April 1, 1997



Mr. John Stanley
9 Rue du Comte D'Orsay
78240 Chambourcy
FRANCE

Dear John:

         I am pleased to reaffirm  the terms and  conditions  upon which you are
employed as Chairman of Lexmark  International,  Ltd.  and  President  and Chief
Executive of Lexmark  Europe.  All of the terms and  conditions  described in my
letter to you dated  October  1, 1995 (the  "Employment  Agreement")  are hereby
restated  except for the following  amendment.  The second sentence of the first
paragraph on the second page of the Employment Agreement,  "However,  solely for
the purposes of calculating the payment to be made to you upon  termination,  we
agree to use, as further specified below, a period commencing on the date hereof
and  ending on April 1, 1997 (the  "Base  Period")",  shall be  replaced  in its
entirety by the following sentence:

         However,  solely for the purposes of calculating the payment to be made
         to you upon termination, we agree to use, as further specified below, a
         period  commencing  on April 1, 1997 and ending on March 31,  1998 (the
         "Base Period").

         Please   acknowledge  your  acceptance  of,  and  agreement  with,  the
foregoing by signing in the appropriate  space below,  and return a copy of this
letter to me.




                                                    /s/ Marvin L. Mann
                                                    ------------------
                                                    Marvin L. Mann


ACCEPTED AND AGREED:


/s/ John Stanley
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John Stanley