Carl C. Icahn Issues Open Letter to Board of Directors of Navistar

Carl C. Icahn today issued the following letter to the Board of Directors of Navistar International Corporation (NYSE:

): September 9, 2012 Board of DirectorsNavistar International Corporation4201 Winfield Road, P.O. Box 1488Warrenville, Illinois 60555 Ladies and Gentlemen: As you know, I am one of the largest holders of shares of common stock of Navistar International Corporation, holding nearly 15% of the outstanding stock.  I am writing this letter to express my grave concern about the future of Navistar, a company that, in my opinion, has become a poster child for abysmal business decisions and poor corporate governance. At Navistar, where four shareholders hold almost 60% of the stock, it would be a simple matter for this Board to bring substantial holders together to discuss and reach a consensus regarding important decisions concerning the company that WE own. It is therefore outrageous that you have not reached out to obtain our opinion (and I assume you have not obtained the opinions of the other large holders) on issues such as choosing a new management team to lead this company. Your choice of Lewis Campbell as Chairman and Interim Chief Executive Officer was worse than ill-advised, since you made no attempt to discuss the decision with us,