EXHIBIT (i)-(10)(d)


PITNEY BOWES INC.


KEY EMPLOYEES INCENTIVE PLAN


(As Amended and Restated: October 1, 2007)


1. PURPOSE 


	
 

	
 


	
(A)

	
The Pitney
 Bowes Inc. Key Employees Incentive Plan (the “Plan”) is designed to provide
 additional cash incentives for key employees of Pitney Bowes Inc. (the
 “Company”) and its subsidiaries and affiliates by the making of awards of
 supplemental compensation related to the achievement of certain performance
 criteria specified from time to time by the Company. It is intended that such
 awards will be given in a way designed to retain or attract, and to provide
 additional incentive to key employees in order to align their efforts with
 the Company and its stockholders. 


	
 

	
 


	
(B)

	
The Plan
 shall award short-term incentives in the form of annual cash incentives,
 long-term cash-based incentives (e.g., Cash Incentive Units), and such other
 cash incentives as the Company deems reasonable and appropriate from time to
 time (e.g., retention awards).





2. ELIGIBILITY


	
 

	
 


	
(A)

	
Key
 employees of the Company and its subsidiaries and affiliates shall be
 eligible for awards under the Plan. The Committee, as defined in Section 7,
 shall determine from time to time who is a key employee of the Company and
 its subsidiaries and affiliates.





3. AWARDS & PAYMENT 


	
 

	
 

	
 


	
(A)

	
From time to
 time, the Committee may make awards to such key employees as it determines to
 be appropriate under the terms of the Plan. All awards under the Plan shall
 be made on such terms and subject to such conditions as the Committee may
 determine, including the following:


	
 

	
 

	
 


	
 

	
(i)

	
The
 Committee shall decide who shall receive awards for the year, and shall make
 rules determining how each award is to be calculated. Awards may be made in
 cash, Units (as defined in subparagraph (ii)), or any combination thereof, as
 may, in the judgment of the Committee, be best calculated to further the
 purposes of the Plan. Awards will be granted subject to the Section 162(m)
 provisions of Section 9 of the Plan, if applicable.


	
 

	
 

	
 


	
 

	
(ii)

	
A “Unit” is
 an award which entitles the recipient to receive cash in an amount which is
 calculated based upon the business performance of the Company or any of its
 divisions, subsidiaries, or affiliates during a stated period (“Cash
 Incentive Unit or Unit”). The Company may base the Cash Incentive Unit award
 on the achievement of one or more pre-established objective performance
 measures listed in Section 9(C), or any other indicator specified by the
 Committee. The Committee shall fix the period during which such performance
 is to be measured (the “Cycle”), the time at which the value of the Units is
 to be paid, and the form of the payment to be made in respect of the Units.
 The Board may determine from time to time that a Unit award shall be settled
 in whole or in part in Company stock. The Units shall be awarded under the
 “Pitney Bowes Cash Incentive Units Program.” 


	
 

	
 

	
 


	
 

	
(iii)

	
All other
 cash awards made under the Plan, other than Units described in subparagraph
 (ii) above, are referred to as “Incentive Awards,” which shall include “Annual
 Incentive Awards” made under the Pitney Bowes Incentive Program. Incentive
 Awards may be based on a participant’s incentive target, individual
 performance, the achievement by the organization or business unit of one or
 more pre-established objective performance measures listed in Section 9(C) or
 any other measure that the Company determines appropriate to meet the
 purposes of the Plan.


	
 

	
 

	
 


	
 

	
(iv)

	
The making
 of awards under this Plan is purely discretionary on the part of the Company
 and the calculation of the award value by the Company shall be final,
 conclusive and binding on all parties. Awards made under this Plan both
 rewards past performance and incents future performance.





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(B)

	
Payments
 with respect to maturing Cash Incentive Units shall be paid between February
 1 and March 15 of the calendar year following the final year in the Cycle.
 Payments to participants who reside outside the United States shall be made
 in such currencies and such exchange rates as are consistent with the
 patterns and practices under this Plan as well as local patterns and
 practices. Annual Incentive Awards shall be paid no later than March 15 of
 the calendar year following the year for which the Incentive Awards were
 earned. All other cash awards made under this Plan shall be paid and governed
 pursuant to the terms of the written award document or notification.


	
 

	
 

	
 


	
(C)

	
The
 Committee may from time to time establish rules and procedures pursuant to
 which participants will be permitted or required to defer receipt of
 Incentive Awards or Units under the Company’s Deferred Incentive Savings
 Plan.





4. RETIREMENT, DISABILITY, DEATH, LEAVE OR
TERMINATION


	
 

	
 


	
 (A)

	
If a
 participant’s employment with the Company terminates for any reason before
 the distribution or payment of an Annual Incentive Award or a Cash Incentive
 Unit award, the award will be forfeited and will not be paid, except as
 provided in this Section or except as otherwise determined by the Committee.


	
 

	
 


	
(B)

	
Incentive
 Award. If the participant’s employment ceases on account of:








	
 

	
 

	
 


	
 

	
(i)

	
Retirement
 (or bridged to Retirement pursuant to a written severance agreement), Total
 Disablity as defined under the Company’s disability plans or because of a
 Company-approved leave of absence, the participant shall be entitled to
 payment of the Annual Incentive Award on a pro-rata basis. (“Retirement” is
 defined as age 65 with 3 years of service or age 55 or older with at least 10
 years of service, as that definition may be amended under the Pitney Bowes
 Pension Plan.) The payment will be based on the number of days the
 participant was actively employed during the performance measurement period,
 the participant’s incentive percentage based on performance targets met and
 the participant’s salary during the performance period. The payment will be
 made when the award otherwise would be paid whether or not the participant is
 actively employed at the time the payment is scheduled to be made. Actively
 employed for purposes of this Plan means the participant is physically at
 work or on a Company-approved paid leave of absence. 


	
 

	
 

	
 


	
 

	
(ii)

	
In the event
 of death during the performance year, the award will be pro-rated and paid to
 the participant’s spouse or designated beneficiary, or if none, to the
 particpant’s estate. 


	
 

	
 

	
 


	
 

	
(iii)

	
If the
 participant terminates employment under the terms of a written severance
 agreement, the Company may, in its sole discretion, provide (a) in the event
 of a nonretirement eligible employee that all or a pro-rata portion of the
 participant’s award is earned by and payable to the participant, or (b) in
 the event of a retirement eligible employee that the participant’s award will
 be paid at the time of termination from employment in lieu of when the Annual
 Incentive Award is normally paid under the program. 


	
 

	
 

	
 


	
 

	
(iv)

	
In the event
 of a sale, spin-off or outsourcing of a business or business unit, the
 Company shall determine whether eligible participants are entitled to an
 Incentive Award and the criteria to be used in calculating the award.


	
 

	
 

	
 


	
(C)

	
Cash
 Incentive Unit. If the participant’s employment ceases on account of:


	
 

	
 

	
 


	
 

	
(i)

	
Retirement
 (or bridged to Retirement pursuant to a written severance agreement), or
 Total Disability as defined under the Company’s disablity plans, the
 participant will be entitled to payment of the Cash Incentive Units on a
 pro-rated basis based on the number of full calendar months of service during
 the Cycle through the date of Retirement or Total Disability. During a paid
 leave of absence, Family Medical Leave Act of 1993 and military leaves of
 absence, and disability leave where the participant is receiving benefits
 under the Company’s disability benefit plans, the participant will be treated
 as actively employed with respect to the participant’s outstanding Cash
 Iincentive Unit awards. The payment of the Cash Incentive Unit will be made
 when the Award is otherwise paid to other eligible participants, whether or
 not the participant is actively employed at the time the payment is scheduled
 to be made. A participant will be considered actively at work if physically
 at work or on a Company-approved paid leave of absence. 


	
 

	
 

	
 


	
 

	
(ii)

	
In the event
 of death during the performance year, the award will be paid to the
 participant’s spouse or designated beneficiaries, or if none, to the
 participant’s estate. The payment will be made when the award is otherwise
 paid to other eligible participants. 





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(iii)

	
If the
 participant terminates employment under the terms of a written severance
 agreement but is not otherwise retirement eligible, Cash Incentive Units
 outstanding for 12 months or more from the date of termination will be paid
 on a pro-rated basis based on the number of full calendar months of service
 during the Cycle through the last day of work. The payment will be made when
 the award is otherwise paid to other eligible participants. Cash Incentive
 Units outstanding less than 12 months from the date of termination shall be
 forfeited. 


	
 

	
 

	
 


	
 

	
(iv)

	
In the event
 of a sale, spin-off or outsourcing of a business or business unit, Cash
 Incentive Units will be paid on a pro-rated basis based on the number of full
 calendar months of service during the Cycle through the last day of work.


	
 

	
 

	
 


	
(D)

	
Gross
 Misconduct. Notwithstanding anything in the Plan to the contrary, if the
 participant’s employment ceases on account of Gross Misconduct all awards
 made to the participant under this Plan shall be forfeited upon the date of
 the Gross Misconduct, whether or not the participant also qualifies under any
 other special class described in this Section 4 including Retirement or
 Disability. Gross Misconduct shall be defined as (i) the participant’s
 conviction of a felony (or crime of similar magnitude in non-U.S.
 jurisdictions) in connection with the performance or nonperformance of the
 participant’s duties or (ii) the participant’s willful act or failure to act
 in a way that results in material injury to the business or reputation of the
 Company or employees of the Company. The Company, in its sole discretion,
 shall determine whether there has been a Gross Misconduct and the Company’s
 determination shall be final, conclusive and binding on all parties.


	
 

	
 

	
 


	
(E)

	
The
 provisions of Section 9 will override and take precedence over the provisions
 of this Section with respect to 162(m) Covered Employees.





5. CHANGE OF CONTROL 


Notwithstanding anything in the
Plan to the contrary, if a Change of Control occurs, the following provisions
shall apply:


	
 

	
 


	
(A)

	
Annual
 Incentive Awards. A participant, who has previously been notified by the
 Company that he or she was eligible to receive an Annual Incentive Award for
 the year in which the Change of Control occurs, shall be paid a target
 incentive award for the calendar year of the Change of Control. The award
 shall be paid on the date on which Annual Incentive Awards would otherwise
 have been paid absent a Change of Control notwithstanding, except if a
 participant suffers a termination of employment on account of a Change of
 Control as defined under the Pitney Bowes Senior Executive Severance Policy,
 such participant shall be paid no later than fifteen (15) days after the
 participant terminates employment. 


	
 

	
 


	
 (B)

	
Cash
 Incentive Units. In the event of a Change of Control, all outstanding Cash
 Incentive Unit awards shall be valued at target, as established for each
 outstanding Cycle, and paid on the date on which such Cycle would otherwise
 be paid absent a Change of Control, except if a participant suffers a termination
 of employment on account of a Change of Control as defined under the Pitney
 Bowes Senior Executive Severance Policy, such participant shall be paid no
 later than fifteen (15) days after the participant terminates employment. 


	
 

	
 


	
(C)

	
For purposes
 of this Plan, a “Change of Control” and “Termination of Employment” shall be
 defined as provided in the Pitney Bowes Senior Executive Severance Policy
 from time to time. 


	
 

	
 


	
(D)

	
The
 foregoing is intended to set forth the minimum amount of Annual Incentive
 Award and Cash Incentive Unit payments that shall be made in the
 circumstances described above but are not intended to limit any additional
 payments that the Committee may desire to make as in its discretion it deems
 appropriate.


	
 

	
 


	
(E)

	
Any right to
 a payment as provided in this Section shall be a contract right of the key
 employees as herein described, enforceable against the Company, its assigns
 and successors. Upon and following the occurrence of a Change of Control, any
 decision rendered pursuant to this Section 5 may be contested by any
 claimant, and the Company agrees to pay, to the full extent permitted by law,
 all legal fees and expenses which a claimant may reasonably incur as a result
 of any contest, provided the claimant substantially prevails in the outcome
 thereof.





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6. NO ASSIGNMENT 


	
 

	
 


	
(A)

	
No award,
 and no right under any award shall be assignable, alienable, saleable, or
 transferable by a participant other than by will or by the laws of descent
 and distribution or pursuant to a qualified domestic relations order as
 defined in the Code (as defined below), or Title I of the Employee Retirement
 Income Security Act of 1974, as amended, or the rules thereunder; provided
 however, that if so determined by the Committee, a participant may in the
 manner established by the Committee, designate a beneficiary or beneficiaries
 to exercise the rights of the participant, and to receive any cash
 distributable, with respect to any award upon the death of the participant.
 Each award, and each right under any award, shall be issuable or payable only
 to the participant, or, if permissible under applicable law, to the
 participant’s guardian or legal representative or to a transferee receiving
 such award pursuant to a qualified domestic relations order referred to
 above. No award, and no right under any such award, may be pledged,
 alienated, attached, or otherwise encumbered and any purported pledge,
 alienation, attachment, or encumbrance thereof shall be void and
 unenforceable against the Company or any affiliate.


	
 

	
 


	
7. ADMINSTRATION


	
 

	
 


	
(A)

	
The Plan
 shall be administered by a committee designated by the Board of Directors to
 administer the Plan (the “Committee”) which shall consist of members of the
 Board of Directors of the Company who are “outside directors” within the
 meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended
 (the “Code”) and regulations promulgated thereunder. The Committee shall be
 composed of not less than the minimum number of outside directors from time
 to time required by Section 162(m) of the Code. 


	
 

	
 


	
(B)

	
The
 Committee may establish rules for the administration of the Plan and may make
 administrative decisions regarding the Plan and awards hereunder. The
 Committee may delegate its functions hereunder to the extent consistent with
 applicable law.


	
 

	
 


	
(C)

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


	
 

	
 


	
8. PLAN AMENDMENT AND TERMINATION
 


	
 

	
 


	
(A)

	
The
 Committee may amend, suspend, or terminate the Plan in whole or in part at
 any time, provided, however, that if in the judgment of the Committee such
 amendment or other action would have a material effect on the Plan, such
 amendment or other action must be taken by the Board of Directors of the
 Company. No amendment which would materially increase the cost of the Plan
 shall be made effective unless approved by the shareholders of the Company.
 This Plan may not be amended, suspended or terminated from and after the date
 of a Change of Control (as defined above) or in anticipation of a Change of
 Control so as to reduce or otherwise adversely affect the benefits to which
 participants in the Plan are entitled upon a Change of Control, calculated as
 of the date of the amendment, suspension or termination. Any termination of
 the Plan shall be made in accordance with the requirements of Section 409A of
 the Code, if applicable.


	
 

	
 


	
9. SECTION 162(m) 


	
 

	
 


	
(A)

	
Notwithstanding
 the foregoing, the provisions of this Section 9 shall be applicable to awards
 made under the Plan to “162(m) Covered Employees” and such awards shall be
 referred to as “162(m) Covered Awards.” (162(m) refers to the provisions of
 Section 162(m) of the Code.) 162(m) Covered Employees shall consist of
 employees in compensation Band H and above, or as such similar employees are
 designated in the future. For purposes of this Section 9 “162(m) Covered
 Employees” includes participants in the Plan who are or are expected to be,
 at the time taxable income will be realized with respect to the award,
 “covered employees” within the meaning of Section 162(m) of the Code and the
 Treasury regulations thereunder.


	
 

	
 


	
(B)

	
162(m)
 Covered Awards shall be granted subject to the achievement of one or more
 pre-established objective Performance Goals (as defined below), in accordance
 with the requirements of Code Section 162(m) applicable to “qualified
 performance-based compensation” and the procedures to be established by the
 Committee from time to time. Notwithstanding any provision of the Plan to the
 contrary, the Committee shall not have discretion to waive or amend such
 Performance Goals or to increase the amount payable pursuant to 162 (m) Covered
 Awards after the Performance Goals have been established. The Committee may,
 in its sole discretion, reduce the amount which would otherwise be payable
 with respect to any 162(m) Covered Award, provided that the Change of Control
 provisions of Section 5 shall override any contrary provisions of this
 Section 9.


	
 

	
 


	
(C)

	
“Performance
 Goals” means one or more objective performance goals, established by the
 Committee at the time an award is granted, and based upon the attainment of
 targets for one or any combination of the following criteria: operating
 income,





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revenues,
 organic revenue growth, net income, return on operating assets, gross profit,
 operating profit, earnings before interest and taxes (EBIT), earnings before
 interest, taxes, depreciation and amortization (EBITDA), return on
 investment, economic value added, earnings per share, return on stockholder
 equity, total stockholder return, total earnings, income from continuing
 operations, growth of book or market value of capital stock, stock price,
 free cash flow, adjusted free cash flow or achievement of cost control, of
 the Company or such subsidiary, division or affiliate of the Company for or
 within which the participant is primarily employed. Performance Goals also
 may be based upon attaining specified levels of Company performance based
 upon one or more of the criteria described above relative to prior periods or
 the performance of other corporations. Performance Goals shall be set by the
 Committee within the time period prescribed by Code Section 162(m).


	
 

	
 


	
(D)

	
No payment
 shall be made pursuant to a 162(m) Covered Award unless and until the
 Committee shall have certified in writing that the applicable Performance
 Goals have been attained. Amounts paid on 162(m) Covered Awards to a particular
 162(m) Covered Employee during any fiscal year of the Company shall not
 exceed the maximum amount of $4,000,000 for annual awards and $8,000,000 for
 Units.


	
 

	
 


	
10. SECTION 409A 


	
 

	
 


	
(A)

	
It is
 anticipated that payments under this Plan (except for certain Unit payments
 after a Change of Control) shall not be subject to Section 409A of the Code
 as a result of the “short-term deferral” exception set forth in applicable
 guidance. However, if and to the extent that section 409A of the Code applies
 to amounts payable under the Plan, distributions may only be made under the
 Plan upon an event and in a manner permitted by Code Section 409A. To the
 extent that any provision of the Plan would cause a conflict with any
 applicable requirements of Code Section 409A, or would cause the
 administration of the Plan to fail to satisfy the applicable requirements of
 Section 409A, such provision shall be deemed null and void. 


	
 

	
 


	
(B)

	
Notwithstanding
 anything in the Plan to the contrary, if Section 409A of the Code applies to
 the Plan and if a participant is a “specified employee,” as defined in Code
 Section 409A, payment of benefits under this Plan upon termination of
 employment shall be postponed for six months after termination of employment
 if required in order to avoid adverse taxation under Code Section 409A. If
 payment of benefits under the Plan is required to be postponed pursuant to
 Section 409A, the accumulated amounts withheld on account of Section 409A
 shall be paid in a lump sum payment within fifteen days after the end of the
 required postponement period along with interest at the Applicable Federal
 Rate short-term rate on the unpaid balance for the postponement period. If
 the participant dies during such postponement period prior to the payment of
 benefits, the amounts withheld on account of Section 409A shall be paid to
 the participant’s beneficiary determined under Section 6.








	
 

	
 


	
11. WITHHOLDING
 


	
 

	
 


	
(A)

	
All payments
 under the Plan shall be subject to applicable tax withholding under various
 taxing jurisdictions as well as various liens that are legally placed on such
 payments as determined by the Company.


	
 

	
 


	
12. CONTROLLING LAW
 


	
 

	
 


	
(A)

	
The Plan
 shall be construed and enforced according to the laws of the state of
 Connecticut, exclusive of conflict of law provisions thereof, to the extent
 not preempted by Federal law, which shall otherwise control.


	
 

	
 


	
13. OTHER PLANS; NO RIGHTS 


	
 

	
 


	
(A)

	
Nothing in
 the Plan shall prevent a participant from being included in any other
 employee benefit or stock option or purchase plan of the Company or its
 subsidiaries or affiliates, or from receiving any compensation provided by
 them. Neither the Plan nor any action taken thereunder shall be understood as
 giving any person any right to be retained in the employ of the Company or
 any subsidiary or affiliate, nor shall any person (including persons
 participating for a prior year) be entitled as of right to be selected as a
 participant in the Plan for any year.


	
 

	
 


	
14. EFFECTIVE DATE


	
 

	
 


	
(A)

	
The Plan, as
 amended and restated herein, shall become effective on October 1, 2007.





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