Exhibit 10

EX-10 5 exhibit10.htm EXHIBIT 10 Exhibit 10

EXHIBIT 10

NAVISTAR INTERNATIONAL CORPORATION
AND CONSOLIDATED SUBSIDIARIES
----------------------------------
MATERIAL CONTRACTS

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

*10.1 Navistar International Corporation 1984 Stock Option Plan. Filed as Exhibit A to Proxy Statement
dated February 6, 1984. Commission File No. 1-5236.

10.2 Pooling and Servicing Agreement dated as of June 8, 1995, among Navistar Financial Corporation, as
Servicer, Navistar Financial Securities Corporation, as Seller, The Chase Manhattan Bank (survivor
in the merger between The Chase Manhattan Bank and Chemical Bank which was the survivor in the
merger between Chemical Bank and Manufacturers Hanover Trust Company), as 1990 Trust Trustee, and
The Bank of New York, as Master Trust Trustee. Filed on Registration No. 33-87374.

10.3 Series 1995-1 Supplement to the Pooling and Servicing Agreement dated as of June 8, 1995, among
Navistar Financial Corporation, as Servicer, Navistar Financial Securities Corporation, as Seller,
and The Bank of New York, as Master Trust Trustee on behalf of the Series 1995-1 Certificate
holders. Filed on Registration No. 33-87374.

*10.4 Navistar 1988 Non-Employee Director Stock Option Plan amended as of March 20, 1996. Filed as Exhibit
10.19 to Form 10-K dated December 22, 1997. Commission File No. 1-9618.

*10.5 Form of Executive Severance Agreement which is executed with all executive officers dated June 16,
1997. Filed as Exhibit 10.5 to Form 10-Q dated September 12, 1997. Commission File No. 1-9618.

*10.6 Executive Severance Agreement between J.R. Horne and the company dated June 16, 1997. Filed as
Exhibit 10.35 to Form 10-Q dated March 11, 2002. Commission File No. 1-9618.

10.7 Series 1998-1 Supplement to the Pooling and Servicing Agreement dated as of July 17, 1997, among
Navistar Financial Corporation, as Servicer, Navistar Financial Securities Corporation, as Seller,
and the Bank of New York, as Master Trust Trustee on behalf of the Series 1998-1
Certificateholders. Filed on Registration No. 333-30737.

10.8 Series 1997-1 Supplement to the Pooling and Servicing Agreement dated as of August 19, 1997, among
Navistar Financial Corporation, as Servicer, Navistar Financial Securities Corporation, as Seller,
and the Bank of New York, as Master Trust Trustee on behalf of the Series 1997-1
Certificateholders. Filed on Registration No. 333-30737.

*10.9 Navistar International Corporation 1998 Interim Stock Plan. Filed as Exhibit 10.21 to Form 10-Q
dated June 12, 1998. Commission File No. 1-9618.

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EXHIBIT 10 (continued)

NAVISTAR INTERNATIONAL CORPORATION
AND CONSOLIDATED SUBSIDIARIES
----------------------------------
MATERIAL CONTRACTS

10.10 Indenture dated as of June 3, 1999, between Navistar Financial 1999-A Owner Trust and The Bank of
New York, as Indenture Trustee, with respect to Navistar Financial 1999-A Owner Trust. Filed on
Registration No. 333-62445.

10.11 Receivable Purchase Agreement dated as of November 12, 1999, between Navistar Financial Retail
Receivables Corporation, as Seller, Navistar Financial Corporation, as Servicer, and Falcon Asset
Securitization Corporation and International Securitization Corporation, as investors, and Bank One
NA as agent and as Securities Intermediary, with respect to Navistar Financial 1999-B Multi-seller
Asset-backed Commercial Paper Conduit. Filed on Registration No. 333-62445.

10.12 Certificate Purchase Agreement dated as of January 28, 2000, between Navistar Financial Securities
Corporation, as seller, Navistar Financial Corporation, as Servicer, Receivable Capital Corporation,
as the Conduit Purchaser, Bank of America, National Association, as administrative Agent for the
Purchasers, and Bank of America, National Association, as a Committed Purchaser filed on Form 8-K
dated February 24, 2000. Commission File No. 333-30737.

10.13 Indenture dated as of March 9, 2000, between Navistar Financial 2000-A Owner Trust and The Bank of
New York, as Indenture Trustee, with respect to Navistar Financial 2000-A Owner Trust. Filed on
Registration No. 333-62445.

10.14 Series 2000-1 Supplement to the Pooling and Servicing Agreement dated as of July 13, 2000, among
Navistar Financial Corporation, as Servicer, Navistar Financial Securities Corporation, as Seller,
and the Bank of New York, as Master Trust Trustee on behalf of the Series 2000-1 Certificate
holders. Filed on Registration No. 333-32960.

10.15 Servicing Agreement dated as of October 16, 2000, between Navistar Financial Corporation, as
Servicer, and Navistar Leasing Corporation, Harco Leasing Company, Inc., Truck Retail Instalment
Paper Corp., The Bank of New York as Collateral Agent, and Bank One National Association, as
Portfolio Trustee. Filed as Exhibit 10.01 to Navistar Financial Corporation's Form 10-Q dated March
15, 2001. Commission File No. 1-4146-1.

10.16 Indenture Agreement dated as of October 16, 2000, between Truck Retail Instalment Paper Corp., as
Issuer, and The Bank of New York, as Indenture Trustee. Filed as Exhibit 10.03 to Navistar
Financial Corporation's Form 10-Q dated March 15, 2001. Commission File No. 1-4146-1.

10.17 Series 2000-1 Supplement dated as of October 16, 2000, to the Indenture also dated October 16, 2000,
between Truck Retail Instalment Paper Corp., as Issuer, and The Bank of New York, as Indenture
Trustee. Filed as Exhibit 10.04 to Navistar Financial Corporation's Form 10-Q dated March 15,
2001. Commission File No. 1-4146-1.

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EXHIBIT 10 (continued)

NAVISTAR INTERNATIONAL CORPORATION
AND CONSOLIDATED SUBSIDIARIES
----------------------------------
MATERIAL CONTRACTS

10.18 Indenture dated as of November 1, 2000, between Navistar Financial 2000-B Owner Trust and The Bank
of New York, as Indenture Trustee, with respect to Navistar Financial 2000-B Owner Trust. Filed on
Registration No. 333-62445.

10.19 Receivable Purchase Agreement dated as of December 21, 2000, between Navistar Financial Retail
Receivables Corporation, as Seller, Navistar Financial Corporation, as Servicer, Thunder Bay Funding
Inc., as company, and Royal Bank of Canada as agent, with respect to Navistar Financial 2000-C
Multi-seller Asset-backed Commercial Paper Conduit. Filed on Registration No. 333-62449.

10.20 Indenture dated as of April 27, 2001, between Navistar Financial 2001-A Owner Trust and The Bank of
New York, as Indenture Trustee, with respect to Navistar Financial 2001-A Owner Trust. Filed on
Registration No. 033-50291.

10.21 Supplement No. 1, dated as of July 24, 2001, to Indenture agreement dated October 16, 2000, among
Truck Retail Instalment Paper Corp. and The Bank of New York, filed on Form 8-K dated August 6,
2001. Commission File No. 1-4146-1.

*10.22 Form of Executive Severance Agreement Amendment which is executed with all executive officers.
Filed as Exhibit 10.30 to Form 10-Q dated September 13, 2001. Commission File No. 1-9618.

10.23 Indenture dated as of November 1, 2001, between Navistar Financial 2001-B Owner Trust and The Bank
of New York, as Indenture Trustee, with respect to Navistar Financial 2001-B Owner Trust. Filed on
Registration No. 033-50291.

*10.24 Navistar 1994 Performance Incentive Plan, as amended. Filed as Exhibit 10.31 to Form 10-Q dated
March 11, 2002. Commission File No. 1-9618.

*10.25 Navistar 1998 Supplemental Stock Plan, as amended and supplemented by the Restoration Stock Option
Program. Filed as Exhibit 10.32 to Form 10-Q dated March 11, 2002. Commission File No. 1-9618.

*10.26 Board of Directors resolution regarding director's annual retainer. Filed as Exhibit 10.33 to Form
10-Q dated March 11, 2002. Commission File No. 1-9618.

*10.27 Navistar Non-Employee Director's Deferred Fee Plan. Filed as Exhibit 10.34 to Form 10-Q
dated March 11, 2002. Commission File No. 1-9618.

10.28 Navistar 1998 Non-Employee Director Stock Option Plan, as amended. Filed as Exhibit 10.1 to Form
S-8 dated April 23, 2002. Registration No. 333-86754.

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EXHIBIT 10 (continued)

NAVISTAR INTERNATIONAL CORPORATION
AND CONSOLIDATED SUBSIDIARIES
----------------------------------
MATERIAL CONTRACTS

10.29 Indenture dated as of April 30, 2002, between Navistar Financial 2002-A Owner Trust and The Bank of
New York, as Indenture Trustee, with respect to Navistar Financial 2002-A Owner Trust. Filed on
Registration Nos. 333-62445 and 333-67112.

10.30 Supplement No. 2, dated as of July 31, 2002, to Indenture agreement dated October 16, 2000, among
Truck Retail Instalment Paper Corp. and The Bank of New York, filed on Form 8-K dated November 27,
2002. Commission File No. 1-4146-1.

*10.31 Employment Agreement between Navistar International Corporation, International Truck and Engine
Corporation and John R. Horne. Filed as Exhibit 10.39 to Form 10-Q dated September 13, 2002.
Commission File No. 1-9618.

*10.32 Employment Agreement between Navistar International Corporation, International Truck and Engine
Corporation and Robert C. Lannert. Filed as Exhibit 10.40 to Form 10-Q dated September 13, 2002.
Commission File No. 1-9618.

10.33 Indenture dated as of November 19, 2002, between Navistar Financial 2002-B Owner Trust and The Bank
of New York, as Indenture Trustee, with respect to Navistar Financial 2002-B Owner Trust. Filed on
Registration No. 333-67112.

The following documents of Navistar International Corporation are filed herewith.

Form 10-K Page
*10.34 Amended and Restated Stock Ownership Program. E-10

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* Indicates a management contract or compensatory plan or arrangement required to be filed as an exhibit to this
report pursuant to Item 14(c).

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