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                                                                   EXHIBIT 10.5
                           WABASH NATIONAL CORPORATION
                            2004 STOCK INCENTIVE PLAN

                  CEO AND PRESIDENT 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.



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                           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:

                           -----------------------------------------------------

                           -----------------------------------------------------

                           -----------------------------------------------------

                           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



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                           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
                           OF YOUR OPTION HAS NOT YET BEEN EXERCISED, THEN YOUR
                           OPTION WILL INSTEAD EXPIRE ON THE DATE THIRTY SIX
                           (36) MONTHS AFTER YOUR TERMINATION DATE. IN SUCH A
                           CASE, DURING THE PERIOD FOLLOWING YOUR DEATH UP TO
                           THE DATE THIRTY SIX (36) MONTHS AFTER YOUR
                           TERMINATION DATE, YOUR ESTATE OR HEIRS MAY EXERCISE
                           THE VESTED PORTION OF YOUR OPTION.


DISABILITY                 If your Service terminates because of your permanent
                           and total disability, then your option will continue
                           to vest as if your Service had not terminated and
                           will expire 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.

LEAVES OF ABSENCE          For purposes of this option, your Service does not
                           terminate when you go on a bona fide employee leave
                           of absence that was approved by the Company in
                           writing, if the terms of the leave provide for
                           continued Service crediting, or when continued
                           Service crediting is required by applicable law.
                           However, your Service will be treated as terminating
                           90 days after you went on employee leave, unless your
                           right to return to active work is guaranteed by law
                           or by a contract. Your Service terminates in any
                           event when the approved leave ends


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                           unless you immediately return to active employee
                           work.

                           The Company determines, in its sole discretion, which
                           leaves count for this purpose, and when your Service
                           terminates for all purposes under the Plan.

RETIREMENT                 If your service terminates due to Normal Retirement,
                           defined as retirement at or after age 65, or Early
                           Retirement, defined as retirement at age 55 through
                           64 with at least three (3) years of service with the
                           Company, your option will expire at the close of
                           business at Company headquarters on the date that is
                           the earlier of three (3) years from your date of
                           retirement and the 10th Anniversary of the Grant
                           Date, as shown on the cover sheet. Any and all
                           unvested options as of your date of retirement are
                           forfeited.


NOTICE OF EXERCISE         When you wish to exercise this option, you must
                           notify the Company's designated agent filing in the
                           manner and form permitted by the designated agent.

                           If someone else wants to exercise this option after
                           your death, that person must prove to the Company's
                           satisfaction that he or she is entitled to do so.

FORM OF PAYMENT            When you submit your notice of exercise, you must
                           include payment of the option price for the shares
                           you are purchasing. Payment may be made in one (or a
                           combination) of the following forms:

                           - Cash, your personal check, a cashier's check, a
                           money order or another cash equivalent acceptable to
                           the Company.

                           - Shares of Stock which have already been owned by
                           you for more than six (6) months and which are
                           surrendered to the Company. The value of the shares,
                           determined as of the effective date of the option
                           exercise, will be applied to the option price.

                           - By delivery (on a form prescribed by the Company or
                           the designated agent) of an irrevocable direction to
                           a licensed securities broker acceptable to the
                           Company to sell Stock and to deliver all or part of
                           the sale proceeds to the Company in payment of the
                           aggregate option price and any withholding taxes (if
                           approved in advance by the Compensation Committee of
                           the Board if you are either an executive officer or a
                           director of the Company).

WITHHOLDING TAXES          You will not be allowed to exercise this option
                           unless you make acceptable arrangements to pay any
                           withholding or other taxes that may be due as a
                           result of the option exercise or sale of Stock
                           acquired under this option. In the event that the
                           Company


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                           determines that any federal, state, local or foreign
                           tax or withholding payment is required relating to
                           the exercise or sale of shares arising from this
                           grant, the Company shall have the right to require
                           such payments from you, or withhold such amounts from
                           other payments due to you from the Company or any
                           Affiliate.

TRANSFER OF OPTION         Except as provided in this section, during your
                           lifetime, only you (or, in the event of your legal
                           incapacity or incompetency, your guardian or legal
                           representative) may exercise this option and the
                           option shall not be assignable or transferable by
                           you, other than by designation of beneficiary, will
                           or the laws of descent and distribution. You may
                           transfer all or part of this option, not for value,
                           to any Family Member, provided that you provide prior
                           written notice to the Company, in a form satisfactory
                           to the Company, of such transfer. For the purpose of
                           this section, a "not for value" transfer is a
                           transfer which is (i) a gift, (ii) a transfer under a
                           domestic relations order in settlement of marital
                           property rights, or (iii) a transfer to an entity in
                           which more than fifty percent of the voting interests
                           are owned by Family Members (or you) in exchange for
                           an interest in that entity. Subsequent transfers of
                           transferred options are prohibited except to your
                           Family Members in accordance with this section or by
                           will or the laws of descent and distribution. The
                           events of termination of the Service this Agreement
                           shall continue to be applied with respect to you,
                           following which the option shall be exercisable by
                           the transferee only to the extent, and for the
                           periods specified in herein.

RETENTION RIGHTS           Neither your option nor this Agreement gives you the
                           right to be retained by the Company (or any Parent,
                           Subsidiaries or Affiliates) in any capacity. The
                           Company (and any Parent, Subsidiaries or Affiliates)
                           reserves the right to terminate your Service at any
                           time and for any reason.

SHAREHOLDER RIGHTS         You, or your designated beneficiary, estate or heirs,
                           have no rights as a shareholder of the Company until
                           a certificate for your option's shares has been
                           issued (or an appropriate book entry has been made).
                           No adjustments are made for dividends or other rights
                           if the applicable record date occurs before your
                           stock certificate is issued (or an appropriate book
                           entry has been made), except as described in the
                           Plan.

FORFEITURE OF RIGHTS       The Company at any time shall have the right to cause
                           a forfeiture of your rights on account of you taking
                           actions in competition with the Company. Unless
                           otherwise specified in an employment or other
                           agreement between the Company and you, you take
                           actions in competition with the Company if you
                           directly or indirectly own any interest in, operates,
                           joins, controls or participates as a partner,
                           director, principal, officer, or agent of, enters
                           into the employment


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                           of, acts as a consultant to, or performs any services
                           for, any entity which has material operations which
                           compete with any business in which the Company or any
                           of its Subsidiaries is engaged during your employment
                           with the Company or any of its Affiliates or at the
                           time of your termination of Service.

ADJUSTMENTS                In the event of a stock split, a stock dividend or a
                           similar change in the Stock, the number of shares
                           covered by this option and the option price per share
                           shall be adjusted (and rounded down to the nearest
                           whole number) if required pursuant to the Plan. Your
                           option shall be subject to the terms of the agreement
                           of merger, liquidation or reorganization in the event
                           the Company is subject to such corporate activity.

APPLICABLE LAW             This Agreement will be interpreted and enforced under
                           the laws of the State of Indiana, other than any
                           conflicts or choice of law rule or principle that
                           might otherwise refer construction or interpretation
                           of this Agreement to the substantive law of another
                           jurisdiction.

THE PLAN                   The text of the Plan is incorporated in this
                           Agreement by reference. Certain capitalized terms
                           used in this Agreement, unless otherwise defined
                           herein, are defined in the Plan, and have the meaning
                           set forth in the Plan.

                           This Agreement and the Plan constitute the entire
                           understanding between you and the Company regarding
                           this option. Any prior agreements, commitments or
                           negotiations concerning this option are superseded.

DATA PRIVACY               In order to administer the Plan, the Company may
                           process personal data about you. Such data includes
                           but is not limited to the information provided in
                           this Agreement and any changes thereto, other
                           appropriate personal and financial data about you
                           such as home address and business addresses and other
                           contact information, payroll information and any
                           other information that might be deemed appropriate by
                           the Company to facilitate the administration of the
                           Plan.

                           By accepting this option, you give explicit consent
                           to the Company to process any such personal data. You
                           also give explicit consent to the Company to transfer
                           any such personal data outside the country in which
                           you work or are employed, including, with respect to
                           non-U.S. resident Optionees, to the United States, to
                           transferees who shall include the Company and other
                           persons who are designated by the Company to
                           administer the Plan.

CONSENT TO ELECTRONIC      The Company may choose to deliver certain statutory
DELIVERY                   materials



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                           relating to the Plan in electronic form. By accepting
                           this option grant you agree that the Company may
                           deliver the Plan prospectus and the Company's annual
                           report to you in an electronic format. If at any time
                           you would prefer to receive paper copies of these
                           documents, as you are entitled to, the Company would
                           be pleased to provide copies. Please contact the
                           Company's Human Resources Department to request paper
                           copies of these documents.

                           This Agreement and the Plan constitute the entire
                           understanding between you and the Company regarding
                           this option. Any prior agreements, commitments or
                           negotiations concerning this option are superseded.


              BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF
              THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.