0001001288-06-000173 Sample Contracts

RESTRICTED STOCK UNIT AWARD AGREEMENT pursuant to LEXMARK INTERNATIONAL, INC.
Restricted Stock Unit Award Agreement • November 7th, 2006 • Lexmark International Inc /Ky/ • Computer & office equipment • Delaware

This RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement") between Lexmark International, Inc., a Delaware corporation (the "Company"), and the

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NON-QUALIFIED STOCK OPTION AGREEMENT pursuant to LEXMARK INTERNATIONAL, INC.
Non-Qualified Stock Option Agreement • November 7th, 2006 • Lexmark International Inc /Ky/ • Computer & office equipment • Delaware

This NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement") between Lexmark International, Inc., a Delaware corporation (the "Company"), and the person specified on the signature page hereof (the "Optionee") is entered into as of the ___ day of ____, ____ pursuant to the Lexmark International, Inc. 2005 Nonemployee Director Stock Plan, as the same may be amended from time to time (the "Plan").

Amendment No. 2 to Receivables Purchase Agreement
Amendment Agreement • November 7th, 2006 • Lexmark International Inc /Ky/ • Computer & office equipment • New York

AMENDMENT AGREEMENT (this “Amendment Agreement”) dated as of October 6, 2006 among Lexmark Receivables Corporation (the “Seller”), CIESCO, LLC (“CIESCO”), Gotham Funding Corporation (“Gotham”), Citibank, N.A. (“Citibank”), The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (“BTM”) (formerly known as The Bank of Tokyo-Mitsubishi Ltd., New York Branch), Citicorp North America, Inc. (“CNAI”), as Program Agent, CNAI and BTM, as Investor Agents, and Lexmark International, Inc. (“Lexmark”), as Collection Agent and Originator.

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