EXHIBIT 3

NAVISTAR INTERNATIONAL CORPORATION

AND CONSOLIDATED SUBSIDIARIES

 ______________________________

ARTICLES OF INCORPORATION AND BY-LAWS

The following documents of Navistar International Corporation are incorporated herein by reference:

3.1	Amended and Restated Certificate of Incorporation of Navistar International Corporation, dated February 12, 2015. Filed as Exhibit 3.1 to Current Report on Form 8-K which was dated and filed on February 18, 2015. Commission File No. 001-09618.
3.2	Third Amended and Restated By-Laws of Navistar International Corporation effective October 5, 2012. Filed as Exhibit 3.1 to Current Report on Form 8-K, which was dated and filed on October 10, 2012. Commission File No. 001-09618.

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