Exhibit 4.2
NUMBER Class A Common Stock CUSIP 529771 10 7 SHARES
N par value $.01 see reverse for certain definitions
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Lexmark International, Inc.
Incorporated under the laws of the State of Delaware
THIS CERTIFIES THAT
IS THE OWNER OF
Fully paid and non-assessable shares of the Class A Common Stock of
Lexmark International, Inc.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized Attorney upon surrender of this Certificate properly
endorsed. This Certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar. Witness the seal of the Corporation and the
signatures of its duly authorized officers.
[SEAL] Dated: Countersigned and Registered:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Transfer Agent and Registrar
By
Authorized Signature
Secretary Chairman and Chief Executive Officer
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[Reverse Side]
Lexmark International, Inc.
This Corporation will furnish without charge to each stockholder who so
requests, a statement of the powers, designations, preferences and relative,
participating, option or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT -- Custodian
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(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
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of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list
For value received, hereby sell, assign and transfer unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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Please print or typewrite name and address including postal zip code of assignee
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shares
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of capital stock represented by the within Certificate and do hereby irrevocably
constitute and appoint
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Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.
<PAGE>
Dated: ---------------------------
------------------ Signature
In presence of: ----------------------------
Signature
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NOTICE: The signature(s)to this
assignment must correspond with the
name as written upon the face of the
Certificate, in every particular,
without alteration or enlargement, or
any change whatever.
This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in an Amended and Restated Rights Agreement between
Lexmark International, Inc., as successor to Lexmark International Group, Inc.,
and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agreement"), the terms
of which are hereby incorporated herein by reference and a copy of which is on
file at the principal executive offices of Lexmark International, Inc. Under
certain circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. Lexmark International, Inc. will mail to the holder of this
certificate a copy of the Rights Agreement as in effect on the date of mailing
without charge within five Business Days after receipt of a written request
therefor. Under certain circumstances set forth in the Rights Agreement, Rights
beneficially owned by an Acquiring Person may become null and void.
