LEXMARK INTERNATIONAL INC /KY/
EXHIBIT 10.16
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<TYPE>EX-10.16
<SEQUENCE>6
<FILENAME>l92467aex10-16.txt
<DESCRIPTION>EXHIBIT 10.16
<TEXT>
<PAGE>
                                                                   Exhibit 10.16

                                SECOND AMENDMENT
                                     TO THE
                              LEXMARK HOLDING, INC.
                      STOCK OPTION PLAN FOR SENIOR MANAGERS
                         (As amended September 13, 1995)

         This is the Second Amendment to the Lexmark Holding, Inc. Stock Option
Plan for Senior Managers (as amended September 13, 1995) (the "Plan;"
capitalized terms used herein and not defined have the meaning ascribed to such
terms in the Plan).

         WHEREAS, pursuant to Section 5.3 of the Plan, the Committee, in its
sole discretion, is authorized to adjust the number and class of Options, and
the number of shares of Common Stock available for issuance upon exercise of
such Options, granted under the Plan if it shall deem such an adjustment to be
necessary or appropriate to reflect, among other things, a stock dividend or
stock split of the Common Stock;

         WHEREAS, the Board has approved a two-for-one stock split of the Common
Stock to be effected in the form of a 100% stock dividend on June 10, 1999; and

         WHEREAS, Section 5.1 of the Plan currently provides that the maximum
number of Options and the maximum number of shares of Common Stock subject to
Options granted under the Plan may not exceed 3,210,030.

         NOW, THEREFORE, the Plan is hereby amended, effective as of June 10,
1999, as follows:

         1. Section 5.1 of the Plan is amended in its entirety to read as
follows:

              "5.1 NUMBER. Subject to the provisions of Sections 5.2 and 5.3,
the maximum number of Options (and the maximum number of shares of Common Stock
subject to Options) granted under the Plan may not exceed 6,420,060 (after
giving effect to the stock split of the Common Stock immediately prior to the
initial public offering and the stock split of the Common Stock effective June
10, 1999). The shares of Common Stock to be delivered upon the exercise of
Options granted under the Plan may consist, in whole or in part, of treasury
Common Stock or authorized but unissued Common Stock, not reserved for any other
purpose."

         In all other aspects, the Plan is hereby ratified and confirmed.

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