EXHIBIT (iii)-(10)(h)


PITNEY BOWES INC.

DEFERRED INCENTIVE SAVINGS PLAN


AS AMENDED AND RESTATED

EFFECTIVE JANUARY 1, 2009


This
document constitute part of a prospectus covering securities

that have been registered under the Securities Act of 1933.


ADOPTED BY EMPLOYEE BENEFITS COMMITTEE DECEMBER 23, 2008


108







	
 

	
 

	
 


	
ARTICLE I

	
 


	
 

	
Establishment and Purpose

	
110


	
 

	
 

	
 


	
ARTICLE II 

	
 


	
 

	
Definitions

	
110


	
 

	
 

	
 


	
ARTICLE III

	
 


	
 

	
Eligibility and
 Participation

	
114


	
 

	
 

	
 


	
ARTICLE IV

	
 


	
 

	
Deferrals

	
115


	
 

	
 

	
 


	
ARTICLE V

	
 


	
 

	
Company Contributions

	
117


	
 

	
 

	
 


	
ARTICLE VI

	
 


	
 

	
Benefits

	
117


	
 

	
 

	
 


	
ARTICLE VII

	
 


	
 

	
Modifications to Payment
 Schedules

	
119


	
 

	
 

	
 


	
ARTICLE VIII

	
 


	
 

	
Valuation of Account
 Balances; Investments

	
119


	
 

	
 

	
 


	
ARTICLE IX

	
 


	
 

	
Administration

	
120


	
 

	
 

	
 


	
ARTICLE X

	
 


	
 

	
Amendment and Termination

	
122


	
 

	
 

	
 


	
ARTICLE XI

	
 


	
 

	
Informal Funding

	
122


	
 

	
 

	
 


	
ARTICLE XII

	
 


	
 

	
General Provisions

	
122





109






ARTICLE
I

Establishment and Purpose


Pitney Bowes Inc. (the
“Company”) hereby amends and restates the Pitney Bowes Inc. Deferred Incentive
Savings Plan (the “Plan”), effective January 1, 2009. This amendment and
restatement applies only to amounts deferred under the Plan on or after January
1, 2005, and to amounts deferred prior to January 1, 2005 that were not vested
as of December 31, 2004. From January 1, 2005 through December 31, 2008 the
Plan was administered in good faith compliance with the requirements of Code
Section 409A, the Treasury Regulations and official notices and pronouncements
thereunder. Amounts deferred under the Plan prior to January 1, 2005 that were
vested as of December 31, 2004 (the “Grandfathered Accounts”) shall be subject
to the provisions of the Plan as in effect on October 3, 2004, as the same
may be amended from time to time by the Company without material modification,
it being expressly intended that such Grandfathered Accounts are to remain
exempt from the requirements of Code Section 409A. The plan governing pre-2005
deferrals in the Grandfathered Account shall be renamed the Pitney Bowes
Inc. Deferred Incentive Savings Plan for Pre-2005 Deferrals
(“Grandfathered Plan”) and is attached for reference purposes as Appendix A.
However, Articles III (Administration), IX (Beneficiary Designation), X
(Amendment and Termination), and XI (Miscellaneous) of the Grandfathered Plan
shall be superceded and supplanted by the corresponding provisions in this
Plan.


The purpose of the Plan is
to attract and retain key employees by providing them with an opportunity to
defer receipt of a portion of their salary, bonus, and other specified
compensation. The Plan is not intended to meet the qualification requirements
of Code Section 401(a), but is intended to meet the requirements of Code
Section 409A, and shall be operated and interpreted consistent with that
intent. 


The Plan constitutes an
unsecured promise by a Participating Employer to pay benefits in the future.
Participants in the Plan shall have the status of general unsecured creditors
of the Company or the Adopting Employer, as applicable. Each Participating
Employer shall be solely responsible for payment of the benefits of its
employees and their beneficiaries. The Plan is unfunded for Federal tax
purposes and is intended to be an unfunded arrangement for eligible employees
who are part of a select group of management or highly compensated employees of
the Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA. Any amounts set aside to defray the liabilities assumed by the Company
or an Adopting Employer shall remain the general assets of the Company or the
Adopting Employer and shall remain subject to the claims of the Company’s or
the Adopting Employer’s creditors until such amounts are distributed to the
Participants.


ARTICLE
II

Definitions


	
 

	
 


	
2.1

	
Account. Account means a bookkeeping account
 maintained by the Committee to record the payment obligation of a
 Participating Employer to a Participant as determined under the terms of the
 Plan. The Committee may maintain an Account to record the total obligation to
 a Participant and component Accounts to reflect amounts payable at different
 times and in different forms. Reference to an Account means any such Account
 established by the Committee, as the context requires. Accounts are intended
 to constitute unfunded obligations within the meaning of Sections 201(2),
 301(a)(3) and 401(a)(1) of ERISA.


	
 

	
 


	
2.2

	
Account Balance. Account Balance means, with respect to any
 Account, the total payment obligation owed to a Participant from such Account
 as of the most recent Valuation Date.


	
 

	
 


	
2.3

	
Adopting Employer. Adopting Employer means an Affiliate who,
 with the consent of the Company, has adopted the Plan for the benefit of its
 eligible employees.


	
 

	
 


	
2.4

	
Affiliate. Affiliate means a corporation, trade or
 business that, together with the Company, is treated as a single employer
 under Code Section 414(b) or (c).


	
 

	
 


	
2.5

	
Beneficiary. Beneficiary means a natural person,
 estate, or trust designated by a Participant to receive payments to which a
 Beneficiary is entitled in accordance with provisions of the Plan. The
 Participant’s spouse, if living, otherwise the Participant’s estate, shall be
 the Beneficiary if: (i) the Participant has failed to properly designate a
 Beneficiary, or (ii) all designated Beneficiaries have predeceased the
 Participant.


	
 

	
 


	
 

	
A former spouse shall have
 no interest under the Plan, as Beneficiary or otherwise, unless the
 Participant designates such person as a Beneficiary after dissolution of the
 marriage, except to the extent provided under the terms of a domestic
 relations order as described in Code Section 414(p)(1)(B).


	
 

	
 


	
2.6

	
Business Day. A Business Day is each day on which the
 New York Stock Exchange is open for business.





110







	
 

	
 


	
2.7

	
Change of Control. Change of Control shall be deemed to have
 occurred if the definition for Change of Control under the Pitney Bowes
 Senior Executive Severance Policy has been met, as that definition is amended
 from time to time. 


	
 

	
 


	
 

	
At the time of the Plan
 Restatement, the definition of Change of Control under the Senior Executive
 Severance Policy is as follows:


	
 

	
 


	
 

	
“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 Pitney Bowes Inc.,
 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 Pitney Bowes Inc. entitled to vote generally
 in the election of directors, but excluding, for this purpose, any such
 acquisition by Pitney Bowes Inc. or any of its subsidiaries, or any employee
 benefit plan (or related trust) of Pitney Bowes Inc. 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 Pitney Bowes Inc. 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 Pitney
 Bowes Inc. entitled to vote generally in the election of directors, as the
 case may be; or


	
 

	
 


	
 

	
(ii) individuals
 who, as of the Restatement 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 Restatement Effective Date, whose election, or nomination
 for election by Pitney Bowes’ 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 Pitney Bowes Inc. (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,
 consolidation, or sale or other disposition of all or substantially all of
 the assets of the Company, 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 Pitney Bowes Inc. immediately prior to
 such reorganization, merger, consolidation or sale or other disposition do
 not, following such reorganization, merger, consolidation, or sale or other disposition
 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, consolidation, or sale or other disposition or (B) an
 approval by the shareholders of Pitney Bowes Inc. of a complete liquidation
 or dissolution of Pitney Bowes Inc. or of the sale or other disposition of
 all or substantially all of the assets of Pitney Bowes Inc.


	
 

	
 


	
 

	
The determination as to
 the occurrence of a Change of Control shall be based on objective facts and
 in accordance with the requirements of Code Section 409A.


	
 

	
 


	
2.8

	
Claimant. Claimant means a Participant or
 Beneficiary filing a claim under Article XII of this Plan.


	
 

	
 


	
2.9

	
Code. Code means the Internal Revenue Code of
 1986, as amended from time to time. 


	
 

	
 


	
2.10

	
Code Section 409A. Code Section 409A means section 409A of
 the Code, and regulations and other guidance issued by the Treasury
 Department and Internal Revenue Service thereunder. 


	
 

	
 


	
2.11

	
Committee. Committee means the Executive Committee
 and the other committees to which it has delegated authority. The Executive
 Committee has delegated to the Employee Benefits Committee and the Trust
 Investment Committee certain authority over the Company’s benefit plans,
 including this Plan, as described and enumerated in the respective charters
 of the Employee Benefits Committee and the Trust Investment Committee. The
 Employee Benefits Committee under its charter 





111







	
 

	
 


	
 

	
may further delegate its
 authority to administer and review claims made under the Company’s benefit
 plans, including this Plan, to an Appeals Committee (see Article XII) as it
 deems prudent and reasonable. The Executive Committee reserves the right
 under this Plan to review all claims and appeals made by executives in
 compensation Bands H and above.


	
 

	
 


	
2.12

	
Company. Company means Pitney Bowes, Inc, and its
 Affiliates.


	
 

	
 


	
2.13

	
Company Contribution. Company Contribution means a credit by a
 Participating Employer to a Participant’s Account(s) in accordance with the
 provisions of Article V of the Plan. Company Contributions are credited at
 the sole discretion of the Participating Employer and the fact that a Company
 Contribution is credited in one year shall not obligate the Participating
 Employer to continue to make such Company Contribution in subsequent years.
 Unless the context clearly indicates otherwise, a reference to Company
 Contribution shall include Earnings attributable to such contribution.


	
 

	
 


	
2.14

	
Company Stock. Company Stock means phantom shares of
 common stock issued by Pitney Bowes Inc.


	
 

	
 


	
2.15

	
Compensation. Compensation means a Participant’s base
 salary, bonus, cash incentive unit payment, sign-on bonus, retention pay,
 commission and such other cash or equity-based compensation (if any) approved
 by the Committee as Compensation that may be deferred under this Plan.
 Compensation shall not include any compensation that has been previously
 deferred under this Plan or any other arrangement subject to Code Section
 409A. The Committee, from time to time, may determine which compensation
 awards are eligible for deferral.


	
 

	
 


	
2.16

	
Compensation Deferral
 Agreement.
 Compensation Deferral Agreement means an agreement between a Participant and
 a Participating Employer that specifies (i) the amount of each component of
 Compensation that the Participant has elected to defer to the Plan in
 accordance with the provisions of Article IV, and (ii) the Payment Schedule
 applicable to one or more Accounts. In its sole discretion, the Committee may
 establish administrative rules from time to time regarding different deferral
 amounts for each component of Compensation, a minimum or maximum deferral
 amount for each such component or other rules deemed by the Committee to be
 necessary for the orderly and efficient administration of this Plan. A
 Compensation Deferral Agreement may also specify the investment allocation
 described in Section 8.4.


	
 

	
 


	
2.17

	
Death Benefit. Death Benefit means the benefit payable
 under the Plan to a Participant’s Beneficiary(ies) upon the Participant’s
 death as provided in Section 6.1 of the Plan.


	
 

	
 


	
2.18

	
Deferral. Deferral means a credit to a Participant’s
 Account(s) that records that portion of the Participant’s Compensation that
 the Participant has elected to defer to the Plan in accordance with the
 provisions of Article IV. Unless the context of the Plan clearly indicates
 otherwise, a reference to Deferrals includes Earnings attributable to such
 Deferrals.


	
 

	
 


	
 

	
Deferrals shall be
 calculated with respect to the gross cash Compensation payable to the
 Participant prior to any deductions or withholdings, but may be reduced by
 rules established by the Committee as necessary so that it does not exceed
 100% of the cash Compensation of the Participant remaining after deduction of
 all required income and employment taxes, 401(k) and other employee benefit
 deductions, and other deductions required by law. Changes to payroll
 withholdings that affect the amount of Compensation being deferred to the
 Plan shall be allowed only to the extent permissible under Code Section 409A.


	
 

	
 


	
2.19

	
Earnings. Earnings means an adjustment to the value
 of an Account in accordance with Article VIII.


	
 

	
 


	
2.20

	
Effective Date. Effective Date means January 1, 2009. 


	
 

	
 


	
2.21

	
Eligible Employee. Eligible Employee means: (i) a member of a
 “select group of management or highly compensated employees” of a
 Participating Employer within the meaning of Sections 201(2), 301(a)(3) and
 401(a)(1) of ERISA, as determined by the Committee from time to time in its
 sole discretion. 


	
 

	
 


	
2.22

	
Employee. Employee means a common-law employee of an
 Employer.


	
 

	
 


	
2.23

	
Employer. Employer means, with respect to Employees
 it employs, the Company and each Affiliate.


	
 

	
 


	
2.24

	
ERISA. ERISA means the Employee Retirement Income
 Security Act of 1974, as amended from time to time.


	
 

	
 


	
2.25

	
Executive Committee. Executive Committee means the Executive
 Compensation Committee of the Board of Directors of Pitney Bowes Inc.





112







	
 

	
 


	
2.26

	
Fiscal Year Compensation. Fiscal Year Compensation means
 Compensation earned during one or more consecutive fiscal years of a
 Participating Employer, all of which is paid after the last day of such
 fiscal year or years.


	
 

	
 


	
2.27

	
Grandfathered Account. Grandfathered Account means amounts
 deferred under the Grandfathered Plan prior to January 1, 2005 that were
 vested as of December 31, 2004.


	
 

	
 


	
2.28

	
Participant. Participant means an Eligible Employee who
 has received notification of his or her eligibility to defer Compensation
 under the Plan under Section 3.1 and any other person with an Account Balance
 greater than zero, regardless of whether such individual continues to be an
 Eligible Employee. A Participant’s continued participation in the Plan shall
 be governed by Section 3.2 of the Plan.


	
 

	
 


	
2.29

	
Participating Employer. Participating Employer means the Company
 and each Adopting Employer.


	
 

	
 


	
2.30

	
Payment Schedule. Payment Schedule means the date as of
 which payment of an Account under the Plan will commence and the form in
 which payment of such Account will be made.


	
 

	
 


	
2.31

	
Performance-Based
 Compensation.
 Performance-Based Compensation means Compensation where the amount of, or entitlement
 to, the Compensation is contingent on the satisfaction of pre-established
 organizational or individual performance criteria relating to a performance
 period of at least twelve consecutive months. Organizational or individual
 performance criteria are considered pre-established if established in writing
 by not later than ninety (90) days after the commencement of the period of
 service to which the criteria relate, provided that the outcome is
 substantially uncertain at the time the criteria are established. The
 determination of whether Compensation qualifies as “Performance-Based
 Compensation” will be made in accordance with Treas. Reg. Section 1.409A-1(e)
 and subsequent guidance and as determined by the Committee from time to time.


	
 

	
 


	
2.32

	
Plan. Generally, the term Plan means the “Pitney
 Bowes Inc. Deferred Incentive Savings Plan” (sometimes referred to the DISP)
 as documented herein and as may be amended from time to time hereafter.
 However, to the extent permitted or required under Code Section 409A, the
 term Plan may in the appropriate context also mean a portion of the Plan that
 is treated as a single plan under Treas. Reg. Section 1.409A-1(c), or the
 Plan or portion of the Plan and any other nonqualified deferred compensation
 plan or portion thereof that is treated as a single plan under such section. 


	
 

	
 


	
2.33

	
Plan Year. Plan Year means January 1 through December
 31. 


	
 

	
 


	
2.34

	
Retirement. Retirement means a Participant’s
 Separation from Service after attainment of age 55. 


	
 

	
 


	
2.35

	
Retirement Benefit. Retirement Benefit means the benefit
 payable to a Participant under the Plan following the Retirement of the
 Participant.


	
 

	
 


	
2.36

	
Retirement/Termination
 Account.
 Retirement/Termination Account means an Account established by the Committee
 to record the amounts payable to a Participant that have not been allocated
 to a Specified Date Account. Unless the Participant has established a
 Specified Date Account, all Deferrals and Company Contributions shall be
 allocated to a Retirement/Termination Account on behalf of the Participant. 


	
 

	
 


	
2.37

	
Separation Benefit. Termination Benefit means the benefit
 payable to a Participant under the Plan following the Participant’s
 Separation from Service prior to Retirement.


	
 

	
 


	
2.38

	
Separation from Service. An Employee incurs a Separation from
 Service upon termination of employment with the Employer. Whether a
 Separation from Service has occurred shall be determined by the Committee in
 accordance with Code Section 409A.


	
 

	
 


	
 

	
Except in the case of an
 Employee on a bona fide leave of absence as provided below, an Employee is
 deemed to have incurred a Separation from Service if the Employer and the
 Employee reasonably anticipated that the level of services to be performed by
 the Employee after a date certain would be reduced to below 50% of the
 average services rendered by the Employee during the immediately preceding
 36-month period (or the total period of employment, if less than 36 months)
 disregarding periods during which the Employee was on a bona fide leave of
 absence.


	
 

	
 


	
 

	
An Employee who is absent
 from work due to military leave, sick leave, or other bona fide leave of
 absence shall incur a Separation from Service on the first date immediately
 following the later of (i) the six-month anniversary of the commencement of
 the leave or (ii) the expiration of the Employee’s right, if any, to
 reemployment under statute or contract.





113







	
 

	
 


	
 

	
For purposes of
 determining whether a Separation from Service has occurred, the Employer
 means the Employer as defined in Section 2.23 of the Plan, except that for
 purposes of determining whether another organization is an Affiliate of the
 Company, common ownership of at least 50% shall be determinative.


	
 

	
 


	
 

	
The Committee specifically
 reserves the right to determine whether a sale or other disposition of
 substantial assets to an unrelated party constitutes a Separation from
 Service with respect to a Participant providing services to the seller
 immediately prior to the transaction and providing services to the buyer
 after the transaction. Such determination shall be made in accordance with
 the requirements of Code Section 409A.


	
 

	
 


	
2.39

	
Specified Date Account. A Specified Date Account means an Account
 established pursuant to Section 4.3 that will be paid (or that will commence
 to be paid) at a future date as specified in the Participant’s Compensation
 Deferral Agreement. The Committee may limit the number of Specified Date
 Accounts. A Specified Date Account may be identified also as an “In-Service
 Account”.


	
 

	
 


	
2.40

	
Specified Date Benefit. Specified Date Benefit means the benefit
 payable to a Participant under the Plan in accordance with Section 6.1(c). 


	
 

	
 


	
2.41

	
Specified Employee. Specified Employee means an Employee who
 is a “Key Employee” under section
 409A of the Code as determined by the Committee in accordance with its
 procedures developed pursuant to section 409A of the Code and regulations
 promulgated thereunder.


	
 

	
 


	
2.42

	
Specified Employee
 Identification Date.
 Specified Employee Identification Date means December 31, unless the Employer
 has elected a different date through action that is legally binding with
 respect to all nonqualified deferred compensation plans maintained by the
 Employer.


	
 

	
 


	
2.43

	
Specified Employee
 Effective Date.
 Specified Employee Effective Date means the first day of the fourth month
 following the Specified Employee Identification Date, or such earlier date as
 is selected by the Committee.


	
 

	
 


	
2.44

	
Substantial Risk of
 Forfeiture.
 Substantial Risk of Forfeiture shall have the meaning specified in Treas.
 Reg. Section 1.409A-1(d).


	
 

	
 


	
2.45

	
Unforeseeable Emergency. An Unforeseeable Emergency means a severe
 financial hardship to the Participant resulting from an illness or accident
 of the Participant, the Participant’s spouse, the Participant’s dependent (as
 defined in Code section 152(a)), or a Beneficiary; loss of the Participant’s
 property due to casualty (including the need to rebuild a home following
 damage to a home not otherwise covered by insurance, for example, as a result
 of a natural disaster); or other similar extraordinary and unforeseeable
 circumstances arising as a result of events beyond the control of the
 Participant. The types of events which may qualify as an Unforeseeable
 Emergency may be limited by the Committee. Determination of an Unforeseeable Emergency
 under these rules shall be made in the sole discretion of the Committee in
 accordance with the rules under section 409A of the Code.


	
 

	
 


	
2.46

	
Valuation Date. Valuation Date shall mean each Business
 Day.


	
 

	
 


	
2.47

	
Year of Service. A Year of Service shall mean each
 12-month period of continuous service with the Employer.


	
 

	
 


	
ARTICLE III


	
Eligibility and Participation


	
 

	
 


	
3.1

	
Eligibility and
 Participation. An
 Eligible Employee becomes eligible to participate in the Plan upon receipt of
 a specific written notification of eligibility to participate from the
 Company. An Eligible Employee is eligible to defer Compensation if the
 Eligible Employee submits a timely Compensation Deferral Agreement and if the
 Eligible Employee is an Employee on the date the Compensation would otherwise
 have been paid but for the deferral election. An Eligible Employee becomes a
 Participant upon the earlier to occur of (i) a credit of Company
 Contributions under Article V or (ii) a Compensation Deferral by the
 Employee.


	
 

	
 


	
3.2

	
Duration. A Participant shall be eligible to defer
 Compensation and receive allocations of Company Contributions, subject to the
 terms of the Plan, for as long as such Participant remains an Eligible
 Employee. A Participant who is no longer an Eligible Employee but has not
 Separated from Service may not defer Compensation under the Plan but may
 otherwise exercise all of the rights of a Participant under the Plan with
 respect to his or her Account(s). On and after a Separation from 





114







	
 

	
 

	
 

	
 


	
 

	
Service, a Participant
 shall remain a Participant as long as his or her Account Balance is greater
 than zero and during such time may continue to make allocation elections as
 provided in Section 8.4. An individual shall cease being a Participant in the
 Plan when all benefits under the Plan to which he or she is entitled have
 been paid.


	
 

	
 

	
 

	
 


	
ARTICLE IV

	
 


	
Deferrals


	
 

	
 

	
 

	
 


	
4.1

	
Deferral Elections,
 Generally.


	
 

	
 

	
 

	
 


	
 

	
(a)

	
A Participant shall submit
 a Compensation Deferral Agreement during the enrollment periods established by
 the Committee and in the manner specified by the Committee, but in any event,
 in accordance with Section 4.2. A Compensation Deferral Agreement that is not
 timely filed with respect to a service period or component of Compensation
 shall be considered void and shall have no effect with respect to such
 service period or Compensation. The Committee may modify any Compensation
 Deferral Agreement prior to the date the election becomes irrevocable under
 the rules of Section 4.2.


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Subject to rules established
 by the Committee during the applicable enrollment period, the Participant
 shall specify on his or her Compensation Deferral Agreement whether to
 allocate Deferrals to a Retirement/Termination Account or to a Specified Date
 Account. If no designation is made, all Deferrals shall be allocated to the
 Retirement/Termination Account. A Participant may also specify in his or her
 Compensation Deferral Agreement the Payment Schedule applicable to his or her
 Plan Accounts. If the Payment Schedule is not specified in a Compensation
 Deferral Agreement, the Participant’s Accounts shall be paid in a lump sum
 upon either the Participant’s Retirement/Termination or on the Specified Date
 as the case may be. 


	
 

	
 

	
 

	
 


	
4.2

	
Timing Requirements for
 Compensation Deferral Agreements.


	
 

	
 

	
 

	
 


	
 

	
(a)

	
First Year of Eligibility. In the case of the first year in which an
 Eligible Employee becomes eligible to participate in the Plan, he or she has
 up to 30 days following his initial eligibility to submit a Compensation
 Deferral Agreement with respect to Compensation to be earned during such
 year. The Compensation Deferral Agreement described in this paragraph becomes
 irrevocable upon the end of such 30-day period. The determination of whether
 an Eligible Employee may file a Compensation Deferral Agreement under this
 paragraph shall be determined in accordance with the rules of Code Section
 409A, including the provisions of Treas. Reg. Section 1.409A-2(a)(7). An
 Eligible Employee may file a Compensation Deferral Agreement only after being
 notified in writing by the Company of his or her Eligibility under the Plan.


	
 

	
 

	
 

	
 


	
 

	
 

	
A Compensation Deferral
 Agreement filed under this paragraph applies to Compensation earned on and
 after the date the Compensation Deferral Agreement becomes irrevocable.


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Prior Year Election. Except as otherwise provided in this
 Section 4.2, Participants may defer Compensation by filing a Compensation
 Deferral Agreement no later than December 31 of the year prior to the year in
 which the Compensation to be deferred is earned. A Compensation Deferral
 Agreement described in this paragraph shall become irrevocable with respect
 to such Compensation as of January 1 of the year in which such Compensation
 is earned.


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Performance-Based Compensation. Subject to Committee approval,
 Participants may file a Compensation Deferral Agreement with respect to
 Performance-Based Compensation no later than the date that is six months
 before the end of the performance period, provided that:


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
the Participant performs
 services continuously from the later of the beginning of the performance
 period or the date the criteria are established through the date the
 Compensation Deferral Agreement is submitted; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
the Compensation is not
 readily ascertainable as of the date the Compensation Deferral Agreement is
 filed.


	
 

	
 

	
 

	
 


	
 

	
 

	
A Compensation Deferral
 Agreement becomes irrevocable with respect to Performance-Based Compensation
 as of the day immediately following the latest date for filing such election.
 Any election to defer Performance-Based Compensation that is made in
 accordance with this paragraph and that becomes payable as a result of the
 Participant’s death or upon a change of control (as determined in Treas. Reg.
 Section 1.409A-3(i)(5)) prior to the satisfaction of the performance
 criteria, will be void.





115







	
 

	
 

	
 


	
 

	
(d)

	
Fiscal Year Compensation. Subject to Committee approval, a
 Participant may defer Fiscal Year Compensation by filing a Compensation
 Deferral Agreement prior to the first day of the fiscal year or years in
 which such Fiscal Year Compensation is earned. The Compensation Deferral
 Agreement described in this paragraph becomes irrevocable on the first day of
 the fiscal year or years to which it applies.


	
 

	
 

	
 


	
 

	
(e)

	
Short-Term Deferrals. Subject to Committee approval,
 Compensation that meets the definition of a “short-term deferral” described
 in Treas. Reg. Section 1.409A-1(b)(4) may be deferred in accordance with the
 rules of Article VII, applied as if the date the Substantial Risk of
 Forfeiture lapses is the date payments were originally scheduled to commence,
 provided, however, that the provisions of Section 7.3 shall not apply to
 payments attributable to a change of control (as determined in Treas. Reg.
 Section 1.409A-3(i)(5)).


	
 

	
 

	
 


	
 

	
(f)

	
Certain Forfeitable Rights. With respect to a legally binding right to
 a payment in a subsequent year that is subject to a forfeiture condition
 requiring the Participant’s continued services for a period of at least
 twelve months from the date the Participant obtains the legally binding
 right, an election to defer such Compensation may be made on or before the
 30th day after the Participant obtains the legally binding right to the
 Compensation, provided that the election is made at least twelve months in
 advance of the earliest date at which the forfeiture condition could lapse.
 The Compensation Deferral Agreement described in this paragraph becomes
 irrevocable after such 30th day. If the forfeiture condition applicable to
 the payment lapses before the end of the required service period as a result
 of the Participant’s death or upon a change of control (as determined in
 Treas. Reg. Section 1.409A-3(i)(5)), the Compensation Deferral Agreement will
 be void unless it would be considered timely under another rule described in
 this Section.


	
 

	
 

	
 


	
 

	
(g)

	
Company Awards. Participating Employers may unilaterally provide for deferrals of
 Company awards prior to the date of such awards. Deferrals of Company awards
 (such as sign-on or retention pay) may be negotiated with a Participant prior
 to the date the Participant has a legally binding right to such Compensation.


	
 

	
 

	
 


	
 

	
(h)

	
“Evergreen” Deferral Elections. The Committee, in its discretion, may
 provide in the Compensation Deferral Agreement that such Compensation
 Deferral Agreement will continue in effect for each subsequent year or
 performance period. Such “evergreen” Compensation Deferral Agreements will
 become effective with respect to an item of Compensation on the date such
 election becomes irrevocable under this Section 4.2. An evergreen
 Compensation Deferral Agreement may be terminated or modified prospectively
 with respect to Compensation for which such election remains revocable under
 this Section 4.2. A Participant whose Compensation Deferral Agreement is
 cancelled in accordance with Section 4.6 will be required to file a new
 Compensation Deferral Agreement under this Article IV in order to recommence
 Deferrals under the Plan.


	
 

	
 

	
 


	
4.3

	
Allocation of Deferrals. A Compensation Deferral Agreement may
 allocate Deferrals to one or more Specified Date Accounts and/or to the
 Retirement/Termination Account subject to rules determined by the Committee.
 The Committee may, in its discretion, establish a minimum deferral period for
 Specified Date Accounts (for example, the third Plan Year following the year
 Compensation subject to the Compensation Deferral Agreement is earned). The
 Committee shall determine whether a deferral may be allocated to more than
 one Specified Date Account or to a Specified Date Account and the
 Participant’s Retirement/Termination Account.


	
 

	
 

	
 


	
4.4

	
Deductions from Pay. The Committee has the authority to
 determine the payroll practices under which any component of Compensation
 subject to a Compensation Deferral Agreement will be deducted from a
 Participant’s Compensation.


	
 

	
 

	
 


	
4.5

	
Vesting. Participant Deferrals shall be 100% vested
 at all times, unless otherwise specified by the Company prior to the deferral
 being made.


	
 

	
 

	
 


	
4.6

	
Cancellation of Deferrals. The Committee shall cancel a Participant’s
 Deferrals (i) for the balance of the Plan Year in which an Unforeseeable
 Emergency payment is made, (ii) if the Participant receives a hardship
 distribution under the Employer’s qualified 401(k) plan, through the end of
 the Plan Year in which the six-month anniversary of the hardship distribution
 falls, and (iii) during periods in which the Participant is unable to perform
 the duties of his or her position or any substantially similar position due
 to a mental or physical impairment that can be expected to result in death or
 last for a continuous period of at least six months. In the event a
 Participant receives a voluntary withdrawal from a Grandfathered Account, the
 Participant shall not be permitted to make Deferrals to the Plan in the Plan
 Year following the Plan Year in which the withdrawal is made.


	
 

	
 

	
 





116







	
 

	
 

	
 


	
ARTICLE V


	
Company Contributions


	
 

	
 

	
 


	
5.1

	
Discretionary Company
 Contributions. The
 Participating Employer may, from time to time in its sole and absolute
 discretion, credit Company Contributions to any Participant in any amount
 determined by the Participating Employer. The Company shall determine when
 Company Contributions shall be paid and whether or where the Participant can
 invest the Company Contributions.


	
 

	
 

	
 


	
5.2

	
Vesting. Company Contributions described in Section
 5.1, above, and the Earnings thereon, shall vest in accordance with the
 vesting schedule(s) established by the Committee or the Company at the time
 that the Company Contribution is made. Absent the Committee’s or the
 Company’s designation otherwise, all Company Contributions shall become 100%
 vested upon the occurrence of the earliest of: (i) the death of the
 Participant while actively employed; (ii) Retirement of the Participant, or
 (iii) a Change of Control. The Participating Employer may, at any time, in
 its sole discretion, increase a Participant’s vested interest in a Company
 Contribution. The portion of a Participant’s Accounts that remains unvested
 upon his or her Separation from Service after the application of the terms of
 this Section 5.2 shall be forfeited.


	
 

	
 

	
 


	
ARTICLE VI 


	
Benefits


	
 

	
 

	
 


	
6.1

	
Benefits, Generally. A Participant shall be entitled to the
 following benefits under the Plan:


	
 

	
 

	
 


	
 

	
(a)

	
Retirement Benefit. Upon the Participant’s Separation from
 Service due to Retirement, he or she shall be entitled to a Retirement
 Benefit. The Retirement Benefit shall be equal to the vested portion of the
 Retirement/Termination Account and the vested portion of any Specified Date
 Accounts that are not yet in pay status. The Retirement Benefit shall be based
 on the value of that Account as of the end of the month in which Separation
 from Service occurs. Payment of the Retirement Benefit will be made or begin
 during the month following the month in which Separation from Service occurs,
 provided, however, that with respect to a Participant who is a Specified
 Employee as of the date such Participant incurs a Separation from Service,
 payment will be made or begin during the seventh month following the month in
 which such Separation from Service occurs. If the Retirement Benefit is to be
 paid in the form of installments, any subsequent installment payments to a
 Specified Employee will be paid on the anniversary of the date the initial
 installment was made.


	
 

	
 

	
 


	
 

	
(b)

	
Separation Benefit. Upon the Participant’s Separation from
 Service for reasons other than death or Retirement, he or she shall be
 entitled to a Separation Benefit. The Separation Benefit shall be equal to
 the vested portion of the Retirement/Termination Account and the vested
 portion of any unpaid balances in any Specified Date Accounts. The Separation
 Benefit shall be based on the value of the Retirement/Termination Account as
 of the end of the month in which Separation from Service occurs. Payment of
 the Separation Benefit will be made or begin during the month following the
 month in which Separation from Service occurs, provided, however, that with
 respect to a Participant who is a Specified Employee as of the date such
 Participant incurs a Separation from Service, payment will be made or begin
 during the seventh month following the month in which such Separation from
 Service occurs. 


	
 

	
 

	
 


	
 

	
(c)

	
Specified Date Benefit. If the Participant has established one or
 more Specified Date Accounts, he or she shall be entitled to a Specified Date
 Benefit with respect to each such Specified Date Account. The Specified Date
 Benefit shall be equal to the vested portion of the Specified Date Account,
 based on the value of that Account as of the end of the month designated by
 the Participant at the time the Account was established. Payment of the
 Specified Date Benefit will be made or begin during the month following the
 designated month. The Committee may allow Participants to designate only the
 year of deferral and then make all Specified Date elections payable during a
 Committee-designated month within such year.


	
 

	
 

	
 


	
 

	
(d)

	
Death Benefit. In the event of the Participant’s death, his or her designated
 Beneficiary(ies) shall be entitled to a Death Benefit. The Death Benefit
 shall be equal to the vested portion of the Retirement/Termination Account
 and the vested portion of any unpaid balances in any Specified Date Accounts.
 The Death Benefit shall be based on the value of the Accounts as of the end
 of the month in which death occurred, with payment made within 90 days of the
 date of death. 


	
 

	
 

	
 


	
 

	
(e)

	
Unforeseeable Emergency Payments. A Participant who experiences an
 Unforeseeable Emergency may submit a written request to the Committee to
 receive payment of all or any portion of his or her vested Accounts. Whether
 a Participant or Beneficiary is faced with an Unforeseeable Emergency
 permitting an emergency payment shall be determined by the Committee based on
 the relevant facts and circumstances of each case, but, in any case, a 





117







	
 

	
 

	
 


	
 

	
 

	
distribution on account of
 Unforeseeable Emergency may not be made to the extent that such emergency is
 or may be reimbursed through insurance or otherwise, by liquidation of the
 Participant’s assets, to the extent the liquidation of such assets would not
 cause severe financial hardship, or by cessation of Deferrals under this
 Plan. If an emergency payment is approved by the Committee, the amount of the
 payment shall not exceed the amount reasonably necessary to satisfy the need,
 taking into account the additional compensation that is available to the
 Participant as the result of cancellation of deferrals to the Plan, including
 amounts necessary to pay any taxes or penalties that the Participant
 reasonably anticipates will result from the payment. The amount of the
 emergency payment shall be subtracted first from the vested portion of the
 Participant’s Retirement/Termination Account until depleted and then from the
 vested Specified Date Accounts, beginning with the Specified Date Account
 with the latest payment commencement date. Emergency payments shall be paid
 in a single lump sum within the 90-day period following the date the payment
 is approved by the Committee.


	
 

	
 

	
 


	
6.2

	
Form of Payment.


	
 

	
 

	
 


	
 

	
(a)

	
Retirement Benefit. A Participant who is entitled to receive a
 Retirement Benefit shall receive payment of such benefit in a single lump
 sum, unless the Participant elects on his or her initial or, to the extent
 allowed, his or her subsequent Compensation Deferral Agreement to have such
 benefit paid in one of the following alternative forms of payment (i)
 substantially equal annual installments over a period of five (5) or ten
 (10), as elected by the Participant; or (ii) to the extent allowed by the
 Committee a lump sum payment of a percentage of the balance in the
 Retirement/Termination Account, with the balance paid in substantially equal
 annual installments over a period of five (5) or ten (10) as elected by the
 Participant.


	
 

	
 

	
 


	
 

	
(b)

	
Separation Benefit. A Participant who is entitled to receive a
 Separation Benefit shall receive payment of such benefit in a single lump
 sum.


	
 

	
 

	
 


	
 

	
(c)

	
Specified Date Benefit. The Specified Date Benefit shall be paid
 in a single lump sum, unless the Committee allows and the Participant elects
 on the Compensation Deferral Agreement with which the account was established
 to have the Specified Date Account paid in substantially equal annual
 installments. 


	
 

	
 

	
 


	
 

	
 

	
Notwithstanding any
 election of a form of payment by the Participant, upon a Separation from
 Service the unpaid balance of a Specified Date Account with respect to which
 payments have not been made shall be aggregated and paid in accordance with
 the form of payment applicable to the Retirement Benefit or Termination
 Benefit, as applicable.


	
 

	
 

	
 


	
 

	
(d)

	
Death Benefit. A designated Beneficiary who is entitled to receive a Death Benefit
 shall receive payment of such benefit in a single lump sum. 


	
 

	
 

	
 


	
 

	
(e)

	
Change of Control. If the Change of Control meets the
 requirements of section 409A under the Code (“Qualifying Change of Control”),
 the following applies. A Participant will receive a single lump sum payment
 equal to the unpaid balance of all of his or her Accounts upon a Separation
 from Service within 24 months following a Qualifying Change of Control.
 Subject to the payment rules for Specified Employees under Section
 6.1(a)Accounts will be valued as of the last day of the month in which the
 Separation from Service occurs and payment will be made within 45 days of
 such Separation from Service. In addition to the foregoing, upon a Qualifying
 Change of Control, a Participant who has incurred a Separation from Service
 prior to the Qualifying Change of Control, and any Beneficiary of such
 Participant who is receiving or is scheduled to receive payments, will
 receive the balance of all unpaid Accounts in a single lump sum. Accounts
 will be valued as of the last day of the month following the Qualifying
 Change of Control and will be paid within 45 days of said Qualifying Change
 of Control.


	
 

	
 

	
 


	
 

	
(g)

	
Small Account Balances. Notwithstanding any prior Participant
 distribution elections, if, on
 the date the Participant terminates from service or retires, the aggregate of
 all Participant Accounts upon Separation from Service are $50,000 or less
 (deemed to be “Small Account Balances”), the vested balance in all
 Participant Accounts shall be distributed in a lump sum completely
 liquidating the Participant’s interest in the Plan in the month immediately
 following the end-of-month Valuation Date. 


	
 

	
 

	
 


	
 

	
(h)

	
Rules Applicable to Installment Payments. If a Payment Schedule specifies installment
 payments, annual payments will be made beginning as of the payment
 commencement date for such installments and shall continue on each
 anniversary thereof until the number of installment payments specified in the
 Payment Schedule has been paid. The amount of each installment payment shall
 be determined by dividing (a) by 





118







	
 

	
 

	
 


	
 

	
 

	
(b), where (a) equals the
 Account Balance as of the Valuation Date and (b) equals the remaining number
 of installment payments.


	
 

	
 

	
 


	
 

	
 

	
For purposes of Article
 VII, installment payments will be treated as a single form of payment. If a
 lump sum equal to less than 100% of the Retirement/Termination Account is
 paid, the payment commencement date for the installment form of payment will
 be the first anniversary of the payment of the lump sum.


	
 

	
 


	
6.3

	
Acceleration of or Delay
 in Payments. The
 Committee, in its sole and absolute discretion, may accelerate or delay the
 time of payment to the Participant hereunder, only to the extent the
 acceleration or delay is permitted under Treas. Reg. Section 1.409A-3(j)(4)
 or Section 1.409A-2(b)(7). If the Plan receives a domestic relations order
 (within the meaning of Code Section 414(p)(1)(B)) directing that all or a
 portion of a Participant’s Accounts be paid to an “alternate payee,” any amounts
 to be paid to the alternate payee(s) shall be paid in a single lump sum.


	
 

	
 


	
ARTICLE VII


	
Modifications to Payment Schedules


	
 

	
 


	
7.1

	
Participant’s Right to
 Modify. A
 Participant may modify any or all of the alternative Payment Schedules with
 respect to an Account, consistent with the permissible Payment Schedules
 available under the Plan, provided such modification complies with the
 requirements of this Article VII. The Committee may impose limitations on the
 number of allowable modifications.


	
 

	
 


	
7.2

	
Time of Election. The date on which a modification election
 is submitted to the Committee must be at least twelve months prior to the
 date on which payment is scheduled to commence under the Payment Schedule in
 effect prior to the modification.


	
 

	
 


	
7.3

	
Date of Payment under
 Modified Payment Schedule. Except with respect to modifications that relate to the payment of a
 Death Benefit, the date payments are to commence under the modified Payment
 Schedule must be no earlier than five years after the date payment would have
 commenced under the original Payment Schedule. Under no circumstances may a
 modification election result in an acceleration of payments in violation of
 Code Section 409A.


	
 

	
 


	
7.4

	
Effective Date. A modification election submitted in
 accordance with this Article VII is irrevocable upon receipt by the Committee
 and becomes effective 12 months after such date.


	
 

	
 


	
7.5

	
Effect on Accounts. An election to modify a Payment Schedule
 is specific to the Account or payment event to which it applies, and shall
 not be construed to affect the Payment Schedules of any other Accounts.


	
 

	
 


	
ARTICLE VIII


	
Valuation of Account Balances; Investments


	
 

	
 


	
8.1

	
Valuation. Deferrals shall be credited to appropriate
 Accounts on the date such Compensation would have been paid to the
 Participant absent the Compensation Deferral Agreement. Company Contributions
 shall be credited to the appropriate Account at the times determined by the
 Committee. Valuation of Accounts shall be performed under procedures approved
 by the Committee.


	
 

	
 


	
8.2

	
Earnings Credit. Each Account will be credited with
 Earnings on each Business Day, based upon the Participant’s investment
 allocation among a menu of investment options selected in advance by the
 Committee, in accordance with the provisions of this Article VIII
 (“investment allocation”).


	
 

	
 


	
8.3

	
Investment Options. Investment options will be determined by
 the Committee. The Committee, in its sole discretion, shall be permitted to
 add or remove investment options from the Plan menu from time to time even if
 such removal requires Participants to re-designate investment choices,
 provided that any such additions or removals of investment options shall not
 be effective with respect to any period prior to the effective date of such
 change.


	
 

	
 


	
8.4

	
Investment Allocations. A Participant’s investment allocation
 constitutes a deemed, not actual, investment among the investment options
 comprising the investment menu. At no time shall a Participant have any real
 or beneficial ownership in any investment option included in the investment
 menu, nor shall the Participating Employer or any trustee acting on its
 behalf have any obligation to purchase actual securities as a result of a
 Participant’s investment allocation. A Participant’s investment allocation shall
 be used solely for purposes of adjusting the value of a Participant’s Account
 Balances.


	
 

	
 


	
 

	
A Participant shall
 specify an investment allocation for each of his Accounts in accordance with
 procedures established by the Committee. Allocation among the investment
 options must be designated in percentage increments designated by the 





119







	
 

	
 

	
 


	
 

	
Committee. The
 Participant’s investment allocation will become effective on the same
 Business Day or, in the case of investment allocations received after a time
 specified by the Committee, the next Business Day.


	
 

	
 


	
 

	
A Participant may change
 an investment allocation on any Business Day, both with respect to future
 credits to the Plan and with respect to existing Account Balances, in
 accordance with procedures adopted by the Committee. Changes shall become
 effective on the same Business Day or, in the case of investment allocations
 received after a time specified by the Committee, the next Business Day, and
 shall be applied prospectively.


	
 

	
 


	
8.5

	
Unallocated Deferrals and
 Accounts. If the
 Participant fails to make an investment allocation with respect to an
 Account, such Account shall be invested in an investment option, the primary
 objective of which is the preservation of capital, as determined by the
 Committee.


	
 

	
 


	
8.6

	
Company Stock. The Committee may include Company Stock as
 one of the investment options described in Section 8.3. The Committee may, in
 its sole discretion, limit the investment allocation of Company Contributions
 to Company Stock. The Committee may also require Deferrals consisting of
 equity-based Compensation to be allocated to Company Stock. The Committee may
 also restrict investments in Company Stock to certain Participants and
 specify certain rules and limitations on investment and sale of Company Stock
 to comply with securities laws.


	
 

	
 


	
8.7

	
Diversification. A Participant may re-allocate an
 investment in Company Stock into another investment option subject to rules
 specified by the Committee. The portion of an Account that is invested in
 Company Stock will be paid under Article VI in the form of whole shares of
 Company Stock if the form of payment elected is a lump sum. If the
 Participant elects to be paid with installments, Company Stock will be paid
 under Article VI in the form of cash.


	
 

	
 


	
8.8

	
Dividend Equivalents. Dividend equivalents with respect to
 Company Stock will be credited to the applicable Accounts in the form of
 additional shares or units of Company Stock.


	
 

	
 


	
ARTICLE IX


	
Administration


	
 

	
 


	
9.1

	
Plan Administrator. This Plan shall be administered by the
 Committee which shall have discretionary
 authority to make, amend, interpret and enforce all appropriate rules and
 regulations for the administration of this Plan and to utilize its discretion
 to decide or resolve any and all questions, including but not limited to
 eligibility for benefits and interpretations of this Plan and its terms, as
 may arise in connection with the Plan. Claims for benefits shall be filed
 with the Committee and resolved in accordance with the claims procedures in this
 Article IX. The Executive Compensation Committee of the Company’s Board of
 Directors reserves the right to review all claims and appeals made by
 Participants in compensation Band H and above. 


	
 

	
 


	
9.02

	
Delegation of Authority. In the administration of this Plan, the
 Committee may, from time to time, employ agents and delegate to them such
 administrative duties as it sees fit, and may from time to time consult with
 legal counsel to the Company.


	
 

	
 


	
9.03

	
Claim Procedure. Any controversy or claim arising out of
 or relating to the Plan shall be filed in writing with the Committee which
 shall make all determinations concerning such claim. Any claim filed with the
 Committee and any decision by the Committee denying such claim shall be in
 writing and shall be delivered to the Participant or Beneficiary filing the
 claim (the “Claimant”). 


	
 

	
 

	
 


	
 

	
(a)

	
In General. Notice of a denial of benefits will be provided within ninety (90)
 days of the Committee’s receipt of the Claimant’s claim for benefits. If the
 Committee determines that it needs additional time to review the claim, the
 Committee will provide the Claimant with a notice of the extension before the
 end of the initial ninety (90) day period. The extension will not be more
 than ninety (90) days from the end of the initial ninety (90) day period and
 the notice of extension will explain the special circumstances that require
 the extension and the date by which the Committee expects to make a decision.


	
 

	
 

	
 


	
 

	
(b)

	
Contents of Notice. If a claim for benefits is completely or
 partially denied, notice of
 such denial shall be in writing and shall set forth the reasons for denial in
 plain language. The notice shall (i) cite the pertinent provisions of the
 Plan document and (ii) explain, where appropriate, how the Claimant can
 perfect the claim, including a description of any additional material or
 information necessary to complete the claim and why such material or
 information is necessary. The claim denial also shall include an explanation
 of the claims 





120







	
 

	
 

	
 


	
 

	
 

	
review procedures and the
 time limits applicable to such procedures, including a statement of the
 Claimant’s right to bring a civil action under Section 502(a) of ERISA
 following an adverse decision on review.


	
 

	
 

	
 


	
 

	
(c)

	
Delegation. The Committee, unless provided otherwise, delegates to either the Company’s legal counsel or
 appropriate personnel in the Total Rewards Dept. or Employee Service Center
 to make an initial determination of all claims or controversies arising under
 the Plan.


	
 

	
 

	
 


	
9.04

	
Appeal of Denied Claims. A Claimant whose claim has been completely
 or partially denied shall be
 entitled to appeal the claim denial by filing a written appeal with the
 Committee. A Claimant who timely requests a review of the denied claim (or
 his or her authorized representative) may review, upon request and free of
 charge, copies of all documents, records and other information relevant to
 the denial and may submit written comments, documents, records and other
 information relevant to the claim to the Committee. All written comments,
 documents, records, and other information shall be considered “relevant” if
 the information (i) was relied upon in making a benefits determination, (ii)
 was submitted, considered or generated in the course of making a benefits
 decision regardless of whether it was relied upon to make the decision, or
 (iii) demonstrates compliance with administrative processes and safeguards
 established for making benefit decisions. The Committee may, in its sole
 discretion and if it deems appropriate or necessary, decide to hold a hearing
 with respect to the claim appeal.


	
 

	
 

	
 


	
 

	
(a)

	
In General. Appeal of a denied benefits claim must be filed in writing with the Committee no later than
 sixty (60) days after receipt of the written notification of such claim
 denial. The Committee shall make its decision regarding the merits of the
 denied claim within sixty (60) days following receipt of the appeal (or
 within one hundred and twenty (120) days after such receipt, in a case where
 there are special circumstances requiring extension of time for reviewing the
 appealed claim). If an extension of time for reviewing the appeal is required
 because of special circumstances, written notice of the extension shall be
 furnished to the Claimant prior to the commencement of the extension. The
 notice will indicate the special circumstances requiring the extension of
 time and the date by which the Appeals Committee expects to render the
 determination on review. The review will take into account comments,
 documents, records and other information submitted by the Claimant relating
 to the claim without regard to whether such information was submitted or
 considered in the initial benefit determination.


	
 

	
 

	
 


	
 

	
(b)

	
Contents of Notice. If a benefits claim is completely or
 partially denied on appeal, notice of such denial shall be in writing and
 shall set forth the reasons for denial in plain language. The decision on
 appeal shall set forth (i) the specific reason or reasons for the denial,
 (ii) specific references to the pertinent Plan provisions on which the denial
 is based, (iii) a statement that the Claimant is entitled to receive, upon
 request and free of charge, reasonable access to and copies of all documents,
 records, or other information relevant (as defined above) to the Claimant’s
 claim, and (iv) a statement describing any voluntary appeal procedures
 offered by the plan and a statement of the Claimant’s right to bring an
 action under Section 502(a) of ERISA. 


	
 

	
 

	
 


	
 

	
 

	
Notice shall be deemed
 given as of the date of delivery or, if delivery is made by mail, as of the
 date shown on the postmark on the receipt for registration or certification.
 All appeals should be addressed to the Committee as follows:








	
 

	
 


	
 

	
Employee Benefits
 Committee


	
 

	
Pitney Bowes Pension
 Restoration Plan


	
 

	
Attn: Committee Secretary
 and Benefits Counsel


	
 

	
Pitney Bowes Inc. - Legal
 Dept.


	
 

	
One Elmcroft Road


	
 

	
Stamford, CT 06926








	
 

	
 


	
9.05

	
Exhaustion of Remedies. A participant may not bring any legal
 action relating to a claim for benefits under the plan unless and until the
 participant has followed the claims procedures under the Plan and exhausted
 his or her administrative remedies under such claims procedures.


	
 

	
 


	
9.06

	
Indemnification. To the fullest extent permitted under
 Delaware law, the Company shall indemnify and hold harmless each employee,
 officer, director, agent or organization, to whom or to which are delegated
 duties, responsibilities, and authority under the Plan or otherwise with
 respect to administration of the Plan, including, without limitation, the
 Committee and its agents, against all claims, liabilities, fines and
 penalties, and all expenses reasonably incurred by or imposed upon him or it
 (including but not limited to reasonable attorney fees) which arise as a
 result of his or its actions or failure to act in connection with the
 operation and administration of the Plan to the extent lawfully allowable and
 to the extent that such 





121







	
 

	
 


	
 

	
claim, liability, fine,
 penalty, or expense is not paid for by liability insurance purchased or paid
 for by the Participating Employer. Notwithstanding the foregoing, the Company
 shall not indemnify any person or organization if his or its actions or
 failure to act are due to gross negligence or willful misconduct or for any
 such amount incurred through any settlement or compromise of any action
 unless the Company consents in writing to such settlement or compromise.


	
 

	
 


	
9.07

	
Binding Decisions or
 Actions. The
 decision or action of the Committee in respect of any question arising out of
 or in connection with the administration, interpretation and application of
 the Plan and the rules and regulations thereunder shall be final and
 conclusive and binding upon all persons having any interest in the Plan. All
 benefits shall be made conditional upon the participant’s acknowledgement, in
 writing or by acceptance of the benefits, that all decisions and
 determinations of the Committee shall be final and binding on the participant
 and his spouse, estate and any other person having or claiming an interest
 under the Plan. 


	
 

	
 


	
ARTICLE X


	
Amendment and Termination


	
 

	
 


	
10.1

	
Amendment. Pitney Bowes Inc. by action of its Board
 of Directors, appropriate Board committee or as delegated to the Employee
 Benefits Committee, Trust Investment Committee or management may at any time
 amend or modify this Plan in whole or in part, if in its sole discretion such
 amendment or modification is deemed necessary or desirable, provided,
 however, that no amendment shall be effective to decrease the balance in any
 Account as accrued at the time of such amendment. Amendments necessary to
 comply with law or to allow the orderly administration of this Plan shall not
 be considered to be a reduction of previously accrued benefit. Any amendment
 made to this Plan after a Change of Control, as defined in the Pitney Bowes
 Senior Executive Severance Policy, or in contemplation of a Change of Control
 shall not in any way adversely affect the terms and conditions of this Plan
 as they exist prior to such amendment with respect to benefits vested prior
 to such amendment.


	
 

	
 


	
10.02

	
Company’s Right to
 Terminate. The
 Board of Directors of the Company or the Executive Committee of the Board may
 at any time terminate the Plan with respect to future allocations to the
 account. The Board or the Executive Committee may also terminate the Plan in
 its entirety at any time for any reason, and pay Participants and
 Beneficiaries their Account Balances in a single lump sum at any time, to the
 extent and in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix). 


	
 

	
 


	
ARTICLE XI


	
Informal Funding


	
 

	
 


	
11.1

	
General Assets. Obligations established under the terms of
 the Plan may be satisfied from the general funds of the Participating
 Employers, or a trust described in this Article XI. No Participant, spouse or
 Beneficiary shall have any right, title or interest whatever in assets of the
 Participating Employers. Nothing contained in this Plan, and no action taken
 pursuant to its provisions, shall create or be construed to create a trust of
 any kind, or a fiduciary relationship, between the Participating Employers
 and any Employee, spouse, or Beneficiary. To the extent that any person
 acquires a right to receive payments hereunder, such rights are no greater
 than the right of an unsecured general creditor of the Participating
 Employer.


	
 

	
 


	
11.2

	
Rabbi Trust. A Participating Employer may, in its sole
 discretion, establish a grantor trust, commonly known as a rabbi trust, as a
 vehicle for accumulating assets to pay benefits under the Plan. Payments
 under the Plan may be paid from the general assets of the Participating
 Employer or from the assets of any such rabbi trust. Payment from any such
 source shall reduce the obligation owed to the Participant or Beneficiary
 under the Plan.


	
 

	
 


	
ARTICLE XII


	
General Provisions


	
 

	
 


	
12.1

	
Anti-assignment Rule. No interest of any Participant, spouse or
 Beneficiary under this Plan and no benefit payable hereunder shall be
 assigned as security for a loan, and any such purported assignment shall be
 null, void and of no effect, nor shall any such interest or any such benefit
 be subject in any manner, either voluntarily or involuntarily, to
 anticipation, sale, transfer, assignment or encumbrance by or through any
 Participant, spouse or Beneficiary. Notwithstanding anything to the contrary
 herein, however, the Committee has the discretion to make payments to an
 alternate payee in accordance with the terms of a domestic relations order
 (as defined in Code Section 414(p)(1)(B)).


	
 

	
 


	
12.2

	
No Legal or Equitable
 Rights or Interest.
 No Participant or other person shall have any legal or equitable rights or
 interest in this Plan that are not expressly granted in this Plan.
 Participation in this Plan does not give any person any right to be retained
 in the service of the Participating Employer. The right and power of a
 Participating Employer to dismiss or discharge an Employee is expressly
 reserved. The Participating Employers make no representations or warranties
 as to the tax consequences to a Participant or a Participant’s beneficiaries
 resulting from a deferral of income pursuant to the Plan.





122







	
 

	
 


	
12.3

	
No Employment Contract. Nothing contained herein shall be
 construed to constitute a contract of employment between an Employee and a
 Participating Employer.


	
 

	
 


	
12.4

	
Headings. The headings of Sections are included
 solely for convenience of reference, and if there is any conflict between
 such headings and the text of this Plan, the text shall control. 


	
 

	
 


	
12.5

	
Invalid or Unenforceable
 Provisions. If any
 provision of this Plan shall be held invalid or unenforceable, such
 invalidity or unenforceability shall not affect any other provisions hereof
 and the Committee may elect in its sole discretion to construe such invalid
 or unenforceable provisions in a manner that conforms to applicable law or as
 if such provisions, to the extent invalid or unenforceable, had not been
 included.


	
 

	
 


	
12.6

	
Lost Participants or
 Beneficiaries. Any
 Participant or Beneficiary who is entitled to a benefit from the Plan has the
 duty to keep the Committee advised of his or her current mailing address. If
 benefit payments are returned to the Plan or are not presented for payment
 after a reasonable amount of time, the Committee shall presume that the payee
 is missing. The Committee, after making such efforts as in its discretion it
 deems reasonable and appropriate to locate the payee, shall stop payment on
 any uncashed checks and may discontinue making future payments until contact
 with the payee is restored. 


	
 

	
 


	
12.7

	
Facility of Payment to a
 Minor. If a
 distribution is to be made to a minor, or to a person who is otherwise incompetent,
 then the Committee may, in its discretion, make such distribution (i) to the
 legal guardian, or if none, to a parent of a minor payee with whom the payee
 maintains his or her residence, or (ii) to the conservator or committee or,
 if none, to the person having custody of an incompetent payee. Any such
 distribution shall fully discharge the Committee, the Company, and the Plan
 from further liability on account thereof.


	
 

	
 


	
12.8

	
Accounts Taxable Under
 Code Section 409A.
 This Plan is intended to comply with section 409A of the Code and shall in
 all respects be administered in accordance with section 409A, including the
 requirement that payments to a “specified employee” of a publicly traded
 corporation upon separation from service be delayed for a period of six
 months after separation from service. Notwithstanding anything in the Plan to
 the contrary, distributions may only be made under the Plan upon an event and
 in a manner permitted by section 409A of the Code. All payments to be made
 upon termination of employment under this Plan may only be made upon
 “separation from service” under section 409A. In no event may a participant,
 directly or indirectly, designate the calendar year of a payment, except
 pursuant to payment elections permitted under section 409A of the Code. 


	
 

	
 


	
12.9

	
Governing Law. To the extent not preempted by ERISA, the
 laws of the State of Connecticut shall govern the construction and
 administration of the Plan.





123






	
 


	
APPENDIX
 A


	
 


	
PITNEY
 BOWES INC.


	
 


	
DEFERRED
 INCENTIVE SAVINGS PLAN


	
 


	
FOR
 PRE-2005 DEFERRALS


	
 


	
As
 Amended and Restated


	
Effective
 January 1, 2003


	
 


	
(Previously
 amended and Restated Effective January 1, 2000)


	
 


	
(DCPP12)


	
 


	
PITNEY
 BOWES INC.


	
DEFERRED
 INCENTIVE SAVINGS PLAN


	
(As
 amended and restated effective as of January 1, 2003)


	
 


	
ARTICLE I


	
 


	
INTRODUCTION





                    The
purpose of the Pitney Bowes Inc. Deferred Incentive Savings Plan (hereinafter
referred to as the “Plan”) is to aid Pitney Bowes Inc. and its subsidiaries in
retaining and attracting executive employees by providing them with savings and
tax deferral opportunities. The Plan first became effective for deferral
elections made hereunder on or after September 9, 1996. The Plan has been
amended and restated from time to time. The Plan was amended and restated to
incorporate previous amendments and to make additional changes, effective for
deferral elections made hereunder on or after January 1, 2000. The Plan was
further amended and restated to incorporate amendments and clarifications
effective for deferral elections made hereunder on or after November 1, 2002.
Participants who made a deferral election and incurred a Termination of
Employment or Disability, entered Retirement or died prior to the effective
date of any amendments shall have their deferrals and distributions governed by
the terms of the Plan in effect prior to the effective date of any amendments.
Effective the effective date of any amendments, the term “PBC” will no longer
be used to describe the annual incentive compensation deferred under the Plan.
Instead, annual incentive compensation will be known as Pitney Bowes Incentive
Program. 


124






ARTICLE II


DEFINITIONS


                    For
the purposes of this Plan, the following words and phrases shall have the
meanings indicated, unless the context clearly indicates otherwise: 


                    Section
2.01 Account.
“Account” means the bookkeeping account(s) established on the books of the
Company by the Administrative Committee on behalf of the Participant comprised
of the Deferral Account and the Gain Share Account. Accounts and Sub-Accounts
will be established when the Deferred Amount would otherwise have been paid. 


                    Section
2.02 Administrative
Committee. “Administrative Committee” means the committee comprised
of the Senior Vice President and Chief Human Resources Officer, Vice President
and Treasurer, Vice President Employee Brand and Total Rewards, Director
Strategic Leadership Total Rewards. 


                    Section
2.03 Annual
Incentive Award. “Annual Incentive Award” means the annual cash
incentive payable to a Participant. 


                    Section
2.04 Base
Salary. “Base Salary” means the base salary of a Participant
described in Section 4.01 (ii) of the Plan in effect at the time of the deferral
rather than in effect at the time of the election to defer. 


                    Section
2.05 Beneficiary.
“Beneficiary” means the person, persons or entity designated by the Participant
to receive any benefits payable under the Plan pursuant to Article VIII. 


                    Section
2.06 Board.
“Board” means the Board of Directors of Pitney Bowes Inc. 


                    Section
2.07
CIU Award. “CIU Award” means any Cash Incentive Unit Award granted
pursuant to the long-term incentive program under the Pitney Bowes Inc. Key
Employees’ Incentive Plan (as amended and restated as of February 12, 2001). 


                    Section
2.08 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 anyone transaction or a series of transactions,
 other than from Pitney Bowes Inc., 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 Pitney Bowes Inc. entitled
 to vote generally in the election of directors, but excluding, for this
 purpose, any such acquisition by Pitney Bowes Inc. or any of its
 subsidiaries, or any employee benefit plan (or related trust) of Pitney Bowes
 Inc. 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 Pitney Bowes Inc.
 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 Pitney Bowes Inc. entitled to vote generally
 in the election of directors, as the case may be; or 


	
 

	
 


	
 

	
(ii) individuals who, as
 of January 1, 2002, 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 January 1,
 2002, whose election, or nomination for election by Pitney Bowes’
 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 Pitney Bowes Inc. (as such terms are used in
 Rule 14(a)(11) or Regulation 14A promulgated under the





125







	
 
	
 

	 	Exchange Act); or
	 	 
	
 
	
(iii) there occurs either
 (a) the consummation of a reorganization, merger or consolidation or sale or
 other disposition of all or substantially all of the assets of the Company,
 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
 Pitney Bowes Inc. 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 shareholders
 of Pitney Bowes Inc. of a complete liquidation of dissolution of Pitney Bowes
 Inc. or of the sale or other disposition of all or substantially all of the
 assets of Pitney Bowes Inc. 




                    Section
2.09 Common
Stock. “Common Stock” means the common stock of Pitney Bowes Inc. 


                    Section
2.10 Company.
“Company” means Pitney Bowes Inc., its successors, any subsidiary or affiliated
organizations authorized by the Board or the Executive Committee to participate
in the Plan and any organization into which or with which Pitney Bowes Inc. may
merge or consolidate or to which all or substantially all of its assets may be
transferred. 


                    Section
2.11 Consideration
Shares. “Consideration Shares” means shares of Common Stock owned by
the Participant for a period of at least six months prior to the Date of
Exercise, and having a Fair Market Value equal to the exercise price for the
number of Option Shares to be exercised. 


                    Section
2.12 Date
of Exercise. “Date of Exercise” means the date on which an Option is
considered to be exercised. 


                    Section
2.13 Deferral
Account. “Deferral Account” means the total of all Sub­Accounts
maintained on the books of the Company by the Administrative Committee for each
Participant to reflect deferral of Eligible Compensation, adjusted for
hypothetical gains, earnings, dividends, losses, distributions, withdrawals and
other similar activity other than gains with· respect to stock options granted pursuant
to deferrals made under the Plan. 


                    Section
2.14 Deferral
Period. “Deferral Period” means the period beginning on the date the
Eligible Compensation would otherwise have been paid or, in the case of Gain
Shares, on the Date of Exercise, and ending on the earlier of (i) the
Participant’s Retirement and (ii) the last day of the period during which the
Participant elected to defer current enjoyment and distribution of the Eligible
Compensation and Gain Shares 


                    Section
2.15 Deferred
Amount. “Deferred Amount” means the amount of Eligible Compensation
for the Plan Year or performance period to which the Participation Agreement
relates that is to be deferred under the Plan. 


                    Section
2.16 Disability.
“Disability” means eligibility for disability benefits under the
terms of the Company’s Long-Term Disability Plan as in effect from time to
time. 


                    Section
2.17 Eligible
Compensation. “Eligible Compensation” means any cash award otherwise
payable as annual incentive compensation or a CIU Award by the Company to a
Participant with respect to a Plan Year or a performance period pursuant to the
Pitney Bowes Inc. Key Employees’ Incentive Plan or, effective January 1, 2000,
Base Salary otherwise payable to the Participant. 


                    Section
2.18 ERISA.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended. 


                    Section
2.19 Executive
Committee. “Executive Committee” means the Executive Compensation
Committee of the Board. 


                    Section
2.20 Fair
Market Value. “Fair Market Value” of a share of Common Stock means
the closing price of the Common Stock on the New York Stock Exchange on the
most recent day on which the Common Stock was so traded that precedes the date
as of which Fair Market Value is to be determined. 


                    Section
2.21 Form
of Payment. “Form of Payment” means, with respect to In­Service
Distributions, payment in one lump sum or in 5 annual installments, and with
respect to Retirement distributions, payments in a lump sum, a partial lump
sum, and/or in annual installments of 5, 10 or 15 years. 


126






                    Section
2.22 Gain
Shares. “Gain Shares” means the shares of Common Stock resulting from
the exercise of any option pursuant to Article V. 


                    Section
2.23 Gain
Share Account. “Gain Share Account” means the account maintained on
the books of the Company by the Administrative Committee for the Participant to
reflect the number of Phantom Share Units related to Gains Shares, adjusted for
hypothetical gains, earnings, dividends, losses, distributions, withdrawals and
other similar activity. 


                    Section
2.24 In-Service
Distribution. “In-Service Distribution” means a payment by the
Company to the Participant following a date elected by the Participant (the In­Service
Distribution Date) of the amount represented by the Account balance in the
In-Service Fund Sub-Account or In-Service Option Sub-Account pertaining to that
In-Service Distribution. In-Service Distributions shall be made in accordance
with Participants’ In-Service Distribution Form of Payment election. 


                    Section
2.25 In-Service
Fund Sub-Account. “In-Service Fund Sub-Account” or “Fund Sub-Account”
means an Account created to track Deferred Amounts allocated to hypothetical
investments other than Options, and hypothetical earnings thereon, which the
Participant elects to receive as an In-Service Distribution. 


                    Section
2.26 In-Service
Option Sub-Account. “In-Service Option Sub- Account” or “Option
Sub-Account” is an Account created to track Deferred Amounts allocated to
Options. 


                    Section
2.27 Option.
“Option” means an option to acquire shares of Common Stock granted pursuant to
the Pitney Bowes Stock Option Plan as amended and restated January, 2002 or any
predecessor or successor thereto. 


                    Section
2.28 Option
Expiration Date. “Option Expiration Date” means the last day of the
option term. 


                    Section
2.29 Option
Share. “Option Share” means a share of Common Stock acquired (or
deferred hereunder) pursuant to the exercise of an Option. 


                    Section
2.30 PBIP.
“PBIP” means the Pitney Bowes’ Performance Based Compensation Incentive
Program, or any successor thereto, and the “PBIP-like” compensation incentive
program, or any successor thereto. 


                    Section
2.31 Participant. “Participant”
means any individual who is eligible to participate in this Plan and who elects
to participate by filing a Participation Agreement or Stock Option Gain
Agreement as provided in Article N. 


                    Section
2.32 Participation Agreement. “Participation
Agreement” means an agreement filed by a Participant in accordance with Article
N. 


                    Section
2.33 Phantom Share Fund. “Phantom
Share Fund” means the hypothetical investment fund under the Plan which is
comprised of Phantom Share Units and which is intended to mirror investment in
Common Stock, including deemed reinvestment of dividends thereon. 


                    Section
2.34 Phantom Share Unit. “Phantom
Share Unit” means the accounting units established hereunder to track a
Participant’s hypothetical interest in the Phantom Share Fund. 


                    Section
2.35 Plan Year. “Plan Year”
means a twelve-month period beginning January 1 and ending the following
December 31; provided that the first Plan Year shall be the partial year
beginning on September 9, 1996 and ending on December 31, 1996. 


                    Section
2.36 Retirement. “Retirement”
means retirement of a Participant from the Company after attaining age 65 or 55
with at least ten years of service (in accordance with the method of
determining retirement under the Pitney Bowes Pension Plan). 


                    Section
2.37 Retirement Sub-Account. “Retirement
Sub-Account” means an Account created to track all Deferred Amounts, and
hypothetical earnings thereon, that Participants elect to receive upon
Retirement or are otherwise not credited to an In-Service Sub­Account or to an
Option Sub-Account. 


                    Section
2.38 Stock Option Gain Agreement. “Stock
Option Gain Agreement” means an agreement filed by a Participant in accordance
with Article V intended to defer taxation of the gain from the exercise of an
Option. 


127






                    Section
2.39 Sub-Account. “Sub-Account”
means an Account that is a portion of the Deferral Account created and
maintained for purposes of enabling different allocation elections (among
hypothetical investment funds), different Form of Payment elections, and
different distribution dates, or for other reasons deemed necessary by the
Administrative Committee to properly administer the Plan. 


                    Section
2.40 Termination of Employment. “Termination
of Employment” means the cessation of a Participant’s services as a full-time
employee of the Company and its affiliates for any reason other than
Retirement. 


                    Section
2.41 Unforeseeable Emergency. “Unforeseeable
Emergency” means severe financial hardship to the Participant resulting from a
sudden and unexpected illness or accident of the Participant or a dependent of
the Participant, loss of the Participant’s property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant. 


                    Section
2.42 Valuation Date. “Valuation
Date” means the last day of the calendar month immediately preceding a
distribution triggering event (e.g. an In-Service Distribution Date, the end of
an Option Sub-Account Deferral Period, Retirement, Termination of Employment,
Death, or Disability) or such other date as the Administrative Committee in its
sole discretion may determine. 


ARTICLE III


ADMINISTRATION


                    Section
3.01 Executive and Administrative
Committees; Duties. The Executive Committee shall administer this
Plan and shall be the named fiduciary of this Plan. A majority of the members
of the Executive Committee shall constitute a quorum for the transaction of
business. All resolutions or other action taken by the Executive Committee
shall be by a vote of a majority of its members present at any meeting or,
without a meeting, by an instrument in writing signed by all its members.
Members of the Executive Committee may participate in a meeting of such
committee by means of a conference telephone or similar communications
equipment that enables all persons participating in the meeting to hear each other,
and such participation in a meeting shall constitute presence in person at the
meeting. 


                    The
Executive Committee shall be responsible for the administration of this Plan
and shall have all powers necessary to administer this Plan, including
discretionary authority to determine eligibility for benefits and to decide
claims under the terms of this Plan, except to the extent that any such powers
are vested in any other fiduciary of this Plan by the Executive Committee. The
Executive Committee may from time to time establish rules for the
administration of this Plan, and it shall have the exclusive right to interpret
this Plan and to decide any matters arising in connection with the
administration and operation of this Plan. All rules, interpretations and
decisions of the Executive Committee shall be conclusive and binding on the
Company, Participants and Beneficiaries. 


                    The
Executive Committee has delegated to the Administrative Committee
responsibility for performing certain administrative and ministerial functions
under this Plan. The Administrative Committee shall be responsible for
determining in the first instance issues related to eligibility, deemed
investment choices, determination and distribution of Account balances,
crediting of hypothetical earnings and debiting of hypothetical losses,
in-service withdrawals, deferral elections and any other duties concerning the
day-to-day operation of the Plan. The Executive Committee shall have discretion
to delegate to the Administrative Committee such additional duties as it may
determine. The Administrative Committee may designate one of its members as a
chairperson and may retain and supervise outside providers and professionals
(including in-house professionals) to perform any or all of the duties
delegated to it hereunder. 


                    Neither
the Executive Committee nor a member of the Board nor any member of the
Administrative Committee shall be liable for any act or action hereunder,
whether of omission or commission, by any other member or employee or by any
agent to whom duties in connection with the administration of this Plan have
been delegated or for anything done or omitted to be done in connection with
this Plan. The Executive Committee and the Administrative Committee shall keep
records of all of their respective proceedings and the Administrative Committee
shall keep records of all payments made to Participants or Beneficiaries and
payments made for expenses or otherwise. 


                    The
Company shall, to the fullest extent permitted by law, indemnify each director,
officer or employee of the Company (including the heirs, executors,
administrators and other personal representatives of such person) and each
member of the Executive Committee and the Administrative Committee against
expenses (including attorneys’ fees), judgments, fines, amounts paid 


128






in settlement, actually and
reasonably incurred by such person in connection with any threatened, pending
or actual suit, action or proceeding (whether civil, criminal, administrative
or investigative in nature or otherwise) in which such person may be involved
by reason of the fact that he or she is or was serving this Plan in any
capacity at the request of the Company. 


                    Any
expense incurred by the Company, the Executive Committee or the Administrative
Committee relative to the administration of this Plan shall be paid by the
Company. 


                    Section
3.02 Claim Procedure.
If a Participant or Beneficiary makes a written request alleging a right to
receive payments under this Plan or alleging a right to receive an adjustment
in benefits being paid under this Plan, such actions shall be treated as a
claim for benefits. All claims for benefits under this Plan shall be sent to
the Administrative Committee. If the Administrative Committee determines that
any individual who has claimed a right to receive benefits, or different
benefits, under this Plan is not entitled to receive all or any part of the
benefits claimed, the Administrative Committee shall inform the claimant in
writing of such determination and the reasons therefore in terms calculated to
be understood by the claimant. The notice shall be sent within 90 days of the
claim unless the Administrative Committee determines that additional time, not
exceeding 90 days, is needed. The notice shall make specific reference to the
pertinent Plan provisions on which the denial is based, and shall describe any
additional material or information that is necessary. Such notice shall, in
addition, inform the claimant of the procedure that the claimant should follow
to take advantage of the review procedure set forth below in the event the
claimant desires to contest the denial of the claim. Such notice shall further
inform the claimant of his or her right to bring a civil action under ERISA
Section 502(a) following an adverse benefit determination on appeal. The
claimant may within 90 days thereafter submit in writing to the Administrative
Committee a notice that the claimant contests the denial of his or her claims
and desires a further review by the Executive Committee. The Executive
Committee shall within 60 days thereafter review the claim and authorize the
claimant to review relevant documents and submit issues, comments, documents
and other information relating to the claim to the Executive Committee. The
Executive Committee will render a final decision on behalf of the Company with
specific reasons therefore in writing and will transmit it to the claimant
within 60 days of the written request for review, unless the Chairperson of the
Executive Committee determines that additional time, not exceeding 60 days, is
needed, and so notifies the claimant. If the claim is denied, wholly or in
part, the notice shall further include specific references to the pertinent
Plan provisions on which the denial is based, shall include a statement that
the claimant is entitled to receive or review, upon request, documents relevant
to the claim, and a statement of the claimant’s right to bring a civil action
under ERISA Section 502(a). If the Committee fails to respond to a claim filed
in accordance with the foregoing within 60 days or. any such extended period,
the Company shall be deemed to have denied the claim. 


ARTICLE IV


PARTICIPATION AND DEFERRAL OF ELIGIBLE COMPENSATION


                    Section
4.01 Participation. Participation in the Plan shall be limited to executives who


	
 

	
 

	
 


	
 

	
(a)

	
meet such eligibility
 criteria as the Executive Committee shall establish from time to time, 


	
 

	
 

	
 


	
 

	
(b)

	
in the case of deferral of
 Base Salary, are individuals whose compensation may be subject to the
 deductibility limitations of Section 162(m) of the Internal Revenue Code, as
 amended, and 


	
 

	
 

	
 


	
 

	
(c)

	
elect to Participate in
 the Plan by filing a Participation Agreement or a Stock Option Gain Agreement
 with the Administrative Committee. A Participation Agreement must be filed 


	
 

	
 

	
 


	
 

	
 

	
(i) with respect to an
 Annual Incentive Award, prior to the December 1st immediately preceding the
 Plan Year with respect to which the award relates and


	
 

	
 

	
 


	
 

	
 

	
(ii) with respect to a CIU
 Award, prior to the December 1st that occurs during the year prior to the
 last year of the performance period to which the award relates.


	
 

	
 


	
 

	
Prior to January 1, 2001,
 the term “PBC award” was used to describe the annual incentive award that
 could be offered under the Plan. The Participation Agreement for deferral of
 awards and CIU Awards that would otherwise be payable in 1997 was required to
 be filed no later than December 1, 1996. The Administrative Committee shall
 have the discretion to establish special deadlines regarding the filing of
 Participation Agreements for specified groups of Participants.


	
 

	
 


	
                    Section
 4.02
 Contents of Participation Agreement. Each Participation Agreement shall
 set forth:


	
 

	
 

	
 


	
 

	
 

	
(i) the Deferred Amount,
 expressed as either a dollar amount or a percentage of the total Eligible
 Compensation for





129







	
 

	
 

	
 


	
 

	
 

	
such Plan Year or
 performance period; provided, that the minimum Deferred Amount for any
 Plan Year or performance period shall not be less than $2,000;


	
 

	
 

	
 


	
 

	
 

	
(ii) the In-Service
 Distribution Date(s) and/or Deferral Period for portions, or all, of the
 Deferred Amount, which is not to be less than three years,


	
 

	
 

	
 


	
 

	
 

	
(iii) the Form of Payment
 for In-Service Distributions and Retirement distribution;


	
 

	
 

	
 


	
 

	
 

	
(iv) investment selections
 made by the Participant in hypothetical investment funds under the Plan; and


	
 

	
 

	
 


	
 

	
 

	
(v) and any other item
 determined to be appropriate by the Administrative Committee.





                    Section
4.03 In-Service
Distributions. An
In-Service Distribution election shall pertain to such portion of the Deferred
Amount as elected by the Participant and shall cause a Fund Sub-Account or an
Option Sub-Account, as the case may be, to be established (unless such
Sub-Account already exists), to which such portion of Deferred Amount shall be
credited. In the event an In-Service Sub-Account has already been established
for the In-Service Distribution Date referred to in the deferral election, such
portion of the Deferred Amount shall be credited to the existing In-Service
Sub-Account. 


	
 

	
 

	
 


	
 

	
(a)

	
A Participant may maintain
 up to four (4) Fund Sub-Accounts and an unlimited number of Option
 Sub-Accounts. 


	
 

	
 

	
 


	
 

	
(b)

	
The minimum Deferral
 Period for an In-Service Distribution is three years. 


	
 

	
 

	
 


	
 

	
(c)

	
A Participant may change
 an In-Service Distribution Date or Form of Payment once only, as follows: 


	
 

	
 

	
 


	
 

	
 

	
(i) An In-Service
 Distribution Date extension may be requested by submitting a new Participation
 Agreement or such other form as may be provided for In­Service Distribution
 Date extensions by the Administrative Committee (or completing and
 electronically submitting the appropriate screen on the Participant website,
 when available) at any time, so long as the date that such form is submitted
 is at least twelve (12) months prior to the In-Service Distribution Date
 being extended; and


	
 

	
 

	
 


	
 

	
 

	
(ii) The In-Service
 Distribution Date may be extended to a subsequent year (and must be extended
 by at least one year), but it may not be accelerated (made to occur sooner
 than the original date). An extension of an In-Service Distribution Date
 corresponding to an Option Sub-Account will not extend the Option term.


	
 

	
 

	
 


	
 

	
 

	
(iii) In-Service
 Distribution Dates corresponding to Fund Sub-Accounts may be cancelled, even
 after an extension. A cancellation of such an In-Service Distribution Date
 shall cause the Fund Sub-Account associated with it to be combined with the
 Retirement Sub-Account.


	
 

	
 

	
 


	
 

	
 

	
(iv) In-Service Distribution
 Dates corresponding to Option Sub-Accounts may not be cancelled.


	
 

	
 

	
 


	
 

	
 

	
(v) Extending or canceling
 an In-Service Distribution Date in accordance with the Plan is specific to
 the In-Service Distribution to which it refers, and shall not affect other
 In-Service Distribution Dates or the ability of the Participant to make new
 In-Service Distribution elections with respect to new Deferred Amounts
 (except to the extent the maximum number of In-Service Fund Sub-Accounts are
 already established).


	
 

	
 

	
 


	
 

	
 

	
(vi) With the exception
 that Fund Sub-Account cancellations do not count as a change, only one change
 may be made for each In Service Sub-Account. More than one change (that is
 otherwise permitted under the Plan) may be made if made concurrently with
 other permissible changes (e.g. a Form of Payment change may be made in the
 same request as a request for a date extension). If made separately, any
 change (other than a cancellation of a Fund Sub-Account) constitutes a change
 to the In-Service Distribution and thereby extinguishes a Participant’s right
 to request any additional change at another time.


	
 

	
 

	
 


	
 

	
(d)

	
Any portion of a Deferred
 Amount not credited to an Fund Sub-Account or an Option Sub-Account will be
 credited to the Retirement Sub-Account. 


	
 

	
 

	
 


	
 

	
(e)

	
The Participation
 Agreement shall also indicate the Participant’s Form of Payment election for
 each In-Service Distribution Date. Permitted payment schedules for In-Service
 Distributions are a single lump sum or five (5) annual installment payments. 





130







	
 

	
 

	
 


	
 

	
(f)

	
In-Service Distributions
 corresponding to Fund Sub-Accounts shall be accelerated in the event of
 Retirement or Termination of Employment. In the event Retirement occurs prior
 to an In-Service Distribution Date, or prior to the completion of payment of
 an In-Service Distribution (in the case of installment payments) with respect
 to an Fund Sub-Account, the remaining balances in the Fund Sub-Accounts shall
 be added to the Retirement Sub-Account. Payments shall thereafter be made by
 the Company in accordance with Plan provisions regarding Retirement or
 Termination of Employment, as the case may be. 


	
 

	
 

	
 


	
 

	
(g)

	
In-Service Distributions
 corresponding to In-Service Option Sub-Accounts shall not be accelerated in
 the event of Retirement, but shall be accelerated in the event of Termination
 of Employment, death, or Disability prior to Retirement. 


	
 

	
 

	
 


	
                    Section
 4.04 Options and Deferral Periods. 


	
 

	
 

	
 


	
 

	
(a)

	
A Participant may allocate
 a portion, or all, of a Deferred Amount to options, if such hypothetical
 investment is made available by the Executive Committee (see Section
 7.02(c)). When a Participant allocates Deferred Amounts to Options, the
 Participant must elect a Deferral Period, which must be at least three years
 but no more than ten years beginning on the date the Deferred Amount (or last
 installment of the Deferred Amount in the case of salary), is credited to the
 Deferral Account. The Deferral Period will also determine the term of the
 Option; however, if the minimum Deferral Period of three years is chosen,
 then the Option term will be four years. 


	
 

	
 

	
 


	
 

	
(b)

	
The allocation to Options
 and establishment of a corresponding Deferral Period creates an Option
 Sub-Account. There is no limit on the number of Option Sub­Accounts which a
 Participant may maintain. 


	
 

	
 

	
 


	
 

	
(c)

	
Option Sub-Accounts
 established prior to January 1, 2004 will be accelerated and combined with
 Retirement payments in progress (or, if none, then paid in accordance with
 the Participant’s Fonn of Payment election for the Option Sub-Account) in the
 event of exercise of the Option following Retirement. For Option Sub-Accounts
 established on or after January 1, 2004, Option Sub-Account distributions
 shall not be accelerated due to Retirement or exercise of the Option
 following Retirement. 





                    Section
4.05 Changes to Participation Agreement. Provisions
of a Participation Agreement pertaining to the amount and source (e.g. salary,
specific award, etc.) of Deferred Amounts may not be amended or revoked after
the beginning of the Plan Year to which they pertain. Changes to the In-Service
Distribution Dates, and Form of Payment elections for In-Service Distributions
and Retirement distributions may be made in accordance with provisions in
applicable Sections of the Plan. 


                    Section
4.06 Reduction in Deferred Amount for Tax
Withholding. The foregoing provisions of this Article IV
notwithstanding, in the event a Participant’s deferral election results in
insufficient non-deferred compensation from which to withhold taxes in
accordance with applicable law, the Deferred Amount shall be reduced as
necessary to allow the Company to satisfy tax withholding requirements. 


ARTICLE V


STOCK OPTION GAIN DEFERRALS


                    Section
5.01 In
General. Subject to provisions of this Article V, .Participants may
elect to defer receipt and distribution of the gain related to Gain Shares
until the end of an elected Deferral Period by filing with the Administrative
Committee a Stock Option Gain Agreement. The stock option gain deferral
features of the Plan are effective for deferral elections made on or after
September 14, 1998. The deferral of gain related to Gain Shares, as described
in Article V and other related provisions of the Plan, shall be available only
to Participants who are employees of the Company at the time the Participant
files a Stock Option Gain Agreement. 



                    Section
5.02
Timing of Filing Stock Option Gain Agreement. A Stock Option Gain
Agreement must be filed at least six months prior to the Date of Exercise,
prior to the calendar year in which occurs the Date of Exercise and no later
than the day before the first day of the six month period ending on the Option
Expiration Date.  


                    Section
5.03 Contents
of Stock Option Gain Agreement. Each Stock Option Gain Agreement
shall set forth: (i) the number of Option Shares to be exercised in connection
with the deferrals hereunder; (ii) the date of grant of the Option Shares;
(iii) the Deferral Period, which is not to be less than three years; (iv) the
Form of Payment; and (v) any other item determined to be appropriate by the
Administrative Committee. A Participant may elect to defer gain on Option
Shares in increments of 25%, 50%,


131






75% or 100% of the number of
Option Shares awarded on a particular date of grant. 



                    Section
5.04 Manner
of Exercising Option Shares. A Participant who desires to exercise
an Option and to defer current receipt and distribution of the gain related to
Gain Shares must follow the procedures and requirements that are applicable to
the Option under the Pitney Bowes Stock Plan as amended and restated, January
1, 2002, including the procedures and requirements relating to the exercise of
an Option; provided, however, that in the case of a deferral of Gain Shares
under this Plan, the Participant shall only be permitted to tender
Consideration Shares to pay the entire exercise price for any exercised Option.
Notwithstanding the foregoing, the Administrative Committee may in its
discretion accept the Participant’s attestation that he or she owns the number
of Consideration Shares necessary to effectuate the stock swap contemplated
hereunder. The attestation method or any other procedure accepted by the
Administrative Committee shall be consistent with applicable legal authority
regarding the tax - free treatment of such a transaction.  


                    Section
5.05
Determination of Gain Shares. Upon exercise of an Option, the gain
of which the Participant has elected to defer hereunder, Gain Shares resulting
from such exercise shall be determined as follows: (i) the aggregate exercise
price for all exercised Option Shares shall be determined; (ii) the number of
Consideration Shares needed to pay the exercise price for such Option Shares
shall be determined; (iii) the difference between the number of exercised
Option Shares and the number of Consideration Shares shall be the number of
Gain Shares resulting from such exercise. Any fractional Gain Share that
results from the computations hereunder shall be rounded up to the nearest
whole number. 


                    Section
5.06
Conversion of Gain Shares to Phantom Stock Units. As of the Date of
Exercise, Gain Shares shall be converted to Phantom Share Units by dividing the
amount of the aggregate Fair Market Value of the Gain Shares as of the Date of
Exercise by the Fair Market Value of one share of Common Stock as of the Date
of Exercise. The resulting number of Phantom Share Units shall be credited to
the Participant’s Gain Share Account. Any fractional Phantom Share Unit that
results from the computations hereunder shall be rounded up to the nearest
whole number. 



                    Section
5.07 Changes
to the Stock Option Gain Agreement. A Stock Option Gain Agreement
may not be amended or revoked after the day on which it is filed with the
Administrative Committee, except that the Deferral Period may be extended if an
amended Stock Option Gain Agreement is filed with the Administrative Committee
at least one full calendar year before the Deferral Period (as in effect before
such amendment) ends; provided, that only one such amended Stock Option
Deferral Agreement may be filed with respect to each Agreement.  


                    Section
5.08 Failure
to Properly Exercise. If a Participant who has made a valid election
under this Article V to defer the gain related to Gain Shares and if the Option
expires without a proper exercise of the Option by the Participant or if the
Participant fails to properly tender the Consideration Shares by the last day
of the Option term, the Participant shall forfeit any opportunity to exercise
the Option and the Option shall be cancelled as of the end of the last business
day of the Option term. 


ARTICLE VI


DEFERRAL OF ELIGIBLE COMPENSATION AND GAIN SHARES


                    Section
6.01 Elective
Deferred Incentive Compensation. The Deferred Amount of a
Participant with respect to each Plan Year of participation in the Plan shall
be credited by the Administrative Committee to the Participant’s Deferral
Account or Sub-Account as and when such Deferred Amount would otherwise have
been paid to the Participant. To the extent that the Company is required to
withhold any taxes or other amounts from the Deferred Amount pursuant to any
state, Federal or local law, such amounts shall be taken out of compensation to
the Participant that is not deferred under this Plan. In the event a
Participant’s deferral election results in insufficient non-deferred
compensation from which to withhold taxes in accordance with applicable law,
the Deferred Amount shall be reduced as necessary to allow the Company to
satisfy tax withholding requirements. 


                    Section
6.02 Vesting
of Accounts. Except as provided in Section 8.06, a Participant shall
be 100% vested in his/her Account at all times. 


                    Section
6.03 Gain
Shares. The gain from the exercise of the Option which the
Participant elects to defer under the Plan as Phantom Share Units shall be
credited by the Administrative Committee to the Participant’s Gain Share Account
as of the Date of Exercise. 


132






ARTICLE VII


MAINTENANCE AND INVESTMENT OF ACCOUNTS


                    Section
7.01 Maintenance of Accounts. A
Deferral Account and a Gain Share Account, shall be separately maintained for
each Participant in accordance with their Participation Agreements and Stock
Option Gain Agreements. A Participant’s interest in his/her Account, and all
Sub-Accounts, shall be comprised of the deemed investments in the deemed
investment funds offered under the Plan (including the Phantom Share Fund);
provided, however, the Gain Share Account shall only reflect the Participant’s
interest in the Phantom Share Fund. A Participant’s Account or Sub-Account
shall be utilized solely as a device for the measurement and determination of the
amounts to be paid to the Participant pursuant to this Plan, and shall not
constitute or be treated as a trust fund of any kind. Accounts and Sub-Accounts
shall be valued daily and balances shall be available on the Participant web
site and in quarterly statements sent to Participants. For purposes of
distributions, the Administrative Committee shall determine the balance of each
Account, and Sub-Account, as of each Valuation Date. 


                    Section
7.02 Investment Choices. 


	
 

	
 

	
 


	
 

	
(a)

	
Subject to Section
 7.02(d), the Executive Committee shall permit the Participant to elect to
 have his/her Deferred Amounts and Deferral Account deemed to be invested in
 one or more of the deemed investment funds offered under the Plan, selecting
 among the investment choices, as determined by the Executive Committee from
 time to time, and in accordance with such rules, regulations and procedures
 as the Executive Committee may establish from time to time. A Participant may
 elect different hypothetical investment funds for each Sub-Account.
 Notwithstanding anything to the contrary herein, earnings and losses based on
 a Participant’s investment elections shall begin to accrue as of the date
 such Participant’s Deferred Amounts are credited to his/her Deferral Account
 or Sub-Account(s); provided, however, that with respect to a Participant who
 is participating in the Plan as a “PBJP-like” employee whose incentive award
 is determined on other than an annual basis, Deferred Amounts shall not be
 considered to be invested until January 1 following the Plan Year to which
 the Deferred Amount relates. Upon the Termination of Employment of a
 Participant who is participating in the Plan as a “PBC-like” employee,
 amounts credited to his/her Deferral Account for which earnings or losses have
 not begun to accrue as provided herein at the time of such Termination of
 Employment shall be paid Deferred Amount in cash in one lump sum without
 regard to any earnings or losses. Notwithstanding anything to the contrary in
 this Plan, if a Change of Control occurs within three years of the initial
 crediting of such Deferred Amounts to the Deferral Account, the net
 cumulative earnings with respect to such Deferred Amounts shall be based on
 the greater of (i) rate of return based on the actual investment elections of
 the Participant and (ii) the rate of return corresponding to the MaNY Money
 Market Fund Rate of Return or such other competitive money market fund rate
 designated by the Executive Committee, in its sole discretion. 


	
 

	
 

	
 


	
 

	
(b)

	
(i) Phantom Share Units
 shall be deemed to be invested in shares of Common Stock and shall comprise
 the Phantom Share Fund. Deferred Amounts that are deemed to be invested in
 the Phantom Share Fund and Gain Shares shall be converted into Phantom Share
 Units based upon the Fair Market Value of the Common Stock on the date(s) the
 Deferred Amounts or Gain Shares are to be credited to the Deferral Account or
 Gain Share Account, as the case may be. Gain Shares shall be converted into
 Phantom Stock Units in accordance with Section 5.06. Amounts allocated to the
 Gain Share Account shall remain hypothetically invested in the Phantom Share
 Fund at all times.


	
 

	
 

	
 


	
 

	
 

	
(ii) The portion of any
 Deferral Account that is invested in the Phantom Share Fund and the entire
 portion of the Gain Share Account shall be credited, as of each Valuation
 Date, with additional Phantom Share Units related to cash dividends paid on
 the Common Stock with record dates during the period beginning on the day
 after the most recent preceding Valuation Date and ending on such Valuation
 Date, as follows. The credit shall be for a number of Phantom Share Units
 equal to the amount of the aggregate deemed dividend payments on the Phantom
 Share Units as of the record date, divided by the Fair Market Value of one
 share of Common Stock determined as of the record date, rounded up to the
 next whole share.


	
 

	
 

	
 


	
 

	
 

	
(iii) In the event of a
 stock dividend, split-up or combination of the- Common Stock, merger,
 consolidation, reorganization, recapitalization, or other change in the
 corporate structure or capitalization affecting the Common Stock, such that
 an adjustment is determined by the Executive Committee to be appropriate in
 order to prevent dilution or enlargement of the benefits or potential
 benefits intended to be made available under this Plan, then the Executive
 Committee may make appropriate adjustments to the number of Phantom Share
 Units credited to the Deferral Account and Gain Share Account. The
 determination of the Executive Committee as to such adjustments, if





133






	
 
	
 
	
 

	 	 	any, to be made shall be conclusive.
	 	 	 
	
 
	
 
	
  (iv) Notwithstanding any
 other provision of this Plan, the Executive Committee shall adopt such
 procedures as it may determine are necessary to ensure that with respect to
 any Participant who is actually or potentially subject to Section 16(b) of
 the Securities Exchange Act of 1934, as amended, the crediting of deemed
 shares to his or her Deferral Account and Gain Share Account is not deemed to
 be a non­exempt purchase for purposes of such Section 16(b), including
 without limitation requiring that no shares of Common Stock or cash relating
 to such deemed shares may be distributed for six months after being credited
 to such Deferral Account or Gain Share Account, as the case may be. This Plan
 will conform in all relevant respects to the provisions of Sarbanes-Oxley Act
 of 2002.

	
 
	
 
	
 

	
 
	
(c)
	
The Executive Committee
 may authorize Options as an investment choice under the Plan. The terms and
 conditions under which Options may be made available as an investment choice
 shall be determined and communicated by the Executive Committee to
 Participants from time to time. Any Options issueable under the Plan will be
 made pursuant to the Pitney Bowes Stock Plan, as amended and restated,
 January 2002. For purposes of determining the value of Options at the time of
 grant, the Executive Committee shall use the method of fair market value used
 for other grants under the Pitney Bowes Stock Option Plan as amended and
 restated, January 2002. 0ptions shall not be a permitted investment choice
 with respect to the deferral of Base Salary under the Plan. 

	
 
	
 
	
 

	
 
	
(d)
	
Except with respect to
 retirees who exercise Options after retirement based on deferrals made before
 January 1, 2003, no deemed investment return under the Plan shall be
 allocated to Option Sub-Accounts, prior to the last day of the Deferral
 Period pertaining to the Option Sub-Account. Upon the expiration of the
 Deferral Period, the Participant shall receive a distribution equal to the
 original Deferred Amount allocated to the Option, unless he or she has
 exercised the right to extend the Distribution Date ­pursuant to Section
 4.03(c) of the Plan, in which case he/she shall be entitled to elect to have
 his/her Deferred Amounts related to the granting of such Options deemed to be
 invested in one or more of the hypothetical investment funds offered under
 the Plan effective as soon as practicable following the end of the original
 Deferral Period. 




                    Section
7.03 Statement of Accounts. The
Administrative Committee shall submit to each Participant quarterly statements
of his/her Account, in such form as the Administrative Committee deems
desirable, setting forth the balance to the credit of such Participant in
his/her Deferral Account, including Sub-Accounts, and Gain Share Account as of
the end of the most recently completed quarter. 


ARTICLE VIII


BENEFITS


                    Section
8.01 Time
and Form of Payment for In-Service Distributions and Gain Share Account
Distributions. 


	
 

	
 

	
 


	
 

	
(a)

	
At the end of the Deferral
 Period, the Company shall pay to the Participant the balance of the Fund
 Sub-Account, Option Sub-Account, or Gain Share Account, as the case may be,
 in accordance with the most current valid Form of Payment election pertaining
 to that Sub-Account or Gain Share Account on file with the Administration·
 Committee or, if none, then as a single lump sum. If the Deferral Period was
 extended, then the Company shall pay to the Participant the balance of the
 Sub-Account as soon as administratively practicable following the end of the
 extended Deferral Period in accordance with the Form of Payment election made
 by the Participant or, if none, then in a single lump sum. Amounts allocated
 to the Gain Share Account shall only be paid in the form of actual shares of
 Common Stock in one lump sum or installments in accordance with the
 Participant’s Stock Option Gain Agreement and applicable provisions of
 the Plan. 


	
 

	
 

	
 


	
 

	
(b)

	
The most recent
 Participation Agreement or Stock Option Gain Agreement, as the case may be,
 making Form of Payment elections which is filed with the Administrative
 Committee at least twelve (12) months prior to an In-Service Distribution or
 Stock Option Gain distribution shall supersede all previous and subsequent
 Participation Agreements or Stock Option Gain Agreements, as the case may be,
 on file and the entire amount in the Participant’s Sub-Account shall be
 distributed in accordance with such Form of Payment elections; provided,
 however, that only a subsequent Stock Option Gain Agreement can supersede a
 prior Stock Option Gain Agreement and cannot supersede a prior Participation
 Agreement, and vice versa. 




                    Section
8.02 Time
and Form of Payment for Retirement Distributions. 


134








	
 

	
 

	
 


	
 

	
(a)

	
In the event of
 Retirement, the Company shall distribute an amount equal to the balance in
 the Retirement Sub-Account together with remaining unpaid balances in all
 In-Service Sub-Accounts which do not correspond to Option Sub-Accounts
 (determined as of the applicable Valuation Date) to the Participant as soon
 as administratively practicable following the first day of the month
 following the date of Retirement in accordance with the most recent Form of
 Payment election made by the Participant which was filed at least twelve (12)
 months prior to the date of Retirement, or if none, then in five (5) annual
 installments. 


	
 

	
 

	
 


	
 

	
(b)

	
Notwithstanding Section
 8.02 (a) hereof, and in accordance with Section 4.04 (c) hereof, a
 Participant who meets the definition of Retirement who has been granted Options
 pursuant to Section 7.02 (c) hereof in connection with Deferred Amounts
 prior to January 1, 2004 shall have that portion of his/her Deferral Account
 that relates to the granting of such Options distributed at the earlier of
 (i) the Date of Exercise of such Options and (ii) the last day of the Option
 term. A Participant who meets the definition of Retirement who has been
 granted Options pursuant to Section 7.02 (c) hereof in connection with
 Deferred Amounts and who has established Option Sub-Accounts on or after
 January 1, 2004 shall have the balance of such Option Sub-Accounts
 distributed at the end of the Option term in accordance with distribution
 provisions in the Plan notwithstanding an earlier exercise of the Option.
 Such Deferred Amounts shall be distributed in accordance with the Form of
 Payment elected by the Participant in his/her Participation Agreement or with
 applicable provisions of the Plan; provided, however, that if the Deferred
 Amounts are to be distributed in installments, the Deferred Amounts related
 to the granting of Options shall be entirely distributed over the remaining
 installment schedule for Retirement distributions commencing with the next
 following installment payment due under the installment schedule. Any lump
 sum payment shall be paid as soon as practicable following the Date of
 Exercise of the Options or the last day of the Option term, as the case may
 be. 


	
 

	
 

	
 


	
                    Section
 8.03
 Time and Form of Payment for Distributions Upon Termination of Employment.
 In the event of a Termination of Employment, the Company shall pay the
 balance in the Retirement Sub-Account and the remaining balance in any
 In-Service Sub­Accounts, valued as of the applicable Valuation Date, to the
 Participant in a single lump sum as soon as administratively practicable
 following the date of Termination of Employment. 


	
 

	
 

	
 


	
                    Section
 8.04
 Time and Form of Payment for distributions upon death or Disability.
 In the event of death or Disability prior to Retirement or Termination of
 Employment, the Company shall pay the entire Deferral Account balance,
 including all remaining Sub-Account balances in a single lump sum to the
 Participant (in the event of Disability) or to the Beneficiary (in the event
 of death). In the event of death or Disability after Retirement, the Company
 shall continue to pay benefits in the same amounts and at the same time(s) as
 if the Participant had not died or become disabled; except that, in the case
 of death, such payments shall be paid to the Beneficiary. 


	
 

	
 

	
 


	
                    Section
 8.05 Miscellaneous Distribution Provisions. The foregoing
 provisions of this Article VIII notwithstanding: 


	
 

	
 

	
 


	
 

	
(a)

	
if a Participant has
 elected to receive a distribution in the form of a full or partial lump sum,
 the Administrative Committee may in its discretion distribute all or a
 portion of the Deferred Amounts deemed to be invested in the Phantom Share
 Fund in the form of actual shares of Common Stock. Installment payments from
 the Deferral Account shall only be paid in cash. All full or partial lump sum
 distributions hereunder will be made as soon as practicable following· the
 In-Service Distribution Date, end of the Deferral Period, date of Retirement,
 date of Termination of Employment, or Death as the case may be, based on the
 most recent Valuation Date as of the distribution triggering event. 


	
 

	
 

	
 


	
 

	
(b)

	
If the Participant has
 elected to receive payments in installments, each payment shall consist of an
 amount equal to (i) the balance of the Deferral Account, as of the most
 recent Valuation Date preceding the payment date times (ii) a fraction, the
 numerator of which is one and the denominator of which is the number of
 remaining installments (including the installment being paid). The first such
 installment shall be paid as soon as practicable after the distribution
 triggering event (e.g. In-Service Distribution Date, end of the Deferral
 Period, Retirement, etc.) as the case may be, and each subsequent installment
 shall be paid on or about the anniversary of such first payment. In the case
 of the In-Service and Retirement Sub-Accounts, each such installment shall be
 deemed made on a pro rata basis from each of the different deemed investments
 of such Sub-Accounts (if there is more than one such deemed investment). 


	
 

	
 

	
 


	
 

	
(c)

	
In the event the balance
 in the Deferral Account (including all Sub-Accounts) is less than $50,000 at
 the time of the initial valuation immediately prior to the beginning of a
 Retirement distribution, then the Administrative Committee, in its sole
 discretion, may ignore the Form of Payment election made by the Participant
 and pay the benefit in a single lump sum. 





135






                    Section
8.06 Hardship Withdrawals. Notwithstanding
the provisions of Section 8.01 and any Participation Agreement or Stock Option
Gain Agreement, as the case may be, a Participant shall be entitled to request
early payment of all or part of the balance in his/her Deferral Account and
Gain Share Account in the event of an Unforeseeable Emergency, in accordance with
this Section 8.06. A distribution pursuant to this Section 8.06 may only be
made to the extent reasonably needed to satisfy the Unforeseeable Emergency
need, and may not be made if such need is or may be relieved (i) through
reimbursement or compensation by insurance or otherwise, (ii) by liquidation of
the Participant’s assets to the extent such liquidation would not itself cause
severe financial hardship, or (iii) by cessation of participation in the Plan.
An application for an early payment under this Section 8.06 shall be made to
the Administrative Committee in such form and in accordance with such
procedures as the Administrative Committee shall determine from time to time.
The determination of whether and in what amount and form a distribution will be
permitted pursuant to this Section 8.06 shall be made by the Administrative
Committee. Distributions shall be made from In-Service and Option Sub­Accounts
and Gain Share Accounts (beginning with the most distant) and then from the
Retirement Sub-Account. 


                    Section
8.07 Voluntary Early Withdrawal. Notwithstanding
the provisions of Section 8.01 and any Participation Agreement or Stock Option
Gain Agreement, a Participant shall be entitled to elect to withdraw all of the
balances in his/her Deferral Account and Gain Share Account in accordance with
this Section 8.07 by filing with the Administrative Committee such forms, in
accordance with such procedures, as the. Administrative Committee shall
determine from time to time. As soon as practicable after receipt of such form
by the Administrative Committee, the Company shall pay an amount equal to
ninety percent of the balance in such Participant’s Deferral Account(s) and
ninety percent of any Gain Shares allocated to the Gain Share Account (determined
as of the most recent Valuation Date preceding the date such election is filed)
to the electing Participant in a lump sum in cash, or actual shares of Common
Stock in the case of the Gain Share Account, and the Participant shall forfeit
the remainder of such Deferral Account or Gain Share Account, as the case may
be. The most recent Participation Agreement or the Stock Option Gain Agreement
previously filed by a Participant who elects to make a withdrawal under this
Section 8.07 shall be null and void as a result of a voluntary early withdrawal
hereunder (including without limitation a Participation Agreement or the Stock
Option Gain Agreement, as the case may be, with respect to Plan Years or
performance periods that have not yet been completed). A Participant who does
not have a Participation Agreement or Stock Option Gain Agreement on file at
the time of the voluntary early withdrawal request shall not be permitted to
file an additional Participation Agreement or Stock Option Gain Agreement for
one year following the last day of the deferral election period immediately
following the voluntary early withdrawal request. Distributions shall be made
from In-Service or Option Sub-Accounts and Gain Share Accounts (beginning with
the most distant) and then from the Retirement Sub-Account. 


                    Section
8.08 Payments
in Connection with Change of Control. Notwithstanding anything
contained in this Plan to the contrary, upon a Change of Control, the Company
shall immediately pay to each Participant in a lump sum in cash the balance in
his/her Deferral Account or in actual shares of Common Stock in the case of the
Gain Share Account (determined as of the most recent Valuation Date preceding
the Change of Control). 


                    Section
8.09 Withholding
of Taxes. Notwithstanding any other provision of this Plan, the
Company shall withhold from payments made hereunder any amounts required to be
so withheld by any applicable law or regulation. 


                    Section
8.10 Modification
of Payment Schedule. Notwithstanding anything herein to the
contrary, the Committee may in its sole and exclusive discretion modify the
method and timing of payment of Deferred Amounts as previously elected by the
Participant based on circumstances it has identified as being in the best
interests of the Company. 


ARTICLE IX


BENEFICIARY DESIGNATION


                    Section
9.01 Beneficiary
Designation. Each Participant shall have the right, at any time, to
designate any person, persons or entity as his Beneficiary or Beneficiaries to
receive the balance of his or her Account upon the Participant’s death. A
Beneficiary designation shall be made, and may be amended, by the Participant
by filing a written designation with the Administrative Committee, on such form
and in accordance with such procedures as the Administrative Committee shall
establish from time to time. 


                    Section
9.02 No
Beneficiary Designation. If a Participant fails to designate a
Beneficiary as provided above, or if all designated Beneficiaries predecease
the Participant, then the Participant’s Beneficiary shall be deemed to be the
Participant’s estate. 


136






ARTICLE X


AMENDMENT AND TERMINATION OF PLAN


                    Section
10.01 Amendment. The Board or
the Executive Committee may at any time amend this Plan in whole or in part,
provided, however, that no amendment shall be effective to decrease the balance
in any Account as accrued at the time of such amendment, nor shall any
amendment otherwise have a retroactive effect except if such retroactivity does
not cause a materially adverse financial effect. 


                    Section
10.02 Company’s Right to Terminate. The
Board or the Executive Committee may at any time terminate the Plan with
respect to future Participation Agreements and Stock Option Gain Agreements.
The Board or the Executive Committee may also terminate the Plan in its
entirety or in part at any time for any reason, including without limitation
if, in its judgment, the continuance of the Plan, the tax, accounting, or other
effects thereof, or potential payments thereunder would not be in the best
interests of the Company, and upon any such termination, the Company shall
immediately pay to each Participant in a lump sum the accrued balance in his
Account (determined as of the most recent Valuation Date preceding the
termination date). 


ARTICLE XI


MISCELLANEOUS


                    Section
11.01 Unfunded
Plan. This Plan is intended to be an unfunded plan maintained
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees, within the meaning of Section
401 of ERISA. All payments pursuant to the Plan shall be made from the general
funds of the Company and no special or separate fund shall be established or
other segregation of assets made to assure payment. No Participant or other
person shall have under any circumstances any interest in any particular
property or assets of the Company as a result of participating in the Plan.
Notwithstanding the foregoing, the Company may (but shall not be obligated to)
create one or more grantor trusts, the assets of which are subject to the
claims of the Company’s creditors, to assist it in accumulating funds to pay
its obligations under the Plan. 


                    Section
11.02 Nonassignability.
Except as specifically set forth in the Plan with respect to the designation of
Beneficiaries, neither a Participant nor any other person shall have any right
to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise
encumber, transfer, hypothecate or convey in advance of actual receipt the
amounts, if any, payable hereunder, or any part thereof, which are, and all
rights to which are, expressly declared to be unassignable and non-transferable.
No part of the amounts payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any other person, nor be
transferable by operation of law in the event of a Participant’s or any other
person’s bankruptcy or insolvency. 


                    Section
11.03 Validity
and Severability. The invalidity or unenforceability of any
provision of this Plan shall not affect the validity or enforceability of any
other provision of this Plan, which shall remain in full force and effect, and
any prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. 


                    Section
11.04 Governing
Law. The validity, interpretation, construction and performance of
this Plan shall in all respects be governed by the laws of the State of
Connecticut, without reference to principles of conflict of law, except to the
extent pre-empted by federal law. 


                    Section
11.05
Employment Status. This Plan does not constitute a contract of
employment or impose on the Participant or the Company any obligation for the
Participant to remain an employee of the Company or change the status of the
Participant’s employment or the policies of the Company and its affiliates
regarding termination of employment. 


                    Section
11.06 Underlying
Incentive Plans and Programs. Nothing in this Plan shall prevent the
Company from modifying, amending or terminating the compensation or the
incentive plans and programs, including the Pitney Bowes Inc. Key Employees’
Incentive Plan pursuant to which cash awards are earned and which are deferred
under this Plan and the Pitney Bowes Stock Option Plan as amended and restated,
January, 2002 


                    Section
11.07 Severance. Notwithstanding
anything to the contrary herein the Executive Committee may, in its sole and
exclusive discretion, determine that the Accounts of a Participant who has
incurred a Termination of Employment and who receives or will receive severance
payments from the Company shall be paid in installments, at such intervals as
the Executive Committee may decide. 


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                    Section
11.08 Termination of Employment. Upon
Termination of Employment, Disability or death, a Participant shall forfeit all
rights and entitlements to actively participate in the Plan, including the
opportunity to make further deferral elections of Eligible Compensation, gain
on related Gain Shares, direction of deemed investment funds and any other
activities offered to active Participants, unless the Administrative Committee
in its sole discretion decides otherwise. 


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