PAGE 1
                                                                      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 December 1, 1990,
               among  Navistar  Financial  Corporation  as  Servicer,   Navistar
               Financial  Securities   Corporation  as  Seller,  and  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 Trustee. Filed on Registration No. 33-36767.

    10.3       Amended and  Restated  Credit  Agreement  dated as of November 4,
               1994 among Navistar Financial Corporation, certain banks, certain
               Co-Arranger banks, and Morgan Guaranty Trust Company of New York,
               as  Administrative  Agent.  Filed on Form 8-K dated  November  4,
               1994. Commission File No.
               1-4146-1.

    10.4       Liquidity  Agreement dated as of November 7, 1994 among NFC Asset
               Trust, as Borrower,  Chemical Bank, Bank of America Illinois, The
               Bank of Nova Scotia,  and Morgan  Guaranty  Trust  Company of New
               York,  as  Co-Arrangers,  and Chemical  Bank,  as  Administrative
               Agent. Filed on Form 8-K dated November 4, 1994.  Commission File
               No. 1-4146-1.

    10.5       Indenture  dated as of May 25, 1995  between  Navistar  Financial
               1995-A  Owner  Trust  and The  Bank  of New  York,  as  Indenture
               Trustee,  with respect to Navistar  Financial 1995-A Owner Trust.
               Filed on Registration No. 33-55865.

    10.6       Indenture dated as of November 1, 1995 between Navistar Financial
               1995-B  Owner  Trust  and The  Bank  of New  York,  as  Indenture
               Trustee,  with respect to Navistar  Financial 1995-B Owner Trust.
               Filed on Registration No. 33-55865.

    10.7       Amendment  No. 2 dated as of March 29,  1996,  to the Amended and
               Restated  Credit  Agreement  dated as of  November  4,  1994,  as
               amended by Amendment  No. 1 dated as of December 15, 1995,  among
               Navistar Financial, certain banks, certain Co-Arranger banks, and
               Morgan  Guaranty  Trust  Company of New York,  as  Administrative
               Agent filed on Form 8-K dated June 5, 1996.  Commission  File No.
               1-4146-1.

    10.8       Indenture dated as of May 30, 1996,  between  Navistar  Financial
               1996-A  Owner  Trust  and The  Bank  of New  York,  as  Indenture
               Trustee,  with respect to Navistar  Financial 1996-A Owner Trust.
               Filed on Registration No. 33-55865.

    10.9       Indenture  dated  as  of  November  6,  1996,   between  Navistar
               Financial  1996-B  Owner  Trust  and  The  Bank of New  York,  as
               Indenture  Trustee,  with  respect to Navistar  Financial  1996-B
               Owner Trust. Filed on Registration No. 33-55865.

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         PAGE 2
                                                          EXHIBIT 10 (CONTINUED)

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


    10.10      Indenture  dated as of May 7, 1997,  between  Navistar  Financial
               1997-A  Owner  Trust  and The  Bank  of New  York,  as  Indenture
               Trustee,  with respect to Navistar  Financial 1997-A Owner Trust.
               Filed on Registration No. 33-55865.

    10.11      Amendment  No. 3 dated as of May 27,  1997,  to the  Amended  and
               Restated  Credit  Agreement  dated as of  November  4,  1994,  as
               amended by  Amendment  No. 1 dated as of  December  15,  1995 and
               Amendment  No. 2 dated  as of  March  29,  1996,  among  Navistar
               Financial Corporation,  certain banks, certain Co-Arranger banks,
               and Morgan Guaranty Trust Company of New York, as  Administrative
               Agent filed on Form 8-K dated June 17, 1997.  Commission File No.
               1-4146-1.

    10.12*     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.

    10.13*     Navistar  International  Corporation  Stock Ownership  Program.
               Filed as Exhibit 10.20 to Form 10-Q dated September 12, 1997.
               Commission File No. 1-9618.

    10.14      Indenture  dated  as  of  November  5,  1997,   between  Navistar
               Financial  1997-B  Owner  Trust  and  The  Bank of New  York,  as
               Indenture  Trustee,  with  respect to Navistar  Financial  1997-B
               Owner Trust. Filed on Registration No. 33-64249.

    10.15*     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.

    10.16*     Navistar 1998 Non-Employee Director Stock Option Plan. Filed as
               Exhibit 10.20 to Form 10-Q dated March 17, 1998.  Commission File
               No. 1-9618.

    10.17      Indenture dated as of June 4, 1998,  between  Navistar  Financial
               1998-A  Owner  Trust  and The  Bank  of New  York,  as  Indenture
               Trustee,  with respect to Navistar  Financial 1998-A Owner Trust.
               Filed on Registration No. 33-64249.

    10.18*     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.

    The following  documents of Navistar International Corporation are filed
    herewith:

                                                                Form 10-K Page
                                                                --------------

                                                                     

    10.19*     Navistar 1994 Performance Incentive Plan                **
               amended as of October 13, 1998.

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

**  Filed only electronically with the Securities and Exchange Commission.

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