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                                                                     Exhibit 4.5

                                  AMENDMENT TO
                                   AMENDED AND
                            RESTATED RIGHTS AGREEMENT

The Amended and Restated Rights Agreement ("Agreement") dated as of February 11,
1999 by and between Lexmark International Group, Inc., a Delaware corporation
("Group"), and ChaseMellon Shareholder Services, L.L.C., a New Jersey limited
liability company, as Rights Agent, is amended as follows, effective as of the
open of business on December 2, 2002. All capitalized terms used but not defined
herein, shall have the meaning set forth in the Agreement.

1.   Mellon Investor Services LLC, as successor to ChaseMellon Shareholder
     Services, L.L.C., is removed as Rights Agent pursuant to Section 21 of the
     Agreement by Lexmark International, Inc. (the "Company"), as successor to
     Group, and the Bank of New York is appointed as successor Rights Agent and
     vested with the same powers, rights, duties and responsibilities as if it
     had been originally named as the Rights Agent.

2.   All references in the Agreement and the exhibits thereto to "ChaseMellon
     Shareholder Services, L.L.C." are changed to read "The Bank of New York."
     All references in the Agreement to Group are changed to read "Lexmark
     International, Inc."

3.   The legend impressed on, printed on or otherwise affixed to the
     certificates for shares of Common Stock pursuant to Section 3(c) of the
     Agreement shall read substantially as follows, except that the Company may
     use up any pre-printed certificates in inventory which bear the prior
     legend:

     "This certificate also evidences and entitles the holder hereof to certain
     Rights as set forth in an Amended and Restated Rights Agreement between
     Lexmark International, Inc., as successor to Lexmark International Group,
     Inc., and The Bank of New York, as successor to ChaseMellon Shareholder
     Services, L.L.C. (the "Rights Agreement"), the terms of which are hereby
     incorporated herein by reference and a copy of which is on file at the
     principal executive offices of Lexmark International, Inc. Under certain
     circumstances, as set forth in the Rights Agreement, such Rights will be
     evidenced by separate certificates and will no longer be evidenced by this
     certificate. Lexmark International, Inc. will mail to the holder of this
     certificate a copy of the Rights Agreement as in effect on the date of
     mailing without charge within five Business Days after receipt of a written
     request therefor. Under certain circumstances set forth in the Rights
     Agreement, Rights beneficially owned by an Acquiring Person may become null
     and void.
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4.   The address for notices and demands to the Rights Agent pursuant to Section
     26 of the agreement shall be:

          The Bank of New York
          101 Barclay St., 11 East
          New York, NY  10286
          Attn: Stock Transfer Administration

In witness whereof, the parties hereto have caused this Amendment to be duly
executed as of the date and year first written above.


LEXMARK INTERNATIONAL, INC.                  THE BANK OF NEW YORK

By: /s/ Gary E. Morin                        By: /s/ Jeffrey Grosse
   -----------------------------------          --------------------------------
Name: Gary E. Morin                          Name: Jeffrey Grosse
     ---------------------------------            ------------------------------
Title: Executive Vice President              Title: Vice President
      --------------------------------             -----------------------------
       and Chief Financial Officer


Acknowledged:

MELLON INVESTOR SERVICES LLC

By: /s/ Frank R. Misciagna
   -----------------------------------
Name: Frank R. Misciagna
     ---------------------------------
Title: Assistant Vice President
      --------------------------------