0000808450-05-000025 Sample Contracts

NAVISTAR INTERNATIONAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
Rights Agreement • February 15th, 2005 • Navistar International Corp • Motor vehicles & passenger car bodies

The following instruments of Navistar International Corporation and its principal subsidiary International Truck and Engine Corporation, and its principal subsidiary Navistar Financial Corporation defining the rights of security holders are incorporated herein by reference.

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NAVISTAR INTERNATIONAL CORPORATION NON-QUALIFIED STOCK OPTION AWARD AGREEMENT NAVISTAR INTERNATIONAL CORPORATION
Non-Qualified Stock Option Award Agreement • February 15th, 2005 • Navistar International Corp • Motor vehicles & passenger car bodies

This is an award agreement (the "Award Agreement") between Navistar International Corporation, a Delaware corporation (the "Corporation"), and the individual named above (the "Optionee"). The Corporation hereby grants to the Optionee the right and option (this "Option") to purchase all or any part of an aggregate of the above-stated number of shares of Common Stock of the Corporation on the terms and conditions of the Corporation’s 2004 Performance Incentive Plan approved by the shareholder February 17, 2004, as amended from time to time, (the "Plan") and, further subject to the Non-Qualified Stock Option Agreement Supplement which is attached hereto (the "Supplement").

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Premium Share Unit Certificate NAVISTAR EXECUTIVE STOCK OWNERSHIP PROGRAM Adopted As Of February 17, 2004
Navistar International Corp • February 15th, 2005 • Motor vehicles & passenger car bodies

This is an award agreement (the "Award Agreement") between Navistar International Corporation, a Delaware corporation (the "Corporation"), and the individual named above (the "Employee"). The Corporation hereby credits to the Employee's account, the above-stated number of Premium Share Units, which are issuable as Common Stock of the Corporation in accordance with the terms and conditions of the Corporation’s 2004 Performance Incentive Plan approved by the shareholders February 17, 2004, as amended from time to time (the "Plan").

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NAVISTAR INTERNATIONAL CORPORATION RESTORATION STOCK OPTION AGREEMENT SUPPLEMENT
Restoration Stock Option Agreement • February 15th, 2005 • Navistar International Corp • Motor vehicles & passenger car bodies
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NAVISTAR INTERNATIONAL CORPORATION NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT SUPPLEMENT
Employee Director Stock Option Agreement • February 15th, 2005 • Navistar International Corp • Motor vehicles & passenger car bodies
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NAVISTAR INTERNATIONAL CORPORATION RESTORATION STOCK OPTION AWARD AGREEMENT NAVISTAR INTERNATIONAL CORPORATION
Restoration Stock Option Award Agreement • February 15th, 2005 • Navistar International Corp • Motor vehicles & passenger car bodies

This is an award agreement (the "Award Agreement") between Navistar International Corporation, a Delaware corporation (the "Corporation"), and the individual named above (the "Optionee"). The Corporation hereby grants to the Optionee the right and option (this "Option") to purchase all or any part of an aggregate of the above-stated number of shares of Common Stock of the Corporation on the terms and conditions of the Corporation’s 2004 Performance Incentive Plan approved by the shareholders February 17, 2004, as amended from to time, (the "Plan") and, further subject to the Restoration Stock Option Agreement Supplement which is attached to hereto (the "Supplement").

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NAVISTAR INTERNATIONAL CORPORATION INCENTIVE STOCK OPTION AWARD AGREEMENT NAVISTAR INTERNATIONAL CORPORATION
Incentive Stock Option Award Agreement • February 15th, 2005 • Navistar International Corp • Motor vehicles & passenger car bodies

This is an award agreement (the "Award Agreement") between Navistar International Corporation, a Delaware corporation (the "Corporation"), and the individual named above (the "Employee" or "Optionee"). The Corporation hereby grants to the Employee the right and option (this "Option") to purchase all or any part of an aggregate of the above-stated number of shares of Common Stock of the Corporation on the terms and conditions contained in the Corporation’s 2004 Performance Incentive Plan approved by the shareholders February 17, 2004, as amended from time to time, (the "Plan") and, further subject to the Incentive Stock Option Agreement Supplement which is attached hereto (the "Supplement").

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Deferred Share Unit Certificate NAVISTAR EXECUTIVE STOCK OWNERSHIP PROGRAM Adopted As Of February 17, 2004
Navistar International Corp • February 15th, 2005 • Motor vehicles & passenger car bodies

This is an award agreement (the "Award Agreement") between Navistar International Corporation, a Delaware corporation (the "Corporation"), and the individual named above (the "Employee"). The Corporation hereby credits to the Employee's account, the above-stated number of Deferred Share Units, which are issuable as Common Stock of the Corporation in accordance with the terms and conditions of the Corporation’s 2004 Performance Incentive Plan approved by the shareholders February 17, 2004, as amended from time to time (the "Plan").

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NAVISTAR INTERNATIONAL CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT SUPPLEMENT
Non-Qualified Stock Option Agreement • February 15th, 2005 • Navistar International Corp • Motor vehicles & passenger car bodies
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NAVISTAR INTERNATIONAL CORPORATION RESTRICTED STOCK AWARD AGREEMENT NAVISTAR INTERNATIONAL CORPORATION
Restricted Stock Award Agreement • February 15th, 2005 • Navistar International Corp • Motor vehicles & passenger car bodies • Illinois

This is an award agreement (the "Award Agreement") between Navistar International Corporation, a Delaware corporation (the "Corporation") and the individual named above (the "Grantee"). The Corporation hereby grants to the Grantee an aggregate of the above-stated number of shares of Common Stock of the Corporation on the terms and conditions contained herein and in the Corporation’s 2004 Performance Incentive Plan approved by the shareholders February 17, 2004, as amended from time to time (the "Plan"). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan.

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NAVISTAR INTERNATIONAL CORPORATION AND CONSOLIDATED SUBSIDIARIES MATERIAL CONTRACTS
Pooling and Servicing Agreement • February 15th, 2005 • Navistar International Corp • Motor vehicles & passenger car bodies

The following documents of Navistar International Corporation and its affiliate Navistar Financial Corporation are incorporated herein by reference.

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NAVISTAR INTERNATIONAL CORPORATION NON-EMPLOYEE DIRECTOR STOCK OPTION AWARD AGREEMENT NAVISTAR INTERNATIONAL CORPORATION
Navistar International Corp • February 15th, 2005 • Motor vehicles & passenger car bodies

This is an award agreement (the "Award Agreement") between Navistar International Corporation, a Delaware corporation (the "Corporation"), and the Non-Employee Director named above (the "Director" or "Optionee"). The Corporation hereby grants to the Director the right and option (this "Option") to purchase all or any part of an aggregate of the above-stated number of shares of Common Stock of the Corporation on the terms and conditions of the Corporation’s 2004 Performance Incentive Plan approved by the shareholders February 17, 2004, as amended from time to time, (the "Plan") and, further subject to the Non-Employee Director Stock Option Agreement Supplement which is attached hereto (the "Supplement").

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NAVISTAR INTERNATIONAL CORPORATION INCENTIVE STOCK OPTION AGREEMENT SUPPLEMENT
Incentive Stock Option Agreement • February 15th, 2005 • Navistar International Corp • Motor vehicles & passenger car bodies
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