As Approved by
                                                          the Board of Directors
                                                                   July 29, 1999


                                FOURTH AMENDMENT
                                     TO THE
                              LEXMARK HOLDING, INC.
                                STOCK OPTION PLAN
                       FOR EXECUTIVES AND SENIOR OFFICERS
                (As amended October 31, 1994, September 13, 1995
                               and June 10, 1999)

         This is the Fourth Amendment to the Lexmark Holding,  Inc. Stock Option
Plan for Executives and Senior Officers (as amended October 31, 1994,  September
13, 1995 and June 10, 1999) (the "Plan;"  capitalized  terms used herein and not
defined have the meaning ascribed to such terms in the Plan).

         WHEREAS,  pursuant to Section 9 of the Plan, the Board is authorized to
amend the Plan from time to time;

         WHEREAS, the Plan currently provides for the transferability of Options
by a Participant under certain circumstances for estate planning purposes; and

         WHEREAS,  the  Board  has  determined  to  expand  the  transferability
provisions of the Plan to include certain other  circumstances  and to allow for
approval by the Board, the Committee or the Vice President,  Human Resources and
Vice President and General Counsel of transfers permitted under the Plan.

         NOW,  THEREFORE,  the Plan is hereby amended,  effective as of July 29,
1999, as follows:

         1.       Section 10.1 of the Plan is amended in its entirety to read as
 follows:

                  "10.1.  Nontransferability  of Awards.  Unless the Board,  the
                          -----------------------------
Committee or the Company's Vice  President,  Human  Resources and Vice President
and General Counsel shall permit an Option to be transferred by a Participant to
a  Participant's  family  member for  estate  planning  purposes  or to a trust,
partnership,  corporation  or other entity  established by the  Participant  for
estate  planning  purposes,  on such  terms and  conditions  as the  Board,  the
Committee or such officers may specify,  no Option granted under the Plan may be
sold,  transferred,  pledged,  assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and  distribution.  All rights with
respect  to any  Option  granted  to a  Participant  under  the  Plan  shall  be
exercisable  by the  transferee  only  for as  long  as  they  could  have  been
exercisable  by such  Participant.  If any  Option  is  transferred  to a family
member, trust,  partnership,  corporation or other entity as contemplated by the
first  sentence  hereof,  all  references  herein and in the  applicable  Option
Agreement  to the  Participant  shall  be  deemed  to  refer  to such  permitted
transferee,  other than any such  references with respect to the personal status
of the Participant."

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