X0202 3 2006-07-31 0 0000098752 TOROTEL INC TTLO 0000098752 TOROTEL INC 8902 CLUBSIDE CIRCLE WICHITA KS 67206-4040 0 0 0 1 Executive Vice President Common Stock 200000 D These shares are restricted securities and subject to certain conditions under a Restricted Stock Agreement dated July 31, 2006. These shares are subject to a risk of forfeiture and cannot be sold, donated, transferred or in any other manner encumbered except in accordance with the terms of such agreement. Based upon Employee attaining mutually agreed upon written annual goals, the Restricted Shares shall be released from the restrictions on transfer and risk of forfeiture Forty Thousand (40,000) Shares per Year for Five (5) years beginning July 31, 2007 and each anniversary thereof. /s/ Benjamin E. Ames, Jr. 2006-08-07