ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On September 24, 2009, the Board of Directors of Navistar International Corporation (the "Company") promoted Andrew J. Cederoth to the position of Executive Vice President and Chief Financial Officer. As previously announced, Mr. Cederoth had been serving as the Company's interim principal financial officer since June 2009. Mr. Cederoth, age 44, previously served as the Company's Senior Vice President - Corporate Finance since June 2009, the Company's Vice President - Corporate Finance from April 2009 to June 2009, Vice President and Chief Financial Officer of the Engine Division of Navistar, Inc. ("Navistar"), the Company's principal manufacturing subsidiary, from 2007 to April 2009, Vice President - Finance of Navistar's Engine Division from 2006 to 2007, Vice President and Treasurer of Navistar Financial Corporation ("NFC"), the Company's captive finance subsidiary, from 2005 to 2006 and Treasurer of NFC from 2001 to 2005.

In connection with Mr. Cederoth's appointment as Executive Vice President and Chief Financial Officer, the Compensation Committee increased his annual base salary to $470,000 and provided him with certain other benefits commensurate with his Chief Financial Officer position.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No. Description
99.1 Press Release

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