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 ("Group") and
Lexmark International, 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 Post-Effective
Amendment to Registration Statement on Form S-8 amending the registration of
shares of Group's Class A Common Stock, par value $.01, in connection with the
merger of Group with and into Lexmark, 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 Group and 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 29th day
of June, 2000.
/s/ B. Charles Ames /s/ Teresa Beck
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B. Charles Ames Teresa Beck
/s/ Frank T. Cary /s/ Paul J. Curlander
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Frank T. Cary Paul J. Curlander
/s/ William R. Fields /s/ Ralph E. Gomory
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William R. Fields Ralph E. Gomory
/s/ Stephen R. Hardis /s/ James F. Hardymon
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Stephen R. Hardis James F. Hardymon
/s/ Robert Holland, Jr. /s/ Marvin L. Mann
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Robert Holland, Jr. Marvin L. Mann
/s/ Michael J. Maples /s/ Martin D. Walker
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Michael J. Maples Martin D. Walker
