EX-4.1



 





FIRST SUPPLEMENTAL INDENTURE




     This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of October
23, 2007, by and among PITNEY BOWES INC., a Delaware corporation (the “Company”), THE BANK OF NEW
YORK, a bank organized under the laws of the State of New York, as successor Trustee (the
"Successor Trustee”) and CITIBANK, N.A., a national banking association, as resigning Trustee (the
"Resigning Trustee”).



RECITALS




     A. The Company and the Resigning Trustee are parties to that certain Indenture, dated as of
February 14, 2005 (the “Indenture”), relating to the issuance from time to time by the Company of
its unsecured debentures, notes or other evidences of indebtedness (the “Securities”).



     B. Section 6.08 of the Indenture provides that the Trustee may resign at any time with respect
to Securities of one or more Series by so notifying the Company and that the Company shall promptly
appoint a successor Trustee upon the resignation of such resigning Trustee.



     C. Pursuant to Section 6.08 of the Indenture, the Board of Directors of the Company has
adopted a resolution to appoint the Successor Trustee.



     D. Section 8.01 of the Indenture provides that the Company and the Trustee may from time to
time without the consent of any Holder enter an indenture supplemental to the Indenture to evidence
and provide for the acceptance of appointment under the Indenture of a successor Trustee with
respect to the Securities.



     E. The Resigning Trustee desires to resign as Trustee, Paying Agent and Security Registrar,
the Company desires to appoint the Successor Trustee as successor Trustee, Paying Agent and
Security Registrar, and the Successor Trustee desires to accept such appointments.



     F. All conditions and requirements of the Indenture necessary to make this First Supplemental
Indenture a valid, binding and legal instrument in accordance with its terms have been performed
and fulfilled by the parties hereto.



     NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained
herein, it is mutually agreed for the equal and ratable benefit of the Holders from time to time of
the Securities or of any Series thereof as follows.



ARTICLE I

RESIGNATION OF RESIGNING TRUSTEE




     SECTION 1.1 Resignation. Pursuant to Section 6.08 of the Indenture, the Resigning Trustee
hereby resigns as Trustee, Paying Agent and Security Registrar under the Indenture with respect to
all Series of Securities and the Successor Trustee hereby accepts its appointment as successor
Trustee, Paying Agent and Security Registrar, as set forth in more detail in Section 3.2 hereof,
such resignation and appointment to become effective as of the date hereof.



 









 





     SECTION 1.2 Delivery of Funds and Property. The Resigning Trustee shall promptly transfer all
of the funds and property held by it as Trustee to the Successor Trustee, subject to the lien
provided for in Section 6.07 of the Indenture.



ARTICLE II

ACCEPTANCE OF RESIGNATION AND APPOINTMENT




     SECTION 2.1 Acceptance of Resignation and Appointment. The Company hereby accepts and
confirms the resignation and removal of the Resigning Trustee as Trustee, Paying Agent and Security
Registrar with respect to all Series of Securities, such resignation and removal to become
effective as provided in Section 1.1 hereof. The Company hereby appoints the Successor Trustee as
successor Trustee, Paying Agent and Security Registrar under the Indenture with respect to all
Series of Securities to succeed to the Resigning Trustee, and hereby vests the Successor Trustee
with all the rights, powers and duties of the Trustee, Paying Agent and Security Registrar under
the Indenture.



ARTICLE III

ACCEPTANCE BY SUCCESSOR TRUSTEE




     SECTION 3.1 Qualification. The Successor Trustee hereby represents and warrants to the
Company that the Successor Trustee is qualified and eligible to act as Trustee pursuant to the
terms of the Indenture.



     SECTION 3.2 Acceptance of Appointment. The Successor Trustee hereby accepts its appointment
as Trustee, Paying Agent and Security Registrar under the Indenture with respect to all Series of
Securities and is hereby vested with all the rights, powers and duties of the Trustee, Paying Agent
and Security Registrar.



     SECTION 3.3 Notice to Securityholders. The Successor Trustee hereby agrees to mail a notice
of its succession to all Securityholders in accordance with Section 6.08 of the Indenture.



ARTICLE IV

MISCELLANEOUS




     SECTION 4.1 Definitions. Capitalized terms used but not defined in this First Supplemental
Indenture shall have the meanings ascribed thereto in the Indenture.



     SECTION 4.2 Confirmation of Indenture. The Indenture, as supplemented and amended by this
First Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture, this
First Supplemental Indenture and all indentures supplemental thereto shall be read, taken and
construed as one and the same instrument.



     SECTION 4.3 New York Law to Govern. This First Supplemental Indenture shall be deemed to be a
contract under the internal laws of the State of New York (other than principles of law that would
apply the law of another jurisdiction), and for all purposes shall be construed and enforced in
accordance with and governed by the laws of said State.



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     SECTION 4.4 Counterparts. This First Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall together constitute
but one and the same instrument.



[Signature Page Follows]



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     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed, as of the day and year first above written.



	 	 	 	 	 
	 	PITNEY BOWES INC.

 	 
	 	By:  	/s/ Bruce P. Nolop
 	 
	 	 	Bruce P. Nolop 	 
	 	 	Executive Vice President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Helen Shan
 	 
	 	 	Helen Shan 	 
	 	 	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK

 	 
	 	By:  	                                      /s/ Ming J. Ryan
 	 
	 	 	Name:  	Ming J. Ryan 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	CITIBANK, N.A.

 	 
	 	By:  	                                      /s/ Nancy Forte
 	 
	 	 	Name:  	Nancy Forte 	 
	 	 	Title:  	Assistant Vice President 	 
	 



[Signature Page to First Supplemental Indenture]