ex10-65


    EXHIBIT
      10.65

    


    NAVISTAR
      NON-EMPLOYEE

    DIRECTORS'
      DEFERRED FEE PLAN

    (Amended
      and Restated as of January 1, 2005)

    


    SECTION
      1

    PURPOSE

    


    1.1     The
      Navistar
      Non-Employee Directors' Deferred Fee Plan (hereinafter referred to as the
      "Plan") has been established by Navistar International Corporation (hereinafter
      referred to as the "Company" or "Navistar") to attract and retain as members
      of
      the Board of Directors of the Company (hereinafter referred to as the "Board")
      persons who are not full-time employees of the Company or any of its
      subsidiaries, but whose business experience and judgment are a valuable asset
      to
      the Company and its subsidiaries. The Plan was originally adopted on August
      14,
      1995, and subsequently amended as of June 16, 1997. This amendment and
      restatement of the Plan is effective as of January 1, 2005, except as otherwise
      provided herein, and is intended primarily to conform to the provisions of
      Section 409A of the United States Internal Revenue Code of 1986, as amended
      (the
      "Code"), with respect those amounts deferred under the Plan that are subject
      to
      Section 409A of the Code. Any deferred amounts under the Plan that are not
      subject to Section 409A of the Code shall continue to be governed by the terms
      of the Plan as in effect immediately prior to this amendment and restatement.
      

    


    SECTION
      2

    DIRECTORS
      COVERED

    


    2.1     As
      used in
      the Plan, the term "Director" means any person who: (A) is now a member of
      the
      Board or is hereafter elected to the Board, and (B) is not a full-time employee
      of the Company or any of its subsidiaries. 

     

    SECTION
      3

    DEFERRED
      DIRECTORS' FEES

    


    3.1     Subject
      to
      obtaining the consent of the Company at the time a fee deferral election is
      made, a Director may elect to defer receipt of all or part of the fees otherwise
      payable in cash for attendance at regular or special meetings (including
      executive sessions) of the Board or its committees and/or the annual Director
      retainer fees otherwise payable in cash, including retainer fees for chairing
      a
      Board committee, as hereinafter provided. A Director may make such a deferral
      election by filing an election form with the Secretary of the Company (the
      "Secretary") before the end of whichever of the following periods applies to
      the
      Director: (A) within the first 30 days after the Director first becomes eligible
      to participate in the Plan (or in any other plan with which the Plan is
      aggregated under Section 409A of the Code), or (B) if that 30-day period has
      expired, before the close of the Director’s taxable year preceding the taxable
      year in which the Director will earn the fees to be deferred. At the end of
      the
      applicable period, the Director’s deferral election shall be irrevocable. Any
      election made within the first 30 days after a Director first becomes eligible
      to participate in the Plan (or in any other plan with which the Plan is
      aggregated under Section 409A of the Code) shall apply only to fees earned
      after
      the month in which the Director makes such election. Any election made after
      such 30-day period shall apply only to fees earned after the end of the
      Director’s taxable year in which the Director makes such election. A Director
      may change any election that the Director has made under this Section 3.1 by
      filing a new election form with the Secretary in accordance with Section 3.1
      at
      any time before the prior election becomes irrevocable.

    


    3.2     All
      Directors' fees that are deferred in accordance with the provisions of Section
      3.1 shall be credited to a deferred cash account for the Director at the time
      such deferred Director’s fees would otherwise have been payable to such
      Director. Such deferred cash account shall bear interest, compounded quarterly
      at the end of each calendar quarter, from the date amounts are credited thereto
      to the last day of the calendar quarter (or to the date of payment, if earlier)
      at the rate equivalent to the rate of interest as published on the first day
      of
      such quarter by The Wall Street Journal as the "prime" rate or the
      equivalent thereof. 

    


    


    E-1


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      10.65 (continued)

    


    3.3    A
      Director
      may elect to defer, and to allocate to Navistar share units, all or any portion
      of the fees that would otherwise be payable to such Director in cash or Navistar
      common stock for service as a Director. Such deferral shall be subject to mutual
      agreement between the Company and the Director, and the making of an election
      in
      accordance with the requirements set forth in Section 3.1.

    


    3.4     For
      each year
      for which an election under Section 3.3 is in effect, share units shall be
      credited to a deferred stock account for the Director. The number of share
      units
      credited shall equal (a) in the case of any fees that would otherwise be payable
      to the Director in Navistar common stock, including restricted common stock,
      the
      number of shares of Navistar common stock for which the election is effective,
      and (b) in the case of fees that would otherwise be payable to the Director
      in
      cash, the number of whole shares of Navistar common stock with a value equal
      to
      the amount of such cash, determined based on the average of the high and low
      publicly reported sale prices of a share of Navistar common stock on the date
      such cash otherwise would have been paid. Any share units that are provided
      in
      lieu of fees that would have been paid in shares of restricted common stock
      shall be subject to the same restrictions that would have applied to such
      restricted common stock. Any shares of Navistar common stock for which an
      election under Section 3.3 is not effective (determined by rounding up to the
      nearest whole share) shall be transferred to the Director and subject to such
      restrictions and conditions as otherwise provided under this Plan or the
      Company’s 2004 Performance Incentive Plan (or any successor plan thereto), as
      amended from time to time (the “PIP”), as appropriate.

    


    Each
      Director’s deferred stock account shall be credited with dividend equivalents
      equal to the dividends that would have been paid on shares on Navistar common
      stock that are equal in number to the share units then credited to the
      Director’s deferred stock account. Such dividend equivalent amounts shall be
      converted immediately into share units of equal value, determined based on
      the
      average of the high and low publicly reported sale prices of a share of Navistar
      common stock on the date the dividends are paid on such shares. The amount
      in
      the deferred stock account shall be adjusted for stock splits, stock dividends
      and similar transactions. Interest shall not be credited to the deferred stock
      account. Any additional share units credited pursuant to this paragraph shall
      be
      subject to any restrictions that apply to the share units to which such
      additional share units are attributable.

    


    The
      share
      units in each year’s deferred stock account shall be paid to the Director on the
      date or event specified in the agreement and election made pursuant to Section
      3.3. The share units shall be paid in shares of Navistar common stock, except
      that the Company may pay cash in lieu of any block of less than 100 shares.
      Any
      cash payment shall be equal to the number of share units being paid in cash
      multiplied by the value of a share of Navistar common stock (determined based
      on
      the average of the high and low publicly reported sale prices of a share of
      Navistar common stock on the date as of which payment is made). Any shares
      paid
      to a Director shall be subject to such restrictions or conditions as otherwise
      provided under this Plan or the PIP, as appropriate. Prior to the distribution
      of shares to the Director, the Director shall not be the owner of such shares,
      and shall have none of the rights of a shareholder with respect to any share
      units or other amounts credited to the deferred stock account.

    


    If
      there
      are no publicly reported sales of shares of Navistar common stock on an
      applicable date under this Section 3.4, the value of a share or share unit
      for
      purposes of this Section 3.4 shall be based on publicly reported sales of such
      shares occurring on such other date or dates as the Company considers
      appropriate.

    


    SECTION
      4

    PAYMENT
      OF DEFERRED DIRECTORS' FEES

    


    4.1     Subject
      to
      the provisions of this Section 4.1, Section 4.2, and Section 4.3, a Director
      shall elect, in accordance with the provisions of Section 3.1, one of the
      following payment options with respect to any earned and vested amounts that
      are
      credited to such Director’s deferred cash account and deferred stock account, as
      described in Sections 3.2 and 3.4, respectively:

    


    
      	 	
              (a)

            	
              a
                lump sum payment within 60 days of any January 1 (designated by the
                Director) following the taxable year in which such fees would have
                been
                paid if payment of such fees had not been deferred;
                

            


    

    


    E-2


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      10.65 (continued)

    


    
      	 	
              (b)

            	
              a
                lump sum payment within 60 days following the Director’s separation from
                service with the Company and its affiliates (as determined in accordance
                with Section 409A of the Code); or

            


    

     

    
      	 	
              (c)

            	
              annual
                installments (over a 2-year, 3-year, 4-year, 5-year, or 10-year period,
                as
                designated by the Director) beginning within 60 days following the
                Director’s separation from service with the Company and its affiliates (as
                determined in accordance with Section 409A of the Code). The amount
                of
                each installment shall be equal to a fraction of the then-unpaid
                portion
                of any earned and vested amounts credited to the Director’s deferred cash
                account and deferred stock account; the numerator of the fraction
                shall be
                one, and the denominator of the fraction shall be the number of
                installments that have not yet been
                paid.

            


    

    


    Notwithstanding
      any provision of the Plan to the contrary, with respect to those deferred
      amounts under the Plan that are subject to Section 409A of the Code, a Director
      may, before January 1, 2006, make a new payment election with respect to amounts
      deferred prior to such election.

    


    4.2     In
      the event
      of a Director’s death, any and all earned and vested amounts that are then
      credited to the Director's deferred cash account and deferred stock account,
      as
      described in Sections 3.2 and 3.4, respectively, shall be paid to the Director’s
      beneficiary within 60 days after the Director’s death.

    


    4.3     In
      the event
      of a "Change in Control," as defined below, any and all earned and vested
      amounts that are then credited to a Director’s deferred cash account and
      deferred stock account, as described in Sections 3.2 and 3.4, respectively,
      shall be paid to the Director immediately.

    


    4.4     For
      purposes
      of the Plan, a "Change in Control" shall be deemed to have occurred upon (a)
      a
“change in ownership” of the Company, (b) a “change in effective control” of the
      Company, or (c) a “change in the ownership of a substantial portion of the
      assets” of the Company. For purposes this Section 4.4, the terms “change in
      ownership,”“change in effective control,” and “change in the ownership of a
      substantial portion of the assets” shall have the meanings assigned to such
      terms under Section 409A of the Code, the regulations issued thereunder, and
      any
      other guidance of general applicability under Section 409A of the
      Code.

    


    SECTION
      5

    MISCELLANEOUS

    


    5.1     The
      Plan does
      not give the Director any right to be nominated or re-elected to the
      Board.

    


    5.2     When
      a person
      entitled to a payment under the Plan is under legal disability or, in the
      Company's opinion, is in any way incapacitated so as to be unable to manage
      such
      person's financial affairs, the Company may direct that payment be made to
      such
      person's legal representative, or to a relative or friend of such person for
      such person's benefit. Any payment made in accordance with the preceding
      sentence shall be in complete discharge of the Company's obligation to make
      such
      payment under the Plan.

     

    5.3     Any
      action
      required or permitted to be taken by the Company under the terms of the Plan
      shall be by affirmative vote of a majority of the members of the Board of
      Directors then in office.

    


    5.4     Any
      controversy or claim arising out of or relating to the Plan or the breach hereof
      shall be settled by arbitration in the City of Chicago in accordance with the
      laws of the State of Illinois by three arbitrators, of whom one shall be
      appointed by the Company, one by the Director and one by the first two
      arbitrators. If the first two arbitrators cannot agree on the appointment of
      a
      third arbitrator, then the third arbitrator shall be appointed by the Chief
      Judge of the United States Court of Appeals for the Seventh Circuit. The
      arbitration shall be conducted in accordance with the rules of the American
      Arbitration Association except with respect to the selection of arbitrators
      which shall be as provided in this Section 5.4. Judgment upon any award
      rendered by the arbitrators may be entered in any court having jurisdiction
      thereof and will include interest on any amounts due and payable to the Director
      from the date of the breach of the Plan 

    


    


    E-3


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      10.65 (continued)

    


    calculated
      for each month at the rate equal to the prime rate as published in The
      Wall Street Journal
      on the
      first date of its publication in the then current year. In the event that it
      shall be necessary or desirable for the Director to retain legal counsel and/or
      incur other costs and expenses in connection with the enforcement of any or
      all
      of the Director's rights under the Plan, the Company shall pay (or the Director
      shall be entitled to recover from the Company, as the case may be) reasonable
      attorney's fees and costs and expenses in connection with the enforcement of
      said rights (including the enforcement of any arbitration award in court),
      unless they determine that the Director's request to arbitrate was
      frivolous.

    


    5.5     Any
      notices,
      requests, demands or other communications provided for by the Plan shall be
      sufficient if in writing and if sent by registered or certified mail, return
      receipt requested, to the Director at the last address filed in writing with
      the
      Company or, in the case of the Company, to the Company at its principal
      executive offices, attention Chairman.

    


    5.6     The
      provisions of the Plan shall be construed in accordance with applicable federal
      laws and, to the extent not inconsistent therewith or preempted thereby, the
      laws of the State of Illinois, determined without regard to the choice of law
      rules of any jurisdiction.

    


    5.7     The
      Plan may
      be amended or canceled by the Company, in its sole discretion, without the
      consent of any other person, and, no person, other than Directors who
      participate in the Plan, shall have any rights under or interest in the Plan
      or
      the subject matter hereof. Unless the Plan is amended to so provide, the
      cancellation of the Plan shall not cause the date on which any payment is made
      under the Plan to be accelerated.

    


    5.8     All
      provisions of the Plan shall inure to the benefit of and be binding upon the
      successors and assigns of the Company (including any successor to, or assignee
      of, the assets or business of the Company pursuant to a transaction constituting
      a Change in Control (as defined in Section 4.4)), and the term "Company" as
      used
      herein shall include Navistar International Corporation and all such successors
      and assigns.

    


    5.9     Each
      Director
      may, from time to time, name a beneficiary or beneficiaries (who may be named
      on
      a contingent or successive basis) to whom any benefit under the Plan is to
      be
      paid in the event of the Director’s death before the Director receives any or
      all of such benefit. Each such designation shall revoke all prior designations
      by the same Director and shall be effective only if and when filed by the
      Director with the Company during the Director’s lifetime. In the absence of any
      such designation, benefits remaining unpaid at the Director’s death shall be
      paid to the Director’s estate.

    


    5.10     The
      Plan
      shall be unfunded. Any rights that a Director has to a payment or distribution
      under the Plan shall be limited to those of a general and unsecured creditor
      of
      the Company. 

    


    5.11     No
      loans
      shall be permitted under the Plan.

    


    5.12     No
      rights or
      interests under the Plan shall be assignable or transferable other than by
      will
      or the laws of descent and distribution, and such rights or interests shall
      be
      exercisable, during the Director’s lifetime, only by the Director. 

    


    5.13     All
      payments,
      including the issuance of shares of Navistar common stock, under the Plan shall
      be subject to all applicable laws, rules, and regulations, and to such approvals
      by any governmental agencies or national securities exchanges as may be
      required.

    


    5.14     The
      Plan is
      intended to comply with Section 409A of the Code and shall be construed to
      achieve that objective.

    


    


    


    


    


    


    


    E-4