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                                                                   Exhibit 10.13

                       PITNEY BOWES OFFICE SYSTEMS, INC.

                         KEY EMPLOYEES' INCENTIVE PLAN

                         Effective as of ______, 2001


           1. Purpose of the Plan. The Pitney Bowes Office Systems, Inc. Key
Employees Incentive Plan (the "Plan") is designed to provide additional
incentives for key employees of Pitney Bowes Office Systems, Inc. (the
"Company") and its subsidiaries and affiliates by the making awards of
performance-based incentive compensation. Such awards will be designed to retain
or attract, and to provide additional incentive to, key employees, having regard
for their individual potential, location, contributions to the Company and other
appropriate considerations.

           2. Administration of the Plan.

                  (a) The Committee. The Plan shall be administered by a
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         committee (the "Committee") which shall consist of members of the Board
         of Directors of the Company (the "Board"), each of who qualifies as a
         "disinterested person" within the meaning of Rule 16b-3 ("Rule 16b-3")
         promulgated by the Securities and Exchange Commission under the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
         an "outside director" within the meaning of Section 162(m) of the
         Internal Revenue Code of 1986, as amended (the "Code") (directors
         meeting both such requirements being hereinafter referred to as
         "Qualified Directors"), which Committee shall be composed of not less
         than the minimum number of Qualified Directors from time to time
         required by Rule 16b-3 or Section 162(m). The Committee shall have full
         authority to establish rules for the administration of the Plan and to
         make administrative decisions regarding the Plan or awards hereunder.
         The Committee may delegate its functions hereunder to the extent
         consistent with applicable law.

                  (b) Determination Binding. Unless otherwise expressly provided
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         in the Plan, all designations, determinations, interpretations, and
         other decisions under or with respect to the Plan, any award, or any
         award agreement or certificate shall be with and in the sole discretion
         of the Committee, may be made at any time, and shall be final,
         conclusive, and binding upon all persons, including the Company, any
         affiliate, any participant, any holder or beneficiary of any award, and
         any employee of the Company or of any affiliate.

           3.   Awards.

                  (a) Determination of Participation and Award Amounts. The
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         Committee will determine participants in the Plan and the terms and
         amounts of each participant's minimum, target and maximum award
         opportunities hereunder.

                  (b) Award Types. Awards may be in the form of Annual
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         Incentives or cash incentive units ("CIUs"), each as defined below, or
         any combination of them as may, in the judgment of the Committee be
         best calculated to further the purposes of the Plan.

                           (i)  Annual Incentives shall be awards in the form
                  of annual cash payments of specified percentages of base
                  salary, which are paid based upon the achievement of
                  pre-established annual corporate, unit and/or individual
                  performance objectives.

                          (ii)  CIUs represent a right to receive cash, the
                  receipt and amount of which are entirely contingent upon the
                  extent to which specified performance criteria are achieved
                  during a related two year period.

                  (c) Earning Awards. Awards shall be paid hereunder to the
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         extent the Company and participant achieve Performance Goals as
         specified by the Committee consistent with Section 9(c). Each
         participant's award opportunity shall be computed based upon a
         percentage of such participant's annual base salary and shall be
         denominated in cash in a proportion as determined by the Committee.
         Each award agreement will identify the minimum, target and maximum
         levels of performance required for payment of the related award.

                  (d) Award Period. The Committee shall fix the period during
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         which performance is to be measured and the time at which the value of
         the Annual Incentives or the CIUs are to be paid.
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           4.   Participants. Nothing in the Plan shall prevent a participant
from being included in any other employee benefit or stock option or purchase
plan of the Company or its affiliates, or from receiving any compensation
provided by them. Neither the Plan nor any action taken thereunder shall be
understood as giving any person any right to be retained in the employ of the
Company or any subsidiary or affiliate, nor shall any person (including
participants in a prior year) be entitled as of right to be selected as a
participant in the Plan any subsequent year.

           5.   Amendment/Termination of Plan. The Committee may amend,
suspend, or terminate the Plan in whole or in part at any time; provided,
however, that if in the judgment of the Committee such amendment or other action
would have a material effect on the Plan, such amendment or other action must be
taken by the Board. No amendment that would materially increase the cost of the
Plan shall be made effective unless approved by the shareholders of the Company;
provided, however, that this Plan may not be amended, suspended or terminated
from and after the date of a Change of Control (as hereinafter defined) or in
anticipation of a Change of Control so as to reduce or otherwise adversely
affect the benefits under outstanding awards to which participants in the Plan
would be entitled upon a Change of Control.

           6.   Change of Control.

                  (a) Awards. Except as the Committee may otherwise provide in
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         any award agreement, upon a Change of Control all awards hereunder
         shall be paid as soon as practicable following the Change in Control in
         an amount equal to the value of the target award for the relevant
         performance period in which the Change of Control occurs, multiplied by
         a fraction, the numerator of which is the number of months (including
         partial months) in the period beginning on the first day of the
         relevant performance period and ending on the date of the Change of
         Control, and the denominator of which is the number of months in such
         performance period.

                  (b) Change of Control. For purposes of this Plan, a "Change of
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         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 Exchange Act of beneficial
                  ownership (within the meaning of Rule 13d-3 promulgated under
                  the Exchange Act) of 20% or more of either the then
                  outstanding shares of common stock of the Company 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 percent 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 of the Company 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 ______, 2001, 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
                  ______, 2001 whose election, or nomination for election by the
                  Company's shareholders, 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 14a-11 of Regulation 14A promulgated under the
                  Exchange Act); or

                         (iii) There occurs either (x) the consummation of a
                  reorganization, merger or consolidation, in each case, with
                  respect to which 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, represent, either by remaining outstanding or
                  being converted into securities of the resulting corporation,
                  directly or indirectly, more than 50 percent of, respectively,
                  the then outstanding shares of common stock and the combined
                  voting power of

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                  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 (y) an approval by the shareholders of the
                  Company of a complete liquidation or dissolution of the
                  Company or of the sale or other disposition of all or
                  substantially all of the assets of the Company.

                  (c) Legal Fees. Any right to a payment as provided in this
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         Section 6(a) shall be a contract right of the executives as herein
         described, enforceable against the Company, its assigns and successors.
         Upon and following the occurrence of a Change of Control, any decision
         rendered pursuant to this Section 6 may be contested by any claimant,
         and the Company agrees to pay, to the full extent permitted by law, all
         legal fees and expenses which a claimant may reasonably incur as a
         result of any contest, provided the claimant substantially prevails in
         the outcome thereof.

           7.   Termination of Employment; Transfer Restrictions.

                  (a) Except as otherwise provided by the Committee, if a
         participant's employment with the Company terminates due to death,
         disability or retirement, the participant or his beneficiary, as the
         case may be, shall be paid as soon as practicable following the date of
         termination an amount equal to the value of the target award for the
         relevant performance period in which the termination occurs, multiplied
         by a fraction, the numerator of which is the number of months
         (including partial months) in the period beginning on the first day of
         the relevant performance period and ending with the date as of which
         the participant's employment with the Company so terminated, and the
         denominator of which is the is the number of months in such performance
         period.

                  (b) Except as otherwise provided by the Committee, if a
         participant's employment with the Company is terminated for any other
         reason, the participant's right to the payment of an award and all
         other rights under this Plan will be forfeited, and no amount will be
         paid or payable hereunder to or in respect of such participant.

                  (c) No award, and no right under any award shall be
         assignable, alienable, saleable, or transferable by a participant other
         than by will or by the laws of descent and distribution. Each award,
         and each right under any award, shall be issuable or payable only to
         the participant, or, if permissible under applicable law, to the
         participant's guardian or legal representative and any purported
         pledge, alienation, attachment, or encumbrance thereof shall be void
         and unenforceable against the Company or any affiliate.

           8.   Effectiveness. The Plan shall become effective on the date it is
initially approved by the sole stockholder of the Company (the "Effective
Date").

           9.   Criteria.

                  (a) Covered Employees. The provisions of this Section 9 shall
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         be applicable to awards under the Plan to "Covered Employees" if the
         Committee so provides at the time of grant (such awards being referred
         to as "Covered Awards"). For purposes of this Section 9, "Covered
         Employees" means participants in the Plan who are designated by the
         Committee prior to the grant of an award hereunder who are, or are
         expected to be at the time taxable income will be realized with respect
         to the award, "covered employees" within the meaning of Section 162(m)
         of the Code.

                  (b) Determinations. Covered Awards shall be made subject to
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         the achievement of one or more pre-established Performance Goals (as
         defined below), in accordance with procedures to be established by the
         Committee from time to time. Notwithstanding any provision of the Plan
         to the contrary, the Committee shall not have discretion to waive or
         amend such Performance Goals or to increase the amount payable pursuant
         to Covered Awards after the Performance Goals have been established;
         provided, however, that the Committee may, in its sole discretion,
         reduce the amount that would otherwise be payable with respect to any
         Covered Award, and provided, further, that the provisions of Section 6
         shall override any contrary provision of this Section 9.

                  (c) Performance Goals. "Performance Goals" under the Plan will
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         be one or more objective performance goals, established by the
         Committee at the time a grant is made, and based upon the attainment of
         targets for one or any combination of the following criteria; (i) net
         income; (ii) earnings before income taxes; (iii) earnings per share;
         (iv) return on shareholders' equity; (v) expense management; (vi)
         profitability of an identifiable business unit or product; (vii)
         revenue growth; (viii) earnings growth; (ix) shareholder return; (x)
         cash flow; (xi) return on assets; (xii) pretax operating income; (xiii)
         net economic profit (operating earnings minus a charge for capital);
         (xiv) customer satisfaction; (xv) provider satisfaction; (xvi) employee
         satisfaction; (xvii) quality of networks; or (xviii) strategic
         innovation. Performance Goals also

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         may consist of attainment of specified levels of Company performance,
         based upon one or more of the criteria described above relative to
         prior periods of the performance of other corporations. Performance
         Goals will be set by the Committee within any time period required to
         ensure deductibility under the Code.

                  (d) Written Certification; Maximum Annual Award. No payment
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         shall be made pursuant to a Covered Award unless and until the
         Committee shall have certified in writing that the applicable
         Performance Goals have been attained. The maximum amount payable
         pursuant to Covered Awards to a particular Covered Employee for any
         fiscal year of the Company shall be $5 million.

                  (e) Deferrals. The Committee may from time to time establish
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         procedures pursuant to which Covered Employees will be permitted or
         required to defer receipt of awards under the Plan.

                  (f) Composition of Committee. Notwithstanding any other
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         provision of the Plan, for all purposes involving Covered Awards, the
         Committee shall consist of at least two members of the Board, each of
         whom is an "outside director" within the meaning of Section 162(m).

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