SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Larson Thomas J (Last) (First) (Middle) 8111 LYNDALE AVENUE SOUTH (Street) BLOOMINGTON MN 55420-1196 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TORO CO [ TTC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Treasurer
	3. Date of Earliest Transaction (Month/Day/Year) 12/03/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/04/2008		M		3,080	A	$24.16	3,336.288	D
Common Stock	12/04/2008		F		2,767	D	$28.45	569.288	D
Common Stock								1,248.183	I	The Toro Company Investment, Savings & ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$28.62	12/03/2008		A		4,200		(1)	12/03/2018	Common Stock	4,200	$0	4,200	D
Stock Option	$24.16	12/04/2008		M			3,080	12/04/2003	12/04/2008	Common Stock	3,080	$0	0	D

Explanation of Responses:

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

	Stacy L. Bogart, Atty-in-Fact	12/05/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 24

POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Stacy L. Bogart, Timothy P. Dordell and Stephen P. Wolfe,
signing singly, true and lawful attorneys-in-fact relative to the filings
identified below in connection with the undersigned's derivative and non-
derivative securities of The Toro Company (the "Company") to:

(1) execute for and on behalf of the undersigned Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934, as
amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form
3, 4, or 5 and the timely filing of such form with the United States
Securities and Exchange Commission and any stock exchange or similar
authority; and

(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact
may approve in either of their discretions.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as such attorney-
in-fact might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that each
such attorney-in-fact, or any substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney and the rights and
powers herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules thereunder.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed effective as of this 24th day of November, 2008 and said Power of
Attorney shall remain in effect until revoked by the undersigned in writing,
or at such time as the undersigned is no longer an officer of the Company,
whichever first occurs.

Signature:   /s/  Thomas J. Larson
Pring Name:       Thomas J. Larson