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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No.         )

THE TORO COMPANY

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[   ] Fee paid previously with preliminary materials.

[   ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

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The Toro Company

Kendrick B. Melrose

January 30, 2004

Dear Fellow Stockholders:

I thank you for your continued support through Toro’s Fiscal 2003 and invite you to join us for the Toro Annual Meeting of Stockholders to be held on Friday, March 12, 2004 at our corporate offices. Details about the meeting, nominees for the Board of Directors and other matters to be acted on are presented in the Notice of Annual Meeting and Proxy Statement that follow.

In addition to Annual Meeting formalities, we will report to stockholders generally on Toro’s business, and will be pleased to answer stockholders’ questions relating to Toro. Refreshments will be served after the meeting.

We hope you plan to attend the Annual Meeting. Please exercise your right to vote by signing, dating and returning the enclosed proxy card or using the Internet or telephone voting described in the Proxy Statement, even if you plan to attend the meeting.

On behalf of your Toro Board of Directors and management, it is my pleasure to express our appreciation for your continued support.

Sincerely,

/s/ Kendrick B. Melrose

Kendrick B. Melrose

YOUR VOTE IS IMPORTANT. PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD OR VOTE BY INTERNET OR TELEPHONE AS SOON AS POSSIBLE. BY DOING SO, YOU MAY SAVE TORO THE EXPENSE OF ADDITIONAL SOLICITATION.

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NOTICE OF ANNUAL MEETING

         The Toro Company 2004 Annual Meeting of Stockholders will be held on Friday, March 12, 2004 at 3:00 p.m. C.S.T. at Toro’s corporate offices at 8111 Lyndale Avenue South, Bloomington, Minnesota, for the following purposes:

      Stockholders of record at the close of business on January 14, 2004 (the “Record Date”) will be entitled to vote at the meeting or at any adjournment of the meeting.

      A stockholder list will be available at Toro’s corporate offices beginning February 27, 2004 during normal business hours, for examination by any stockholder registered on Toro’s Stock Ledger as of the Record Date, for any purpose germane to the Annual Meeting.

      Since a majority of the outstanding shares of Toro Common Stock must be represented either in person or by proxy to constitute a quorum for the conduct of business, PLEASE PROMPTLY SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD OR VOTE BY INTERNET OR TELEPHONE.

January 30, 2004

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THE TORO COMPANY

         The Toro Company Board of Directors is soliciting your proxy for use at the 2004 Annual Meeting of Stockholders on Friday, March 12, 2004. This Notice, Proxy Statement and enclosed form of proxy will be mailed to stockholders beginning Friday, January 30, 2004.

VOTING

Who Can Vote

      Only stockholders of record at the close of business on January 14, 2004 will be entitled to notice of and to vote at the Annual Meeting or any adjournment of the meeting. On that date, Toro had 24,866,109 shares of Common Stock outstanding. The number of shares outstanding reflects a 2 for 1 stock split effective April 14, 2003. Each share of Toro Common Stock you own entitles you to one vote.

      Dividend Reinvestment Plan Shares. If you are a participant in Toro’s Dividend Reinvestment Plan, the number shown on the enclosed proxy card includes shares held for your account in that plan.

      Employee Benefit Plan Shares. If you are a participant in a Company employee benefit plan that allows participant-directed voting of Common Stock held in that plan, the number shown on the enclosed proxy card includes shares you hold in that plan, as well as shares you own of record, if any. The trustee for each plan will cause votes to be cast confidentially in accordance with your instructions. Plan shares not voted by participants will be voted by the trustee in the same proportion as the votes actually cast by participants, in accordance with the terms of the respective plan.

How You Can Vote

      If you are a stockholder whose shares are registered in your name, you may vote your shares in person at the meeting or by one of the three following methods:

      If your shares are held in “street name” (through a broker, bank or other nominee), you may receive a separate voting instruction form with this Proxy Statement, or you may need to contact your broker, bank or other nominee to determine whether you will be able to vote electronically using the Internet or telephone.

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      If you return your signed proxy card or use Internet or telephone voting before the Annual Meeting, the named proxies will vote your shares as you direct. You have three choices on each matter to be voted on. For the election of directors, you may (1) vote FOR all of the nominees, (2) WITHHOLD your vote from all nominees or (3) WITHHOLD your vote from nominees you designate. See Proposal One— Election of Directors. For each of the other proposals, you may vote “FOR”, “AGAINST” or “ABSTAIN” from voting.

      If you send in your proxy card or use Internet or telephone voting, but do not specify how you want to vote your shares, we will vote them FOR the election of all nominees for director as described under Proposal One—Election of Directors and FOR Proposal Two— Ratify Selection of Independent Auditor.

How You May Revoke or Change Your Vote

      If you are a stockholder whose shares are registered in your name, you may revoke your proxy at any time before it is voted by one of the following methods:

      If you hold your shares through a broker, bank or other nominee, you may revoke your proxy by following instructions provided by your broker, bank or nominee.

Quorum and Vote Requirements

      A majority of the outstanding shares of Common Stock must be present in person or by proxy in order to have a quorum to conduct business at the Annual Meeting. Shares represented by proxies marked “Abstain” or “Withheld” and “broker non-votes” are counted in determining whether a quorum is present. A “broker non-vote” is a proxy submitted by a broker that does not indicate a vote for some or all of the proposals because the broker does not have discretionary voting authority on some types of proposals and has not received instructions from its client as to how to vote on a particular proposal.

      The affirmative vote of a plurality of shares of Common Stock present in person or represented by proxy at the meeting is required for the election of directors. This means that a director nominee with the most votes for a particular slot is elected for that slot. Only votes “For” and “Withheld” affect the outcome. Item 2 will be decided by the affirmative vote of a majority of the shares present in person or represented by proxy. Under New York Stock Exchange (NYSE) rules, if your shares are held in “street name”, the broker is permitted to vote your shares on the election of directors as well as on Item 2. “Broker non-votes” are generally not counted, but abstentions and withheld votes are counted, in determining the total number of votes cast on a proposal. An abstention or withheld vote has the effect of a negative vote.

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Procedures at the Annual Meeting

      The presiding officer at the meeting will determine how business at the Annual Meeting will be conducted. Only matters brought before the Annual Meeting in accordance with Toro’s Bylaws will be considered.

      Only a natural person present at the Annual Meeting who either is a Toro stockholder or is acting on behalf of a stockholder may make a motion or second a motion. A person acting on behalf of a stockholder must present a written statement executed by the stockholder or the duly authorized representative of the stockholder on whose behalf the person purports to act.

STOCK OWNERSHIP

      The following table shows the amount of Toro Common Stock beneficially owned by each of the directors and nominees, the Chief Executive Officer and the four other most highly compensated executive officers named in the Summary Compensation Table (“named executive officers”) as of January 14, 2004. The table also shows beneficial ownership by all directors and executive officers as a group, including the named executive officers. Amounts shown for number of shares of Common Stock reflect the 2 for 1 stock split effective April 14, 2003.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      The rules of the Securities and Exchange Commission require us to disclose the identity of directors, executive officers and beneficial owners of more than 10% of the Common Stock of Toro who did not file on a timely basis reports required by Section 16 of the Securities Exchange Act of 1934. Based solely on review of copies of those reports received by us, or written representations from reporting persons, Toro believes that all directors and executive officers complied with all filing requirements applicable to them during Fiscal 2003, except that a Form 3 report with respect to William E. Brown, Jr. was not filed on a timely basis. Toro has no owners of more than 10% of its Common Stock.

PROPOSAL ONE— ELECTION OF DIRECTORS

      Under Toro’s Amended and Restated Certificate of Incorporation, the Toro Board of Directors may be comprised of between eight and eleven directors. The Board has fixed the number of

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Director Independence

      The Board has reviewed all transactions or relationships between each director, or any member of his or her immediate family and Toro, its senior management and its independent auditor. Based on this review and as required by the independence standards of the NYSE, the Board has affirmatively determined that all nonemployee directors are independent from management and its independent auditor within the meaning of the NYSE listing standards.

      The Board held six meetings during Fiscal 2003. Each incumbent director attended at least 75% of the aggregate total number of meetings held by the Board and all committees on which he or she served.

      It is Toro’s policy that all directors should attend the Annual Meeting of Stockholders and Toro regularly schedules a Board meeting on the same day as the Annual Meeting. Ten members of the Board attended the 2003 Annual Meeting.

      The following information with respect to business experience of nominees for election to the Board and the continuing directors has been furnished by the respective directors or nominees or obtained from the records of Toro.

Nominees for Election to Board of Directors (Term ending after Fiscal 2006)

      Robert C. Buhrmaster, age 56. Chairman since February 1998 and Chief Executive Officer since May 1994, Jostens, Inc., Minneapolis, Minnesota (consumer manufacturing). From May 1994 to January 2003 he also served as President. First elected to the Toro Board in 1996, he is a member of the Audit Committee, Executive Committee and the Nominating and Governance Committee.

      Winslow H. Buxton, age 64. Retired. From January 1993 through April 2002 served as Chairman of the Board of Directors, Pentair, Inc., Saint Paul, Minnesota (diversified manufacturing). In addition, he served as Chief Executive Officer from August 1992 through December 2000, and from August 1992 to December 1999 he served as President. First elected to the Toro Board in 1998, he is Chair of the Nominating and Governance Committee and a member of the Audit Committee and the Executive Committee. Mr. Buxton is a director of Bemis Company, Inc.

      Robert H. Nassau, age 62. Director of Corporate Accounts since November 2003, F2 Intelligence Group, Minneapolis, Minnesota (consulting). Owner and Chief Executive Officer since February 2000, Nasly Inc., an inactive corporation since June 2003, Lahaina, Hawaii (food, beverage and entertainment). From January 1997 to August 1999, he served as President and Chief Executive Officer, St. Raymond Wood Products Holding Limited (wood manufacturing). First

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      Christopher A. Twomey, age 55. Chairman of the Board since August 2003 and Chief Executive Officer and President since February 1986, Arctic Cat Inc., Thief River Falls, Minnesota (recreational vehicle manufacturer). First elected to the Toro Board in 1998, he is a member of the Audit Committee and the Nominating and Governance Committee. Mr. Twomey is a director of Arctic Cat Inc.

Members of Board of Directors Continuing in Office (Term ending after Fiscal 2004)

      Ronald O. Baukol, age 66. Retired. From May 1995 through February 2002 served as Executive Vice President, International Operations, 3M Company, Saint Paul, Minnesota (manufacturing). First elected to the Toro Board in 1995, he is a member of the Executive Committee, the Compensation and Human Resources Committee and the Nominating and Governance Committee.

      Katherine J. Harless, age 52. President since June 2000, Verizon Information Services, Inc., Dallas, Texas (publisher). From July 1996 to August 2000, she served as President, GTE Airfone, Inc, Texas and New Mexico (air-to-ground communications). First elected to the Toro Board in 2000, she is a member of the Compensation and Human Resources Committee and the Nominating and Governance Committee.

      Dale R. Olseth, age 73. Chairman of the Board and Chief Executive Officer since November 1986, SurModics, Inc., Eden Prairie, Minnesota (surface modification). He also served as President of SurModics, Inc. from November 1996 to July 1998. First elected to the Toro Board in 1980, he is presiding non-management director (see “Corporate Governance— Complaint Procedure; Communications with Directors” below) and a member of the Nominating and Governance Committee. Mr. Olseth is a director of SurModics, Inc.

Members of Board of Directors Continuing in Office (Term ending after Fiscal 2005)

      Janet K. Cooper, age 50. Senior Vice President and Treasurer since September 2002 of Qwest Communications International Inc. (“Qwest”), Denver, Colorado (telecommunications). From January 2001 to June 2002 she served as Chief Financial Officer and Senior Vice President of Finance and Administration of McDATA Corporation, Broomfield, Colorado (enterprise open network storage). From July 2000 to January 2001 she was Senior Vice President, Finance, Qwest. She served in several executive positions with US West, Inc., including from June 1999 to June 2000, Vice President Finance and Controller; from February 1999 to June 1999, Vice President—Treasurer and Controller; and from May 1998 to February 1999, Vice President Treasurer. She previously was employed by The Quaker Oats Company and served as Vice President, Treasurer and Tax from July 1997 to May 1998. First elected to the Toro Board in 1994, she is Chair of the Audit Committee and a member of the Compensation and Human Resources Committee. Ms. Cooper is a director of Lennox International Inc.

      Kendrick B. Melrose, age 63. Chairman of Toro since December 1987 and Chief Executive Officer of Toro since December 1983. Employed by Toro since 1970. First elected to the Toro Board in 1981. Mr. Melrose is also Chair of the Executive Committee. Mr. Melrose is a director of SurModics, Inc. and Donaldson Company, Inc.

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      Gregg W. Steinhafel, age 49. President since August 1999, Target Stores, a division of Target Corporation, Minneapolis, Minnesota (retailing). Served as Executive Vice President Merchandising from July 1994 to July 1999. First elected to the Toro Board in 1999, he is a member of the Audit Committee, the Compensation and Human Resources Committee and the Executive Committee.

      Edwin H. Wingate, age 71. Retired. Served as Senior Vice President— Personnel, Dayton Hudson Corporation, Minneapolis, Minnesota (retailing) from June 1980 through August 1997. First elected to the Toro Board in 1989, he is Chair of the Compensation and Human Resources Committee and a member of the Audit Committee. Mr. Wingate is a director of The Roche Brothers Supermarket Incorporated.

The Board of Directors unanimously recommends a vote FOR the election of all nominees for director.

      The Board has four committees with the principal functions described below. The charter of each committee, except the Executive Committee, is posted on our web site at www.thetorocompany.com/. A copy of each charter is available in print to any stockholder upon request to Toro’s Assistant Corporate Secretary at 8111 Lyndale Avenue South, Bloomington, Minnesota, by telephone 888-237-3054, or by email at jeanne.ryan@toro.com.

      Executive Committee. The Executive Committee may exercise all of the powers and authority of the Board, including the power to declare dividends on Toro Common Stock, during intervals between meetings of the Board. No meetings of the committee were held during Fiscal 2003.

      Audit Committee. The Audit Committee is established to oversee the accounting and financial reporting processes and audits of the financial statements of the Company. The committee assists the Board in oversight of the quality and integrity of the Company’s financial reports, the Company’s compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence and the performance of Toro’s internal audit function, as well as accounting and reporting processes.

      For many years the Company’s Audit Committee has been composed entirely of directors who are not employees of the Company and have no relationship to the Company that would interfere with a director’s independence from management and the Company, including independence within the meaning of applicable NYSE listing standards. Each member must be “financially literate” under recently revised NYSE listing standards, or become financially literate within a reasonable period of time after appointment. The Chair of the committee must have such accounting or related financial management expertise as to be considered a “financial expert” under rules of the Securities and Exchange Commission adopted pursuant to requirements of the Sarbanes-Oxley Act of 2002.

      The Board has determined that all members of the committee are financially literate and that Audit Committee Chair Janet K. Cooper meets the definition of “financial expert” as a result of her experience in senior corporate executive positions with financial oversight responsibilities, including Senior Vice President and Treasurer of Qwest, and Chief Financial Officer and Senior Vice President of Finance and Administration of McDATA Corporation, as well as other finance positions with Qwest, US West, Inc. and The Quaker Oats Company.

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      The committee’s duties are set forth in its charter which is included as Exhibit A to this Proxy Statement and can also be found on the Toro web site at www.thetorocompany.com/. Among its duties are reviewing and evaluating at least annually the qualifications, independence and performance of the Company’s independent public accountants and selecting, engaging, retaining and compensating them; reviewing and approving in advance the scope, magnitude and budgets of all examinations of the Company’s financial statements by the auditors; reviewing general policies and procedures with respect to accounting and financial matters and internal controls; reviewing and approving in advance the retention of the independent auditor for all types of audit and nonaudit services to be performed by independent public accountants and approving the fees for such services; meeting with independent public accountants not less than once a year without Company representatives to discuss internal controls and accuracy and completeness of the financial statements; reviewing the Company’s Code of Conduct and its Code of Ethics for CEO and Senior Financial Officers, as well as policies and procedures for the receipt, retention and treatment of complaints from employees on accounting, internal accounting controls or auditing matters; receiving analyses and comments regarding accounting pronouncements; reviewing results of audits with the independent public accountants and management with a focus on difficulties encountered, material errors or irregularities, weaknesses in internal accounting controls and similar issues; and notifying the Board of major problems or deficiencies discovered with respect to the committee’s duties.

      Additional information regarding the Audit Committee and the Company’s independent auditor is disclosed under the Audit Committee Report and Proposal Two. The Audit Committee held three full meetings and eight interim conference call meetings during Fiscal 2003. At each of the full meetings the committee met in private session with the Company’s independent auditor, at one of these meetings the committee met in private session with management and at one of the full meetings and during one of the interim conference calls, met in private session with the Company’s internal auditor.

      Compensation and Human Resources Committee. All members of the Compensation and Human Resources Committee must be independent within the meaning of applicable NYSE listing standards. This committee’s functions include making recommendations to the Board relating to compensation of Toro’s Chairman of the Board and Chief Executive Officer and its elected executive officers. The committee has sole authority to retain and terminate any external compensation consultant used in the evaluation of Chief Executive Officer or elected officer compensation, including approval of fees. The committee is responsible for reviewing and monitoring human resource and organizational matters and has overall responsibility for approving and evaluating all compensation plans, policies and programs of Toro as they affect the Chairman and Chief Executive Officer, elected officers, other executive officers and management. The committee approves incentive compensation awards and overall compensation levels, including annual base salaries and annual incentive opportunities for officers referred to in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The committee annually reviews and approves overall employee salary policies, as well as equity based programs for all categories of employees. The committee monitors Toro’s compliance with requirements under the Sarbanes-Oxley Act of 2002 relating to 401(k) plans and loans to directors and officers, and with all other applicable laws affecting employee compensation and benefits. The committee reviews and determines the form and amount of compensation for independent directors and

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      Nominating and Governance Committee. Toro has had a Nominating Committee of the Board of Directors for many years. In Fiscal 2003, the name of the committee was changed to the Nominating and Governance Committee. All members of this committee meet the independence requirements of the NYSE listing standards. This committee’s functions are set forth in its charter, and include assisting the Board by identifying individuals qualified to become Board members and recommending director nominees for the annual meeting of stockholders; recommending to the Board the Corporate Governance Guidelines applicable to Toro; leading the Board in its annual review of the Board’s performance and recommending the Board director nominees for each committee. The committee has sole authority to retain and to terminate any search firm to be used to identify director candidates and has sole authority to approve the search firm’s fees and other retention terms. The committee actively seeks individuals qualified to become Board members and makes recommendations based on experience, expertise and geographical representation. The committee, with the participation of the Chairman of the Board, annually polls the Board about directors whose terms are expiring and recommends that any director who does not continue to have the affirmative support of a majority of the members of the Board not stand for election. The committee must annually review the adequacy of its charter and its own performance. A current copy of the charter is available to stockholders on Toro’s web site at www.thetorocompany.com/. The committee does not have an express policy with regard to consideration of director candidates recommended by stockholders because Toro’s bylaws permit a stockholder to nominate a candidate. The Nominating and Governance Committee will consider director candidates proposed by stockholders. Those candidates must be highly qualified, exhibiting the experience and expertise required of the Board’s own pool of candidates and interest in Toro’s businesses, and also the ability to attend and prepare for Board, committee and stockholder meetings. Any candidate must state in advance his or her willingness and interest in serving on the Board. Candidates should represent the interests of all stockholders and not those of a special interest group. A stockholder wishing to nominate a candidate should do so in accordance with the guidelines set forth on page 26. See “Other Information— Stockholder Proposals for 2005 Annual Meeting” below. Two meetings of the committee were held during Fiscal 2003.

      The Audit Committee Report that follows, the Audit Committee Charter which is Exhibit A to this Proxy Statement, the Compensation and Human Resources Committee Report on page 19 and the Performance Graph on page 18 shall not be deemed to be “soliciting material” or to be filed with the Securities and Exchange Commission or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934, or to the liabilities of Section 18 of that act. Notwithstanding anything to the contrary set forth in any of Toro’s previous filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 that might incorporate future filings, including this Proxy Statement, in whole or in part, neither of the reports nor the Performance Graph shall be incorporated by reference into any such filings.

Audit Committee Report

      This report is furnished by the Audit Committee of the Toro Board of Directors with respect to Toro’s financial statements for Fiscal 2003. The Board of Directors has determined that all members of the committee are independent as defined in applicable NYSE listing standards.

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      The committee operates pursuant to a written charter first adopted by the Board on October 11, 1988 and amended four times, most recently on September 23, 2003. A copy of the charter as amended is Exhibit A to this Proxy Statement.

      Toro management is responsible for the preparation and presentation of complete and accurate financial statements. The independent auditor, KPMG LLP, is responsible for performing an independent audit of Toro’s financial statements in accordance with generally accepted auditing standards and for issuing a report on their audit.

      In performing its oversight role, the Audit Committee has reviewed and discussed with management Toro’s audited financial statements for Fiscal 2003. Management represented to the Audit Committee that Toro’s consolidated financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee has also discussed with KPMG LLP, Toro’s independent auditor for Fiscal 2003, the matters required to be discussed by Statement on Auditing Standards 61, Communication with Audit Committees (Codification of Statements on Auditing Standards, AU 380), as in effect for Toro’s Fiscal 2003. The Audit Committee has received the written disclosures and the letter from KPMG LLP required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) as in effect for Toro’s Fiscal 2003. The committee has discussed with KPMG LLP the auditors’ independence and concluded that the independent auditor is independent from Toro and its management.

      Based on the review and discussions referred to in the foregoing paragraph, and subject to the limitations on the role and responsibilities of the committee in its charter, the Audit Committee recommended to the Board of Directors that Toro’s audited financial statements for Fiscal 2003 be included in Toro’s Annual Report on Form 10-K for the fiscal year ended October 31, 2003, for filing with the Securities and Exchange Commission.

Board Compensation

      Fees and Stock Awards. Compensation for Toro directors who are not employees of Toro is designed to link a director’s compensation with stockholder interests. The compensation therefore 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.

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      Other Arrangements. An outside director may elect to defer receipt of Board compensation under the Deferred Compensation Plan for Non-Employee Directors. Interest is accrued quarterly on deferred cash amounts at the average prime rate charged by U. S. Bank National Association, Minneapolis, Minnesota (ranging from 4.0% to 4.5% in Fiscal 2003). Ms. Cooper deferred all or a portion of her cash compensation and her account was credited with interest at the rates described. Deferred stock compensation is credited as Common Stock units, which are credited with dividends that are reinvested as additional units. Ms. Harless has in past years deferred her Common Stock awards and her account was credited with 6.471 Common Stock units for regular dividends paid during Fiscal 2003.

      Each director is a party to an indemnification agreement that assures the director of indemnification and advancement of expenses to the fullest extent permitted by Delaware law and Toro’s Amended and Restated Certificate of Incorporation, and of continued coverage under Toro’s directors and officers liability insurance, to the extent it is maintained.

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EXECUTIVE COMPENSATION

Summary Compensation Table

      The table below shows compensation of Toro’s Chief Executive Officer and the named executive officers for the last three fiscal years. The named executive officers include the four most highly compensated executive officers other than the CEO, who were serving as executive officers on October 31, 2003. All share amounts in the tables and notes are adjusted to reflect the 2 for 1 split of Toro Common Stock effective April 14, 2003.

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Employment Agreements

      Change in Control Agreements. Each of the executive officers, including those named in the Summary Compensation Table, 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: (1) 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; (2) another party becomes the beneficial owner of at least 15% of Toro’s outstanding voting stock; or (3) 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 named executive officers 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 named executive officers in the aggregate would have been

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Stock Options

      Toro has outstanding options under two stock option plans, The Toro Company 1993 Stock Option Plan and The Toro Company 2000 Stock Option Plan. The 1993 Plan terminated August 17, 2003 and no further options may be granted under that plan. The plans are administered by the Compensation and Human Resources Committee which selects employees to whom options are granted.

      As of January 2004, 601,311 shares remained available for new grants under the 2000 Plan. The exercise price of an option must be not less than 100% of the fair market value of the Common Stock on the date of grant and an option may not be repriced, once granted. Options are not transferable except by will or the laws of descent and distribution. Options may have a term of up to ten years. The committee may permit options to be exercised immediately after grant or may impose vesting requirements. Options may be exercised using cash, stock or a cashless method through a broker.

Option Grants in Last Fiscal Year

      The following table shows options granted under the 1993 Plan and the 2000 Plan during Fiscal 2003 to the Chief Executive Officer and the named executive officers, after adjustment for the 2 for 1 stock split effective April 14, 2003.

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Aggregated Option Exercises in Fiscal 2003

      The following table summarizes stock options exercised by the Chief Executive Officer and the named executive officers during Fiscal 2003 and the total number of options held by each listed individual as of October 31, 2003, after adjustment for the 2 for 1 stock split effective April 14, 2003.

Long Term Incentive Compensation

      The following table shows awards of long term incentive compensation made under the Performance Share Plan to the Chief Executive Officer and the named executive officers during Fiscal 2003, after adjustment for the 2 for 1 stock split effective April 14, 2003.

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Equity Compensation Plan Information

      The following table provides information about shares of Toro Common Stock that may be issued under Toro’s equity compensation plans, as of October 31, 2003, after adjustment for the 2 for 1 stock split of the Common Stock effective April 14, 2003.

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Performance Graph

      The following graph depicts total cumulative stockholder return (assuming reinvestment of dividends) of Toro Common Stock, the S&P 500 Index and an industry peer index for the preceding five fiscal years commencing with Fiscal 1999.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

      *This graph assumes $100 invested on October 31, 1998 in the Common Stock, the S&P 500 Index and the peer group index including reinvestment of dividends.

      The industry peer index is based on the Fortune 500 Industrial and Farm Equipment Index for 2002, the most recent year available, which includes: AGCO Corporation, The Alpine Group, American Standard Companies, Inc., The Black & Decker Corporation, Briggs & Stratton Corporation, Caterpillar Inc., Crane Co., Cummins Engine Company, Inc., Deere & Company, Dover Corporation, Flowserve Corporation, General Cable Corporation, Harsco Corporation, Illinois Tool Works Inc., International Game Technology, ITT Industries, Inc., Kennametal Inc., Lennox International Inc., Milacron Inc., NACCO Industries, Inc., Pall Corporation, Parker-Hannifin

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Compensation and Human Resources Committee Report

      This report is furnished by Toro’s Compensation and Human Resources Committee of the Board of Directors. We review, establish and approve changes to compensation policies and administer compensation plans for Toro’s executive officers.

General Policies

      Toro’s compensation policies are designed to attract, retain and motivate highly qualified executives; to assure that Toro competes successfully for executive talent to accomplish its goals; to compensate executive officers for performance and to encourage significant ownership of Toro Common Stock by our officers. We have always been conservative in granting stock options, and in the past five years have tied a substantial portion of total executive compensation to achievement of financial goals of Toro and its divisions. By relying heavily on Performance Shares as a component of total compensation, we have not only linked compensation to Toro’s stock price, we have also assured that a significant portion of compensation paid is reflected as an expense in Toro’s financial statements.

      We set target dollar amounts of executive compensation based on an independent evaluation of the market competitiveness of Toro’s officer compensation program conducted by a professional compensation consulting firm. We establish a target total compensation package for each executive position, usually within a 5% range of the median market level for similar positions in businesses with revenues comparable to those of Toro, but subject to adjustment to reflect level of experience. The total compensation package is then broken into three components (base salary, annual incentive compensation and long term compensation) as discussed in detail below, with an emphasis on incentive compensation.

Base Salary

      We establish a base salary range for each executive position, reflecting median base salaries for the comparative group. Surveys are conducted annually.

      A base salary within the market range is set for each executive by considering the experience and individual performance of the executive. For Fiscal 2003, base salaries for Mr. Melrose and the named executive officers ranged from 4.0 to 4.5% higher than the prior year’s salaries, and were at the median market level. Mr. Melrose’s salary for Fiscal 2003 was set at $711,625 based on the same method used in establishing other executive officers’ base salaries. For compensation purposes, the committee evaluates Mr. Melrose’s performance on an annual basis. Mr. Melrose evaluates the other named executive officers and those evaluations are used by the committee in establishing base salaries.

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Incentive Compensation

      An executive of Toro will earn total compensation that is competitive with the market only if Toro achieves corporate financial performance goals and incentive compensation is paid. If goals are exceeded, incentive compensation can cause total compensation to exceed median market levels. Total compensation for Fiscal 2003 was above the median market level. The level of compensation reflected strong achievement of annual performance goals under the Annual Management Incentive Plan II. That achievement was tempered by a slightly lower performance against three year performance goals under the Performance Share Plan. However, because payments under the Performance Share Plan are made in shares of Toro Common Stock, and because Toro’s stock has performed very well in the market over the past three years, total compensation nonetheless came in above median market levels.

      The incentive components of compensation are intended to encourage achievement of both short term and long term financial and operational objectives. The committee has also increasingly placed emphasis on compensation tied to the market price of Toro’s Common Stock. For many years the committee has granted stock options to its executives, and in Fiscal 1999, the committee began to make awards under the Performance Share Plan. Under this plan, compensation is paid exclusively in the form of shares of Common Stock.

      For Fiscal 2003 79.2% of Mr. Melrose’s total compensation (excluding the value of stock option grants) consisted of incentive payments, and his total compensation package was slightly above median market levels reflecting Toro’s achievement of annual performance goals above target levels and achievement of three year performance goals somewhat below target levels. The portion of other named executive officers’ total compensation attributable to incentive award payments other than option gains ranged from 61.3% to 71.6% of total compensation.

      Annual Incentive Compensation. 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 amount. If goals are not met, awards are reduced or not paid at all. Proposed participants in the Annual Incentive Plan are recommended by management and selected by the committee. The maximum allowable award at target (planned) performance under the Annual Incentive Plan for Mr. Melrose is 75% of his base salary and for the other named executive officers, 55% of their base salaries. The percentage set for annual performance awards for Fiscal 2003 was 70% for Mr. Melrose and 50% for the other named executive officers. Percentages are based on the executive’s salary grade and job position and not on individual factors.

      The committee may also select officers to receive Stock Retention Awards, which entitle an officer to convert up to 50% of a cash award payout to shares of Common Stock or deferred Common Stock units, and to receive one additional share of stock for each two shares acquired in the conversion. The committee did not award Stock Retention Awards for Fiscal 2003 because it was generally satisfied that officers had achieved stock ownership guidelines and that other elements of compensation were adequate.

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      Under the Annual Incentive Plan as in effect for Fiscal 2003, the committee established earnings per share (EPS) and “average net asset turns” performance goals as the basis for payment of a target award amount for each corporate participant. Additional division goals were established for other executive officers based on division controllable profit contribution and current asset turns goals, tailored to each division. Division participants’ awards were based 50% on the level of achievement of corporate goals and 50% on the level of achievement of applicable division goals. Under additional Strategic Performance Measure goals, a recipient’s pre-established payout can be increased by up to an additional 20% of the award payment that would otherwise be made with respect to corporate and division performance goal achievement, but to not more than 200% of the target award. If Strategic Performance Measure Goals are not achieved, an award payment may be reduced by as much as 20%. SPM goals related to specific business strategies to strengthen Toro’s residential and professional businesses were established for Messrs. Hoffman, Ford and Wolfe for Fiscal 2003.

      Toro achieved its corporate performance goals for Fiscal 2003, with both EPS and average net asset turns exceeding the target goals. Bonus payments were made under the Annual Incentive Plan at 123.1% of target awards for corporate participants, including Mr. Melrose and the four named executive officers. Award payments of 135.5% of targets were made to commercial division participants. Consumer division participants received awards at 115.8% of target and Toro LCB participants received award payments of 117.0%. Exmark participants received awards at 155.7% of target, reflecting especially strong performance. Other divisions did not perform as well and award payments were reduced. The international division achieved its goals at only 84.9%, and participants received award payments at 104.0% of target. The irrigation division did not achieve its target goals, and award payments were made at 71.6% of target. Agricultural division participants did not receive award payments. The committee adjusted total payouts for Strategic Performance Measure goal achievement for Mr. Hoffman by adding 2% to the award payment that otherwise would have been paid.

      Long Term Incentive Compensation. Key employees may receive long term incentive compensation in the form of Performance Shares under the Performance Share Plan and stock options under Toro’s stockholder-approved plans.

      A recipient of a Performance Share Award may receive shares of Common Stock if Toro achieves pre-established performance goals, generally over a three year period. The number of shares covered by an award is based on a target dollar value that is a component of total compensation divided by the market value of the Common Stock prior to the time of the award, discounted for projected annual forfeitures. Under awards granted in Fiscal 2001 for the three year award period Fiscal 2001 to 2003, the committee established performance goals based on cumulative net income plus after tax interest expense and cumulative average net asset turns. Toro exceeded the cumulative corporate average net asset turns goal slightly, but did not achieve the cumulative net income plus after tax interest goal. The committee certified payments to plan participants, including Messrs. Melrose, Hoffman and Wolfe, and Ms. Meyer at only 88.0% of target award amounts. Performance for a two year transition term of Fiscal 2002 to 2003 exceeded goals, however, and Mr. Ford, a new participant in the plan beginning in Fiscal 2002, received a payment under a two year transition award at 124.5% of the target award amount.

      We also make stock option grants pursuant to Toro’s stock option plans. We grant options to all key management employees, including Mr. Melrose and the named executive officers, using a

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      5 x Five Option Vesting. In July 2000 the committee granted special options to Mr. Melrose and the named executive officers, as well as other executive officers and employees, as an incentive for Toro to achieve a performance goal of profit after tax of 5% as a percentage of revenues by the end of Fiscal 2003. In a press release issued December 10, 2003, the Company announced that it reached this goal in Fiscal 2003. As a result, an option for 24,000 shares vested for Mr. Melrose and options for 16,000 shares vested for each of the named executive officers on the date of the public announcement.

      Section 162(m). In making its decisions about compensation for Mr. Melrose and other officers likely to be named executive officers, the committee considers Section 162(m) of the Internal Revenue Code, which limits to $1 million per year the compensation expense deduction Toro may take for compensation paid to a person who is “highly-compensated” for purposes of the Internal Revenue Code, unless the compensation is “performance-based”. It is generally the policy of Toro that the components of executive compensation that are inherently performance-based should qualify for exclusion from the deduction limitation under Section 162(m). The committee believes that annual incentive award payments under the Annual Incentive Plan, long term incentive award payments under the Performance Share Plan and stock options currently qualify as performance-based.

      We believe, however, that while tax deductibility is an important factor, it is not the sole factor to be considered in setting executive compensation policy, and therefore reserve the right, in appropriate circumstances, to pay amounts in addition to base salary that might not be deductible. The committee’s purpose in doing so is to assure that Toro retains its best executives and remains competitive in the market for executive talent.

      If non-performance-based compensation in excess of $1 million should become payable to a person who is “highly-compensated” for this purpose, the committee may consider requiring deferral of receipt of any amounts earned in excess of the cap to a tax year following the year in which the individual leaves the employment of Toro.

Stock Ownership Guidelines

      In November 1997, the committee adopted guidelines to encourage accumulation and retention of Toro Common Stock by officers of Toro, ranging from a goal of five times base salary for the Chief Executive Officer to two or three times for other corporate officers. The recommended time period for reaching the guideline is five years. Based on the committee’s evaluation as of December 4, 2003, Messrs. Melrose, Hoffman and Wolfe, and Ms. Meyer were in compliance with the established guidelines. Mr. Ford has been employed by Toro for only 26 months and has not yet had sufficient time to accumulate stock at the guideline level. The committee will continue to review compliance with the policy on an annual basis.

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Approval of Incentive Plans

      All of our recommendations with respect to compensation attributable to Fiscal 2003 were approved and adopted by the Board of Directors. In accordance with Toro’s past practice under Section 16 of the Securities Exchange Act of 1934 and Section 162(m), we continue to make decisions regarding the grant of stock options and other awards and our decisions are reported to and ratified by the Board.

Compensation and Human Resources

      The members of the Compensation and Human Resources Committee are Edwin H. Wingate, Chair, Ronald O. Baukol, Janet K. Cooper, Katherine J. Harless, Robert H. Nassau and Gregg W. Steinhafel. Mr. Wingate was an officer of Toro from 1969 until 1981. None of the other named directors is or has been an officer or employee of Toro. Although Mr. Melrose is not a member of the committee, he attends the meetings for the purpose of providing continuity and detailed information about employees and compensation plans. Mr. Melrose does not participate in any option grant or incentive award decision or any decision of the committee that might affect him personally.

PROPOSAL TWO—RATIFY SELECTION OF INDEPENDENT AUDITOR

      The Audit Committee of the Board of Directors has again selected KPMG LLP to serve as independent auditors for Fiscal 2004. Although it is not required to do so, the Board of Directors wishes to submit the selection of KPMG LLP for stockholder approval at the meeting. Even if the selection is ratified, the Audit Committee may in its discretion change the appointment at any time during the year, if it determines that such a change would be in the best interests of Toro and its stockholders.

      Representatives of KPMG LLP will be present at the Annual Meeting to answer appropriate questions. They will also have the opportunity to make a statement if they wish to do so.

      If the stockholders do not approve the selection of KPMG LLP, the Board of Directors will reconsider its selection.

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Audit, Audit-Related, Tax and Other Fees

      The following table presents fees billed by KPMG LLP for professional services for Fiscal 2003 and 2002, by category as described in the notes to the table.

Auditor Fees Pre-approval Policy

      In 2003, the Audit Committee amended its charter concerning approval of audit and non-audit services to be provided by the independent auditor to Toro. The provision requires that the committee review and pre-approve annually the actual cost and types of audit services and non-audit services to be performed by the independent public accountants. The committee may periodically pre-approve the retention of the independent auditor for any additional non-audit services.

      The Board of Directors unanimously recommends a vote FOR ratification of the selection of KPMG LLP as Toro’s independent auditor for Fiscal 2003.

CORPORATE GOVERNANCE

Corporate Governance Guidelines

      On December 4, 2003, the Board of Directors adopted updated Corporate Governance Guidelines to reflect recent changes in NYSE listing standards. These guidelines require that a majority of directors on the Board of Directors meet the criteria for independence defined by the NYSE. Toro has met this independence standard for many years, and the new rules did not necessitate changes to Toro’s Board of Directors membership.

      From time to time we revise Toro’s Corporate Governance Guidelines in response to changing regulatory requirements, evolving best practices and the concerns of our stockholders and other constituencies. Toro’s Corporate Governance Guidelines are published on our web site at

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Code of Conduct and Code of Ethics for the CEO and Senior Financial Officers

      All of our employees, including our Chief Executive Officer and other senior executives, are required to comply with our long-standing Code of Conduct to help ensure that our business is conducted in accordance with the highest standards of moral and ethical behavior. Toro’s continued growth and profitability are linked to our ability to make decisions that are consistent with our traditional business values and ethical principles. The Board of Directors recently adopted a Code of Ethics for the CEO and Senior Financial Officers applicable to the Chief Executive Officer, Chief Financial Officer (Toro’s principal financial officer), Vice President and Corporate Controller (Toro’s principal accounting officer and controller), and to all business unit controllers and senior accounting personnel identified by the Corporate Controller (“Senior Financial Officers”) who are bound by the provisions set forth in the Code of Conduct relating to ethical conduct, conflicts of interest and compliance with the law. Toro’s Code of Conduct and its Code of Ethics for CEO and Senior Financial Officers are published on our web site at www.thetorocompany.com/. Copies of the codes are available in print to any stockholder who requests them. Please address your request to Toro’s Assistant Corporate Secretary at 8111 Lyndale Avenue South, Bloomington, Minnesota 55420-1196, or by telephone at 888-237-3054, or by email at jeanne.ryan@toro.com.

Complaint Procedure; Communications with Directors

      In Fiscal 2003, the Board of Directors appointed Dale R. Olseth as presiding non-management director (sometimes referred to as the “Lead Director”) with the responsibility to facilitate communications by stockholders and employees directly with the independent, non-management members of the Board of Directors, as well as to convene and preside at executive sessions of the Board. The presiding non-management director will maintain a special telephone line in his office, for the purposes described below.

      The Sarbanes-Oxley Act of 2002 requires companies to maintain procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. Toro currently has such procedures in place. Our 24-hour, toll-free confidential compliance line is available for the submission of concerns regarding these matters by any employee. Any employee who believes he or she has witnessed an incident involving financial fraud may leave a confidential or anonymous message at 1-800-850-7247 (U.S.) or +1-703-797-1734 (outside U.S.) or for the presiding non-management director, Dale R. Olseth, at 952-887-7268.

      Toro’s Board of Directors has also established a process for stockholders to send communications to the independent Board directors. Stockholders may communicate with the Board through the presiding non-management director by calling 952-887-7268 or by writing to Company’s Corporate Secretary. Communications sent to the Company addressed to the Board of Directors are screened by the Corporate Secretary for appropriateness before either forwarding or notifying the independent director of receipt of a communication.

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OTHER INFORMATION

Stockholder Proposals for Annual Meeting in 2005

      The Annual Meeting of Stockholders is expected to be held on March 15, 2005. If you wish to make a proposal to be included in Toro’s Proxy Statement for the 2005 Annual Meeting, you must assure that the proposal is received by the Secretary of Toro no later than the close of business on October 3, 2004, unless the date of the meeting is delayed by more than 30 calendar days.

      If you wish to nominate a candidate for election to the Board of Directors or propose other business at the 2005 Annual Meeting, you must give complete and timely written notice to the Secretary of Toro, in accordance with Toro’s Bylaws. The deadline for the 2005 Annual Meeting is not later than December 15, 2004 nor earlier than November 1, 2004, unless the date of the meeting is advanced by more than 30 days or delayed by more than 60 days, in which case notice must be delivered not earlier than the 90th day nor later than the 60th day prior to the rescheduled meeting, or the 10th day following the day on which Toro first makes public announcement of the rescheduled meeting. If you would like a copy of Toro’s Bylaws, you may write to Toro’s Secretary or obtain a copy through the SEC’s EDGAR filing database at

Householding of Annual Meeting Materials

      Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of Toro’s Proxy Statement or Annual Report on Form 10-K may have been sent to multiple stockholders in each household. Additional copies of these documents are available in print to any stockholder who requests them. Please address your request to Toro’s Investor Relations Department at 8111 Lyndale Avenue South, Bloomington, Minnesota 55420-1196, or by telephone at 952-887-7141, or by email at invest@toro.com. Any stockholder who wants to receive separate copies of Toro’s Proxy Statement or Annual Report to Stockholders in the future, or any stockholder who is receiving multiple copies and would like to receive only one copy per household, should contact the stockholder’s bank, broker or other nominee record holder. A copy of these documents may also be downloaded and printed from Toro’s web site at

Annual Report

      Toro’s Annual Report on Form 10-K for Fiscal 2003 (the fiscal year ended October 31, 2003) is enclosed. The Form 10-K includes consolidated financial statements and notes, selected financial data and Management’s Discussion and Analysis of Financial Condition and Results of Operations. The Form 10-K is included in The Toro Company Corporate Profile Fiscal Year 2003, which

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Cost and Method of Solicitation

      Toro will pay the cost of soliciting proxies and may make arrangements with brokerage houses, custodians, nominees and other fiduciaries to send proxy material to beneficial owners of the Common Stock. Toro will reimburse them for reasonable out-of-pocket expenses. In addition to solicitation by mail, directors, officers and employees of Toro may solicit proxies by telephone, electronic transmission and personally. They will receive no compensation for such services other than regular employee compensation. Toro has retained Morrow & Co., for an estimated fee of $7,500 plus out-of-pocket costs and expenses, to assist in distributing proxy materials and soliciting proxies.

Other Business

      We know of no other matters that may come before the Annual Meeting. However, if matters other than those referred to above should properly come before the Annual Meeting, the persons named on the enclosed proxy card intend to vote such proxy in accordance with their best judgment.

Dated: January 30, 2004

	BY ORDER OF THE BOARD OF DIRECTORS
	J. LAWRENCE MCINTYRE
	Vice President, Secretary and General Counsel

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EXHIBIT A

THE TORO COMPANY

POLICY STATEMENT

The Audit Committee (the “Committee”) shall provide assistance to the Board of the Company’s financial reports, the Company’s compliance with legal and regulatory requirements of The Toro Company (the “Company”) in oversight of the quality and integrity, the independent auditor’s qualifications and independence, the performance of the Company’s internal audit function, and accounting and reporting processes. In addition, the Committee shall cause the preparation of the report required by the Securities and Exchange Commission’s proxy rules to be included in the Company’s annual proxy statement and shall have the further duties and responsibilities set forth in this Charter. In achieving these purposes it is the Committee’s responsibility to foster free and open means of communication between the Company’s directors, independent public accountants, internal auditors, and management.

I.           ORGANIZATION

At the first meeting of each newly elected Board of Directors the members of the Committee shall be appointed by the Board on the recommendation of the Nominating and Governance Committee. The Committee shall be comprised of a minimum of three directors, with one member designated as Chair. The Committee shall consist entirely of members who meet the independence and experience requirements of the New York Stock Exchange and any other regulations applicable to the Company from time to time, including regulations limiting Committee member compensation. Each Committee member shall be financially literate, as interpreted in the business judgment of the Board, or shall become financially literate within a reasonable period of time after appointment. The Chair shall have accounting or related financial management expertise and shall be a “financial expert”, as interpreted in the business judgment of the Board, in accordance with such regulations as may be applicable to the Company from time to time. No member of the Committee shall serve on more than two audit committees of publicly traded companies other than the Company at the same time such member serves on this Committee, unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on this Committee.

II.           MEETINGS

The Committee may meet as often as may be necessary or appropriate, and at such times and places as it shall determine, provided that the Committee shall meet at least three times a year. The Committee shall record the actions taken at such meetings, and shall report to the Board with respect thereto. A majority of the members of the Committee shall constitute a quorum. In the absence of the Chairman, the members may appoint another member to preside. As part of its goal to encourage open communication, the Committee shall meet at least annually with the Company’s management, internal auditor(s) and the independent public accountants in separate executive

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III.           RESOURCES

The Committee shall have the authority to retain and compensate special legal, accounting or other consultants to advise the Committee. The Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditors to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. The Audit Committee may also meet with the Company’s investment bankers or financial analysts who follow the Company. The Company shall provide for appropriate funding, as determined by the Audit Committee, in its capacity as a committee of the Board of Directors, for payment of compensation to the registered public accounting firm (as provided in the Sarbanes-Oxley Act of 2002) employed by the Company for the purpose of rendering or issuing an audit report, and to any advisors employed by the Audit Committee.

IV.           PRINCIPAL DUTIES AND RESPONSIBILITIES

The Audit Committee, in its capacity as a committee of the Board of Directors, shall be directly responsible for the appointment, compensation and oversight of accounting and financial processes and the work of any registered public accounting firm(as provided in the Sarbanes-Oxley Act of 2002) employed by the Company (including resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work, and each such registered accounting firm shall report directly to the Committee. The Audit Committee shall:

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While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles. This is the responsibility of management and the independent auditor, which is ultimately accountable to the Board of Directors and the Audit Committee. Nor is it the duty of the Audit Committee to assure compliance with the laws and regulations and the Company’s Code of Conduct.

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THE TORO COMPANY

ANNUAL MEETING OF STOCKHOLDERS

Friday, March 12, 2004
3:00 p.m. C.S.T.

The Toro Company
8111 Lyndale Avenue South
Bloomington, MN 55420

		The Toro Company 8111 Lyndale Avenue South Bloomington, MN 55420		proxy

This Proxy is solicited on behalf of the Board of Directors for use at the Annual Meeting on March 12, 2004.

The shares of stock held in your account or in a dividend reinvestment account will be voted as you specify below or by telephone or Internet. Shares you hold in employee benefit plans will be voted as you direct, and if you do not vote those shares, will be voted by the trustee in the same proportion as votes actually cast by plan participants.

If no choice is specified, the proxy will be voted “FOR” Items 1 and 2.

By signing, dating and returning this proxy card, you revoke all prior proxies, including any proxy previously given by telephone or Internet, and appoint K. B. Melrose and J. L. McIntyre, or either of them, with full power of substitution to vote your shares on the matters shown on the reverse side and any other matter which may properly come before the Annual Meeting and all adjournments.

See reverse for voting instructions.

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There are three ways to vote your Proxy

Whether you vote by telephone, Internet or marking, signing, dating and returning your proxy card, you are authorizing K. B. Melrose and J. L. McIntyre, or either of them (the Named Proxies), to vote your shares.

VOTE BY TELEPHONE — TOLL FREE — 1-800-560-1965 — QUICK *** EASY *** IMMEDIATE

VOTE BY INTERNET — http://www.eproxy.com/ttc/ — QUICK *** EASY *** IMMEDIATE

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to The Toro Company c/o Shareowner Services^SM, P.O. Box 64873, St. Paul, MN 55164-0873.

If you vote by telephone or Internet, please do not mail your proxy card

— Please detach here —

The Board of Directors Recommends a Vote FOR Items 1 and 2.