Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 12, 2009, Robert J. Smith, Senior Vice President and Chief Financial Officer of Wabash National Corporation (the Company), provided notice to the Company that he has decided to resign from his position effective August 31, 2009 having accepted an opportunity with a privately held company headquartered in New York. The Company also announced the appointment of Mark J. Weber to Senior Vice President and Chief Financial Officer, effective at the time of Mr. Smith's resignation. Mr. Weber will replace Mr. Smith as the Company's principal financial officer and principal accounting officer.

Mr. Weber joined the Company in August 2005 as Director of Internal Audit, was promoted in February 2007 to Director of Finance, and since November 2007 has served as the Company's Vice President and Corporate Controller. Prior to joining the Company, Mr. Weber was with Great Lakes Chemical Corporation from October 1995 through August 2005 where he served in several positions of increasing responsibility within accounting and finance, including Vice President of Finance. Mr. Weber earned his Master's of Business Administration and Bachelor of Science in Accounting from Purdue University's Krannert School of Management.

As a result of his appointment as Senior Vice President and Chief Financial Officer, Mr. Weber will be entitled to participate in the Company's Change in Control Policy, Executive Severance Plan, Deferred Compensation Plan and Retirement Benefit Plan, all of which are described in the Company's proxy statement for its 2009 annual meeting filed with the Securities and Exchange Commission on Schedule 14A on April 22, 2009, at pages 22-23, and such descriptions are incorporated in this report by reference. Mr. Weber's annual salary is $250,000 subject to the 16.75% reduction in base pay for all Executive Officers and he is eligible for an award in 2009 of up to 45% of his salary under the Company's annual short term incentive plan on the same basis as the Company's other officers.

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