EXHIBIT 10.1

                             AMENDMENT NO. 3
                    TO THE LEXMARK INTERNATIONAL GROUP, INC.
                        NONEMPLOYEE DIRECTOR STOCK PLAN
           (Amended and Restated Effective April 30, 1998, as amended
                     February 11, 1999 and April 29, 1999)


     This  is  Amendment  No.  3  to  the  Lexmark   International  Group,  Inc.
Nonemployee  Director Stock Plan (Amended and Restated Effective April 30, 1998,
as amended February 11, 1999 and April 29, 1999) (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., as successor to Lexmark International Group, Inc.,
(the  "Board") is  authorized  to amend the Plan from time to time to effect any
amendment deemed appropriate;

     WHEREAS,  (i) the Plan is currently  titled as the  "Lexmark  International
Group,  Inc.  Nonemployee  Director  Stock  Plan," (ii) Section 7(b) of the Plan
currently provides that the number of Deferred Stock Units granted shall include
fractional units, and (iii) Section 7(e) of the Plan currently provides that the
settlement of Deferred  Stock Units shall occur on the fifth  anniversary of the
date of grant of an Award of Deferred Stock Units; and

     WHEREAS,  the Board has  determined  it to be in the best  interests of the
Company  and the  Plan  to (i)  change  the  name  of the  Plan to the  "Lexmark
International,  Inc. Nonemployee Director Stock Plan," (ii) provide for Deferred
Stock  Units  to be  granted  in whole  units  only  (rounded  up in the case of
fractional  units  occurring)  and (iii) provide for the  settlement of Deferred
Stock Units on June 30th in the fifth  calendar year following the year in which
the Deferred  Stock Units were granted,  or at such other time or times as shall
be determined by the Board.

     NOW, THEREFORE, the Plan is hereby amended,  effective as of July 23, 2003,
as follows:

     Lexmark  International,  Inc.  is the  successor  by  virtue of a merger to
Lexmark   International  Group,  Inc.,  therefore  all  references  to  "Lexmark
International Group, Inc." shall be changed to "Lexmark International, Inc." The
name  of  the  Plan  shall  be  changed  to  the  "Lexmark  International,  Inc.
Nonemployee  Director  Stock  Plan" and any and all  references  to the Plan are
amended to reflect such change.

     Section 7(b) of the Plan is amended in its entirety to read as follows:

     "(b)  Deferred  Stock  Units.  Effective on each Grant Date of Annual Fees,
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each  Eligible  Director  who has made an Equity Fee Election  shall  receive an
award of Deferred Stock Units. No Shares shall be issued at the time an award of


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Deferred  Stock Units is made and the Company shall not be required to set aside
a fund for the payment of such  award.  Upon the  effective  date of the initial
Deferred  Stock Unit award  granted to an Eligible  Director,  the Company  will
establish a separate account for such Eligible  Director and will record in such
account the number of Deferred  Stock Units  awarded to such  Eligible  Director
from time to time under the Plan.  The number of Deferred Stock Units awarded to
an  Eligible  Director on each Grant Date shall be equal to the number of shares
(rounded up in the case of  fractional  shares)  obtained  by  dividing  (i) the
amount of the Annual Fees  deferred by such  Eligible  Director  pursuant to the
Equity Fee Election of such Eligible Director then in effect with respect to the
applicable  period  since the most recent  Grant  Date,  by (ii) the Fair Market
Value of one Share on such  Grant  Date.  To the extent  that any  portion of an
Eligible Director's Annual Fees are paid on an annual basis, a pro rata share of
the annual  amount  thereof  shall be taken  into  account on each date that the
Company  shall  pay such  Annual  Fees  (i.e.,  a Grant  Date) for  purposes  of
determining the number of Deferred Stock Units awarded to such Eligible Director
on such Grant Date."

     Section 7(e) of the Plan is amended in its entirety to read as follows:

     "(e) Settlement of Deferred Stock Units. On June 30th in the fifth calendar
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year  following the year in which the Award of Deferred  Stock Units is made, or
at such other time or times as shall be  determined  by the Board,  an  Eligible
Director will be entitled to receive one Share for each Deferred Stock Unit (and
related  Dividend  Equivalents)  subject  to  such  Award.  Notwithstanding  the
foregoing, an Eligible Director may elect to further defer receipt of the Shares
issuable  with respect to such  Deferred  Stock Units  pursuant to such election
procedures as may be specified by the Board."

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