Amended Director Stock Option Plan

EXHIBIT 10.1 NAVISTAR 1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (As Amended December 11, 2001)I. Administration The Navistar 1998 Non-Employee Director Stock Option Plan (the "Plan") will be administered by the Boardof Directors ("Board") of Navistar International Corporation ("Corporation"). The granting of an option pursuant to the Plan will take place the business day following the day onwhich the Board approves the grant of such option at its regularly scheduled December meeting, provided that,such grant will expire if a written option agreement is not signed by the optionee and delivered to theCorporation within thirty (30) days of the date of the grant. Subject to the express provisions of the Plan, the Board will have complete authority to interpret thePlan, to prescribe, amend and rescind rules and regulations relating to it, to determine the terms and provisionsof the respective option agreements (which need not be identical) and to make all other determinations necessaryor advisable for the administration of the Plan. The Board's determinations on the matters referred to in thisparagraph 1 will be conclusive.2. Stock Subject to the Plan Such shares may be in whole or in part, as the Board will from time to time determine, authorized andunissued shares of Common Stock or issued shares of Common Stock which shall have been reacquired by theCorporation. If any option granted under the Plan shall expire or terminate for any reason without having beenexercised or earned in full, the shares subject thereto will again be available for the purposes of the Plan.3. Effectiveness of the Plan The Plan will become effective upon the effective date of its adoption by the Board.4. Eligibility Options may be granted only to non-employee directors of the Board. No individual who is, at the timeof the grant, an employee of the Corporation or of any subsidiary of the Corporation will be eligible to receivean option under the Plan.5. Number of Shares to Be Granted At each regularly scheduled December meeting of the Board, an option will be granted to eachnon-employee director for four thousand (4,000) shares of Common Stock.6. Option Prices The purchase price of the Common Stock under each option will be 100% of the fair market value of theCommon Stock on the business day following the day of grant by the Board. Such fair market value will bedetermined by the average of the high and low prices of the Common Stock in the New York StockExchange--Composite Transactions listing published in the Midwest Edition of The Wall Street Journal orequivalent financial publication.7. Exercise Options An option granted under the Plan will become exercisable in whole or in part after the commencement ofthe second year of the term of the option. The Board is authorized to establish the manner and the effectivedate of the exercise of an option. Each option will become immediately exercisable in the event of death, totaland permanent disability, retirement in accordance with the Board's policy or a "change in control" of theCorporation. A "change in control" shall be deemed to have occurred, if (A) any "person" or "group" (as suchterms are used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934 other than employee or retireebenefit plans or trusts sponsored or established by the Corporation or Navistar International TransportationCorp. ("NITC") is or be ...