Exhibit 10.69


    Exhibit
      10.69

    


    Compensation
      Committee Resolutions

    


    


    NAVISTAR
      1994 PERFORMANCE INCENTIVE PLAN

    


    WHEREAS,
      Navistar
      International Corporation (the “Corporation”) maintains the Navistar 1994
      Performance Incentive Plan, as may be amended from time to time (the “1994
      Plan”); and

    


    WHEREAS,
      the 1994
      Plan, in relevant part, reserves to the Committee on Compensation and Governance
      of the Corporation’s Board of Directors (n/k/a the Compensation Committee) (the
“Committee”) the right to modify at any time, without the consent of the
      participant, the (1) terms of the 1994 Plan, (2) the terms of any option
      previously granted thereunder, and (3) the terms of restricted shares previously
      awarded thereunder; 

    


    NOW,
      THEREFORE, BE IT RESOLVED, that
      the
      Committee hereby amends the 1994 Plan, effective as of the dates specified
      herein, as follows:

    


    
      	1.  	
              Section
                VII of the 1994 Plan is hereby amended by adding the following new
                paragraph (6), effective as of the date on which the 1994 Plan was
                established, and by adding the following new paragraph (7), effective
                April 16, 2007, to the end thereof, to read as
                follows:

            


    

    


    
      	 	
              “(6)

            	
              Notwithstanding
                any provision of the Plan to the contrary, the exercise of a Stock
                Option
                shall be settled solely in shares of Common Stock, and under no
                circumstances whatsoever shall a Stock Option be exercisable with
                respect
                to any period during which the exercise of such Stock Option would
                violate
                Applicable Law, as defined in Section
                XVIII.”

            


    

        

    
      	2.  	
              Section
                XVIII of the 1994 Plan is hereby amended, in its entirety, effective
                as of
                the date on which the 1994 Plan was established, to read as
                follows:

            


    

    


    “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 Award, Common Stock,
      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 Committee 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-1


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    NAVISTAR
      INTERNATIONAL CORPORATION 

    1998
      INTERIM STOCK PLAN

    


    WHEREAS,
      the
      Corporation maintains the Navistar International Corporation 1998 Interim Stock
      Plan, as may be amended from time to time (the “1998 Interim Plan”);
      and

    


    WHEREAS,
      the 1998
      Interim Plan, in relevant part, reserves to the Committee on Organization of
      the
      Corporation’s Board of Directors (n/k/a the Compensation Committee) (the
“Committee”) the right to modify at any time, without the consent of the
      participant, the (1) terms of the 1998 Interim Plan, (2) the terms of any option
      previously granted thereunder, and (3) the terms of restricted shares previously
      awarded thereunder; 

    


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

    


    
      	1.  	
              Section
                IV of the 1998 Interim Plan is hereby amended by adding the following
                text, effective as of the date on which the 1998 Interim 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, the exercise of any Nonqualified
      Stock Option shall be settled solely in shares of Common Stock, and under no
      circumstances whatsoever shall a Nonqualified Stock Option be exercisable with
      respect to any period during which the exercise of such Nonqualified Stock
      Option would violate Applicable Law, as defined in Section X.”

        

    
      	2.  	
              Section
                X of the 1998 Interim Plan is hereby amended, in its entirety, effective
                as of the date on which the 1998 Interim Plan was established, to
                read as
                follows:

            


    

    


    “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 Award, Common Stock,
      Nonqualified 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 Committee 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-2


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    NAVISTAR
      1998 SUPPLEMENTAL STOCK PLAN

    


    WHEREAS,
      the
      Corporation maintains the Navistar 1998 Supplemental Stock Plan, as may be
      amended from time to time (the “1998 Supplemental Plan”); and

    


    WHEREAS,
      the 1998
      Supplemental Plan, in relevant part, reserves to the Committee on Compensation
      and Governance of the Corporation’s Board of Directors (n/k/a the Compensation
      Committee) (the “Committee”) the right to modify at any time, without the
      consent of the participant, the (1) terms of the 1998 Supplemental Plan, (2)
      the
      terms of any option previously granted thereunder, and (3) the terms of
      restricted shares previously awarded thereunder; 

    


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

    


    
      	1.  	
              Section
                IV of the 1998 Supplemental Plan is hereby amended by adding the
                following
                text, effective as of the date on which the 1998 Supplemental 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, the exercise of any Nonqualified
      Stock Option shall be settled solely in shares of Common Stock, and under no
      circumstances whatsoever shall a Nonqualified Stock Option be exercisable with
      respect to any period during which the exercise of such Nonqualified Stock
      Option would violate Applicable Law, as defined in Section X.”

        

    
      	2.  	
              Section
                X of the 1998 Supplemental Plan is hereby amended, in its entirety,
                effective as of the date on which the 1998 Supplemental Plan was
                established, to read as follows:

            


    

    


    “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 Award, Common Stock,
      Nonqualified 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 Committee 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-3


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    NAVISTAR
      INTERNATIONAL CORPORATION 

    2004
      PERFORMANCE INCENTIVE PLAN

    


    WHEREAS,
      Navistar
      International Corporation (the “Corporation”) maintains the Navistar
      International Corporation 2004 Performance Incentive Plan, as may be amended
      from time to time (the “2004 Plan”); and

    


    WHEREAS,
      the 2004
      Plan, in relevant part, generally reserves to the Committee on Compensation
      and
      Governance of the Corporation’s Board of Directors (n/k/a the Compensation
      Committee) (the “Committee”) the right to modify the 2004 Plan at any time,
      provided that no amendment to the 2004 Plan shall, without the consent of the
      affected participant, terminate or adversely affect any right or obligation
      under any stock option or other award previously granted thereunder;


    


    NOW,
      THEREFORE, BE IT RESOLVED, that
      the
      Committee hereby amends the 2004 Plan, effective as of the dates specified
      herein, as follows:

    


    
      	1.  	
              Section
                III(25) of the 2004 Plan is hereby amended by amended in its entirety,
                effective April 16, 2007, to read as
                follows:

            


    

    


    “(25) ‘Qualified
      Retirement’ means with respect to an Employee a termination from employment from
      the Corporation or any of its subsidiaries that occurs after the Employee
      attains age 55 and at the time of the termination the Employee has either:
      (i)
      10 or more years of continuous service as a full-time Employee, or (ii) 10
      or
      more years of service that would constitute credited service under the
      definition contained in the International Truck and Engine Corporation
      Retirement Plan for Salaried Employees ("RPSE"). Qualified Retirement for a
      Non-Employee Director means retirement under a retirement policy of the Board
      for Non-Employee Directors.”

    


    
      	2.  	
              Section
                VII of the 2004 Plan is hereby amended by adding the following new
                paragraphs (13) and (14), effective April 16, 2007 (or such other
                effective date, as specifically provided below), to the end thereof,
                to
                read as follows:

            


    

    


    
      	 	
              “(13)

            	
              Notwithstanding
                any provision of the Plan to the contrary, (a) the exercise of a
                Stock
                Option granted under the Plan at any time on or after April 16, 2007
                shall
                be settled solely in shares of Common Stock, and under no circumstances
                whatsoever shall a Stock Option be exercisable with respect to any
                period
                during which the exercise of such Stock Option would violate Applicable
                Law, as defined in Section XVIII, and (b) in accordance with both
                the
                terms of the Prospectus for the Plan and the power and authority
                reserved
                to the Committee under Section XIII, and to the fullest extent permitted
                under Applicable Law, as defined in Section XVIII, the exercise of
                a Stock
                Option granted under the Plan at any time before April 16, 2007 shall
                be
                settled solely in shares of Common Stock, and under no circumstances
                whatsoever shall a Stock Option be exercisable with respect to any
                period
                during which the exercise of such Stock Option would violated Applicable
                Law, as defined in Section XVIII.”

            


    

     

    E-4

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	3.  	
              Section
                XXII of the 2004 Plan is hereby amended, in its entirety, effective
                April
                16, 2007 (or, to the fullest extent permitted by applicable law,
                effective
                as of the date on which the 2004 Plan was established), to read as
                follows:

            


    

    


    “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 Award, Common Stock,
      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 Committee 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-5


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    NAVISTAR
      1998 NON-EMPLOYEE DIRECTORS 

    STOCK
      OPTION PLAN

    


    RESOLVED,
      that
      the
      Compensation Committee hereby recommends that the Board approve the following
      preambles and resolutions:

    


    “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-6