Form of Executive Stock Option Agreements

EXECUTIVE NONQUALIFIED STOCK OPTION AGREEMENT


Wabash National Corporation, a Delaware corporation (the "Company"), hereby grants an option to purchase shares of its common stock, $.01 par value, (the "Stock") to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the Company's 2004 Stock Incentive Plan (the "Plan").


Grant Date:_____________________________________________________________________


Name of Optionee:_______________________________________________________________


Optionee's Social Security Number: _____-____-_____ (please fill in)


Number of Shares Covered by Option:_____________________________________________


Option Price per Share: $___________________


Vesting Start Date:_____________________________________________________________


BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLAN, A COPY OF WHICH IS AVAILABLE ON REQUEST. YOU AGREE THAT THE PLAN WILL CONTROL IN THE EVENT ANY PROVISION OF THIS AGREEMENT SHOULD APPEAR TO BE INCONSISTENT.


Optionee:_______________________________________________________________________
(Signature)


Company:________________________________________________________________________
(Signature)


Printed:________________________________________________________________


Title:__________________________________________________________________


Attachment


This is not a stock certificate or a negotiable instrument.


WABASH NATIONAL CORPORATION
2004 STOCK INCENTIVE PLAN


EXECUTIVE NONQUALIFIED STOCK OPTION AGREEMENT


NONQUALIFIED STOCK This option is not intended to be an incentive stock OPTION option under Section 422 of the Internal Revenue
Code, and it will be interpreted accordingly.


VESTING This option is only exercisable before it expires and
then only with respect to the vested portion of the
option. Subject to the preceding sentence, you may
exercise this option, in whole or in part, to
purchase a whole number of vested shares not less
than 100 shares, unless the number of shares
purchased is the total number available for purchase
under the option, by following the procedures set
forth in the Plan and below in this Agreement.


Your right to purchase shares of Stock under this
option vests as to:


-- one-third (1/3) of the total number of shares
covered by this option, as shown on the cover sheet
(the "Option Shares"), on the first anniversary of
the Vesting Start Date ("Anniversary Date"), provided
you then continue in Service.


-- provided you then continue in Service, one-third
(1/3) of the Option Shares shall vest on the second
Anniversary Date.


-- provided you then continue in Service, one-third
(1/3) of the Option Shares shall vest on the third
Anniversary Date.


Notwithstanding the vesting schedules set forth in
the preceding three subparagraphs, 100% of the Option
Shares shall become vested upon your termination by
the Company without cause (as defined in Section ___
of your Employment Agreement ("Cause")) or for good
reason (as defined in Section ___ of your Employment
Agreement ("Good Reason")) within 180 days following
a change of control pursuant to Section ___ of your
employment agreement with the Company dated
___________________ (the "Employment Agreement").


The resulting aggregate number of vested shares will
be rounded to the nearest whole number, and you
cannot vest in more than the number of shares covered
by this option.


TERM Your option will expire in any event at the close of
business at Company headquarters on the day before
the 10th anniversary of the Grant Date, as shown on
the cover sheet. Your option will expire


earlier if your Service terminates, as described
below.


REGULAR TERMINATION If your Service terminates for any reason, other than
Death, Disability, Retirement, a Change in Control or
Termination by the Company with or without Cause,
then your option will expire at the close of business
at Company headquarters on the 90th day after your
termination date. Any and all unvested options are
forfeited as of your date of termination.


TERMINATION WITHOUT If your service is terminated by the Company without CAUSE OR FOR GOOD REASON Cause or because you terminate your employment with
the Company for Good Reason, then your vested options
shall expire at the close of business thirty six (36)
months after your termination date. Any and all
unvested options are forfeited as of your date of
termination.


TERMINATION FOR CAUSE If your Service is terminated by the Company for
Cause, then you shall immediately forfeit all rights
to your option and the option shall immediately
expire.


DEATH If your Service terminates because of your death,
then your option will expire at the close of business
at Company headquarters on the date 36 months after
the date of death. During that 36 month period, your
estate or heirs may exercise the vested portion of
your option.


IN ADDITION, IF YOU DIE DURING THE 90 DAY PERIOD
DESCRIBED IN CONNECTION WITH ANY TERMINATION OF YOUR
EMPLOYMENT OTHER THAN FOR CAUSE, AND A VESTED PORTION
O ...