Exhibit 10.1


    Exhibit
      10.1

    


    


    DESCRIPTION
      OF COMPENSATION PAYABLE TO NONEMPLOYEE DIRECTORS

    


    


    Upon
      the
      recommendation of the Corporate Governance and Public Policy Committee of the
      Board of Directors of Lexmark International, Inc., on February 23, 2006, the
      Board approved the compensation payable to each eligible nonemployee director
      of
      the Board with respect to his/her service on the Board for 2006. The following
      table sets forth the compensation for eligible nonemployee directors for 2006.
      Other than with respect to a change in the Initial Award granted to eligible
      nonemployee directors upon joining the Board from an award of stock options
      with
      a face value of $600,000 to an award of restricted stock units with a face
      value
      of $150,000, the compensation for 2006 will remain the same as in 2005. The
      Initial Award of restricted stock units will vest in whole on the sixth
      anniversary of the eligible nonemployee director joining the Board and will
      settle upon termination of his/her status as a Board member.

    


    
      	
              l

            	
              Annual
                retainer

               

            	
              $
                40,000

            
	
              l

            	
              Board
                meeting attendance fee

               

            	
              2,500

            
	
              l

            	
              Committee
                chair retainer fees:

               

              ° Finance
                and Audit Committee

               

              ° Other
                Committees

               

            	
               

               

              10,000

               

              6,500

            
	
              l

            	
              Committee
                meeting attendance fees:

               

              ° Finance
                and Audit Committee

               

              ° Other
                Committees

               

            	
               

               

              2,500

               

              2,000

            
	
              l

            	
              Telephonic
                meeting attendance fee

               

            	
              750

            
	
              l

            	
              Initial
                Equity Award - Restricted Stock Units

              (face
                value)

               

            	
              150,000

            
	
              l

            	
              Annual
                Equity Award - Stock Options

              (face
                value)

            	
              250,000

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Pursuant
      to the terms of the Lexmark International, Inc. 2005 Nonemployee Director Stock
      Plan, each eligible nonemployee director may defer his or her retainer and/or
      meeting fees into deferred stock units based on the fair market value of Lexmark
      Class A Common Stock on the date of deferral. The deferred stock units are
      eligible for settlement initially on June 30th
      in the
      fifth year following the date of grant.