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Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each of the undersigned directors of The Toro
Company ("Toro"), a Delaware corporation, hereby constitutes and appoints
Kendrick B. Melrose, Stephen P. Wolfe and J. Lawrence McIntyre, and any one of
them, as such director's true and lawful attorney-in-fact and agent, each with
full power and authority to act as such without the other, each with full powers
of substitution and resubstitution, for such director and in such director's
name, place and stead, in any and all capacities, to sign a registration
statement on Form S-3 relating to the registration under the Securities Act of
1933 of not more than thirty-four thousand (34,000) shares of Toro common stock,
par value $1.00 per share (with related rights to purchase shares of Toro Series
B Junior Participating Voting Preferred Stock), and to sign his name to any and
all amendments (including post-effective amendments) to such registration
statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission. Each of
the undersigned hereby grants unto said attorney-in-fact and agent full power
and authority to do and to perform each and every act and thing necessary to be
done in and about the premises, as fully to all intents and purposes as such
director might or could do in person, and hereby ratifies and confirms all that
said attorney-in-fact and agent or his substitute or substitutes may lawfully do
or cause to be done by virtue thereof.
IN WITNESS WHEREOF, each of the undersigned has affixed his or her
signature this 27th day of September, 2000.
/s/ Ronald O. Baukol /s/ Robert H. Nassau
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Ronald O. Baukol Robert H. Nassau
/s/ Robert C. Buhrmaster /s/ Dale R. Olseth
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Robert C. Buhrmaster Dale R. Olseth
/s/ Winslow H. Buxton /s/ Gregg W. Steinhafel
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Winslow H. Buxton Gregg W. Steinhafel
/s/ Janet K. Cooper /s/ Christopher A. Twomey
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Janet K. Cooper Christopher A. Twomey
/s/ Edwin H. Wingate
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Katherine J. Harless Edwin H. Wingate
/s/ Kendrick B. Melrose
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Kendrick B. Melrose
