TORO CO
2000 DIRECTORS STOCK PLAN, AS AMENDED
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<DESCRIPTION>2000 DIRECTORS STOCK PLAN, AS AMENDED
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<P align="right" style="font-size: 10pt"><B>Exhibit&nbsp;10(n)</B>



<P align="center" style="font-size: 10pt"><B>THE TORO COMPANY<BR>
2000 DIRECTORS STOCK PLAN</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;<B>Purpose of the Plan. </B>The purpose of The Toro Company 2000 Directors Stock Plan (&#147;Plan&#148;) is
to enable The Toro Company (the &#147;Company&#148;) to attract and retain experienced and knowledgeable
directors to serve on the Board of Directors of the Company or its subsidiaries, and to further
align their interests with those of the stockholders of the Company by providing for or increasing
their stock ownership interests in the Company. It is intended that the Plan be interpreted so that
transactions under the Plan are exempt under Rule&nbsp;16b-3 under the Securities Exchange Act of 1934,
as amended (the &#147;Exchange Act&#148;), to the extent applicable.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;<B>Eligibility. </B>All members of the Company&#146;s Board of Directors who are not current employees
of the Company or any of its subsidiaries (&#147;Nonemployee Directors&#148;) are eligible to participate in
the Plan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;<B>Plan Awards.</B>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">a.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Directors Shares. </B>To carry out the purposes of the Plan, the Company shall, on the
first business day of each fiscal year, issue to each person who is then a Nonemployee
Director shares of the Company&#146;s Common Stock, $1.00 par value and related preferred share
purchase rights (the &#147;Common Stock&#148;), in an amount equal to $10,000 divided by the fair
market value of one share of Common Stock rounded down to the greatest number of whole
shares (&#147;Directors Shares&#148;) subject to adjustment as provided in Section&nbsp;5 hereof. Fair
market value for this purpose shall be the average of the 4 p.m. Eastern Time closing
prices of the Common Stock as reported by the New York Stock Exchange for each of the
trading days in the three calendar months immediately prior to the date of issue of the
Directors Shares.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">b.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Directors Options.</B></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>i.&nbsp;<B><I>Annual Grant. </I></B>Subject to the terms and conditions of this Section&nbsp;3.b., on the first
business day of each fiscal year, the Company shall grant a nonqualified option (&#147;Directors
Option&#148;) to purchase 2,000 shares of Common Stock to each person who is then a Nonemployee
Director. Directors Options shall be granted at an exercise price per share equal to the fair
market value of one share of Common Stock on the date of grant, but not less than par value.
Fair market value for this purpose shall be the 4 p.m. Eastern Time closing price of the Common
Stock as reported by the New York Stock Exchange for the date of grant. No option may be
repriced, once granted.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>ii.&nbsp;<B><I>Vesting, Transferability and Exercisability.</I></B></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;<B><I>Vesting. </I></B>Except as provided in Sections&nbsp;3.b.ii.(c)(1) and (2), Directors Options
shall vest and become exercisable in three equal installments on each of the first, second and
third anniversaries following the date of grant, and shall remain exercisable for a term of ten
years after the date of grant.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<B><I>No</I></B>&nbsp;<B><I>Transfer. </I></B>No Directors Option shall be assigned or transferred, except by will or
the laws of descent and distribution. An option so transferred may be exercised after the death
of the individual to</TD>
</TR>

</TABLE>
<P align="center" style="font-size: 10pt">&nbsp;
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<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>whom it is granted only by such individual&#146;s legal representatives, heirs or legatees, not
later than the earlier of the date the option expires or one year after the date of death of
such individual, and only with respect to an option exercisable at the time of death.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;<B><I>Exercise. </I></B>During the lifetime of a Nonemployee Director, Directors Options held by
such individual may be exercised only by the Nonemployee Director and only while serving as a
member of the Board of Directors of the Company and only if the Nonemployee Director has been
continuously so serving since the date such options were granted, except as follows:</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;<B><I>Disability or Death. </I></B>In the event of disability or death of a Nonemployee Director,
all outstanding unvested options shall vest effective as of the date of death or termination of
service by reason of disability, and all such vested options may be exercised by such
individual or his or her legal representatives not later than the earlier of the date the
option expires or one year after the date such service as a Nonemployee Director ceases by
reason of disability or death.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;<B><I>Termination. </I></B>If a Nonemployee Director has served as a member of the Board of
Directors for ten full fiscal years or longer and terminates service on the Board, (A)
outstanding unvested options shall remain outstanding and continue to vest in accordance with
their terms, and (B)&nbsp;the Nonemployee Director may exercise all such vested outstanding options
for up to four years after the date of termination, but not later than the date an option
expires. If a Nonemployee Director has served as a member of the Board of Directors for less
than ten years and terminates service on the Board, (C)&nbsp;all unvested options shall expire and
be canceled and (D)&nbsp;the Nonemployee Director may exercise any vested outstanding options for up
to three months after the date of termination, but not later than the date an option expires.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;<B><I>Methods of Exercise and Payment of Exercise Price. </I></B>Subject to the terms and conditions
of the Plan and the terms and conditions of the option agreement, a vested option may be
exercised in whole at any time or in part from time to time, by delivery to the Company at its
principal office of a written notice of exercise specifying the number of shares with respect to
which the option is being exercised, accompanied by payment in full of the exercise price for
shares to be purchased at that time. Payment may be made (1)&nbsp;in cash, (2)&nbsp;by tendering (either
actually or by attestation) shares of Common Stock already owned for at least six months (or
shorter period necessary to avoid a charge to the Company&#146;s earnings for financial statement
purposes) valued at the fair market value of the Common Stock on the date of exercise, (3)&nbsp;in a
combination of cash and Common Stock or (4)&nbsp;by delivery of a notice of exercise of options,
together with irrevocable instructions, approved in advance by proper officers of the Company,
(A)&nbsp;to a brokerage firm designated by the Company, to deliver promptly to the Company the
aggregate amount of sale or loan proceeds to pay the exercise price and any related tax
withholding obligations and (B)&nbsp;to the Company, to deliver certificates for such purchased
shares directly to such brokerage firm, all in accordance with regulations of the Federal
Reserve Board.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No shares of Common Stock shall be issued until full payment has been made.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">c.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Share Proration. </B>If, on any date on which Directors Shares are to be issued pursuant to
Section&nbsp;3.a. or Directors Options are to be granted pursuant to Section&nbsp;3.b., the number of
shares of</TD>
</TR>

</TABLE>
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<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Common Stock is insufficient for the issuance of the entire number of shares to be issued or
for the grant of the entire number of options, as calculated in accordance with Section&nbsp;3.a.
or Section&nbsp;3.b., respectively, then the number of shares to be issued and options to be
granted to each Nonemployee Director entitled to receive Directors Shares or Directors Options
on such date shall be such Nonemployee Director&#146;s proportionate share of the available number
of shares and options (rounded down to the greatest number of whole shares), provided that if
a sufficient number of shares of Common Stock is available to issue all of the Directors
Shares, then the entire number of Directors Shares shall be issued first and the number of
shares to be subjected to options shall be prorated in accordance with this section.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;<B>Shares in Lieu of Fees. </B>A Nonemployee Director shall have the right to elect to receive
shares of Common Stock in lieu of annual retainer and meeting fees otherwise payable in cash. The
election to receive Common Stock shall be made prior to the date fees are otherwise scheduled to be
paid but not later than May&nbsp;31 of the calendar year for which the fees are to be paid. Fees that
are earned after the date a director makes an election shall be reserved through the rest of the
calendar year and shares shall be issued in December of that year. The number of shares to be
issued shall be determined by dividing the dollar amount of reserved fees by the 4 p.m. Eastern
Time closing price of one share of Common Stock as reported by the New York Stock Exchange for the
date that the shares are issued.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;<B>Stock Subject to Plan. </B>Subject to adjustment as provided in this paragraph and subject to
increase by amendment of the Plan, the total number of shares of Common Stock reserved and
available for issuance in connection with the Plan shall be 240,000 shares. If any Directors Option
granted hereunder expires unexercised, terminates, is exchanged for other options without the
issuance of shares of Common Stock or is exercised by delivery or constructive delivery of shares
of Common Stock already owned by the option holder, the shares of Common Stock reserved for
issuance pursuant to such option shall, to the extent of any such termination or to the extent the
shares covered by an option are not issued or used, again be available for option grants under the
Plan, unless prohibited by applicable law or regulation. Any shares issued by the Company in
connection with the assumption or substitution of outstanding option grants from any acquired
corporation shall not reduce the shares available for stock awards or option grants under the Plan.
In the event of a corporate transaction involving the Company, the Common Stock or the Company&#146;s
corporate or capital structure, including but not limited to any stock dividend, stock split,
extraordinary cash dividend, recapitalization, reorganization, merger, consolidation,
reclassification, split-up, spin-off, combination or exchange of shares, or a sale of the Company
or of all or part of its assets or any distribution to stockholders other than a normal cash
dividend, the Committee shall make such proportional adjustments as are necessary to preserve the
benefits or potential benefits of the Directors Shares and Directors Options. Action by the
Committee may include all or any of adjustment in (a)&nbsp;the maximum number and kind of securities
subject to the Plan as set forth in this paragraph; (b)&nbsp;the maximum number and kind of securities
that may be made subject to Directors Options and the determination of the number or kind of
Directors Shares; (c)&nbsp;the number and kind of securities subject to any outstanding Directors
Option; and (d)&nbsp;any other adjustments that the Committee determines to be equitable.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;<B>Change of Control. </B>In the event of a Change of Control of the Company as hereinafter
defined, all Directors Options shall fully vest, and be exercisable in their entirety immediately,
and notwithstanding any other provisions of the Plan, shall continue to be exercisable for three
years following the Change of Control, but not later than ten years after the date of grant.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Change of Control means:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">a.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act) (a &#147;Person&#148;) of beneficial ownership (within the
meaning of Rule&nbsp;13d-3 under the Exchange Act) of 15% or more of either (i)&nbsp;the
then-outstanding shares of Common Stock of the Company (the &#147;Outstanding Company Common
Stock&#148;) or (ii)&nbsp;the combined voting power of the then-outstanding voting securities of the
Company entitled to vote generally in the election of directors (the &#147;Outstanding Company
Voting Securities&#148;); provided, however, that for purposes of this subsection a., the
following acquisitions shall not constitute a Change of Control: (i)&nbsp;any acquisition
directly from the Company, (ii)&nbsp;any acquisition by the Company, (iii)&nbsp;any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (iv)&nbsp;any acquisition by any corporation pursuant
to a transaction that complies with clauses (i), (ii)&nbsp;and (iii)&nbsp;of subsection c. of this
Section&nbsp;6; or</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">b.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Individuals who, as of the date hereof, constitute the Board of Directors of the
Company (the &#147;Incumbent Board&#148;) cease for any reason to constitute at least a majority of
the Board; provided, however, that any individual becoming a director subsequent to the
date hereof whose election, or nomination for election by the Company&#146;s stockholders, was
approved by a vote of at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial assumption of office
occurs as a result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board; or</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">c.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Consummation of a reorganization, merger or consolidation of the Company or sale or
other disposition of all or substantially all of the assets of the Company or the
acquisition by the Company of assets or stock of another entity (a &#147;Business Combination&#148;),
in each case, unless, following such Business Combination, (i)&nbsp;all or substantially all of
the individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities immediately
prior to such Business Combination beneficially own, directly or indirectly, more than 50%
of, respectively, the then-outstanding shares of common stock and the combined voting power
of the then-outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such transaction owns
the Company or all or substantially all of the Company&#146;s assets either directly or through
one or more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (ii)&nbsp;no Person (excluding any
corporation resulting from such Business Combination or any employee benefit plan (or
related trust) of the Company or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 15% or more of, respectively, the
then-outstanding shares of common stock of the corporation resulting from such Business
Combination, or the combined voting power of the then-outstanding voting securities of such
corporation except to the extent that such ownership existed prior to the Business
Combination and (iii)&nbsp;at least a majority of the members of the board of directors of the
corporation</TD>
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<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>resulting from such Business Combination were members of the Incumbent Board at the time of
the execution of the initial agreement, or of the action of the Board, providing for such
Business Combination; or</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">d.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Approval by the stockholders of the Company of a complete liquidation or dissolution of
the Company.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;<B>Administration of the Plan. </B>The Plan shall be administered by a committee composed of
those members of the Board of Directors of the Company who are also employees of the Company (the
&#147;Committee&#148;). The Committee shall have the authority to carry out all provisions of the Plan;
provided, however, that it shall have no discretion to determine which Nonemployee Directors may
receive Directors Shares or Directors Options or to set the value of such Directors Shares or
Directors Options, other than to make the calculations required by Section&nbsp;3.a., Section&nbsp;3.b.
Section&nbsp;4 or Section&nbsp;5.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;<B>Tax Withholding. </B>The Company shall have the right to deduct from any settlement made under
the Plan, including the exercise of an option or the sale of shares of Common Stock, any federal,
state or local taxes of any kind required by law to be withheld with respect to such payments or to
require the option holder to pay the amount of any such taxes or to take such other action as may
be necessary in the opinion of the Company to satisfy all obligations for the payment of such
taxes. If Common Stock is withheld or surrendered to satisfy tax withholding, such stock shall be
valued at its fair market value as of the date such Common Stock is withheld or surrendered. The
Company may also deduct from any such settlement any other amounts due the Company by the option
holder.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;<B>Effective Date and Term of Plan. </B>The Plan first became effective March&nbsp;14, 2001 and shall
terminate on March&nbsp;12, 2011, unless terminated earlier by action of the Board of Directors.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;<B>Amendment. </B>The Board may amend, suspend or terminate the Plan at any time, with or
without advance notice to Plan participants. The effective date of any amendment to the Plan shall
be the date of its adoption by the Board of Directors, subject to stockholder approval, if
required. No amendment of the Plan shall adversely affect in a material manner any right of any
option holder with respect to any option theretofore granted without such option holder&#146;s written
consent.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;<B>Governing Law. </B>The Plan, Directors Shares, Directors Options and agreements entered into
under the Plan shall be construed, administered and governed in all respects under and by the
applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or
principle that might otherwise refer construction or interpretation of the Plan or an option or an
award or agreement to the substantive law of another jurisdiction.



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