Exhibit 10.44

             

             

            Director Compensation Policy

             

            The following table sets forth the compensation payable to nonemployee directors of Lexmark International, Inc.:

             

            	
                        Annual Retainer Fee

                    	
                        $60,000

                    
	
                        Annual Retainer Fee – Finance and Audit Committee

                    	
                        $15,000

                    
	
                        Annual Retainer Fee – Compensation and Pension Committee

                    	
                        $10,000

                    
	
                        Annual Retainer Fee – Other Committees

                    	
                        $8,000

                    
	
                        Annual Chair Retainer Fee – Finance and Audit Committee

                    	
                        $25,000

                    
	
                        Annual Chair Retainer Fee – Compensation and Pension Committees

                    	
                        $15,000

                    
	
                        Annual Chair Retainer Fee – Other Committees

                    	
                        $10,000

                    
	
                        Presiding Director Annual Retainer Fee

                    	
                        $25,000

                    
	
                        Initial Equity Award (Restricted Stock Units)

                    	
                        $150,000

                    
	
                        Annual Equity Award (Restricted Stock Units)

                    	
                        $150,000

                    


             

            Terms of Equity Awards

             

            Initial Equity Award (Restricted Stock Units)

             

            	Grant Date: Date of Election to the Board


             

            	Number of RSUs: Face value of award divided by the closing price of Lexmark Class A Common Stock on the Grant Date, rounded up to the nearest whole share


             

            	Vesting: 100% vested on the sixth anniversary of the Grant Date


             

            	Settlement: On termination of status as a Board member


             

            Annual Equity Award (Restricted Stock Units)

             

            	Grant Date:  Annual Meeting of Stockholders.  For Eligible Directors appointed to the Board at any time after the Annual Meeting of Stockholders, the annual equity award will be prorated for the remaining months of service until the next scheduled Annual Meeting of Stockholders


             

            	Number of RSUs: Face value of award divided by the closing price of Lexmark Class A Common Stock on the Grant Date, rounded up to the nearest whole share


             

            	Vesting: 100% vested on the date immediately preceding the next Annual Meeting of Stockholders


             

            	Settlement: 100% on the earlier of (i) termination of status as a Board member or (ii) the fifth anniversary of the date of grant


             

            Deferred Stock Units: Pursuant to the terms of the Lexmark International, Inc. 2005 Nonemployee Director Stock Plan, each 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.