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                                                                   EXHIBIT 10.14

     PITNEY BOWES OFFICE SYSTEMS, INC. NON-EMPLOYEE DIRECTORS' STOCK PLAN

                            Effective as of ., 2001
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                       PITNEY BOWES OFFICE SYSTEMS, INC.

                      NON-EMPLOYEE DIRECTORS' STOCK PLAN

     1.   Purpose and Effective Date of Plan. This Plan shall be known as the
Pitney Bowes Office Systems, Inc. Non-Employee Directors' Stock Plan. The
purpose of the Plan is to enable Pitney Bowes Office Systems, Inc. (the
"Company") to attract and retain persons of outstanding qualifications to serve
as non-employee directors of the Company by paying such persons a portion of
their compensation in stock of the Company pursuant to the terms of the Plan.
The Plan became effective on C, 2001, the date the Plan was initially approved
by the sole stockholder of the Company (the "Effective Date") and may be amended
from time to time.

     2.   Stock Available for the Plan. An aggregate of C shares of Common
Stock, $.01 par value per share, of the Company ("Common Stock"), subject to
adjustment as provided in Section 10 below, shall be available for issuance
pursuant to the provisions of the Plan. Such shares shall be authorized and
unissued shares or shares that have been reacquired by the Company.

     3.   Eligibility for Participation in Plan. Persons who serve as directors
of the Company and who are not employees of the Company or its parent or
subsidiaries shall be considered "Eligible Directors" for purposes of the Plan.
It is intended that all Eligible Directors participate in the Plan.

     4.   Awards of Restricted Stock.

     (a)  Each Eligible Director then serving as a member of the Company's Board
of Directors (the "Board") shall receive an award of 2,000 restricted shares of
Common Stock, subject to adjustment as provided in Section 10 below, on the date
of his or her initial election to the Board. Thereafter, each Eligible Director
shall receive an annual award of 2000 restricted shares, subject to adjustment
as provided in Section 10 below, on the date of each annual stockholders'
meeting.

     5.   Transfer Restrictions, Removal of Restrictions and Terms and
Conditions.

     (a)  Prior to the Vesting Date (as defined in Section 5(c)) of each award,
the shares subject to such award shall not be subject to sale, transfer,
assignment pledge or hypothecation by the Eligible Director.

     (b)  Each Eligible Director shall have the right to receive all dividends
and other distributions made with respect to the shares registered in his or her
name and shall have the right to vote or execute proxies with respect to such
registered shares. The Company may elect to record the ownership of the shares
in book entry form or issue certificates representing the shares. The Company
may elect to have the Treasurer of the Company retain possession of the
certificates of restricted shares for the benefit of Eligible Directors, until
their delivery to the Eligible Director as set forth in Section 5(c).

     (c)  Effective as of each Vesting Date of each award, the restrictions set
forth in Section 5(a) with respect to such award shall lapse in its entirety.
For purposes of the Plan, each award shall vest in three equal annual
installments commencing on the first anniversary of the award date, subject to
each Eligible Director's continued service with the Company; provided, however,
all restrictions imposed under the Plan on such awards shall lapse upon the
occurrence of a "Change of Control" (as defined in Section 6 below).

     (d)  If, prior to a Vesting Date, the Eligible Director's service with the
Company is terminated for any reason, then effective as of the date of
termination, the unvested shares subject to awards shall be forfeited and
automatically transferred to and required by the Company at a cost to the
Company of $.01 par value per share, payable to the Eligible Director and
neither the Eligible Director nor any successors, heirs, assigns or personal
representatives of such Eligible Director shall thereafter have any further
rights or interest in such forfeited shares.

     (e)  Certificates and stock powers representing shares in respect of which
the Section 5(a) restrictions have lapsed (pursuant to Section 5(c)) shall be
delivered to the Eligible Director or, in the event of the Eligible Director's
death to the beneficiary designated by the Eligible Director, or if no
beneficiary has been designated, to the Eligible Director's surviving spouse or,
if the Eligible Director is not survived by a spouse, to the Eligible
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Director's estate, each case as soon as practicable following the Vesting Date.
Notwithstanding any other provision of this Plan, the issuance or delivery of
any shares may be postponed for such period as may be required to comply with
any applicable requirements of any national securities exchange or any
requirements under any other law or regulation applicable to the issuance or
delivery of such shares, and the Company shall not be obligated to issue or
deliver any such shares if the issuance or delivery thereof shall constitute a
violation of any provision of any law or of any regulation of any governmental
authority or any national securities exchange.

     (f)   Each award shall be evidenced by a written agreement, contract or
other instrument or document evidencing any award of shares under the Plan,
which may, but need not be executed or acknowledged by an Eligible Director
("Award Agreement").

     6.    Change of Control. For purposes of this Plan, a "Change of Control"
shall be deemed to have occurred if:

     (i)   there is an acquisition, in any one transaction or a series of
transactions, other than from the Company, by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934. as amended (the "Exchange Act")), of beneficial ownership (within
the meaning of Rule 13(d)(3) promulgated under the Exchange Act) of 20% or more
of either the then outstanding shares of Common Stock or the combined voting
power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors, but excluding, for this purpose, any
such acquisition by the Company or any of its subsidiaries, or any employee
benefit plan (or related trust) of the Company or its subsidiaries, or any
corporation with respect to which, following such acquisition, more than 50% of
the then outstanding shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by the individuals and entities who were the
beneficial owners, respectively, of the common stock and voting securities of
the Company immediately prior to such acquisition in substantially the same
proportion as their ownership, immediately prior to such acquisition, of the
then outstanding shares of Common Stock or the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors, as the case may be; or

     (ii)  individuals who, as of the Effective Date, constitute the Board (as
of such date, the "Incumbent Board") cease for any reason to constitute at least
a majority of the Board, provided that any individual becoming a director
subsequent to the Effective Date, whose election, or nomination, for election by
the Company's stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office is in connection
with an actual or threatened election contest relating to the election of the
directors of the Company (as such terms are used in Rule 14(a)(11) or Regulation
14A promulgated under the Exchange Act); or

     (iii) there occurs either (A) the consummation of a reorganization, merger
or consolidation, in each case, with respect to which the individuals and
entities who were the respective beneficial owners of the common stock and
voting securities of the Company immediately prior to such reorganization,
merger or consolidation do not, following such reorganization, merger or
consolidation, beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such reorganization, merger or consolidation, or (B) an approval
by the stockholders of the Company of a complete liquidation of dissolution of
the Company or of the sale or other disposition of all or substantially all of
the assets of the Company.

     7.    Administration of Plan. This Plan, shall be administered by the
Executive Compensation and Development Committee of the Board or any successor
committee having responsibility for the remuneration of the directors
(hereinafter referred to as the "Committee"). All decisions which are made by
the Committee with respect to interpretation of the terms of the Plan, or with
respect to any questions or disputes arising under this Plan, shall be final and
binding on the Company and on the Eligible Directors and their heirs or
beneficiaries.

     8.    Non-Transferability. Awards may not be assigned or transferred except
by will or the laws of descent and distribution.

     9.   Amendment or Termination of the Plan. The Company reserves the right
to amend, modify or terminate this Plan at any time by action of the Board,
provided that such action shall not, without his or her consent,

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adversely affect any Eligible Director's rights under the provisions of this
Plan with respect to awards that were made prior to such action. No amendment
may be made without stockholder approval if the Committee determines that such
approval is necessary to comply with any tax or regulatory requirement,
including any approval requirement that is a prerequisite for exemptive relief
from Section 16 of the Exchange Act, for which or with which the Committee
determines that it is desirable to comply.

     10.  Recapitalization. In the event of any change in the number or kind of
outstanding shares of Common Stock of the Company by reason of a
recapitalization merger, consolidation, dividend, combination of shares or any
other change in the corporate structure or shares of stock of the Company, the
Board of the Company will make appropriate adjustments in the number and/or kind
of shares available for delivery pursuant to the provisions of this Plan and/or
the number of shares to be awarded to each Eligible Director under Section 4 to
prevent enlargement or diminution of the benefits intended to be granted under
the Plan.

     11.  Term of the Plan. No award may be granted under the Plan after C,
2011. However, unless otherwise expressly provided in the Plan or in an
applicable Award Agreement any award therefore granted may extend beyond such
date, and the authority of the Committee hereunder to amend, alter, adjust,
suspend, discontinue, or terminate any such award, or to waive any conditions or
rights under any such award, and the authority of the Board to amend the Plan,
shall extend beyond such date.

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