Common use of SPECIAL DISTRIBUTION AND PAYMENT REQUIREMENTS Clause in Contracts

SPECIAL DISTRIBUTION AND PAYMENT REQUIREMENTS. Unless the Participant elects in writing to have the Trustee apply other distribution provisions of the Plan, or unless other distribution provisions of the Plan require earlier distribution of the Participant's Accrued Benefit, the Trustee must distribute the Participant's vested Accrued Benefit (the "Eligible Portion") no later than the time prescribed by this Section 6.05, irrespective of any other provision of the Plan. The distribution provisions of this Section 6.05 are subject to the consent and form of distribution requirements of Articles V and VI of the Plan. (a) If the Participant separates from Service by reason of the attainment of Normal Retirement Age, death, or disability, the Advisory Committee will direct the Trustee to commence distribution of the Participant's Eligible Portion not later than one year after the close of the Plan Year in which that event occurs. (b) If the Participant separates from Service for any reason other than by reason of the attainment of Normal Retirement Age, death or disability, the Advisory Committee will direct the Trustee to commence distribution of the Participant's Eligible Portion not later than one year after the close of the fifth Plan Year following the Plan Year in which the Participant separates from Service. If the Participant resumes employment with an Employer on or before the last day of the fifth Plan Year following the Plan Year of his Separation from Service, the distribution provisions of this paragraph (b) do not apply. For purposes of this Section 6.05, Eligible Portion does not include any Employer Securities acquired with the proceeds of an Exempt Loan until the close of the Plan Year in which the borrower repays the Exempt Loan in full. Notwithstanding anything else in this Plan, unless the Participant otherwise elects, the distribution of the Participant's Accrued Benefit will be in substantially equal periodic payment (not less frequently than annually) over a period not longer than the greater of: (a) Five years, or (b) In the case of a Participant with an Accrued Benefit in excess of Five Hundred Thousand Dollars ($500,000) (or beginning January 1, 1990, such larger amount as the Commissioner of Internal Revenue shall prescribe), five (5) years plus one (1) additional year (not more than five (5) additional years) for each One Hundred Thousand Dollars ($100,000) (or beginning January 1, 1990, such larger amount as the Commissioner of Internal Revenue shall prescribe) or fraction thereof by which such balance exceeds $500,000. The foregoing provisions of this paragraph shall not be construed so as to preclude the distribution of a Participant's Accrued Benefit in the form of a single lump-sum payment.

SPECIAL DISTRIBUTION AND PAYMENT REQUIREMENTS. Unless the Participant elects in writing to have the Trustee apply other distribution provisions of the Plan, or unless other distribution provisions of the Plan require earlier distribution of the Participant's Accrued Benefit, the Trustee must distribute the portion of the Participant's vested Accrued Benefit attributable to Employer Securities (the "Eligible Portion") no later than the time prescribed by this Section 6.05, irrespective of any other provision provisions of the Plan. The distribution provisions of this Section 6.05 are subject to the consent and form of distribution requirements of Articles V and VI of the Plan. (a) If the Participant separates from Service by reason of the attainment of Normal Retirement Age, death, or disability, the Advisory Committee will direct the Trustee to commence distribution of the Participant's Eligible Portion not later than one year after the close of the Plan Year in which that the applicable event occurs. (b) If the Participant separates from Service for any reason other than by reason of the attainment of Normal Retirement Age, death or disability, the Advisory Committee will direct the Trustee to commence distribution of the Participant's Eligible Portion not later than one year after the close of the fifth Plan Year following the Plan Year in which the Participant separates separated from Service. If the Participant resumes employment with an the Employer on or before the last day of the fifth Plan Year following the Plan Year of his Separation separation from Service, the mandatory distribution provisions of this paragraph (b) do not apply. For purposes of this Section 6.05, Eligible Portion does Employer Securities do not include any Employer Securities acquired with the proceeds of an Exempt Loan until the close of the Plan Year in which the borrower repays the Exempt Loan in full. Notwithstanding anything else in PERIOD OF PAYMENT. The Advisory Committee will direct the Trustee to make distributions required under this Plan, Section 6.05 over a period not exceeding five years unless the Participant otherwise electselects under the other distributions provisions of the Plan. If a Participant's Eligible Portion exceeds $500,000.00, the distribution of maximum payment period, subject to a contrary election by the Participant's Accrued Benefit will be in substantially equal periodic payment (not less frequently than annually) over a period not longer than the greater of: (a) Five years, or (b) In the case of a Participant with an Accrued Benefit in excess of Five Hundred Thousand Dollars ($500,000) (or beginning January 1, 1990, such larger amount as the Commissioner of Internal Revenue shall prescribe), is five (5) years plus one (1) additional year (not but no more than five (5) additional years) for each One Hundred Thousand Dollars ($100,000) 100.00 (or beginning January 1, 1990, such larger amount as the Commissioner fraction of Internal Revenue shall prescribe$100,000.00) or fraction thereof by which such balance the Eligible Portion exceeds $500,000500,000.00. The foregoing provisions Advisory Committee will apply this Section 6.05 by adjusting the $500,000.00 and $100,000.00 limitations by the adjustment factor prescribed by the Secretary of this paragraph shall not be construed so as to preclude the Treasury under Code ss.415(d). In no event will the distribution period exceed the period permitted under Section 6.02 of a Participant's Accrued Benefit in the form Plan." 20. There is hereby added to Article VI of a single lump-sum payment.the Trust Agreement, the following new Section 6.07, which reads as follows:

SPECIAL DISTRIBUTION AND PAYMENT REQUIREMENTS. Unless the Participant elects in writing to have the Trustee apply any other distribution provisions of the PlanPlan that may exist from time to time, or unless other distribution provisions of the Plan require earlier distribution of the Participant's Accrued Benefit, the Trustee must distribute the Participant's vested Accrued Benefit reduced by Leveraged Employer Securities as described below in this Section (the "Eligible Portion") no later than the time prescribed by this Section 6.05, irrespective of any other provision of the Plan. The distribution provisions of this Section 6.05 are subject to the consent and form of distribution requirements of Articles V and VI of the Plan. (a) If the Participant separates from Service by reason of the attainment of Normal Retirement Age, death, or disability, the Advisory Committee will direct the Trustee to commence distribution of the Participant's Eligible Portion not later than one year after the close of the Plan Year in which that the applicable event occurs. (b) If the Participant separates from Service for any reason other than by reason of the attainment of Normal Retirement Age, death or disability, the Advisory Committee will direct the Trustee to commence distribution of the Participant's Eligible Portion not later than one year after the close of the fifth Plan Year following the Plan Year in which the Participant separates separated from Service. If the Participant resumes employment with an the Employer on or before the last day of the fifth Plan Year following the Plan Year of his Separation separation from Service, the mandatory distribution provisions of this paragraph (b) do not apply. For purposes of this Section 6.05, the Eligible Portion does not include any Leveraged Employer Securities acquired with the proceeds of an Exempt Loan until the close of the Plan Year in which the borrower repays the Exempt Loan in full. Notwithstanding anything else in Period of Payment. The Advisory Committee will direct the Trustee to make distributions required under this Plan, Section 6.05 over a period not exceeding five years unless the Participant otherwise electselects under the other distributions provisions of the Plan. If a Participant's Eligible Portion exceeds $500,000, the distribution of maximum payment period, subject to a contrary election by the Participant's Accrued Benefit will be in substantially equal periodic payment (not less frequently than annually) over a period not longer than the greater of: (a) Five years, or (b) In the case of a Participant with an Accrued Benefit in excess of Five Hundred Thousand Dollars ($500,000) (or beginning January 1, 1990, such larger amount as the Commissioner of Internal Revenue shall prescribe), is five (5) years plus one (1) additional year (not but no more than five (5) additional years) for each One Hundred Thousand Dollars $100,00 (or fraction of $100,000) (or beginning January 1, 1990, such larger amount as the Commissioner of Internal Revenue shall prescribe) or fraction thereof by which such balance the Eligible Portion exceeds $500,000. The foregoing provisions Advisory Committee will apply this Section 6.05 by adjusting the $500,000 and $100,000 limitations by the adjustment factor prescribed by the Secretary of this paragraph shall not be construed so as to preclude the Treasury under Code Section 415(d). In no event will the distribution period exceed the period permitted under Section 6.02 of a Participant's Accrued Benefit in the form of a single lump-sum paymentPlan.

SPECIAL DISTRIBUTION AND PAYMENT REQUIREMENTS. Unless the Participant elects in writing (a) Pursuant to have the Trustee apply other distribution provisions Section 409(o) of the Plan, or unless other distribution provisions of the Plan require earlier distribution of the Participant's Accrued Benefit, the Trustee must distribute the Participant's vested Accrued Benefit (the "Eligible Portion") no later than the time prescribed by this Section 6.05, irrespective of Code and notwithstanding any other provision of the Plan. The distribution , other than such provisions of this Section 6.05 are subject to as require the consent and form of distribution requirements of Articles V and VI of the Plan.Participant to a distribution because the Participant’s Vested Share exceeds $1,000, a Participant may elect to have the portion of the Participant’s ESOP Accounts attributable to Toro Common Stock acquired by the Plan after December 31, 1986, distributed as follows: (a1) If the Participant separates from incurs a Termination of Service by reason of the attainment of the Participant’s Normal Retirement AgeDate under the Plan, death, death or disabilityDisability, the Advisory Committee will direct the Trustee to commence distribution of such portion of the Participant's Eligible Portion ’s account balance will begin not later than one year after the close of the Plan Year in which that such event occursoccurs unless the Participant otherwise elects under the provisions of the Plan other than this Section 7.8. (b2) If the Participant separates from incurs a Termination of Service for any reason other than those enumerated in paragraph (1) above, and is not reemployed by reason the Employer at the end of the attainment fifth Plan Year following the Plan Year of Normal Retirement Agesuch Termination of Service, death or disability, the Advisory Committee will direct the Trustee to commence distribution of such portion of the Participant's Eligible Portion ’s account balance will begin not later than one year after the close of the fifth Plan Year following the Plan Year in which the Participant separates from Service. incurred a Termination of Service unless the Participant otherwise elects under the provisions of this Plan other than this Section 7.8. (3) If the Participant resumes employment with an incurs a Termination of Service for a reason other than those described in paragraph (1) above, and is employed by the Employer on or before as of the last day of the fifth Plan Year following the Plan Year of his Separation from such Termination of Service, distribution to the distribution provisions Participant, prior to any subsequent Termination of Service, shall be in accordance with terms of the Plan other than this paragraph (b) do not applySection 7.8. For purposes of this Section 6.057.8, Eligible Portion does Toro Common Stock shall not include any Employer Securities Toro Common Stock acquired with the proceeds of an Exempt Loan a loan described in Section 404(a)(9) of the Code until the close of the Plan Year in which the borrower repays the Exempt Loan such loan is repaid in full. Notwithstanding anything else . (b) Distributions required under Section 7.8 shall be made in this Plan, substantially equal annual payments over a period of five years unless the Participant otherwise elects, elects under provisions of this Plan other than this Section 7.8. In no event shall such distribution period exceed the distribution period permitted under Section 7.3 and Section 401(a)(9) of the Code. Notwithstanding the provisions in this subsection to the contrary, effective for distributions attributable to stock acquired after December 31, 1986, if the fair market value of a Participant's Accrued Benefit will ’s account attributable to Toro Common Stock is in excess of $500,000 (as adjusted in the same manner and at the same time as under Section 415(d) of the Code) as of the date distribution is required to begin under Section 7.8, distributions required under Section 7.8 shall be made in substantially equal periodic payment (not less frequently than annually) annual payments over a period not longer than the greater of: (a) Five years, or (b) In the case of a Participant with an Accrued Benefit in excess of Five Hundred Thousand Dollars ($500,000) (or beginning January 1, 1990, such larger amount as the Commissioner of Internal Revenue shall prescribe), five (5) years plus an additional one (1) additional year (not more than up to an additional five (5) additional years) for each One Hundred Thousand Dollars ($100,000) (or beginning January 1100,000 increment, 1990, such larger amount as the Commissioner of Internal Revenue shall prescribe) or fraction thereof of such increment, by which such balance the value of the Participant’s account exceeds $500,000. The foregoing , unless the Participant otherwise elects under the provisions of the Plan other than this paragraph Section 7.8(b). In no event shall not be construed so as to preclude such distribution period exceed the distribution period permitted under Section 401(a)(9) of the Code. (c) If the portion of a Participant's Accrued Benefit in ’s account balance attributable to Toro Common Stock which was acquired by the form of Plan after December 31, 1986 has not been separately accounted for, the Administrator shall select a single lump-sum paymentmethod for identifying that portion.

SPECIAL DISTRIBUTION AND PAYMENT REQUIREMENTS. Unless the Participant elects in writing to have the Trustee apply other distribution provisions of the Plan, or unless other distribution provisions of the Plan require earlier distribution of the Participant's Accrued Benefit, the Trustee must distribute the portion of the Participant's vested Accrued Benefit attributable to Employer Securities (the "Eligible Portion") no later than the time prescribed by this Section 6.05, irrespective of any other provision of the Plan. The distribution provisions of this Section 6.05 are subject to the consent and form of distribution other requirements of Articles V and VI of the Plan. But, for purposes of this Section 6.05, Employer Securities do not include any Employer Securities acquired with the proceeds of an Exempt Loan until the close of the Plan Year in which the borrower repays the Exempt Loan in full. (a) If the Participant separates from Service by reason of the attainment of Normal Retirement Age, death, or disability, the Advisory Committee will direct the Trustee to commence distribution of the Participant's Eligible Portion not later than one year after the close of the Plan Year in which that the applicable event occurs. (b) If the Participant separates from Service for any reason other than by reason of the attainment of Normal Retirement Age, death or disability, the Advisory Committee will direct the Trustee to commence distribution of for the Participant's Eligible Portion not later than one year after the close of the fifth Plan Year following the Plan Year year in which the Participant separates separated from Service. If the Participant resumes employment with an the Employer on or before the last day of the fifth Plan Year year following the Plan Year year of his Separation separation from Service, the mandatory distribution provisions of this paragraph (b) do not apply. For purposes of . (c) The Advisory Committee will direct the Trustee to make distributions required under this Section 6.05, Eligible Portion does not include any Employer Securities acquired with the proceeds of an Exempt Loan until the close of the Plan Year in which the borrower repays the Exempt Loan in full. Notwithstanding anything else in this Plan, unless the Participant otherwise elects, the distribution of the Participant's Accrued Benefit will be in substantially equal periodic payment (not less frequently than annually) 6.05 over a period not longer than the greater of: (a) Five exceeding five years, or (b) In the case of . If a Participant with an Accrued Benefit in excess of Five Hundred Thousand Dollars (Participant's Eligible Portion exceeds $500,000) (or beginning January 1, 1990the maximum payment period, such larger amount as subject to a contrary election by the Commissioner of Internal Revenue shall prescribe)Participant for a longer payment period, is five (5) years plus one (1) additional year (not but no more than five (5) additional years) for each One Hundred Thousand Dollars $100,000 (or fraction of $100,000) (or beginning January 1, 1990, such larger amount as the Commissioner of Internal Revenue shall prescribe) or fraction thereof by which such balance the Eligible Portion exceeds $500,000, as indexed by the applicable cost of living adjustment. The foregoing provisions Advisory Committee will apply this Section 6.05 by adjusting the $500,000 and $100,000 limitations by the adjustment factor prescribed by the Secretary of this paragraph shall not be construed so as to preclude the Treasury under Code (S)415(d). In no event will the distribution period exceed the period permitted under Section 6.02 of a Participant's Accrued Benefit in the form of a single lump-sum paymentPlan.

SPECIAL DISTRIBUTION AND PAYMENT REQUIREMENTS. Unless the Participant elects in writing to have the Trustee apply other distribution provisions of the Plan, or unless other distribution provisions of the Plan require earlier distribution of the Participant's Accrued BenefitBenefit attributable to his ESOP Account, the Trustee must distribute the portion of the Participant's vested Accrued Benefit (the "Eligible Portion") attributable to his ESOP Account no later than the time prescribed by this Section 6.0518.04, irrespective of any other provision of the Plan. The distribution provisions of this Section 6.05 18.04 are subject to the consent and form of distribution requirements of Articles V and Article VI of the Plan. (a) If the Participant separates from Service by reason of the attainment of Normal Retirement Age, death, or disability, the Applicable Advisory Committee will direct the Trustee to commence distribution of the Participant's Eligible Portion ESOP Account not later than one year after the close of the Plan Year in which that event occurs. (b) If the Participant separates from Service for any reason other than by reason of the attainment of Normal Retirement Age, death or disability, the Applicable Advisory Committee will direct the Trustee to commence distribution of the Participant's Eligible Portion ESOP Account not later than one year after the close of the fifth Plan Year following the Plan Year in which the Participant separates from Service. If the Participant resumes employment with an Employer on or before the last day of the fifth Plan Year following the Plan Year of his Separation from Service, the distribution provisions of this paragraph (b) do not apply. For purposes of this Section 6.05, Eligible Portion does not include any Employer Securities acquired with the proceeds of an Exempt Loan until the close of the Plan Year in which the borrower repays the Exempt Loan in full. Notwithstanding anything else in this Plan, unless the Participant otherwise elects, the distribution of the Participant's Accrued Benefit attributable to his ESOP Account will be in substantially equal periodic payment payments (not less frequently than annually) over a period not longer than the greater of: (a) Five years, or (b) In the case of a Participant with an Accrued Benefit attributable to his ESOP Account in excess of Five Hundred Thousand Dollars ($500,000) (or beginning January 1l, 1990, such larger amount as the Commissioner of Internal Revenue shall prescribe), five (5) years plus one (1) additional year (not more than five (5) additional years) for each One Hundred Thousand Dollars ($100,000) (or beginning January 1, 1990, such larger amount as the Commissioner of Internal Revenue shall prescribe) or fraction thereof by which such balance exceeds $500,000. The foregoing provisions of this paragraph shall not be construed so as to preclude the distribution of a Participant's Accrued Benefit attributable to his ESOP Account in the form of a single lump-sum payment.