Form of Executive Restricted Stock Agreements

WABASH NATIONAL CORPORATION
2004 STOCK INCENTIVE PLAN


EXECUTIVE RESTRICTED STOCK AGREEMENT


Wabash National Corporation, a Delaware corporation (the "Company"), hereby grants shares of its common stock, $.01 par value, (the "Stock") to the Grantee named below, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant 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 Grantee:________________________________________________________________


Grantee's Social Security Number: _______-____-_______ (please fill in)


Number of Shares of Stock Covered by Grant:_____________________________________


Purchase Price per Share of Stock: $______________________________


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 ALSO ATTACHED. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY REVIEWED THE PLAN, AND AGREE THAT THE PLAN WILL CONTROL IN THE EVENT ANY PROVISION OF THIS AGREEMENT SHOULD APPEAR TO BE INCONSISTENT.


Grantee:________________________________________________________________________
(Signature)


Company:________________________________________________________________________
(Signature)


Printed:________________________________________________________________


Title:__________________________________________________________________


Attachment


This is not a stock certificate or a negotiable instrument.


WABASH NATIONAL CORPORATION
2004 STOCK INCENTIVE PLAN


EXECUTIVE RESTRICTED STOCK AGREEMENT


RESTRICTED STOCK/ This grant is an award of Stock in the number of NONTRANSFERABILITY shares set forth on the cover sheet, at the purchase
price set forth on the cover sheet, and subject to
the vesting conditions described below ("Restricted
Stock"). The purchase price for the Restricted Stock
is deemed paid by your services to the Company. To
the extent not yet vested, your Restricted Stock may
not be transferred, assigned, pledged or
hypothecated, whether by operation of law or
otherwise, nor may the Restricted Stock be made
subject to execution, attachment or similar process.


ISSUANCE AND VESTING The Company will issue your Restricted Stock in your
name as of the Grant Date.


Your rights to the shares of Stock under
this grant vest as to:


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


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


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


Notwithstanding the vesting schedule set forth in the
preceding three subparagraphs, 100% of the shares
shall become vested upon your termination by the
Company with Cause or for good reason, as defined in
Section ___ of your Employment Agreement, within 180
days following a change in control pursuant to
Section ___ of your employment agreement with the
Company dated __________(the "Employment Agreement").
No additional shares of Stock will vest after your
Service has terminated for any reason.


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 grant.


FORFEITURE OF UNVESTED Except as expressly provided herein, in the event STOCK that your Service terminates for any reason, you will
forfeit to the Company all of the shares of Stock
subject to this grant that have not yet vested.


ESCROW The certificates for the Restricted Stock shall be
deposited in escrow with the Secretary of the Company
to be held in accordance with the provisions of this
paragraph. Each deposited certificate shall be
accompanied by a duly executed Assignment Separate
from Certificate


2


in the form attached hereto as Exhibit A. The
deposited certificates shall remain in escrow until
such time or times as the certificates are to be
released or otherwise surrendered for cancellation as
discussed below. Upon delivery of the certificates to
the Company, you shall be issued an instrument of
deposit acknowledging the number of shares of Stock
delivered in escrow to the Secretary of the Company.


All regular cash dividends on the Stock (or other
securities at the time held in escrow) shall be paid
directly to you and shall not be held in escrow.
However, in the event of any stock dividend, stock
split, recapitalization or other change affecting the
Company's outstanding common stock as a class
effected without receipt of consideration or in the
event of a stock split, a stock dividend or a similar
change in the Company Stock, any new, substituted or
additional securities or other property which is by
reason of such transaction distributed with respect
to the Stock shall be immediately delivered to the
Secretary of the Company to be held in escrow
hereunder, but only to the extent the Stock is at the
time subject to the escrow requirements hereof.


As your interest in the shares vests, as described
above, the certificates for such vested shares shall
be released from escrow and delivered to you, at your
request, within 30 days of their vesting.


WITHHOLDING TAXES You agree, as a condition of this grant, that you
will make acceptable arrangements to pay any
withholding or other taxes that may be due as a
result of the vesting of Stock acquired under this
grant. In the event that the Company determines that
any federal, state, local or foreign tax or
withholding payment is required relating to the
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