Fill and Sign the Wabash National Corp De Form Type 8 K Filing Date 05

Checklist of Matters that Should be Considered in Drafting a Merger Agreement 1.Date of agreement. 2. Name and authorized capitalization of each original corporation. 3. Resolution of each board of directors that they believe it to be in the best interest of its respective corporation that the merger take place. 4. End of the corporate existence of the non-surviving corporation. 5. Transfer of the rights, property, and liabilities of the non-surviving corporation to the surviving corporation. 6. Name, purposes, location of the principal offices, number of directors, and capital stock of the surviving corporation. 7. Articles of Incorporation of the surviving corporation, including amendments reflecting the merger. 8. Bylaws of the surviving corporation, including amendments necessitated by the merger. 9. Names and addresses of the directors of the surviving corporation. 10. Method of converting shares of the non-surviving constituent corporation into shares of the surviving corporation. 11. Treatment of outstanding stock options, if any. 12. Effective date of the merger. 13. Restrictions on transactions outside the normal course of business by either corporation prior to the effective date of the merger. 14. Corporate distributions during the period prior to the effective date of the merger, if desired. 15. Submission of the merger agreement to the shareholders of each constituent corporation on proper notice. 16. Filing of the agreement with the appropriate state office, if required by local statute. 17. Manner, time, and place of executing the agreement.