X0303 4 2010-12-14 0000808450 NAVISTAR INTERNATIONAL CORP NAV 0001240132 COCHRAN PHYLLIS E 4201 WINFIELD ROAD WARRENVILLE IL 60555 0 0 0 1 President, Parts Group Subsid Common Stock 2010-12-15 4 F 0 381 59.355 D 27659 D Common Stock 4796.8676 I By 401(k) Plan Premium Share Units 3180 D Employee Stock Option (right to buy) 58.915 2010-12-14 4 A 0 13400 0 A 2017-12-14 Common Stock 13400 13400 D Performance Rights 2010-12-14 4 A 0 5600 0 A Common Stock 5600 5600 D The Option is exercisable in three annual installments as follows: 4,467 shares on 12/14/2011; 4,466 shares on 12/14/2012; and 4,467 shares on 12/14/2013. Each performance right represents a contingent right to receive the cash value of one share of Navistar's common stock. The vesting of the performance rights is based on the Relative Total Shareholder Return ("TSR") of Navistar as compared to the TSR of a 23 company peer group. Performance rights granted represents the target shares and actual performance rights earned could be anywhere from 0 to 200% of the number of performance rights granted. The initial performance period is 3 years; if Navistar's initial 3 year performance period is below target against the peer group, an additional 2 year performance period would be tacked on to the initial performance period. The performance rights expire upon payout, if any, of the award, and in any case no later than October 31, 2015. Curt A. Kramer, Attorney in fact 2010-12-16