As filed with the Securities and Exchange Commission on October 1, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LEXMARK INTERNATIONAL GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 22-3074422
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
One Lexmark Centre Drive
Lexington, Kentucky 40550
(Address of Principal Executive Offices
including Zip Code)
LEXMARK SAVINGS PLAN
(Full Title of the Plan)
Vincent J. Cole, Esq.
Vice President, General Counsel and Secretary
One Lexmark Centre Drive
Lexington, Kentucky 40550
(Name and Address of Agent For Service)
606-232-2700
(Telephone Number, Including Area Code, of Agent For Service)
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount of
Securities To Amount To Offering Price Aggregate Registration
Be Registered Be Registered Per Share Offering Price Fee
Class A Common 3,000,000 $81.625 (2) $244,875,000 $68,075.25
Stock, par value Shares (1)
$.01 per share
(1) Consists of shares of Lexmark International Group, Inc. Class A Common
Stock ("Common Stock") to be made available under the Lexmark Savings
Plan (the "Plan"). Such indeterminable number of additional shares as
may be required in the event of a stock dividend, stock split,
recapitalization or other similar change in the Common Stock are also
hereby registered. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, as amended (the "Securities Act") this
Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h)(1) and Rule 457(c), the proposed maximum
offering price per share is based upon the average of the high and low
sales prices of the Common Stock on September 30, 1999, as reported on
the New York Stock Exchange.
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I
of this Registration Statement will be sent or given to employees as specified
by Rule 428(b)(1) of the Securities Act. Such documents are not required to be
and are not filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the
Commission are incorporated by reference in this Registration Statement:
(a) The Company's and the Plan's latest annual report
filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act");
(b) All other reports filed by the Company pursuant to
Sections 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the documents
referred to in (a) above; and
(c) The description of the Common Stock included in the
Company's Registration Statement on Form 8-A dated
October 27, 1995, and any amendment or report filed
for the purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
<PAGE>
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
The Common Stock is registered under Section 12(b) of the
Exchange Act, and, therefore, this item is not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware (the "Delaware Law") empowers a Delaware corporation to indemnify any
persons who are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer or director
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding; provided that such officer or
director acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the corporation's best interests, and, for criminal proceedings,
had no reasonable cause to believe his conduct was illegal. A Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation in the performance of his duty. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred.
Article VI of the Company's By-Laws provides for
indemnification by the Company of its directors and officers to the fullest
extent permitted by the Delaware Law. Pursuant to Section 145 of the Delaware
Law, the Company's present and former directors and officers are insured against
any liability asserted against or incurred by them in such capacity or arising
out of their status as such.
Pursuant to specific authority granted by Section 102 of the
Delaware Law, Article FIFTH of the Company's Third Restated Certificate of
Incorporation contains the following provision regarding limitation of liability
of directors and officers:
<PAGE>
(e) No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of his
or her fiduciary duty as a director, provided that nothing contained in
this Third Restated Certificate of Incorporation shall eliminate or
limit the liability of a director (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct
or a knowing violation of the law, (iii) under Section 174 of the
General Corporation Law of the State of Delaware or (iv) for any
transaction from which the director derived an improper personal
benefit.
Pursuant to the Third Restated Certificate of Incorporation,
the Company has agreed to indemnify the members of the Company's Board of
Directors and its officers to the fullest extent allowable under applicable
Delaware law. In addition, the Company has entered into an indemnification
agreement with each of its directors and certain of its officers indemnifying
each of them against certain liabilities that may arise as a result of their
status or service as directors or officers of the Company.
Pursuant to underwriting agreements filed as exhibits to
registration statements in connection with underwritten offerings of the
Company's securities, various parties thereto have agreed to indemnify each
officer and director of the Registrant and each person, if any, who controls the
Registrant within the meaning of the Securities Act, against certain
liabilities, including liabilities under the Securities Act.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
------ -----------
4.1* Lexmark Savings Plan (Amended and Restated as of
July 1, 1997).
23* Consent of PricewaterhouseCoopers LLP.
24* Powers of Attorney.
* Filed with this Registration Statement
Pursuant to Item 8(b) of Form S-8, the undersigned Registrant
has submitted or will submit the Plan and any amendments thereto to the Internal
<PAGE>
Revenue Service (the "IRS") in a timely manner and has made or will make all
changes required by the IRS in order to qualify the Plan under Section 401 of
the Internal Revenue Code.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the Registration Statement; and
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
<PAGE>
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Lexington, State of Kentucky, on this 1st day of
October, 1999.
LEXMARK INTERNATIONAL GROUP, INC.
By: /s/ Paul J. Curlander
------------------------------
Title: Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE(S)
- --------- --------
/s/ Paul J. Curlander Chairman of the Board, President
- -----------------------------
Paul J. Curlander and Chief Executive Officer
(Principal Executive Officer)
/s/ Gary E. Morin Vice President and Chief Financial
- -----------------------------
Gary E. Morin Officer
(Principal Financial Officer)
/s/ David L. Goodnight Vice President and Corporate
- -----------------------------
David L. Goodnight Controller
(Principal Accounting Officer)
<PAGE>
* Director
- -----------------------------
B. Charles Ames
* Director
- -----------------------------
Frank T. Cary
* Director
- -----------------------------
William R. Fields
Director
- -----------------------------
Ralph E. Gomory
* Director
- -----------------------------
Stephen R. Hardis
* Director
- -----------------------------
James F. Hardymon
* Director
- -----------------------------
Robert Holland, Jr.
* Director
- -----------------------------
Marvin L. Mann
<PAGE>
Director
- -----------------------------
Michael J. Maples
* Director
- -----------------------------
Martin D. Walker
* By signing his name hereto, Vincent J. Cole, signs this document on behalf of
each of the persons indicated above pursuant to powers of attorney duly executed
by such persons.
By: /s/ Vincent J. Cole
---------------------------
Date: October 1, 1999 Vincent J. Cole
(Attorney-in-Fact)
The Plan. Pursuant to the requirements of the Securities Act,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lexington, State of
Kentucky, on October 1, 1999.
LEXMARK SAVINGS PLAN
By: Plan Administrator
By: /s/Kathleen J. Affeldt
------------------------------
Kathleen J. Affeldt
Vice President, Human Resources
<PAGE>
EXHIBIT INDEX
4.1* Lexmark Savings Plan (Amended and Restated as of
July 1, 1997).
23* Consent of PricewaterhouseCoopers LLP.
24* Powers of Attorney.
* Filed herewith.
<PAGE>
EXHIBIT 4.1
Lexmark
Savings Plan
Amended and Restated as of July 1, 1997
<PAGE>
INDEX
Page
Article 1 Purpose...........................................1
Article 2 Definitions and Construction......................1
2.1 Definitions.......................................1
2.2 Gender and Number, etc............................9
Article 3 Participation, Service and Vesting................9
3.1 Participation.....................................9
3.2 Service...........................................9
3.3 Vesting..........................................10
Article 4 Compensation Deferrals and Matching Contributions;
Rollover Contributions...........................10
4.1 Compensation Deferrals...........................10
4.2 Matching Contributions...........................14
4.3 Return of Employer Contributions.................15
4.4 Rollover Contributions...........................15
Article 5 Investment of Contributions......................16
5.1 Trust Fund Investment; Participant Direction.....16
5.2 Change of Investment Selection...................17
5.3 Change of Investment Selection on Existing
Accounts......................................17
5.4 Investment of Additional Matching Contribution...17
Article 6 Individual Accounts and Valuations...............18
6.1 Establishment of Account.........................18
6.2 Allocations to Accounts..........................18
6.3 Lexmark Stock Fund...............................18
Article 17 Withdrawals and Distributions....................18
7.1 Withdrawals......................................18
7.2 Hardship Withdrawals.............................19
7.3 Distribution Upon Retirement or Medical
Disability....................................20
7.4 Distribution Upon Death..........................21
7.5 Distribution Upon Termination of Employment......21
7.6 Distribution of Small Accounts...................21
7.7 Special Distribution Procedures..................22
7.8 Transfer of Assets by an Employer................23
<PAGE>
Page
7.9 Account Value....................................23
7.10 Loans from the Compensation Deferral Account
and Matching Contribution Account.............23
7.11 Eligible Rollover Distribution...................25
7.12 Forfeitures......................................26
7.13 Distribution of Compensation Deferrals...........27
Article 8 Designation of Beneficiaries.....................28
8.1 Beneficiaries....................................28
8.2 Spousal Consent..................................28
Article 9 Establishment of Trust Fund......................29
9.1 Trust Fund.......................................29
9.2 Expenses.........................................29
Article 10 Limitations on Benefits and Contributions Under
Qualified Plans...............................29
Article 11 Management and Administration....................30
11.1 Generally........................................30
11.2 Claims Procedure.................................31
Article 12 Amendment and Termination; Plan Mergers..........32
12.1 Authority to Amend or Terminate..................32
12.2 Full Vesting on Termination......................32
12.3 Maintenance of Benefit on Plan Merger............32
Article 13 General Provisions...............................33
13.1 Inalienability of Benefits.......................33
13.2 Distributions to Minors and Incompetents.........33
13.3 No Guarantee.....................................34
13.4 Reinstatement of Benefit.........................34
13.5 Limitation of Rights and Benefits................34
13.6 Plan for Exclusive Benefit of Employees..........34
Article 14 Top-Heavy Requirements...........................34
14.1 Application of Top-Heavy Provisions..............34
14.2 Determination Date...............................35
<PAGE>
Page
14.3 Definitions......................................35
14.4 Minimum Contribution Requirements................37
14.5 Modification of Limitations Imposed by Article
10............................................38
14.6 Termination of Top-Heavy Status..................38
14.7 Vesting Requirements.............................39
14.8 Intent of Article 14.............................39
14.9 Discontinuance of this Article...................39
<PAGE>
LEXMARK SAVINGS PLAN
Article 1
Purpose
-------
The Company established the Plan effective as of March 26,
1991, for the benefit of Employees.
The purpose of the Plan is to assist the Employees in their
retirement, by allowing them to defer a portion of their compensation. In
addition, matching contributions will be made as described below.
The Plan is intended to comply with the requirements of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the
qualification requirements under section 401(a) of the Internal Revenue Code of
1986, as amended (the "Code").
Article 2
Definitions and Construction
----------------------------
2.1 Definitions. The following words and phrases as used
-----------
herein have the following meanings unless a different meaning is required by the
context:
Account: a bookkeeping account or accounts
maintained in the records of the Plan to reflect each
Participant's interest in the Plan and Trust Fund.
Affiliate: any person who, together with the
Company, would be treated as a single employer under sections
414(b), (c), (m) or (o) of the Code.
Beneficiary: a person designated by a Participant
in accordance with Article VIII to receive a death benefit under
the Plan.
Board of Directors: the Board of Directors of the
Company.
Break in Continuous Service: the period of at least
12 consecutive months beginning on the date an Employee severs from
service with all Employers or, if earlier, the date which is 12 months
after the Employee was otherwise first absent from service, and ending
on the date (if any) he is reemployed as an Employee. In the case of an
individual who is absent from work for maternity or paternity reasons,
the 12 consecutive month period beginning on the first anniversary of
the first date of such absence shall not constitute a break in
continuous service. For purposes of this paragraph, an absence from
work for maternity or paternity reasons means an absence (1) by reason
of the pregnancy of the individual, (2) by reason of the birth of a
child of the individual, (3) by reason of the placement of a child with
the individual in connection with the adoption of such child by such
<PAGE>
individual, or (4) for purposes of caring for such child for a period
beginning immediately following such birth or placement.
Committee: the Compensation and Pension Committee
of the Board of Directors. If at any time no Compensation and
Pension Committee shall be in office, the Board of Directors shall
have the duties, authority and responsibilities reserved to the
Committee hereunder.
Company: Lexmark International Group, Inc., a
Delaware corporation, and any successor thereto.
Compensation: for any period during which an
Employee shall have been a Participant, the aggregate compensation
paid to him by all Employers.
(a) for such period, in the case of any such
individual who shall have been a Participant during all of
such period, or
(b) for the portion of such period during which he
shall have been a Participant, in the case of any other such
individual, such aggregate compensation in either case to be
determined by taking into account all amounts paid in the form
of salary, commission payments and recurring payments under
any form of variable compensation plan and additional
compensation, including but not limited to payments for
nonscheduled workdays, overtime and shift premium, all
determined before giving effect to any election by the
Participant to reduce his Compensation pursuant to Subsection
4.1.1, but excluding special awards, deferred and accrued
vacation payments to retiring and separating employees, and
any amount reported on Form W-2 in respect of a stock option
exercise.
Annual Compensation of any Participant taken into
account under the Plan for any Plan Year shall not exceed
$200,000 (as adjusted from time to time by the Secretary of
the Treasury).
In addition to other applicable limitations set
forth in the Plan, and notwithstanding any other provision of
the Plan to the contrary, for Plan Years beginning on or after
January 1, 1994, the annual compensation of each Employee
taken into account under the Plan shall not exceed the Omnibus
Budget Reconciliation Act of 1993 ("OBRA '93") annual
compensation limit. The OBRA '93 annual compensation limit is
$150,000, as adjusted by the Commissioner for increases in the
cost of living in accordance with Section 401(a)(17)(B) of the
Code. The cost-of-living adjustment in effect for a calendar
year applies to any determined (determination period)
beginning in such calendar year. If a determination period
consists of fewer than 12 months, the OBRA '93 annual
compensation limit will be multiplied by a fraction, the
numerator of which is the number of months in the
determination period, and the denominator of which is 12.
<PAGE>
For Plan Years beginning on or after January
1, 1994, any reference in this Plan to the limitation under
Section 401(a)(17) of the Code shall mean the OBRA '93 annual
compensation limit set forth in this provision.
Compensation Deferral Account: the Account in which
is reflected all Compensation Deferrals allocated to the Participant,
together with all gains and losses attributable thereto, and all
amounts transferred from the Participant's compensation deferral
account under the IBM Tax Deferred Savings Plan ("IBM Plan").
Compensation Deferrals: the Employer's contributions
to the Plan made at the instruction of a Participant in accordance with
Subsection 4.1.1.
Continuous Service: the period of time elapsed from
the date an Employee first performs an Hour of Service (or first
performs an Hour of Service following a Break in Continuous Service)
and continuing until the earlier of (i) the date the Employee retires,
is dismissed, resigns or dies or (ii) the date which is 12 months after
the date the Employee is first absent from employment for any other
reason; provided that the Continuous Service of an Employee who severs
from service in accordance with clause (i) above, and who is reemployed
by an Employer within 12 months of the date on which such Employee last
performed an Hour of Service, shall include the period of time from the
date of such severance from service to the date of such reemployment.
Without limiting the foregoing, with respect to an Employee who was
eligible to participate in the IBM Plan and who became an Employee in
connection with the sale of Lexmark to the Company, Continuous Service
shall include all periods of Continuous Service credited under the IBM
Plan.
Notwithstanding anything herein to the contrary,
(a) an Employee who has been granted a leave
of absence under an Employer's personnel practices then in
effect, including but not limited to any leave of absence
required to be granted under section 4 11 (a) (6) (E) of the
Code by reason of the pregnancy of the Employee, by reason of
the birth of a child of the Employee, by reason of the
placement of a child with the Employee in connection with the
adoption of such child by such Employee, or for purposes of
caring for such child for a period beginning immediately
following such birth or placement, which practices shall be
administered on an equitable basis among similarly situated
employees, and resumes the status of Employee upon completion
of the leave of absence, will be deemed, for all Plan
purposes, as having been an Employee throughout the leave of
absence, notwithstanding that such Employee may have been
employed from time to time in a status other than that of an
Employee during the leave. If status as an Employee is not so
resumed, the Employee will be treated as having severed from
service with an Employer one year after the date on which the
leave of absence commenced or, if earlier, on the date of the
death, resignation or involuntary termination of the Employee;
and
<PAGE>
(b) in the case of an individual who is
employed on a basis other than as an Employee or was employed
as a leased employee (within the meaning of section 414(n) of
the Code), upon such individual becoming an Employee, and for
purposes of determining whether such Employee is eligible to
participate in the Plan, such Employee shall be treated as
having been an Employee throughout his period of service with
the Company or an Affiliate, provided that, had he been an
Employee, he would not have incurred a Break in Continuous
Service equal to the greater of (i) five years or (ii) the
number of his years of Continuous Service prior to the date of
his reemployment.
Effective Date: March 26, 1991. This
amendment and restatement of the Plan is effective as of July 1, 1997
unless otherwise indicated.
Election Effective Date: the date that
is the earliest administratively feasible date that a Participant's
election can be made effective following the Participant's
making such election by calling the Fidelity Retirement Benefits Line.
Employee: an employee of an Employer who
(1) is compensated by salary or by commission, or partly by salary
and partly commission, (2) is subject to the Employer's
periodic Performance Evaluation process, (3) is included in a
classification of employees that is eligible under established Employer
rules and regulations to participate in "time off with pay" benefits
such as vacation, sick leave and personal leave, and (4) is entitled to
receive full medical coverage from the Employer, i.e., choice of a
traditional indemnity plan or a Health Maintenance Organization (where
available). The term "Employee" shall not include any individual hired
on or after January 1, 1995 who was formerly an employee in IBM's
Information Products Division or of the Employer whose employment
terminated, or who is on an authorized leave of absence, under the
terms of the Lexington Transition Payment Program, the Voluntary
Transition Programs, the Employee Transition Program, or the Individual
Transition Program, or who otherwise received an incentive to terminate
the active employment relationship. The term "Employee" shall not
include a leased employee or an employee who is a nonresident alien and
who receives no earned income from the Employer which constitutes
income from sources within the United States.
The term "leased employee" means any person (other than an employee of
the recipient) who pursuant to an agreement between the recipient and
any other person ("leasing organization") has performed services for
the recipient (or for the recipient and related persons determined in
accordance with Section 414 (n)(6) of the Code) on a substantially full
time basis for a period of at least one year, and such services are of
a type historically performed by employees in the business field of the
recipient employer. (Contributions or benefits provided a leased
employee by the leasing organization which are attributable to services
performed for the recipient employer shall be treated as provided by
the recipient employer.)
Employer: the Company and any Subsidiary
thereof which participates in the Plan.
<PAGE>
Family Member: means an Employee's Spouse
and lineal ascendants or descendants and the Spouses of such lineal
ascendants or descendants.
Highly Compensated Employee: means, with
respect to a Plan Year, an Employee who -
(A) was a 5-percent owner, at any time during such Plan Year or the
preceding Plan Year, or
(B) received compensation from the Employer for the preceding Plan Year
in excess of $80,000.
The $80,000 amount under this paragraph shall be adjusted at the same
time and in the same manner as under Section 415(d) of the Code, except
that the base period shall be the calendar quarter ending September 30,
1996. This definition of Highly Compensated Employee is effective as of
January 1, 1997.
An Employee shall be treated as a 5-percent owner for any Plan Year if
at any time during such year such Employee was a 5-percent owner (as
defined in Section 416(i)(1) of the Code) of the Employer.
Hour of Service:
(a) each hour an Employee is paid or entitled to payment for the
performance of duties for the Employer or
(b) for a period of time when no duties are performed due to
vacation, holiday, illness, incapacity (including disability), layoff,
jury duty, military duty or leave of absence during a Plan Year;
except that:
(1) not more than 501 Hours of Service shall be
credited on account of any single continuous
period during which an Employee performs no
duties, whether or not such period occurs in
a single computation period, and
(2) Hours of Service may not be counted where
such payment is made or is due:
(i) under a plan maintained solely for the
purpose of complying with applicable
unemployment insurance laws or
(ii) solely to reimburse an Employee for
medical or medically-related expenses;
(c) Each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by the Employer; these
hours shall be credited to the computation period(s) to which the
award or agreement for back pay pertains rather than to the
computation period in which the award, agreement or payment is made;
provided, however, that the limits under paragraph (b) above are
<PAGE>
applicable and that an Employee shall not be entitled to additional
Hours of Service credited under this paragraph (c) for the same
Hours of Service credited under paragraphs (a) and (b) above.
Hours of Service shall be computed and credited in accordance with paragraphs
(b) and (c) of Section 2530.200b-2 of the Department of Labor Regulations, which
are incorporated herein by this reference. To the extent an Employee's Hours of
Service cannot be determined on the basis of actual hours for which he or she is
paid or entitled to payment, it shall be determined on the basis of days worked.
In such event, an Employee will be credited with ten Hours of Service if under
the Plan he or she would be credited with at least one Hour of Service during
the day.
Investment Fund: an investment fund described in
Section 5.1 maintained as part of the Trust Fund and invested in the
manner specified in the trust agreement establishing the Trust Fund,
the investment experience and expenses of which shall be accounted for
separately by the Trustee.
Investment Manager: a registered investment adviser
under the Investment Advisers Act of 1940, as amended, a bank as
defined in that Act or an insurance company qualified to manage,
acquire and dispose of the assets of employee benefit plans under the
laws of more than one state, which has been authorized by the Committee
to manage, acquire and dispose of all or any portion of the assets of
the Trust Fund, and which has acknowledged in writing that it is a
fiduciary with respect to the Plan.
Lexmark: Lexmark International, Inc., a Delaware
corporation.
Matching Contribution: a contribution made to the
Plan by an Employer pursuant to Section 4.2.
Matching Contribution Account: the Account in which
are reflected all Matching Contributions allocated to the Participant,
together with all gains and losses attributable thereto, and all
amounts transferred from the Participant's matching contribution
account under the IBM Tax Deferred Savings Plan.
Non-Highly Compensated Employee: an Employee who is
not a Highly Compensated Employee.
Normal Retirement Age: the later of age 65 or the
completion of one year of Continuous Service.
Participant: an Employee or a former Employee who
has an Account under the Plan.
Plan: the Lexmark Savings Plan, as set forth herein
and as amended from time to time.
<PAGE>
Plan Administrator: the person or committee appointed
pursuant to Article 11, which shall be responsible for overseeing and
assuring compliance with the reporting, disclosure, record keeping and
related administrative requirements of ERISA and the Code relating to
the Plan and the Trust Fund.
Plan Year: the calendar year.
QDRO: a "qualified domestic relations order" as
that term is defined by section 206(d) of ERISA and section 414(p)
of the Code.
Required Beginning Date: April 1 of the calendar year
following the later of (a) the calendar year in which a Participant
attains age 70 1/2, or (b) the calendar year in which the Participant's
employment with the Employer terminates. Provided, however, that clause
(b) shall not apply in the case of a Participant who is a 5-percent
owner (as defined in Code Section 416) with respect to the Plan Year
ending with a calendar year in which the Participant attains age 70
1/2.
Rollover Account: an Account established for an
Employee who makes a rollover contribution to the Plan pursuant to
Section 4.4.
Spouse: the spouse of a Participant as determined
by the law of the domicile of the Participant; provided that to the
extent required by any Qualified Domestic Relations Order, a former
Spouse of the Participant shall be treated as the Spouse of the
Participant.
Subsidiary: a corporation the majority equity
interest of which is owned, directly or indirectly, by the
Company.
Trust Fund: the trust fund established and maintained
under the Plan, to which contributions of Employers and Participants
are paid, together with all gains and losses attributable thereto, and
from which disbursements under the Plan are made, as provided for
herein. The Trust Fund shall include one or more Investment Funds.
Trustee: the person, persons or entity authorized
by the Committee to hold and/or manage all or any portion of the
assets of the Trust Fund in trust pursuant to a trust agreement.
Underwritten Public Offering: an underwritten public
offering of the common stock of the Company.
Unit: the unit of value used to account for each
Participant's interest in the Lexmark Stock Fund.
Valuation Date: any date that The New York Stock
Exchange is open for business.
<PAGE>
Year of Eligibility Service: the period during which
the Employee completes 12 consecutive months of employment with the
Employer measured from the Employee's initial date of employment (or
reemployment commencement date, if applicable).
2.2 Gender and Number, etc. Wherever appropriate, the masculine
----------------------
pronoun, as used herein, shall include the feminine, and the singular shall
include the plural. Sections herein are identified by Arabic numerals separated
by one decimal point and Subsections herein are identified by Arabic
numerals separated by two decimal points. Any reference to a Section
which comprises two or more Subsections shall be deemed to include a
reference to all such Subsections collectively.
Article 3
Participation, Service and Vesting
----------------------------------
3.1 Participation. Each Employee shall be eligible to
-------------
participate on the day coinciding with the completion of one Year of
Eligibility Service. Effective January 1, 1998, each Employee shall be
eligible to participate on the day on which he or she first performs an Hour
of Service as an Employee. Each Employee who becomes eligible to participate
in the Plan in accordance with this Section 3.1 shall commence participation
by calling the Fidelity Retirement Benefits Line to elect the deferral of
Compensation in accordance with Subsection 4.1.1. An election that provides for
the deferral of Compensation in accordance with Subsection 4.1.1 shall be
effective as of the applicable Election Effective Date. An Employee who has
commenced participation in the Plan shall remain a Participant until his
Accounts have been distributed in full.
3.2 Service.
-------
3.2.1 Prior Continuous Service. All periods of prior
--------------------------
Continuous Service (Continuous Service preceding a Break in Continuous
Service) with the Company shall be treated in all respects as Continuous
Service under the Plan, provided that a Participant who is not fully vested in
his benefits under the Plan at the time he severs from service with the
Company and who incurs a Break in Continuous Service lasting longer than
the greater of (i) 5 years or (ii) the Employee's prior Continuous Service
shall receive credit for the prior Continuous Service only after such
Participant either (x) completes 1 year of Continuous Service subsequent to the
Break in Continuous Service, or (y) reaches age 65 while an Employee.
3.2.2 Foreign Service. All Foreign Service (service of a
---------------
Participant with a foreign subsidiary or foreign branch) will be deemed
to be Continuous Service, provided that
(i) a Participant with Foreign Service that was immediately
preceded by Continuous Service must, before credit for such
Foreign Service is given, resume employment as an Employee;
and
<PAGE>
(ii) a Participant with Foreign Service that was not
immediately preceded by Continuous Service must, before credit
for such Foreign Service is given, complete one year of
Continuous Service subsequent to such Foreign service or reach
age 65 while an Employee.
3.2.3 Service Credit for Change in Employment Status. In the
-----------------------------------------------
case of an individual who (i) is employed on a basis other than as an Employee
or (ii) was employed as a leased employee (within the meaning of section 414(n)
of the Code) if such individual was previously employed, or is subsequently,
employed, by the Company as an Employee, then for the purpose of determining
whether such Employee has vested benefits, he or she shall be treated as having
been an Employee throughout his or her period of service with the Company if he
or she (i) would have met the applicable requirements for vesting under the
Plan, assuming he or she had been an Employee for his or her entire period of
service or (ii) has not been absent from employment for a period equal to the
greater of (A) five years or (B) his or her period of employment prior to such
absence.
3.3 Vesting. Each Participant who first completed an Hour of
-------
Service prior to July 1, 1994 shall at all times have a nonforfeitable interest
in the value of his Accounts. Each Participant who first completes an Hour of
Service on or after July 1, 1994 and who is not a Participant in the Plan as of
June 30, 1995 shall at all times have a nonforfeitable interest in the value of
his Compensation Deferral Account and any Rollover Account. His interest in his
Matching Contribution Account shall become nonforfeitable upon his completion of
five years of Continuous Service or upon his death, disability or attainment of
Normal Retirement Age as an Employee, whichever occurs first.
3.3.1 Vesting Credit Upon Reemployment Within 1 Year of
-------------------------------------------------------
Severance. A Participant who severs from service with the Company by reason of
- ---------
resignation or involuntary termination, who thereafter is reemployed by the
Company within 1 year from the date of severance from service, shall, for the
purpose of determining whether such Participant has vested benefits, be deemed
to have been employed by the Company during the period between severance from
service and reemployment.
Article 4
Compensation Deferrals and
--------------------------
Matching Contributions; Rollover Contributions
----------------------------------------------
4.1 Compensation Deferrals.
----------------------
4.1.1 Rate of Compensation Deferrals. The Employer shall, at the
------------------------------
direction of a Participant, make contributions under the Plan, not less
frequently than monthly, of amounts deferred from the Participant's Compensation
in accordance with section 401(k) of the Code, which amount shall be credited to
the Participant's Compensation Deferral Account. Each Employee upon commencing
participation in the Plan may direct the Employer to make contributions to the
<PAGE>
Plan of up to 20 percent (in whole percentages) of his Compensation for each pay
period such election is in effect; provided that the direction in effect with
respect to any Employee as of this Plan's amended and restated Effective Date
shall constitute a continuing direction of the Employee under the Plan unless
the Employee or the Plan Administrator otherwise directs. Notwithstanding the
foregoing, the total amount of contributions made at the direction of an
Employee shall not exceed the dollar limitation set forth in section 402(g) of
the Code in any calendar year, and such limitation amount shall be deemed to be
automatically adjusted to the full extent permitted or required under section
402(g)(5) of the Code or any regulation promulgated thereunder.
The contribution rate elected by a Participant shall continue
in effect until changed or suspended by the Participant or suspended in
accordance with Section 7.2(b). A Participant may (i) change the elected rate of
reduction at any time during each Plan Year and (ii) suspend a prior
Compensation Deferral election at any time. Any initial election and any change
or suspension of a prior election shall be made by calling the Fidelity
Retirement Benefits Line and shall be effective on the Election Effective Date.
A Participant who suspends his prior Compensation Deferral election may elect to
recommence making Compensation Deferrals at any time following the effective
date of the suspension. During any period of suspension, the Employer shall
cease making Matching Contributions pursuant to Section 4.2 on behalf of the
suspending Participant.
4.1.2 Amount of Contribution. The contributions made for a
-----------------------
Participant shall be made by payroll deduction and shall be determined for each
pay period by multiplying his contribution rate then in effect by his
Compensation for such period. The amount of the deduction may, in accordance
with uniform rules adopted by the Plan Administrator, be rounded to the next
highest or lowest multiple of $1.00 per pay period.
4.1.3 Distribution of Excess Compensation Deferrals.
-----------------------------------------------------
Notwithstanding any other provision of the Plan, Excess Compensation Deferrals
and income allocable thereto shall be distributed no later than April 15 of the
next following calendar year to Participants who allocate Excess Compensation
Deferrals to the Plan for the preceding calendar year.
For purposes of this Subsection 4.1.3, the term "Excess
Compensation Deferrals" shall mean the amount of Compensation Deferrals for a
calendar year that the Participant allocates to the Plan pursuant to the claim
procedure set forth below.
The Participant's claim shall be in writing and (i) shall be
submitted to the Plan Administrator no later than March 1 of the calendar year
following the calendar year for which the Participant makes a claim under this
Subsection 4.1.3; (ii) shall specify the Participant's Excess Compensation
Deferrals for such preceding calendar year; and (iii) shall be accompanied by
the Participant's written statement that if such amounts are not distributed,
such Excess Compensation Deferrals, when added to amounts deferred under other
plans or arrangements described in sections 401(k), 408(k) or 403(b) of the
Code, will exceed the limit imposed by section 402(g) of the Code for the year
in which the Compensation Deferrals were made.
The amount of Excess Compensation Deferrals to be distributed
for a taxable year will be reduced by the amount of Compensation Deferrals
<PAGE>
previously distributed pursuant to part (y) of Section 4.1.4 hereof for the Plan
Year beginning in such taxable year. The Excess Compensation Deferrals
distributed to a Participant with respect to a calendar year shall be
distributed from the Compensation Deferral Account and shall be adjusted for any
income or loss allocable thereto, but in no event shall such Excess Compensation
Deferrals be less than the lesser of the Participant's Accounts under the Plan
or the Participant's Excess Compensation Deferrals for the Plan Year.
If Excess Compensation Deferrals are distributed to a
Participant, any corresponding Matching Contributions (adjusted for any income
or loss allocable thereto) allocated with respect thereto shall be forfeited in
the same proportion as Excess Compensation Deferrals are to Compensation
Deferrals for the relevant taxable year.
"Income or loss allocable to Excess Compensation Deferrals"
shall be computed by multiplying the income or loss allocated to the
Participant's account for the taxable year by a fraction, the numerator of which
is the amount of the Excess Compensation Deferral for such year, and the
denominator of which is the sum of (1) the total account balance of the
Participant attributable to compensation deferrals as of the beginning of the
taxable year plus (2) the amount of Compensation deferred by such Participant
for such taxable year.
4.1.4 Limitations on Compensation Deferrals. For Participants
-------------------------------------
who are Highly Compensated Employees during a Plan Year, the average of the
ratios of (a) the Compensation Deferrals and Matching Contributions made on
behalf of each such Participant during the Plan Year, to (b) the total
Compensation for such Participant (the "Deferral Ratio") may not exceed the
average of the Deferral Ratios for each Non-Highly Compensated Employee for the
preceding Plan Year times the greater of (i) 2, provided that the Deferral Ratio
(expressed as a percentage) for the Plan Year for Participants who are Highly
Compensated Employees may not exceed the Deferral Ratio (expressed as a
percentage) for the preceding Plan Year for Non-Highly Compensated Employees by
more than two percentage points, or such lesser amount as the Secretary of the
Treasury or his delegate shall prescribe to prevent the multiple use of this
alternative limitation with respect to any Highly Compensated Employee, or (ii)
1.25. Should neither of these two tests be met, the Plan Administrator may, in
its discretion (x) order a reduction in the Compensation Deferrals of the Highly
Compensated Employees for the balance of that Plan Year, to be accomplished by
establishing a reduced new maximum rate for the Compensation Deferrals of the
affected Participants, or (y) on or before the last day of the calendar year
following the calendar year in which neither of the two tests is met, distribute
such excess Compensation Deferrals and Matching Contributions, and any earnings
allocable thereto, to the Highly Compensated Employees on the basis of the
amount of Compensation Deferrals and Matching Contributions by, or on behalf of,
each of such Employees or (z) on or before the last day of the calendar year
following the calendar year in which neither of the two tests is met, authorize
the Employer to make additional contributions which shall be treated for all
purposes of the Plan as qualified nonelective contributions as defined in
section 401(k) of the Code and which shall be allocated to the Compensation
Deferral Account of employees who (i) were Participants as of the last day of
the month for which such contributions are made and (ii) who are Non-Highly
Compensated Employees as the end of the Plan Year in which neither of the two
tests is met. In determining the amount of any Compensation Deferral to be
distributed pursuant to (y) above, the amount of Compensation Deferrals to be
distributed shall be reduced by the amount of Excess Compensation Deferrals
<PAGE>
previously distributed for the taxable year ending in the same Plan Year.
For purposes of this Section 4.1.4, the Deferral Ratio of each
Highly Compensated Employee (a) who is eligible to participate in two or more
plans maintained by Employers and any Affiliates containing a cash or deferred
arrangement described in section 401(k) of the Code shall be determined as if
all such plans were one plan; and (b) shall be determined by taking into account
the Compensation Deferrals and Compensation on behalf of Family Members of such
Employee. In addition, in determining the Deferral Ratios, all Compensation
Deferrals that are made under two or more plans that are aggregated for purposes
of Code sections 401(a)(4) or 410(b) (other than section 410(b)(2)(A)(ii)) shall
be treated as made under a single plan, and if two or more plans are
permissively aggregated for purposes of section 401(k), the aggregated plans
must also satisfy section 401(a)(4) and 410(b) as though they were a single
plan.
A Compensation Deferral will be taken into account in
determining a Participant's Deferral Ratio for a Plan Year only if it relates to
Compensation that either would have been received by the Participant in the Plan
Year (but for the deferral election) or is attributable to services performed by
the Participant in the Plan Year and would have been received by the Participant
within 2-1/2 months after the close of the Plan Year (but for the deferral
election). Further, a Compensation Deferral will be taken into account in
determining a Participant's Deferral Ratio for a Plan Year only if it is
allocated to the Participant as of a date within that Plan Year. For this
purpose, a Compensation Deferral is considered allocated as of a date within a
Plan Year if the allocation is not contingent on participation or performance of
services after such date and the Compensation Deferral is actually paid to the
Trust no later than twelve months after the Plan Year to which the deferral
relates.
4.2 Matching Contributions.
----------------------
4.2.1 General Rule. As soon as practicable after the close of
------------
each calendar quarter, or more frequently in the discretion of the Plan
Administrator, the relevant Employer shall make a Matching Contribution to the
Plan, on the condition that said contribution is deductible under section 404 of
the Code, in an amount equal to 30% of each Participant's Compensation Deferrals
made each pay period which are not in excess of a 5% Compensation Deferral level
("Eligible Compensation Deferrals").
4.2.2 Additional Matching Contribution. Effective for the 1996
---------------------------------
Plan Year and succeeding Plan Years, the relevant Employer shall, for a Plan
Year, make an additional Matching Contribution in an amount equal to (i) 10% of
an eligible Participant's Eligible Compensation Deferrals for such Plan Year, if
the Company achieves its "target" financial objectives established for said Plan
Year, or (ii) 20% of an eligible Participant's Eligible Compensation Deferrals
for such Plan Year if the Company achieves or exceeds the "maximum" performance
target established for said Plan Year. In the event the Company exceeds its
"target" level but does not achieve the "maximum" level, the additional Matching
Contribution for an eligible Participant shall be 10% of Eligible Compensation
Deferrals plus an added amount based on a linear scale between the "target" and
"maximum" levels and taking into account the performance level actually
<PAGE>
achieved. Only those Participants who have made Compensation Deferrals for the
Plan Year and who are employed by an Employer on the last day of such Plan Year
shall be eligible to receive the additional Matching Contribution contemplated
hereunder. The additional Matching Contribution, if any, made for a Plan Year
under this Section 4.2.2 shall be made as soon as practicable following the end
of the Plan Year and shall be made with the Company's Class A Common Stock, par
value $.0l per share, or in the form of cash to the Trustee to purchase said
Common Stock, or in a combination of the two. The Common Stock so contributed or
purchased, as the case may be, shall be credited to the Lexmark Stock Fund on
behalf of the Participants entitled thereto.
4.2.2 Allocation. Matching Contributions shall be credited
----------
to the Matching Contribution Account of each Participant in respect of
whom such Matching Contributions are made.
4.3 Return of Employer Contributions. In the event that a
----------------------------------
Compensation Deferral or Matching Contribution was made to the Plan (i) by a
mistake of fact, (ii) on the condition that it was deductible under section 404
of the Code and such deduction is disallowed, or (iii) on the condition that the
Plan initially qualified under section 401(a) of the Code and the Plan does not
so qualify, the contribution shall be refunded to the respective Employer. In
the case of a contribution (x) made by a mistake of fact, the refund shall be
made within one year after the payment of the contribution, (y) conditioned upon
its deductibility, the refund shall be made within one year after the
disallowance of the deduction has become final and shall be made only to the
extent that the deduction was disallowed, and (z) conditioned on the initial
qualification of the Plan, the refund shall be made within one year after the
date of the denial of the Plan's qualification.
In the event that the Commissioner of Internal Revenue
determines that the Plan is not initially qualified under the Internal Revenue
Code, any contributions and any earnings or loss attributable thereto made
incident to that initial qualification by the Employer must be returned to the
Employer within one year after the date the initial qualification is denied, but
only if the application for the qualification is made by the time prescribed by
law for filing the Employer's return for the taxable year in which the plan is
adopted, or such later date as the Secretary or the Treasury may prescribe.
4.4 Rollover Contributions. An Employee at any time, including
----------------------
prior to his or her completion of one Year of Eligibility Service, may
contribute cash or other property acceptable to the Trustee representing
qualified rollover amounts which the Code permits an employee to transfer either
directly or indirectly (including through a conduit individual retirement
account) from one qualified plan to another qualified plan. An Employee who
makes a rollover contribution to the Trust prior to completing one Year of
Eligibility Service shall be treated as a Participant for all purposes of the
Plan, except the Employee is not a Participant for purposes of electing
Compensation Deferrals, receiving Matching Contributions or any other form of
Employer contributions, or sharing in any Participant forfeitures under the Plan
until he or she actually becomes a Participant in the Plan.
<PAGE>
Article 5
Investment of Contributions
---------------------------
5.1 Trust Fund Investments; Participant Direction.
---------------------------------------------
Except as may be otherwise provided, the Participant shall
designate in 1% multiples the proportions in which his Compensation Deferrals
shall be allocated among the Investment Funds then being offered under the Plan,
subject to the right of the Trustee to make investments in short-term
obligations of the United States Government or agencies thereof or in other
types of short-term investments including commercial paper during periods when,
for administrative reasons, contributions cannot be placed immediately into an
Investment Fund. Except as otherwise provided, Matching Contributions made on
behalf of a Participant and any Participant rollover contributions shall be
invested in the same Investment Funds and in the same proportions as designated
by the Participant with respect to his Compensation Deferrals. Provided,
however, a Participant may designate a portion or all of the amounts credited to
his/her Matching Contribution Account to be invested in the Lexmark Stock Fund,
regardless of the extent, if any, to which the Participant has designated the
amounts credited to his/her Compensation Deferral Account to be invested in said
Fund. Effective July 1, 1997, the Investment Funds being offered shall consist
of funds issued by investment companies advised by Fidelity Management and
Research Company (the "Fidelity Funds"), as well as the Lexmark Stock Fund and
any other investment fund approved by the Committee or its delegate. A
Participant's designation shall be made by calling the Fidelity Retirement
Benefits Line and shall be effective on the Election Effective Date; provided
that unless otherwise directed by the Participant, amounts transferred from a
Participant's existing Investment Fund selections as of June 30, 1997, to the
Fidelity Funds shall be invested under this Plan in the same manner and in the
Investment Funds most closely corresponding to the investment funds in which
such amounts were invested as of June 30, 1997, subject to a Participant's
subsequent ability to transfer such amounts among Investment Funds pursuant to
Section 5.3.
5.1.1 Lexmark Stock Fund: This fund is established effective
------------------
as of January 1, 1996, and shall consist primarily of the Company's Class A
Common Stock, par value $.0l per share ("Class A Common Stock"). It is intended
to provide Participants with an opportunity to invest in the Company. The Class
A Common Stock purchased (or sold) by the Trustee shall be purchased (or sold)
primarily on the open market. A small percentage of the fund will be maintained
in cash. The cash held in this fund shall be invested in short-term money market
securities, or similar interest bearing securities, including, without
limitation, obligations of the United States government or agencies thereof,
bank obligations, commercial paper, short-term corporate debt obligations and
other short-term debt securities. In any situation where the volume of shares of
Class A Common Stock that must be purchased (or sold) for the Lexmark Stock Fund
could be expected to cause unusual market activity, the Trustee shall spread
such transactions over a period of days. The Trustee shall follow its
established guidelines regarding the number of shares that can be purchased or
sold in any one day.
The Committee or its delegate may, in its discretion, from
time to time establish additional Investment Funds, including those funds whose
<PAGE>
investments can be directed by Participants, and may determine that any existing
Investment Fund, including any described or identified above, shall be modified,
curtailed, terminated, or liquidated.
5.2 Change of Investment Selection. A Participant may, at any
------------------------------
time during any Plan Year, elect to change his investment selection with respect
to future contributions. Such election shall be made by calling the Fidelity
Retirement Benefits Line and shall be effective on the Election Effective Date.
5.3 Change of Investment Selection on Existing Accounts.
--------------------------------------------------------
Subject to Section 5.4 below, a Participant may elect from time to time to
transfer amounts between Investment Funds, which election shall be effective as
of the current business day if the trade is placed by 4:00 p.m. E.S.T. If the
trade is placed after 4:00 p.m. E.S.T., the election shall be effective the
following business day. Such transfers, if among more than one Investment Fund,
must be made in 1% multiples, with a minimum exchange of $250 or, if less, the
full balance in the Investment Fund. A Participant may provide direction in
accordance with the procedures prescribed by the Plan Administrator, which may
include telephonic authorization that requires a Participant to provide a PIN.
The Plan Administrator may impose such additional rules and limitations upon
transfers affecting the Dwight Fixed Income Fund and the Lexmark Stock Fund as
the Plan Administrator may consider necessary or appropriate.
5.4 Investment of Additional Matching Contribution. Any
--------------------------------------------------
additional Matching Contribution made pursuant to Section 4.2.2 of the Plan
shall be contributed to the Lexmark Stock Fund. A Participant on whose behalf an
additional Matching Contribution has been allocated to the Lexmark Stock Fund
shall not be permitted to transfer any amount attributable to such allocation,
including any earnings thereon, from the Lexmark Stock Fund to another
Investment Fund.
Article 6
Individual Accounts and Valuations
----------------------------------
6.1 Establishment of Account. The Plan Administrator shall
------------------------
establish and maintain or cause to be established and maintained a Compensation
Deferral Account and a Matching Contribution Account in the name of each
Participant to which the Plan Administrator shall credit the Compensation
Deferrals and Matching Contributions respectively, on behalf of the Participant
and the share of the net gains and losses, if any, of the Trust Fund and the
Investment Funds thereunder allocable to such contributions. A Rollover Account
also shall be established and maintained for any Employee who makes a rollover
contribution to the Plan pursuant to Section 4.4.
6.2 Allocations to Accounts. Contributions shall be allocated
-----------------------
to the Accounts of the Participants on whose behalf contributions are made not
less frequently than monthly. Allocation of Trust Fund income and valuation of
the Trust Fund and Investment Funds shall be made as of each Valuation Date,
with the Account balances of all Participants adjusted appropriately upward or
downward, so that the total of such balances shall equal the net worth of the
Trust Fund as of each Valuation Date.
<PAGE>
6.3 Lexmark Stock Fund. The interest of each Participant in
------------------
the Lexmark Stock Fund shall be represented by Units credited to his Account.
The initial value of a Unit in the Lexmark Stock Fund on the first Valuation
Date shall be equal to $10.00. On each succeeding Valuation Date, the value of a
Unit in the Lexmark Stock Fund shall be determined by dividing the value of the
Fund on that date by the number of outstanding Units in the Fund. Each Unit in
the Lexmark Stock Fund shall represent a proportionately equal beneficial
interest, and no Unit shall have priority or preference over any other. Payments
or distributions from the Lexmark Stock Fund shall be made only as of a
Valuation Date, and shall be calculated using the Unit value for the Lexmark
Stock Fund as of that date.
Article 7
Withdrawals and Distributions
-----------------------------
7.1 Withdrawals. A Participant who has attained age 59 1/2,
-----------
may withdraw in cash all or part of his rollover contributions, Compensation
Deferrals and Matching Contributions by providing direction in accordance with
the procedures established by the Plan Administrator, which may include
telephone authorization that requires the Participant to provide a PIN. A
Participant may make only one withdrawal under this Section 7.1 in any Plan
Year. The amount of any such withdrawal may not be less than the lesser of $500
or the maximum amount that the Participant may then withdraw pursuant to this
Section 7.1.
The withdrawal shall be made as of the Valuation Date
coincident with the date on which the Trustee receives notification of the
withdrawal, or as soon thereafter as practical. A withdrawal shall, to the
extent practicable, be made pro rata from each of the Investment Funds in which
the applicable Account is invested and shall be allocated among the
contributions made on the Participant's behalf (after taking into account the
gains and losses thereon), in the following sequence: rollover contributions,
Compensation Deferrals and Matching Contributions. The Plan Administrator may
impose such additional rules and limitations upon withdrawals from any
Investment Fund as the Plan Administrator may consider necessary or appropriate.
The amount to be withdrawn shall be distributed as soon as practicable after the
Valuation Date as of which the withdrawal is made. The Accounts maintained with
respect to the Participant shall be adjusted appropriately to reflect a
withdrawal.
7.2 Hardship Withdrawals. In accordance with procedures
---------------------------------------------------------
prescribed by the Plan Administrator, which may include telephonic authorization
that requires a Participant to provide a PIN, a Participant may apply for a
hardship distribution in an amount not to exceed the value of his Compensation
Deferrals. The Participant may not obtain any income allocable to such
Compensation Deferrals or any amount attributable to any additional Matching
Contribution made pursuant to Section 4.2.2 of the Plan. The Plan Administrator
may in its discretion grant a hardship distribution to the Participant in
accordance with the remaining provisions of this Section 7.2, or such other
requirements as it may establish from time to time, provided that the
distribution is made on account of an immediate and heavy financial need and is
necessary to satisfy such need.
<PAGE>
(a) The following events will be deemed to constitute an
immediate and heavy financial need for purposes of this
Section 7.2:
(i) expenses for medical care previously incurred by
the Participant, his spouse or his dependents or necessary for
these persons to obtain medical care;
(ii) costs directly related to the purchase of
the Participant's principal residence;
(iii) payment of tuition and related educational
fees for the next 12 months of post-secondary education for
the Participant, his spouse, children or dependents; and
(iv) the need to prevent the eviction of the
Participant from his principal residence or foreclosure
on the mortgage of the Participant's principal residence.
(b) A distribution will be deemed necessary to satisfy an
immediate and heavy financial need of the Participant if:
(i) the distribution is not in excess of the amount
of the Participant's immediate and heavy financial need;
(ii) the Participant has obtained all distributions,
other than hardship distributions, and all non-taxable loans
under all plans maintained by all Employers;
(iii) the Participant is suspended for twelve months
after receipt of the hardship distribution from making
Compensation Deferrals under the Plan, as well as being
suspended for that period from making contributions (or
elective deferrals) under all other deferred compensation
plans maintained by all Employers; and
(iv) the Participant may not make Compensation
Deferrals for the calendar year immediately following the
calendar year of the hardship distribution in excess of the
applicable limit under section 402(g) for that following
calendar year less the amount of such participant's
Compensation Deferrals for the year of the hardship
distribution.
In the case of a partial withdrawal made by a Participant
having an interest in more than one Investment Fund, the amount withdrawn from
each shall be in the same proportion as the value of his interest in each
Investment Fund immediately preceding such withdrawal bears to the total value
of his Compensation Deferral Account. Payment of the hardship distribution shall
<PAGE>
be made as soon as practicable after the Valuation Dates as of which the
distribution is made.
In determining whether a Participant may receive a hardship
distribution under Section 7.2, the Plan Administrator shall apply the criteria
set forth above in a uniform and nondiscriminatory manner to all persons
similarly situated.
7.3 Distribution Upon Retirement or Medical Disability.
--------------------------------------------------
7.3.1 General Rule. In the event that a Participant's
-------------
employment with an Employer terminates by reason of retirement under the Lexmark
Retirement Plan or disability under the Lexmark Medical Disability Income Plan
and the value of the Participant's Accounts is in excess of $3,500 ($5,000,
effective January 1, 1998), the Participant may elect, under rules established
by the Plan Administrator, to receive an immediate distribution of his Accounts,
subject to the consent requirements of Subsection 7.7.1., if applicable. Such
distribution shall be payable, at the election of the Participant, in the form
of (a) a lump sum cash distribution or (b) a specified number of annual cash
installments, over a period of up to ten years (unless a longer period is
determined by the Plan Administrator), but in no event longer than the life
expectancy of the Participant.
7.3.2 Deferred Distribution. Notwithstanding the foregoing,
----------------------
such Participant may elect to defer receipt of his Accounts, in either form of
distribution, until a later date, provided that the distribution shall be made
in accordance with Subsection 7.7.2 and the consent requirements of Subsection
7.7.1, if applicable. If the Participant fails to elect an immediate
distribution under Subsection 7.3.1, his failure to so elect shall be deemed an
election to defer receipt under this Subsection 7.3.2.
7.4 Distribution Upon Death. Subject to the consent
---------------------------
requirements of Section 8.2, in the event that a Participant dies before the
balance of his Accounts has been distributed, the remaining balance of the
Accounts shall be distributed to the Participant's Beneficiaries in a lump sum
cash distribution. Payment shall be made as soon as practicable, but in no event
later than December 31 of the calendar year containing the fifth anniversary of
the Participant's death. Before authorizing a distribution in respect of a
deceased Participant, the Plan Administrator may require proof of death and such
other evidence, documents and information as it may deem to be necessary or
desirable. Pending the determination of proper Beneficiaries, the Accounts may
be placed in such Investment Fund as the Plan Administrator may direct and shall
participate in any investment gains and losses thereunder.
7.5 Distribution Upon Termination of Employment. In the event
-------------------------------------------
that a Participant's employment with all Employers terminates for any reason
other than retirement, disability or death, and the value of the Participant's
Accounts is in excess of (or at the time of any prior distribution was in excess
of) $3,500 ($5,000 effective January 1, 1998), the Participant may elect, under
rules established by the Plan Administrator and pursuant to the consent
requirements of Subsection 7.7.2, if applicable, (a) to receive an immediate
distribution of his Accounts in a lump sum cash distribution or a specified
number of annual cash installments, over a period of up to ten years (unless a
longer period is determined by the Plan Administrator) but in no event longer
<PAGE>
than the life expectancy of the Participant, or (b) to defer receipt of such
lump sum cash distribution or installments until a later date, but in no event
shall such distribution be made or commence later than a Participant's Required
Beginning Date. Failure to make an election shall be deemed to be an election
under clause (b).
7.6 Distribution of Small Amounts. If upon a Participant's
------------------------------
termination of employment for any reason described in Section 7.3, 7.4 or 7.5
the value of a Participant's Accounts is not in excess of $3,500 ($5,000,
effective January 1, 1998), such Participant shall, upon such termination of
employment, receive an immediate distribution of such amount.
7.7 General Distribution Procedures.
-------------------------------
7.7.1 Consent Requirements. If the value of the Participant's
--------------------
Account is in excess of $3,500 ($5,000, effective January 1, 1998) and he has
not attained age 62, and the distribution is not otherwise required at law or
being made pursuant to a QDRO, then the Participant's consent to such
distribution must be obtained. Such consent may be provided in accordance with
the procedures established by the Plan Administrator, which may include
telephonic authorization that requires a Participant to provide a PIN.
7.7.2 Required Distributions. If on his Required Beginning
-----------------------
Date a Participant retains an Account balance in the Plan and if such
Participant has not previously elected a method of distribution in accordance
with Section 7.3, the value of his Account balance shall commence to be
distributed on his Required Beginning Date in accordance with the method
described in Subsection 7.3.1(b). If a Participant who has elected to defer
receipt of his Account balance has elected a method of distribution in
accordance with Section 7.3, the entire interest of such Participant shall be
distributed or commence to be distributed no later than his Required Beginning
Date. All distributions required under this section shall be made in accordance
with section 401(a)(9) of the Code and the Regulations thereunder, including but
not limited to the Minimum Distribution Incidental Benefit requirements of
section 1.401(a)(9)-2 of the proposed regulations.
7.7.3 Time of Payments. When the interest of any Participant
----------------
becomes payable in accordance with the provisions of Section 7.3, 7.4, 7.5, or
7.6, the Plan Administrator shall direct the Trustee, subject to the consent
requirements of Subsection 7.7.1, to make or commence payments within 60 days of
such direction.
7.7.4 Investment of Deferred Account Balances. If payment of
----------------------------------------
the balance to the credit of the Participant's Accounts is deferred, or if the
balance to the credit of the Participant's Accounts is distributed in
installments, such unpaid balance shall continue to be invested in the
Investment Funds designated by the Participant, in accordance with Section 5.2,
and to reflect an investment gains and losses thereunder.
7.7.5 Distributions from Lexmark Stock Fund. Notwithstanding
-------------------------------------
anything contained in this Article 7 to the contrary, a Participant who is
entitled to a distribution and whose Accounts are invested in whole or in part
in the Lexmark Stock Fund may have the value of his investment in the Lexmark
Stock Fund distributed to him or her in whole shares of the Company's Class A
<PAGE>
Common Stock. The Participant must elect in writing to receive such a stock
distribution. Fractional shares of the Common Stock shall be distributed in
cash. This Section 7.7.5 pertains only to distributions. Withdrawals under the
Plan pursuant to Sections 7.1 and 7.2 hereof may be made only in cash.
7.8 Transfer of Assets by an Employer. Where assets used by an
---------------------------------
Employer in a particular trade or business (or in particular trades or
businesses) or employees of a trade or business are transferred to another
business organization (including a jointly- owned enterprise, an unrelated
corporation or a partnership); and where the Plan Administrator has authorized
the transfer of the assets and liabilities applicable to the transferred
employees to a qualified section 401(k) plan in the other business organization
to which the employees are being or have been transferred, no distributions to
affected employees shall be permitted as a result of this occurrence. Such a
transfer of assets and liabilities shall be in accordance with the requirements
of section 401(a)(12) of the Code.
7.9 Account Value. For purposes of making distributions
-------------
under this Article 7, the value of the Participant's Account shall be
determined as of the Valuation Date as of which the distribution is made.
7.10 Loans from the Compensation Deferral Account and Matching
---------------------------------------------------------
Contribution Account. A Participant may receive a loan from the Plan in
- ---------------------
accordance with the following program. The loan program under the Plan will be
administered by the Plan Administrator on a uniform and nondiscriminatory basis.
Upon appropriate notice, in accordance with the procedures established by the
Plan Administrator, which may include telephonic authorization that requires a
Participant to provide a PIN, a Participant may borrow from the Plan an amount
which shall be charged against his Compensation Deferral Account and/or Matching
Contribution Account, as described below.
The minimum amount of any loan shall be $100. Any loan in
excess of such amount may be made in multiples of $100 only. The maximum amount
of such loan shall not exceed the lesser of (a) $50,000 reduced by the
Participant's highest outstanding loan balance during the preceding 12-month
period or (b) one-half (1/2) the sum of the value of the Participant's Accounts
under the Plan.
A Participant shall be permitted to borrow from the Plan, but
not more than two loans may be outstanding at any one time. No loan shall be
made while any other loan is in default. A one time loan origination fee will be
deducted from the Participant's Accounts on a pro-rata basis across the
Participant's investments. Each quarter, an ongoing loan maintenance fee will be
deducted from the Participant's Accounts on a pro-rata basis across the
Participant's investments. Both deductions will occur after the close of the
quarter in which the loan was initiated.
A loan to a Participant shall be evidenced as prescribed by
the Plan Administrator. This shall include an assignment of the Participant's
interest in those of his Accounts from which the loan amount is withdrawn, or
any portion thereof, as security for such loan and the direction of the
Participant to the Employer to withhold from his compensation, each pay period,
<PAGE>
such amount as is required to repay the loan by level payments of combined
principal and interest over the term thereof.
To effect a loan, the Participant will call the Fidelity
Retirement Benefits Line. The amount of the distribution shall first be charged
against his Compensation Deferral Account and next, to the extent of any excess,
against his Matching Contribution Account. In the case of a loan of less than
the total value of the Compensation Deferral Account or Matching Contribution
Account, the amount distributed shall be in the same proportion as the value of
his interest in each Investment Fund immediately preceding such distribution
bears to the total value of his Compensation Deferral Account or Matching
Contribution Account, as applicable. Provided, however, no distribution may be
made of any amount that is attributable to any additional Matching Contribution
made pursuant to Section 4.2.2 of the Plan
Loans shall be amortized in substantially level payments of
combined principal and interest, not less frequently than quarterly, and shall
be granted in monthly increments over a period not extending beyond five (5)
years from the date of the loan. The minimum period for repayment of a loan
shall not be less than one (1) year and the maximum period for repayment of a
loan shall not exceed five (5) years, provided that a Participant may prepay
principal and interest in full on any loan at any time.
The Plan Administrator shall establish a reasonable fixed rate
of interest that shall be applied to loans made from time to time from the Plan
and generally shall be based upon comparable rates offered by commercial lending
institutions.
In the event a loan (including accrued but unpaid interest) to
a Participant is not paid as and when due, the Trustee will notify such
Participant of the amount of repayment required to prevent the loan from being
declared in default. If not paid within 60 days or such other time as the Plan
Administrator shall determine of such notice, the loan will be in default. Such
defaulted loan shall, to the extent consistent with applicable law, be charged
against the Participant's Accounts and, to the extent of the outstanding loan
balance, shall be deemed a distribution to him of his interest in the Account
from which the loan was originally withdrawn as of the earliest date such
distribution may be made under applicable law. The outstanding loan balance
shall be treated as repaid to the extent of such charge in excess of interest
accrued thereon.
Any payments to the Plan of interest on a loan shall be
credited to the Participant's Accounts from which the principal amount of the
loan was originally withdrawn and shall be accounted for as earnings on that
Account. Any payment to the Plan of principal on a loan shall reduce the
Participant's loan balance and shall be credited first to the Participant's
Matching Contribution Account as Matching Contributions and next, to the extent
of any excess, to the Participant's Compensation Deferral Account as
Compensation Deferrals. All loan repayments shall be invested in the Investment
Funds in accordance with the Participant's investment election in effect at the
time of such repayment.
<PAGE>
7.11 Eligible Rollover Distributions.
-------------------------------
(a) Application. This Section 7.11 applies to distributions
-----------
made on or after January 1, 1993. Notwithstanding any provision of the Plan to
the contrary that would otherwise limit a distributee's election under this
Section, a distributee may elect, at the time and in the manner prescribed by
the Plan Administrator, to have any portion of an eligible rollover distribution
paid directly to an eligible retirement plan specified by the distributes in a
direct rollover.
(b) Definitions.
-----------
(i) Eligible Rollover Distribution: An
eligible rollover distribution is any distribution of all or any portion of
the balance to the credit of the distributee, except that an eligible
rollover distribution does not include: any distribution that is one of
a series of substantially periodic payments (not less frequently than annually)
made for the life (or life expectancy) of the distributee or the joint lives (or
joint life expectancies) of the distributee and the distributee's designated
beneficiary, or for a specified period of ten years or more; any distribution to
the extent such distribution is required under Section 401(a)(9) of the Code;
and the portion of any distribution that is not includable in gross income
(determined without regard to the exclusion for net unrealized appreciation with
respect to employer securities).
(ii) Eligible Retirement Plan: An eligible
retirement plan is an individual retirement account described in Section
408(a) of the Code, an individual retirement annuity described in Section
408(b) of the Code, an annuity plan described in Section 403(a) of the Code,
or a qualified trust described in Section 401(a) of the Code, that accepts
the distributee's eligible rollover distribution. However, in the case of an
eligible rollover distribution to the surviving spouse, an eligible
retirement plan is an individual retirement account or individual
retirement annuity.
(iii) Distributee: A distributee includes an Employee
or former Employee. In addition, the Employee's or former Employee's surviving
spouse and the employee's or former Employee's spouse or former spouse who is
the alternate payee under a qualified domestic relations order, as defined
in Code ss.414(p), are distributees with regard to the interest of the spouse
or former spouse.
(iv) Direct rollover: A direct rollover is a payment
by the Plan to the eligible retirement plan specified by the distributee.
7.12 Forfeitures.
-----------
7.12.1 Time Forfeitures Occur; Restorable Forfeitures. Any
-------------------------------------------------
portion of the balance of a Participant's Accounts in which he does not have a
nonforfeitable interest upon termination of employment shall constitute a
forfeiture at the time the Participant receives a distribution unless the
Participant has no vested interest in his Accounts, in which case such
forfeiture shall occur at his termination of employment. If a Participant who
received a distribution pursuant to Section 7.5 because of termination of
employment or who terminated employment with no vested interest in his Accounts
<PAGE>
again becomes an active Participant in the Plan, and the amount of his Accounts
in which he did not have a nonforfeitable interest was forfeited in accordance
with the preceding sentence, the Company shall then make a Company Contribution
as a restorable forfeiture (or forfeitures of other Participants shall be
applied for such Participant) in the amount of the forfeited interest if the
conditions in (i) - (iii), below, are satisfied. The restorable forfeiture shall
be carried in the name of the Participant and upon a subsequent termination of
employment the Participant shall be entitled to a nonforfeitable interest in his
Accounts as determined pursuant to Section 3.3. The conditions for which a
restorable forfeiture will be made are as follows:
(i) the distribution received by the Participant
was in an amount equal to the entire nonforfeitable balance of his Accounts;
(ii) the Participant was entitled to less than
100% of his Accounts at the time of termination of employment; and
(iii) the Participant repays to the Trustee the
amount of the distribution, if any, attributable to the Company Contributions
and earnings thereon which were distributed upon his termination of
employment, and such repayment is made prior to the earlier of the Participant
incurring five consecutive Breaks in Service or the fifth anniversary of
the Participant's date of hire.
7.12.2 Delayed Forfeitures. If, upon termination of
---------------------
employment, the portion of the Participant's Accounts in which he does not have
a nonforfeitable interest is not forfeited in accordance with Section 7.12.1,
such portion shall constitute a forfeiture at the time the Participant incurs
five consecutive Breaks in Service.
7.12.3 Break in Service. A Break in Service occurs when a
-----------------
Participant has less than a total of 500 Hours of Service for all Employers
during a Plan Year. Solely for purposes of determining whether a Break in
Service has occurred, a Participant will be credited with certain Hours of
Service during the appropriate computation period to avoid a Break in Service if
the Participant is absent from work by reason of (a) pregnancy of the
Participant, (b) birth of a child of the Participant, (c) placement of a child
with the Participant in connection with an adoption, or (d) caring for a child
described in (b) or (c) immediately following such birth or placement. The
initial Hours of Service credited hereunder shall be credited in the computation
period in which the absence begins if the crediting is necessary to prevent a
Break in service in that period.
7.12.4 Application of Forfeitures. Forfeitures occurring in a
--------------------------
Plan Year shall be applied equally on a per Participant basis to reduce
administrative fees that would otherwise be assessed against Participants'
Accounts.
7.13 Distribution of Compensation Deferrals. Amounts
-----------------------------------------
attributable to Compensation Deferrals may only be distributed upon the
occurrence of:
(a) the Participant's disability, death or separation from
service;
<PAGE>
(b) the Participant's attainment of age 59-1/2;
(c) a hardship of the Participant, as described in
section 7.2;
(d) the termination of the Plan without establishment or
maintenance of another defined contribution plan (other than an employee stock
ownership plan as defined in section 4975(e)(7));
(e) the disposition by an Employer to an unrelated corporation
of substantially all of the assets used in a trade or business, but only with
respect to Participants who continue employment with the acquiring corporation
and the acquiring corporation does not maintain the Plan after the disposition;
or
(f) the sale or other disposition by an Employer of its
interest in a subsidiary to an unrelated entity but only with respect to
Participants who continue employment with the subsidiary and the acquiring
entity does not maintain the Plan after the disposition.
Parts (e) and (f) above apply if the distribution is in the
form of a lump sum and if the transferor Employer continues to maintain the
Plan.
Article 8
Designation of Beneficiaries
----------------------------
8.1 Beneficiaries. At the time of initial application for
-------------
participation and at any time subsequent thereto, the Participant shall have the
right to designate his Beneficiary or Beneficiaries and successor Beneficiaries
under the Plan, or to change any previous designation, provided that for a
married Participant to designate anyone other than a Spouse, such Spouse's
consent to the Participant's designation must be obtained, in accordance with
the procedures set forth in Section 8.2. Such designation or change of
designation shall be in writing on a form satisfactory to the Plan
Administrator, shall be submitted to the Employer's payroll department and shall
be effective upon receipt.
In the absence of an effective designation, upon the death of
a non-married Participant the Plan Administrator shall designate a Beneficiary
or Beneficiaries from among the following, in the order named: (1) the
Participant's surviving children in equal shares; (2) the Participant's
surviving parents in equal shares or (3) the Participant's estate.
8.2 Spousal Consent. Any consent by the Participant's Spouse
---------------
to the Participant's designation of a Beneficiary other than such Spouse under
Section 8.1 shall (1) be in writing on a form prescribed by the Plan
Administrator, (2) acknowledge the effect of such waiver or designation on the
Spouse, and (3) be witnessed by a notary public. Notwithstanding the foregoing,
spousal consent under this section 8.2 shall not be required if it is
established to the satisfaction of a Plan official that such consent cannot be
obtained because there is no Spouse, because the Spouse cannot be located or
because of such other circumstances as may be prescribed by regulations issued
<PAGE>
by the Secretary of the Treasury. Any consent by a Spouse under this Section 8.2
or any determination that such consent is not required as hereinbefore provided
shall be effective only with respect to the Spouse who signs the consent or the
Spouse with respect to whom such determination is made, whichever is applicable.
Spousal consent is not required if the Participant revokes a Beneficiary
designation in favor of the Spouse. The Spouse's consent is irrevocable unless
the Participant revokes the designation and names another Beneficiary other than
the Spouse. Such a change in the Beneficiary designation requires another
Spousal consent unless the Spouse has executed a blanket consent to any
Beneficiary designation made by the Participant that complies with Regulation
Section 1.401(a)-20, A-31(c).
Article 9
Establishment of Trust Fund
---------------------------
9.1 Trust Fund. The Company has established a Trust Fund which
----------
constitutes the Trust Fund from which Plan benefits are provided. The Trust Fund
shall be held by one or more trustees, pursuant to an appropriate trust
agreement (the "Trust Agreement") which may be amended or terminated from time
to time by the Committee in any manner that is not inconsistent with the
applicable provisions of ERISA, the Code or the Plan. The Committee may
establish additional trust funds, appoint additional trustees and authorize
execution of additional trust agreements, as the Committee, in its sole
discretion, deems appropriate. For purposes of satisfying the requirements of
Section 407(d)(3)(B) of ERISA, the Plan provides for the acquisition and holding
of "qualifying employer securities" (as defined in Section 407 of ERISA) in a
manner consistent with the provisions of ERISA and Article 5 of the Plan.
9.2 Expenses. All expenses properly incurred in the
--------
administration of the Plan and the Trust Fund may be paid by the Company out of
its operating funds or, at the discretion of the Committee, which discretion may
be delegated, shall be paid out of the assets or income of the Trust Fund. In
the event expenses are paid out of the Trust Fund, any expenses that the Plan
Administrator determines to be attributable to a particular Investment Fund
shall be charged to such Fund. All or any portion of the expenses incurred in
the administration of an individual Participants' Account or specifically
related to a Participant may, in the discretion of the Plan Administrator, be
charged to such Participant or such Participant's interest in the Plan.
Article 10
Limitations of Benefits and
---------------------------
Contributions Under Qualified Plans
-----------------------------------
The rules under section 415 of the Code and any Treasury regulations promulgated
thereunder are hereby incorporated by reference, provided that if a Participant
participates in both a defined benefit plan and a defined contribution plan of
an Employer and the sum of the defined benefit plan fraction and the defined
contribution plan fraction with respect to such Participant exceeds the
limitation set forth in section 415(e) of the Code, the benefits and/or
contributions shall first be discontinued, reduced or returned under defined
<PAGE>
benefit plans, then under defined contribution plans other than this Plan, and
then, to the extent necessary, under this Plan for such Plan Year until such sum
does not exceed the limitation set forth in section 415(e) of the Code.
For purposes of this Article 10, "Compensation" for any period means an
individual's compensation as determined under section 415 of the Code and the
Treasury regulations promulgated thereunder. For purposes of applying the rules
of Section 415 of the Code, the "limitation year" is the calendar year.
Article 11
Management and Administration
-----------------------------
11.1 Generally. The following persons and groups of persons
---------
shall severally have the authority to control and manage the operation and
administration of the Plan as herein delineated and shall each be a named
fiduciary with respect to the Plan within the meaning of section 402(a) of
ERISA: (a) the Board of Directors, (b) the Committee and (c) the Plan
Administrator and each person on the committee serving as the Plan
Administrator. Each named fiduciary shall be responsible for discharging only
the duties assigned to it by the terms of the Plan and the trust agreement or
agreements described in Article 9.
11.1.1 Board of Directors. The Board of Directors shall be
-------------------
responsible only for designating those persons who will serve on the Committee.
11.1.2 Committee. The Committee shall be responsible for the
---------
appointment, retention and removal of the trustees which hold the assets of the
Trust Fund, and the trustees or Investment Managers which direct or manage the
investment, acquisition and disposition of the assets of the Trust Fund or of
any Investment Fund. The Committee shall be responsible for the establishment of
investment policy and guidelines under ERISA; however, the Committee, in its
sole discretion, may delegate all or part of such responsibility to trustees and
Investment Managers. The Committee shall review the performance of the Plan
Administrator and the trustees, Investment Managers and others appointed by it
at least annually.
The Committee may, pursuant to a duly adopted resolution,
delegate to the Plan Administrator, and/or to any other officer or employee of
the Company or Lexmark, authority to carry out any decision, delegation,
directive or resolution of the Committee.
11.1.3 Plan Administrator. The Board of Directors shall
-------------------
appoint one or more persons employed by the Company or Lexmark as it deems
appropriate, to serve as Plan Administrator or as a committee to fulfill the
function of Plan Administrator. If appointed as a committee, any one of the
members of the committee may act individually on the committee's behalf to
fulfill the committee's obligations as Plan Administrator. The Plan
Administrator shall have the authority in its sole, absolute and uncontrolled
discretion to promulgate and enforce such rules and regulations as it shall deem
necessary or appropriate for the administration of the Plan or to incorporate
<PAGE>
changes required by law or that it deems advisable; interpret the Plan and
resolve any possible ambiguities, inconsistencies and omissions; and determine
the amount, timing, and recipients of benefits payable under the Plan. All such
determinations shall be conclusive and binding on all persons and in accordance
with the requirements of ERISA and the Code. The Plan Administrator shall report
to the Committee at least annually on its activities.
11.1.4 Designation of Persons to Carry Out Responsibilities of
-------------------------------------------------------
Named Fiduciaries. The Committee and/or the Plan Administrator may engage the
- ------------------
services of accountants, attorneys, actuaries, investment consultants and such
other professional personnel as they deem necessary or advisable to assist them
in fulfilling their responsibilities under the Plan. The expenses of such
services may be paid by the Company out of its operating funds or, at the
discretion of the Committee, which discretion may be delegated, will be paid out
of the assets or income of the Trust Fund in accordance with Article 9. The
Committee, the Plan Administrator, all other fiduciaries with respect to the
Plan, and their delegates and assistants will be entitled to act on the basis of
all tables, valuations, certificates, opinions and reports furnished by such
professional personnel.
Any person or group of persons may serve in more than one
fiduciary capacity with respect to the Plan.
11.2 Claims Procedure. The person delegated by the
-----------------
Plan Administrator shall be responsible for advising Participants and
Beneficiaries of their benefits under the Plan. In the event a Participant or
Beneficiary believes he or she is entitled to benefits and has not received
them, the Participant or Beneficiary must submit a written claim to the person
delegated by the Plan Administrator. Within 90 days after receipt of such
claim, if the Benefits Administration Department denies the claim, it will
provide a written explanation to the Participant or Beneficiary of the reasons
for the denial of the claim, a specific reference to the pertinent Plan
provisions on which the denial is based, any additional material which is
necessary to perfect the claim (and an explanation of why such material is
necessary) and a statement that within 60 days after receipt of such written
explanation, the Participant or Beneficiary may request, in writing, that the
Plan Administrator review the claim. When so requested, the Plan Administrator
shall conduct a full and fair review of the claim. As part of the review, the
Participant or Beneficiary will be allowed to review pertinent documents and
submit written comments. A written decision setting forth its conclusions will
be furnished by the Plan Administrator to the Participant or Beneficiary within
60 days after the request for review is received. The Plan Administrator is
authorized to construe and interpret the Plan, and its decision shall be final
and conclusive on any person claiming benefits under the Plan.
Article 12
Amendment and Termination; Plan Mergers
---------------------------------------
12.1 Authority to Amend or Terminate. The Company hopes and
--------------------------------
expects to continue the Plan indefinitely but reserves the right to terminate,
or to modify, alter or amend the Plan or the Trust Agreement (as defined in
<PAGE>
Section 9.1) or to discontinue the payment of contributions from time to time to
any extent that it may, at its sole, absolute and uncontrolled discretion, deem
advisable including, but without limiting the generality of the foregoing, any
amendment deemed necessary or desirable to qualify or to ensure the continued
qualification of the Plan under the Code. The foregoing rights shall be
exercised by action of the Committee or by the Plan Administrator in accordance
with the limitations set forth in Section 11.1.3. The Committee shall exercise
its discretion in a manner such that benefits or rights available to
Participants as a result of Plan amendment or termination do not discriminate in
favor of Highly Compensated Employees. Upon termination of the Plan, each
Participant or Beneficiary receiving or entitled to receive payments under
Article 7 shall receive the balance of his or her Account at such time and in
such manner as the Committee shall determine in its discretion. No such
amendment shall increase the duties or responsibilities of the Trustee without
its consent thereto in writing. No such amendment shall have the effect of
diverting the whole or any part of the principal or income of the Trust Fund to
purposes other than for the exclusive benefit of Participants and others having
an interest in the Plan, prior to the satisfaction of all liabilities with
respect to them.
12.2 Full Vesting on Termination. Upon either full or partial
---------------------------
termination of the Plan, or upon complete discontinuance of contributions to the
Plan, an affected Participant's interest under the Plan is nonforfeitable,
irrespective of the vesting percentage which otherwise would apply under the
Plan.
12.3 Maintenance of Benefit on Plan Merger. To the extent that
-------------------------------------
section 208 of ERISA and section 414(1) of the Code are applicable, and in
accordance with such sections, in the case of any merger or consolidation of the
Plan with any other plan, or transfer of assets or liabilities of the Plan to
any other plan, such merger, consolidation or transfer shall not be effected
unless each Participant would receive a benefit, immediately after the merger,
consolidation or transfer, if the transferee plan then terminated, which is
equal to or greater than the benefit that the Participant would have been
entitled to receive immediately before the merger, consolidation or transfer if
the Plan had then terminated, or alternatively, unless such other requirements
that may be imposed by the regulations under section 414(1) of the Code are
satisfied. Where a transfer of employees has occurred in the circumstances
identified in Section 7.8, the Plan Administrator may authorize the transfer of
assets and liabilities, as specified therein.
Article 13
General Provisions
------------------
13.1 Inalienability of Benefits. No benefits payable under the
--------------------------
Plan shall be subject to alienation, sale, transfer, assignment, pledge,
attachment, garnishment, lien, levy or like encumbrance or shall in any manner
be liable for or subject to the debts or liabilities of any person entitled to
benefits under the Plan. The preceding sentences shall not apply to the
creation, assignment, or recognition of a right to any benefit payable with
respect to a QDRO. The Plan Administrator shall develop a procedure to determine
the status of a domestic relations order as a QDRO and to administer Plan
<PAGE>
distributions in accordance with qualified domestic relations orders.
13.2 Distributions to Minors and Incompetents. In the event
-----------------------------------------
the Plan Administrator determines that any Participant or Beneficiary receiving
or entitled to receive benefits under the Plan is incompetent to care for his
affairs, and in the absence of the appointment of a legal guardian of the
property of the incompetent, benefit payments due under the Plan (unless prior
claim thereto has been made by a duly qualified guardian, committee or other
legal representative) may be made to the Spouse, parent, brother, sister, child
or other person, including a hospital or other institution, deemed by the Plan
Administrator to have incurred or to be liable for expenses on behalf of such
incompetent. In the absence of the appointment of a legal guardian of the
property of a minor, any minor's share of benefits payable under the Plan may be
paid to such adult or adults as in the opinion of the Plan Administrator have
assumed the custody and principal support of such minor.
The Plan Administrator, however, in its sole discretion, may
require that a legal guardian for the property of any such incompetent or minor
be appointed before authorizing the payment of benefits in such situation.
Benefit payments made under the Plan in accordance with determinations of the
Plan Administrator pursuant to this Section 13.2 shall be a complete discharge
of any obligation arising under the Plan with respect to such benefit payments.
13.3 No Guarantee. Neither the Company or any Employer, the
------------
Committee, the Plan Administrator nor the Trustee guarantees the Trust Fund or
any Investment Fund in any manner against loss or depreciation.
13.4 Reinstatement of Benefit. If at the time a benefit is
--------------------------
payable under the Plan the Participant or Beneficiary cannot be located, such
benefit will be forfeited; provided that it shall be reinstated if a written
claim is made by the Participant or Beneficiary.
13.5 Limitation of Rights and Benefits. Nothing appearing in
---------------------------------
or done pursuant to the Plan shall be held or construed to create a contract of
employment with any Employer, to obligate any Employer to continue the services
of any Employee, or to affect or modify any Employee's terms of employment in
any way; or to give any person any legal or equitable right or interest in the
Trust Fund or any part thereof or distribution therefrom, or against any
Employer except as expressly provided herein.
13.6 Plan for Exclusive Benefit of Employees. Notwithstanding
---------------------------------------
any other provisions to the contrary, no part of the Trust Fund shall revert
to the Company except as provided in Section 4.3, and no part of the Trust
Fund, other than such part as is required to pay taxes, if any, or
administrative expenses chargeable against the Trust Fund, shall be used for
any purpose other than the exclusive benefit of Participants and their
Beneficiaries, pursuant to the provisions of the Plan.
<PAGE>
Article 14
Top-Heavy Requirements
----------------------
14.1 Application of Top-Heavy Provisions. This Article 14
--------------------------------------
shall apply only if the Plan becomes Top-Heavy. A plan shall be deemed to be
"Top-Heavy" if and only if it is included in a Top-Heavy Group; provided that if
such Top-Heavy Group is a Permissive Aggregation Group and the Plan is not
included in the Required Aggregation Group, the Plan shall not be deemed to be
Top-Heavy. Solely for the purpose of determining if the Plan, or any other plan
included within a required aggregation group of which this Plan is a part, is
top-heavy (within the meaning of section 416(g) of the Code) the accrued benefit
of an employee other than a key employee (within the meaning of section
416(i)(1) of the Code) shall be determined under (a) the method, if any, that
uniformly applies for accrual purposes under all plans maintained by the
Affiliates, or (b) if there is no such method, as if the benefit accrued not
more rapidly than the slowest accrual rate permitted under the fractional
accrual rule of section 411(b)(1)(C) of the Code.
14.2 Determination Date. If the Plan is Top-Heavy as of any
-------------------
Determination Date, the provisions of Sections 14.4 through 14.6 shall become
effective as of the first day of the Plan Year next following that Determination
Date and shall continue in effect until (and including) the first subsequent
Determination Date as of which the Plan no longer is Top-Heavy.
14.3 Definitions. For purposes of this Article 14, the
-----------
following definitions shall apply, and shall be interpreted in accordance with
the provisions of section 416 of the Code and the regulations promulgated
thereunder:
"Compensation" means compensation as defined in Treasury
regulation Section 1.415-2(d).
"Determination Date" means (1) the last day of the next
preceding plan year, or (2) in the case of the first plan year of any
plan, the last day of such first plan year.
"First Post-Top-Heavy Plan Year" means a Plan Year for which
the Plan is not Top-Heavy that immediately follows the most recent
Top-Heavy Year.
"Key Employee" means any Employee (or, for purposes of
Sections 14.1 and 14.2, any Beneficiary) who, at any time during the
plan year or any of the four next preceding plan years, meets the
criteria set forth in section 416(i) of the Code.
"Non-Key Employee" means any Employee (or, for purposes of
Sections 14.1 and 14.2, any Beneficiary) who is not a Key Employee.
"Permissive Aggregation Group" means a group of plans, if any,
maintained by the Company or any Affiliate which are not required to be
considered together for purposes of satisfying the requirements of
section 401(a)(4) and 410 of the Code, but which the Company may treat
<PAGE>
as one plan for purposes of Section 14.1. No plan aggregated with
another plan or plans at the election of the Employer shall be deemed a
Top-Heavy Plan solely by virtue of such election.
"Required Aggregation Group" means (1) each qualified plan of
the company or any affiliate in which at least one key employee
participates or participated at any time during the determination
period (regardless of whether the plan has terminated), and (2) any
other qualified plan of the Company or any affiliate which enables a
plan described in (1) to meet the requirements of Sections 401(a)(4) or
410 of the Code.
"Top-Heavy" means that the plan is deemed to be Top-Heavy in
accordance with Section 14.1.
"Top-Heavy Group" means a Required Aggregation Group or a
Permissive Aggregation Group for which the Top-Heavy Ratio exceeds 60
percent.
"Top-Heavy Ratio" for any required or permissive aggregation
group as appropriate is a fraction, the numerator of which is the sum
of account balances under the aggregated defined contribution plan or
plans for all Key Employees and the present value of accrued benefits
under the aggregated defined contribution plan or plans for all Key
Employees as of the Determination Date, and the denominator of which is
the sum of the account balances under the aggregated defined
contribution plan or plans for all Participants, and the present value
of accrued benefits under the defined benefit plan or plans for all
Participants as of the Determination Date, all determined in accordance
with Section 416 of the Code and the regulations thereunder. The
accrued benefits under a defined benefit plan in both the numerator and
denominator of the Top-Heavy Ratio are increased for any distribution
of an accrued benefit made in the five-year period ending on the
Determination Date.
The value of account balances and the present value of accrued
benefits will be determined as of the most recent Valuation Date that
falls within or ends with the 12-month period ending on the
Determination Date, except as provided in Section 416 of the Code and
the regulations thereunder for the first and second plan years of a
defined benefit plan. The value of account balances and the present
value of accrued benefits of a Participant (1) who is not a Key
Employee but who was a Key Employee in a prior year, or (2) who has not
been credited with at least one Hour of Service with any Employer
maintaining the Plan at any time during the 5-year period ending on the
Determination Date will be disregarded. The calculation of the
Top-Heavy Ratio, and the extent to which distributions, rollovers, and
transfers are taken into account will be made in accordance with
Section 416 of the Code and the regulations thereunder. Deductible
Employee contributions will not be taken into account for purposes of
computing the Top-Heavy Ratio. When aggregating plans the value of
account balances and accrued benefits will be calculated with reference
to the Determination Dates that fall within the same calendar year.
The accrued benefit of a Participant other than a Key Employee shall be
determined under (a) the method, if any, that uniformly applies for
<PAGE>
accrual purposes under all defined benefit plans maintained by the
Employer, or (b) if there is no such method, as if such benefit accrued
not more rapidly than the slowest accrual rate permitted under the
fractional rule of Section 411(b)(1)(C) of the Code.
"Top-Heavy Year" means a Plan Year for which the Plan is
deemed to be Top-Heavy.
"Valuation Date" elected by the Employer in Section 2.1 of the
Plan as of which account balances are valued for purposes of
calculating the Top-Heavy Ratio.
Unless otherwise specified herein, other terms used in this
Article 14 have the respective meanings ascribed thereto by the other provisions
of the Plan. References in this Article 14 to provisions "hereof" refer to
provisions of this Article 14.
14.4 Minimum Contribution Requirements. For each
---------------------------------
Top-Heavy Year:
(a) As of a date not later than the last day of the Top-Heavy
Year, the relevant Employer shall make, under the Plan, for each
Participant described in Section 14.4(b) hereof, (i) the Matching
Contributions it otherwise would have made under the Plan for such Plan
Year, or, if greater, (ii) contributions for such Plan Year that, when
added to the contributions made by all Employers for such Participant
(any forfeitures allocated to the accounts of such Participant) for
such Top-Heavy Year under all other defined contribution plans of all
Employers, aggregate not less than the lesser of
(A) three percent (3%) of Compensation, or
(B) the highest percentage of Compensation at which
employer contributions plus forfeitures are allocated (or
required to be allocated) for the Plan Year for any Key
Employee; provided that the provisions of this clause (B)
shall not apply if the Plan is in the Required Aggregation
Group and enables a defined benefit plan in the Required
Aggregation Group to meet the requirements of section
401(a)(4) or 410 of the Code. For purposes of this clause (B),
all defined contribution plans in the Required Aggregation
Group shall be treated as one plan.
Any contribution made under the Plan pursuant to this Section
14.4(a) shall be credited to the Participant's Matching
Contribution Account.
(b) The contributions required by Section 14.4 hereof shall be
made for the entire Plan Year for each Participant including any
Participant who severed from service before the last day of the Plan
Year referred to in Section 14.4(a) hereof except to the extent that
such Participant is covered by the Top-Heavy provision of the Lexmark
Retirement Plan.
(c) The Plan shall meet the requirements of Section 14.4(a)
hereof without taking into account Compensation Deferrals or other
<PAGE>
contributions attributable to a salary reduction or similar arrangement
or, in accordance with section 416(e) of the Code, contributions or
benefits under chapter 21 of the Code (relating to the Federal
Insurance Contributions Act), Title II of the Social Security Act, or
any other Federal or state law.
(d) If any Participant described in paragraph 3(b) hereof also
is a participant in a defined benefit plan of any Employer that is
Top-Heavy, then the requirements of Section 14.4(a) hereof shall not
apply with respect to such Participant.
(e) Notwithstanding anything herein to the contrary, no
Employer shall make contributions to the Plan that exceed the current
or accumulated profits of the Employer at the time of such
contribution.
14.5 Modification of Limitations Imposed by Article 10.
-------------------------------------------------
(a) Subject to the provisions hereof, for each Top-Heavy
Year, the provisions of section 415 of the Code shall be applied by substituting
"1.0" for "1.25" therein.
(b) If the application of the provisions of Section 14.6(a)
hereof would cause any Participant to exceed the limitation imposed under
section 415 of the Code, the application of the provisions of Section 14.6(a)
hereof shall be suspended with respect to such Participant until he no longer
exceeds such limitation as modified by the application of the provisions of
Section 14.6(a) hereof; provided that during the period of such suspension,
there shall be, in accordance with section 416(h)(3) of the Code and the
Treasury regulations promulgated thereunder, no employer contributions,
forfeitures or voluntary nondeductible contributions allocated to such
Participant's accounts under the Plan or any other defined contribution plan of
any Employer and no accruals for such Participant under any defined benefit plan
of any Employer.
14.6 Termination of Top-Heavy Status. If, for any Plan Year
--------------------------------
after a Top-Heavy Year, the Plan no longer is Top-Heavy, the provisions of
Section 14.4 through 14.6 hereof shall not apply with respect to such Plan Year;
provided that (i) the accrued benefit of any Participant shall not be reduced on
account of the operation of this Section 14.7, and (ii) each Participant shall
remain fully vested in any portion of his Accounts in which the Participant was
fully vested before the Plan ceased to be Top-Heavy.
14.7 Vesting Requirement. Effective as of the first day of any
-------------------
Top-Heavy Year, a Participant who has completed two years of Continuous Service,
and who is an Employee at any time in such Top-Heavy Year, shall vest under the
following schedule:
20% vesting after 2 years of service
40% vesting after 3 years of service
60% vesting after 4 years of service
100% vesting after 5 years of service
However, in the event the vesting schedule should be changed by operation of
this Section 14.7, each Participant with at least 3 years of Continuous Service
<PAGE>
may elect to have his nonforfeitable percentage computed under the Plan without
regard to such change. The period during which the election may be made shall
commence with the date the change is adopted or deemed to be made and shall end
on the latest of:
(1) 60 days after the change is adopted;
(2) 60 days after the change becomes effective; or
(3) 60 days after the Participant is issued written
notice of the change by the employer or Plan Administrator.
A Participant's vested benefits as a result of this election shall not be
reduced as a result of the Plan no longer being Top-Heavy.
14.8 Intent of Article 14. This Article 14 is intended to
---------------------
satisfy the requirements imposed by section 416 of the Code and shall be
construed n a manner that will effectuate this intent.
14.9 Discontinuation of this Article. In the event that it
---------------------------------
shall be determined by the Commissioner of the Internal Revenue Service that the
provisions of this Article are no longer necessary to qualify the Plan under the
Code, this Article 14 shall thereupon be void without the necessity of further
amendment of the Plan.
IN WITNESS WHEREOF, Lexmark International Group, Inc. has
caused its duly authorized officer to execute the Plan as of the 13th day of
February, 1998.
LEXINGTON INTERNATIONAL GROUP, INC.
By: /s/ Kathleen J. Affeldt
----------------------------
Title: Vice President, Human Resources
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 11, 1999 relating to the
consolidated financial statements, which appears in the 1998 Annual Report of
Lexmark International Group, Inc., which is incorporated by reference in Lexmark
International Group, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1998. We also consent to the incorporation by reference of our
report dated February 11, 1999 relating to the financial statement schedule,
which appears in such Annual Report on Form 10-K.
We also consent to the incorporation by reference in this Registration Statement
of our report dated May 28, 1999 relating to the financial statements, which
appears in the Annual Report of the Lexmark Savings Plan on Form 11-K for the
year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Lexington, Kentucky
September 27, 1999
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
of Lexmark International Group, Inc., a Delaware corporation ("Lexmark"), does
hereby make, constitute and appoint Paul J. Curlander, Gary E. Morin and Vincent
J. Cole, the address of each of which is in care of Lexmark, One Lexmark Centre
Drive, Lexington, Kentucky 40550, and each of them, the true and lawful attorney
for the undersigned, with full power of substitution and revocation to each for
the undersigned, and in the name, place and stead of the undersigned, to sign in
any and all capacities and to file or cause to be filed, a Registration
Statement on Form S-8 registering shares of Lexmark's Class A Common Stock, par
value $.01, in connection with the Lexmark Savings Plan, with the Securities and
Exchange Commission (the "Commission"), pursuant to the Securities Act of 1933,
as amended, and any and all amendments to such Form S-8, as well as such other
instruments that may be necessary or desirable to enable Lexmark to comply with
any rules, regulations or requirements of the Commission and the securities or
Blue Sky laws of any state or other governmental subdivision, hereby giving to
each of such attorneys full power to do everything whatsoever required or
necessary to be accomplished in and about the premises as fully as the
undersigned could do if personally present, hereby ratifying and confirming all
that such attorneys or substitutes or any of them shall lawfully do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned have set their hands this 24th day
of September, 1999.
/s/ B. Charles Ames /s/ Frank T. Cary
- ------------------------ ------------------------
B. Charles Ames Frank T. Cary
/s/ William R. Fields
- ------------------------ ------------------------
William R. Fields Ralph E. Gomory
/s/ Stephen R. Hardis /s/ James F. Hardymon
- ------------------------ ------------------------
Stephen R. Hardis James F. Hardymon
/s/ Robert Holland, Jr. /s/ Marvin L. Mann
- ------------------------ ------------------------
Robert Holland, Jr. Marvin L. Mann
/s/ Martin D. Walker
- ------------------------ ------------------------
Michael J. Maples Martin D. Walker
