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                                                                   EXHIBIT 10.40

                                   EXHIBIT A:
                      FORM OF WAIVER AND RELEASE AGREEMENT

                  In consideration of the severance pay provided to me by Wabash
National Corporation ("Wabash"), which severance pay is described in the
Severance Agreement between me and the Company effective May 6, 2002 (the
"Severance Payment") and is a payment I would not be entitled to without
entering into this Waiver and Release Agreement, I voluntarily enter into this
Waiver and Release Agreement. More specifically, the Severance Payment that is
the consideration for this Waiver and Release Agreement is a payment of
$515,625.00 representing the entire Severance Payment.

                  I, on my own behalf and on behalf of my heirs, executors,
administrators, attorneys and assigns, hereby unconditionally and irrevocably
release, waive and forever discharge Wabash and each of its affiliates, parents
successors, predecessors, and the subsidiaries, directors, owners, members,
shareholders, officers, agents, and employees of Wabash and its affiliates,
parents, successors, predecessors, and subsidiaries (collectively all of the
forgoing are referred to as the "Employer"), from any and all causes of action,
claims and damages, including attorneys' fees, whether known or unknown,
foreseen or unforeseen, presently asserted or otherwise arising through the date
of my signing of the Waiver and Release Agreement, concerning my employment or
separation from employment. This release includes, but is not limited to, any
claim or entitlement to salary, bonuses, any other payments, benefits or damages
arising under any federal law (including but not limited to, Title VII of the
Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee
Retirement Income Security Act of 1974, the Americans with Disabilities Act, and
the Family and Medical Leave Act, each as amended); any claim arising under any
state or local ordinances or regulations, and any claim arising under any common
law principle or public policy, including but not limited to all suits in tort
or contract, such as, wrongful termination, defamation, emotional distress,
invasion of privacy or loss of consortium.

                  I understand that by signing this Waiver and Release Agreement
I am not waiving any claims or administrative charges which cannot be waived by
law. I am waiving, however, any right to monetary recovery or individual relief
should any federal, state or local agency (including the Equal Employment
Opportunity Commission (the "EEOC")) pursue any claim on my behalf arising out
of or related to my employment with and/or separation from employment with the
Employer.

                  I further agree, without any reservation whatsoever, never to
sue the Employer or become a party to a lawsuit on the basis of any and all
claims



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of any type lawfully and validly released in this Waiver and Release Agreement.
If I sue in violation of the preceding sentence of this Waiver and Release
Agreement, I will (1) pay all costs and expenses incurred by the Employer in
defending against a suit or enforcing this Waiver and Release Agreement,
including litigation and court costs, expenses and reasonable attorneys' fees
and (2) I will repay the Severance Payment I received in consideration for this
Waiver and Release Agreement.

                  I am signing this Waiver and Release Agreement knowingly and
voluntarily. I acknowledge that:

         (1)      I am hereby advised in writing to consult an attorney before
                  signing this Waiver and Release Agreement;

         (2)      I have relied solely on my own judgment and/or that of my
                  attorney regarding the consideration for and the terms of this
                  Waiver and Release Agreement and am signing this Waiver and
                  Release Agreement knowingly and voluntarily of my own free
                  will;

         (3)      I am not entitled to the Severance Payment amount unless I
                  agree to and honor the terms of this Waiver and Release
                  Agreement.

         (4)      I have been given at least twenty one (21) days to consider
                  this Waiver and Release Agreement;

         (5)      I may revoke this Waiver and Release Agreement within seven
                  (7) days after signing it by submitting a written notice of
                  revocation to Wabash to the Vice President Human Resources,
                  WABASH NATIONAL CORPORATION, P.O. Box 6129, Lafayette, IN
                  47903 prior to 5:00 pm on the seventh day after signing it. I
                  further understand that this Waiver and Release Agreement is
                  not effective or enforceable until after the seven (7) day
                  period of revocation has expired without revocation, and that
                  if I revoke this Waiver and Release Agreement, I will not
                  receive any Severance Payment. THIS WAIVER AND RELEASE
                  AGREEMENT DOES NOT BECOME EFFECTIVE UNTIL THE EXPIRATION OF
                  THE SEVEN DAY PERIOD;

         (6)      1 have read and understand the Waiver and Release Agreement
                  and further understand that it includes a general release of
                  any and all known and unknown, foreseen or unforeseen, claims
                  presently asserted or otherwise arising through the date of my
                  signing of this Waiver and Release Agreement that I may have
                  against the Employer; and

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         (7)      I understand that this Waiver and Release Agreement does not
                  waive any age discrimination claims that may arise after the
                  effective date of this Waiver and Release Agreement.

         (8)      No statements or conduct by the Employer have in any way
                  coerced or unduly influenced me to execute this Waiver and
                  Release Agreement.

                  I represent and promise that prior to the execution of this
Waiver and Release Agreement I have surrendered to the Company all Company
property, including, but not limited to, any and all confidential information,
licenses, trademarks, patents, in written, electronic or other tangible form. In
addition, I have returned any and all computer equipment with passwords, Company
issued credit, security, identification, or telephone cards, with passwords, and
all other Company owned property and keys, contemporaneously with providing the
proper means for accessing the property.

                  I further agree that I will not make any disparaging or
derogatory remarks or comments about the Company or the Company's current and
former officers, directors, shareholders, principals, attorneys, agents, or
employees, or my employment with the Company.

                  I further acknowledge that there are no other agreements of
any nature between the Employer and me with respect to the matters discussed in
this Waiver and Release Agreement, except as expressly stated herein, and that
in signing this Waiver and Release Agreement, I am not relying on any agreements
or representation, except those expressly contained in this Waiver and Release
Agreement and the Severance Agreement.

                  I further acknowledge and agree that if any provision of this
Waiver and Release Agreement is found, held or deemed by a court of competent
jurisdiction to be void, unlawful or unenforceable under any applicable statute
or controlling law, the remainder of this Waiver and Release Agreement shall
continue in full force and effect.

                  This Waiver and Release Agreement is deemed made and entered
into in the State of Indiana, and in all respects shall be interpreted, enforced
and governed under applicable federal law, and in the event that any reference
shall be made to state law, the internal laws of the Indiana shall apply. Any
disputes under this Waiver and Release Agreement shall be adjudicated by a court
of competent jurisdiction in the State of Indiana.



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                  This Waiver and Release Agreement shall not in any way be
construed as an admission by the Company of any liability for potential claim or
potential claim.

                  I understand that, to receive the Severance Payment amount, I
must sign and return this Waiver and Release Agreement no sooner than my
employment termination date and no later than twenty one (21) days from the date
my employment was terminated.

                                                            St. Louis County Mo.

EXECUTED on this 13th day of December, 2002 at Lafayette Indiana.

                                                /s/ Derek L. Nagle
                                                --------------------------------
                                                DEREK L. NAGLE


STATE OF Missouri
         -------------------
CITY/COUNTY OF St. Louis
               -------------------


         The foregoing instrument was acknowledged before me in the indicated
jurisdiction this 13th day of December, 2002, by Derek L. Nagle.

         My commission expires: 06/24/05

                                        /s/
                                        ------------------------------
                                                Notary Public



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