FINANCE COMMITTEE CHARTER
A majority of the members of the Finance Committee shall be Independent Directors as defined in the Board's Corporate Governance Guidelines and as set forth in the proposed New York Stock Exchange (NYSE) rules, and as both may be amended from time to time. The Finance Committee shall be chaired by an Independent Director appointed by the Board.
The function of the Finance Committee shall be to advise Management and to exercise the following powers and duties with respect to the following matters involving the Corporation and, unless otherwise specified, any of its direct or indirect subsidiaries ("Corporation"):
· Review with management the Corporation's financing requirements and to the extent deemed necessary, recommend to the Board programs for obtaining funds;
· Annually review the Corporation's estimates of cash balances and cash flow;
· Review and recommend to the Board the financeability of capital appropriations in excess of $5 million for the purpose of investments or expenditures;
· Review and recommend to the Board the disposition of capital assets in excess of $5 million;
· Review and recommend to the Board guarantees and other financial commitments to third parties in excess of $5 million;
· Review and recommend to the Board the issuances and repurchases of equity or debt securities of Navistar International Corporation;
· Review and recommend to the Board Navistar International Corporation's dividend policy;
· Periodically review with management the Corporation's investment practices for foreign exchange, investments and derivatives;
· Review and recommend to the Board plans relating to proposed changes in the capital structure of the Corporation,;
· Periodically review with management the Corporation's funding of, and the policies and programs for the custody, management and investment of assets which fund the Corporation's pension, retirement savings, welfare benefit, and retiree health benefit plans;
· Conduct and present to the Board an annual performance evaluation of the Committee.
· Review and recommend to the Board any proposal received from any shareowner concerning any of the foregoing matters which the shareowner proposes to present for action by the Corporation's shareowners; and
· Such other duties and responsibilities as may be assigned to the Finance Committee by law, the Corporation's charter or bylaws or the Board.
In carrying out these responsibilities, the Committee shall have full access to the independent public accountants, the internal auditors, the general counsel, any of the Corporation's non-employee attorneys and advisors and such executive and other personnel in the Corporation as in its judgment seems appropriate. The Committee shall have the authority to retain such independent consulting, legal and other advisors as the Committee deems appropriate in its sole discretion. The Committee shall have sole authority to approve related fees and retention terms.