8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 16, 2007

NAVISTAR INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-9618	36-3359573
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

4201 Winfield Road, P.O. Box 1488, Warrenville, Illinois	60555
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (630) 753-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[_] Written communications pursuant to Rule 425 under the Securities Act

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On January 17, 2006, Navistar International Corporation (the “Company”) announced that it would not file with the Securities and Exchange Commission (the “SEC”) its Annual Report on Form 10-K for the fiscal year ended October 31, 2005 (the “Annual Report”) on time due to ongoing discussions with its registered public accounting firm, on a number of complex and technical accounting issues. To date, the Company has not filed its Annual Report with the SEC. As a result, the Registration Statements on Form S-8 which register shares of the Company’s common stock that are acquired pursuant to the employee benefit plans set forth below, among others, are not available for use until the Company is current in its SEC reporting requirements. Consequently, the Company is precluded from issuing shares upon the exercise of stock options granted under the Company’s (1) 1994 Performance Incentive Plan, (2) 1998 Supplemental Stock Plan, (3) 1998 Interim Stock Plan, (4) 1998 Non-Employee Directors Stock Option Plan and (5) 2004 Performance Incentive Plan (collectively, the “Stock Option Plans”).

In order to clarify the Company’s intent in administering the Stock Option Plans, on April 16, 2007, the Compensation Committee of the Board of Directors of the Company and the Board of Directors itself with respect to the 1998 Non-Employee Directors Stock Option Plan, approved certain technical amendments, including an amendment to each of the Stock Option Plans to clarify the Company’s intention that plans shall be governed by and construed in accordance with applicable Federal laws and, to the extent not inconsistent with or pre-empted by, the laws of the State of Delaware. To this extent, the amendments expressly provided that the receipt, exercise, issuance and disposition of any award is expressly conditioned upon and subject to any and all limitations, restrictions, prohibitions imposed by applicable law, including federal and state securities laws.

In addition, the 2004 Performance Incentive Plan was amended to clarify that the 10 or more years of continuous service under the definition of “Qualified Retirement” was limited to full-time employees of the Company.

Reference is hereby made to the attached resolutions/plan amendments containing all of the detailed terms and conditions of such amendments to each of the Stock Option Plans and such resolutions/plan amendments are hereby incorporated herein by such reference.

In addition, as previously disclosed in the Company’s Current Report on Form 8-K dated October 23, 2006, the Board of Directors extended the expiration date of an option to purchase 2,000 shares of Company Common Stock granted to Mr. John Correnti on December 18, 1996 in connection with his service as a director of the Company. The option expiration date had been extended until 30 days after the Company’s blackout trading restriction expires. On April 16, 2007, the Company and Mr. Correnti agreed to cancel this extension and accordingly those options have expired unexercised.

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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

The following Exhibits are deemed to be filed under the Securities Exchange Act of 1934, as amended.

(c)	Exhibits
	Exhibit No.	Description	Page
	10.69	Amendment to the Company’s 1994 Performance Incentive Plan, 1998 Interim Stock Plan, 1998 Supplemental Stock Plan and 2004 Performance Incentive Plan; and a recommendation to the Company’s 1998 Non-Employee Directors Stock Option Plan	E-1
	10.70	Amendments to the Company’s 1998 Non-Employee Directors Stock Option Plan	E-7

Forward Looking Statements

Information provided and statements contained in this report that are not purely historical are forward -looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this report and the company assumes no obligation to update the information included in this report. Such forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are not guarantees of performance or results and they involve risks, uncertainties and assumptions , including the risk of continued delay in the completion of our financial statements and the consequences thereof, the availability of funds, either through cash on hand or the company’s other liquidity sources, to repay any amounts due should any of the company’s debt become accelerated, and decisions by suppliers and other vendors to restrict or eliminate customary trade and other credit terms for the company’s future orders and other services, which would require the company to pay cash and which could have a material adverse effect on the company’s liquidity position and financial condition. Although we believe that these forward-looking statements are based on reasonable assumptions, there are many factors that could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. For a further description of these factors, see Exhibit 99.1 to our Form 8-K filed on April 12, 2006. In addition, until the previously announced review by the company of its accounts is concluded, no assurance can be given with respect to the financial statement adjustments, impacts and period resulting for such review, if any, nor can there be any assurance that additional adjustments to the financial statements of the company will not be identified.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NAVISTAR INTERNATIONAL CORPORATION

Registrant

Date: April 20, 2007	/s/ William A. Caton
	William A. Caton Executive Vice President and Chief Financial Officer

EX-10.69

Exhibit 10.69

Compensation Committee Resolutions

NAVISTAR 1994 PERFORMANCE INCENTIVE PLAN

WHEREAS, Navistar International Corporation (the “Corporation”) maintains the Navistar 1994 Performance Incentive Plan, as may be amended from time to time (the “1994 Plan”); and

WHEREAS, the 1994 Plan, in relevant part, reserves to the Committee on Compensation and Governance of the Corporation’s Board of Directors (n/k/a the Compensation Committee) (the “Committee”) the right to modify at any time, without the consent of the participant, the (1) terms of the 1994 Plan, (2) the terms of any option previously granted thereunder, and (3) the terms of restricted shares previously awarded thereunder;

NOW, THEREFORE, BE IT RESOLVED, that the Committee hereby amends the 1994 Plan, effective as of the dates specified herein, as follows:

1.   Section VII of the 1994 Plan is hereby amended by adding the following new paragraph (6), effective as of the date on which the 1994 Plan was established, and by adding the following new paragraph (7), effective April 16, 2007, to the end thereof, to read as follows:

“(6) Notwithstanding any provision of the Plan to the contrary, the exercise of a Stock Option shall be settled solely in shares of Common Stock, and under no circumstances whatsoever shall a Stock Option be exercisable with respect to any period during which the exercise of such Stock Option would violate Applicable Law, as defined in Section XVIII.”

2.   Section XVIII of the 1994 Plan is hereby amended, in its entirety, effective as of the date on which the 1994 Plan was established, to read as follows:

“The Plan shall be governed by and construed in accordance with applicable Federal laws and, to the extent not inconsistent therewith or pre-empted thereby, with the laws of the State of Delaware (without regard to the conflicts of laws provisions of that State or any other jurisdiction), including applicable regulations, rules, and such other applicable authorities thereunder (“Applicable Law”). Accordingly, for the avoidance of doubt, the receipt, exercise, issuance, and disposition, as appropriate, of any Award, Common Stock, Stock Option, or other incentive or award under the Plan is expressly conditioned upon and subject to any and all limitations, restrictions, prohibitions, or such other conditions imposed by Applicable Law, including, but not limited to, applicable Federal and state securities law. Without limiting the generality and applicability of the foregoing and notwithstanding any provision of the Plan to the contrary, if and to the extent any amounts payable or benefits provided under this Plan are subject to, and would otherwise violate, the requirements of Section 409A of the Internal Revenue Code, as amended, including applicable regulations, rules, and such other applicable authorities thereunder (“Code Section 409A”), such amounts or benefits shall be paid or provided under such other conditions, determined by the Committee in its sole discretion, that cause the provision of such amounts or benefits to comply with, or not to be subject to, Code Section 409A and this Plan shall be construed and administered accordingly to achieve that objective.”

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NAVISTAR INTERNATIONAL CORPORATION

1998 INTERIM STOCK PLAN

WHEREAS, the Corporation maintains the Navistar International Corporation 1998 Interim Stock Plan, as may be amended from time to time (the “1998 Interim Plan”); and

WHEREAS, the 1998 Interim Plan, in relevant part, reserves to the Committee on Organization of the Corporation’s Board of Directors (n/k/a the Compensation Committee) (the “Committee”) the right to modify at any time, without the consent of the participant, the (1) terms of the 1998 Interim Plan, (2) the terms of any option previously granted thereunder, and (3) the terms of restricted shares previously awarded thereunder;

NOW, THEREFORE, BE IT RESOLVED, that the Committee hereby amends the 1998 Interim Plan, effective as of the dates specified herein, as follows:

1.   Section IV of the 1998 Interim Plan is hereby amended by adding the following text, effective as of the date on which the 1998 Interim Plan was established (or such other effective date, as specifically provided below), to the end thereof, to read as follows:

“Notwithstanding any provision of the Plan to the contrary, the exercise of any Nonqualified Stock Option shall be settled solely in shares of Common Stock, and under no circumstances whatsoever shall a Nonqualified Stock Option be exercisable with respect to any period during which the exercise of such Nonqualified Stock Option would violate Applicable Law, as defined in Section X.”

2.   Section X of the 1998 Interim Plan is hereby amended, in its entirety, effective as of the date on which the 1998 Interim Plan was established, to read as follows:

“The Plan shall be governed by and construed in accordance with applicable Federal laws and, to the extent not inconsistent therewith or pre-empted thereby, with the laws of the State of Delaware (without regard to the conflicts of laws provisions of that State or any other jurisdiction), including applicable regulations, rules, and such other applicable authorities thereunder (“Applicable Law”). Accordingly, for the avoidance of doubt, the receipt, exercise, issuance, and disposition, as appropriate, of any Award, Common Stock, Nonqualified Stock Option, or other incentive or award under the Plan is expressly conditioned upon and subject to any and all limitations, restrictions, prohibitions, or such other conditions imposed by Applicable Law, including, but not limited to, applicable Federal and state securities law. Without limiting the generality and applicability of the foregoing and notwithstanding any provision of the Plan to the contrary, if and to the extent any amounts payable or benefits provided under this Plan are subject to, and would otherwise violate, the requirements of Section 409A of the Internal Revenue Code, as amended, including applicable regulations, rules, and such other applicable authorities thereunder (“Code Section 409A”), such amounts or benefits shall be paid or provided under such other conditions, determined by the Committee in its sole discretion, that cause the provision of such amounts or benefits to comply with, or not to be subject to, Code Section 409A and this Plan shall be construed and administered accordingly to achieve that objective.”

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NAVISTAR 1998 SUPPLEMENTAL STOCK PLAN

WHEREAS, the Corporation maintains the Navistar 1998 Supplemental Stock Plan, as may be amended from time to time (the “1998 Supplemental Plan”); and

WHEREAS, the 1998 Supplemental Plan, in relevant part, reserves to the Committee on Compensation and Governance of the Corporation’s Board of Directors (n/k/a the Compensation Committee) (the “Committee”) the right to modify at any time, without the consent of the participant, the (1) terms of the 1998 Supplemental Plan, (2) the terms of any option previously granted thereunder, and (3) the terms of restricted shares previously awarded thereunder;

NOW, THEREFORE, BE IT RESOLVED, that the Committee hereby amends the 1998 Supplemental Plan, effective as of the dates specified herein, as follows:

1.   Section IV of the 1998 Supplemental Plan is hereby amended by adding the following text, effective as of the date on which the 1998 Supplemental Plan was established (or such other effective date, as specifically provided below), to the end thereof, to read as follows:

“Notwithstanding any provision of the Plan to the contrary, the exercise of any Nonqualified Stock Option shall be settled solely in shares of Common Stock, and under no circumstances whatsoever shall a Nonqualified Stock Option be exercisable with respect to any period during which the exercise of such Nonqualified Stock Option would violate Applicable Law, as defined in Section X.”

2.   Section X of the 1998 Supplemental Plan is hereby amended, in its entirety, effective as of the date on which the 1998 Supplemental Plan was established, to read as follows:

“The Plan shall be governed by and construed in accordance with applicable Federal laws and, to the extent not inconsistent therewith or pre-empted thereby, with the laws of the State of Delaware (without regard to the conflicts of laws provisions of that State or any other jurisdiction), including applicable regulations, rules, and such other applicable authorities thereunder (“Applicable Law”). Accordingly, for the avoidance of doubt, the receipt, exercise, issuance, and disposition, as appropriate, of any Award, Common Stock, Nonqualified Stock Option, or other incentive or award under the Plan is expressly conditioned upon and subject to any and all limitations, restrictions, prohibitions, or such other conditions imposed by Applicable Law, including, but not limited to, applicable Federal and state securities law. Without limiting the generality and applicability of the foregoing and notwithstanding any provision of the Plan to the contrary, if and to the extent any amounts payable or benefits provided under this Plan are subject to, and would otherwise violate, the requirements of Section 409A of the Internal Revenue Code, as amended, including applicable regulations, rules, and such other applicable authorities thereunder (“Code Section 409A”), such amounts or benefits shall be paid or provided under such other conditions, determined by the Committee in its sole discretion, that cause the provision of such amounts or benefits to comply with, or not to be subject to, Code Section 409A and this Plan shall be construed and administered accordingly to achieve that objective.”

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NAVISTAR INTERNATIONAL CORPORATION

2004 PERFORMANCE INCENTIVE PLAN

WHEREAS, Navistar International Corporation (the “Corporation”) maintains the Navistar International Corporation 2004 Performance Incentive Plan, as may be amended from time to time (the “2004 Plan”); and

WHEREAS, the 2004 Plan, in relevant part, generally reserves to the Committee on Compensation and Governance of the Corporation’s Board of Directors (n/k/a the Compensation Committee) (the “Committee”) the right to modify the 2004 Plan at any time, provided that no amendment to the 2004 Plan shall, without the consent of the affected participant, terminate or adversely affect any right or obligation under any stock option or other award previously granted thereunder;

NOW, THEREFORE, BE IT RESOLVED, that the Committee hereby amends the 2004 Plan, effective as of the dates specified herein, as follows:

1.   Section III(25) of the 2004 Plan is hereby amended by amended in its entirety, effective April 16, 2007, to read as follows:

“(25)‘Qualified Retirement’ means with respect to an Employee a termination from employment from the Corporation or any of its subsidiaries that occurs after the Employee attains age 55 and at the time of the termination the Employee has either: (i) 10 or more years of continuous service as a full-time Employee, or (ii) 10 or more years of service that would constitute credited service under the definition contained in the International Truck and Engine Corporation Retirement Plan for Salaried Employees ("RPSE"). Qualified Retirement for a Non-Employee Director means retirement under a retirement policy of the Board for Non-Employee Directors.”

2.   Section VII of the 2004 Plan is hereby amended by adding the following new paragraphs (13) and (14), effective April 16, 2007 (or such other effective date, as specifically provided below), to the end thereof, to read as follows:

“(13) Notwithstanding any provision of the Plan to the contrary, (a) the exercise of a Stock Option granted under the Plan at any time on or after April 16, 2007 shall be settled solely in shares of Common Stock, and under no circumstances whatsoever shall a Stock Option be exercisable with respect to any period during which the exercise of such Stock Option would violate Applicable Law, as defined in Section XVIII, and (b) in accordance with both the terms of the Prospectus for the Plan and the power and authority reserved to the Committee under Section XIII, and to the fullest extent permitted under Applicable Law, as defined in Section XVIII, the exercise of a Stock Option granted under the Plan at any time before April 16, 2007 shall be settled solely in shares of Common Stock, and under no circumstances whatsoever shall a Stock Option be exercisable with respect to any period during which the exercise of such Stock Option would violated Applicable Law, as defined in Section XVIII.”

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3.   Section XXII of the 2004 Plan is hereby amended, in its entirety, effective April 16, 2007 (or, to the fullest extent permitted by applicable law, effective as of the date on which the 2004 Plan was established), to read as follows:

“The Plan shall be governed by and construed in accordance with applicable Federal laws and, to the extent not inconsistent therewith or pre-empted thereby, with the laws of the State of Delaware (without regard to the conflicts of laws provisions of that State or any other jurisdiction), including applicable regulations, rules, and such other applicable authorities thereunder (“Applicable Law”). Accordingly, for the avoidance of doubt, the receipt, exercise, issuance, and disposition, as appropriate, of any Award, Common Stock, Stock Option, or other incentive or award under the Plan is expressly conditioned upon and subject to any and all limitations, restrictions, prohibitions, or such other conditions imposed by Applicable Law, including, but not limited to, applicable Federal and state securities law. Without limiting the generality and applicability of the foregoing and notwithstanding any provision of the Plan to the contrary, if and to the extent any amounts payable or benefits provided under this Plan are subject to, and would otherwise violate, the requirements of Section 409A of the Internal Revenue Code, as amended, including applicable regulations, rules, and such other applicable authorities thereunder (“Code Section 409A”), such amounts or benefits shall be paid or provided under such other conditions, determined by the Committee in its sole discretion, that cause the provision of such amounts or benefits to comply with, or not to be subject to, Code Section 409A and this Plan shall be construed and administered accordingly to achieve that objective.”

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NAVISTAR 1998 NON-EMPLOYEE DIRECTORS

STOCK OPTION PLAN

RESOLVED, that the Compensation Committee hereby recommends that the Board approve the following preambles and resolutions:

“WHEREAS, Navistar International Corporation (the “Corporation”) maintains the Navistar 1998 Non-Employee Directors Stock Option Plan, as may be amended from time to time (the “1998 Directors Plan”); and

WHEREAS, the 1998 Directors Plan, in relevant part, generally reserves to the Corporation’s Board of Directors (the “Board”) the right to modify the 1998 Directors Plan at any time, provided that no amendment to the 1998 Directors Plan shall, without the consent of the affected option holder, adversely affect any right under any stock option or other award previously granted thereunder;

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby amends the 1998 Directors Plan, effective as of the dates specified herein, as follows:

1.   Section 7 of the 1998 Directors Plan is hereby amended by adding the following text, effective as of the date on which the 1998 Directors Plan was established (or such other effective date, as specifically provided below), to the end thereof, to read as follows:

“Notwithstanding any provision of the Plan to the contrary, to the fullest extent permitted under Applicable Law, as defined in Section 15, the exercise of an option granted under the Plan shall be settled solely in shares of Common Stock of the Corporation, and under no circumstances whatsoever shall an option be exercisable with respect to any period during which the exercise of such option would violate Applicable Law, as defined in Section 15.”

2.   The 1998 Directors Plan is hereby amended, effective April 16, 2007 (or, to the fullest extent permitted by applicable law, effective as of the date on which the 1998 Directors Plan was established), by adding a new Section 15 to read as follows:

“15.Governing Law

The Plan shall be governed by and construed in accordance with applicable Federal laws and, to the extent not inconsistent therewith or pre-empted thereby, with the laws of the State of Delaware (without regard to the conflicts of laws provisions of that State or any other jurisdiction), including applicable regulations, rules, and such other applicable authorities thereunder (“Applicable Law”). Accordingly, for the avoidance of doubt, the receipt, exercise, issuance, and disposition, as appropriate, of any Common Stock, option, or other incentive or award under the Plan is expressly conditioned upon and subject to any and all limitations, restrictions, prohibitions, or such other conditions imposed by Applicable Law, including, but not limited to, applicable Federal and state securities law. Without limiting the generality and applicability of the foregoing and notwithstanding any provision of the Plan to the contrary, if and to the extent any amounts payable or benefits provided under this Plan are subject to, and would otherwise violate, the requirements of Section 409A of the Internal Revenue Code, as amended, including applicable regulations, rules, and such other applicable authorities thereunder (“Code Section 409A”), such amounts or benefits shall be paid or provided under such other conditions, determined by the Board in its sole discretion, that cause the provision of such amounts or benefits to comply with, or not to be subject to, Code Section 409A and this Plan shall be construed and administered accordingly to achieve that objective.”

 

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EX-10.70

Exhibit 10.70

Board of Directors Resolutions

NAVISTAR 1998 NON-EMPLOYEE DIRECTORS

STOCK OPTION PLAN

WHEREAS, Navistar International Corporation (the “Corporation”) maintains the Navistar 1998 Non-Employee Directors Stock Option Plan, as may be amended from time to time (the “1998 Directors Plan”); and

WHEREAS, the 1998 Directors Plan, in relevant part, generally reserves to the Corporation’s Board of Directors (the “Board”) the right to modify the 1998 Directors Plan at any time, provided that no amendment to the 1998 Directors Plan shall, without the consent of the affected option holder, adversely affect any right under any stock option or other award previously granted thereunder;

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby amends the 1998 Directors Plan, effective as of the dates specified herein, as follows:

1.   Section 7 of the 1998 Directors Plan is hereby amended by adding the following text, effective as of the date on which the 1998 Directors Plan was established (or such other effective date, as specifically provided below), to the end thereof, to read as follows:

“Notwithstanding any provision of the Plan to the contrary, to the fullest extent permitted under Applicable Law, as defined in Section 15, the exercise of an option granted under the Plan shall be settled solely in shares of Common Stock of the Corporation, and under no circumstances whatsoever shall an option be exercisable with respect to any period during which the exercise of such option would violate Applicable Law, as defined in Section 15.”

2.   The 1998 Directors Plan is hereby amended, effective April 16, 2007 (or, to the fullest extent permitted by applicable law, effective as of the date on which the 1998 Directors Plan was established), by adding a new Section 15 to read as follows:

“15.Governing Law

The Plan shall be governed by and construed in accordance with applicable Federal laws and, to the extent not inconsistent therewith or pre-empted thereby, with the laws of the State of Delaware (without regard to the conflicts of laws provisions of that State or any other jurisdiction), including applicable regulations, rules, and such other applicable authorities thereunder (“Applicable Law”). Accordingly, for the avoidance of doubt, the receipt, exercise, issuance, and disposition, as appropriate, of any Common Stock, option, or other incentive or award under the Plan is expressly conditioned upon and subject to any and all limitations, restrictions, prohibitions, or such other conditions imposed by Applicable Law, including, but not limited to, applicable Federal and state securities law. Without limiting the generality and applicability of the foregoing and notwithstanding any provision of the Plan to the contrary, if and to the extent any amounts payable or benefits provided under this Plan are subject to, and would otherwise violate, the requirements of Section 409A of the Internal Revenue Code, as amended, including applicable regulations, rules, and such other applicable authorities thereunder (“Code Section 409A”), such amounts or benefits shall be paid or provided under such other conditions, determined by the Board in its sole discretion, that cause the provision of such amounts or benefits to comply with, or not to be subject to, Code Section 409A and this Plan shall be construed and administered accordingly to achieve that objective.”

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