounts receivable. Toro maintains a $175.0 million committed unsecured bank credit line with a syndication of banks led by Bank of America, N.A. This credit line expires in February 2005. In connection with the tender offer, Toro has arranged an additional $50.0 million committed unsecured bank credit line with Bank of America, N.A. that expires in September 2004. Borrowings under the $175.0 million and $50.0 million facilities are required to be repaid by February 2005 and September 2004, respectively. Toro also maintains a $75.0 million committed credit line with Three Pillars Funding Corporation, an affiliate of SunTrust Bank, secured by certain of Toro’s domestic receivables, that expires, and is required to be repaid, in July 2004 but is renewable and extendable for two additional years. Interest expense on these credit lines is determined based on a LIBOR or commercial paper rate plus a basis point spread defined in the credit agreements. The weighted average of interest rates on Toro’s short-term debt outstanding as of October 31, 2003 and 2002 was 2.73% and 4.74%, respectively. The weighted average of interest rates on Toro’s short-term debt outstanding as of March 16, 2004 was 1.34%. The loan agreements governing the lines of credit contain covenants customary for loan agreements of these types, including interest coverage and debt to total capitalization ratios. Toro is in compliance with all covenants related to these lines of credit as of the date hereof. As of March 16, 2004, Toro had outstanding borrowings of $15.0 million and available borrowing capacity of $285.0 million under the three facilities. We intend to repay borrowings made to finance the purchase of shares purchased in the

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10.	Certain Information Concerning Toro.

      Toro designs, manufactures, and markets professional turf maintenance equipment, turf and agricultural irrigation systems, landscaping equipment, and residential yard products. Our manufactured products are nationally advertised and sold at the retail level under the primary trademarks of Toro®, Toro® Wheel Horse®, Lawn-Boy®, Irritrol® Systems, Exmark®, Toro®, Dingo®, Aqua-TraXX®, Pope®, and Lawn Genie®, most of which are registered in the United States and in the principal foreign countries where we market our products. We emphasize quality and innovation in our customer service, products, manufacturing, and marketing. We strive to provide well-built, dependable products supported by an extensive service network.

      Our executive offices are located at 8111 Lyndale Avenue South, Bloomington, Minnesota 55420-1196, telephone number (952) 888-8801. Our Internet address is www.toro.com for Toro branded product related information and www.thetorocompany.com for corporate and investor information. The information contained on our web site or connected to our web site is not incorporated by reference into this offer to purchase and should not be considered part of this offer to purchase.

      Selected Historical Financial Information and Selected Pro Forma Financial Information. The following table shows (a) selected historical financial information for the fiscal year ended October 31, 2003 and the fiscal quarter ended January 30, 2004, and (b) selected pro forma financial information for the same periods, giving effect to the tender offer for the purchase of 2,500,000 shares at $58.25 per share, the mid-point of the price range. The pro forma information is based on our historical financial information for the year ended October 31, 2003 and for the quarter ended January 30, 2004 and gives effect to the tender offer as if the tender offer were completed on November 1, 2002 for income statement and balance sheet information. The pro forma information assumes that Toro would have used existing cash balances and debt facilities to finance the stock repurchase and the related impact on interest income and interest expense. The impact on interest income and interest expense reflected in the pro forma financial information was based on the average interest rates available to Toro during the periods presented. The pro forma financial information is intended for informational purposes only and does not purport to be indicative of the results that would actually have been obtained if the tender offer had been completed at the date indicated or that may be obtained in the future. Per share data for all periods presented reflects a two-for-one stock split effective April 1, 2003.

		Three				Three				Fiscal				Fiscal
		Months Ended				Months Ended				Year Ended				Year Ended
		January 30,				January 30,				October 31,				October 31,
		2004				2004				2003				2003
		(Actual)				(Pro Forma)				(Actual)				(Pro Forma)
		(dollars in thousands, except per share data)
Net sales		$	313,573			$	313,573			$	1,496,588			$	1,496,588
Gross profit percentage			35.9	%			35.9	%			35.8	%			35.8	%
Earnings from operations		$	16,595			$	16,595			$	129,268			$	129,268
Interest Expense			3,882				4,103				16,285				18,776
Net earnings			9,325				9,057				81,620				79,783
Percentage of net sales			3.0	%			2.9	%			5.5	%			5.3	%
Basic net earnings per share		$	0.37			$	0.40			$	3.26			$	3.55
Diluted net earnings per share			0.36				0.38				3.12				3.37
Return on average stockholders’ equity			2.1	%			3.1	%			20.3	%			31.2	%
Total assets		$	920,161			$	902,236			$	927,432			$	817,145
Long-term debt, including current portion			175,305				175,305				178,921				178,921
Short-term debt			2,308				132,112				2,138				39,313
Cash and cash equivalents			17,925				0				110,287				0
Stockholders’ equity			433,217				285,488				437,202				289,740
Debt to capitalization ratio			29.1	%			51.8	%			29.3	%			42.8	%
Cash dividends per share of common stock		$	.06			$	.06			$	.24			$	.24

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      Additional Information. Toro is subject to the information requirements of the Exchange Act, and, in accordance therewith, files periodic reports, proxy statements and other information relating to its business, financial condition and other matters. Toro is required to disclose in these proxy statements certain information, as of particular dates, concerning the Toro directors and executive officers, their compensation, stock options granted to them, the principal holders of the securities of Toro and any material interest of such persons in transactions with Toro. Pursuant to Rule 13e-4(c)(2) under the Exchange Act, Toro has filed with the Securities and Exchange Commission an Issuer Tender Offer Statement on Schedule TO which includes additional information with respect to the tender offer. This material and other information may be inspected at the public reference facilities maintained by the Securities and Exchange Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of this material can also be obtained by mail, upon payment of the Securities and Exchange Commission’s customary charges, by writing to the Public Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549. The Securities and Exchange Commission also maintains a web site on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. These reports, statements and other information concerning Toro also can be inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005.

      Incorporation by Reference. The rules of the Securities and Exchange Commission allow us to “incorporate by reference” information into this document, which means that we can disclose important information to you by referring you to another document filed separately with the Securities and Exchange Commission. These documents contain important information about us.

SEC Filings (File No. 1-8649)		Period or Date Filed
Annual Report on Form 10-K		Year ended October 31, 2003
Quarterly Report on Form 10-Q		Quarter ended January 30, 2004
Current Reports on Form 8-K		March 12, 2004

      We incorporate by reference the documents listed above and any additional documents that we may file with the Securities and Exchange Commission between the date of this offer to purchase and the expiration of the tender offer. You may request a copy of these filings, at no cost, by writing or telephoning us at our principal executive offices at the following address: Investor Relations, The Toro Company, 8111 Lyndale Avenue South, Bloomington, Minnesota 55420-1196, (952) 888-8801. Please be sure to include your complete name and address in the request.

11.	Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares.

      As of March 10, 2004, Toro had 24,207,860 issued and outstanding shares of common stock and outstanding options to purchase 2,355,862 shares of common stock. The 2,500,000 shares Toro is offering to purchase under the tender offer represent approximately 10.3% of the shares outstanding as of March 10, 2004 and 9.4% of the shares assuming exercise of all outstanding options.

      As of March 10, 2004, Toro’s directors and executive officers as a group (22 individuals) beneficially owned an aggregate of 2,459,191 shares, representing approximately 10.2% of the outstanding shares. The directors and executive officers of Toro are entitled to participate in the tender offer on the same basis as all other stockholders. However, they have advised Toro that they do not intend to tender any shares in the tender offer. To Toro’s knowledge, none of its affiliates intends to tender any shares in the tender offer.

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      The following table shows the amount of Toro shares beneficially owned by the directors and executive officers of Toro as of March 10, 2004. Column three of the table below reflects ownership percentages as of March 10, 2004. Column four of the table below reflects ownership percentages after giving effect to the tender offer, assuming Toro purchases 2,500,000 shares and that no director or executive officer of Toro tenders any shares (as is intended by the directors and executive officers of Toro). Amounts shown below reflect the two-for-one stock split effective April 1, 2003.

										Percent of
										Class After
										Tender Offer
										(assuming Toro
										purchases
		Amount and				Percent of				2,500,000 shares
		Nature of				Class as of				and no director
		Beneficial				March 10,				or executive
Name of Beneficial Owner(1)		Ownership				2004(2)				officer tenders)(2)
Ronald O. Baukol			29,697	(3)(4)			*				*
Robert C. Buhrmaster			26,839	(3)(4)			*				*
Winslow H. Buxton			27,481	(3)(4)(5)			*				*
Janet K. Cooper			30,249	(3)(4)(5)			*				*
Timothy A. Ford			75,380	(3)			*				*
Katherine J. Harless			5,893	(3)(4)			*				*
Michael J. Hoffman			163,034	(3)(4)			*				*
Kendrick B. Melrose			1,108,239	(3)(4)(5)(6)			4.6	%			5.1	%
Karen M. Meyer			194,452	(3)(4)			*				*
Robert H. Nassau			21,429	(3)(4)			*				*
Dale R. Olseth			44,112	(3)(4)			*				*
Gregg W. Steinhafel			24,525	(3)(4)			*				*
Christopher A. Twomey			24,942	(3)(4)(5)			*				*
Edwin H. Wingate			32,773	(3)(4)(5)			*				*
Stephen P. Wolfe			221,607	(3)(4)(5)			*				*
All directors and executive officers as a group (22)			2,459,191	(3)(4)(5)(6)			10.2	%			11.3	%

*	Less than 1% of the outstanding shares.

(1)	Shares are deemed to be “beneficially owned” by a person if such person, directly or indirectly, has or shares (i) the power to vote or to direct the voting of such shares or (ii) the power to dispose or direct the disposition of such shares. In addition, beneficial ownership includes shares that such person has the right to acquire within 60 days.
(2)	Common stock units that have not vested are not included for the purpose of calculating Percent of Class amounts.
(3)	Includes shares held of record, shares that may be acquired upon exercise of stock options within 60 days and shares allocated to executive officers under The Toro Company Investment, Savings and Employee Stock Ownership Plan. Stock options exercisable within 60 days for each of the named directors and executive officers are as follows: Mr. Baukol, 16,000 shares, Mr. Buhrmaster, 16,000 shares, Mr. Buxton, 14,000 shares, Ms. Cooper 16,000 shares, Ms. Harless, 3,500 shares, Mr. Nassau, 12,000 shares, Mr. Olseth, 16,000 shares, Mr. Steinhafel, 12,000 shares, Mr. Twomey, 16,000 shares, Mr. Wingate, 16,000 shares, Mr. Melrose, 482,000 shares, Mr. Hoffman, 101,200 shares, Mr. Wolfe, 123,364 shares, Ms. Meyer, 105,600 shares, Mr. Ford, 62,000 shares, and all directors and executive officers as a group, 1,247,049 shares.
(4)	Includes common stock units credited under The Toro Company Deferred Compensation Plan for Non-Employee Directors and vested common stock units credited under The Toro Company Deferred Compensation Plan for Officers (“Officers Deferred Plan”). Units credited for each of the nonemployee directors at March 10, 2004 were as follows: Mr. Baukol, 1,909.838 units, Mr. Buhrmaster, 1,909.838 units, Mr. Buxton 1,028.374, units, Ms. Cooper, 4,554.233 units, Ms. Harless, 1,474.438 units, Mr. Nassau, 7,051.714 units, Mr. Olseth, 7,051.714 units, Mr. Steinhafel, 587.643 units, Mr. Twomey, 1,028.364 units and Mr. Wingate, 7,051.714 units. Units credited for each of the named executive officers at March 10, 2004 were as follows: Mr. Melrose, 271,864.464 units, Mr. Hoffman, 6,167.995 units, Mr. Wolfe, 77,017.987 units, Ms. Meyer, 60,969.928 units, and all directors and executive officers as a group, 557,920 units.
(5)	Includes shares held in trusts for estate planning purposes as follows: 12,453 shares for Mr. Buxton and his spouse, 7,914 shares for Mr. Twomey, 9,721 shares for Mr. Wingate’s Family Trust, 8,205 shares for Mr. Wolfe and 57,470 shares for all directors and executive officers as a group, including spouses. The amount shown for Mr. Melrose includes 916 shares held of record by Mr. Melrose as custodian for minor children under the Minnesota Uniform Transfer to Minors Act.

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(6)	Includes restricted stock in the amount of 24,454 shares in connection with the Chief Executive Officer Succession Incentive Agreement, which are subject to forfeiture until vested.

     Based on Toro’s records and information provided to Toro by its directors, executive officers, associates and subsidiaries, neither Toro, nor, to the best of Toro’s knowledge, any directors or executive officers of Toro or any associates or subsidiaries of Toro, has effected any transactions in shares during the 60 day-period before the date hereof, except as set forth below:

		Date of		Nature of
Name		Transaction		Transaction		Amount		Price
Michael E. Anderson		March 15, 2004		Option Exercise		4,000		The per share exercise price was $15.8125
Michael E. Anderson		March 15, 2004		Sale		4,000		The per share value on the date of transfer was $58.60
Kendrick B. Melrose		March 4, 2004		Transfer pursuant to an amendment of a divorce decree		17,900 shares		The per share value on the date of transfer was $56.70
Stephen D. Keating		February 27, 2004		Option Exercise		1,830		The per share exercise price was $32.275
Stephen D. Keating		February 27, 2004		Option Exercise		1,125		The per share exercise price was $48.32
Stephen D. Keating		February 27, 2004		Option Exercise		2,250		The per share exercise price was $23.625
Ram Kumar		February 26, 2004		Option Exercise		2,000		The per share exercise price was $15.8125
Ram Kumar		February 26, 2004		Sale		300		The per share value on the date of transfer was $53.97
Ram Kumar		February 26, 2004		Sale		1,700		The per share value on the date of transfer was $53.85
Kendrick B. Melrose		February 26, 2004		Gift to son		205 shares		The per share value on the date of transfer was $53.80
Kendrick B. Melrose		February 26, 2004		Gift to daughter-in-law		205 shares		The per share value on the date of transfer was $53.80
Paula Graff		February 13, 2004		Option Exercise		1,000 shares		The per share exercise price was $15.8125

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		Date of		Nature of
Name		Transaction		Transaction		Amount		Price
Paula Graff		February 13, 2004		Sale		1,000 shares		The per share value on the date of transfer was $51.12
David Tompos		February 13, 2004		Option Exercise		1,700 shares		The per share exercise price was $15.8125
David Tompos		February 13, 2004		Sale		1,700 shares		The per share value on the date of transfer was $51.16
Terry Volkmer		February 12, 2004		Option Exercise		5,000		The per share exercise price was $15.8125
Terry Volkmer		February 12, 2004		Sale		4,000		The per share value on the date of transfer was $50.55
Terry Volkmer		February 12, 2004		Sale		1,000		The per share value on the date of transfer was $50.69
Michael Drazan		January 23, 2004		Indirect sale by son		133 shares		The per share value on the date of transfer was $47.00

      Change in Control Agreements. Each of the chief executive officer and the other four most highly compensated executive officers is a party to a change of control employment agreement adopted in fiscal 1995 and amended in fiscal 1998. The agreements are operative only upon the occurrence of a “change in control,” which includes substantially those events described below. Absent a change in control, the agreements do not require Toro to retain the executives or to pay them any specified level of compensation or benefits.

      Each agreement provides that for three years after a change in control, there will be no adverse change in the executive’s salary, bonus opportunity, benefits or location of employment. If during this three year period the executive’s employment is terminated by Toro other than for cause, or if the executive terminates employment for good reason (as defined in the agreements, and including compensation reductions, demotions, relocation and excess travel), or voluntarily during the 30 day period following the first anniversary of the change in control, the executive is entitled to receive all accrued salary and annual incentive payments through the date of termination and, except in the event of death or disability, a lump sum severance payment (“Lump Sum Payment”) equal to three times the sum of base salary and annual bonus (and certain insurance and other welfare plan benefits). Further, in the event an excise tax is imposed on payments under the agreement, an additional payment (“gross-up”) is required in an amount such that after the payment of all taxes, both income and excise, the executive will be in the same after-tax position as if no excise tax under the Internal Revenue Code had been imposed.

      Generally, and subject to certain exceptions, a change in control is deemed to have occurred if:

	•	a majority of Toro’s Board of Directors becomes comprised of persons other than persons for whose election proxies have been solicited by the Board, or who are then serving as directors appointed by the Board to fill vacancies caused by death or resignation (but not removal) of a director or to fill newly created directorships;

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	•	another party becomes the beneficial owner of at least 15% of Toro’s outstanding voting stock; or
	•	Toro’s stockholders approve a definitive agreement or plan to merge or consolidate Toro with another party (other than certain limited types of mergers), to exchange shares of voting stock of Toro for shares of another corporation pursuant to a statutory exchange, to sell or otherwise dispose of all or substantially all of Toro’s assets, or to liquidate or dissolve Toro.

      If a change in control of Toro had occurred on January 1, 2004 and had resulted in the involuntary termination of the Chief Executive Officer and the other four most highly compensated executive officers of Toro at that time or the termination by such executives for good reason, the Lump Sum Payment to be made to the Chief Executive Officer and the other four most highly compensated executive officers of Toro in the aggregate would have been approximately $9,878,409 (before excise tax). Toro has also established a trust for the benefit of these officers which, in the event of a change of control, must be funded in an amount equal to Toro’s accrued liability related to the agreements.

      Board Compensation Arrangements Involving Toro Securities. Compensation for Toro non-employee directors includes stock components as well as cash. Cash compensation for fiscal 2003 included an annual retainer and meeting fees ($20,000 plus a fee of $1,000 for each meeting of the Board or a committee attended, except that no more than one committee meeting fee is paid for committee meetings held in a single day). The Chair of the Audit Committee receives $3,000 for each meeting attended and $500 for each interim conference call meeting in which the Chair participates and the Chairs of each of the other board committees receive $2,000 for each meeting they attend.

      Non-employee directors also receive an annual grant of shares having a $10,000 market value (valued at the average of the closing prices of the shares during the three months prior to the award) and an annual grant of 2,000 stock options (with an exercise price per share equal to 100% of the fair market value of one share on the date of grant which is the first business day of the fiscal year) pursuant to The Toro Company Directors Stock Plan and The Toro Company 2000 Directors Stock Plan. A director may elect to receive the annual retainer fee and meeting fees in cash or shares, or a combination of both. Stock options granted to non-employee directors generally vest six months after grant and have a five year term. Upon a change of control of Toro, all unvested stock options vest in full.

      A non-employee director may elect to defer receipt of Board compensation under the Deferred Compensation Plan for Non-Employee Directors. Deferred stock compensation is credited as common stock units, which are credited with dividends that are reinvested as additional units.

      Compensation Arrangements Involving Toro Securities. Toro has outstanding options under two stock option plans, The Toro Company 1993 Stock Option Plan (the “1993 Plan”) and The Toro Company 2000 Stock Option Plan (the “2000 Plan”). The 1993 Plan terminated on August 17, 2003. All options granted under the 1993 Plan are fully vested and no further options may be granted under that plan. Three million shares are reserved for issuance under the 2000 Plan; as of March 10, 2004, 588,686 shares remain available for future grants. Under the 2000 Plan, no more than 100,000 stock options may be granted to any individual during any calendar year. Under the 2000 Plan, the Compensation Committee of Toro’s Board (the “committee”) determines the size of awards under the plan. All options granted under the stock option plans have exercise prices that are equal to fair market value at the date of grant, and have a term of up to ten years from the date of grant. Historically, stock options have not been subject to vesting requirements. However, in December 2003, Toro instituted vesting requirements for stock option awards to certain Toro officers. The December 2003 option grants subject to vesting requirements vest over three years in three equal annual installments. Upon a change of control of Toro, all stock options vest in full and remain exercisable at least until the third anniversary of the change of control, unless the original term of an option expires earlier.

      Under Toro’s stockholder-approved Annual Management Incentive Plan II (“Annual Incentive Plan”), executive officers and other key employees are eligible to receive an annual cash bonus based on a percentage of base salary (determined by the executive officer’s position) and Toro’s level of achievement of performance goals and, for most participants, division and individual performance. If performance goals are exceeded, award amounts increase up to a pre-established maximum, but not more than 200% of the target award

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      Toro key employees may receive long term incentive compensation in the form of performance shares under Toro’s stockholder-approved Performance Share Plan. Two million shares are reserved for issuance under the plan; as of March 10, 2004, 1,398,683 shares remain available for future grants. The committee determines the recipients, size, and terms of these awards. A recipient of a performance share Award may receive shares if Toro achieves pre-established performance goals, generally over a three year period. No more than 100,000 performance shares may be granted to any individual with respect to any such award cycle. A recipient generally forfeits the right to receive any shares pursuant to the award upon a termination of employment prior to the conclusion of the three year period, although a prorated award may be payable under some circumstances relating to a termination due to death, disability, or retirement. All performance shares automatically vest upon a change of control of Toro, unless the committee has provided otherwise in an award agreement.

      Toro maintains The Toro Company Investment, Savings, and Employee Stock Ownership Plan, which is a tax-qualified defined contribution plan pursuant to which eligible Toro employees may, through investment of amounts deducted from payroll, accumulate Toro shares pursuant to a profit-sharing component of the plan and pursuant to an employee stock ownership plan component of the plan. Three million shares are reserved for issuance under this plan; as of March 10, 2004, 329,760.50 shares remain available for future grants. Toro also maintains The Toro Australia Pty. Limited General Employees Stock Plan, under which eligible Australian employees may, through investment of amounts deducted from payroll, invest in shares. Fifty thousand shares are reserved for issuance under this plan; as of March 10, 2004, 47,360 shares remain available for future grants.

      Toro maintains The Toro Company Profit-Sharing Plan for Plymouth Union Employees which covers members of Local 1291 International Union Automobile Aerospace and Agricultural Implement Workers of America at Plymouth, Wisconsin and The Hahn Equipment Co. Savings Plan for Union Employees which covers members of Local 1633 of International Union, United Automobile Aerospace and Agricultural Implement Workers of America at Toro’s Evansville, Indiana plant. Each of these plans is a 401(k) plan with an investment matching feature in the form of shares.

      Chief Executive Officer Succession Incentive Award Agreement. In fiscal 1995, the Toro Board of Directors and Toro’s stockholders approved a special incentive compensation plan for Mr. Melrose, to encourage him to remain with Toro until his 60th birthday, while assuring the timely development and election of his successor as Chief Executive Officer of Toro. On July 31, 1995, Toro issued 34,934 shares of restricted stock and 34,934 performance units to Mr. Melrose under the terms of the agreement. The value of each performance unit is equal to the fair market value of a share. The restricted stock and performance units vest based upon achievement of specified succession planning goals. Dividends are paid with respect to the restricted stock and the shares may be voted. Portions of the restricted stock and performance unit awards may be forfeited if specified goals are not achieved at various dates, ending on October 31, 2005 or termination of employment. For each of the fiscal years ended October 31, 2000 and 1999, 5,240 shares and performance units vested. The agreement entitles Mr. Melrose to require Toro to effect registered public offerings with respect to up to 161,156 shares owned by Mr. Melrose.

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      Except as otherwise described herein, neither Toro nor, to the best of Toro’s knowledge, any of its affiliates, directors or executive officers, is a party to any agreement, arrangement or understanding with any other person relating, directly or indirectly, to the tender offer or with respect to any securities of Toro, including, but not limited to, any agreement, arrangement or understanding concerning the transfer or the voting of the securities of Toro, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents or authorizations.

12.	Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act.

      The purchase by Toro of shares under the tender offer will reduce the number of shares that might otherwise be traded publicly and may reduce the number of Toro stockholders. These reductions may reduce the volume of trading in our shares and may result in lower stock prices and reduced liquidity in the trading of our shares following completion of the tender offer. As of March 10, 2004, we had issued and outstanding 24,207,860 shares. The 2,500,000 shares that we are offering to purchase pursuant to the tender offer represent approximately 10.3% of the shares outstanding as of that date. Stockholders may be able to sell non-tendered shares in the future on the NYSE or otherwise, at a net price higher or lower than the purchase price in the tender offer. We can give no assurance, however, as to the price at which a stockholder may be able to sell such shares in the future.

      Toro anticipates that there will be a sufficient number of shares outstanding and publicly traded following completion of the tender offer to ensure a continued trading market for the shares. Based upon published guidelines of the NYSE, Toro does not believe that its purchase of shares under the tender offer will cause the remaining outstanding shares of Toro common stock to be delisted from the NYSE.

      The shares are now “margin securities” under the rules of the Board of Governors of the Federal Reserve System. This classification has the effect, among other things, of allowing brokers to extend credit to their customers using the shares as collateral. Toro believes that, following the purchase of shares under the tender offer, the shares remaining outstanding will continue to be margin securities for purposes of the Federal Reserve Board’s margin rules and regulations.

      The shares are registered under the Exchange Act, which requires, among other things, that Toro furnish certain information to its stockholders and the Securities and Exchange Commission and comply with the Securities and Exchange Commission’s proxy rules in connection with meetings of the Toro stockholders. Toro believes that its purchase of shares under the tender offer will not result in the shares becoming eligible for deregistration under the Exchange Act.

13.	Legal Matters; Regulatory Approvals.

      Except as described above, Toro is not aware of any license or regulatory permit that appears material to its business that might be adversely affected by its acquisition of shares as contemplated by the tender offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic, foreign or supranational, that would be required for the acquisition of shares by Toro as contemplated by the tender offer. Should any approval or other action be required, Toro presently contemplates that it will seek that approval or other action. Toro is unable to predict whether it will be required to delay the acceptance for payment of or payment for shares tendered under the tender offer pending the outcome of any such matter. There can be no assurance that any approval or other action, if needed, would be obtained or would be obtained without substantial cost or conditions or that the failure to obtain the approval or other action might not result in adverse consequences to its business and financial condition. The obligations of Toro under the tender offer to accept for payment and pay for shares is subject to conditions. See Section 7.

14.	U.S. Federal Income Tax Consequences.

      The following describes the material United States federal income tax consequences relevant to the tender offer. This discussion is based upon the Internal Revenue Code of 1986, as amended to the date hereof (the “Code”), existing and proposed Treasury Regulations, administrative pronouncements and judicial

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      This discussion deals only with shares held as capital assets and does not deal with all tax consequences that may be relevant to all categories of holders (such as financial institutions, dealers in securities or commodities, traders in securities who elect to apply a mark-to-market method of accounting, insurance companies, tax-exempt organizations, former citizens or residents of the United States or persons who hold shares as part of a hedge, straddle, constructive sale or conversion transaction). In particular, different rules may apply to shares received through the exercise of employee stock options or otherwise as compensation. This discussion does not address the state, local or foreign tax consequences of participating in the tender offer. Holders of shares should consult their tax advisors as to the particular consequences to them of participation in the tender offer.

      As used herein, a “Holder” means a beneficial holder of shares that is a citizen or resident of the United States, a corporation or a partnership created or organized under the laws of the United States or any State thereof, a trust whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to make all substantial decisions, or an estate the income of which is subject to United States federal income taxation regardless of its source.

      Holders of shares who are not United States holders (“foreign stockholders”) should consult their tax advisors regarding the United States federal income tax consequences and any applicable foreign tax consequences of the tender offer and should also see Section 3 for a discussion of the applicable United States withholding rules and the potential for obtaining a refund of all or a portion of any tax withheld.

      We urge stockholders to consult their tax advisors to determine the particular tax consequences to them of participating in the tender offer.

      Non-Participation in the Tender Offer. Holders of shares who do not participate in the tender offer will not incur any tax liability as a result of the consummation of the tender offer.

      Exchange of Shares Pursuant to the Tender Offer. An exchange of shares for cash pursuant to the tender offer will be a taxable transaction for United States federal income tax purposes. A Holder who participates in the tender offer will, depending on such Holder’s particular circumstances, be treated either as recognizing gain or loss from the disposition of the shares or as receiving a distribution from us with respect to our stock.

      Under Section 302 of the Code, a Holder will recognize gain or loss on an exchange of shares for cash if the exchange

	•	results in a “complete termination” of all such Holder’s equity interest in us,
	•	results in a “substantially disproportionate” redemption with respect to such Holder, or
	•	is “not essentially equivalent to a dividend” with respect to the Holder.

In applying the Section 302 tests, a Holder must take account of shares that such Holder constructively owns under attribution rules, pursuant to which the Holder will be treated as owning shares owned by certain family members (except that in the case of a “complete termination” a Holder may, under certain circumstances, waive attribution from family members) and related entities and shares that the Holder has the right to acquire by exercise of an option. An exchange of shares for cash will be a substantially disproportionate redemption with respect to a Holder if the percentage of the then outstanding shares owned by such Holder immediately after the exchange is less than 80% of the percentage of the shares owned by such Holder immediately before the exchange. If an exchange of shares for cash fails to satisfy the “substantially disproportionate” test, the Holder may nonetheless satisfy the “not essentially equivalent to a dividend” test. An exchange of shares for cash will satisfy the “not essentially equivalent to a dividend” test if it results in a “meaningful reduction” of the Holder’s equity interest in us. An exchange of shares for cash that results in a relatively minor (e.g., approximately 3%) reduction of the proportionate equity interest in us of a Holder whose relative equity interest in us is minimal (an interest of less than one percent should satisfy

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      If a Holder is treated as recognizing gain or loss from the disposition of the shares for cash, such gain or loss will be equal to the difference between the amount of cash received and such Holder’s tax basis in the shares exchanged therefor. Any such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the holding period of the shares exceeds one year as of the date of the exchange.

      If a Holder is not treated under the Section 302 tests as recognizing gain or loss on an exchange of shares for cash, the entire amount of cash received by such Holder pursuant to the exchange will be treated as a dividend to the extent of the Holder’s allocable portion of our current and accumulated earnings and profits and then as a return of capital to the extent of the Holder’s basis in the shares exchanged and thereafter as capital gain. Provided certain holding period requirements are satisfied, non-corporate Holders generally will be subject to U.S. federal income tax at a maximum rate of 15% on amounts treated as dividends. Such a dividend will be taxed at a maximum rate of 15% in its entirety, without reduction for the tax basis of the shares exchanged. To the extent that a purchase of a Holder’s shares by us in the tender offer is treated as the receipt by the Holder of a dividend, the Holder’s remaining adjusted basis (reduced by the amount, if any, treated as a return of capital) in the purchased shares will be added to any shares retained by the Holder, subject, in the case of corporate stockholders, to reduction of basis or possible gain recognition under the “extraordinary dividend” provisions of the Code in an amount equal to the non-taxed portion of the dividend. To the extent that cash received in exchange for shares is treated as a dividend to a corporate Holder, (i) it will be eligible for a dividends-received deduction (subject to applicable limitations) and (ii) it will be subject to the “extraordinary dividend” provisions of the Code. Corporate Holders should consult their tax advisors concerning the availability of the dividends-received deduction and the application of the “extraordinary dividend” provisions of the Code in their particular circumstances.

      We cannot predict whether or the extent to which the tender offer will be oversubscribed. If the tender offer is oversubscribed, proration of tenders pursuant to the tender offer will cause us to accept fewer shares than are tendered. Therefore, a Holder can be given no assurance that a sufficient number of such Holder’s shares will be purchased pursuant to the tender offer to ensure that such purchase will be treated as a sale or exchange, rather than as a dividend, for federal income tax purposes pursuant to the rules discussed above.

      See Section 3 with respect to the application of federal income tax withholding and backup withholding.

      We have included the discussion set forth above for general information only. We urge stockholders to consult their tax advisor to determine the particular tax consequences to them of the tender offer, including the applicability and effect of state, local and foreign tax laws.

15.	Extension of the Tender Offer; Termination; Amendment.

      Toro expressly reserves the right, in its sole discretion, at any time and from time to time, and regardless of whether or not any of the events set forth in Section 7 shall have occurred or shall be deemed by Toro to have occurred, to extend the period of time during which the tender offer is open and thereby delay acceptance for payment of, and payment for, any shares by giving oral or written notice of the extension to the depositary and making a public announcement of the extension. Toro also expressly reserves the right, in its sole discretion, to terminate the tender offer and not accept for payment or pay for any shares not theretofore accepted for payment or paid for or, subject to applicable law, to postpone payment for shares upon the occurrence of any of the conditions specified in Section 7 by giving oral or written notice of termination or postponement to the depositary and making a public announcement of termination or postponement. Toro’s reservation of the right to delay payment for shares that it has accepted for payment is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires that Toro must pay the consideration offered or return the shares tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, Toro further reserves the right, in its sole discretion, and regardless of whether any of the events set forth in Section 7 shall have occurred or shall be deemed by Toro to have occurred, to amend the tender offer in any respect, including, without limitation, by decreasing or

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      If Toro materially changes the terms of the tender offer or the information concerning the tender offer, Toro will extend the tender offer to the extent required by Rules 13e-4(d)(2), 13e-4(e)(3) and 13e-4(f)(1) promulgated under the Exchange Act. These rules and certain related releases and interpretations of the Securities and Exchange Commission provide that the minimum period during which a tender offer must remain open following material changes in the terms of the tender offer or information concerning the tender offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of the terms or information. If

	•	Toro increases or decreases the price to be paid for shares or increases or decreases the number of shares being sought in the tender offer and, if an increase in the number of shares being sought, such increase exceeds 2% of the outstanding shares, and
	•	the tender offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that the notice of an increase or decrease is first published, sent or given to security holders in the manner specified in this Section 15,

the tender offer will be extended until the expiration of such ten business day period.

16.	Fees and Expenses.

      Toro has retained Banc of America Securities LLC to act as the dealer manager in connection with the tender offer. Banc of America Securities LLC will receive reasonable and customary compensation. Toro also has agreed to indemnify Banc of America Securities LLC against certain liabilities in connection with the tender offer, including liabilities under the U.S. federal securities laws. Banc of America Securities LLC has rendered various investment banking and other services to Toro and its affiliates in the past, and may continue to render these services, for which they have received, and may continue to receive, customary compensation from Toro and its affiliates. In the ordinary course of its trading and brokerage activities, Banc of America Securities LLC and its affiliates may hold positions, for their own accounts or for those of their customers, in securities of Toro.

      Toro has retained Morrow & Co., Inc. to act as information agent and Wells Fargo Bank, N.A. to act as depositary in connection with the tender offer. The information agent may contact holders of shares by mail, telephone, telegraph and in person, and may request brokers, dealers, commercial banks, trust companies and other nominee stockholders to forward materials relating to the tender offer to beneficial owners. The information agent and the depositary each will receive reasonable and customary compensation for their respective services, will be reimbursed by Toro for specified reasonable out-of-pocket expenses, and will be indemnified against certain liabilities in connection with the tender offer, including certain liabilities under the U.S. federal securities laws.

      In connection with the tender offer, Putnam Fiduciary Trust Company, the trustee for each of The Toro Company Investment, Savings and Employee Stock Ownership Plan, The Toro Company Profit-Sharing Plan for Plymouth Union Employees and The Hahn Equipment Co. Savings Plan for Union Employees may contact participants in these plans by mail, telephone, fax, and personal interviews. The trustee for these plans receives reasonable and customary compensation for its services and is reimbursed for certain out-of-pocket expenses pursuant to arrangements with Toro to act as trustee for the plans. Under those arrangements, no separate fee is payable to the trustee in connection with the tender offer.

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      No fees or commissions will be payable by Toro to brokers, dealers, commercial banks or trust companies (other than fees to the dealer manager, the information agent and the trustee for Toro’s employee plans, as described above) for soliciting tenders of shares under the tender offer. We urge stockholders holding shares through brokers or banks to consult the brokers or banks to determine whether transaction costs are applicable if stockholders tender shares through such brokers or banks and not directly to the depositary. Toro, however, upon request, will reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding the tender offer and related materials to the beneficial owners of shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as the agent of Toro, the dealer manager, the information agent, the depositary or the trustee for Toro’s employee plans for purposes of the tender offer. Toro will pay or cause to be paid all stock transfer taxes, if any, on its purchase of shares, except as otherwise provided in this document and Instruction 9 in the letter of transmittal.

17.	Miscellaneous.

      Toro is not aware of any jurisdiction where the making of the tender offer is not in compliance with applicable law. If Toro becomes aware of any jurisdiction where the making of the tender offer or the acceptance of shares pursuant thereto is not in compliance with applicable law, Toro will make a good faith effort to comply with the applicable law. If, after such good faith effort, Toro cannot comply with the applicable law, Toro will not make the tender offer to (nor will tenders be accepted from or on behalf of) the holders of shares in that jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the tender offer to be made by a licensed broker or dealer, the tender offer shall be deemed to be made on behalf of Toro by the dealer manager or one or more registered brokers or dealers licensed under the laws of that jurisdiction.

      Pursuant to Rule 13e-4(c)(2) under the Exchange Act, Toro has filed with the Commission an Issuer Tender Offer Statement on Schedule TO, which contains additional information with respect to the tender offer. The Schedule TO, including the exhibits and any amendments and supplements thereto, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth in Section 10 with respect to information concerning Toro.

      Toro has not authorized any person to make any recommendation on behalf of Toro as to whether you should tender or refrain from tendering your shares in the tender offer. Toro has not authorized any person to give any information or to make any representation in connection with the tender offer other than those contained in this offer to purchase or in the letter of transmittal. If anyone makes any recommendation or representation to you or gives you any information, you must not rely upon that recommendation, representation or information as having been authorized by Toro or the dealer manager.

March 17, 2004

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      The letter of transmittal and share certificates and any other required documents should be sent or delivered by each stockholder or that stockholder’s broker, dealer, commercial bank, trust company or nominee to the depositary at one of its addresses set forth below.

The depositary for the tender offer is:

Wells Fargo Bank, N.A.

By registered mail:		By hand or overnight courier:
Wells Fargo Bank, N.A. Shareowner Services Corporate Actions Department P.O. Box 64858 St. Paul, Minnesota 55164-0858		Wells Fargo Bank, N.A. Shareowner Services Corporate Actions Department 161 North Concord Exchange South St. Paul, Minnesota 55075

      Please direct any questions or requests for assistance to the information agent or the dealer manager at their respective telephone numbers and addresses set forth below. Please direct requests for additional copies of this offer to purchase, the letter of transmittal or the notice of guaranteed delivery to the information agent at the telephone number and address set forth below. Stockholders also may contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the tender offer. Please contact the depositary to confirm delivery of shares.

The information agent for the tender offer is:

Morrow & Co., Inc.

Morrow & Co., Inc.

The dealer manager for the tender offer is:

Banc of America Securities LLC

 

Exhibit (a)(1)(B)

LETTER OF TRANSMITTAL

The depositary for the tender offer is:

Wells Fargo Bank, N.A.

By registered mail: Wells Fargo Bank, N.A. Shareowner Services Corporate Actions Department P.O. Box 64858 St. Paul, Minnesota 55164-0858		By hand or overnight courier: Wells Fargo Bank, N.A. Shareowner Services Corporate Actions Department 161 North Concord Exchange South St. Paul, Minnesota 55075

Description of Shares Tendered
Name(s) and Address(es) of Registered Holder(s)
(Please fill in, if blank, exactly as						Certificate(s) Tendered
names(s) appear(s) on certificate(s))						(Attach and sign additional list if necessary)
								Number of
								Shares
						Certificate		Represented By		Number of
						Number(s)*		Certificate(s)		Shares Tendered**
						Total Shares Tendered*
*** Indicate in this box the order (by certificate number) in which shares are to be purchased in event of proration (attach additional signed list if necessary): See Instruction 7.
1st:		2nd:		3rd:		4th:		5th:		6th:
*   Need not complete if shares are delivered by book-entry transfer.
**  If you desire to tender fewer than all shares evidenced by any certificate(s) listed above, please indicate in this column the number of shares you wish to tender. Otherwise, all shares evidenced by such certificate(s) will be deemed to have been tendered. See Instruction 4.
*** If you do not designate an order and Toro purchases less than all shares tendered due to proration, the depositary will select the shares that Toro will purchase. See Instruction 7.

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      Delivery of this letter of transmittal to an address other than one of those set forth above will not constitute a valid delivery. You must deliver this letter of transmittal to the depositary. Deliveries to The Toro Company (“Toro”), Banc of America Securities LLC (the dealer manager for the tender offer) or Morrow & Co., Inc. (the information agent for the tender offer) will not be forwarded to the depositary and therefore will not constitute valid delivery to the depositary. Delivery of the letter of transmittal and any other required documents to the book-entry transfer facility will not constitute delivery to the depositary.

      YOU MAY NOT USE THIS LETTER OF TRANSMITTAL TO TENDER SHARES HELD IN THE TORO COMPANY INVESTMENT, SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN, THE TORO COMPANY PROFIT-SHARING PLAN FOR PLYMOUTH UNION EMPLOYEES OR THE HAHN EQUIPMENT CO. SAVINGS PLAN FOR UNION EMPLOYEES. INSTEAD, YOU MUST USE THE SEPARATE TENDER INSTRUCTION FORMS SENT TO PARTICIPANTS IN THOSE PLANS.

      You should use this letter of transmittal if you are causing the shares to be delivered by book-entry transfer to the depositary’s account at the Depositary Trust Company (“DTC,” which is hereinafter referred to as the “book-entry transfer facility”) pursuant to the procedures set forth in Section 3 of the offer to purchase. Only financial institutions that are participants in the book-entry transfer facility’s system may make book-entry delivery of the shares.

The information agent for the tender offer is:

Morrow & Co., Inc.

Morrow & Co., Inc.

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      BEFORE COMPLETING THIS LETTER OF TRANSMITTAL, YOU SHOULD READ THIS LETTER OF TRANSMITTAL AND THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

      You should use this letter of transmittal only if (1) you are also enclosing certificates for the shares you desire to tender, or (2) you intend to deliver certificates for such shares under a notice of guaranteed delivery previously sent to the depositary, or (3) you are delivering shares through a book-entry transfer into the depositary’s account at The Depositary Trust Company (i.e., the book-entry transfer facility) in accordance with Section 3 of the offer to purchase.

      If you desire to tender shares in the tender offer, but you cannot deliver the certificates for your shares and all other required documents to the depositary by the expiration date (as set forth in the offer to purchase), or cannot comply with the procedures for book-entry transfer on a timely basis, then you may tender your shares according to the guaranteed delivery procedures set forth in Section 3 of the offer to purchase. See Instruction 2. Delivery of the letter of transmittal and any other required documents to the book-entry transfer facility does not constitute delivery to the depositary.

o	Check here if you are delivering tendered shares pursuant to a notice of guaranteed delivery that you previously sent to the depositary and complete the following:

Name(s) of Tendering Stockholder(s):

Date of Execution of notice of guaranteed delivery:

Name of Institution that Guaranteed Delivery:

o

Check here if any certificates evidencing the shares you are tendering with this letter of transmittal have been lost, stolen, destroyed or mutilated. If you check this box, you must complete an affidavit of loss and return it with your letter of transmittal. You should call Wells Fargo Bank, N.A. (“Wells Fargo”), the transfer agent, at (800) 468-9716 to get information about the requirements for replacement. You may be required to post a bond to secure against the risk that certificates may be subsequently recirculated. Please call Wells Fargo immediately to obtain an affidavit of loss, to receive further instructions on how to proceed, and to determine whether you will need to post a bond, so that the timely processing of this letter of transmittal will not be impeded. See Instruction 16.

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o	Check here if you are a financial institution that is a participating institution in the book-entry transfer facility’s system and you are delivering the tendered shares by book-entry transfer to an account maintained by the depositary at the book-entry transfer facility, and complete the following:

Name(s) of Tendering Institution:

Account Number:

Transaction Code Number:

NOTE: SIGNATURES MUST BE PROVIDED BELOW

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CHECK EXACTLY ONE BOX. IF YOU CHECK MORE THAN ONE BOX, OR IF YOU DO NOT CHECK ANY BOX, YOU WILL HAVE FAILED TO VALIDLY TENDER ANY SHARES.

SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER

o

The undersigned wants to maximize the chance of having Toro purchase all shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders shares and is willing to accept the purchase price determined by Toro pursuant to the tender offer (the “Purchase Price”). This action could result in receiving a price per share as low as $56.50.

— OR —

SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER

      By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned hereby tenders shares at the price checked. This action could result in none of the shares being purchased if the Purchase Price is less than the price checked below. A stockholder who desires to tender shares at more than one price must complete a separate letter of transmittal for each price at which the stockholder tenders shares. You cannot tender the same shares at more than one price, unless you have previously validly withdrawn those shares tendered at a different price in accordance with Section 4 of the offer to purchase.

Price (in Dollars) Per Share at Which Shares Are Being Tendered

o  $56.50		o  $57.50		o  $58.50		o  $59.50
o  $56.75		o  $57.75		o  $58.75		o  $59.75
o  $57.00		o  $58.00		o  $59.00		o  $60.00
o  $57.25		o  $58.25		o  $59.25

You WILL NOT have validly tendered your shares

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ODD LOTS

      To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares.

      On the date hereof, the undersigned either (check one box):

	o	is the beneficial or record owner of an aggregate of fewer than 100 shares and is tendering all of those shares, or
	o	is a broker, dealer, commercial bank, trust company or other nominee that (i) is tendering, for the beneficial owner(s) thereof, shares with respect to which it is the record holder, and (ii) believes, based upon representations made to it by such beneficial owner(s), that each such person was the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of such shares.

      In addition, the undersigned is tendering shares (check ONE box):

	o	at the Purchase Price, which will be determined by Toro in accordance with the terms of the tender offer (persons checking this box should check the box under the heading “Shares Tendered at Price Determined Pursuant to the Tender Offer”); or
	o	at the price per share indicated under the heading “Shares Tendered at Price Determined by Stockholder.”

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CONDITIONAL TENDER

      A tendering stockholder may condition his or her tender of shares upon Toro purchasing a specified minimum number of the shares tendered, as described in Section 6 of the offer to purchase. Unless Toro purchases at least the minimum number of shares you indicate below pursuant to the terms of the tender offer, Toro will not purchase any of the shares tendered below. It is the tendering stockholder’s responsibility to calculate that minimum number, and we urge each stockholder to consult his or her own tax advisor in doing so. Unless you check the box immediately below and specify, in the space provided, a minimum number of shares that Toro must purchase from you if Toro purchases any shares from you, Toro will deem your tender unconditional.

	o	The minimum number of shares that Toro must purchase from me if Toro purchases any shares from me, is:                      shares.

      If, because of proration, Toro will not purchase the minimum number of shares from you that you designate, Toro may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her shares. To certify that you are tendering all of the shares you own, check the box below.

	o	The tendered shares represent all shares held by the undersigned.

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   Complete this box ONLY if the check for the aggregate Purchase Price of shares purchased (less the amount of any federal income or backup withholding tax required to be withheld) and/or certificate for shares not tendered or not purchased are to be issued in the name of someone other than the undersigned, or if shares tendered hereby and delivered by book-entry transfer which are not purchased are to be returned by crediting them to an account at the book-entry transfer facility other than the account designated above.

CHECK ONE OR BOTH BOXES AS APPROPRIATE:

o Issue Check to:

o Issue Share Certificate to:

Name:

Address:

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CHECK and COMPLETE IF APPLICABLE:

o	Credit shares delivered by book-entry transfer and not purchased to the account set forth below:

Account Number:

SPECIAL DELIVERY INSTRUCTIONS

   Complete this box ONLY if the check for the aggregate Purchase Price of shares purchased (less the amount of any federal income or backup withholding tax required to be withheld) and/or certificate for shares not tendered or not purchased are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned’s signature(s).

CHECK ONE OR BOTH BOXES AS APPROPRIATE:

o Deliver Check to:

o Deliver Share Certificate to:

Name:

Address:

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Ladies and Gentlemen:

      The undersigned hereby tenders to The Toro Company, a Delaware corporation (“Toro”), the above-described shares of Toro’s common stock, par value $1.00 per share, together with the associated preferred stock purchase rights issued under the Rights Agreement, dated as of May 20, 1998, between Toro and Wells Fargo Bank, N.A. as the Rights Agent (such shares, together with such rights, herein referred to as the “shares”). Unless the associated preferred stock purchase rights are redeemed prior to the expiration of the tender offer, a tender of any shares will also constitute a tender of the associated preferred stock purchase rights.

      The tender of the shares is being made at the price per share indicated in this letter of transmittal, net to the seller in cash, without interest, on the terms and subject to the conditions set forth in this letter of transmittal and in Toro’s offer to purchase, dated March 17, 2004, receipt of which is hereby acknowledged.

      Subject to and effective upon acceptance for payment of, and payment for, shares tendered with this letter of transmittal in accordance with the terms of the tender offer, the undersigned hereby (1) sells, assigns and transfers to or upon the order of Toro all right, title and interest in and to all of the shares tendered hereby which are so accepted and paid for; (2) orders the registration of any shares tendered by book-entry transfer that are purchased under the tender offer to or upon the order of Toro; and (3) appoints the depositary as attorney-in-fact of the undersigned with respect to such shares, with the full knowledge that the depositary also acts as the agent of Toro, with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), to perform the following functions:

	(a) deliver certificates for shares, or transfer ownership of such shares on the account books maintained by the book-entry transfer facility, together in either such case with all accompanying evidences of transfer and authenticity, to or upon the order of Toro, upon receipt by the depositary, as the undersigned’s agent, of the Purchase Price with respect to such shares;
	(b) present certificates for such shares for cancellation and transfer on Toro’s books; and
	(c) receive all benefits and otherwise exercise all rights of beneficial ownership of such shares, subject to the next paragraph, all in accordance with the terms of the tender offer.

      The undersigned understands that Toro will, upon the terms and subject to the conditions of the tender offer, determine a single per share price, not greater than $60.00 nor less than $56.50 per share (the “Purchase Price”), which it will pay for shares validly tendered and not validly withdrawn pursuant to the tender offer, after taking into account the number of shares so tendered and the prices specified by tendering stockholders. The undersigned understands that Toro will select the lowest purchase price that will allow it to purchase 2,500,000 shares or, if a lesser number of shares is validly tendered and not validly withdrawn, all such shares that are validly tendered and not validly withdrawn. The undersigned further understands that Toro reserves the right to purchase more than 2,500,000 shares pursuant to the tender offer, subject to certain limitations and legal requirements as set forth in the tender offer. Toro will purchase all shares validly tendered at or below the Purchase Price and not validly withdrawn, subject to the conditions of the tender offer and the “odd lot” priority, proration and conditional tender provisions described in the offer to purchase. The undersigned understands that all stockholders whose shares are purchased by Toro will receive the same Purchase Price for each share purchased in the tender offer.

      The undersigned hereby covenants, represents and warrants to Toro that:

	(a) the undersigned has a net long position in the shares at least equal to the number of shares being tendered within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is tendering the shares in compliance with Rule 14e-4 under the Exchange Act;
	(b) has full power and authority to tender, sell, assign and transfer the shares tendered hereby;
	(c) when and to the extent Toro accepts the shares for purchase, Toro will acquire good and marketable title to them, free and clear of all security interests, liens, restrictions, claims, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and the shares will not be subject to any adverse claims or rights;

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	(d) the undersigned will, upon request, execute and deliver any additional documents deemed by the depositary or Toro to be necessary or desirable to complete the sale, assignment and transfer of the shares tendered hereby and accepted for purchase; and
	(e) the undersigned has read and agrees to all of the terms of the tender offer.

      The undersigned understands that tendering of shares under any one of the procedures described in Section 3 of the offer to purchase and in the Instructions to this letter of transmittal will constitute an agreement between the undersigned and Toro upon the terms and subject to the conditions of the tender offer. The undersigned acknowledges that under no circumstances will Toro pay interest on the Purchase Price.

      The undersigned recognizes that under certain circumstances set forth in the offer to purchase, Toro may terminate or amend the tender offer; or may postpone the acceptance for payment of, or the payment for, shares tendered, or may accept for payment fewer than all of the shares tendered hereby. The undersigned understands that certificate(s) for any shares not tendered or not purchased will be returned to the undersigned at the address indicated above.

      The names and addresses of the registered holders should be printed, if they are not already printed above, exactly as they appear on the certificates representing shares tendered hereby. The certificate numbers, the number of shares represented by such certificates, and the number of shares that the undersigned wishes to tender, should be set forth in the appropriate boxes above.

      Unless otherwise indicated under “Special Payment Instructions,” please issue the check for the aggregate Purchase Price of any shares purchased (less the amount of any federal income or backup withholding tax required to be withheld), and/or return any shares not tendered or not purchased, in the name(s) of the undersigned or, in the case of shares tendered by book-entry transfer, by credit to the account at the book-entry transfer facility designated above. Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the aggregate Purchase Price of any shares purchased (less the amount of any federal income or backup withholding tax required to be withheld), and any certificates for shares not tendered or not purchased (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’s signature(s). In the event that both the “Special Payment Instructions” and the “Special Delivery Instructions” are completed, please issue the check for the aggregate Purchase Price of any shares purchased (less the amount of any federal income or backup withholding tax required to be withheld) and/or return any shares not tendered or not purchased in the name(s) of, and mail said check and any certificates to, the person(s) so indicated.

      The undersigned recognizes that Toro has no obligation, under the Special Payment Instructions, to transfer any certificate for shares from the name of its registered holder, or to order the registration or transfer of shares tendered by book-entry transfer, if Toro purchases none of the shares represented by such certificate or tendered by such book-entry transfer.

      All authority conferred or agreed to be conferred in this letter of transmittal shall survive the death or incapacity of the undersigned and any obligations or duties of the undersigned under this letter of transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the offer to purchase, this tender is irrevocable.

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STOCKHOLDER(S) SIGN HERE

Must be signed by registered holder(s) exactly as name(s) appear(s) on share certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by share certificates and documents transmitted herewith. If a signature is by an officer on behalf of a corporation or by an executor, administrator, trustee, guardian, attorney-in-fact, agent or other person acting in a fiduciary or representative capacity, please provide full title and see Instruction 8.

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Dated: ______________________________ , 2004

Name(s):

---

Capacity (full title):

Address:

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(Area Code) Telephone Number:

Taxpayer Identification or
Social Security No.:

GUARANTEE OF SIGNATURE(S)

Authorized Signature

Name(s)

Name of Firm

Address

Address Line 2

(Area Code) Telephone No.

Dated: ______________________________ , 2004

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INSTRUCTIONS TO LETTER OF TRANSMITTAL

      If you participate in The Toro Company Investment, Savings and Employee Stock Ownership Plan, The Toro Company Profit Sharing Plan for Plymouth Union Employees or the Hahn Equipment Co. Savings Plan for Union Employees, you must not use this letter of transmittal to direct the tender of the shares attributable to your account in one of those plans. Instead, you must use the separate “tender instruction forms” sent to participants in those plans. If you participate in The Toro Company Investment, Savings and Employee Stock Ownership Plan, The Toro Company Profit-Sharing Plan for Plymouth Union Employees or the Hahn Equipment Co. Savings Plan for Union Employees, you should read the separate “tender instruction forms” and related materials carefully.

      1. Guarantee of Signatures. Except as otherwise provided in this Instruction, all signatures on this letter of transmittal must be guaranteed by a financial institution that is a participant in the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution” as such term is defined in Rule 17Ad-15 under the Exchange Act (an “Eligible Institution”). Signatures on this letter of transmittal need not be guaranteed if either (a) this letter of transmittal is signed by the registered holder(s) of the shares (which term, for purposes of this letter of transmittal, shall include any participant in the book-entry transfer facility whose name appears on a security position listing as the owner of shares) tendered herewith and such holder(s) have not completed either the box entitled “Special Payment Instructions” or “Special Delivery Instructions” in this letter of transmittal; or (b) such shares are tendered for the account of an Eligible Institution. See Instruction 8. You may also need to have any certificates you deliver endorsed or accompanied by a stock power, and the signatures on these documents may also need to be guaranteed. See Instruction 8.

      2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. You should use this letter of transmittal only if you are (a) forwarding certificates with this letter of transmittal, (b) going to deliver certificates under a notice of guaranteed delivery previously sent to the depositary, or (c) causing the shares to be delivered by book-entry transfer pursuant to the procedures set forth in Section 3 of the offer to purchase. In order for you to validly tender shares, the depositary must receive certificates for all physically tendered shares, or a confirmation of a book-entry transfer of all shares delivered electronically into the depositary’s account at the book-entry transfer facility, together in each case with a properly completed and duly executed letter of transmittal, or an Agent’s Message in connection with book-entry transfer, and any other documents required by this letter of transmittal, at one of its addresses set forth in this letter of transmittal by the expiration date (as defined in the offer to purchase).

      The term “Agent’s Message” means a message transmitted by the book-entry transfer facility to, and received by, the depositary, which states that the book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the shares, that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that Toro may enforce this agreement against the participant.

      Guaranteed Delivery. If you cannot deliver your shares and all other required documents to the depositary by the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, you may tender your shares, pursuant to the guaranteed delivery procedure described in Section 3 of the offer to purchase, by or through any Eligible Institution. To comply with the guaranteed delivery procedure, you must (1) properly complete and duly execute a notice of guaranteed delivery substantially in the form provided to you by Toro, specifying the price at which you are tendering your shares, including (where required) a Signature Guarantee by an Eligible Institution in the form set forth in the notice of guaranteed delivery; (2) arrange for the depositary to receive the notice of guaranteed delivery by the expiration date; and (3) ensure that the depositary receives the certificates for all physically tendered shares or book-entry confirmation of electronic delivery of shares, as the case may be, together with a properly completed and duly executed letter of transmittal with any required signature guarantees or an Agent’s Message, and all other documents required by this letter of transmittal, within three New York Stock Exchange, Inc. trading days after receipt by the depositary of such notice of guaranteed delivery, all as provided in Section 3 of the offer to purchase.

      The notice of guaranteed delivery may be delivered by hand, facsimile transmission or mail to the depositary and must include, if necessary, a guarantee by an eligible guarantor institution in the form set forth in such notice. For shares to be tendered validly under the guaranteed delivery procedure, the depositary must receive the notice of guaranteed delivery before the expiration date.

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      The method of delivery of all documents, including certificates for shares, is at the option and risk of the tendering stockholder. If you choose to deliver the documents by mail, we recommend that you use registered mail with return receipt requested, properly insured. In all cases, please allow sufficient time to assure delivery.

      Except as specifically permitted by Section 6 of the offer to purchase, Toro will not accept any alternative, conditional or contingent tenders, nor will it purchase any fractional shares. By executing this letter of transmittal, you waive any right to receive any notice of the acceptance for payment of your tendered shares.

      3.     Inadequate Space. If the space provided in the box captioned “Description of Shares Tendered” is inadequate, then you should list the certificate numbers, the number of shares represented by the certificate(s) and the number of shares tendered with respect to each certificate on a separate signed schedule attached to this letter of transmittal.

      4.     Partial Tenders and Unpurchased Shares. (Not applicable to stockholders who tender by book-entry transfer.) If you wish to tender (i.e., offer to sell) fewer than all of the shares evidenced by any certificate(s) that you deliver to the depositary, fill in the number of shares that you wish to tender (i.e., offer for sale) in the column entitled “Number of Shares Tendered.” In this case, if Toro purchases some but not all of the shares that you tender, Toro will issue to you a new certificate for the unpurchased shares. The new certificate will be sent to the registered holder(s) as promptly as practicable after the expiration date. Unless you indicate otherwise, all shares represented by the certificate(s) listed and delivered to the depositary will be deemed to have been tendered. In the case of shares tendered by book-entry transfer at the book-entry transfer facility, any tendered but unpurchased shares will be credited to the appropriate account maintained by the tendering stockholder at the book-entry transfer facility. In each case, shares will be returned or credited without expense to the stockholder.

      5.     Indication of Price at Which Shares are Being Tendered. In order to validly tender your shares by this letter of transmittal, you must either

	a. check the box under “SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER” in order to maximize the chance of having Toro purchase all of the shares that you tender (subject to the possibility of proration); OR
	b. check one of the boxes indicating the price per share at which you are tendering shares in the section entitled “SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER.”

      YOU MUST CHECK ONE, AND ONLY ONE, BOX. If you check more than one box or no boxes, then you will be deemed not to have validly tendered your shares. If you wish to tender portions of your different share holdings at different prices, you must complete a separate letter of transmittal for each price at which you wish to tender each such portion of your share holdings. You cannot tender the same shares at more than one price (unless, prior to tendering previously tendered shares at a new price, you validly withdrew those shares in accordance with Section 4 of the offer to purchase).

      By checking the box under “Shares Tendered at Price Determined Pursuant to the Tender Offer” you agree to accept the Purchase Price resulting from the tender offer process, which may be as low as $56.50 and as high as $60.00 per share. By checking a box under “Shares Tendered at Price Determined by Stockholder,” you acknowledge that doing so could result in none of the shares you tender being purchased if the Purchase Price for the shares turns out to be less than the price you selected.

      6.     Odd Lots. As described in Section 1 of the offer to purchase, if Toro purchases fewer than all shares properly tendered before the expiration date and not properly withdrawn, Toro will first purchase all shares tendered by any stockholder who (a) owns, beneficially or of record, an aggregate of fewer than 100 shares, and (b) tenders all of his or her shares at or below the Purchase Price. You will only receive this preferential treatment if you own fewer than 100 shares and tender ALL of the shares you own at or below the Purchase Price. Even if you otherwise qualify for “odd lot” preferential treatment, you will not receive such preference unless you complete the section entitled “Odd Lots” in this letter of transmittal.

      7.     Order of Purchase in the Event of Proration. As described in Section 1 of the offer to purchase, stockholders may specify the order in which their shares are to be purchased in the event that, as a result of proration or

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      8.     Signatures on letter of transmittal, Stock Powers and Endorsements.

	a.     Exact Signatures. If this letter of transmittal is signed by the registered holder(s) of the shares tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever.
	b.     Joint Holders. If the shares are registered in the names of two or more persons, ALL such persons must sign this letter of transmittal.
	c.     Different Names on Certificates. If any tendered shares are registered in different names on several certificates, you must complete, sign and submit as many separate letters of transmittal as there are different registrations of certificates.
	d.     Endorsements. If this letter of transmittal is signed by the registered holder(s) of the shares tendered hereby, no endorsements of certificate(s) representing such shares or separate stock powers are required unless payment of the Purchase Price is to be made, or the certificates for shares not tendered or tendered but not purchased are to be issued, to a person other than the registered holder(s). Signature(s) on any such certificate(s) or stock powers must be guaranteed by an Eligible Institution.
	If this letter of transmittal is signed by a person other than the registered holder(s) of the shares tendered hereby, or if payment is to be made to a person other than the registered holder(s), the certificate(s) for the shares must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s) for such shares, and the signature(s) on such certificates or stock power(s) must be guaranteed by an Eligible Institution. See Instruction 1.
	If this letter of transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or any other person acting in a fiduciary or representative capacity, such person should so indicate when signing and must submit to the depositary evidence satisfactory to Toro that such person has authority so to act.

      9.     Stock Transfer Taxes. Except as provided in this Instruction 9, no stock transfer tax stamps or funds to cover such stamps need to accompany this letter of transmittal. Toro will pay or cause to be paid any stock transfer taxes payable on the transfer to it of shares purchased under the tender offer. If, however:

	a.     payment of the Purchase Price is to be made to any person other than the registered holder(s);
	b.     certificate(s) for shares not tendered or tendered but not purchased are to be returned in the name of and to any person other than the registered holder(s) of such shares; OR
	c.     tendered certificates are registered in the name of any person(s) other than the person(s) signing this letter of transmittal,

then the depositary will deduct from the Purchase Price the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person(s) or otherwise) payable on account of the transfer of cash or stock thereby made to such person, unless satisfactory evidence of the payment of such taxes or an exemption from them is submitted with this letter of transmittal.

      10.     Special Payment and Delivery Instructions. If any of the following conditions holds:

	a.     check(s) for the Purchase Price of any shares purchased pursuant to the tender offer are to be issued to a person other than the person(s) signing this letter of transmittal; or
	b.     check(s) for the Purchase Price are to be sent to any person other than the person signing this letter of transmittal, or to the person signing this letter of transmittal, but at a different address; or
	c.     certificates for any shares not tendered, or tendered but not purchased, are to be returned to and in the name of a person other than the person(s) signing this letter of transmittal,

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then, in each such case, you must complete the boxes captioned “Special Payment Instructions” and/or “Special Delivery Instructions” as applicable in this letter of transmittal and make sure that the signatures herein are guaranteed as described in Instructions 1 and 8.

      11.     Conditional Tenders. As described in Sections 1 and 6 of the offer to purchase, stockholders may condition their tenders on Toro purchasing all of their shares, or specify a minimum number of shares that Toro must purchase for the tender of any of their shares to be effective. If you wish to make a conditional tender you must indicate this choice in the box entitled “Conditional Tender” in this letter of transmittal or, if applicable, the notice of guaranteed delivery; and you must calculate and appropriately indicate, in the space provided, the minimum number of shares that Toro must purchase if Toro purchases any shares.

      As discussed in Sections 1 and 6 of the offer to purchase, proration may affect whether Toro accepts conditional tenders. Proration may result in all of the shares tendered pursuant to a conditional tender being deemed to have been withdrawn, if Toro could not purchase the minimum number of shares required to be purchased by the tendering stockholder due to proration. If, because of proration, Toro will not purchase the minimum number of shares that you designate, Toro may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all of your shares and must have checked the box so indicating. Upon selection by random lot, if any, Toro will limit its purchase in each case to the designated minimum number of shares.

      If you are an “odd lot” holder and you tender all of your shares, you cannot conditionally tender, since your shares will not be subject to proration.

      All tendered shares will be deemed unconditionally tendered unless the “Conditional Tender” box is checked and appropriately completed. When deciding whether to tender shares conditionally, we urge each stockholder to consult his or her own tax advisor.

      12.     Tax Identification Number and Backup Withholding. Under the federal income tax laws, the depositary will be required to withhold 28% of the amount of any payments made to certain stockholders pursuant to the tender offer. In order to avoid such backup withholding, each tendering stockholder that is a U.S. person (including a U.S. resident alien) must provide the depositary with such stockholder’s correct taxpayer identification number by completing the Substitute Form W-9 set forth below.

      In general, if a stockholder is an individual, the taxpayer identification number is the social security number of such individual. If the depositary is not provided with the correct taxpayer identification number, the stockholder may be subject to a $50 penalty imposed by the Internal Revenue Service and payments that are made to such stockholder pursuant to the tender offer may be subject to backup withholding. Certain stockholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order to satisfy the depositary that a foreign individual qualifies as an exempt recipient, such stockholder must submit an IRS Form W-8, signed under penalties of perjury, attesting to that individual’s exempt status. You can obtain such statements from the depositary.

      For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if shares are held in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

      Failure to complete the Substitute Form W-9 will not, by itself, cause shares to be deemed invalidly tendered, but may require the depositary to withhold 28% of the amount of any payments made pursuant to the tender offer. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, the taxpayer may obtain a refund, provided that the required information is furnished to the Internal Revenue Service.

      NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE TENDER OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

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      Unless Toro determines that a reduced rate of withholding is applicable pursuant to a tax treaty or that an exemption from withholding is applicable because gross proceeds paid pursuant to the tender offer are effectively connected with the conduct of a trade or business within the United States, Toro will be required to withhold federal income tax at a rate of 30% from such gross proceeds paid to a foreign stockholder or his agent. For this purpose, a foreign stockholder is any stockholder that is not (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States, (iii) a trust whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to make all substantial decisions, or (iv) an estate the income of which is subject to United States federal income taxation regardless of its source. A foreign stockholder may be eligible to file for a refund of such tax or a portion of such tax if such stockholder meets the “complete redemption,” “substantially disproportionate” or “not essentially equivalent to a dividend” tests described in the offer to purchase under the caption “The Tender Offer — 14. U.S. Federal Income Tax Consequences” or if such stockholder is entitled to a reduced rate of withholding pursuant to a treaty and Toro withheld at a higher rate.

      In order to obtain a reduced rate of withholding under a tax treaty, a foreign stockholder must deliver to the depositary, before the payment, a properly completed and executed statement claiming such an exemption or reduction. A stockholder can obtain such statements from the depositary. In order to claim an exemption from withholding on the grounds that gross proceeds paid pursuant to the tender offer are effectively connected with the conduct of a trade or business within the United States, a foreign stockholder must deliver to the depositary a properly executed statement claiming exemption. A stockholder can obtain such statements from the depositary. We urge foreign stockholders to consult their own tax advisors regarding the application of federal income tax withholding, including eligibility for a withholding tax reduction or exemption and the refund procedure.

      13.     Irregularities. Toro will determine in its sole discretion all questions as to the Purchase Price, the number of shares to accept, and the validity, eligibility (including time of receipt), and acceptance for payment of any tender of shares. Any such determinations will be final and binding on all parties. Toro reserves the absolute right to reject any or all tenders of shares it determines not be in proper form or the acceptance of which or payment for which may, in the opinion of Toro, be unlawful. Toro also reserves the absolute right to waive any of the conditions of the tender offer and any defect or irregularity in the tender of any particular shares, and Toro’s interpretation of the terms of the tender offer, including these instructions, will be final and binding on all parties. No tender of shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as Toro shall determine. None of Toro, the dealer manager (as defined in the offer to purchase), the depositary, the information agent (as defined in the offer to purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.

      14.     Questions; Requests for Assistance and Additional Copies. Please direct any questions or requests for assistance or for additional copies of the offer to purchase, the letter of transmittal or the notice of guaranteed delivery to the information agent at the telephone number and address set forth below. You may also contact the dealer manager or your broker, dealer, commercial bank or trust company for assistance concerning the tender offer.

      15.     Stock Option Plans. If you hold vested options in Toro’s stock option plans, then you may exercise such vested options by paying the cash exercise price and receiving shares which you may then tender in accordance with the terms of the tender offer.

      16.     Lost, Stolen, Destroyed or Mutilated Certificates. If any certificate representing any shares has been lost, stolen, destroyed or mutilated, you should notify Wells Fargo Bank, N.A. (“Wells Fargo”), the transfer agent for the shares, by calling (800) 468-9716 and asking for instructions on obtaining replacement certificate(s) at the address specified on the cover of this letter of transmittal. Wells Fargo will require you to complete an affidavit of loss and return it to Wells Fargo. You will then be instructed by Wells Fargo as to the steps you must take in order to replace the certificate. You may be required to post a bond to secure against the risk that the certificate may be subsequently recirculated.

      We cannot process this letter of transmittal and related documents until you have followed the procedures for replacing lost, stolen, destroyed or mutilated certificates. We urge you to contact the transfer agent, Wells Fargo,

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      Important: The depositary must receive this letter of transmittal (together with certificate(s) for shares or confirmation of book-entry transfer and all other required documents) or, if applicable, the notice of guaranteed delivery, before the expiration date.

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Please check the appropriate box indicating your status:  o Individual/Sole proprietor  o Corporation  o Partnership   o Other		o Exempt from backup withholding

PLEASE PROVIDE YOUR TIN ON THE APPROPRIATE LINE AT THE RIGHT. For most individuals, this is your social security number. If you do not have a number, see the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. If you are awaiting a TIN, write “Applied For” in this Part I, complete the “Certificate Of Awaiting Taxpayer Identification Number” below and see “IMPORTANT TAX INFORMATION.”		Social Security Number OR Employer Identification Number

	Under penalties of perjury, I certify that:

(1)    The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and

(2)    I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

(3)    I am a U.S. person (including a U.S. resident alien).

Certification Instructions — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.

The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Sign Here		Signature of U.S. person 4		Date 4

COMPLETE THE FOLLOWING CERTIFICATION IF YOU WROTE “APPLIED FOR”

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I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a TIN to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a TIN by the time of payment, 28% of all reportable payments made to me will be withheld.

Sign Here		Signature of U.S. person 4		Date 4

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

      Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer — Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.

				Give the name and
				social security
For this type of account:				number of —
1.		Individual		The individual
2.		Two or more individuals (joint account)		The actual owner of the account or, if combined funds, the first individual on the account(1)
3.		Custodian account of a minor (Uniform Gift to Minors Act)		The minor(2)
4.		a. The usual revocable savings trust (grantor is also trustee)		The grantor-trustee(1)
		b. So-called trust account that is not a legal or valid trust under state law		The actual owner(1)
5.		Sole proprietorship or single-owner LLC		The owner(3)

				Give the name and
For this type of account:				employer identification number of —
6.		Sole proprietorship or single-member LLC		The owner(3)
7.		A valid trust, estate, or pension trust		The legal entity(4)
8.		Corporate or LLC electing corporate status on Form 8832		The corporation
9.		Association, club, religious, charitable, educational, or other tax-exempt organization		The organization
10.		Partnership or multi-member LLC		The partnership
11.		A broker or registered nominee		The broker or nominee
12.		Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments		The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).
(4)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

	NOTE:	If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed.

 

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

Obtaining a Number

If you do not have a taxpayer identification number, apply for one immediately. To apply for a SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office. Get Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for a TIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1 (800) TAX-FORM, or from the IRS Web Site at www.irs.gov.

Payees Exempt From Backup Withholding

Payees specifically exempted from backup withholding include:

	1.	An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7) if the account satisfies the requirements of Section 401(f)(2).
	2.	The United States or any of its agencies or instrumentalities.
	3.	A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.
	4.	A foreign government or any of its political subdivisions, agencies or instrumentalities.
	5.	An international organization or any of its agencies or instrumentalities.

Payees that may be exempt from backup withholding include:

	6.	A corporation.
	7.	A foreign central bank of issue.
	8.	A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.
	9.	A futures commission merchant registered with the Commodity Futures Trading Commission.

10.	A real estate investment trust.
11.	An entity registered at all times during the tax year under the Investment Company Act of 1940.
12.	A common trust fund operated by a bank under Section 584(a).
13.	A financial institution.
14.	A middleman known in the investment community as a nominee or custodian.
15.	A trust exempt from tax under Section 664 or described in Section 4947.

The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed above, 1 through 15.

If the payment is for...		THEN the payment is exempt for...
Interest and dividend payments		All exempt recipients except for 9
Broker transactions		Exempt recipients 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker

Exempt payees should complete a substitute Form W-9 to avoid possible erroneous backup withholding. Furnish your taxpayer identification number, check the appropriate box for your status, check the “Exempt from backup withholding‘ box, sign and date the form and return it to the payer. Foreign payees who are not subject to backup withholding should complete an appropriate Form W-8 and return it to the payer.

Privacy Act Notice. Section 6109 requires you to provide your correct taxpayer identification number to payers who must file information returns with the IRS to report interest, dividends, and certain other income paid to you to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your return and may also provide this information to various government agencies for tax enforcement or litigation purposes and to cities, states, and the District of Columbia to carry out their tax laws, and may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal nontax criminal laws and to combat terrorism. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish Taxpayer Identification Number. If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with Respect to Withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

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     The letter of transmittal and certificates for shares and any other required documents should be sent or delivered by each tendering stockholder or its broker, dealer, commercial bank, trust company or other nominee to the depositary at one of its addresses set forth above.

      Any questions or requests for assistance or for additional copies of the offer to purchase, the letter of transmittal or the notice of guaranteed delivery may be directed to the information agent at the telephone number and address set forth below. You may also contact the dealer manager or your broker, dealer, commercial bank or trust company for assistance concerning the tender offer. To confirm delivery of your shares, please contact the depositary.

The information agent for the tender offer is:

Morrow & Co., Inc.

Morrow & Co., Inc.

The dealer manager for the tender offer is:

Banc of America Securities LLC

Banc of America Securities LLC

 

 

NOTICE OF GUARANTEED DELIVERY

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL

      As set forth in Section 3 of the offer to purchase, dated March 17, 2004, you should use this notice of guaranteed delivery (or a facsimile of it) to accept the tender offer (as defined herein) if:

	(a) your share certificates are not immediately available or you cannot deliver certificates representing shares of common stock, par value $1.00 per share (including the associated preferred stock purchase rights, and referred to herein as the “shares”) of The Toro Company, a Delaware corporation (“Toro”), prior to the “expiration date” (as defined in Section 1 of the offer to purchase); or
	(b) the procedure for book-entry transfer cannot be completed before the expiration date (as specified in Section 1 of the offer to purchase); or
	(c) time will not permit a properly completed and duly executed letter of transmittal and all other required documents to reach the depositary referred to below before the expiration date.

      You may deliver this notice of guaranteed delivery (or a facsimile of it), signed and properly completed, by hand, mail, overnight courier or facsimile transmission so that the depositary receives it before the expiration date. See Section 3 of the offer to purchase and Instruction 2 to the letter of transmittal.

The depositary for the tender offer is:

Wells Fargo Bank, N.A.

By registered mail:		By facsimile transmission:		By hand or overnight courier:
Wells Fargo Bank, N.A.		Wells Fargo Bank, N.A.		Wells Fargo Bank, N.A.
Shareowner Services		Shareowner Services		Shareowner Services
Corporate Actions Department		(651) 450-4110 (phone)		Corporate Actions Department
P.O. Box 64858		(651) 450-4252 (fax)		161 North Concord Exchange South
St. Paul, Minnesota 55164-0858				St. Paul, Minnesota 55075

      Delivery of this notice of guaranteed delivery to an address other than those shown above or transmission of instructions via the facsimile number other than the one listed above does not constitute a valid delivery. Deliveries to Toro, to the dealer manager of the tender offer or to the information agent of the tender offer will not be forwarded to the depositary and therefore will not constitute valid delivery. Deliveries to the book-entry transfer facility (as defined in the offer to purchase) will not constitute valid delivery to the depositary.

      You cannot use this notice of guaranteed delivery form to guarantee signatures. If a signature on the letter of transmittal is required to be guaranteed by an “eligible guarantor institution” (as defined in Section 3 of the offer to purchase) under the instructions thereto, such signature must appear in the applicable space provided in the signature box on the letter of transmittal.

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      The undersigned hereby tenders to Toro the number of shares indicated below, at the price per share indicated below, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the offer to purchase and the related letter of transmittal, which together (and as each may be amended and supplemented from time to time) constitute the tender offer, and the receipt of which is hereby acknowledged. This tender is being made pursuant to the guaranteed delivery procedure set forth in Section 3 of the offer to purchase. Unless the associated preferred stock purchase rights are redeemed prior to the expiration of the tender offer, a tender of any shares will also constitute a tender of the associated preferred stock purchase rights.

Number of Shares Being Tendered Hereby: ________________ Shares

CHECK ONE AND ONLY ONE BOX. IF YOU CHECK MORE THAN ONE BOX, OR IF YOU DO

SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER

      o The undersigned wants to maximize the chance of having Toro purchase all shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders shares and is willing to accept the purchase price determined by Toro pursuant to the tender offer (the “Purchase Price”). This action could result in receiving a price per share of as low as $56.50.

 — OR — 

SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER

      By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned hereby tenders shares at the price checked. This action could result in none of the shares being purchased if the Purchase Price is less than the price checked below. A stockholder who desires to tender shares at more than one price must complete a separate letter of transmittal for each price at which the stockholder tenders shares. You cannot tender the same shares at more than one price, unless you have previously validly withdrawn those shares at a different price in accordance with Section 4 of the offer to purchase.

Price (in Dollars) Per Share at Which Shares Are Being Tendered

o		$	56.50				o			$	57.50				o			$	58.50				o			$	59.50
o		$	56.75				o			$	57.75				o			$	58.75				o			$	59.75
o		$	57.00				o			$	58.00				o			$	59.00				o			$	60.00
o		$	57.25				o			$	58.25				o			$	59.25

You WILL NOT have validly tendered your shares

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ODD LOTS

      To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares.

      On the date hereof, the undersigned either (check one box):

	o	is the beneficial or record owner of an aggregate of fewer than 100 shares and is tendering all of those shares, OR
	o	is a broker, dealer, commercial bank, trust company or other nominee that (i) is tendering, for the beneficial owner(s) thereof, shares with respect to which it is the record holder, and (ii) believes, based upon representations made to it by such beneficial owner(s), that each such person was the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of such shares.

      In addition, the undersigned is tendering shares (check ONE box):

	o	at the Purchase Price, which will be determined by Toro in accordance with the terms of the tender offer (persons checking this box should check the first box on page 2 of this notice of guaranteed delivery, under the heading “Shares Tendered at Purchase Price Pursuant to the Tender Offer”); or
	o	at the price per share indicated under the heading, “Price (in Dollars) Per Share at Which Shares Are Being Tendered” on page 2 of this notice of guaranteed delivery.

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CONDITIONAL TENDER

      A tendering stockholder may condition such stockholder’s tender of any shares upon the purchase by Toro of a specified minimum number of the shares such stockholder tenders, as described in Section 6 of the offer to purchase. Unless Toro purchases at least the minimum number of shares you indicate below pursuant to the terms of the tender offer, Toro will not purchase any of the shares tendered below. It is the tendering stockholder’s responsibility to calculate that minimum number, and we urge each stockholder to consult his or her own tax advisor in doing so. Unless you check the box immediately below and specify, in the space provided, a minimum number of shares that Toro must purchase if Toro purchases any shares, Toro will deem your tender unconditional.

	o	The minimum number of shares that Toro must purchase if Toro purchases any shares, is: ________________ shares.

      If, because of proration, Toro will not purchase the minimum number of shares that you designate, Toro may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her shares. To certify that you are tendering all of the shares you own, check the box below.

	o	The tendered shares represent all shares held by the undersigned.

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STOCKHOLDERS COMPLETE AND SIGN BELOW

Please type or print
Certificate No.(s) (if available):		Signature(s) of Stockholder(s):
		Date:
		Date:
		Date:

Name(s) of Stockholders:		Area Code & Phone No.		Address(es) of Stockholders:

If shares will be tendered by book-entry transfer provide the following information:

Name of Tendering Institution:		Account No:

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GUARANTEE

      The undersigned, a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “Eligible Guarantor Institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each of the foregoing constituting an “Eligible Guarantor Institution”) guarantees the delivery of the shares tendered hereby to the depositary, in proper form for transfer, or a confirmation that the shares tendered hereby have been delivered under the procedure for book-entry transfer set forth in the offer to purchase into the depositary’s account at the book-entry transfer facility, together with a properly completed and duly executed letter of transmittal and any other required documents, all within three New York Stock Exchange trading days of the date hereof.

Name of Firm:		Name of Firm:
Authorized Signature:		Authorized Signature:
Name:		Name:
Title:		Title:
Address:		Address:
Zip Code:		Zip Code:
Area Code and Telephone Number:		Area Code and Telephone Number:
Dated:		Dated:

	, 2004			, 2004

DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY.

5

 

Offer to Purchase for Cash

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL

March 17, 2004

To Brokers, Dealers, Commercial Banks,

      The Toro Company, a Delaware corporation (“Toro”), has appointed us to act as the dealer manager in connection with its offer to purchase for cash up to 2,500,000 shares of its common stock, par value $1.00 per share (including the associated preferred stock purchase rights issued under the Rights Agreement, dated as of May 20, 1998, between Toro and Wells Fargo Bank, N.A., as Rights Agent, the “shares”), at a price not greater than $60.00 nor less than $56.50 per share, net to the seller in cash, without interest. The terms and conditions of the tender offer are set forth in Toro’s offer to purchase, dated March 17, 2004 and the letter of transmittal, which together (and as each may be amended and supplemented from time to time) constitute the tender offer. Unless the associated preferred stock purchase rights are redeemed prior to the expiration of the tender offer, a tender of shares will also constitute a tender of the associated preferred stock purchase rights.

      Toro will, upon the terms and subject to the conditions of the tender offer, determine a single per share price, not greater than $60.00 nor less than $56.50 per share (the “Purchase Price”), that it will pay for shares properly tendered and not properly withdrawn pursuant to the terms of the tender offer, taking into account the number of shares so tendered and the prices specified by tendering stockholders. Toro will select the lowest Purchase Price that will allow it to purchase 2,500,000 shares, or such fewer number of shares as are properly tendered and not properly withdrawn, at prices not greater than $60.00 nor less than $56.50 per share, under the tender offer. All shares properly tendered before the expiration date (as specified in Section 1 of the offer to purchase) at prices at or below the Purchase Price and not validly withdrawn will be purchased by Toro at the Purchase Price, net to the seller in cash, without interest, upon the terms and subject to the conditions of the tender offer, including the “odd lot,” proration and conditional tender provisions thereof. See Section 1 of the offer to purchase. Shares tendered at prices in excess of the Purchase Price and shares that Toro does not accept for purchase because of proration or conditional tenders will be returned at Toro’s expense to the stockholders that tendered such shares, as promptly as practicable after the expiration date. Toro expressly reserves the right, in its sole discretion, to purchase more than 2,500,000 shares under the tender offer, subject to applicable law.

      If, at the expiration date more than 2,500,000 shares (or such greater number of shares as Toro may elect to purchase, subject to applicable law) are properly tendered at or below the Purchase Price and not properly withdrawn, Toro will buy shares:

	•	first, from all holders of “odd lots” (holders of less than 100 shares) who properly tender all their shares at or below the Purchase Price and do not properly withdraw them before the expiration date;
	•	second, on a pro rata basis from all other stockholders who properly tender shares at or below the Purchase Price, other than stockholders who tender conditionally and whose conditions are not satisfied; and
	•	third, only if necessary to permit Toro to purchase 2,500,000 shares (or such greater number of shares as Toro may elect to purchase, subject to applicable law) from holders who have tendered shares subject to the condition that Toro purchase a specified minimum number of the holder’s shares if Toro purchases any of the holder’s

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		shares in the tender offer (for which the condition was not initially satisfied) at or below the Purchase Price by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares.

      The tender offer is not conditioned on any minimum number of shares being tendered. The tender offer is, however, subject to other conditions. See Section 7 of the offer to purchase.

      For your information and for forwarding to your clients for whom you hold shares registered in your name or in the name of your nominee, we are enclosing the following documents:

	1. Offer to Purchase, dated March 17, 2004;
	2. Letter to Clients, which you may send to your clients for whom you hold shares registered in your name or in the name of your nominee, with an Instruction Form provided for obtaining such clients’ instructions with regard to the tender offer;
	3. Letter to the stockholders of Toro, dated March 17, 2004, from the Chairman of the Board and Chief Executive Officer of Toro;
	4. Letter of Transmittal, for your use and for the information of your clients, together with accompanying instructions, Substitute Form W-9, and Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9;
	5. Notice of Guaranteed Delivery, to be used to accept the tender offer in the event that you are unable to deliver the share certificates, together with all other required documents, to the depositary before the expiration date, or if the procedure for book-entry transfer cannot be completed before the expiration date; and

      WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, APRIL 14, 2004, UNLESS TORO EXTENDS THE TENDER OFFER.

      No fees or commissions will be payable to brokers, dealers, commercial banks, trust companies or any person for soliciting tenders of shares under the tender offer other than fees paid to the dealer manager and the information agent and the trustee for certain Toro employee plans, as described in the offer to purchase. Toro will, however, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the enclosed materials to their customers who are beneficial owners of shares held by them as a nominee or in a fiduciary capacity. Toro will pay or cause to be paid any stock transfer taxes applicable to its purchase of shares pursuant to the tender offer, except as otherwise provided in the offer to purchase and letter of transmittal (see Instruction 9 of the letter of transmittal). No broker, dealer, bank, trust company or fiduciary shall be deemed to be either our agent or the agent of Toro, the depositary, or the information agent for purposes of the tender offer.

      For shares to be properly tendered pursuant to the tender offer, the depositary must timely receive (1) the share certificates or confirmation of receipt of such shares under the procedure for book-entry transfer, together with a properly completed and duly executed letter of transmittal, including any required signature guarantees or an “agent’s message” (as defined in the offer to purchase and the letter of transmittal) and any other documents required pursuant to the tender offer, or (2) the tendering stockholder must comply with the guaranteed delivery procedures, all in accordance with the instructions set forth in the offer to purchase and letter of transmittal.

      Stockholders (a) whose share certificates are not immediately available or who will be unable to deliver to the depositary the certificate(s) for the shares being tendered and all other required documents before the expiration date, or (b) who cannot complete the procedures for book-entry transfer before the expiration date, must tender their shares according to the procedure for guaranteed delivery set forth in Section 3 of the offer to purchase.

      Neither Toro nor its Board of Directors makes any recommendation to any stockholder as to whether to tender or refrain from tendering all or any shares or as to the price or prices at which to tender. Holders of shares must make their own decision as to whether to tender shares and, if so, how may shares to tender and at which prices.

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      Please address any inquiries you may have with respect to the tender offer to the dealer manager, Banc of America Securities LLC, or to the information agent, Morrow & Co., Inc., at their respective addresses and telephone numbers set forth on the back cover page of the offer to purchase.

      You may obtain additional copies of the enclosed material from Morrow & Co., Inc. by calling them at: (800) 654-2468.

      Capitalized terms used but not defined herein have the meanings assigned to them in the offer to purchase and the letter of transmittal.

	Very truly yours,
	Banc of America Securities LLC

Enclosures

      NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AN AGENT OF TORO, THE DEALER MANAGER, THE INFORMATION AGENT, THE TRUSTEE FOR ANY TORO EMPLOYEE PLAN, OR THE DEPOSITARY OR ANY AFFILIATE OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE TENDER OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

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Offer to Purchase for Cash

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL

March 17, 2004

To Our Clients:

      Enclosed for your consideration are the offer to purchase, dated March 17, 2004, and the letter of transmittal, in connection with the tender offer by The Toro Company, a Delaware corporation (“Toro”), to purchase up to 2,500,000 shares of its common stock, par value $1.00 per share (including the associated preferred stock purchase rights issued under the Rights Agreement, dated as of May 20, 1998, between Toro and Wells Fargo Bank, N.A., as Rights Agent, the “shares”). Pursuant to the offer to purchase and the letter of transmittal, which together (as each may be amended and supplemented from time to time) constitute the tender offer, Toro will purchase the shares at a price, specified by tendering stockholders, not greater than $60.00 nor less than $56.50 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the offer to purchase. Unless the associated preferred stock purchase rights are redeemed prior to the expiration of the tender offer, a tender of shares will also constitute a tender of the associated preferred stock purchase rights.

      Toro will, upon the terms and subject to the conditions of the tender offer, determine a single per share price, not greater than $60.00 nor less than $56.50 per share (the “Purchase Price”), that it will pay for shares properly tendered and not properly withdrawn pursuant to the terms of the tender offer, taking into account the number of shares so tendered and the prices specified by tendering stockholders. Toro will select the lowest Purchase Price that will allow it to purchase 2,500,000 shares, or such fewer number of shares as are properly tendered and not properly withdrawn, at prices not greater than $60.00 nor less than $56.50 per share, under the tender offer.

      All shares properly tendered before the expiration date (as specified in Section 1 of the offer to purchase) at prices at or below the Purchase Price and not properly withdrawn will be purchased by Toro at the Purchase Price, net to the seller in cash, without interest, upon the terms and subject to the conditions of the tender offer, including the “odd lot,” proration and conditional tender provisions thereof. All shares tendered at prices in excess of the Purchase Price and all shares that Toro does not accept for purchase because of proration or conditional tenders will be returned at Toro’s expense to the stockholders that tendered such shares as promptly as practicable after the expiration date. Toro expressly reserves the right, in its sole discretion, to purchase more than 2,500,000 shares under the tender offer, subject to applicable law.

      We are the owner of record of shares held for your account. As such, we are the only ones who can tender your shares, and then only pursuant to your instructions. We are sending you the letter of transmittal for your information only. You cannot use the letter of transmittal to tender shares we hold for your account. The letter of transmittal must be completed and executed by us, according to your instructions.

      Please instruct us as to whether you wish us to tender, on the terms and subject to the conditions of the tender offer, any or all of the shares we hold for your account, by completing and signing the Instruction Form enclosed herein.

      Please note carefully the following:

	1. You may tender shares at prices not greater than $60.00 nor less than $56.50 per share as indicated in the enclosed Instruction Form, net to you in cash, without interest.

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	2. You should consult with your broker and/or your tax advisor as to whether (and if so, in what manner) you should designate the priority in which you want your tendered shares to be purchased in the event of proration.
	3. The tender offer is not conditioned upon any minimum number of shares being tendered. The tender offer is, however, subject to certain other conditions set forth in Section 7 of the offer to purchase, which you should read carefully.
	4. The tender offer, the proration period and the withdrawal rights will expire at 5:00 p.m., New York City time, on Wednesday, April 14, 2004, unless Toro extends the tender offer.
	5. The tender offer is for 2,500,000 shares, constituting approximately 10.3% of the shares outstanding as of March 10, 2004.
	6. Tendering stockholders who are registered stockholders or who tender their shares directly to Wells Fargo Bank, N.A. will not be obligated to pay any brokerage commissions or fees, solicitation fees, or (except as set forth in the offer to purchase and Instruction 9 to the letter of transmittal) stock transfer taxes on Toro’s purchase of shares under the tender offer.
	7. If you (i) own beneficially or of record an aggregate of fewer than 100 shares, (ii) instruct us to tender on your behalf ALL of the shares you own at or below the Purchase Price before the expiration date and (iii) check the box captioned “Odd Lots” in the attached Instruction Form, then Toro, upon the terms and subject to the conditions of the tender offer, will accept all of your tendered shares for purchase regardless of any proration that may be applied to the purchase of other shares properly tendered but not meeting the above conditions.
	8. If you wish to condition your tender upon the purchase of all shares tendered or upon Toro’s purchase of a specified minimum number of the shares that you tender, you may elect to do so and thereby avoid (in full or in part) possible proration of your tender. Toro’s purchase of shares from all tenders which are so conditioned will be determined, to the extent necessary, by random lot. To elect such a condition complete the section captioned “Conditional Tender” in the attached Instruction Form.
	9. If you wish to tender portions of your shares at different prices, you must complete a SEPARATE Instruction Form for each price at which you wish to tender each such portion of your shares. We must and will submit separate letters of transmittal on your behalf for each price you will accept.
	10. The Board of Directors of Toro has approved the tender offer. However, neither Toro nor its Board of Directors makes any recommendation to stockholders as to whether to tender or refrain from tendering their shares for purchase, or as to the price or prices at which stockholders should choose to tender their shares. Stockholders must make their own decisions as to whether to tender their shares and, if so, how many shares to tender and the price or prices at which they should tender such shares. Toro’s directors and executive officers have advised Toro that they do not intend to tender any shares in the tender offer.

      If you wish to have us tender any or all of your shares, please instruct us to that effect by completing, executing, and returning to us the enclosed Instruction Form. A pre-addressed envelope is enclosed for your convenience. If you authorize us to tender your shares, we will tender all of the shares that we hold beneficially for your account unless you specify otherwise on the enclosed Instruction Form.

      Please forward your completed Instruction Form to us in a timely manner to give us ample time to permit us to submit the tender on your behalf before the expiration date of the tender offer. The tender offer, proration period and withdrawal rights will expire at 5:00 p.m., New York City time, on Wednesday, April 14, 2004, unless Toro extends the tender offer.

      As described in the offer to purchase, if more than 2,500,000 shares, or such greater number of shares as Toro may elect to purchase in accordance with applicable law, are properly tendered at or below the Purchase Price and not

2

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	1. First, Toro will purchase all shares properly tendered at or below the Purchase Price and not properly withdrawn before the expiration date by any “odd lot” holder who:

	(a) tenders ALL of the shares owned beneficially or of record by such odd lot holder at or below the Purchase Price before the expiration date (partial tenders will not qualify for this preference); AND
	(b) completes the section captioned “Odd Lots” on the letter of transmittal and, if applicable, on the notice of guaranteed delivery,

	without regard to any proration that would otherwise be applicable to such “odd lot” shares.

	2. Second, after Toro has purchased all properly tendered (and not validly withdrawn) “odd lot” shares, Toro will purchase all other shares properly tendered at or below the Purchase Price before the expiration date (and not properly withdrawn) on a pro rata basis if necessary, subject to the conditional tender provisions described in Section 6 of the offer to purchase, and with adjustments to avoid purchases of fractional shares, all as provided in the offer to purchase.
	3. Third, and only if necessary to permit Toro to purchase 2,500,000 shares (or such greater number of shares as Toro may elect to purchase subject to applicable law), Toro will purchase properly tendered shares from holders who have tendered shares conditionally (and for whom the condition was not initially satisfied) by random lot to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered (and for whom the condition was not initially satisfied) must have tendered all of their shares.

      The tender offer is being made solely under the offer to purchase and the letter of transmittal and is being made to all record holders of shares. The tender offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares residing in any jurisdiction in which the making of the tender offer or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

      YOUR PROMPT ACTION IS REQUESTED. PLEASE FORWARD YOUR COMPLETED INSTRUCTION FORM TO US IN AMPLE TIME TO PERMIT US TO SUBMIT THE TENDER ON YOUR BEHALF BEFORE THE EXPIRATION OF THE TENDER OFFER.

3

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Instruction Form with Respect to

The Toro Company

Offer to Purchase for Cash

      The undersigned acknowledge(s) receipt of your letter in connection with the tender offer by The Toro Company, a Delaware corporation (“Toro”), to purchase up to 2,500,000 shares of its common stock, par value $1.00 per share (including the associated preferred stock purchase rights issued under the Rights Agreement, dated as of May 20, 1998, between Toro and Wells Fargo Bank, N.A., as Rights Agent, and referred to herein as the “shares”), at a price specified by the undersigned and not greater than $60.00 nor less than $56.50 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the enclosed offer to purchase, dated March 17, 2004 and the letter of transmittal, which together (as each maybe amended and supplemented from time to time) constitute the tender offer. Unless the associated preferred stock purchase rights are redeemed prior to the expiration of the offer, a tender of shares will also constitute a tender of the associated preferred stock purchase rights.

      The undersigned understands that Toro will, upon the terms and subject to the conditions of the tender offer, (i) determine a single per share price not greater than $60.00 nor less than $56.50 per share (the “Purchase Price”) and (ii) purchase the shares properly tendered and not properly withdrawn under the tender offer, taking into account the number of shares so tendered and the prices specified by tendering stockholders. Toro will select the lowest Purchase Price that will allow it to purchase 2,500,000 shares, or such lesser number of shares as are properly tendered and not properly withdrawn, at prices not greater than $60.00 nor less than $56.50 per share under the tender offer. Toro will purchase all shares properly tendered at prices at or below the Purchase Price and not properly withdrawn at the Purchase Price, net to the seller in cash, without interest, upon the terms and subject to the conditions of the tender offer, including the odd lot, proration and conditional tender provisions described in the offer to purchase. All other shares, including shares tendered at prices in excess of the Purchase Price and shares that Toro does not accept for purchase because of proration or conditional tenders will be returned at Toro’s expense to the stockholders that tendered such shares as promptly as practicable.

      The undersigned hereby instruct(s) you to tender to Toro the number of shares indicated below or, if no number is indicated, all shares you hold for the account of the undersigned, at the price per share indicated below, in accordance with the terms and subject to the conditions of the tender offer.

NUMBER OF SHARES TO BE TENDERED BY YOU FOR THE ACCOUNT OF THE

* Unless you indicate otherwise, we will assume that you are instructing us to tender all of the shares held by us for your account.

4

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CHECK ONE AND ONLY ONE BOX. IF YOU CHECK MORE THAN ONE BOX, OR IF YOU DO NOT CHECK ANY BOX, YOU WILL HAVE FAILED TO VALIDLY TENDER ANY SHARES.

SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER

o          The undersigned wants to maximize the chance of having Toro purchase all shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders shares and is willing to accept the purchase price determined by Toro pursuant to the tender offer (the “Purchase Price”). This action could result in receiving a price per share of as low as $56.50.

— OR —

SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER

By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned hereby tenders shares at the price checked. This action could result in none of the shares being purchased if the Purchase Price is less than the price checked below. A stockholder who desires to tender shares at more than one price must complete a separate letter of transmittal for each price at which the stockholder tenders shares. You cannot tender the same shares at more than one price, unless you have previously validly withdrawn those shares at a different price in accordance with Section 4 of the offer to purchase.

Price (in Dollars) Per Share at Which Shares Are Being Tendered

o		$56.50		o		$57.50		o		$58.50		o		$59.50
o		$56.75		o		$57.75		o		$58.75		o		$59.75
o		$57.00		o		$58.00		o		$59.00		o		$60.00
o		$57.25		o		$58.25		o		$59.25

You WILL NOT have validly tendered your shares

5

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ODD LOTS

      To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares.

o		By checking this box, the undersigned represents that the undersigned owns beneficially or of record an aggregate of fewer than 100 shares and is instructing the holder to tender all such shares.
		In addition, the undersigned is tendering shares either (check ONE box):
o		at the Purchase Price, which will be determined by Toro in accordance with the terms of the tender offer (persons checking this box should check the first box on the previous page, under the heading “Shares Tendered at Price Determined Pursuant to the Tender Offer”); OR
o		at the price per share indicated on the previous page under “Price (in Dollars) Per Share at Which Shares Are Being Tendered.”

CONDITIONAL TENDER

A tendering stockholder may condition such stockholder’s tender of any shares upon the purchase by Toro of a specified minimum number of the shares such stockholder tenders, as described in Section 6 of the offer to purchase. Unless Toro purchases at least the minimum number of shares you indicate below pursuant to the terms of the tender offer, Toro will not purchase any of the shares tendered below. It is the tendering stockholder’s responsibility to calculate that minimum number, and we urge each stockholder to consult his or her own tax advisor in doing so. Unless you check the box immediately below and specify, in the space provided, a minimum number of shares that Toro must purchase if Toro purchases any shares, Toro will deem your tender unconditional.

o		The minimum number of shares that Toro must purchase if Toro purchases any shares, is:            shares.

If, because of proration, Toro will not purchase the minimum number of shares that you designate, Toro may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her shares. To certify that you are tendering all of the shares you own, check the box below.

o		The tendered shares represent all shares held by the undersigned.

THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, WE RECOMMEND REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED. IN ALL CASES, PLEASE ALLOW SUFFICIENT TIME TO ASSURE DELIVERY.

— PLEASE SIGN ON THE NEXT PAGE —

6

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SIGNATURE

Please Print

____________________________________________________________________________________________________

____________________________________________________________________________________________________

Names(s): ___________________________________________________________________________________________

____________________________________________________________________________________________________

____________________________________________________________________________________________________

Taxpayer Identification or Social Security Number:  ______________________________________________

Address(es): _________________________________________________________________________________________

____________________________________________________________________________________________________

____________________________________________________________________________________________________

Area Code & Phone Number(s): __________________________________________________________________________

____________________________________________________________________________________________________

____________________________________________________________________________________________________

Date: _______________________________________________________________________________________________

7

 

LETTER TO PARTICIPANTS IN

March 17, 2004

RE: Offer to Purchase Common Stock of The Toro Company

TO:	Participants in The Toro Company Investment, Savings and Employee Stock Ownership Plan, The Toro Company Profit-Sharing Plan for Plymouth Union Employees and The Hahn Equipment Co. Savings Plan for Union Employees

Dear Participant:

A.     THE TENDER OFFER

      We are enclosing materials being sent to stockholders of The Toro Company (“Toro”) in connection with its recently announced offer to purchase up to 2,500,000 shares of Toro’s common stock, par value $1.00 per share, together with the associated preferred stock purchase rights issued under the Rights Agreement, dated as of May 20, 1998, between Toro and Wells Fargo Bank, N.A., as the Rights Agent (such shares, together with such rights, herein referred to as the “shares”), at a price not greater than $60.00 nor less than $56.50 per share, net to the seller in cash, without interest. The terms and conditions of this offer are set forth in Toro’s offer to purchase, dated March 17, 2004, and in the letter of transmittal, which together (and as each might be amended or supplemented from time to time) constitute the tender offer.

      Toro will, upon the terms and subject to the conditions of the tender offer, determine a single per share price (the “Purchase Price”), not greater than $60.00 nor less than $56.50 per share, that it will pay for the shares properly tendered pursuant to the tender offer and not properly withdrawn, taking into account the number of shares so tendered and the prices specified by tendering stockholders. Toro will select the lowest purchase price that will allow it to purchase 2,500,000 shares, or, if a lesser number of shares is properly tendered, such lesser number as is properly tendered and not properly withdrawn. Toro also expressly reserves the right, in its sole discretion, to purchase additional shares, subject to applicable legal requirements. All stockholders whose shares Toro purchases will receive the same purchase price for each share that Toro purchases in the tender offer.

      As described in the offer to purchase, if more than 2,500,000 shares, or such greater number of shares as Toro may elect to purchase in accordance with applicable law, are properly tendered at or below the Purchase Price and not properly withdrawn before the expiration date, then Toro will accept shares for purchase at the Purchase Price in the following order of priority:

	1. First, Toro will purchase all shares properly tendered at or below the Purchase Price and not properly withdrawn before the expiration date by any “odd lot holder” who:

	a. tenders ALL of the shares owned beneficially or of record by such odd lot holder at or below the Purchase Price before the expiration date (partial tenders will not qualify for this preference); AND
	b. completes the section captioned “Odd Lots” on the letter of transmittal and, if applicable, on the notice of guaranteed delivery,

      without regard to any proration that would otherwise be applicable to such “odd lot” shares.

2. Second, after Toro has purchased all properly tendered (and not properly withdrawn) “odd lot” shares, Toro will purchase all other shares properly tendered (and not properly withdrawn) at or below the Purchase Price before the expiration date on a pro rata basis if necessary, subject to the conditional tender provisions described in Section 6 of the offer to purchase, and with adjustments to avoid purchases of fractional shares, all as provided in the offer to purchase.

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3. Third, and only if necessary to permit Toro to purchase 2,500,000 shares (or such greater number of shares as Toro may elect to purchase subject to applicable law), Toro will purchase properly tendered shares from holders who have tendered shares conditionally (and for whom the condition was not initially satisfied) by random lot to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered (and for whom the condition was not initially satisfied) must have tendered all of their shares.

B.     YOUR RIGHTS PURSUANT TO

      We have enclosed a brief description of the tender offer and questions and answers (“Q&A”) describing how the process works in the context of The Toro Company Investment, Savings and Employee Stock Ownership Plan, The Toro Company Profit-Sharing Plan for Plymouth Union Employees and The Hahn Equipment Co. Savings Plan for Union Employees. In this letter and the accompanying documents, we refer to the Plan to which you belong (whether it be The Toro Company Investment, Savings and Employee Stock Ownership Plan, The Toro Company Profit-Sharing Plan for Plymouth Union Employees or The Hahn Equipment Co. Savings Plan for Union Employees) as your “Plan,” and to the three plans collectively, as the “Plans.” The assets of each of the Plans are held in separate Trust Funds. Putnam Fiduciary Trust Company is currently the Trustee for all three Trust Funds and is referred to in this letter as the “Trustee.” Finally, we refer to the amount of each participant’s beneficial interest in the Trust Fund holding the assets of that participant’s Plan as such participant’s “Plan account.”

      Our records indicate that you are a participant in The Toro Company Investment, Savings and Employee Stock Ownership Plan, The Toro Company Profit-Sharing Plan for Plymouth Union Employees, or The Hahn Equipment Co. Savings Plan for Union Employees. According to our records, pursuant to your participation in one of the Plans, shares are allocated to the account held for your benefit in such Plan (your “Plan account”). Accordingly, pursuant to the tender offer described in Part A of this letter, you may elect to direct the Trustee to tender (i.e., offer to sell) some or all of the shares (excluding fractional shares) currently allocated to your Plan account (which are referred to in this letter and in the accompanying election form and Q&A as your “Plan shares”), by following the procedures described in the documents enclosed with this letter. In order to instruct the Trustee to tender any of your Plan shares, you must fill out the enclosed yellow election form, which requires you to indicate the percentage of your Plan shares that you are choosing to tender, and the minimum price you are willing to accept for such shares. In addition, if you want to maximize the chances of Toro purchasing your Plan shares, instead of electing a specific price, you may simply check the box indicating that you are tendering your Plan shares at the purchase price that Toro determines pursuant to the terms of the tender offer (which is referred to in this letter and the accompanying documents as the “Purchase Price”), whatever that price might be within the range of $56.50 to $60.00 per share.

      PLEASE NOTE THAT, ALTHOUGH THE DEADLINE FOR THE TRUSTEE TO TENDER YOUR SHARES IS WEDNESDAY, APRIL 14, 2004, TO ALLOW THE TRUSTEE SUFFICIENT TIME TO PROCESS YOUR INSTRUCTIONS, YOU MUST SEND YOUR ELECTION FORM TO THE TRUSTEE FOR RECEIPT BY 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, APRIL 9, 2004. You also may direct the Trustee to withdraw any tender you have previously directed it to make pursuant to the tender offer, as long as you do so prior to 5:00 P.M., New York City time, on Friday, April 9, 2004. If the tender offer is extended, then you must ensure that the Trustee receives any withdrawal requests or election forms that you send by 5:00 p.m., New York City time, on the date that is three (3) New York Stock Exchange trading days before the new expiration date.

      The election form calls for you to specify a percentage of your Plan shares that you are instructing the Trustee to tender. You may obtain information about the number of shares allocated to your Plan account by calling the Trustee at (800) 216-4719. You may tender some or all of the shares held in your Plan account (excluding fractional shares).

      Before making a decision, you should read carefully the enclosed offer to purchase, letter of transmittal, Q&A and the yellow election form. IF YOU FAIL TO COMPLETE, SIGN OR TIMELY TRANSMIT THE YELLOW ELECTION FORM SO THAT THE TRUSTEE RECEIVES IT BY 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, APRIL 9, 2004, YOU WILL BE DEEMED TO HAVE INSTRUCTED THE TRUSTEE NOT TO OFFER ANY OF YOUR PLAN SHARES FOR SALE UNDER THE TENDER OFFER.

2

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      The tender offer is not conditioned upon any minimum number of shares being tendered. The tender offer is, however, subject to other conditions. See Section 7 of the offer to purchase for a description of these conditions.

      NEITHER TORO NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY PARTICIPANT IN ANY OF THE PLANS AS TO WHETHER TO INSTRUCT THE TRUSTEE TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF THE SHARES IN SUCH PARTICIPANT’S PLAN ACCOUNT, OR AS TO THE PRICE OR PRICES AT WHICH ANY SUCH PARTICIPANT MIGHT WISH TO INSTRUCT THE TRUSTEE TO TENDER HIS OR HER SHARES. PARTICIPANTS IN THE PLANS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER. THE DIRECTORS AND EXECUTIVE OFFICERS OF TORO HAVE ADVISED TORO THAT THEY DO NOT INTEND TO TENDER ANY SHARES IN THE TENDER OFFER. THE TRUSTEE WILL TREAT CONFIDENTIALLY YOUR DECISION WHETHER OR NOT TO TENDER YOUR PLAN SHARES.

      If you direct the Trustee to tender any shares, the Trustee will allocate the purchase price that Toro pays for such shares (the “tender proceeds”) to the Toro RetirementReady Balanced Portfolio (the “Default Fund”) for your benefit and on your behalf. Beginning on the first business day following the Trustee’s receipt of the tender proceeds, you will be able to move such tender proceeds at your own discretion to other investment funds of your choosing within your Plan.

      The tender offer is being made solely under the offer to purchase and the letter of transmittal. The tender offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares residing in any jurisdiction in which the making of the tender offer or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions whose laws require that the tender offer be made by a licensed broker or dealer, the tender offer shall be deemed to be made on behalf of Toro by Banc of America Securities LLC, the dealer manager for the tender offer, or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

      IF YOU ARE ELECTING TO TENDER SHARES FROM YOUR PLAN ACCOUNT, YOUR PROMPT ACTION IS REQUESTED. THE TRUSTEE MUST RECEIVE THE ENCLOSED YELLOW ELECTION FORM BY 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, APRIL 9, 2004 (unless the tender offer is extended). Please transmit your election form to the Trustee at Putnam Place, P.O. Box 9740, Providence, Rhode Island 02490-9740. PLEASE USE THE ENCLOSED PRE-ADDRESSED REPLY ENVELOPE TO RETURN YOUR COMPLETED ELECTION FORM, OR FAX YOUR COMPLETED ELECTION FORM TO (800) 250-8417. In an emergency, you may also overnight your election form to the Trustee at the above address. Do not call your benefits administrator to communicate your decision regarding the tender offer. You may only respond by completing and transmitting the enclosed election form TO THE TRUSTEE. Do not mail your completed election form to your benefits administrator.

      You must complete and sign the enclosed yellow election form. IF YOU DO NOT SIGN THE FORM, YOUR DIRECTIONS WILL NOT BE ACCEPTED AND THE ELECTION FORM, AS WELL AS YOUR DIRECTIONS, WILL BE VOID. IN THAT EVENT, YOU WILL BE DEEMED TO HAVE CHOSEN NOT TO TENDER ANY PLAN SHARES.

      IF YOU DO NOT WISH TO TENDER ANY OF YOUR PLAN SHARES, SIMPLY TAKE NO ACTION. If the Trustee does not receive any direction, you will be deemed to have instructed the Trustee not to tender any of your Plan shares, and such shares will remain in your Plan account.

      YOUR DECISION WHETHER OR NOT TO TENDER THE SHARES WILL BE KEPT CONFIDENTIAL.

	Sincerely,
	THE TORO COMPANY
	Administrator of The Toro Company Investment, Savings and Employee Stock Ownership Plan, The Toro Company Profit-Sharing Plan for Plymouth Union Employees and The Hahn Equipment Co. Savings Plan for Union Employees.

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ELECTION FORM

by

The Toro Company

RETURN THIS ELECTION FORM FOR SHARES IN

NOTE: Before completing this election form, you should read carefully the attached Letter from the Administrator of The Toro Company Investment, Savings and Employee Stock Ownership Plan, The Toro Company Profit-Sharing Plan for Plymouth Union Employees and The Hahn Equipment Co. Savings Plan for Union Employees.

	I am a participant in one of the above-referenced Plans and, as such, I have received a copy of the offer to purchase, dated March 17, 2004 and the letter of transmittal (each as amended or supplemented from time to time) in connection with the tender offer by The Toro Company, a Delaware corporation (“Toro”), to purchase up to 2,500,000 outstanding shares of its common stock, par value $1.00 per share (including the associated preferred stock purchase rights issued under the Rights Agreement, dated as of May 20, 1998, between Toro and Wells Fargo Bank, N.A., as Rights Agent, the “shares”) at a price not greater than $60.00 nor less than $56.50 per share, net to the seller in cash, without interest.
	I wish to direct you to tender the shares in my Plan account as indicated below:

TENDER INSTRUCTIONS

Odd Lots

o

By checking this box, I represent that I own beneficially or of record (including shares held beneficially or of record in a Plan or otherwise) an AGGREGATE of fewer than 100 shares, and I am instructing the Trustee to tender all shares held for my benefit in my Plan account. My indication as to whether I wish to tender my shares at the price determined by Toro under the tender offer or at the price or prices I specify is indicated below.

	CHECK EXACTLY ONE BOX BELOW. IF YOU CHECK MORE THAN ONE BOX, OR IF YOU DO NOT CHECK ANY BOX, YOU WILL HAVE FAILED TO VALIDLY TENDER ANY SHARES.

Shares Tendered at Price Determined Pursuant to the Tender Offer

o

By checking this box, I represent that I want to maximize the chance of having Toro purchase shares that I am tendering (subject to the possibility of proration). Accordingly, by checking this box INSTEAD OF ONE OF THE PRICE BOXES ON PAGE 2, I hereby instruct the Trustee to tender           % of the shares allocated to my Plan account (please enter the applicable percentage — not to exceed 100%) and I am willing to accept the purchase price determined by Toro pursuant to the tender offer. This action could result in my receiving a price per share as low as $56.50.

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-OR-

Shares Tendered at Price Determined by Stockholder

By checking ONE of the boxes below INSTEAD OF THE BOX ON PAGE 1 captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer,” I hereby instruct the Trustee to tender at the price checked                     % of the shares allocated to my Plan account (please enter the applicable percentage — not to exceed 100%). I understand that this action could result in none of my Plan shares tendered using this election form being purchased, if the actual purchase price for the shares determined by Toro pursuant to the terms of the tender offer is less than the price that I have checked. If the purchase price for the shares is equal to or greater than the price that I have checked below, then Toro will purchase my Plan shares, subject to any applicable proration, at the purchase price so determined. I UNDERSTAND THAT IF I WANT TO TENDER DIFFERENT PORTIONS OF SHARES HELD IN MY PLAN ACCOUNT AT DIFFERENT PRICES, I MUST COMPLETE A SEPARATE YELLOW ELECTION FORM FOR EACH PRICE AT WHICH I WISH TO TENDER A PORTION OF MY PLAN SHARES.

o		$	56.50			o		$	57.50			o		$	58.50			o		$	59.50
o		$	56.75			o		$	57.75			o		$	58.75			o		$	59.75
o		$	57.00			o		$	58.00			o		$	59.00			o		$	60.00
o		$	57.25			o		$	58.25			o		$	59.25

      I have read and understand the offer to purchase and letter of transmittal and the letter from the administrator of the Plans; and I agree to be bound by the terms of the tender offer. I hereby direct the Trustee to tender these shares on my behalf and to direct the proceeds from the sale of these shares into the Toro RetirementReady Balanced Portfolio (the “Default Fund”) for my benefit and on my behalf. I understand that, beginning on the first business day following the Trustee’s receipt of the tender proceeds, I will be able to move such tender proceeds at my own discretion from the Default Fund to other investment funds of my choosing within my Plan. I understand and declare that if the tender of my shares is accepted, the payment for the tendered shares will be full and adequate compensation, in my judgment, for such shares.

DATE		SIGNATURE OF PARTICIPANT
SOCIAL SECURITY NUMBER
		PLEASE PRINT NAME, ADDRESS AND TELEPHONE NUMBER HERE

NOTE: YOU MUST COMPLETE AND SIGN THIS ELECTION FORM IF YOU WANT TO TENDER ANY TORO SHARES HELD FOR YOUR BENEFIT IN THE TORO COMPANY INVESTMENT, SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN, THE TORO COMPANY PROFIT-SHARING PLAN FOR PLYMOUTH UNION EMPLOYEES OR THE HAHN EQUIPMENT CO. SAVINGS PLAN FOR UNION EMPLOYEES. IF YOU DO NOT SIGN THIS FORM, THE DIRECTIONS INDICATED WILL NOT BE ACCEPTED AND YOU WILL FAIL TO HAVE TENDERED ANY OF THE TORO SHARES HELD FOR YOUR BENEFIT IN THE PLANS.

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PLEASE RETURN THIS ELECTION FORM TO THE TRUSTEE, PUTNAM FIDUCIARY COMPANY, AT PUTNAM PLACE, P.O. BOX 9740, PROVIDENCE, RHODE ISLAND 02940-9740. A PRE-ADDRESSED REPLY ENVELOPE IS PROVIDED WITH YOUR TENDER MATERIALS. THE TRUSTEE MUST RECEIVE YOUR ELECTION FORM BY 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, APRIL 9, 2004. IN AN EMERGENCY, YOU MAY OVERNIGHT YOUR ELECTION FORM TO THE TRUSTEE AT THE SAME ADDRESS OR FAX YOUR ELECTION FORM TO: (800) 250-8417. DO NOT SEND THIS FORM TO YOUR PLAN ADMINISTRATOR.

YOUR DECISION WHETHER OR NOT TO HAVE YOUR PLAN SHARES TENDERED WILL BE KEPT CONFIDENTIAL.

IMPORTANT:

BY SIGNING THIS FORM OF ELECTION AND SUBMITTING IT TO THE TRUSTEE, YOU ARE AGREEING TO ALL OF THE TERMS OF THIS FORM OF ELECTION AND TO THE FOLLOWING STATEMENTS:

	1) You are the Plan participant or beneficiary whose account is described in this election form and accompanying letter from the administrator of the Plans to the participants in the Plans.
	2) As explained in the accompanying letter to participants in the Plans, this election form is being sent to you in connection with a tender offer by The Toro Company to purchase up to 2,500,000 shares of its common stock, par value $1.00 per share, including the associated preferred stock purchase rights (such shares, together with such rights, herein referred to as the “shares”). The terms of the tender offer are set forth in the offer to purchase, dated March 17, 2004, and the letter of transmittal. You understand that:

	a. The tender offer is for 2,500,000 shares, constituting approximately 10.3% of the publicly held shares of Toro’s common stock.
	b. Tendering participants will not be obligated to pay any brokerage commissions or fees, or solicitation fees, to Toro or to the dealer manager, depositary or information agent of the tender offer.
	c. Tendering participants will not be obligated to pay any stock transfer taxes on Toro’s purchase of their shares, except as set forth in the offer to purchase and the letter of transmittal (see Instruction 9 to the letter of transmittal).
	d. IF YOU WISH TO TENDER PORTIONS OF YOUR PLAN SHARES AT DIFFERENT PRICES, YOU MUST COMPLETE A SEPARATE ELECTION FORM FOR EACH PRICE AT WHICH YOU WISH TO TENDER EACH SUCH PORTION OF YOUR SHARES.
	e. If you are an “odd lot” holder, and you instruct the Trustee to tender on your behalf all of your shares (as described in Item 1 in the attached Q&A) at or below the purchase price determined by Toro before the expiration of the tender offer, then, provided that you check the box captioned “Odd Lots” in this election form, Toro will accept, on the terms and subject to the conditions of the tender offer, all of your “odd lot” shares for purchase, notwithstanding any proration that might otherwise be applicable to such shares.
	f. Neither Toro nor any member of its Board of Directors, nor the dealer manager, the information agent, the Trustee or any other fiduciary of the Plan makes any recommendation to you as to whether you should instruct the Trustee to tender your shares and if so, at what purchase price or prices, if any, you should instruct the Trustee to tender your shares. YOU MUST MAKE YOUR OWN DECISION AS TO (A) WHETHER TO INSTRUCT THE TRUSTEE TO TENDER YOUR SHARES AND IF SO, HOW MANY SHARES TO TENDER AND (B) WHETHER YOU WISH TO SPECIFY A PURCHASE PRICE OR PURCHASE PRICES FOR THE SHARES YOU WISH TO TENDER AND IF SO, WHAT THAT PURCHASE PRICE OR THOSE PURCHASE PRICES SHOULD BE. As discussed in Section 11 of the offer to purchase, Toro’s Directors and Executive Officers have indicated that they do not intend to tender any of their own shares in this tender offer.

	3) You must ensure receipt of this election form by the Trustee no later than 5:00 p.m., New York City Time, on Friday, April 9, 2004, unless the tender offer is extended. If the tender offer is extended, you must ensure receipt

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	of this election form by the Trustee NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON THE DATE THAT IS THREE (3) NEW YORK STOCK EXCHANGE TRADING DAYS BEFORE THE RESCHEDULED EXPIRATION DATE. A pre-addressed envelope is enclosed for your convenience.
	4) The method of delivery of this election form is entirely your choice and at your own risk. This election form will be validly delivered only when actually received by the Trustee. If delivery is by mail, we recommend registered mail with return receipt. In all cases, you should allow ample time to ensure timely delivery.
	5) You understand that the Trustee has the sole authority under the Plans to make the election described herein. However, under the terms of the Plans, each participant or beneficiary, including you, is designated a “named fiduciary” for purposes of making a decision as to whether to offer the shares allocated to your account under the Plan for sale in accordance with the terms of the tender offer. You understand that, because you are designated a “named fiduciary” for tender offer purposes under your Plan, the Trustee is required to follow your validly delivered election instructions, provided they are in accordance with the terms of the Plan in question and are not contrary to the fiduciary standards of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Fiduciaries under ERISA (including persons designated “named fiduciaries”) are required to act prudently, solely in the interests of the Plan participants and beneficiaries, and for the exclusive purpose of providing benefits to Plan participants and beneficiaries. As a “named fiduciary” you are entitled to instruct the Trustee whether to tender all or a portion of the shares allocated to your account under your Plan as of the expiration date of the tender offer. BY SIGNING, DATING AND RETURNING THIS ELECTION FORM YOU ACCEPT THIS DESIGNATION UNDER YOUR PLAN AS A “NAMED FIDUCIARY” AND UNDERSTAND THAT YOU SHOULD EXERCISE YOUR ELECTION RIGHTS IN A PRUDENT MANNER.
	6) By checking the appropriate box, you are instructing the Trustee to cause all or a portion of the shares allocated to your Plan account to be offered for sale, as and at the price(s) indicated, in the tender offer.
	7) All instructions received by the Trustee to tender the shares allocated to your Plan account will be held in strict confidence and will not be disclosed to any person associated with Toro, including employees, officers and directors of Toro, except and only to the extent required by law.
	8) By signing, dating and returning this election form, you acknowledge receipt of the offer to purchase, dated March 17, 2004 and the letter of transmittal. If you need additional copies of the offer to purchase and/or the letter of transmittal, you may obtain them by calling Morrow & Co., Inc., at 1-800-607-0088.
	9) You understand that all authority conferred or agreed to be conferred in this election form will be binding on your successors, assigns, heirs, executors, administrators and legal representatives.
	10) You may revoke any election to tender shares until 5:00 p.m., New York City time, on Friday, April 9, 2004, unless Toro extends the tender offer (in which case you may revoke the election until 5:00 p.m. New York City time, on the date that is three (3) New York Stock Exchange trading days before the rescheduled expiration date). You may make a new election by submitting to the Trustee a later dated election form before the expiration of the election period. See Q&A, Items 11 and 12.
	11) To revoke an election, you must submit a later dated written notice of revocation to the Trustee by 5:00 p.m. New York City time, on Friday, April 9, 2004, unless Toro extends the offer. The notice of revocation must:

	a. specify the name of the participant or beneficiary who has made the election that is being revoked and the name of such participant’s or beneficiary’s Plan; and
	b. be signed by the participant or beneficiary in the same manner as the original signature on the election form by which the election that is being revoked was made.

	12) If Toro has not accepted for purchase the shares in your Plan account that you tendered using this election form, you may withdraw your shares after 12:00 midnight, New York City time, on Tuesday, May 11, 2004.

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March 17, 2004

To Our Stockholders:

     As described in the enclosed materials, The Toro Company is offering to purchase up to 2,500,000 shares of its common stock, or such lesser number of shares as are properly tendered.

     The price paid by Toro will not be greater than $60.00 nor less than $56.50 per share, net to the seller in cash, without interest. Toro is conducting the offer through a procedure commonly referred to as a “Dutch auction” tender. This procedure allows you to select the price within the $56.50 to $60.00 price range at which you are willing to sell your shares to Toro. Alternatively, this procedure allows you to sell all or a portion of your shares to Toro at the purchase price to be determined by Toro in accordance with the terms of the tender offer. Choosing the latter alternative could result in your receipt of a price per share as low as $56.50. All shares that Toro purchases under the tender offer will be purchased at the same price. A tender of shares will include a tender of the associated preferred stock purchase rights. Toro will not pay any separate consideration for the preferred stock purchase rights. You may tender all or only a portion of your shares upon the terms and subject to the conditions of the tender offer, including the odd lot, proration and conditional tender provisions.

     Based upon the number of shares tendered and the prices specified by the tendering stockholders, Toro will determine the lowest single price (the “Purchase Price”) within the $56.50 to $60.00 range that will allow it to buy 2,500,000 shares, or such fewer number of shares as are properly tendered. Toro will pay tendering stockholders the Purchase Price in cash, for all of the shares that are properly tendered at or below the Purchase Price, subject to possible proration and the provisions relating to the tender of odd lots and conditional tenders described in the enclosed offer to purchase. Any stockholder whose shares are properly tendered directly to Wells Fargo Bank, N.A., the depositary in the tender offer, and thereafter purchased by Toro pursuant to the tender offer, will receive the net aggregate Purchase Price in cash, without interest, as promptly as practicable after the expiration of the tender offer, thus avoiding the usual transaction costs associated with open market sales. If you hold shares through a broker or bank, you should consult your broker or bank to determine whether any transaction costs apply. Stockholders that own fewer than 100 shares should note that the tender offer represents an opportunity for them to sell their shares without reduction for any odd lot discounts. Tendered shares that Toro does not purchase will be returned to the tendering stockholder as promptly as practicable.

     If you do not wish to participate in the tender offer, you do not need to take any action.

     We explain the terms and conditions of the tender offer in detail in the enclosed offer to purchase and the related letter of transmittal. I encourage you to read these materials carefully before making any decision with respect to the tender offer. If you want to tender your shares, we explain the necessary steps in detail in the enclosed materials.

     The Board of Directors of Toro has approved the tender offer. However, neither Toro nor its Board of Directors makes any recommendation to you as to whether you should tender or refrain from tendering your shares or as to the price or prices at which you may choose to tender your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender and the price or prices at which you wish to tender your shares. The directors and executive officers of Toro have advised Toro that they do not intend to tender any shares in the tender offer.

     The tender offer will expire at 5:00 p.m., New York City time, on Wednesday, April 14, 2004, unless Toro extends the tender offer. If you have any questions regarding the tender offer or need assistance in tendering your shares, please contact Morrow & Co., Inc., the information agent for the tender offer, at (800) 607-0088, or Banc of America Securities LLC, the dealer manager for the tender offer, at (212) 583-8564 (call collect) or (888) 583-8900, extension 8564.

	Sincerely,
	Kendrick B. Melrose
	Chairman of the Board and Chief Executive Officer

 

QUESTIONS AND ANSWERS WITH RESPECT TO TENDER RIGHTS OF PARTICIPANTS IN

DESCRIPTION OF THE TENDER OFFER

1.	What is the tender offer?

      On March 17, 2004, Toro offered to purchase up to 2,500,000 shares of its common stock and the associated preferred stock purchase rights at a price not greater than $60.00 nor less than $56.50 per share (the “tender offer”). This tender offer will be open from Wednesday, March 17, 2004 until it expires at 5:00 p.m., New York City time, on Wednesday, April 14, 2004, unless Toro extends the tender offer.

      Participants in The Toro Company Investment, Savings and Employee Stock Ownership Plan, The Toro Company Profit-Sharing Plan for Plymouth Union Employees and The Hahn Equipment Co. Savings Plan for Union Employees (each such plan being referred to hereafter as such participant’s “Plan,” and all three plans collectively referred to as the “Plans”) who beneficially own shares of Toro common stock in their Plan accounts (such shares are referred to in this Q&A as “Plan shares”) may tender (i.e., offer to sell) their Plan shares under this tender offer by (i) so indicating on the enclosed yellow election form and (ii) returning the form to Putnam Fiduciary Trust Company, which serves as the Trustee of the trusts for the Plans (and is referred to in this Q&A as the “Trustee”), at Putnam Place, P.O. Box 9740, Providence, Rhode Island 02940-9740. A PRE-ADDRESSED ENVELOPE IS INCLUDED AMONG THESE MATERIALS FOR THIS PURPOSE. YOU SHOULD MAIL, OR OTHERWISE TRANSMIT, YOUR COMPLETED YELLOW ELECTION FORM TO THE TRUSTEE IN AMPLE TIME TO ENSURE THAT THE TRUSTEE RECEIVES IT NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, APRIL 9, 2004. IN AN EMERGENCY, YOU MAY ALSO OVERNIGHT YOUR ELECTION FORM TO THE TRUSTEE AT THE ABOVE ADDRESS, OR FAX YOUR ELECTION FORM TO THE TRUSTEE AT (800) 250-8417.

      Toro will, upon the terms and subject to the conditions of the tender offer, determine a single per share price, not greater than $60.00 nor less than $56.50 per share, that it will pay for shares properly tendered pursuant to the tender offer and not properly withdrawn, taking into account the number of shares tendered and the prices specified by tendering stockholders. Toro will select the lowest purchase price that will allow it to purchase 2,500,000 shares or, if a lesser number of shares are properly tendered, such lesser number as are properly tendered and not properly withdrawn. Toro also reserves the right, in its sole discretion, to purchase additional shares, subject to applicable legal requirements. All stockholders whose shares Toro purchases in the tender offer will receive the same purchase price per share.

      If the number of shares tendered at or below the purchase price selected by Toro exceeds the total number of shares that Toro accepts for purchase, Toro will generally accept all shares tendered at or below the purchase price on a pro rata basis. Subject to adjustment to avoid the purchase of fractional shares and subject to the provisions governing conditional tenders described in Section 6 of the offer to purchase, proration for each stockholder that tenders shares will be based on the ratio of the total number of shares that Toro accepts for purchase (excluding “odd lots”) to the total number of shares properly tendered (and not properly withdrawn) at or below the purchase price by all stockholders (other than “odd lot” holders). For example, if the number of shares tendered (excluding “odd lot” shares) at or below the purchase price exceeds the number of shares (excluding “odd lot” shares) that Toro accepts for purchase by one hundred percent, the proration percentage will equal 50%, i.e., the ratio of the total number of shares (excluding “odd lots”) accepted for purchase, e.g., 2,000,000, divided by the total number of shares (excluding “odd lots”) properly tendered (and not properly withdrawn) at or below the purchase price, e.g., 4,000,000. Thus, if you properly tendered 1,000 shares at or below the purchase price, Toro would purchase 500 shares at the final purchase price.

      One group of stockholders is not subject to proration. If the total number of all shares (including those held under a Plan or otherwise) owned beneficially or of record by a stockholder is less than 100 (i.e., if you are an “odd lot” holder) and you properly tender all of your shares at or below the purchase price and select the “odd lot” tender option, then the proration percentage will not be applied to you, and Toro will, instead, buy all of your tendered shares. To take advantage of this preference and avoid proration, you MUST check the first box on the yellow election form.

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      The terms and conditions of the tender offer are fully described in the offer to purchase and the letter of transmittal provided to you as part of this mailing. PLEASE READ THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CAREFULLY.

2.	What are my rights under the tender offer?

      Our records indicate that Plan shares are allocated to your account under one of the Plans. You may tender some or all of these shares. Because all of these Plan shares are held in trust for your benefit, they are registered in the name of Putnam Fiduciary Trust Company, the current Trustee of the trusts for each of the Plans (the “Trustee”). Consequently, the Trustee will actually tender your Plan shares by completing the required letter of transmittal, but only in accordance with your instructions.

      YOU MUST DIRECT THE TRUSTEE IF YOU WANT TO TENDER YOUR PLAN SHARES AND, IF YOU DIRECT THE TRUSTEE TO TENDER YOUR PLAN SHARES YOU MUST INDICATE AT WHICH PRICE OR PRICES YOU WANT THE TRUSTEE TO TENDER THEM. THE TRUSTEE WILL TENDER YOUR PLAN SHARES ONLY IF SPECIFICALLY INSTRUCTED. IF YOU DO NOT RESPOND USING THE ENCLOSED ELECTION FORM (OR A SIGNED FACSIMILE THEREOF), YOU WILL BE DEEMED TO HAVE INSTRUCTED THE TRUSTEE NOT TO TENDER ANY OF YOUR SHARES UNDER THE TENDER OFFER, AND YOUR PLAN SHARES WILL REMAIN IN YOUR PLAN ACCOUNT.

3.	Which documents did I receive in the tender offer materials and what is the purpose of each document?

      You received the following materials in this mailing:

	(a)	Letter from Toro’s Chairman and CEO. This letter informs you that Toro is making the tender offer.

	(b)	Offer to Purchase, dated March 17, 2004. This document (the white, bound document in your package), together with the letter of transmittal (which is described in paragraph (c) below), describes all of the terms and conditions of the tender offer. PLEASE READ THESE DOCUMENTS CAREFULLY.

	(c)	Letter of Transmittal. This document (blue document) is part of the tender offer and therefore is being provided to you. However, it must be filled out by the Trustee, NOT BY YOU. DO NOT USE THE LETTER OF TRANSMITTAL TO TENDER ANY PLAN SHARES OR SHARES HELD IN YOUR NAME UNDER YOUR PLAN. If you hold shares outside of The Toro Company Investment, Savings and Employee Stock Ownership Plan, The Toro Company Profit-Sharing Plan for Plymouth Union Employees or The Hahn Equipment Co. Savings Plan for Union Employees, as the case may be, including any shares you acquired pursuant to Toro’s Dividend Reinvestment Plan, then you may need to use the blue letter of transmittal to tender those shares. The letter of transmittal contains instructions on how to complete and sign it in order to properly tender those shares.

	(d)	Letter from the Administrator of the Plans.

	(e)	Election Form (yellow form). YOU MUST COMPLETE, SIGN AND MAIL, OR OTHERWISE TRANSMIT, THIS DOCUMENT TO THE TRUSTEE IN THE ENCLOSED PRE-ADDRESSED ENVELOPE IF YOU WISH TO DIRECT THE TRUSTEE TO TENDER SOME OR ALL OF YOUR PLAN SHARES. IF YOU FAIL TO COMPLETE, SIGN OR TIMELY MAIL THE YELLOW ELECTION FORM SO THAT THE TRUSTEE RECEIVES IT BY 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, APRIL 9, 2004, YOU WILL BE DEEMED TO HAVE INSTRUCTED THE TRUSTEE NOT TO OFFER ANY OF YOUR PLAN SHARES FOR SALE UNDER THE TENDER OFFER. YOU MUST USE THE YELLOW ELECTION FORM IF YOU WISH TO DIRECT A TENDER OF YOUR PLAN SHARES.

	(f)	Reply Envelope. A pre-addressed envelope is provided for your convenience. If you decide to tender some or all of your Plan shares, you may use this envelope to mail the completed election form to the Trustee, which will forward the information regarding your election to the Trustee. You should mail or otherwise transmit the election form in ample time to ensure that the Trustee receives it by 5:00 P.M., New York City time, on Friday, April 9, 2004 unless the tender offer is extended.

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4.	How do I direct the Plan Trustee?

      The only way that you can instruct the Trustee to tender your Plan shares is by completing the yellow election form as described, signing it and returning it to the Trustee. The address you should use to return the yellow election form is Putnam Place, P.O. Box 9740, Providence, Rhode Island 02940-9740. This address is already printed for your convenience on the return envelope. In an emergency, you may also overnight your election form to the Trustee at the same address, or fax your completed yellow election form to: (800) 250-8417.

      THE TRUSTEE MUST RECEIVE THE YELLOW TENDER INSTRUCTION FORM BEFORE 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, APRIL 9, 2004 (UNLESS THE TENDER OFFER IS EXTENDED). YOU MUST SIGN AND COMPLETE THE FORM FOR YOUR TENDER INSTRUCTION TO BE VALID.

      TO PROPERLY DIRECT THE TRUSTEE TO TENDER PLAN SHARES ON YOUR BEHALF YOU MUST:

	(a)	Instructions. Read carefully and follow exactly the instructions in (i) the Letter from the administrator of the Plans and (ii) the yellow election form. These documents will tell you how to direct the Trustee regarding your Plan shares.

	(b)	Election Form. Complete the enclosed yellow election form.

	(c)	Shares. Designate on the yellow election form the percentage of your Plan shares you wish to be tendered. You may obtain information about the number of shares allocated to your account by calling the Trustee at (800) 216-4719.

	(d)	Price. Designate on the yellow election form the price or prices at which you are willing to tender your Plan shares. In the alternative, you may maximize the chance of Toro purchasing the Plan shares you tender by electing to accept whatever price Toro determines as the tender offer purchase price pursuant to the tender offer terms and conditions (the “Purchase Price”). Please note that the latter action may result in you receiving a price as low as $56.50 per share.

	(e)	Signature. You must SIGN the yellow election form to complete your instruction. Unless you sign the election form, your direction cannot be honored and the election form will be ineffective even if it is properly filled out and received by the Trustee in a timely manner.

	(f)	Mailing. We have enclosed a pre-addressed return envelope with your tender materials. You may use this envelope to return your completed yellow election form if you wish to have the Trustee tender your Plan shares.

      Please be precise in providing your instruction and please act PROMPTLY.

      IF YOU DO NOT WISH TO TENDER ANY PLAN SHARES, TAKE NO ACTION.

5.	How do I send instructions to the Trustee?

      Please return your instructions PROMPTLY, recognizing the slow delivery time inherent in the U.S. mail today. You may mail your yellow election form to the Trustee in the pre-addressed reply envelope that has been provided for this purpose. In an emergency, you may overnight your completed election form to: Putnam Place, P.O. Box 9740, Providence, Rhode Island 02940-9740, or you may fax it to the Trustee at (800) 250-8417. DO NOT DELIVER YOUR INSTRUCTIONS TO YOUR HUMAN RESOURCES DEPARTMENT OR TO YOUR BENEFITS ADMINISTRATOR.

6.	Must I provide directions to the Trustee?

      You must respond IF you wish the Trustee to tender any of your Plan shares. IF YOU DO NOT WISH TO TENDER ANY OF YOUR PLAN SHARES, DO NOTHING. If you do nothing, you will be deemed to have instructed the Trustee not to tender any of the Plan shares held for your benefit.

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7.	How many Plan shares may I tender and how do I learn the number of Plan shares held for my benefit in the Plan?

      You may tender all Plan shares allocated to your Plan account as of the expiration date of the tender offer, currently scheduled to occur on Wednesday, April 14, 2004 (unless it is extended). You may obtain information about the number of Plan shares allocated to your Plan account by calling the Trustee at (800) 216-4719, or by visiting the Plan’s website at www.ibenefitcenter.com. The number of shares listed as held in your Plan account is updated on a real time basis.

8.	Why must I direct the tender of the shares allocated to my Plan account by percentage, rather than designating a set number of shares?

      A percentage designation allows the Trustee to take into account transactions involving Plan shares that might be effected after you complete and send your election form to the Trustee, such as additional contributions, exchanges or distributions of shares. The percentage designation allows the Trustee to tender your shares based on the actual number of shares in your Plan account as of the date of such tender.

9.	What if I have shares in my Plan account AND hold shares outside of my Plan?

      If you have shares in one of the Plans and also own other shares (either in your possession or held by a bank or brokerage firm, or otherwise) outside of your Plan, you will receive two or more sets of tender offer materials. You should be careful to follow the different instructions that apply for tendering each kind of shares.

10.	Who will know whether I tendered my Plan shares?

      Your directions to the Trustee will be kept CONFIDENTIAL by the Trustee. No Toro employee, officer or director will learn of your election unless such disclosure is required by law.

11.	Can I change my mind and direct the Trustee to withdraw Plan shares that I previously directed the Trustee to tender?

      Yes, but only if you perform ALL of the following steps:

	(a)	You must send a signed NOTICE OF WITHDRAWAL to the Trustee.

	(b)	The notice of withdrawal must be in writing. You may fax your notice of withdrawal to the Trustee at (800) 250-8417.

	(c)	The notice of withdrawal must set forth your name, social security number and the percentage of Plan shares that you wish to withdraw from the tender offer, and it must state that you are directing the Trustee to withdraw Plan shares that you previously directed the Trustee to tender on your behalf.

	(d)	The Trustee must receive the notice of withdrawal before 5:00 p.m., New York City time, on Friday, April 9, 2004 (or, if the tender offer is extended, no later than 5:00 p.m., New York City time, on the date that is three (3) New York Stock Exchange trading days before the rescheduled expiration date). If we have not accepted for payment the Plan shares you have instructed the Trustee to tender to us, you may also withdraw your shares after 12:00 Midnight, New York City time, on Tuesday, May 11, 2004.

12.	Can I direct the Trustee to re-tender my Plan shares?

      Yes. If, after directing the Trustee to withdraw your previously tendered Plan shares, you wish to direct the Trustee to re-tender the same Plan shares (or any portion thereof), you must complete another yellow election form and return it to the Trustee by 5:00 p.m., New York City time, on Friday, April 9, 2004 (unless the offer is extended, in which case the deadline for receipt of your election form will be extended until 5:00 p.m. on the date that is three (3) New York Stock Exchange trading days before the new expiration date). You may request additional copies of the yellow election form by calling the Trustee at (800) 216-4719, or by faxing your request to (800) 250-8417.

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13.	Will I still be entitled to receive the forthcoming dividend on the shares that I tender?

      Yes. Shares that are sold to Toro pursuant to the tender offer will be entitled to receive the second quarter dividend.

14.	Will Toro purchase all Plan shares that I direct the Trustee to tender?

      The answer to this question depends on the total number of shares properly tendered (and not properly withdrawn) by all tendering stockholders at or below the purchase price, and the price or prices at which you direct the Trustee to tender your shares. If you tender your Plan shares at a price above the purchase price determined by Toro pursuant to the tender offer terms and conditions, Toro will not purchase your Plan shares. If you tender your Plan shares at or below the purchase price or you elect to tender your Plan shares at whatever purchase price Toro determines pursuant to the tender offer terms and conditions, then Toro will purchase your Plan shares subject to the proration provisions of the tender offer. See Q&A #1 for a description of how the proration process works. See also Section 1 of the offer to purchase for a description of the “odd lot” preference.

      Plan shares held in your Plan account that are tendered but not purchased by Toro will remain in your Plan account as if nothing had happened, subject to the rules and provisions governing the Plan.

15.	What if I have questions about the tender offer?

      Please contact Morrow & Co., Inc. the information agent for the tender offer, at (800) 607-0088 (toll free) with any questions about the terms and conditions of the tender offer or how to tender your Plan shares.

16.	How will I know if Toro has purchased my Plan shares?

      The purchase will be reflected in your Plan account as an exchange of the tendered shares, with the tender proceeds going into the Toro RetirementReady Balanced Portfolio. You will receive a confirmation statement in the mail 5 to 7 days after this exchange takes place in your Plan account. The statement you receive will set forth the number of Plan shares purchased in the tender offer, the price you received for those shares, and the market value of those shares.

OPERATION OF THE PLAN DURING THE TENDER OFFER

17.	What happens to contributions of shares to my Plan account that are made after March 17, 2004?

      Contributions of shares made to your Plan account during the tender offer period (including any contributions made to your ESOP Toro Common Stock Account and any contributions made to your Matching Contributions Account, respectively) will be allocated as usual, in accordance with the sources of the contributions and, where applicable, your investment elections in effect at the time of your contribution.

      No transactions involving your Plan shares will take place on the day that Plan shares are deemed withdrawn from your Plan account for purposes of complying with your election to instruct the Trustee to tender Plan shares. If you have directed the Trustee to tender any shares, the Trustee will allocate the purchase price that Toro pays for the shares (the “tender proceeds”) to the Toro RetirementReady Balanced Portfolio (the “Default Fund”) for your benefit and on your behalf. Beginning on the first business day following the Trustee’s receipt of the tender proceeds, you will be able to move such tender proceeds at your own discretion to other investment funds of your choosing available in your Plan.

18.	What happens if I request a distribution, withdrawal or reallocation following the announcement of the tender offer but before the tender offer expires?

      Distributions and withdrawals from the Plan and transfers into or out of the your Plan account will be processed in accordance with normal procedures. As indicated above, no transactions involving your Plan shares will take place on the day that Plan shares are deemed withdrawn from your Plan account for purposes of complying with your election to instruct the Trustee to tender Plan shares. These transactions will be processed beginning on the first business day following such deemed withdrawal. Shares will be deemed withdrawn from your account on the date that the Trustee receives payment from Toro for Plan shares that Toro accepts for purchase.

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      UNDER THE TERMS OF THE PLAN, SECTION 16 INSIDERS WHO TENDER SHARES WILL NOT BE PERMITTED TO MAKE AN ELECTION TO UTILIZE ANY AMOUNTS FROM OTHER INVESTMENT FUNDS IN THE PLAN TO PURCHASE TORO SHARES FOR SIX MONTHS AFTER THE EXPIRATION DATE OF THE TENDER OFFER. HOWEVER, NEW CONTRIBUTIONS MAY BE INVESTED IN TORO SHARES DURING THIS SIX MONTH PERIOD. THE DIRECTORS AND EXECUTIVE OFFICERS OF TORO HAVE ADVISED TORO THAT THEY DO NOT INTEND TO TENDER ANY SHARES IN THE TENDER OFFER. THE TRUSTEE WILL TREAT CONFIDENTIALLY YOUR DECISION WHETHER OR NOT TO TENDER THESE SHARES.

19.	Will I be taxed on any proceeds received in 2004 from the shares that I tender from my Plan account?

      No. Because tender offer proceeds received from Plan shares will be received by and held in your Plan, they will not be subject to current income taxes.

REINVESTMENT OF TENDER OFFER PROCEEDS

20.	How will the Plan invest the proceeds received from the Plan shares that are tendered?

      If you have directed the Trustee to tender any Plan shares held by the Trustee for your benefit, the Trustee will allocate the purchase price that Toro pays for such shares (the “tender proceeds”) to the Toro RetirementReady Balanced Portfolio (the “Default Fund”) for your benefit and on your behalf. Beginning on the first business day following the expiration date of the tender offer, you will be able to move such tender proceeds at your own discretion to other investment funds of your choosing within the Plan.

CERTAIN TAX INFORMATION

      Participants in each of the Plans should be aware that the reinvestment of the cash proceeds received in the tender offer may, in certain circumstances, result in certain tax consequences to those participants who, as part of the ultimate distributions of their accounts, would receive shares.

      Special tax rules apply to certain distributions from a Plan that consist, in whole or in part, of shares. Generally, taxation of net unrealized appreciation (“NUA”), an amount equal to the excess of the value of such shares at distribution over the cost or other basis of such shares (limited, in the case of distributions that do not qualify for lump sum treatment, to shares deemed purchased by nondeductible employee contributions) will be deferred until the shares are sold following distribution. Moreover, if shares are disposed of prior to a distribution, as would be the case in the tender offer, and the proceeds of such disposition are reinvested within 90 days thereafter in the Plan shares, the cost or other basis of such newly acquired Plan shares for NUA purposes will generally be the cost or other basis of the tendered Plan shares.

      Accordingly, if the cash proceeds receivable upon the tender of Plan shares are not reinvested in Plan shares within 90 days, the opportunity to retain for NUA purposes the cost or other basis of the Plan shares tendered, and the tax-deferral treatment of the NUA calculated in reference to such basis, will be lost.

      The foregoing is only a brief summary of complicated provisions of the Internal Revenue Code. We strongly urge you to consult with your tax advisor regarding the issues described above.

6

 

 

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Exhibit (d)(11)

Toro Australia Pty. Limited
General Employee Stock Plan

May 2000

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Contents

	1.			The Purpose			1
	2.			Definitions			1
	3.			Exceptions from Eligibility			2
	4.			Participation			2
	5.			Issuance of Common Stock			2
	6.			Ranking of Common Stock			3
	7.			Restrictions on Transfer			3
	8.			Withdrawal from Plan			3
	9.			Amendment			4
	10.			Powers of the Board			4
	11.			Term of the Plan			5
	12.			Contracts of Employment and Other Employment Rights			5
	13.			Plan Costs			5
	14.			Governing Law			5

 

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Toro Australia Pty. Limited
General Employee Stock Plan

1.		The Purpose
		The purpose of the Toro Australia Pty. Limited General Employee Stock Plan (the “Plan”) is to provide employees of Toro Australia Pty. Limited ACN 001 310 443 (the “Employer”) with an opportunity to acquire an ownership interest in The Toro Company (the “Company”) through the purchase of shares of Common Stock, par value $1.00 per share, of the Company (the “Common Stock”), and thus develop a stronger incentive to work for the continued success of the Employer and the Company.
2.		Definitions
2.1.		When used in the Plan, the following terms have the meanings indicated unless a different meaning is plainly required by the context:
		Application Form means the form to be completed by an Eligible Employee to become a Participant in the Plan.
		Base Remuneration means a Participant’s base salary and any part of a Participant’s remuneration as the Board may determine from time to time.
		Board means the Managing Director and the Human Resources Manager of the Employer and the Director, Compensation & Benefits and the Director, Human Resources of the Company or such other individuals as may be designated by the Company from time to time.
		Eligible Employee means a full-time or permanent part-time employee of the Employer who has completed three months of continuous service with the Employer as the Board determines at its discretion or such other person as the Board determines at its discretion.
		Participant means an Eligible Employee who meets the requirements for participation in the Plan and has completed an Application Form and who is accepted by the Board for participation.
		Relevant Value means the amount of a Participant’s Base Remuneration that, as a result of participation in the Plan is not to be paid to the Participant. The Relevant Value must not be less than AU $250 nor more than AU $1,000 or such other amounts as determined by the Board in accordance with applicable law.

 

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3.		Exceptions from Eligibility
3.1.		The Board may determine at any time that any Eligible Employee shall not participate in the Plan if the Eligible Employee is a participant in any other share, stock or option plan operated by the Employer or the Company or if the Eligible Employee’s participation would be unlawful.
3.2.		If a Participant withdraws from the Plan in accordance with rule 8, the former Participant shall not participate in the Plan until a new invitation is made under rule 4.1.
3.3.		If a Participant’s employment with Employer terminates, the Participant shall cease to be an Eligible Employee or Participant in the Plan, and the cash value of the portion of the Relevant Value credited to the Participant’s account shall be paid to the former Participant by cheque within three weeks after termination of employment. For the removal of doubt, the former Participant will not be entitled to receive shares of Common Stock on or after termination of employment.
4.		Participation
4.1.		Subject to the terms and conditions of the Plan, the Board may, in its absolute discretion, invite an Eligible Employee to participate in the Plan by completing an Application Form.
4.2.		The Application Form shall include a request by the Eligible Employee to the Board to reduce all or part of the Eligible Employee’s Base Remuneration in equal monthly installments totaling the Relevant Value during the one year period specified in the form.
4.3.		The Board shall be entitled to accept or reject a Participant’s request under rule 4.2 in its absolute discretion.
4.4.		A Participant may not amend the Application Form after the applicable one year period has commenced, except with the consent of the Board.
4.5.		By completing and returning the Application Form, a Participant agrees to be bound by the terms and conditions of the Plan.
5.		Issuance of Common Stock
5.1.		If a Participant has not withdrawn from the Plan under rule 8 or terminated employment as governed by rule 3.3, on the fifth business day of December of the one year period specified in a Participant’s Application Form and the fifth business day of June following such one year period, one-half of the Relevant Value shall be converted to shares of Common Stock for the Participant. The number of shares to be issued shall be determined by dividing one-half of the Relevant Value by the 4 p.m. New York time

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		closing price of one share of Common Stock as reported by the New York Stock Exchange for each such business day.
5.2.		The Company shall issue stock certificates for the shares acquired pursuant to rule 5.1 and shall send the certificates to the Human Resources Manager in Australia for delivery to Participants as soon as practicable following the conversion dates.
5.3.		Certificates shall be issued for whole shares only (rounding down) and cash for any fractional share shall be returned to a Participant in the next payroll cheque or by separate cheque.
5.4.		Shares of Common Stock may be treasury shares, newly-issued shares or shares purchased in the open market.
6.		Ranking of Common Stock
		Common Stock issued under the Plan shall rank equally with all other Common Stock of the Company.
7.		Restrictions on Transfer
7.1.		Shares of Common Stock issued under rule 5.2 may not be sold or otherwise transferred for three years after the date of issuance.
7.2.		Stock certificates issued under rule 5.2 will have a legend prohibiting sale or other transfer of Common Stock for three years after the date of issuance. The Company may request its transfer agent to apply a stock transfer order with respect to any stock certificate issued in connection with the Plan, and do all things necessary or desirable for the purpose of preventing a breach of rule 7.1.
7.3.		If at the end of the Plan or the final three year restrictive period a Participant holds less than 100 shares of Common Stock, and the Participant wishes to sell the shares to the Company, the Company will (so long as not prohibited by law) purchase the shares from the Participant at the 4 p.m. New York closing price of the Common Stock as reported by the New York Stock Exchange for the last trading day of May in the applicable year.
8.		Withdrawal from Plan
		A Participant may withdraw in cash the portion of the Relevant Value credited to his or her account under the Plan at any time by giving written notice to the Employer’s Human Resources Manager. The amount credited to a Participant’s account will be paid as soon as possible after receipt of notice of withdrawal and no further reduction will be made in respect of the former Participant’s Base Remuneration. If a Participant

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		elects to withdraw under this rule, no shares of Common Stock shall be issued under rule 5.1.
9.		Amendment
9.1.		Subject to rules 9.2 and 9.3, the Company may at any time amend all or any of the provisions of the Plan, including this rule 9.1.
9.2.		No amendment of the Plan shall reduce the rights of any Participant with respect to Common Stock that has been issued but remains subject to the restrictions on transfer in rule 7, other than an amendment introduced primarily:

	(a)		for the purpose of complying with or conforming to present or future State, Territory or Commonwealth legislation governing or regulating the maintenance or operation of the Plan or like plans;
	(b)		to correct any manifest error or mistake;
	(c)		to enable contributions or other amounts paid by the Employer with respect to the Plan to qualify as income tax deductions;
	(d)		to reduce the amount of fringe benefits tax under the Fringe Benefits Tax Assessment Act 1986 or the amount of tax under the Income Tax Assessment Act 1936 (or those laws as amended, re-enacted, replaced or superseded) or the amount of any other tax or impost that may otherwise be payable in relation to the Plan;
	(e)		for the purpose of enabling the Participants generally (but not necessarily each employee) to receive a more favorable taxation treatment with respect to participation in the Plan; or
	(f)		to enable compliance with the laws or regulations of the Australian Securities and Investment Commission or securities laws or regulations of the United States of America or rules of the New York Stock Exchange.

9.3.		Subject to the above provisions of this rule 9, any amendment made pursuant to rule 9.1 may be retrospective as specified in the written instrument amending the Plan.
10.		Powers of the Board
10.1.		The Plan shall be managed by the Board which shall have power to:

	(a)		determine appropriate procedures for the administration of the Plan consistent with Plan rules;
	(b)		resolve conclusively all questions of fact or interpretation arising in connection with the Plan; and

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(c)

exercise discretion expressly conferred on it by these rules or which may otherwise be required in relation to the Plan.

10.2.		Any power or discretion under these rules may be exercised in the interests or for the benefit of the Employer and the Company, and the Board is not, in the exercise of such a power or discretion, under any fiduciary or other obligation to any other person.
10.3.		The Plan may at any time be suspended or terminated by the Company or the Board in their sole discretion. In the event of a suspension or termination, these rules shall continue to operate with respect to any Common Stock issued or transferred under the Plan prior to such a suspension or termination.
11.		Term of the Plan
		The Plan shall continue in effect for three years, with three one-year invitation periods. The first period commences on June 1, 2000 and ends on May 31, 2001; the second period commences on June 1, 2001 and ends on May 31, 2002; and the third period commences on June 1, 2002 and ends on May 31, 2003. The Company may extend the term of the Plan at its discretion.
12.		Contracts of Employment and Other Employment Rights
12.1.		It is a condition of these rules that no compensation under any employment contract will arise as a result of operation, modification or termination of the Plan.
12.2.		The value of Common Stock acquired shall not increase a Participant’s income for the purpose of calculating any other employee benefits.
12.3.		Participation in the Plan shall not confer on any Participant any right to future employment.
13.		Plan Costs
		A Participant will not be liable for any costs associated with the implementation or administration of the Plan.
14.		Governing Law
		The laws of South Australia govern the Plan, except that the laws of the United States of America shall govern with respect to the authorization, issuance, offer and sale of the Common Stock.

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and is not a member of a unit of Employees of that Employer which is covered by Local 1633 of the International Union, United Automobile Aerospace and Agricultural Implement Workers of America at the Employer’s Evansville, Indiana, the Employee shall not be eligible to become a Covered Employee.

     (2)  If an Employee is in a unit of Employees of a Participating Employer covered by a collective bargaining agreement which does not provide that Employees in the unit shall be covered by the Plan and if there is evidence that retirement benefits were the subject of good faith bargaining between the representatives of such unit and such Employer, the Employee shall not be eligible to become a Covered Employee.

     (3)  A leased employee described in Section 14.4 of the Plan shall not be eligible to become a Covered Employee.

     Section 3.2.  Admittance as Covered Employee and Participant.

     (a)  Each Employee of a Participating Employer who immediately before January 1, 2000, was a Participant in the Plan shall be a Participant as of that date. In addition, each such Employee who on said date is not excluded from eligibility under Section 3.1(b) shall be a Covered Employee on said date. Also, if an Employee meets such requirements, except that the Employee is excluded from eligibility under
Section 3.1(b), the Employee shall become a Covered Employee as of the first day on which the Employee performs an Hour of Service for a Participating Employer and is not excluded from eligibility under Section 3.1(b) (this shall not be earlier than the Entry Date on which the Employee would have become a Covered Employee but for such exclusion).

     (b)  On and after January 1, 2000, each Employee who first meets the requirements of Section 3.1 shall automatically become a Covered Employee and a Participant on the payday for the first full payroll period after the Employee meets those requirements. However, if an Employee meets such requirements, except that the Employee incurs a Termination of Service (without returning to employment) before such day, the Employee shall become a Covered Employee as of the first day after that payday on which the Employee first performs an Hour of Service for a Participating Employer and is not excluded from eligibility under Section 3.l(b). Also, if an Employee meets such requirements on account of satisfying the one year of Eligibility Service requirement, the date for such entry into the Plan shall not be later than the first day of the Plan Year following the date such requirements are satisfied.

     Section 3.3.  Requirements to Become a Contributing Participant.

     (a)  Each Employee who becomes a Covered Employee may become a Contributing Participant. However, except as provided in
Section 3.3(b), to become a Contributing Participant, each Covered Employee must apply to participate in the Plan in writing or by another method required or made available by the Administrator. The application shall include an acceptance of the terms of the Plan, a Pre-Tax Contribution Agreement, an agreement to make After-Tax Contributions, a designation of the percentage of the Employee’s Compensation which the Employee wishes to have contributed to the Plan on the Employee’s behalf, an authorization of payroll deductions of such contributions and such other information as the Administrator may reasonably require for the proper administration of the Plan. A Covered Employee shall become a Contributing Participant as of the beginning of the Covered Employee’s first payroll period which follows the 30th day after the date of such application (or such earlier payroll period as the Administrator shall permit in a uniform and nondiscriminatory manner) or for such later payroll period as shall be provided in the application.

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