Exhibit 10.1

                                 AMENDMENT NO. 4
                                     TO THE
                           LEXMARK INTERNATIONAL, INC.
                         NONEMPLOYEE DIRECTOR STOCK PLAN
           (Amended and Restated Effective April 30, 1998, as amended
              February 11, 1999, April 29, 1999 and July 23, 2003)


     This is  Amendment  No. 4 to the Lexmark  International,  Inc.  Nonemployee
Director Stock Plan (Amended and Restated  Effective  April 30, 1998, as amended
February  11, 1999,  April 29, 1999 and July 23, 2003) (the "Plan,"  capitalized
terms used herein and not defined have the meaning ascribed to such terms in the
Plan).

     WHEREAS,  pursuant  to Section 13 of the Plan,  the Board of  Directors  of
Lexmark  International,  Inc. (the "Board") is authorized to amend the Plan from
time to time to effect any amendment deemed appropriate; and

     WHEREAS,  the Board has  determined  it to be in the best  interests of the
Company and the Plan to (i) remove the  automatic  grant of Reload Option Awards
as part of the grant of an Initial  Award or Annual  Award and (ii)  provide for
the vesting of Option Awards over periods other than five years.

     NOW, THEREFORE, the Plan is hereby amended, effective as of April 22, 2004,
as follows:

     Section 6(b) of the Plan is amended in its entirety to read as follows:

     "(b) Reload Option  Awards.  In the  discretion of the Board at the time of
grant of an Initial Award or Annual Award,  the Board may provide for the future
grant of Reload Option Awards as part of such Initial Award or Annual Award.  If
Reload  Option  Awards are  included in the grant of an Initial  Award or Annual
Award,  effective upon the exercise by an Eligible Director of an Option and the
payment of any portion of the exercise  price in respect  thereof by delivery to
the Company of Shares,  such Eligible Director shall  automatically be granted a
Reload  Option  Award for a number of  Shares  equal to the  number of Shares so
delivered.  Such  Reload  Option  Award  shall be  subject to the same terms and
conditions (including the same expiration date) as the related Option except (i)
that the  exercise  price shall be equal to the Fair Market  Value of a Share on
the date such  Reload  Option is granted and (ii) such  Reload  Option  shall be
vested and exercisable in full as of its Grant Date."

     Section 6(d) of the Plan is amended in its entirety to read as follows:

     "(d)  Exercisability.  Except as otherwise provided hereunder,  each Option
Award granted under this Plan shall vest and become exercisable according to the
terms of the respective grant, subject to the acceleration provisions of Section
9 hereof. Once


                                                                    Exhibit 10.1

exercisable,  an Option Award may be exercised from time to time, in whole or in
part,  up to the  total  number  of  Shares  with  respect  to  which it is then
exercisable."

     In all other respects, the Plan is hereby ratified and confirmed.