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EXHIBIT 3.1 AMENDMENT NUMBER 4
TO THE MASTER INTERCOMPANY AGREEMENT THIS AMENDMENT NUMBER 4 (this Amendment) to the Master Intercompany
Agreement (the Agreement) dated as of April 26, 1993, as amended from time to
time, between International Truck and Engine Corporation (f/k/a Navistar
International Transportation Corp.), a Delaware corporation (International),
and Navistar Financial Corporation, a Delaware corporation (NFC), is made and
entered into effective as of the 17th day of February 2004 between
International and NFC. WHEREAS, NFC desires to securitize certain Retail Accounts which are sold
by International to NFC pursuant to Article III of the Agreement; and WHEREAS, NFC desires to amend the Agreement to permit the purchase of
Retail Accounts on a daily basis. NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Amendment
hereby agree that the Agreement shall be amended as follows:  1.
    
    Capitalized terms used in this Amendment and not otherwise
defined herein shall have the meanings set forth for such terms in
the Agreement.2.
    
    The definition of Retail Account Settlement Period shall
be amended and restated to read in its entirety as follows:Retail Account Settlement Periodmeans for Article III of this
Agreement either (a) each week beginning with Saturday and ending the
following Friday unless all of the days in such week do not fall in
the same calendar month, in which case i) the period beginning with
the first day of the month and ending with the second Friday of the
month shall be a Retail Account Settlement Period, and ii) the period
starting on the last Saturday of a calendar month and ending with the
last calendar day of the month shall also be a Retail Account
Settlement Period or (b) such shorter period as may be agreed upon by
the parties.3.
    
    This Amendment shall be deemed effective on the date hereof.
Except as set forth above, all terms of the Agreement shall be and
remain in full force and effect and shall constitute the legal,
valid and binding and enforceable obligations of the parties
thereto. To the extent any terms and conditions in the Agreement
shall contradict or be in conflict with any provisions of this
Amendment, the provisions of this Amendment shall govern. From and
after the date hereof, all references to the Agreement shall be a
reference to the Agreement as amended by this Amendment. E-2




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4.
    
    THIS AMENDMENT AND THE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, UNLESS OTHERWISE NOTED, THE LAWS OF THE STATE OF
ILLINOIS, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER AND
THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.5.
    
    This Amendment may be executed in separate counterparts each
of which shall be an original and all of which taken together shall
constitute one and the same agreement. IN WITNESS WHEREOF, the parties hereto have executed this Amendment
effective as of the 17th day of February 2004. INTERNATIONAL TRUCK AND ENGINE CORPORATIONBy:
    /s/ Terry M. EndsleyName:
    Terry M. EndsleyTitle:
    Vice President and TreasurerNAVISTAR FINANCIAL CORPORATIONBy:
    /s/ Andrew J. CederothName:
    Andrew J. CederothTitle:
    Vice President and Treasurer E-3