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  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.

    10.3  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.

    10.4  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 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 5, 1996.  Commission File No.1-4146-1.

    10.5  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.

    10.6  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.

    10.7  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.

    10.8  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.

    10.9* 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.

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     PAGE 2

                                                          EXHIBIT 10 (CONTINUED)

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


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

    10.11  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.

    10.12* 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.

    10.13* 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.

    10.14  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.

    10.15* 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.

    10.16  Transfer and Administration Agreement  dated as of November 13, 1998,
           between Navistar Financial  Corporation,  as Servicer,  and  Navistar
           Financial Retail Receivables Corporation, as  Transferor, Park Avenue
           Receivables Corporation, as Purchaser, and The Chase Manhattan  Bank,
           as  Funding  Agent and APA Bank. Filed on Form 8-K dated December 18,
           1998.  Commission  File No. 33-64249.

    10.17* Navistar  1994  Performance  Incentive Plan amended as of October 13,
           1998. Filed  as  Exhibit 10.19  to Form 10-K dated December 22, 1998.
           Commission File No. 1-9618.

    10.18  Trust Agreement dated as of June 3, 1999, between  Navistar Financial
           Retail Receivables Corporation, as Seller, and  Chase Manhattan  Bank
           Delaware, as Owner Trustee, with respect to Navistar Financial 1999-A
           Owner Trust. Filed on Registration No. 33-50291.

    10.19  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.

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    PAGE 3

                                                          EXHIBIT 10 (CONTINUED)

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


    10.20  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.

     The  following  documents of Navistar  International  Corporation are filed
herewith:

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

    10.21* Navistar 1998 Supplemental Stock Plan                     **


*    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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