S-8

As filed with the Securities and Exchange Commission on October 31, 2005

Registration No. 333-________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

POLARIS INDUSTRIES INC.

(Exact name of registrant as specified in its charter)

Minnesota	41-1790959
(state or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

2100 Highway 55
Medina, Minnesota 55340
(Address, including zip code, of registrant’s principal executive offices)

POLARIS INDUSTRIES INC. 1995 STOCK OPTION PLAN
POLARIS INDUSTRIES INC. RESTRICTED STOCK PLAN
(Full title of the plans)

Michael W. Malone, Vice President-Finance,
Chief Financial Officer, and Secretary
Polaris Industries Inc.
2100 Highway 55
Medina, Minnesota 55340
(763) 542-0500
(Name, address, including zip code and telephone number, including area code, of agent for service)

Copy to:
James C. Melville
Kaplan, Strangis and Kaplan, P.A.
5500 Wells Fargo Center, 90 South Seventh Street
Minneapolis, Minnesota 55402
(612) 375-1138

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title of Securities to be	Amount to be	Offering Price per	Aggregate Offering	Amount of
Registered	Registered(1)	Share (2)	Price	Registration Fee
1995 Stock Option Plan: Common Stock, Par Value $.01(3)	2,000,000 shares	$44.81	$89,620,000	$10,548.28
Restricted Stock Plan: Common Stock, Par Value $.01(3)	250,000 shares	$44.81	$11,202,500	$1,318.54

(1)	This Registration Statement includes, in addition to the number of shares stated above, an indeterminate number of additional shares that may be issued pursuant to the provisions of the plans described herein as the result of any future stock split, stock dividend, or similar adjustment of Polaris Industries Inc.’s outstanding common stock, par value $.01 per share (the “Common Stock”) in accordance with Rule 416 under the Securities Act of 1933, as amended.
(2)	Estimated by the Registrant solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Act and is based upon the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on October 28, 2005.
(3)	Includes an equal number of preferred share purchase rights associated with our Common Stock under a Rights Agreement dated as of May 18, 2000 (“Preferred Share Purchase Rights”)

TABLE OF CONTENTS

	EXPLANATORY NOTE
	Item 8. Exhibits
SIGNATURES
INDEX TO EXHIBITS
Opinion of Kaplan, Strangis and Kaplan, P.A.
Consent of Ernst & Young LLP
Power of Attorney
1995 Stock Option Plan, as Amended and Restated
Form of Nonqualified Stock Option Agreement

EXPLANATORY NOTE

     Pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended (the “Act”), this Registration Statement is filed to register additional shares of the Common Stock of Polaris Industries Inc., a Minnesota corporation (the “Registrant”), as follows:

• 2,000,000 additional shares of Common Stock reserved for issuance upon the exercise of stock options granted under the Polaris Industries Inc. 1995 Stock Option Plan, as amended and restated (the “1995 Plan”); and

• 250,000 shares of Common Stock of the Registrant reserved for the issuance of restricted stock awards granted under the Polaris Industries Inc. Restricted Stock Plan, as amended and restated (the “Restricted Stock Plan”).

     After giving effect to stock splits pursuant to Rule 416, an aggregate of 6,200,000 shares of Common Stock under the 1995 Plan and 2,100,000 shares of Common Stock under the Restricted Stock Plan were previously registered pursuant to Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”), as follows:

• Registration Statement No. 033-60157 filed on June 12, 1995, covering 2,700,000 shares reserved for issuance under the 1995 Plan, consisting of: (i) 900,000 shares registered under the original filing, (ii) an additional 450,000 shares resulting from a 50% share dividend declared in October 1995 and (iii) an additional 1,350,000 shares resulting from a 100% share dividend declared in March 2004;

• Registration No. 333-05463 filed on June 7, 1996 covering 1,000,000 shares reserved for issuance under the Restricted Stock Plan, consisting of: (i) 500,000 shares registered under the original filing and (ii) an additional 500,000 shares resulting from a 100% share dividend declared in March 2004; and

• Registration No. 333-84478 filed on March 18, 2002 covering an additional 4,600,000 shares of Common Stock, consisting of: (i) 1,750,000 additional shares registered under the 1995 Plan and an additional 1,750,000 shares resulting from a 100% dividend declared in March 2004 and (ii) 550,000 additional shares registered under the Restricted Stock Plan and an additional 550,000 shares resulting from a 100% dividend declared in March 2004.

     These earlier Registration Statements are currently effective and the contents thereof are incorporated herein by reference.

Item 8. Exhibits.

     The following Exhibits are filed as part of this Registration Statement:

4.1 Articles of Incorporation of the Registrant, as amended, incorporated by reference to Exhibit 3.a to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003

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4.2	Bylaws of the Registrant, incorporated by reference to Exhibit 3.b to the Registrant’s Registration Statement on Form S-4 (No. 033-55769)
4.3	Specimen Stock Certificate of the Registrant, incorporated by reference to Exhibit 4 to the Registrant’s Registration Statement on Form S-4 (No. 033-55769)
4.4	Rights Agreement, dated as of May 18, 2000 between the Registrant and Norwest Bank Minnesota, N.A. (now Wells Fargo Bank, N.A.), as Rights Agent, incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A, filed on May 25, 2000
5	Opinion of Kaplan, Strangis and Kaplan, P.A.
23.1	Consent of Ernst & Young LLP
23.2	Consent of Kaplan, Strangis and Kaplan, P.A. (included in Exhibit 5)
24	Power of Attorney
99.1	Polaris Industries Inc. 1995 Stock Option Plan, as amended and restated
99.2	Form of Nonqualified Stock Option Agreement and Notice of Exercise Form
99.3	Polaris Industries Inc. Restricted Stock Plan, as amended and restated, incorporated by reference to Exhibit 10.n to the Registrant’s Current Report on Form 8-K filed on April 26, 2005
99.4	Form of Performance Restricted Share Award Agreement, incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-8 (No. 333-05463) filed on June 7, 1996

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Minneapolis, state of Minnesota, on October 31, 2005.

POLARIS INDUSTRIES INC.
By:	/s/ Thomas C. Tiller
	Thomas C. Tiller,
	Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
*	Chairman and Director	October 31, 2005
Gregory R. Palen
/s/ Thomas C. Tiller	Chief Executive Officer and	October 31, 2005
Thomas C. Tiller	Director (Principal Executive Officer)
/s/ Michael W. Malone	Vice President — Finance,	October 31, 2005
Michael W. Malone	Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)
*	Director	October 31, 2005
Andris A. Baltins
*	Director	October 31, 2005
Robert L. Caulk
*	Director	October 31, 2005
Annette K. Clayton

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Signature	Title	Date
*	Director	October 31, 2005
William E. Fruhan, Jr.
*	Director	October 31, 2005
John R. Menard, Jr.
*	Director	October 31, 2005
Stefan Pierer
*	Director	October 31, 2005
R.M. (Mark) Schreck
*	Director	October 31, 2005
Richard A. Zona

*By:	/s/ Thomas C. Tiller	October 31, 2005
	Thomas C. Tiller Attorney-in-Fact

Thomas C. Tiller, pursuant to Powers of Attorney executed by each of the officers and directors listed above whose name is marked by an “*” and filed as an exhibit hereto, by signing his name hereto does hereby sign and execute this Registration Statement of Polaris Industries Inc., or any amendment thereto, on behalf of each of such officers and directors in the capacities in which the names of each appear above.

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INDEX TO EXHIBITS

Exhibit Number	Description
4.1	Articles of Incorporation of the Registrant, as amended, incorporated by reference to Exhibit 3.a to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003
4.2	Bylaws of the Registrant, incorporated by reference to Exhibit 3.b to the Registrant’s Registration Statement on Form S-4 (No. 033-55769)
4.3	Specimen Stock Certificate of the Registrant, incorporated by reference to Exhibit 4 to the Registrant’s Registration Statement on Form S-4 (No. 033-55769)
4.4	Rights Agreement, dated as of May 18, 2000 between the Registrant and Norwest Bank Minnesota, N.A. (now Wells Fargo Bank, N.A.), as Rights Agent, incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A, filed on May 25, 2000
5	Opinion of Kaplan, Strangis and Kaplan, P.A.
23.1	Consent of Ernst & Young LLP
23.2	Consent of Kaplan, Strangis and Kaplan, P.A. (included in Exhibit 5)
24	Power of Attorney
99.1	Polaris Industries Inc. 1995 Stock Option Plan, as amended and restated
99.2	Form of Nonqualified Stock Option Agreement and Notice of Exercise Form
99.3	Polaris Industries Inc. Restricted Stock Plan, as amended and restated, incorporated by reference to Exhibit 10.n to the Registrant’s Current Report on Form 8-K filed on April 26, 2005
99.4	Form of Performance Restricted Share Award Agreement, incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-8 (No. 333-05463) filed on June 7, 1996

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EX-5

Exhibit 5

October 31, 2005

Polaris Industries Inc.
2100 Highway 55
Medina, Minnesota 55340

Re: Polaris Industries Inc.
Registration Statement on Form S-8

Ladies and Gentlemen:

     This opinion is furnished in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission by Polaris Industries Inc. (the “Company”) to register an additional 2,250,000 shares of common stock, par value $.01 per share, of the Company (the “Common Stock”), of which 2,000,000 shares are reserved for issuance upon the exercise of stock options granted under the Polaris Industries Inc. 1995 Stock Option Plan, as amended and restated (the “1995 Plan”), and 250,000 shares are reserved for issuance of restricted stock awards granted under the Polaris Industries Inc. Restricted Stock Plan, as amended and restated (the “Restricted Stock Plan,” together with the 1995 Plan collectively referred to herein as the “Plans”). These shares are in addition to the:

• 2,700,000 shares of Common Stock reserved for issuance under the 1995 Plan and registered on a currently effective Registration Statement on Form S-8 (File No. 033-60157), consisting of 900,000 shares registered under the original filing, an additional 450,000 shares resulting from a 50% share dividend declared in October 1995 and an additional 1,350,000 shares resulting from a 100% share dividend declared in March 2004;

• 1,000,000 shares of Common Stock reserved for issuance under the Restricted Stock Plan and registered on a currently effective Registration Statement on Form S-8 (File No. 333-05463), consisting of 500,000 shares registered under the original filing and an additional 500,000 shares resulting from a 100% share dividend declared in March 2004; and

• 4,600,000 shares of Common Stock registered on a currently effective Registration Statement on Form S-8 (File No. 333-84478), consisting of (a) 1,750,000 additional shares registered under the 1995 Plan and an additional 1,750,000 shares resulting from a 100% dividend declared in March 2004 and (b) 550,000 additional shares registered under the Restricted Stock Plan and an additional 550,000 shares resulting from a 100% dividend declared in March 2004.

     We have acted as counsel to the Company and, as such, have examined the Company’s Articles of Incorporation, Bylaws and such other corporate records and documents as we have considered relevant and necessary for the purpose of this opinion. We have participated in the preparation and filing of the Registration Statement. We are familiar with the proceedings taken by the Company with respect to the authorization and proposed issuance of shares of Common Stock pursuant to the Plans as contemplated by the Registration Statement.

     Based on the foregoing, we are of the opinion that the 2,250,000 shares of Common Stock that may be issued under the Plans as described in the Registration Statement have been duly authorized and, when issued pursuant to the terms of the Plans, will be validly issued, fully paid and non-assessable.

     We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement.

Sincerely,

KAPLAN, STRANGIS AND KAPLAN, P.A.

/s/Kaplan, Strangis and Kaplan, P.A.

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm in this Registration Statement on Form S-8 pertaining to the 1995 Stock Option Plan and Restricted Stock Plan of Polaris Industries Inc. and to the incorporation by reference therein to our reports dated February 21, 2005, with respect to the consolidated financial statements and schedule of Polaris Industries Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2004, Polaris Industries Inc.’s Company management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Polaris Industries Inc., filed with the Securities and Exchange Commission.

                              /s/ ERNST & YOUNG LLP

Minneapolis, Minnesota,
October 28, 2005

EX-24

Exhibit 24

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that POLARIS INDUSTRIES INC. a Minnesota corporation (the “Company”), and each of the undersigned directors of the Company, hereby constitutes and appoints Thomas C. Tiller and Michael W. Malone and each of them (with full power to each of them to act alone) its/his/her true and lawful attorney-in-fact and agent, for it/him/her and on its/his/her behalf and in its/his/her name, place and stead, in any and all capacities to sign, execute, affix its/his/her seal thereto and file a Registration Statement on Form S-8 or any other applicable form under the Securities Act of 1933 and amendments thereto, including post-effective amendments, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, relating to the proposed registration of up to 8,200,000 shares of the Company’s Common Stock, par value $.01 (“Common Stock”), issuable under the Polaris Industries Inc. 1995 Stock Option Plan, as amended and restated, and up to 2,350,000 shares of Common Stock issuable under the Polaris Industries Inc. Restricted Stock Plan, as amended and restated.

     There is hereby granted to said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in respect of the foregoing as fully as it/he/she or itself/himself/herself might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

     This Power of Attorney may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same instrument and any of the undersigned directors may execute this Power of Attorney by signing any such counterpart.

     POLARIS INDUSTRIES INC. has caused this Power of Attorney to be executed in its name by its Chief Executive Officer on the 31st day of October, 2005.

POLARIS INDUSTRIES INC.
By:	/s/ Thomas C. Tiller
	Thomas C. Tiller
	Chief Executive Officer

     The undersigned, directors of POLARIS INDUSTRIES INC., have hereunto set their hands as of the 31^st day of October, 2005.

/s/Andris A. Baltins	/s/Gregory R. Palen
Andris A. Baltins	Gregory R. Palen
/s/Robert L. Caulk	/s/Stefan Pierer
Robert L. Caulk	Stefan Pierer
/s/Annette K. Clayton	/s/R. M. (Mark) Schreck
Annette K. Clayton	R.M. (Mark) Schreck
/s/William E. Fruhan, Jr.	/s/Thomas C. Tiller
William E. Fruhan, Jr.	Thomas C. Tiller
/s/John R. Menard, Jr.	/s/Richard A. Zona
John R. Menard, Jr.	Richard A. Zona

D I R E C T O R S

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EX-99.1

Exhibit 99.1

POLARIS INDUSTRIES INC.

1995 STOCK OPTION PLAN

Amended and Restated as of January 22, 2004

1. Purpose of the Plan. The purpose of the Polaris Industries Inc. 1995 Stock Option Plan (the “PLAN”) is to promote the interest of Polaris Industries Inc. (the “COMPANY”) and its subsidiaries (the “SUBSIDIARIES”) by (i) attracting and retaining employees, consultants and independent contractors of outstanding ability, (ii) motivating employees, consultants and independent contractors, by means of performance-related incentives, to achieve longer-range performance goals and (iii) enabling employees, consultants and independent contractors to participate in the long-term growth and financial success of the Company.

2. Administration. The Plan shall be administered by the Compensation Committee (the “COMMITTEE”) of the Board of Directors of the Company (the “BOARD”). The Committee shall have the sole and absolute power, authority and discretion to interpret the Plan, to prescribe, amend and rescind rules and regulations to further the purposes of the Plan, and to make all other determinations necessary for the administration of the Plan. All such actions by the Committee shall be final and binding. To the extent permitted by law, members of the Committee shall be indemnified and held harmless by the Company with respect to any loss, cost, liability or expense that may be reasonably incurred in connection with any claim, action, suit or proceeding which arises by reason of any act or omission under the Plan so long as such act or omission is taken in good faith and within the scope of the authority delegated herein.

3. Incentive and Nonqualified Stock Options. Awards under the Plan may be in the form of stock options (“OPTIONS”) which qualify as “incentive stock options” (“INCENTIVE STOCK OPTIONS”) within the meaning of Section 422 or any successor provision of the Internal Revenue Code of 1986, as amended (the “CODE”), or stock options which do not so qualify (“NONQUALIFIED STOCK OPTIONS”). Each award of an Option shall be designated in the applicable award agreement as an Incentive Stock Option or a Nonqualified Stock Option, as appropriate.

4. Shares Subject to the Plan. Options in respect of an aggregate of up to 8,200,000 shares of the Common Stock of the Company, par value $.01 per share (the “COMMON STOCK”), as adjusted for the two-for-one split of the Company’s Common Stock to be effected on March 1, 2004, shall be available for award under the Plan. In any calendar year during the term of this Plan, no employee shall be awarded Options in respect of more than 1,200,000 shares of Common Stock. No more than 8,200,000 shares of Common Stock may be issued pursuant to Incentive Stock Option awards. If any Option shall cease to be exercisable in whole or in part for any reason, the shares which were covered by such Option but as to which the Option had not been exercised shall again be available under the Plan. Shares issuable under the Plan shall be made available from authorized and unissued or previously issued and outstanding shares of Common Stock reacquired by the Company.

5. Participants; Option Awards. The Committee shall determine and designate from time to time those employees, consultants and independent contractors of the Company and the Subsidiaries who shall be awarded Options under the Plan and the number of shares of Common Stock to be covered by each such Option. Incentive Stock Options may be awarded only to individuals who, on the date of grant, are employees of the Company or any of its Subsidiaries. In making its determinations, the Committee shall

take into account the present and potential contributions of the respective employees, consultants and independent contractors to the success of the Company and the Subsidiaries, and such other factors as the Committee shall deem relevant in connection with accomplishing the purposes of the Plan. Each Option award shall be evidenced by an award agreement in such form as the Committee shall approve from time to time.

6. Fair Market Value. For all purposes under the Plan, the term “FAIR MARKET VALUE” shall mean, as of any applicable date: (i) if the Common Stock is listed on a national securities exchange or is authorized for quotation on the National Association of Securities Dealers Inc.’s NASDAQ National Market System (“NASDAQ/NMS”), the closing price, regular way, of the Common Stock on such exchange or NASDAQ/NMS, as the case may be, or if no such reported sale of the Common Stock shall have occurred on such date, on the next preceding date on which there was such a reported sale; or (ii) if the Common Stock is not listed for trading on a national securities exchange or authorized for quotation on NASDAQ/NMS, the closing bid price as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), or if no such prices shall have been so reported for such date, on the next preceding date for which such prices were so reported; or (iii) if the Common Stock is not listed for trading on a national securities exchange or authorized for quotation on NASDAQ, the last reported bid price published in the “pink sheets” or displayed on the NASD Electronic Bulletin Board, as the case may be; or (iv) if the Common Stock is not listed for trading on a national securities exchange, or is not authorized for quotation on NASDAQ/NMS or NASDAQ, or is not published in the “pink sheets” or displayed on the NASD Electronic Bulletin Board, the Fair Market Value of the Common Stock as determined in good faith by the Committee.

7. Exercise Price. Options shall be granted at an exercise price of not less than 100% of the Fair Market Value of the underlying shares of Common Stock on the date of grant; provided, however, that Incentive Stock Options granted to a participant who at the time of such grant owns (within the meaning of Section 424(d) of the Code) more than ten percent of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporation (a “10% HOLDER”) shall be granted at an exercise price of not less 110% of the Fair Market Value of the underlying shares of Common Stock on the date of grant.

8. Option Period. The Committee shall determine the period or periods of time within which Options may be exercised by participants, in whole or in part, provided, however, that the term of an Option shall not exceed ten years from the date of grant; and provided further, however, that the term of an Incentive Stock Option granted to a 10% Holder shall not exceed five years from the date of grant.

9. Other Terms and Conditions. The Committee shall have the discretion to determine terms and conditions, consistent with this Plan, that will be applicable to Options granted hereunder. Options granted to the same or different participants, or at the same or different times, need not contain similar provisions. The aggregate Fair Market Value (determined on the date of grant) of Common Stock with respect to which Incentive Stock Options granted to a participant become exercisable for the first time in any single calendar year shall not exceed $100,000. The Committee shall have the discretion to accelerate the exercise date of an Option whenever it decides, in its absolute discretion, that such action is in the best interests of the Company and is equitable to the participant.

10. Payment for Common Stock. Full payment for shares of Common Stock purchased upon the exercise of the Option shall be made at the time the Option is exercised in whole or in part. Payment of the purchase price shall be made in cash or in such other form as the Committee may approve in the applicable award agreement, including, without limitation, payment in accordance with a cashless exercise program under which, if so instructed by the participant, shares may be issued directly to the participant’s broker or dealer upon receipt of the purchase price in cash from the broker or dealer, or by

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the delivery to the Company by the participant of (i) a full recourse promissory note containing such terms as the Committee may determine or (ii) shares of Common Stock that have been held by the participant for at least six months prior to exercise of the Option, valued at the Fair Market Value of such shares on the date of exercise; provided, however, that if payment is made pursuant to clause (i), the par value of the purchased shares shall be paid in cash. No shares of Common Stock shall be issued to the participant until such payment has been made, and a participant shall have none of the rights of a stockholder with respect to Options held except to the extent such Options have been exercised.

11. Termination of Options. Unless otherwise determined by the Committee and provided in the applicable award agreement or an amendment thereto, a participant shall be entitled to exercise the participant’s Options, to the extent such Options were exercisable on the date of termination, for a period of (a) thirty (30) days (but not after the scheduled expiration date of such Options) following the date of termination of the participant’s services for any reason other than the participant’s disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code), death or retirement on or after his normal retirement age in accordance with the Company’s retirement policy for officers and/or employees, as appropriate, and (b) one (1) year (but not after the scheduled expiration date of such Options) following the date of termination of services by reason of the participant’s disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code), death or retirement on or after his normal retirement age in accordance with the Company’s retirement policy for employees; provided, however, that an Incentive Stock Option shall not be exercisable more than three (3) months after the participant’s retirement.

12. Effect of Change in Stock Subject to the Plan. In the event of any subdivision or combination of the outstanding shares of Common Stock, stock dividend, recapitalization, reclassification of shares, sale, lease or transfer of substantially all of the assets of the Company, substantial distributions to stockholders, merger, consolidation or other corporate transactions which would result in a substantial dilution or enlargement of the rights or economic benefits inuring to participants hereunder, the Committee shall make such equitable adjustments as it may deem appropriate in the Plan and the outstanding Options, including, without limitation, any adjustment in the total number of shares of Common Stock which may thereafter be available under the Plan.

13. Nonassignability. Options shall not be transferable other than by will or the laws of descent and distribution and are exercisable during participant’s lifetime only by the participant.

14. Withholding. The Company shall have the right to deduct from all amounts paid to a participant in cash as salary, bonus or other compensation any taxes required by law to be withheld in respect of Options under this Plan. In the Committee’s discretion, a participant may be permitted to elect to have withheld from the shares otherwise issuable to the participant upon exercise of an Option, or to tender to the Company, the number of shares of Common Stock whose Fair Market Value equals the amount required to be withheld.

15. Construction of the Plan. The validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations, and rights relating to the Plan, shall be determined solely in accordance with the laws of the State of Minnesota, other than the conflict of law provisions of such laws.

16. Amendment. The Board may, by resolution, amend or revise the Plan, except that such action shall not be effective without stockholder approval if such stockholder approval is required to maintain the compliance of the Plan and/or awards granted hereunder with the deductibility limits of Section 162(m) of the Code. The Board may not alter or impair any Options previously granted under the Plan without the consent of the holders thereof, except in accordance with the provisions of Paragraph 12.

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17. Effective Date; Termination of Plan. The Plan shall become effective on the date on which it is adopted by the Board of Directors, subject to the approval of the Plan by the stockholders of the Company. The Plan shall terminate on March 15, 2010, unless it is sooner terminated by the Board. The Board may terminate the Plan at any time, in whole or in part, in its sole discretion. Termination of the Plan shall not affect Options previously granted under the Plan.

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EX-99.2

Exhibit 99.2

POLARIS INDUSTRIES INC
STOCK OPTION AGREEMENT

     [NAME]                                                                                                                                                                   SSN:

In accordance with the terms of the Polaris Industries Inc. 1995 Stock Option Plan (as amended and restated, the “Plan”), Polaris Industries Inc., as determined by and through the Stock Award Compensation Committee of the Company’s Board of Directors, hereby grants to you (the “Participant”), subject to the terms and conditions set forth in this Stock Option Agreement (including Annex A hereto and all documents incorporated herein by reference) the rights and options (the “Options”) to purchase from the Company shares of its common stock $.01 par value, as set forth below:

Number of Options Granted:	[NUMBER OF OPTIONS]
Date of Grant:	[DATE]
Option Price:	$_________
Vesting:	100% on [DATE]
Expiration Date:	Close of business on [DATE]
Exercise Period	Date of Vesting through Expiration Date

Further terms and conditions of the grant are set forth in Annex A hereto, which is an integral part of this Stock Option Agreement.

All terms, provisions and conditions applicable to the Options set forth in the Plan and not set forth herein are hereby incorporated by reference herein. To the extent any provision hereof is inconsistent with a provision of the Plan, the provisions of the Plan will govern. The Participant hereby acknowledges the receipt of a copy of this Stock Option Agreement, including Annex A hereto, and a copy of the Plan, and agrees to be bound by all the terms and provisions hereof and thereof.

IN WITNESS WHEREOF, the Company has caused this Stock Option Agreement to be executed by its Vice President-Finance, Chief Financial Officer & Secretary, and the Participant has executed this Stock Option Agreement, both as of the Date of Grant.

POLARIS INDUSTRIES INC.
 

Michael W. Malone

Vice President-Finance, Chief Financial Officer & Secretary 

Agreed:

Participant

Attachment: Annex A

ANNEX A
NONQUALIFIED STOCK OPTIONS

     I am pleased to inform you that you are the recipient of a stock option award under the Polaris Industries Inc. 1995 Stock Option Plan (as amended and restated, the “Plan”). The Board of Directors and the shareholders of Polaris Industries Inc. (“the Company”) adopted and approved the Plan for the purposes of (i) attracting and retaining employees of outstanding ability; (ii) motivating employees, by means of performance-related incentives, to achieve longer-range performance goals; and (iii) enabling employees to participate in the long-term growth and financial success of the Company.

     This stock option award was approved by the Compensation Committee of the Board of Directors of the Company (the “Committee”). Section 5 of the Plan provides that all awards under the Plan be made pursuant to an award agreement between the recipient and the Company. This Annex A, together with the cover sheet hereto, sets forth a Stock Option Agreement (“Agreement”) to confirm and formalize your agreement with the Company with respect to your stock option award and is entered into under and pursuant to all of the terms and provisions of the Plan. In conformity with the Plan, you and the Company agree as follows:

1.	Subject to the terms and conditions of this Agreement and the Plan, the Company hereby grants to you the right and option to purchase from the Company up to, but not exceeding in the aggregate, the number of shares of the Common Stock, par value $.01 per share (“Common Stock”) set forth on the cover sheet to this Agreement, of the Company (the “Options”), at an exercise price of $_____  per share (the “Exercise Price”) and for the period (the “Option Term”) beginning on [DATE] (the “Date of Grant”) and ending on [DATE]. The Exercise Price set forth herein equals the Fair Market Value, as defined in the Plan, on the Date of Grant, of the shares of Common Stock subject to the Option.
2.	This Agreement grants to you nonqualified stock options.
3.	The Options granted to you hereunder shall become exercisable (“vest”) on the third anniversary of the Date of Grant. Once Options have vested, they may be exercised, in whole or in part, at any time and from time to time during the Option Term.
	Notwithstanding the foregoing, the Options shall vest and become immediately exercisable upon a “Change in Control” of the Company. A “Change in Control” shall be deemed to have occurred if:

     (a) Any election has occurred of persons to the Board of Directors of the Company (the “Board”) that causes at least one-half of the Board to consist of persons other than (x) persons who were members of the Board on January 1, 2005 and (y) persons who were nominated for election by the Board as members of the Board at a time when more than one-half of the members of the Board consisted of persons who were members of the Board on January 1, 2005; provided, however, that any person nominated for election by the Board at a time when at least one-half of the members of the Board were persons described in clauses (x) and/or (y) or by persons who were themselves nominated by such Board shall, for this purpose, be deemed to have been nominated by a Board composed of persons described in clause (x) (persons described or deemed described in clauses (x) and/or (y) are referred to herein as “Incumbent Directors”); or

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     (b) The acquisition in one or more transactions, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a number of Company Voting Securities equal to or greater than 35% of the Company Voting Securities unless such acquisition has been designated by the Incumbent Directors as an acquisition not constituting a Change in Control for purposes hereof; or

     (c) Any of the following: (x) a liquidation or dissolution of the Company; (y) a reorganization, merger or consolidation of the Company unless, following such reorganization, merger or consolidation, (A) the Company is the surviving entity resulting from such reorganization, merger or consolidation or (B) at least one-half of the Board of Directors of the entity resulting from such reorganization, merger or consolidation consists of Incumbent Directors; or (z) a sale or other disposition of all or substantially all of the assets of the Company unless, following such sale or disposition, at least one-half of the Board of Directors of the transferee consists of Incumbent Directors.

	As used herein, “Company Voting Securities” means the combined voting power of all outstanding voting securities of the Company entitled to vote generally in the election of the Board.
4.	You may exercise the Options by delivering to the Company a Notice of Exercise of Stock Options, in the form set forth as Exhibit A hereto, together with (i) a check payable to the order of the Company and/or (ii) shares of Common Stock that you have held for at least six months prior to the date of exercise, with a stock power executed in blank, equal in value to the Exercise Price of the shares of Common Stock being purchased. Shares of Common Stock surrendered in exercise of an Option shall be valued at their Fair Market Value, as such term is defined in the Plan, on the date of exercise. With the approval of, and under the terms and conditions specified by, the Committee, you also may exercise the Options in accordance with a cashless exercise program through an approved broker or dealer.
5.	The Company will notify you of the amount of withholding tax, if any, that must be paid under federal and, where applicable, state and local law in connection with the exercise of an Option or the sale of the subject shares of Common Stock. The Company may deduct such amount from your regular salary payments or other compensation otherwise due and owing to you. If the full amount of the withholding tax cannot be recovered in this manner, you must, promptly upon the receipt of such notice, remit the deficiency to the Company. In the Committee’s discretion, you may be permitted to elect to have withheld from shares otherwise issuable to you upon exercise of Options, or to tender to the Company, a number of shares of Common Stock whose Fair Market Value, as such term is defined in the Plan, on the date of exercise equals the amount required to be withheld.
6.	If your employment by the Company terminates for any reason other than disability (within the meaning of Code Section 22(e)(3)), death, or retirement on or after normal retirement age in accordance with the applicable retirement policy of the Company, all Options that have not yet been exercised on the date of termination shall continue to be exercisable, to the extent they were exercisable on the date of termination, for a period of

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	thirty (30) days after such date, but not after the expiration of the Option Term. All Options shall continue to be exercisable, to the extent they were exercisable on the date of termination, for a period of one year following the date of termination of employment by reason of your disability (within the meaning of Code Section 22(e)(3)), death or retirement on or after normal retirement age in accordance with the applicable retirement policy of the Company but not after the expiration of the Option Term.
7.	In the event of any subdivision or combination of the outstanding shares of Common Stock, stock dividend, recapitalization, reclassification of shares, sale, lease or transfer of substantially all of the assets of the Company, substantial distributions to stockholders, merger, consolidation or other corporate transactions that would result in a substantial dilution or enlargement of the rights or economic benefits inuring to you under the Plan, the Committee shall make such equitable adjustments as it may deem appropriate in the Options granted in this Agreement. Any such determination by the Committee shall be final and binding on you.
8.	Nothing contained in this Agreement or in the Plan shall be deemed to confer upon you any right to prevent or to approve or vote upon any of the corporate actions described in Section 7. The existence of the Options granted in this Agreement shall not affect in any way the right or the power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
9.	Whenever you are referred to in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom Options may be transferred by will or by the laws of descent and distribution, such references will be deemed to include such person or persons.
10.	You may not transfer the Options granted under this Agreement otherwise than by will or the laws of descent and distribution and only you may exercise the Options during your lifetime. No assignment or transfer of the Options granted under this Agreement, or of the rights represented thereby, whether voluntary or involuntary, by the operation of law or otherwise (except by will or the laws of descent and distribution), shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon any such assignment or transfer the Options shall terminate and become of no further effect.
11.	You shall not be deemed for any purpose to be a stockholder of the Company in respect of shares as to which the Options have not been exercised as provided in this Agreement.
12.	Nothing in this Agreement or the Plan shall confer upon you any right to continue in the employ of the Company or shall affect the right of the Company to terminate your employment with or without cause.

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13.	Notwithstanding any other provision of this Agreement to the contrary, you hereby agree that you will not exercise the Options granted under this Agreement, and that the Company will not be obligated to issue any shares to you under this Agreement, if the exercise of such Options or the issuance of such shares shall constitute a violation by you or the Company of any provision of any law or regulation of any governmental authority. Any determination in this connection by the Company shall be final and binding. The Company shall in no event be obligated to register any securities pursuant to the Securities Act of 1933 (as the same shall be in effect from time to time) or to take any other affirmative action in order to cause the exercise of the Options or the issuance of the shares pursuant thereto to comply with any law or regulation of any governmental authority.
14.	No amounts of income received by you pursuant to this Agreement shall be considered compensation for purposes of any pension or retirement plan, insurance plan or any other employee benefit plan of the Company unless otherwise provided in such plan.
15.	Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided, however, that unless and until some other address be so designated, all notices or communications by you to the Company shall be mailed or delivered to the Company at its office at 2100 Highway 55, Medina, Minnesota 55340, and all notices or communications by the Company to you may be given to you personally or may be mailed to you at the address indicated in the Company’s records as your most recent mailing address.
16.	This Agreement shall be construed, governed, and interpreted under the laws of the State of Minnesota, except the conflicts of laws provisions thereof.
17.	This Agreement embodies the entire understanding of the parties hereof, and supersedes all other oral or written agreements or understandings between you and the Company regarding the subject matter hereof. No change, alteration or modification hereof may be made except in a writing, signed by each of the parties hereto.
18.	If any provision of this Agreement or the application of any provision hereof is declared to be illegal, invalid, or otherwise unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby.
19.	This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and your heirs and personal representatives.

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EXHIBIT A

NOTICE OF EXERCISE OF STOCK OPTIONS

     Pursuant to the provisions of the Stock Option Agreement entered into as of [DATE] between Polaris Industries Inc. (the “Company”) and me (the “Agreement”), I hereby exercise the nonqualified stock options granted under the terms of the Agreement to the extent of ___shares of the Common Stock of the Company. I deliver to the Company herewith the following in payment for such shares:

§	$_______in cash
§	Stock certificates for ______shares of Common Stock held for at least six months
§	Other consideration: ______(i.e. cashless exercise, if approved by the Company)

Date:                     

Optionee (Print Name)

Signature

Address

Social Security Number

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