Exhibit 10.70


    Exhibit
      10.70

    


    Board
      of Directors Resolutions

    


    


    NAVISTAR
      1998 NON-EMPLOYEE DIRECTORS 

    STOCK
      OPTION PLAN

    


    WHEREAS,
      Navistar
      International Corporation (the “Corporation”) maintains the Navistar 1998
      Non-Employee Directors Stock Option Plan, as may be amended from time to time
      (the “1998 Directors Plan”); and

    


    WHEREAS,
      the 1998
      Directors Plan, in relevant part, generally reserves to the Corporation’s Board
      of Directors (the “Board”) the right to modify the 1998 Directors Plan at any
      time, provided that no amendment to the 1998 Directors Plan shall, without
      the
      consent of the affected option holder, adversely affect any right under any
      stock option or other award previously granted thereunder; 

    


    NOW,
      THEREFORE, BE IT RESOLVED, that
      the
      Board hereby amends the 1998 Directors Plan, effective as of the dates specified
      herein, as follows:

    


    	1.  	
            Section
              7 of the 1998 Directors Plan is hereby amended by adding the following
              text, effective as of the date on which the 1998 Directors Plan was
              established (or such other effective date, as specifically provided
              below), to the end thereof, to read as
              follows:

          


    


    “Notwithstanding
      any provision of the Plan to the contrary, to the fullest extent permitted
      under
      Applicable Law, as defined in Section 15, the exercise of an option granted
      under the Plan shall be settled solely in shares of Common Stock of the
      Corporation, and under no circumstances whatsoever shall an option be
      exercisable with respect to any period during which the exercise of such option
      would violate Applicable Law, as defined in Section 15.”

        

    	2.  	
            The
              1998 Directors Plan is hereby amended, effective April 16, 2007 (or,
              to
              the fullest extent permitted by applicable law, effective as of the
              date
              on which the 1998 Directors Plan was established), by adding a new
              Section
              15 to read as follows:

          


    


    “15. Governing
      Law

    


    The
      Plan
      shall be governed by and construed in accordance with applicable Federal laws
      and, to the extent not inconsistent therewith or pre-empted thereby, with the
      laws of the State of Delaware (without regard to the conflicts of laws
      provisions of that State or any other jurisdiction), including applicable
      regulations, rules, and such other applicable authorities thereunder
      (“Applicable Law”). Accordingly, for the avoidance of doubt, the receipt,
      exercise, issuance, and disposition, as appropriate, of any Common Stock,
      option, or other incentive or award under the Plan is expressly conditioned
      upon
      and subject to any and all limitations, restrictions, prohibitions, or such
      other conditions imposed by Applicable Law, including, but not limited to,
      applicable Federal and state securities law. Without limiting the generality
      and
      applicability of the foregoing and notwithstanding any provision of the Plan
      to
      the contrary, if and to the extent any amounts payable or benefits provided
      under this Plan are subject to, and would otherwise violate, the requirements
      of
      Section 409A of the Internal Revenue Code, as amended, including applicable
      regulations, rules, and such other applicable authorities thereunder (“Code
      Section 409A”), such amounts or benefits shall be paid or provided under such
      other conditions, determined by the Board in its sole discretion, that cause
      the
      provision of such amounts or benefits to comply with, or not to be subject
      to,
      Code Section 409A and this Plan shall be construed and administered accordingly
      to achieve that objective.”

     

     

    E-7