EXHIBIT (ii)-(10)(g)


PITNEY BOWES INC.

DEFERRED INCENTIVE SAVINGS PLAN

FOR THE BOARD OF DIRECTORS


AS AMENDED AND RESTATED 

EFFECTIVE JANUARY 1, 2009


	
 

	
 

	
 


	
ARTICLE I

	
 


	
 

	
Establishment and Purpose

	
97


	
 

	
 

	
 


	
ARTICLE II 

	
 


	
 

	
Definitions

	
97


	
 

	
 

	
 


	
ARTICLE III

	
 


	
 

	
Eligibility and
 Participation

	
100


	
 

	
 

	
 


	
ARTICLE IV

	
 


	
 

	
Deferrals

	
100


	
 

	
 

	
 


	
ARTICLE V

	
 


	
 

	
Benefits

	
101


	
 

	
 

	
 


	
ARTICLE VI

	
 


	
 

	
Modifications to Payment
 Schedules

	
103


	
 

	
 

	
 


	
ARTICLE VII

	
 


	
 

	
Valuation of Account
 Balances; Investments

	
103


	
 

	
 

	
 


	
ARTICLE VIII

	
 


	
 

	
Administration

	
104


	
 

	
 

	
 


	
ARTICLE IX

	
 


	
 

	
Amendment and Termination

	
104


	
 

	
 

	
 


	
ARTICLE X

	
 


	
 

	
Informal Funding

	
105


	
 

	
 

	
 


	
ARTICLE XI

	
 


	
 

	
General Provisions

	
105





96






ARTICLE I

Establishment and Purpose


Pitney Bowes Inc. (the
“Company”) hereby amends and restates the Pitney Bowes Inc. Deferred Incentive
Savings Plan for the Board of Directors (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. 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 the Board of
Directors for Pre-2005 Deferrals (“Grandfathered Plan”) and is
attached for reference purposes as Appendix A. 


The purpose of the Plan is
to aid Pitney Bowes Inc. in retaining and attracting capable outside directors
by providing them with savings and tax deferral opportunities. 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 the Company to pay benefits in the future. Participants in
the Plan shall have the status of general unsecured creditors of the Company.
The Plan is unfunded for Federal tax purposes and is intended to be an unfunded
arrangement 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
shall remain the general assets of the Company and shall remain subject to the
claims of the Company’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 the Company
 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. The Account will be adjusted for hypothetical gains,
 earnings, dividends, losses, distributions, withdrawals and other similar
 activity. 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

	
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).


	
 

	
 


	
2.4

	
Board. Board means the Board of Directors of
 Pitney Bowes Inc.


	
 

	
 


	
2.5

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


	
 

	
 


	
2.6

	
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 Pitney Bowes
 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) 





97






	
 

	
 


	
 

	
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. 


	
 

	
 


	
2.7

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


	
 

	
 


	
2.8

	
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. 


	
 

	
 


	
2.9

	
Committee. Committee means the Governance Committee
 of the Board of Directors. Any action authorized hereunder to be taken by the
 Committee is also authorized to be taken by the Board. 


	
 

	
 


	
2.10

	
Company. Company means Pitney Bowes Inc., its
 successors, 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.


	
 

	
 


	
2.11

	
Compensation. Compensation means any cash remuneration
 payable by the Company to a Participant for service on the Board or any
 Committee thereof. 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 may determine what components of Compensation
 are eligible for deferral.


	
 

	
 


	
2.12

	
Compensation Deferral
 Agreement.
 Compensation Deferral Agreement means an agreement between a Participant and
 the Company 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, minimum Deferral 





98






	
 

	
 


	
 

	
period, investment
 selections 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
 7.4.


	
 

	
 


	
2.13

	
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 5.1 of the Plan.


	
 

	
 


	
2.14

	
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.


	
 

	
 


	
2.15

	
Disability Benefit. Disability Benefit means the benefit
 payable under the Plan to a Participant in the event such Participant is
 determined to be Disabled.


	
 

	
 


	
2.16

	
Disabled. Disabled means that a Participant is, by
 reason of any medically-determinable physical or mental impairment which can
 be expected to result in death or can be expected to last for a continuous
 period of not less than 12 months, unable to engage in any substantial
 gainful activity. The Committee shall determine whether a Participant is
 Disabled in accordance with Code Section 409A, provided, however, that a Participant
 shall be deemed to be Disabled if determined to be totally disabled by the
 Social Security Administration or the Railroad Retirement Board.


	
 

	
 


	
2.17

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


	
 

	
 


	
2.18

	
Effective Date. Effective Date means January 1, 2009. 


	
 

	
 


	
2.19

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


	
 

	
 


	
2.20

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


	
 

	
 


	
2.21

	
Participant. Participant means a non-employee member of
 the Company’s Board of Directors who is eligible to participate in the Plan
 and who elects to participate by filing a Compensation Deferral Agreement
 pursuant to Section 3.1. A Participant’s continued participation in the Plan
 shall be governed by Section 3.2 of the Plan. Every member of the Company’s
 Board of Directors is eligible to participate in the Plan.


	
 

	
 


	
2.22

	
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.


	
 

	
 


	
2.23

	
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. 


	
 

	
 


	
2.24

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


	
 

	
 


	
2.25

	
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”.


	
 

	
 


	
2.26

	
Specified Date Benefit. Specified Date Benefit means the benefit
 payable to a Participant under the Plan in accordance with Section 5.1(b). 


	
 

	
 


	
2.27

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


	
 

	
 


	
2.28

	
Termination Account. 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 and is payable upon
 Termination of Service. Unless





99






	
 

	
 


	
 

	
 


	
 

	
the Participant has established a Specified
 Date Account, all Deferrals shall be allocated to a Termination Account on
 behalf of the Participant. 


	
 

	
 


	
2.29

	
Termination of Service. Termination of Service means the cessation
 of a Participant’s service as a director of the Company for any reason.
 Whether a Termination from Service has occurred shall be determined by the
 Committee in accordance with Code Section 409A.


	
 

	
 


	
2.30

	
Termination of Service
 Benefit or Termination Benefit. Termination of Service Benefit or Termination Benefit means the
 benefit payable to a Participant under the Plan in accordance with Section
 5.1(a).


	
 

	
 


	
2.31

	
Valuation Date. Valuation Date shall mean each Business
 Day or such other date as the Committee in its sole discretion may determine.





ARTICLE III

Eligibility and Participation


	
 

	
 


	
3.1

	
Eligibility and
 Participation.
 Eligibility in the plan shall be limited to members of the Board who are not
 employees of the Company or meet such eligibility criteria as the Committee
 shall establish from time to time. An eligible member of the Board becomes a
 Participant in this Plan by filing a timely Compensation Deferral Agreement.
 A Compensation Deferral Agreement must be filed in accordance with Article
 IV. 


	
 

	
 


	
3.2

	
Duration. A Participant shall be eligible to defer
 Compensation, subject to the terms of the Plan, for as long as such
 Participant remains a director of the Company. On and after a Termination of
 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 7.4. 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 may defer
 eligible Compensation as determined by the Committee by submitting a
 Compensation Deferral Agreement during the enrollment periods as 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. 


	
 

	
 

	
 


	
 

	
(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 Termination Account or to a Specified Date
 Account. If no designation is made, all Deferrals shall be allocated to the
 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 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 a
 Participant 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 and will apply only to
 Compensation earned after the date the Compensation Deferral Agreement
 becomes irrevocable. The determination of whether a Participant 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). 


	
 

	
 

	
 


	
 

	
(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 





100






	
 

	
 

	
 


	
 

	
 

	
become irrevocable with
 respect to such Compensation as of January 1 of the year in which such
 Compensation is earned.


	
 

	
 

	
 


	
 

	
(c)

	
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 VI, 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 6.3 shall not apply to
 payments attributable to a change of control (as determined in Treas. Reg.
 Section 1.409A-3(i)(5)).


	
 

	
 

	
 


	
 

	
(d)

	
“Evergreen” Deferral Elections. The Committee, in its discretion, may
 specifically 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 4.5 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
 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 Termination Account.


	
 

	
 

	
 


	
4.4

	
Vesting. Participant Deferrals shall be 100% vested
 at all times.


	
 

	
 

	
 


	
4.5

	
Cancellation of Deferrals. 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.


	
 

	
 

	
 





ARTICLE V 

Benefits


	
 

	
 

	
 


	
5.1

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


	
 

	
 

	
 


	
 

	
(a)

	
Termination of Service Benefit/ Termination Benefit. Upon the Participant’s Termination of
 Service, the Participant shall be entitled his or her Termination Account and
 any Specified Date Accounts that are not yet in pay status. The value of the
 Participant’s Account shall be determined as of the end of the month in which
 Termination of Service occurs. Payment of the Participant’s Termination
 Benefit will be made or begin in the month following the month in which
 Termination of Service occurs. If the Termination Benefit is to be paid in
 the form of installments, any subsequent installment payments will be paid on
 the anniversary of the date the initial installment was made.


	
 

	
 

	
 


	
 

	
(b)

	
Specified Date Benefit. If the Participant has established one or
 more Specified Date Accounts, the Participant shall be entitled to a Specified
 Date Benefit with respect to each such 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 in the month following the designated
 month. The Committee may designate that all Specified Date benefit be payable
 in one month of any Plan Year.


	
 

	
 

	
 


	
 

	
(c)

	
Disability Benefit. Upon a determination by the Committee that
 a Participant is Disabled, he or she shall be entitled to a Disability
 Benefit equal to the Participant’s Termination Account and any unpaid
 balances in any Specified Date Accounts. The Disability Benefit shall be
 based on the value of the Accounts as of the last day of the month in which
 Disability occurs and will be paid in the following month. 


	
 

	
 

	
 


	
 

	
(d)

	
Death Benefit. In the event of the Participant’s death, his or her designated
 Beneficiary(ies) shall be entitled to a Death Benefit equal to the vested
 portion of the Participant’s Termination Account and 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 in the following month. 





101






	
 

	
 

	
 


	
5.2

	
Form of Payment.


	
 

	
 

	
 


	
 

	
(a)

	
Termination of Service Benefit/Termination Benefit. A Participant who is entitled to receive a
 Termination 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)
 years, 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
 Termination Account, with the balance paid in substantially equal annual
 installments over a period of five (5) or ten (10) years, as elected by the
 Participant.


	
 

	
 

	
 


	
 

	
(b)

	
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 over a period of five (5) or ten (10) years. 


	
 

	
 

	
 


	
 

	
 

	
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 commenced shall be paid in accordance with the form of
 payment applicable to the Termination Benefit.


	
 

	
 

	
 


	
 

	
(c)

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


	
 

	
 

	
 


	
 

	
(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. 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.


	
 

	
 

	
 


	
 

	
(f)

	
Small Account Balances. Notwithstanding any prior Participant
 distribution elections, if, on the date
 the Termination of Service, the aggregate of all Participant Accounts are
 equal to or less than $50,000 (deemed to be “Small Account Balances”), the
 balance in all Participant Accounts shall be distributed in a lump sum upon
 the Participant’s Termination of Service.


	
 

	
 

	
 


	
 

	
(g)

	
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 (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
 VI, installment payments will be treated as a single form of payment. If a
 lump sum equal to less than 100% of the 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.


	
 

	
 

	
 


	
5.3

	
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.





102






ARTICLE VI

Modifications to Payment Schedules


	
 

	
 


	
6.1

	
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 VI. The Committee may impose limitations on the
 number of allowable modifications.


	
 

	
 


	
6.2

	
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.


	
 

	
 


	
6.3

	
Date of Payment under
 Modified Payment Schedule. Except with respect to modifications that relate to the payment of a
 Death Benefit or a Disability 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.


	
 

	
 


	
6.4

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


	
 

	
 


	
6.5

	
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 VII


	
Valuation of Account Balances; Investments


	
 

	
 


	
7.1

	
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. Valuation of Accounts
 shall be performed under procedures approved by the Committee.


	
 

	
 


	
7.2

	
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 VII (“investment
 allocation”).


	
 

	
 


	
7.3

	
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 this would require Participants to redesignate their investment
 allocations. 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.


	
 

	
 


	
7.4

	
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 Company 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 increments of 1%. 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.


	
 

	
 


	
7.5

	
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.





103






ARTICLE VIII

Administration


	
 

	
 


	
8.1

	
Plan Administration. 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. A majority
 of the members of the Committee shall constitute a quorum for the transaction
 of business. All resolutions or other action taken by the Committee shall be
 by 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 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. 


	
 

	
 


	
8.2

	
Indemnification. No member of the Board nor any member of
 the 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 Committee shall keep records of all of its proceedings and 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 Committee against
 expenses (including attorney’s fees), judgments, fines, amounts paid 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 or the Committee relative to the administration of
 this Plan shall be paid by the Company.


	
 

	
 


	
8.3

	
Delegation of Authority. In the administration of this Plan, the
 Committee may, from time to time, employ agents and delegate to them such
 administrative and ministerial duties as it sees fit, including without
 limitation, issues related to eligibility, investment choices, distribution
 of Deferred Amounts, determination of account balances, crediting
 hypothetical earnings and of Deferred Amounts and debiting of hypothetical
 losses and of distributions, in-service withdrawals, deferral elections and
 any other duties concerning day-to-day operation of the Plan. The Committee
 has delegated day-to-day administrative responsibility of this Plan to the
 Corporate Secretary or any Assistant Secretary. The Committee may from time
 to time consult with legal counsel who shall be legal counsel to the Company.


	
 

	
 


	
8.4

	
Binding Decisions or
 Actions. All rules,
 interpretations and decisions of the Committee shall be conclusive and
 binding on the Company, Participants and Beneficiaries. 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. 


	
 

	
 


	
ARTICLE IX


	
Amendment and Termination


	
 

	
 


	
9.1

	
Amendment. The Board of Directors or the Committee
 may at any time and from time to time amend the Plan in whole or in part and
 for any reason, provided 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. 


	
 

	
 


	
9.2

	
Termination. The Board of Directors or the Committee,
 may terminate the Plan 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). 


	
 

	
 


	
9.3

	
Accounts Taxable Under
 Code Section 409A.
 This Plan is intended to comply with Code Section 409A and shall in all
 respects be administered in accordance with Code Section 409A.
 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 Code
 Section 409A. All payments to be made upon Termination of Service under this
 Plan may only be made upon “separation from service” under Code 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
 Code Section 409A. 





104






ARTICLE X

Informal Funding


	
 

	
 


	
10.1

	
General Assets. Obligations established under the terms of
 the Plan may be satisfied from the general funds of the Company, or a trust
 described in this Article X. 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 Company and any Participant 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 Company.


	
 

	
 


	
10.2

	
Rabbi Trust. The Company 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 Company 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 XI


	
General Provisions


	
 

	
 


	
11.1

	
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)).


	
 

	
 


	
11.2

	
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 constitute a contract of employment or
 impose on the Participant or the Company any obligation for the Participant
 to remain director of the Company or change the policies of the Company and
 its affiliates regarding termination of service as a director. The Company
 makes 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.


	
 

	
 


	
11.3

	
Tax Withholding. To the extent that the Company is
 required to withhold any taxes or other amounts from a Participant’s
 Deferrals pursuant to Federal, state or any other applicable local law or
 regulation, The Committee may determine at its sole discretion whether the
 withholding is imposed on the Deferral or on other compensation paid the
 Participant which is not deferred.


	
 

	
 


	
11.4

	
Notice. Any notice or filing required or permitted
 to be delivered to the Committee under this Plan shall be delivered in
 writing, unless otherwise established by the Committee. Notice shall be
 deemed given as of the date of delivery or, if delivery is made by mail, as
 of 5 calendar days after the date shown on the postmark on the receipt for
 registration or certification. Written transmission shall be sent by
 certified mail to:





PITNEY BOWES INC.

WORLD HEADQUARTERS

ATTN: CORPORATE SECRETARY

1 ELMCROFT ROAD

STAMFORD, CT 06926-0700


	
 

	
 


	
 

	
Any notice or filing
 required or permitted to be given to a Participant under this Plan shall be
 sufficient if in writing or hand-delivered, or sent by mail to the last known
 address of the Participant.


	
 

	
 


	
11.5

	
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. 


	
 

	
 


	
11.6

	
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. 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 





105






	
 

	
 


	
 

	
prohibition or
 unenforceability in any jurisdiction shall not invalidate or render
 unenforceable such provision in any other jurisdiction.


	
 

	
 


	
11.7

	
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. 


	
 

	
 


	
11.8

	
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.


	
 

	
 


	
11.9

	
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.





106






APPENDIX A


PITNEY
BOWES INC.


DEFERRED
INCENTIVE SAVINGS PLAN


FOR THE
BOARD OF DIRECTORS


FOR
PRE-2005 DEFERRALS


As Amended and Restated

Effective October 11, 1999


107