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Agreement#: AG-544769
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Chief Operating Officer Employment Agreement

Exhibit 10.39

October 14, 2004

Michael J. Hoffman

Dear Mike:

It is with great pleasure that I am able to offer you the position of President &
Chief Operating Officer of The Toro Company.

On October 14, 2004, The Toro Board of Directors elected you into this position with the expectation that sometime during F' 05 you will replace me as Chief Executive Officer.

The following confirms the terms and conditions of this offer: Title: President & Chief Operating Officer (COO)
Effective Date: October 18, 2004

Board Status:
In your role as COO you will not be a member of
The Toro Board of Directors, but you will work
closely with me on all Board matters and will
attend all Board meetings. It is expec ...

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