DESCRIPTION OF WABASH SECURITIES

The following descriptions of the Wabash Securities are summaries and reference is made to the Company's Certificate of Incorporation, bylaws and the proposed form of Indenture for the Debentures, copies of which have been filed with the Commission. The authorized capital stock of the Company consists of 75,000,000 shares of Common Stock and 25,000,000 shares of preferred stock. Of such authorized shares of preferred stock, 352,000 shares have been designated Series B 6% Cumulative Convertible Exchangeable Preferred Stock.

COMMON STOCK

The holders of the Common Stock of the Company are entitled to receive, pro-rata, such dividends as may be declared by the Board of Directors out of funds legally available therefor, and are also entitled to share, pro-rata, in any other distribution to stockholders. Holders of the common Stock do not have pre-emptive rights or other rights to subscribe for additional shares. There are no redemption or sinking fund provisions.

Each stockholder is entitled to one vote at stockholders' meetings for each share of Common Stock held. Cumulative voting for the election of directors is not provided for in the Certificate of Incorporation or the By-Laws. As a result, the holders of a majority of the outstanding shares of Common Stock voting for the election of directors can elect all of the directors.

The Company has adopted a Shareholder Rights Plan intended to protect stockholders from abusive and coercive takeover tactics. Under that Plan, all Common Stock holders are entitled to purchase shares of Common Stock at one-half the then current market price if a person or group acquires 20% or more of the Company's outstanding Common Stock.

For further information regarding the rights, preferences and privileges of the Common Stock, reference is made to the description thereof set forth in an exhibit to the Registration Statement.

PREFERRED STOCK

The Stated Value Per Share of the Preferred Stock is $50.00. With respect to rights upon liquidation, winding up or dissolution and redemption rights, the Preferred Stock will rank (i) junior to any other series of Preferred Stock duly established by the Board of Directors of the Company, the terms of which shall specifically provide that such series shall rank prior to the Preferred Stock, whether now existing or hereafter created (the "Senior Preferred Stock"), (ii) on a parity with any other series of Preferred Stock duly established by the Board of Directors of the Company, the terms of which shall specifically provide that such series shall rank on a parity with the Preferred Stock, whether now existing or hereafter created (the "Parity Preferred Stock"), and (iii) prior to any other class or series of capital stock of the Company, including, without limitation, all classes of the Common Stock, par value $0.01 per share, of the Company, whether now existing or hereafter created (the "Common Stock"; all of such classes or series of capital stock of the Company to which the Preferred Stock ranks prior, including without limitation the Common Stock, and including, without limitation, junior securities convertible into or exchangeable for other junior securities or phantom stock representing junior securities, are collectively referred to herein as "Junior Securities").

Dividends. Holders of the Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors out of the funds of the Company legally available therefor, a cash dividend at the annual rate of 6% of the Stated Value Per Share (equivalent to $3.00 per share per annum). Dividends with respect to the Preferred Stock will be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing June 15, 1997 (and, in the case of any accrued but unpaid dividends, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Dividends on the Preferred Stock are cumulative and accrue without interest from the date of original issuance. Dividends will be payable to the holders of record as they appear on the stock books of the transfer agent for the Company on such record dates, which shall be not more than 30 days nor less than 10 days preceding the payment dates, as shall be fixed by the Board of Directors, provided that holders of shares of Preferred Stock called for redemption on a redemption date falling between a dividend payment record date and the dividend payment date shall, in lieu of receiving such dividend payment on the dividend payment date fixed therefor, receive such dividend payment together with all other accrued and unpaid dividends on the date fixed for redemption (unless such holders convert such shares to Common Stock,

in which case such holders will receive such payment on the corresponding dividend payment date). Dividends payable on the Preferred Stock for the initial dividend period and dividends payable for any period shorter or longer than a full dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months.

If dividends are not paid in full upon the Preferred Stock and any other Parity Preferred Stock, all dividends declared upon shares of Preferred Stock and such other Parity Preferred Stock will be declared pro rata so that in all cases the amount of dividends declared per share on the Preferred Stock and the other Parity Preferred Stock bear to each other the same ratio that accrued and unpaid dividends per share on the shares of the Preferred Stock and the other Parity Preferred Stock bear to each other. Except as set forth above, unless full cumulative dividends on the Preferred Stock have been paid and funds set aside, dividends (other than dividends paid solely in Common Stock or Junior Securities and rights to acquire the foregoing) may not be paid or declared and set aside for payment and other distributions may not be made upon the Common Stock or Junior Securities nor may any Common Stock or Junior Securities be redeemed, purchased, or otherwise acquired for any consideration by the Company (except for repurchases from employees under employee benefit plans and by conversion into or exchange for Common Stock or Junior Securities).

Liquidation. In the event of any dissolution, liquidation or winding up of the Company, whether voluntary or involuntary (a "Liquidation"), the holders of shares of Preferred Stock shall be entitled to receive out of the assets of the Company legally available for distribution to stockholders (whether representing capital or surplus), before any payment or distribution shall be made on the Common Stock or any other Junior Securities (but after distribution of such assets among, or payment thereof over to, creditors of the Company and to holders of any stock of the Company with liquidation rights senior to the Preferred Stock, including holders of Senior Preferred Stock), the Stated Value Per Share plus the amount of any dividends accrued thereon through the date of distribution (the "Preferred Stock Liquidation Distribution"). After the Preferred Stock Liquidation Distribution has been made, the holders of shares of Preferred Stock shall not be entitled to any further participation in any distribution of assets of the Company. If the assets distributable upon such dissolution, liquidation or winding up (as provided above) shall be insufficient to pay cash in an amount equal to the amount of the Preferred Stock Liquidation Distribution to the holders of shares of Preferred Stock, then such assets or the proceeds thereof shall be distributed among the holders of the Preferred Stock ratably in proportion to the respective amounts of the Preferred Stock Liquidation Distribution to which they otherwise would be entitled. The merger or consolidation of the Company into or with another corporation, a merger or consolidation of any other corporation with or into the Company upon the completion of which the stockholders of the Company prior to the merger or consolidation no longer hold a majority of the outstanding equity securities of the Company or the sale, conveyance, exchange or transfer of all or substantially all of the property or assets of the Company (any such event, a "Reorganization Event") shall, at the option of the holders of at least 50 % of the Preferred Stock, be deemed to be a Liquidation of the Company.

Voting Rights. The holders of the Preferred Stock shall be entitled to notice of all stockholders meetings in accordance with the Company's bylaws, and except as otherwise required by law, the holders of the Preferred Stock shall be entitled to vote on all matters submitted to the stockholders for a vote together with the holders of the Common Stock as a single class, and each share of Preferred Stock shall be entitled to one vote for each share of Common Stock that would be issuable upon conversion of such share on the record date for determining eligibility to participate in the action being taken.

In addition to any other rights provided by law, the consent of the holders of a majority of issued and outstanding Preferred Stock, in the aggregate and voting separately as a single class, is required to authorize or effect a Reorganization Event or Liquidation.

If on the date used to determine stockholders of record for any meeting of stockholders for the election of directors, accrued dividends on the shares of Preferred Stock shall not have been paid in an aggregate amount equal to or greater than six quarterly dividends on the shares of Preferred Stock at the time outstanding, then, and in any such event, the number of Directors then constituting the Board of Directors shall automatically be increased by two Directors and the holders of shares of Preferred Stock, voting as a single class, shall be entitled at such meeting to fill such newly created directorships. Such right to vote as a single class to elect two Directors shall, when vested, continue until all dividends in default on the shares of Preferred Stock shall have been paid in full and, when so paid, such right to elect two Directors separately as a class shall cease, subject always, to the same provisions for the vesting of such right to elect two Directors separately as a class in the case of future dividend defaults.

Directors elected pursuant to the preceding paragraph will serve until the earlier of (i) the next annual meeting of stockholders of the Corporation and the election (by the holders of shares of Preferred Stock) and qualification of their respective successors or (ii) the date upon which all dividends in default on the shares of Preferred Stock shall have been paid in full. Directors elected pursuant to the preceding paragraph may be removed by, and shall not be removed except by, a vote of the holders of the Preferred Stock, voting as a single class, at a meeting of the stockholders, or the holders of the Preferred Stock called for that purpose. If prior to the end of such term of any Director elected as aforesaid, a vacancy in the office of such Director shall occur during the continuance of a default in dividends on the shares of Preferred Stock by reason other than removal, such vacancy shall be filled for the unexpired term by the appointment by the remaining Director elected as aforesaid of a new Director for the unexpired term of such former Director.

Without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Preferred Stock, voting separately as a class, the Company may not:

(i) directly or indirectly alter or change the provisions of the Certificate of Incorporation (including through any Certificate of Amendment or Certificate of Designation relating to, or Certificate of Merger or Consolidation which alters or changes or converts pursuant to a merger or consolidation, the Preferred Stock) so as to materially adversely affect (within the meaning of Section 242(b)(2) of the General Corporation Law of the State of Delaware the powers (including voting powers to which each such share is entitled relative to the shares of Common Stock or other capital stock outstanding immediately prior to such alteration, change or conversion except as such voting powers may be affected by the authorization of any new series of Parity Preferred Stock having the same voting rights (other than the right to vote as part of the same class as the Preferred Stock under the rights granted to the Preferred Stock) as Preferred Stock or by the authorization of any other shares of any class which are not entitled to vote together with Preferred Stock in any class vote), preferences or special rights of Preferred Stock; or

(ii) authorize or create any Senior Preferred Stock or any other class of stock senior to the Preferred Stock as to dividends or upon liquidation.

Optional Conversion. At any time and from time to time after the initial issuance, any holder of Preferred Stock may convert all or any of the shares of Preferred Stock held by such holder into a number of shares of Common Stock computed by multiplying the number of shares to be converted by the Stated Value Per Share of the Preferred Stock plus the amount of any dividends accrued thereon through the date of distribution and dividing the result by the Conversion Price, which is initially $21.375.

Adjustment of Conversion Price. The Conversion Price is subject to adjustment upon the occurrence of certain events, including (i) the distribution of shares of Common Stock as a dividend or distribution on the Common Stock, (ii) the subdivision or combination of the outstanding Common Stock, (iii) the distribution to all or substantially all holders of Common Stock of warrants, options or other rights to subscribe for or purchase Common Stock (or securities convertible into Common Stock) at a price per share less than the then Current Market Price (as defined in the Certificate of Designations), or (iv) the distribution to all or substantially all holders of Common Stock of shares of capital stock of the Company (other than shares of Preferred Stock upon exercise of a Right), evidences of indebtedness, or other non-cash assets (including securities of any company other than the Company). Issuances of options and securities convertible into Common Stock are deemed to be issuances of the underlying Common Stock for purposes of adjustments to the conversion price. Whenever the conversion price is adjusted, the Company will promptly mail to holders of Preferred Stock a notice of adjustment briefly stating the facts requiring the adjustment and the manner of computing it. Such adjustment shall reduce the Conversion Price to fully offset the economic dilution to the Preferred Stock (on an as converted basis) of the occurrence of the events described above, except that no adjustment of the conversion price will be required to be made in any case until cumulative adjustments amount to a change in the conversion price of 1% or more, but any such adjustment that would otherwise be required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations will be made either to the nearest cent or the nearest 1/100 of a share.

If the Company reclassifies or changes its outstanding Common Stock, or consolidates with or merges into or sells or conveys all or substantially all of the assets of the Company as an entirety to any person, or is a party to a merger or share exchange that reclassifies or changes its outstanding Common Stock, shares of Preferred Stock will become convertible into the kind and amount of shares of stock and other securities and property (including cash) that the holders of shares of Preferred Stock would have owned immediately after the transaction if the holders had

converted such shares of Preferred Stock into Common Stock immediately before the effective date of the transaction. If in connection with any such reclassification, consolidation, merger, sale, transfer, or share exchange each holder of shares of Common Stock is entitled to elect to receive either securities, cash or other assets upon completion of such transaction, the Company will provide or cause to be provided to each holder of Preferred Stock (on an as converted basis) the right to elect to receive the securities, cash or other assets into which the Preferred Stock held by such holder will be convertible after completion of any such transaction on the same terms and subject to the same conditions applicable to holders of the Common Stock (including, without limitation, notice of the right to elect, limitations on the period in which such election will be made and the effect of failing to exercise the election). The above will similarly apply to successive reclassifications, consolidations, mergers, sales, transfer or share exchanges.

Conversion Procedure. Any holder of shares of Preferred Stock desiring to convert any portion thereof into Common Stock shall surrender each certificate representing one or more shares of such Preferred Stock to be converted, duly endorsed in favor of the Company or in blank and accompanied by proper instruments of transfer, at the principal business office of the Company (or such other place as may be designated by the Company), and shall give written notice to the Company at that office of its election to convert the same, setting forth therein the name or names (with the address or addresses) in which the shares of Common Stock are to be issued. In the event any Preferred Stock is called for redemption or exchange, the conversion rights pertaining thereto shall terminate at the close of business on the business day immediately preceding each redemption or exchange date, unless the Company defaults in payment of the redemption price or issuance of the Debentures in exchange.

Exchange. The Preferred Stock is exchangeable, at any time and from time to time, by the Company, in whole or in part, upon at least 30 days but no more than 60 days prior written notice to the holders of Preferred Stock to be so exchanged through the issuance of 6% Convertible Subordinated Debentures due 2007 ("Debentures") in redemption of and in exchange for the Preferred Stock. Holders of the Preferred Stock will be entitled to receive $50 principal amount of Debentures in exchange for each share of Preferred Stock held by them at the time of exchange provided that all accrued dividends to the date of exchange have been paid.

Optional Redemption. The Preferred Stock is subject to redemption on a pro-rata basis (based on the number of shares), at the option of the Company, in whole or from time to time in part, in each case as set forth below, (i) if at any time prior to April 16, 1999, the average closing price of the Common Stock for 10 consecutive trading days during such period equals or exceeds one hundred forty percent (140%) of the Conversion Price then in effect, then for a period of 60 days following the last day of such 10 day period, at a per share redemption price equal to the Stated Value Per Share plus any dividends accrued thereon to the date of redemption, and (ii) at any time on or after April 16, 1999, at a per share redemption price equal to the Stated Value Per Share plus any dividends accrued thereon to the date of redemption.

The Company shall give each holder of Preferred Stock written notice of each redemption of Preferred Stock held by such holder not less than 30 days nor more than 45 days prior to any redemption date, specifying such redemption date and the number of shares to be redeemed on such date. Notice of redemption having been so given, the number of shares to be redeemed on the redemption date as specified in such notice shall be so redeemed on the specified redemption date, except to the extent that any share of Preferred Stock which is to be so redeemed shall have been surrendered to the Company for conversion prior to such redemption date.

Transfer Agent. The registrar and transfer agent for the Preferred Stock is Harris Trust and Savings Bank.

DEBENTURES

General. The Debentures will be in registered form and will be issued under an Indenture between the Company and Harris Trust and Savings Bank (the "Trustee"). The Debentures will be unsecured, subordinated obligations of the Company, will be limited in aggregate principal amount to $17.6 million and will mature on April 16, 2007. The Debentures will bear interest at the same annual rate as the dividends payable on the Preferred Stock, from the date of issuance, or from the most recent interest payment date to which interest has been paid or provided for, payable semiannually in arrears on March 15 and September 15 of each year, commencing with the first of such dates to occur after the exchange date, to the person in whose name the Debenture is registered at the close of business on the preceding March 1 and September 1, as the case may be. Interest will be payable to the holders of record as they appear on the register of the Company on such record dates, provided that holders of Debentures

called for redemption on a redemption date falling between an interest payment record date and the interest payment date shall, in lieu of receiving such interest on the interest payment date fixed therefor, receive such interest payment together with all other accrued and unpaid interest on the date fixed for redemption (unless such holders convert such Debentures to Common Stock in which case such holders will receive such payment on the corresponding dividend payment date). Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Debentures will not be subject to any sinking fund. Principal of and premium, if any, and interest on, with respect to, the Debentures will be payable at the office or agency of the Company maintained for such purposes. In addition, payment of interest, may, at the option of the Company, be made by check mailed to the address of the person entitled thereto. The Debentures will be issued only in fully registered form, without coupons, in denominations of $1,000 and integral multiples of $1,000.

The Indenture shall not contain any restriction on the payment of dividends or the repurchase of securities of the Company (except in the case of an event of default under the Indenture) or any financial covenants.

The payment of principal of and premium, if any, and interest on, with respect to, the Debentures will, to the extent set forth in the Indenture, be subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness of the Company (as defined below), whether outstanding at the date of the Indenture or later incurred. In the event of any default in the payment of the principal of, or interest on, any Senior Indebtedness or any default permitting the acceleration of Senior Indebtedness where notice of such default has been given to the Company, no payment with respect to the payment of principal of and premium, if any, and interest on, with respect to, the Debentures may be made by the Company, whether outstanding at the date of the Indenture or later incurred, unless and until such default has been cured or waived. Upon any payment or distribution of the Company's assets to creditors upon any dissolution, winding up, liquidation, reorganization, bankruptcy, insolvency, receivership or other proceedings relating to the Company, whether voluntary or involuntary, the holders of Senior Indebtedness will first be entitled to receive payment in full of all amounts due thereon before the holders of the Debentures will be entitled to receive any payment upon the principal of, premium, if any, and interest on, with respect to, the Debentures. By reason of such subordination, in the event of the insolvency of the Company, holders of Debentures may recover less ratably than holders of Senior Indebtedness and other creditors of the Company.

"Senior Indebtedness" is defined as the principal of, premium, if any, and interest on (a) any and all other indebtedness and obligations of the Company (including indebtedness of others guaranteed by the Company) other than the Debentures, whether or not contingent and whether outstanding on the date of the Indenture or thereafter created, incurred or assumed, which (i) is for money borrowed; (ii) is evidenced by any bond, note, debenture or similar instrument; (iii) represents the unpaid balance on the purchase price of any property, business, or asset of any kind; (iv) is an obligation of the Company as lessee under any and all leases of property, equipment or other assets required to be capitalized on the balance sheet of the lessee under generally accepted accounting principles; (v) is a reimbursement obligation of the Company with respect to letters of credit; (vi) is an obligation of the Company with respect to interest swap obligations and foreign exchange agreements or
(vii) is an obligation of others secured by a lien to which any of the properties or assets (including, without limitation, leasehold interests and any other tangible or intangible property rights) of the Company are subject, whether or not the obligations secured thereby shall have been assumed by the Company or shall otherwise be the Company's legal liability, and (b) any deferrals, amendments, renewals, extensions, modifications and refundings of any indebtedness or obligations of the types referred to above; provided that Senior Indebtedness shall not include (i) the Debentures; (ii) any indebtedness or obligation of the Company which, by its terms or the terms of the instrument creating or evidencing it, is both subordinated to any other indebtedness or obligations of the Company and is not superior in right of payment to the Debentures; (iii) any indebtedness or obligation of the Company to any of its subsidiaries and (iv) any indebtedness or obligation which is both incurred by the Company in connection with the purchase of assets, materials or services in the ordinary course of business and constitutes an unsecured trade payable.

The Company expects from time to time to incur additional indebtedness, including, but not limited to, Senior Indebtedness. The Indenture will not prohibit or limit the incurrence of such additional indebtedness.

Debenture Conversion Rights. The Debentures may be converted in denominations of $1,000 or integral multiples thereof (plus interest accrued to the date of conversion) at any time prior to maturity at the option of the holder into fully paid, nonassessable shares of Common Stock at a conversion price equal to the Conversion Price with respect to the Preferred Stock as subsequently adjusted. The right to convert Debentures called for redemption will expire at the close of business on the business day prior to the redemption date (the "Conversion Termination

Date") (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Debenture is redeemed).

Holders of Debentures at the close of business on an interest payment record date shall be entitled to receive the interest payable on the corresponding interest payment date notwithstanding the conversion thereof following the close of business on such interest payment record date and prior to the close of business on such interest payment date. However, Debentures surrendered for conversion during the period between the close of business on any interest payment record date and the close of business on the corresponding interest payment date (except Debentures called for redemption on a redemption date or with a Conversion Termination Date during such period) must be accompanied by payment of an amount equal to the interest payment to be received on such interest payment date with respect to such Debentures presented for conversion. Except as provided above, the Company shall make no payment or allowance for unpaid interest on converted Debentures or for dividends on the shares of Common Stock issued upon such conversion.

No fractional shares of Common Stock will be issued upon conversion but, in lieu thereof, an appropriate amount will be paid in cash based on the Closing Price (as defined in the Indenture) on the last trading day before the conversion date.

Optional Redemption. The Debentures shall be subject to redemption on a pro-rata basis (based on principal amount) at the option of the Company in whole or from time to time in part, in each case as set forth in the Indenture
(i) if at any time prior to April 16, 1999, the average closing price of the Common Stock for ten consecutive trading days during such period equals or exceeds 140% of the Conversion Price then in effect, then for a period of 60 days following the last day of such 10-day period, at a per debenture redemption price in cash equal to the principal amount thereof together with interest accrued thereon to the date of redemption, and (ii) at any time on or after April 16, 1999, at a per debenture redemption price in cash equal to the principal amount thereof together with interest accrued thereon to the date of redemption.

Notice of redemption will be given to the holders of Debentures not less than 30 nor more than 60 days prior to the redemption date. Any Debentures so called for redemption will be redeemed on the redemption date except to the extent surrendered to the Company for conversion prior to such redemption date.

Modification of the Indenture. With the consent of the holders of a majority in principal amount of the outstanding Debentures, the Company and the Trustee may, when authorized by resolution of the Company's board of directors, enter into an indenture or indentures supplemental to the Indenture, provided that no such supplemental indenture may, without the consent of the Holder of each outstanding Debenture, (a) change the stated maturity date of the principal of, or any installment of interest on, any Debenture, reduce the principal amount of, or the interest on, or any premium payable on redemption of, any Debenture, (b) reduce the percentage of the principal amount of outstanding Debentures necessary to modify or amend the Indenture or to consent to any waiver provided for in the Indenture, (c) modify certain provisions of the Indenture, (d) make any change that adversely affects the right to convert any Debenture into Common Stock or decrease the conversion rate or increase the conversion price, or (e) make certain changes that would adversely affect the rights of holders of outstanding Debentures.

Events of Default, Notice and Waiver. The following will be Events of Default under the Indenture: (a) default in the payment of any interest, continued for 30 days; (b) default in the payment of principal (or premium, if any) when due; (c) failure by the Company to issue and deliver Common Stock upon conversion of any Debentures; (d) failure to perform any other covenant of the Company contained in the Indenture, continued for 90 days after written notice as provided in the Indenture; and (e) certain events of bankruptcy, insolvency or reorganization relating to the Company. If an Event of Default shall occur and be continuing, the Trustee or the holders of 25% in principal amount of the outstanding Debentures may declare the Debentures due and payable.

The Indenture will provide that the holders of a majority in principal amount of the outstanding Debentures may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. Before proceeding to exercise any right or power under the Indenture at the direction of such holders, the Trustee shall be entitled to receive reasonable security or indemnity from such holders against the costs, expenses and liabilities which might be incurred by it in complying with any such direction. The right of a holder to institute a proceeding with respect to the Indenture is subject to certain

conditions precedent, including notice and indemnity to the Trustee, but the holder has an absolute right to receipt of principal of (and premium, if any) and interest on such holder's Debentures at the stated maturity of the principal or interest or both, as the case may be, and to convert such Debentures and to institute suit for the enforcement of any such payment or such conversion.

The holders of a majority in principal amount of the outstanding debentures may on behalf of the holders of all Debentures waive certain past defaults, except a default in payment of the principal of (or premium, if any) or interest on any Debentures or in respect of certain provisions of the Indenture which cannot be modified or amended without the consent of the holder of each outstanding Debenture affected thereby.

The Company will be required to furnish to the Trustee annually a statement of certain officers of the Company stating whether or not to the best of their knowledge the Company is in default in the performance and observance of certain terms of the Indenture and, if they have knowledge that the Company is in default, specifying such default.