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                                                                  EXECUTION COPY



                       NAVISTAR INTERNATIONAL CORPORATION

                                  $400,000,000

                          9-3/8% Senior Notes due 2006

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                    May 31, 2001



J.P. MORGAN SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
BANC OF AMERICA SECURITIES LLC
SCOTIA CAPITAL (USA) INC.
BNY CAPITAL MARKETS, INC.
RBC DOMINION SECURITIES CORPORATION
c/o J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

                  Navistar International Corporation, a Delaware corporation
(the "COMPANY"), proposes to issue and sell J.P. Morgan Securities Inc.
("JPMORGAN"), Credit Suisse First Boston Corporation, Banc of America Securities
LLC, Scotia Capital (USA) Inc., BNY Capital Markets Inc., and RBC Dominion
Securities Corporation (collectively, the "INITIAL PURCHASERS"), upon the terms
and subject to the conditions set forth in a purchase agreement dated May 23,
2001 (the "PURCHASE AGREEMENT"), $400,000,000 aggregate principal amount of its
9-3/8% Senior Notes due 2006 (the "SECURITIES") to be guaranteed on a senior
basis by International Truck and Engine Corporation, as subsidiary guarantor
(the "Guarantor"). Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Purchase Agreement.

                  As an inducement to the Initial Purchasers to enter into the
Purchase Agreement and in satisfaction of a condition to the obligations of the
Initial Purchasers thereunder, the Company and the Guarantor agree with the
Initial Purchasers, for the benefit of the holders (including the Initial
Purchasers) of the Securities, the Exchange Securities (as defined herein) and
the Private Exchange Securities (as defined herein) (collectively, the
"HOLDERS"), as follows:

                  1. REGISTERED EXCHANGE OFFER. The Company and the Guarantor
shall (i) prepare and, not later than 90 days following the date of original
issuance of the Securities (the "ISSUE DATE"), file with the Commission a
registration statement (the "EXCHANGE OFFER REGISTRATION

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STATEMENT") on an appropriate form under the Securities Act with respect to a
proposed offer to the Holders of the Securities (the "REGISTERED EXCHANGE
OFFER") to issue and deliver to such Holders, in exchange for the Securities,
a like aggregate principal amount of debt securities of the Company (the
"EXCHANGE SECURITIES") that are identical in all material respects to the
Securities, except for the transfer restrictions relating to the Securities,
(ii) use its reasonable best efforts to cause the Exchange Offer Registration
Statement to become effective under the Securities Act no later than 180 days
after the Issue Date and the Registered Exchange Offer to be consummated no
later than 210 days after the Issue Date and (iii) keep the Exchange Offer
Registration Statement effective for not less than 20 business days (or
longer, if required by applicable law) after the date on which notice of the
Registered Exchange Offer is mailed to the Holders (such period being called
the "EXCHANGE OFFER REGISTRATION PERIOD"). The Exchange Securities will be
issued under the Indenture or an indenture (the "EXCHANGE SECURITIES
INDENTURE") between the Company, the Guarantor and the Trustee or such other
bank or trust company that is reasonably satisfactory to the Initial
Purchasers, as trustee (the "EXCHANGE SECURITIES TRUSTEE"), such indenture to
be identical in all material respects to the Indenture, except for the
transfer restrictions relating to the Securities (as described above).

                  Upon the effectiveness of the Exchange Offer Registration
Statement, the Company and the Guarantor shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder electing to exchange Securities for Exchange Securities
(assuming that such Holder (a) is not an affiliate of the Company or an
Exchanging Dealer (as defined herein) not complying with the requirements of the
next sentence, (b) acquires the Exchange Securities in the ordinary course of
such Holder's business and (c) has no arrangements or understandings with any
person to participate in the distribution of the Exchange Securities) and to
trade such Exchange Securities from and after their receipt without any
limitations or restrictions under the Securities Act and without material
restrictions under the securities laws of the several states of the United
States. The Company, the Guarantor, the Initial Purchasers and each Exchanging
Dealer acknowledge that, pursuant to current interpretations by the Commission's
staff of Section 5 of the Securities Act, each Holder that is a broker-dealer
electing to exchange Securities, acquired for its own account as a result of
market-making activities or other trading activities, for Exchange Securities
(an "EXCHANGING DEALER"), is required to deliver a prospectus containing
substantially the information set forth in Annex A hereto on the cover, in Annex
B hereto in the "Exchange Offer Procedures" section and the "Purpose of the
Exchange Offer" section and in Annex C hereto in the "Plan of Distribution"
section of such prospectus in connection with a sale of any such Exchange
Securities received by such Exchanging Dealer pursuant to the Registered
Exchange Offer.

                  If, prior to the consummation of the Registered Exchange
Offer, any Holder holds any Securities acquired by it that have, or that are
reasonably likely to be determined to have, the status of an unsold allotment
in an initial distribution, or any Holder is not entitled to participate in
the Registered Exchange Offer, the Company and the Guarantor shall, upon the
written request of any such Holder, simultaneously with the delivery of the
Exchange Securities in the Registered Exchange Offer, issue and deliver to
any such Holder, in exchange for the Securities held by such Holder (the
"PRIVATE EXCHANGE"), a like aggregate principal amount of debt securities of
the Company guaranteed on a senior basis by the Guarantor (the "PRIVATE
EXCHANGE SECURITIES") that are identical in all material respects to the
Exchange Securities, except for the transfer restrictions relating to such
Private Exchange Securities. The Private Exchange Securities will be issued
under the same indenture as the Exchange Securities, and the Company

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shall use its reasonable best efforts to cause the Private Exchange
Securities to bear the same CUSIP number as the Exchange Securities.

                  In connection with the Registered Exchange Offer, the Company
shall:

                  (a) mail to each Holder a copy of the prospectus forming
         part of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (b) keep the Registered Exchange Offer open for not less than
         20 business days (or longer, if required by applicable law) after the
         date on which notice of the Registered Exchange Offer is mailed to the
         Holders;

                  (c) utilize the services of a depositary for the Registered
         Exchange Offer with an address in the Borough of Manhattan, The City
         of New York;

                  (d) permit Holders to withdraw tendered Securities at any
         time prior to the close of business, New York City time, on the last
         business day on which the Registered Exchange Offer shall remain open;
         and

                  (e) otherwise comply in all material respects with all laws
         that are applicable to the Registered Exchange Offer.

                  As soon as reasonably practicable after the close of the
Registered Exchange Offer and any Private Exchange, as the case may be, the
Company shall:

                  (a) accept for exchange all Securities tendered and not
         validly withdrawn pursuant to the Registered Exchange Offer and the
         Private Exchange;

                  (b) deliver to the Trustee for cancellation all Securities
         so accepted for exchange; and

                  (c) cause the Trustee or the Exchange Securities Trustee,
         as the case may be, promptly to authenticate and deliver to each
         Holder, Exchange Securities or Private Exchange Securities, as the
         case may be, equal in principal amount to the Securities of such
         Holder so accepted for exchange.

                  The Company shall, upon receiving written notice by any
person subject to the prospectus delivery requirements of the Securities Act
within 20 business days after the completion of the Exchange Offer, use its
reasonable best efforts to keep the Exchange Offer Registration Statement
effective and to amend and supplement the prospectus contained therein in
order to permit such prospectus to be used by all persons subject to the
prospectus delivery requirements of the Securities Act for such period of
time as such persons must comply with such requirements in order to resell
the Exchange Securities; PROVIDED that (i) in the case where such prospectus
and any amendment or supplement thereto must be delivered by an Exchanging
Dealer, such period shall be the lesser of 180 days and the date on which all
Exchanging Dealers have sold all Exchange Securities held by them and (ii)
the Company shall make such prospectus and any amendment or supplement
thereto available to any broker-dealer who so requests for use

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in connection with any resale of any Exchange Securities for a period of not
less than 90 days after the consummation of the Registered Exchange Offer.

                  The Indenture or the Exchange Securities Indenture, as the
case may be, shall provide that the Securities, the Exchange Securities and the
Private Exchange Securities shall vote and consent together on all matters as
one class and that none of the Securities, the Exchange Securities or the
Private Exchange Securities will have the right to vote or consent as a separate
class on any matter.

                  Interest on each Exchange Security and Private Exchange
Security issued pursuant to the Registered Exchange Offer and in the Private
Exchange will accrue from the last interest payment date on which interest was
paid on the Securities surrendered in exchange therefor or, if no interest has
been paid on the Securities, from the Issue Date.

                  Each Holder participating in the Registered Exchange Offer
shall be required to represent to the Company that at the time of the
consummation of the Registered Exchange Offer (i) any Exchange Securities
received by such Holder will be acquired in the ordinary course of business,
(ii) such Holder will have no arrangements or understanding with any person to
participate in the distribution of the Securities or the Exchange Securities
within the meaning of the Securities Act and (iii) such Holder is not an
affiliate of the Company or, if it is such an affiliate, such Holder will comply
with the registration and prospectus delivery requirements of the Securities Act
to the extent applicable.

                  Notwithstanding any other provisions hereof, the Company and
the Guarantor will ensure that (i) any Exchange Offer Registration Statement and
any amendment thereto and any prospectus forming part thereof and any supplement
thereto complies in all material respects with the Securities Act and the rules
and regulations of the Commission thereunder, (ii) any Exchange Offer
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and (iii) any prospectus forming part of any Exchange
Offer Registration Statement, and any supplement to such prospectus, does not,
as of the consummation of the Registered Exchange Offer, include an untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading.

                  2. SHELF REGISTRATION. If (i) because of any change in law
or applicable interpretations thereof by the Commission's staff the Company
and the Guarantor are not permitted to effect the Registered Exchange Offer
as contemplated by Section 1 hereof, or (ii) for any other reason the
Registered Exchange Offer is not consummated within 210 days after the Issue
Date provided that it is not otherwise scheduled to be consummated within 20
business days thereof, or (iii) any Initial Purchaser so requests with
respect to Securities or Private Exchange Securities not eligible to be
exchanged for Exchange Securities in the Registered Exchange Offer and held
by it following the consummation of the Registered Exchange Offer, or (iv)
any applicable law or interpretations do not permit any Holder to participate
in the Registered Exchange Offer, or (v) any Holder that participates in the
Registered Exchange Offer does not receive freely transferable Exchange
Securities in exchange for tendered Securities, then the following provisions
shall apply:

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                  (a) The Company and the Guarantor shall use their
         reasonable best efforts to file as promptly as reasonably
         practicable (but in no event more than the later of (i) 45 days
         after so required or requested pursuant to this Section 2 or (ii) 90
         days following the Issue Date) with the Commission (the "SHELF
         FILING Date"), and thereafter shall use its reasonable best efforts
         to cause to be declared effective, a shelf registration statement on
         an appropriate form under the Securities Act relating to the offer
         and sale of the Transfer Restricted Securities by the Holders
         thereof from time to time in accordance with the methods of
         distribution set forth in such registration statement (hereafter, a
         "SHELF REGISTRATION STATEMENT" and, together with any Exchange Offer
         Registration Statement, a "REGISTRATION STATEMENT").

                  (b) The Company and the Guarantor shall use their
         reasonable best efforts to keep the Shelf Registration Statement
         continuously effective in order to permit the prospectus forming
         part thereof to be used by Holders of Transfer Restricted Securities
         (as defined below) for a period of two years from the Issue Date or
         such shorter period that will terminate when all the Transfer
         Restricted Securities covered by the Shelf Registration Statement
         have been sold pursuant thereto (in any such case, such period being
         called the "SHELF REGISTRATION PERIOD"). The Company and the
         Guarantor shall be deemed not to have used its reasonable best
         efforts to keep the Shelf Registration Statement effective during
         the requisite period if the Company or the Guarantor voluntarily
         takes any action that would result in Holders of Transfer Restricted
         Securities covered thereby not being able to offer and sell such
         Transfer Restricted Securities during that period, unless such
         action is required by applicable law.

                  (c) Notwithstanding any other provisions hereof, the
         Company and the Guarantor will ensure that (i) any Shelf
         Registration Statement and any amendment thereto and any prospectus
         forming part thereof and any supplement thereto complies in all
         material respects with the Securities Act and the rules and
         regulations of the Commission thereunder, (ii) any Shelf
         Registration Statement and any amendment thereto (in either case,
         other than with respect to information included therein in reliance
         upon or in conformity with written information furnished to the
         Company by or on behalf of any Holder specifically for use therein
         (the "HOLDERS' INFORMATION")) does not, when it becomes effective,
         contain an untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading and (iii) any prospectus forming
         part of any Shelf Registration Statement, and any supplement to such
         prospectus (in either case, other than with respect to Holders'
         Information), does not include an untrue statement of a material
         fact or omit to state a material fact necessary in order to make the
         statements therein, in the light of the circumstances under which
         they were made, not misleading.

                  3. LIQUIDATED DAMAGES. (a) The parties hereto agree that
the Holders of Transfer Restricted Securities will suffer damages if the
Company and the Guarantor fail to fulfill their respective obligations under
Section 1 or Section 2, as applicable, and that it would not be feasible to
ascertain the extent of such damages. Accordingly, if (i) the Exchange Offer
Registration Statement is not filed with the Commission on or prior to 90
days after the Issue Date or the Shelf Registration Statement is not filed
with the Commission on or before the Shelf Filing Date, (ii) the Exchange
Offer Registration Statement or the Shelf Registration Statement is not
declared effective within 180 days after the Issue Date, (iii) the Registered
Exchange Offer is

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not consummated on or prior to 210 days after the Issue Date, or (iv) the
Shelf Registration Statement is filed and declared effective within 90 days
after the Issue Date but shall thereafter cease to be effective (at any time
that the Company and the Guarantor are obligated to maintain the
effectiveness thereof) without being succeeded within 30 days by an
additional Registration Statement filed and declared effective (each such
event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"), the
Company and the Guarantor will be obligated to pay liquidated damages to each
Holder of Transfer Restricted Securities, during the period of one or more
such Registration Defaults, in an amount equal to $0.192 per week per $1,000
principal amount of Transfer Restricted Securities held by such Holder until
(i) the applicable Registration Statement is filed, (ii) the Exchange Offer
Registration Statement or the Shelf Registration Statement, as the case may
be, is declared effective, (iii) the Registered Exchange Offer is consummated
or (iv) the Shelf Registration Statement again becomes effective, as the case
may be. Following the cure of all Registration Defaults, the accrual of
liquidated damages will cease. As used herein, the term "TRANSFER RESTRICTED
SECURITIES" means (i) each Security until the date on which such Security has
been exchanged for a freely transferable Exchange Security in the Registered
Exchange Offer, (ii) each Security until the date on which it has been
effectively registered under the Securities Act and disposed of in accordance
with the Shelf Registration Statement or (iii) each Security until the date
on which it is distributed to the public pursuant to Rule 144 under the
Securities Act or is freely saleable pursuant to Rule 144(k) under the
Securities Act. Notwithstanding anything to the contrary in this Section
3(a), neither the Company nor the Guarantor shall be required to pay
liquidated damages to a Holder of Transfer Restricted Securities if such
Holder failed to comply with its obligations to make the representations set
forth in the second to last paragraph of Section 1 or failed to provide the
information required to be provided by it, if any, pursuant to Section 4(n).

                  (b) The Company shall notify the Trustee and the Paying
Agent under the Indenture as soon as practicable, but no later than two
business days, after the happening of each and every Registration Default.
The Company or the Guarantor, as the case may be, shall pay the liquidated
damages due on the Transfer Restricted Securities by depositing with the
Paying Agent (which may not be the Company for these purposes), in trust, for
the benefit of the Holders thereof, prior to 10:00 a.m., New York City time,
on the next interest payment date specified by the Indenture and the
Securities, sums sufficient to pay the liquidated damages then due. The
liquidated damages due shall be payable on each interest payment date
specified by the Indenture and the Securities to the record holder entitled
to receive the interest payment to be made on such date. Each obligation to
pay liquidated damages shall be deemed to accrue from and including the date
of the applicable Registration Default.

                  (c) The parties hereto agree that the liquidated damages
provided for in this Section 3 constitutes a reasonable estimate of and is
intended to constitute the sole damages that will be suffered by Holders of
Transfer Restricted Securities by reason of the failure of (i) the Shelf
Registration Statement or the Exchange Offer Registration Statement to be
filed, (ii) the Shelf Registration Statement to be declared effective, (iii)
the Shelf Registration Statement to remain effective or (iv) the Exchange
Offer Registration Statement to be declared effective and the Registered
Exchange Offer to be consummated, in each case to the extent required by this
Agreement.

                  4. REGISTRATION PROCEDURES. In connection with any
Registration Statement, the following provisions shall apply:


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                  (a) The Company shall (i) furnish to each Initial
         Purchaser, prior to the filing thereof with the Commission, a copy
         of the Registration Statement and each amendment thereof and each
         supplement, if any, to the prospectus included therein and shall use
         its reasonable best efforts to reflect in each such document, when
         so filed with the Commission, such comments as any Initial Purchaser
         may reasonably propose; (ii) include in a form consistent with
         applicable rules and regulations of the Commission the information
         set forth in Annex A hereto on the cover, in Annex B hereto in the
         "Exchange Offer Procedures" section and the "Purpose of the Exchange
         Offer" section and in Annex C hereto in the "Plan of Distribution"
         section of the prospectus forming a part of the Exchange Offer
         Registration Statement, and include the information set forth in
         Annex D hereto in the Letter of Transmittal delivered pursuant to
         the Registered Exchange Offer; and (iii) if requested by any Initial
         Purchaser, include the information required by Items 507 or 508 of
         Regulation S-K, as applicable, in the prospectus forming a part of
         the Exchange Offer Registration Statement.

                  (b) The Company shall advise each Initial Purchaser, and,
         with respect to clauses (ii) - (v) hereof, each Exchanging Dealer
         known to the Company and the Holders of Transfer Restricted
         Securities included within the coverage of any Shelf Registration
         Statement and, if requested by any such person, confirm such advice
         in writing (which advice pursuant to clauses (ii)-(v) hereof shall
         be accompanied by an instruction to suspend the use of the
         prospectus until the requisite changes have been made):

                      (i)    when any Registration Statement and any
                  amendment thereto has been filed with the Commission and
                  when such Registration Statement or any post-effective
                  amendment thereto has become effective;

                      (ii)   of any request by the Commission for amendments
                  or supplements to any Registration Statement that has been
                  declared effective or the prospectus included therein or for
                  additional information;

                      (iii)  of the issuance by the Commission of any stop
                  order suspending the effectiveness of any Registration
                  Statement or the initiation of any proceedings for that
                  purpose;

                      (iv)   of the receipt by the Company of any
                  notification with respect to the suspension of the
                  qualification of the Securities, the Exchange Securities or
                  the Private Exchange Securities for sale in any
                  jurisdiction or the initiation or threatening of any
                  proceeding for such purpose; and

                      (v)    of the happening of any event that requires the
                  making of any changes in any Registration Statement or the
                  prospectus included therein in order that the statements
                  therein are not misleading and do not omit to state a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading.

                  (c) The Company and the Guarantor will make every
         reasonable effort to obtain the withdrawal at the earliest possible
         time of any order suspending the effectiveness of any Registration
         Statement.


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                  (d) The Company will furnish to each Holder of Transfer
         Restricted Securities included within the coverage of any Shelf
         Registration Statement, without charge, at least one conformed copy
         of such Shelf Registration Statement and any post-effective
         amendment thereto, including financial statements and schedules and,
         if any such Holder so requests in writing, all exhibits thereto not
         otherwise accessible through the SEC's website (including those, if
         any, incorporated by reference).

                  (e) The Company will, during the Shelf Registration Period,
         promptly deliver to each Holder of Transfer Restricted Securities
         included within the coverage of any Shelf Registration Statement,
         without charge, as many copies of the prospectus (including each
         preliminary prospectus) included in such Shelf Registration
         Statement and any amendment or supplement thereto as such Holder may
         reasonably request; and the Company consents to the use of such
         prospectus or any amendment or supplement thereto by each of the
         selling Holders of Transfer Restricted Securities in connection with
         the offer and sale of the Transfer Restricted Securities covered by
         such prospectus or any amendment or supplement thereto.

                  (f) The Company will furnish to each Initial Purchaser and
         each Exchanging Dealer known to the Company, and to any other Holder
         who so requests, without charge, at least one conformed copy of the
         Exchange Offer Registration Statement and any post-effective
         amendment thereto, including financial statements and schedules and,
         if any Initial Purchaser or Exchanging Dealer or any such Holder so
         requests in writing, all exhibits thereto not otherwise accessible
         through the SEC's website (including those, if any, incorporated by
         reference).

                  (g) The Company will, during the Exchange Offer Registration
         Period or the Shelf Registration Period, as applicable, promptly
         deliver to each Initial Purchaser, each Exchanging Dealer and such
         other persons who have notified the Company that are required to
         deliver a prospectus following the Registered Exchange Offer, without
         charge, as many copies of the final prospectus included in the Exchange
         Offer Registration Statement or the Shelf Registration Statement and
         any amendment or supplement thereto as such Initial Purchaser,
         Exchanging Dealer or other persons may reasonably request; and the
         Company and the Guarantor consent to the use of such prospectus or
         any amendment or supplement thereto by any such Initial Purchaser,
         Exchanging Dealer or other persons, as applicable, as aforesaid.

                  (h) Prior to the effective date of any Registration
         Statement, the Company and the Guarantor will use their reasonable
         best efforts to register or qualify, or cooperate with the Holders of
         Securities, Exchange Securities or Private Exchange Securities included
         therein and their respective counsel in connection with the
         registration or qualification of, such Securities, Exchange Securities
         or Private Exchange Securities for offer and sale under the securities
         or blue sky laws of such jurisdictions as any such Holder reasonably
         requests in writing and do any and all other acts or things
         necessary or advisable to enable the offer and sale in such
         jurisdictions of the Securities, Exchange Securities or
         Private Exchange Securities covered by such Registration Statement;
         PROVIDED that the Company and the Guarantor will not be required to
         qualify generally to do business in any jurisdiction where it is not
         then so qualified or to take any action which would


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         subject it to general service of process or to taxation in any such
         jurisdiction where it is not then so subject.

                  (i) The Company and the Guarantor will cooperate with the
         Holders of Securities, Exchange Securities or Private Exchange
         Securities to facilitate the timely preparation and delivery of
         certificates representing Securities, Exchange Securities or Private
         Exchange Securities to be sold pursuant to any Registration
         Statement free of any restrictive legends and in such denominations
         and registered in such names as the Holders thereof may request in
         writing prior to sales of Securities, Exchange Securities or Private
         Exchange Securities pursuant to such Registration Statement.

                  (j) If any event contemplated by Section 4(b)(ii) through
         (v) occurs during the period for which the Company and the Guarantor
         are required to maintain an effective Registration Statement, the
         Company will promptly prepare and file with the Commission a
         post-effective amendment to the Registration Statement or a
         supplement to the related prospectus or file any other required
         document so that, as thereafter delivered to purchasers of the
         Securities, Exchange Securities or Private Exchange Securities from
         a Holder, the prospectus will not include an untrue statement of a
         material fact or omit to state a material fact necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading.

                  (k) Not later than the effective date of the applicable
         Registration Statement, the Company will provide a CUSIP number for
         the Securities, the Exchange Securities and the Private Exchange
         Securities, as the case may be, and provide the applicable trustee
         with printed certificates for the Securities, the Exchange
         Securities or the Private Exchange Securities, as the case may be,
         in a form eligible for deposit with The Depository Trust Company.

                  (l) The Company and the Guarantor will comply all material
         respects with applicable rules and regulations of the Commission and
         will make generally available to its security holders as soon as
         practicable after the effective date of the applicable Registration
         Statement an earning statement satisfying the provisions of Section
         11(a) of the Securities Act; PROVIDED that in no event shall such
         earning statement be delivered later than 45 days after the end of a
         12-month period (or 90 days, if such period is a fiscal year)
         beginning with the first month of the Company's first fiscal quarter
         commencing after the effective date of the applicable Registration
         Statement, which statement shall cover such 12-month period.

                  (m) The Company and the Guarantor will cause the Indenture
         or the Exchange Securities Indenture, as the case may be, to be
         qualified under the Trust Indenture Act as required by applicable
         law in a timely manner.

                  (n) The Company may require each Holder of Transfer
         Restricted Securities to be registered pursuant to any Shelf
         Registration Statement to furnish to the Company such information
         concerning the Holder and the distribution of such Transfer
         Restricted Securities as the Company may from time to time reasonably
         require for inclusion in such Shelf Registration Statement, and the
         Company may exclude from such registration the


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         Transfer Restricted Securities of any Holder that fails to furnish
         such information within a reasonable time after receiving such request.

                  (o) In the case of a Shelf Registration Statement, each
         Holder of Transfer Restricted Securities to be registered pursuant
         thereto agrees by acquisition of such Transfer Restricted Securities
         that, upon receipt of any notice from the Company pursuant to
         Section 4(b)(ii) through (v), such Holder will discontinue
         disposition of such Transfer Restricted Securities until such
         Holder's receipt of copies of the supplemental or amended prospectus
         contemplated by Section 4(j) or until advised in writing (the
         "ADVICE") by the Company that the use of the applicable prospectus
         may be resumed. If the Company shall give any notice under Section
         4(b)(ii) through (v) during the period that the Company is required
         to maintain an effective Registration Statement (the "EFFECTIVENESS
         PERIOD"), such Effectiveness Period shall be extended by the number
         of days during such period from and including the date of the giving
         of such notice to and including the date when each seller of
         Transfer Restricted Securities covered by such Registration
         Statement shall have received (x) the copies of the supplemental or
         amended prospectus contemplated by Section 4(j) (if an amended or
         supplemental prospectus is required) or (y) the Advice (if no
         amended or supplemental prospectus is required).

                  (p) In the case of a Shelf Registration Statement, the
         Company shall and the Guarantor enter into such customary agreements
         (including, if requested, an underwriting agreement in customary
         form) and take all such other action, if any, as Holders of a
         majority in aggregate principal amount of the Securities, Exchange
         Securities and Private Exchange Securities being sold or the
         managing underwriters (if any) shall reasonably request in order to
         facilitate any disposition of Securities, Exchange Securities or
         Private Exchange Securities pursuant to such Shelf Registration
         Statement.

                  (q) In the case of a Shelf Registration Statement, the
         Company shall (i) make reasonably available for inspection by a
         representative of, and Special Counsel (as defined below) acting
         for, Holders of a majority in aggregate principal amount of the
         Securities, Exchange Securities and Private Exchange Securities
         being sold and any underwriter participating in any disposition of
         Securities, Exchange Securities or Private Exchange Securities
         pursuant to such Shelf Registration Statement, all relevant
         financial and other records, pertinent corporate documents and
         properties of the Company and its subsidiaries and (ii) use its
         reasonable best efforts to have its officers, directors, employees,
         accountants and counsel supply all relevant information reasonably
         requested by such representative, Special Counsel or any such
         underwriter (an "INSPECTOR") in connection with such Shelf
         Registration Statement; PROVIDED that, in each case, such person or
         persons agree to treat any non-public information as confidential.

                  (r) In the case of a Shelf Registration Statement, the
         Company shall, if requested by Holders of a majority in aggregate
         principal amount of the Securities, Exchange Securities and Private
         Exchange Securities being sold, their Special Counsel or the
         managing underwriters (if any) in connection with such Shelf
         Registration Statement, use its reasonable best efforts to cause (i)
         its counsel to deliver an opinion relating to the Shelf Registration
         Statement and the Securities, Exchange Securities or Private
         Exchange Securities, as applicable, in customary form, (ii) its
         officers to execute and deliver all customary documents and
         certificates requested by Holders of a majority in aggregate


<PAGE>
                                                                              11



         principal amount of the Securities, Exchange Securities and Private
         Exchange Securities being sold, their Special Counsel or the managing
         underwriters (if any) and (iii) its independent public accountants to
         provide a comfort letter in customary form, subject to receipt of
         appropriate documentation as contemplated, and only if permitted, by
         Statement of Auditing Standards No. 72.

                  5. REGISTRATION EXPENSES. The Company and the Guarantor
will bear all expenses incurred in connection with the performance of its
obligations under Sections 1, 2, 3 and 4, and the Company will reimburse the
Initial Purchasers and the Holders for the reasonable fees and disbursements
of one firm of attorneys (in addition to any local counsel) chosen by the
Holders of a majority in aggregate principal amount of the Securities, the
Exchange Securities and the Private Exchange Securities to be sold pursuant
to each Registration Statement (the "SPECIAL COUNSEL") acting for the Initial
Purchasers or Holders in connection therewith.

                  6. INDEMNIFICATION. (a) In the event of a Shelf
Registration Statement or in connection with any prospectus delivery pursuant
to an Exchange Offer Registration Statement by an Initial Purchaser or
Exchanging Dealer, as applicable, the Company and the Guarantor shall jointly
and severally indemnify and hold harmless each Holder (including, without
limitation, any such Initial Purchaser or Exchanging Dealer), its affiliates,
their respective officers, directors, employees, representatives and agents,
and each person, if any, who controls such Holder within the meaning of the
Securities Act or the Exchange Act (collectively referred to for purposes of
this Section 6 and Section 7 as a Holder) from and against any loss, claim,
damage or liability, joint or several, or any action in respect thereof
(including, without limitation, any loss, claim, damage, liability or action
relating to purchases and sales of Securities, Exchange Securities or Private
Exchange Securities), to which that Holder may become subject, whether
commenced or threatened, under the Securities Act, the Exchange Act, any
other federal or state statutory law or regulation, at common law or
otherwise, insofar as such loss, claim, damage, liability or action arises
out of, or is based upon, (i) any untrue statement or alleged untrue
statement of a material fact contained in any such Registration Statement or
any prospectus forming part thereof or in any amendment or supplement thereto
or (ii) the omission or alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, and shall reimburse each Holder promptly upon demand for any
legal or other expenses reasonably incurred by that Holder in connection with
investigating or defending or preparing to defend against or appearing as a
third party witness in connection with any such loss, claim, damage,
liability or action as such expenses are incurred; PROVIDED, HOWEVER, that
the Company and the Guarantor shall not be liable in any such case to the
extent that any such loss, claim, damage, liability or action arises out of,
or is based upon, an untrue statement or alleged untrue statement in or
omission or alleged omission from any of such documents in reliance upon and
in conformity with any Holders' Information; and PROVIDED, FURTHER, that with
respect to any such untrue statement in or omission from any related
preliminary prospectus, the indemnity agreement contained in this Section
6(a) shall not inure to the benefit of any Holder from whom the person
asserting any such loss, claim, damage, liability or action received
Securities, Exchange Securities or Private Exchange Securities to the extent
that such loss, claim, damage, liability or action of or with respect to such
Holder results from (i) the fact that both (A) a copy of the final prospectus
was not sent or given to such person at or prior to the written confirmation
of the sale of such Securities, Exchange Securities or Private Exchange
Securities to such person and (B) the untrue statement in or omission from
the related


<PAGE>
                                                                             12




preliminary prospectus was corrected in the final prospectus unless, in
either case, such failure to deliver the final prospectus was a result of
noncompliance by the Company with Section 4(d), 4(e), 4(f) or 4(g), or (ii)
the prospectus was used by such person after receiving notice from the
Company pursuant to Section 4(o) hereof.

                  (b) In the event of a Shelf Registration Statement, each
Holder shall indemnify and hold harmless the Company, the Guarantor, their
affiliates, their respective officers, directors, employees, representatives
and agents, and each person, if any, who controls the Company or the
Guarantor within the meaning of the Securities Act or the Exchange Act
(collectively referred to for purposes of this Section 6(b) and Section 7 as
the Company), from and against any loss, claim, damage or liability, joint or
several, or any action in respect thereof, to which the Company may become
subject, whether commenced or threatened, under the Securities Act, the
Exchange Act, any other federal or state statutory law or regulation, at
common law or otherwise, insofar as such loss, claim, damage, liability or
action arises out of, or is based upon, (i) any untrue statement or alleged
untrue statement of a material fact contained in any such Registration
Statement or any prospectus forming part thereof or in any amendment or
supplement thereto or (ii) the omission or alleged omission to state therein
a material fact required to be stated therein or necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading, but in each case only to the extent that the
untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with any Holders' Information
furnished to the Company by such Holder, and shall reimburse the Company for
any legal or other expenses reasonably incurred by the Company in connection
with investigating or defending or preparing to defend against or appearing
as a third party witness in connection with any such loss, claim, damage,
liability or action as such expenses are incurred; PROVIDED, HOWEVER, that no
such Holder shall be liable for any indemnity claims hereunder in excess of
the amount of net proceeds received by such Holder from the sale of
Securities, Exchange Securities or Private Exchange Securities pursuant to
such Shelf Registration Statement.

                  (c) Promptly after receipt by an indemnified party under
this Section 6 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against
the indemnifying party pursuant to Section 6(a) or 6(b), notify the
indemnifying party in writing of the claim or the commencement of that
action; PROVIDED, HOWEVER, that the failure to notify the indemnifying party
shall not relieve it from any liability which it may have under this Section
6 except to the extent that it has been materially prejudiced (through the
forfeiture of substantive rights or defenses) by such failure; and PROVIDED,
FURTHER, that the failure to notify the indemnifying party shall not relieve
it from any liability which it may have to an indemnified party otherwise
than under this Section 6. If any such claim or action shall be brought
against an indemnified party, and it shall notify the indemnifying party
thereof, the indemnifying party shall be entitled to participate therein and,
to the extent that it wishes, jointly with any other similarly notified
indemnifying party, to assume the defense thereof with counsel reasonably
satisfactory to the indemnified party. After notice from the indemnifying
party to the indemnified party of its election to assume the defense of such
claim or action, the indemnifying party shall not be liable to the
indemnified party under this Section 6 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than the reasonable costs of investigation; PROVIDED, HOWEVER,
that an indemnified party shall have the right to employ its own counsel in
any such action, but the fees, expenses and other charges of such counsel for
the indemnified party will be

<PAGE>
                                                                            13



at the expense of such indemnified party unless (1) the employment of counsel
by the indemnified party has been authorized in writing by the indemnifying
party, (2) the indemnified party has reasonably concluded (based upon advice
of counsel to the indemnified party) that there may be legal defenses
available to it or other indemnified parties that are different from or in
addition to those available to the indemnifying party, (3) a conflict or
potential conflict exists (based upon advice of counsel to the indemnified
party) between the indemnified party and the indemnifying party (in which
case the indemnifying party will not have the right to direct the defense of
such action on behalf of the indemnified party) or (4) the indemnifying party
has not in fact employed counsel reasonably satisfactory to the indemnified
party to assume the defense of such action within a reasonable time after
receiving notice of the commencement of the action, in each of which cases
the reasonable fees, disbursements and other charges of counsel will be at
the expense of the indemnifying party or parties. It is understood that the
indemnifying party or parties shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the reasonable
fees, disbursements and other charges of more than one separate firm of
attorneys (in addition to any local counsel) at any one time for all such
indemnified party or parties. No indemnifying party shall be liable for any
settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld or delayed), but if settled with
its written consent or if there be a final judgment for the plaintiff in any
such action, the indemnifying party agrees to indemnify and hold harmless any
indemnified party from and against any loss or liability by reason of such
settlement or judgment. No indemnifying party shall, without the prior
written consent of the indemnified party (which consent shall not be
unreasonably withheld or delayed), effect any settlement of any pending or
threatened proceeding in respect of which any indemnified party is or could
have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release
of such indemnified party from all liability on claims that are the subject
matter of such proceeding.

                  7. CONTRIBUTION. If the indemnification provided for in
Section 6 is unavailable or insufficient to hold harmless an indemnified
party under Section 6(a) or 6(b), then each indemnifying party shall, in lieu
of indemnifying such indemnified party, contribute to the amount paid or
payable by such indemnified party as a result of such loss, claim, damage or
liability, or action in respect thereof, (i) in such proportion as shall be
appropriate to reflect the relative benefits received by the Company and the
Guarantor from the offering and sale of the Securities, on the one hand, and
a Holder with respect to the sale by such Holder of Securities, Exchange
Securities or Private Exchange Securities, on the other hand, or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the
Company and the Guarantor, on the one hand, and such Holder, on the other
hand, with respect to the statements or omissions that resulted in such loss,
claim, damage or liability, or action in respect thereof, as well as any
other relevant equitable considerations. The relative benefits received by
the Company and the Guarantor, on the one hand, and a Holder, on the other
hand, with respect to such offering and such sale shall be deemed to be in
the same proportion as the total net proceeds from the offering of the
Securities (before deducting expenses) received by or on behalf of the
Company as set forth on the cover of the Offering Memorandum, on the one
hand, bear to the total proceeds received by such Holder with respect to its
sale of Securities, Exchange Securities or Private Exchange Securities, on
the other hand. The relative fault shall be determined by reference to, among
other things, whether the untrue or

<PAGE>
                                                                             14



alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to the Company and the Guarantor or
information supplied by the Company and the Guarantor, on the one hand, or to
any Holders' Information supplied by such Holder, on the other hand, the
intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The
parties hereto agree that it would not be just and equitable if contributions
pursuant to this Section 7 were to be determined by pro rata allocation or by
any other method of allocation that does not take into account the equitable
considerations referred to herein. The amount paid or payable by an
indemnified party as a result of the loss, claim, damage or liability, or
action in respect thereof, referred to above in this Section 7 shall be
deemed to include, for purposes of this Section 7, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending or preparing to defend any such action or claim.
Notwithstanding the provisions of this Section 7, an indemnifying party that
is a Holder of Securities, Exchange Securities or Private Exchange Securities
shall not be required to contribute any amount in excess of the amount by
which the total price at which the Securities, Exchange Securities or Private
Exchange Securities sold by such indemnifying party to any purchaser exceeds
the amount of any damages which such indemnifying party has otherwise paid or
become liable to pay by reason of any untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.

                  8. RULES 144 AND 144A. The Company shall use its reasonable
best efforts to file the reports required to be filed by them under the
Securities Act and the Exchange Act in a timely manner and, if at any time
the Company is not required to file such reports, it will, upon the written
request of any Holder of Transfer Restricted Securities, make publicly
available other information so long as necessary to permit sales of such
Holder's securities pursuant to Rules 144 and 144A. The Company and the
Guarantor covenant that they will take such further action as any Holder of
Transfer Restricted Securities may reasonably request, all to the extent
required from time to time to enable such Holder to sell Transfer Restricted
Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rules 144 and 144A (including,
without limitation, the requirements of Rule 144A(d)(4)). Upon the written
request of any Holder of Transfer Restricted Securities, the Company and the
Guarantor shall deliver to such Holder a written statement as to whether it
has complied with such requirements. Notwithstanding the foregoing, nothing
in this Section 8 shall be deemed to require the Company to register any of
its securities pursuant to the Exchange Act.

                  9. UNDERWRITTEN REGISTRATIONS. The Holders of a majority in
aggregate principal amount of the Securities, Exchange Securities and Private
Exchange Securities eligible to be included in a Shelf Registration Statement
may on one occasion request an underwritten offering. If any of the Transfer
Restricted Securities covered by any Shelf Registration Statement are to be
sold in an underwritten offering, the investment banker or investment bankers
and manager or managers that will administer the offering will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities included in such offering, subject to the consent of
the Company (which shall not be unreasonably withheld or delayed), and such
Holders shall be responsible for all underwriting commissions and discounts
in connection therewith.

<PAGE>
                                                                            15



                  No person may participate in any underwritten registration
hereunder unless such person (i) agrees to sell such person's Transfer
Restricted Securities on the basis reasonably provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

                  10. MISCELLANEOUS. (a) AMENDMENTS AND WAIVERS. The
provisions of this Agreement may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, unless the Company has obtained the written consent of Holders of a
majority in aggregate principal amount of the Securities, the Exchange
Securities and the Private Exchange Securities, taken as a single class.
Notwithstanding the foregoing, a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Securities, Exchange Securities or Private Exchange
Securities are being sold pursuant to a Registration Statement and that does
not directly or indirectly affect the rights of other Holders may be given by
Holders of a majority in aggregate principal amount of the Securities, the
Exchange Securities and the Private Exchange Securities being sold by such
Holders pursuant to such Registration Statement.

                  (b) NOTICES. All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail, telecopier or air courier guaranteeing next-day delivery:

                  (1) if to a Holder, at the most current address given by such
         Holder to the Company in accordance with the provisions of this
         Section 10(b), which address initially is, with respect to each Holder,
         the address of such Holder maintained by the Registrar under the
         Indenture, with a copy in like manner to J.P. Morgan Securities Inc.
         and Credit Suisse First Boston Corporation;

                  (2) if to an Initial Purchaser, initially at its address
         set forth in the Purchase Agreement; and

                  (3) if to the Company or the Guarantor, initially as provided
         in the Purchase Agreement.

                  All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; one business
day after being delivered to a next-day air courier; five business days after
being deposited in the mail; and when receipt is acknowledged by the recipient's
telecopier machine, if sent by telecopier.



<PAGE>

                                                                              16

                  (c) SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon the Company and the Guarantor and their respective successors and
assigns.

                  (d) COUNTERPARTS. This Agreement may be executed in any
number of counterparts (which may be delivered in original form or by
telecopier) and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                  (e) DEFINITION OF TERMS. For purposes of this Agreement,
(a) the term "business day" means any day on which the New York Stock
Exchange, Inc. is open for trading, (b) the term "subsidiary" has the meaning
set forth in Rule 405 under the Securities Act and (c) except where otherwise
expressly provided, the term "affiliate" has the meaning set forth in Rule
405 under the Securities Act.

                  (f) HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (g) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

                  (h) REMEDIES. In the event of a breach by the Company or
the Guarantor or by any Holder of any of their obligations under this
Agreement, each Holder or the Company or the Guarantor, as the case may be,
in addition to being entitled to exercise all rights granted by law,
including recovery of damages (other than the recovery of damages for a
breach by the Company or the Guarantor of its obligations under Sections 1 or
2 hereof for which liquidated damages have been paid pursuant to Section 3
hereof), will be entitled to specific performance of its rights under this
Agreement. The Company, the Guarantor and each Holder agree that monetary
damages would not be adequate compensation for any loss incurred by reason of
a breach by it of any of the provisions of this Agreement and hereby further
agree that, in the event of any action for specific performance in respect of
such breach, it shall waive the defense that a remedy at law would be
adequate.

                  (i) NO INCONSISTENT AGREEMENTS. The Company and the
Guarantor represents, warrants and agrees that (i) it has not entered into,
shall not, on or after the date of this Agreement, enter into any agreement
that is inconsistent with the rights granted to the Holders in this Agreement
or otherwise conflicts with the provisions hereof, (ii) it has not previously
entered into any agreement which remains in effect granting any registration
rights with respect to any of its debt securities to any person and (iii)
without limiting the generality of the foregoing, without the written consent
of the Holders of a majority in aggregate principal amount of the then
outstanding Transfer Restricted Securities, it shall not grant to any person
the right to request the Company to register any debt securities of the
Company under the Securities Act unless the rights so granted are not in
conflict or inconsistent with the provisions of this Agreement.

                  (j) NO PIGGYBACK ON REGISTRATIONS. Neither the Company nor
any of their security holders (other than the Holders of Transfer Restricted
Securities in such capacity) shall have the right to include any securities
of the Company in any Shelf Registration or Registered Exchange Offer other
than Transfer Restricted Securities.



<PAGE>
                                                                              17



                  (k) SEVERABILITY. The remedies provided herein are
cumulative and not exclusive of any remedies provided by law. If any term,
provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their reasonable
best efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may
be hereafter declared invalid, illegal, void or unenforceable.

                   [Signatures follow beginning on page S-1.]
























<PAGE>
                                                                              18




                  Please confirm that the foregoing correctly sets forth the
agreement among the Company and the Guarantor and the Initial Purchasers.

                                   Very truly yours,

                                   NAVISTAR INTERNATIONAL CORPORATION

                                   By:         /s/ Thomas M. Hough
                                               --------------------------------
                                       Name:   Thomas M. Hough
                                       Title:  Vice President and Treasurer



                                   INTERNATIONAL TRUCK AND ENGINE CORPORATION

                                   By:         /s/ Thomas M. Hough
                                               --------------------------------
                                       Name:   Thomas M. Hough
                                       Title:  Vice President and Treasurer





Accepted:

J.P. MORGAN SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
BANC OF AMERICA SECURITIES LLC
SCOTIA CAPITAL (USA) INC.
BNY CAPITAL MARKETS, INC.
RBC DOMINION SECURITIES CORPORATION


By:      J.P. MORGAN SECURITIES INC.
         On behalf of the Initial Purchasers


By: /s/ Benjamin D. Ben-Attar
   --------------------------------------------------
     Authorized Signatory








<PAGE>
                                                                         ANNEX A





                  Each broker-dealer that receives Exchange Securities for
its own account pursuant to the Registered Exchange Offer must acknowledge
that it will deliver a prospectus in connection with any resale of such
Exchange Securities. The Letter of Transmittal states that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the
Securities Act. This Prospectus, as it may be amended or supplemented from
time to time, may be used by a broker-dealer in connection with resales of
Exchange Securities received in exchange for Securities where such Securities
were acquired by such broker-dealer as a result of market-making activities
or other trading activities. The Company has agreed that, for a period of [__]
 days after the Expiration Date (as defined herein), it will make this
Prospectus available to any broker-dealer for use in connection with any such
resale. See "Plan of Distribution."









<PAGE>
                                                                         ANNEX B



                  Each broker-dealer that receives Exchange Securities for
its own account in exchange for Securities, where such Securities were
acquired by such broker-dealer as a result of market-making activities or
other trading activities, must acknowledge that it will deliver a prospectus
in connection with any resale of such Exchange Securities. See "Plan of
Distribution."










<PAGE>

                                                                         ANNEX C




                              PLAN OF DISTRIBUTION



                  Each broker-dealer that receives Exchange Securities for
its own account pursuant to the Registered Exchange Offer must acknowledge
that it will deliver a prospectus in connection with any resale of such
Exchange Securities. This Prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in connection with resales
of Exchange Securities received in exchange for Securities where such
Securities were acquired as a result of market-making activities or other
trading activities. The Company has agreed that, for a period of 180 days
after the Expiration Date, it will make this prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any
such resale.

                  The Company will not receive any proceeds from any sale of
Exchange Securities by broker-dealers. Exchange Securities received by
broker-dealers for their own account pursuant to the Registered Exchange
Offer may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of
options on the Exchange Securities or a combination of such methods of
resale, at market prices prevailing at the time of resale, at prices related
to such prevailing market prices or at negotiated prices. Any such resale may
be made directly to purchasers or to or through brokers or dealers who may
receive compensation in the form of commissions or concessions from any such
broker-dealer or the purchasers of any such Exchange Securities. Any
broker-dealer that resells Exchange Securities that were received by it for
its own account pursuant to the Registered Exchange Offer and any broker or
dealer that participates in a distribution of such Exchange Securities may be
deemed to be an "underwriter" within the meaning of the Securities Act and
any profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that,
by acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.

                  For a period of 180 days after the Expiration Date the
Company will promptly send additional copies of this Prospectus and any
amendment or supplement to this Prospectus to any broker-dealer that requests
such documents in the Letter of Transmittal. The Company has agreed to pay
all expenses incident to the Registered Exchange Offer (including the
expenses of one counsel for the Holders of the Securities) other than
commissions or concessions of any broker-dealers and will indemnify the
Holders of the Securities (including any broker-dealers) against certain
liabilities, including liabilities under the Securities Act.




<PAGE>
                                                                         ANNEX D




       / /        CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO
RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS
OR SUPPLEMENTS THERETO.

                  Name:    __________________________________________
                  Address: __________________________________________
                           __________________________________________



If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Securities that were acquired as
a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.