Exhibit 4.1

 

EXECUTION VERSION


 


PITNEY
BOWES INC.


 


OFFICERS’ CERTIFICATE


 


March 7, 2013


 


The undersigned officers of Pitney Bowes
Inc., a Delaware corporation (the “Company”), each hereby certifies in his or her respective capacity, on behalf of
the Company pursuant to the Indenture, dated as of February 14, 2005, between the Company and Citibank, N.A., as trustee (the “Base
Indenture”), as amended by the First Supplemental Indenture, dated as of October 23, 2007, by and among the Company, The
Bank of New York Mellon, as successor trustee (the “Trustee”), and Citibank, N.A., as resigning trustee (the “First
Supplemental Indenture”, and together with the Base Indenture, the “Indenture”), as follows:


 


(1) Each of the undersigned
has read and is familiar with the Indenture, including the provisions in Sections 2.01, 2.03 and 2.04, and is familiar with the
resolutions adopted by the Board of Directors, and corporate proceedings taken by the Company, in connection with the issuance
of $425,000,000 aggregate principal amount of the Company’s 6.70% Notes due 2043(the “Notes”) under the Indenture;


 


(2) Each of the undersigned
has examined such documents, certificates, orders and proceedings and made such investigations as the undersigned deemed necessary
or appropriate in order to give this Officers’ Certificate;


 


(3) In the opinion of each
of the undersigned, the examinations and investigations described in the preceding paragraph are sufficient to enable him or her
to express an informed opinion as to whether all conditions precedent provided for in the Indenture with respect to the authentication
and delivery by the Trustee of the Notes have been complied with;


 


(4) In the opinion of
each of the undersigned, all conditions precedent provided for in the Indenture with respect to the authentication and delivery
by the Trustee of the Notes have been complied with; and


 


(5) The Notes shall
have the terms set forth in the form of Note attached hereto as Exhibit A and in the Company’s Prospectus dated September
22, 2011 as supplemented by the Prospectus Supplement dated February 26, 2013 and filed with the Securities and Exchange Commission
on February 28, 2013 (as so supplemented, the “Prospectus”), which terms shall include the following:


 


(a) The series of debt securities
of which the Notes are a part hereby shall be designated as “6.70% Notes Due 2043”;


 


(b) The aggregate principal amount
of Notes that may be authenticated and delivered under the Indenture shall be $425,000,000, except as provided in Section 2.03
of the Indenture;


 




(c) The Notes will be offered
for sale to the public at 100.0% of the 


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EXECUTION VERSION

 

aggregate principal amount, plus any accrued interest from March 7, 2013;


 


(d) The Notes mature on March
7, 2043;


 


(e) Each Note will bear interest
from March 7, 2013, at a rate equal to 6.70% per annum, and will pay such interest on March 7, June 7, September 7 and December
7, commencing on June 7, 2013 to the person in whose name such Note was registered at the close of business on the date, whether
or not a business day, that is 15 calendar days prior to the applicable interest payment date;


 


(f) The principal of, Make-Whole
Amount, if any, and interest on the Notes will be payable in accordance with the terms, and at the place or places, set forth or
contemplated in the form of Note attached hereto as Exhibit A;


 


(g) The Notes will be redeemable
in whole or in part prior to maturity in accordance with the terms set forth or contemplated in the form of Note attached hereto
as Exhibit A;


 


(h) If certain change of control
triggering events occur, the Notes will require the Company to make an offer to each holder of Notes to repurchase all or any part
of such Holder’s notes for cash, in accordance with the terms set forth or contemplated in the form of Note attached hereto
as Exhibit A.


 


(i) In addition to the covenants
set forth in the Indenture, the Notes shall be subject to the covenants set forth in Exhibit B attached hereto;


 


(j) If an Event of Default with
respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and
with the effect provided in the Indenture. Upon payment of (i) the amount of principal so declared due and payable and (ii) interest
on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable),
all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Notes
shall terminate;


 


(k) The Notes will not be subject
to a sinking fund;


 


(l) The Notes will be issued
in minimum denominations of $25.00 and integral multiples in excess thereof;


 


(m) The Notes will not be convertible
into other securities of the Company;


 


(n) The provisions of Section
10.01(b) of the Base Indenture relating to covenant defeasance shall apply to the Notes. Pursuant to Section 10.01(b)(iii)(C) of
the Base Indenture, it shall be a condition to such defeasance that the Company’s deposit in connection with such defeasance
shall not result in a breach or violation of, or constitute a default under, the Indenture with respect to the series of debt securities
of which the Notes are a part;


 


(o) The Notes will be issued
in permanent global form. The Notes will be deposited with The Depository Trust Company and the Notes will be registered in the
name of Cede & Co.;


 




(p) The Company may, from time
to time, without the consent of the 


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EXECUTION VERSION

 


holders of any Notes, reopen the series of debt securities of which the Notes are a part and
issue additional debt securities with the same terms (including maturity and interest payment terms) as the Notes. After such additional
debt securities are issued they shall be fungible with the Notes to the extent specified in the applicable prospectus or pricing
supplement; and

 


(q) The principal of, Make-Whole
Amount, if any, and interest on the Notes will be payable in U.S. dollars.


 


Capitalized terms used herein
(including the Exhibits hereto) and not otherwise defined shall have the meanings assigned to them in the Indenture.


 


[Signature
page follows]



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IN WITNESS WHEREOF, the undersigned officers,
on behalf of the Company, have executed this Certificate as of the date first written above.


 


	 	By: 	 	/s/
    Michael Monahan	 
	 	Name:	 	Michael Monahan	 
	 	Title:	 	Executive Vice President and Chief Financial
    Officer	 
	 	 	 	 	 
	 	By: 	 	/s/ Helen Shan	 
	 	Name:	 	Helen Shan	 
	 	Title:	 	Vice President, Finance and Treasurer	 


 

[Officers’ Certificate – Indenture]


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Exhibit A





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THIS SECURITY IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY (AS DEFINED IN THE INDENTURE)
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT
IN THE CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF,
OR IN EXCHANGE FOR, OR IN LIEU OF, THIS SECURITY WILL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


PITNEY BOWES INC.


 


	No.	SENIOR NOTE	CUSIP No. 724479 506
	 	(Fixed Rate)	 


 

	PRINCIPAL AMOUNT: $ 	STATED MATURITY OF SECURITY: 

March 7, 2043
	DENOMINATIONS: U.S. $25.00 and integral multiples in excess thereof 	COMPUTATION PERIOD: 30/360 
	 	 
	ISSUE DATE: March 7, 2013	REGULAR RECORD DATE(S): 15 calendar days immediately preceding an interest payment date
	 	 
	INTEREST RATE: 6.70% per annum	REDEEMABLE: Yes.
	 	 
	INTEREST PAYMENT DATES: March 7, June 7, September 7 and December 7, commencing on June 7, 2013	SINKING FUND: None. 



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Pitney Bowes Inc., a corporation duly organized
and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as nominee for
The Depository Trust Company, or registered assigns, the principal amount on the Stated Maturity specified above unless redeemed
or repurchased prior to such date in accordance with the provisions referred to on the reverse hereof (the stated maturity or date
of earlier redemption or repurchase as the case may be, is referred to herein as the “Maturity”) and to pay interest
thereon (computed, on the basis of a 360-day year of twelve 30-day months), from and including the Issue Date specified above (the
“Issue Date”) or from and including the most recent Interest Payment Date to which interest on this Security (or any
predecessor Security) has been paid or duly provided for to, but excluding, the Interest Payment Date, on the Interest Payment
Dates specified above in each year (each, an “Interest Payment Date”) and at Maturity, at the rate per annum equal
to the Interest Rate specified above, until the principal hereof is paid or duly made available for payment. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Security (or one or more predecessor Securities) is registered at the close of business on the relevant Regular
Record Date.


 


Any interest on this Security that is payable
but not punctually paid or duly provided for (“defaulted interest”) on any Interest Payment Date shall forthwith cease
to be payable to the Registered Holder on the relevant Regular Record Date by virtue of such Holder having been a Holder on such
Regular Record Date. Such defaulted interest may be paid by the Company, at its election in each case, as provided in clause (a)
or clause (b) below:


 


(a) The Company may elect to
make payment of any defaulted interest to the Persons in whose names the Securities (or their respective predecessor Securities)
are registered at the close of business on a special record date for the payment of such defaulted interest, which shall be fixed
in the following manner. The Company shall notify the Trustee (as defined on the reverse hereof) in writing of the amount of defaulted
interest proposed to be paid on each Security and the date of the proposed payment and at the same time the Company shall deposit
with the Trustee funds equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed payment. Such funds when deposited shall be held
in trust for the benefit of the Persons entitled to such defaulted interest as provided in this clause (a). Thereupon the Trustee
promptly shall fix a special record date for the payment of such defaulted interest in respect of the Securities, which shall be
not more than 15 nor less than ten days prior to the date of the proposed payment. The Trustee promptly shall notify the Company
of such special record date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such
defaulted interest and the special record date thereof to be mailed, first class postage prepaid, to each Holder of Securities
at his address as it appears in the Security register, not less than ten days prior to such special record date. Notice of the
proposed payment of such defaulted interest and the special record date therefor having been mailed as aforesaid, such defaulted
interest in respect of the Securities shall be paid to the Persons in whose names the Securities (or their respective predecessor
Securities) are registered on such special record date and such defaulted interest shall no longer be payable pursuant to the following
clause (b).





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(b) The Company may make payment
of any defaulted interest on the Securities in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given
by the Company to the Trustee of the proposed payment pursuant to this clause, such payment shall be deemed practicable by the
Trustee.


 


If any Interest Payment Date or the Maturity
of this Security falls on a day that is not a Business Day with respect to this Security, the related payment of principal, premium,
if any, and/or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest
shall accrue on the amount so payable for the period from and after such Interest Payment Date or Maturity, as the case may be.
A “Business Day” means a day, other than a Saturday, a Sunday, or any other day on which banking institutions in The
City of New York are authorized or required by law or executive order to remain closed.


 


Reference is hereby made to the further provisions
of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set
forth at this place.


 


Unless the certificate of authentication
hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.



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IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed by manual or facsimile signature under its corporate seal.


 


	 	PITNEY BOWES INC.	 
	 	 	 
	 	By: 	 	 
	 	 	Name:	Michael Monahan	 
	 	 	Title:	Executive Vice President and Chief Financial Officer	 
	 	 	 	 	 
	 	By: 	 	 
	 	 	Name:	Helen Shan	 
	 	 	Title:	Vice President, Finance and Treasurer	 
	Attest:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Dated: March 7, 2013	 	 	 	 


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series
designated herein referred to in the within-mentioned Indenture.


 


	 	 	THE BANK OF NEW YORK MELLON,

as Trustee
	 	 	 
	 	 	By:	 	 
	 	 	 	Authorized Signatory	 



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[Reverse of Security]


 


This Security is one of a duly authorized
issue of securities of the Company (the “Securities”) issued and to be issued in one or more series under an Indenture,
dated as of February 14, 2005, between the Company and Citibank, N.A., as trustee (the “Initial Indenture”), as amended
by the First Supplemental Indenture, dated as of October 23, 2007, by and among the Company, The Bank of New York Mellon, as successor
trustee (the “Trustee”; which term includes any successor trustee under the Indenture), and Citibank, N.A., as resigning
trustee (the “First Supplemental Indenture”, and together with the Initial Indenture, the “Indenture”),
to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face
hereof, limited initially to an aggregate principal amount of $          , which amount may be increased at the option of the Company if
in the future it determines that it may wish to reopen the series of Securities of which this Security is a part and sell additional
Securities having the same terms. Except as may be otherwise stated on the face hereof, the Securities of this series are issuable
only as registered Securities, without coupons, in denominations of $25.00 and integral multiples in excess thereof.


 


The Securities are general, direct, unconditional
and senior unsecured obligations of the Company.


 


The Company may redeem the Securities of
the series of which this Security is a part, at any time in whole or from time to time in part on any day fixed for redemption
in accordance with this Security and the Indenture (a “Redemption Date”), at a redemption price equal to (i) in the
case of a Redemption Date on or after March 7, 2018, the sum of 100% of the aggregate principal amount of the Securities being
redeemed and accrued but unpaid interest on those Securities to such Redemption Date; provided, however, that interest shall be
payable on an Interest Payment Date that falls on or before the Redemption Date to Holders of Securities on the Regular Record
Date for such Interest Payment Date or (ii) in the case of a Redemption Date prior to March 7, 2018, the sum of 100% of the aggregate
principal amount of the Securities being redeemed, accrued but unpaid interest on those Securities to such Redemption Date, and
the Make-Whole Amount, if any, as defined below; provided, however, that interest shall be payable on an Interest Payment Date
that falls on or before the Redemption Date to Holders of Securities on the Regular Record Date for such Interest Payment Date.


 


“Make-Whole Amount” means, in
connection with any optional redemption, the excess, if any, of (a) the aggregate present value as of the Redemption Date of each
dollar of principal being redeemed and the amount of interest, exclusive of interest accrued to such Redemption Date, that would
have been payable in respect of each such dollar if such redemption had not been made, determined by discounting, on a quarterly
basis (assuming a 360-day year of twelve 30-day months), such principal and interest at the Reinvestment Rate, determined on the
third Business Day preceding the date notice of such redemption is given, from the respective dates on which such principal and
interest would have been payable if such redemption had not been



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made, to such Redemption Date, over (b) the
aggregate principal amount of the Securities being redeemed.


 


“Reinvestment Rate” means 0.55%
plus the arithmetic mean of the yields under the heading “Week Ending” published in the most recent Statistical Release
under the caption “Treasury Constant Maturities” for the maturity, rounded to the nearest month, corresponding to the
remaining life to maturity, as of the Redemption Date of the principal amount of the Securities being redeemed. If no maturity
exactly corresponds to such maturity, yields for the two published maturities most closely corresponding to such maturity shall
be calculated pursuant to the immediately preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from
such yields on a straight-line basis, rounding in each of such relevant periods to the nearest month. For the purposes of calculating
the Reinvestment Rate, the most recent Statistical Release published prior to the date of determination of the Make-Whole Amount
shall be used. If the format or content of the Statistical Release changes in a manner that precludes determination of the Treasury
yield in the above manner, then the Treasury yield shall be determined in the manner that most closely approximates the above manner,
as reasonably determined by the Company.


 


“Statistical Release” means the
statistical release designated “H.15(519)” or any successor publication which is published weekly by the Federal Reserve
System and which reports yields on actively traded United States government securities adjusted to constant maturities, or, if
such statistical release is not published at the time of any required determination under the Indenture, then such other reasonably
comparable index which shall be designated by the Company.


 


The Company shall give written notice of
any redemption of any Securities to Holders of the Securities to be redeemed at their addresses, as shown in the Security register
for the Securities, at least 30 days and not more than 60 days prior to any Redemption Date. The notice of redemption shall specify,
among other items, the applicable Redemption Date, the redemption price and the aggregate principal amount of the Securities to
be redeemed.


 


If the Company chooses to redeem less than
all of the Securities, it shall notify the Trustee at least 60 days before giving notice of redemption, or such shorter period
as is satisfactory to the Trustee, of the aggregate principal amount of the Securities to be redeemed and the applicable Redemption
Date. The Trustee shall select, in such manner as it shall deem appropriate and fair, the Securities to be redeemed in part.


 


Notice of redemption having been given as
aforesaid, this Security (or the portion of the principal amount hereof so to be redeemed) shall, on the applicable Redemption
Date, become due and payable at the redemption price herein specified above, and from and after such date (unless the Company shall
default in the payment of such redemption price) shall cease to bear interest.


 


If a Change of Control Triggering Event
(as defined below) occurs, unless the Company has exercised its option to redeem the Securities, the Company shall be required
to make an offer (the “Change of Control Offer”) to each Holder of the Securities of the series of which this Security
is a part to repurchase all or any part (equal to $25.00 and integral multiples in excess



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thereof) of that Holder’s Securities
on the terms set forth herein. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to
101% of the aggregate principal amount of the Securities to be repurchased, plus accrued and unpaid interest, if any, on the Securities
to be repurchased to the date of repurchase (the “Change of Control Payment”).


 


Within 30 days following any Change of Control
Triggering Event, or, at the Company’s option, prior to any Change of Control (as defined below), but after public announcement
of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice to Holders of the
Securities, with a copy to the Trustee, describing the transaction that constitutes or may constitute the Change of Control Triggering
Event and offering to repurchase the Securities on the date specified in the notice, which date shall be no earlier than 30 days
and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). The notice, if
mailed prior to the date of consummation of the Change of Control, shall state that the offer to purchase is conditioned on the
Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In the event that such offer to
purchase fails to satisfy the condition in the preceding sentence, the Company shall cause another notice meeting the aforementioned
requirements to be mailed to Holders of the Securities.


 


On the Change
of Control Payment Date, the Company shall, to the extent lawful:


 


		·	accept for payment all Securities or portions of Securities properly tendered pursuant to the Change of Control Offer;



 


		·	deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Securities or portions of
Securities properly tendered; and



 


		·	deliver or cause to be delivered to the Trustee the Securities properly accepted together with an officers’ certificate
stating the aggregate principal amount of Securities or portions of Securities being repurchased.



 


The paying agent will promptly transmit to
each Holder of Securities properly tendered pursuant to the Change of Control Offer the Change of Control Payment for the Securities
being repurchased, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder
a new Security equal in principal amount to any unrepurchased portion, if any, of any Security surrendered; provided, that each
new Security will be in a minimum denomination of $25.00 or an integral multiple of $25.00 in excess thereof.


 


The Company shall not be required to make
a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in
the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party
repurchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase
any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture,
other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.



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The Company shall comply with the requirements
of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities
laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the
Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or
regulations conflict with the Change of Control Offer provisions of the Securities, the Company shall comply with those securities
laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the
Securities by virtue of any such conflict.


 


For purposes of the Change of Control Offer
provisions herein, the following terms will be applicable:


 


“Change of Control” means the
occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation)
the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than
the Company, any subsidiary or employee benefit plan of the Company or employee benefit plan of any subsidiary of the Company)
becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than
50% of the Voting Stock of the Company or other Voting Stock into which the Voting Stock of the Company is reclassified, consolidated,
exchanged or changed, measured by voting power rather than number of shares; (2) the direct or indirect sale, transfer, conveyance
or other disposition (other than by way of merger or consolidation), in one or more series of transactions approved by the Board
of Directors of the Company as part of a single plan, of 85% or more of the total consolidated assets of the Company as shown on
the Company’s most recent audited balance sheet, to one or more Persons (other than the Company or one of the subsidiaries
of the Company); or (3) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing
Directors. Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (1) the Company becomes
a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the Voting Stock
of such holding company immediately following that transaction are substantially the same as the holders of the Voting Stock of
the Company immediately prior to that transaction or (B) immediately following that transaction, no person or group (other than
a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50%
of the Voting Stock of such holding company.


 


“Change of Control Triggering Event”
means the occurrence of both a Change of Control and a Rating Event.


 


“Continuing Directors” means,
as of any date of determination, any member of the Board of Directors of the Company who (1) was a member of such Board of Directors
of the Company on the date the Securities were initially issued or (2) was nominated for election, elected or appointed to the
Board of Directors of the Company with the approval of a majority of the Continuing Directors who were members of the Board of
Directors of the Company at the time of such nomination, election or appointment (either by a specific vote or by approval of
the proxy statement of the Company in which such member was named as a nominee for election as a director, without objection to
such nomination).



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“Investment Grade Rating” means
a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, and the equivalent
investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company.


 


“Moody’s” means Moody’s
Investors Service, Inc., and its successors.


 


“Rating Agencies” means (1) each
of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the Securities or fails to make a rating
of the Securities publicly available, in each case for reasons outside of the control of the Company, a “nationally recognized
statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified
by a resolution of the Board of Directors of the Company) as a replacement agency for Moody’s or S&P, or both of them,
as the case may be.


 


“Rating Event” means the rating
on the Securities is lowered by each of the Rating Agencies and the Securities are rated below an Investment Grade Rating by each
of the Rating Agencies on any day within the 60-day period (which 60-day period shall be extended so long as the rating of the
Securities is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier
of (1) the occurrence of a Change of Control and (2) public notice of the occurrence of a Change of Control or the intention of
the Company to effect a Change of Control; provided, however, that a Rating Event otherwise arising by virtue of a particular reduction
in rating will be deemed not to have occurred in respect of a particular Change of Control (and thus will not be deemed a Rating
Event for purposes of the definition of Change of Control Triggering Event) if the Rating Agencies making the reduction in rating
to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at the Company’s
or its request that the reduction was the result, in whole or in part, of any event or circumstance consisting of or arising as
a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at
the time of the Rating Event).


 


“S&P” means Standard &
Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.


 


“Voting Stock” means, with respect
to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date, the capital
stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.


 


If so indicated on the face hereof, and in
accordance with the terms specified thereon, this Security will be subject to redemption through operation of a sinking fund.


 


The Holders of Securities are entitled to
certain covenants set forth in the Indenture and in an officers’ certificate adopted pursuant to the Indenture.


 


The Indenture contains provisions for defeasance
at any time of the entire indebtedness on this Security, or certain restrictive covenants and Events of Default with respect to
this Security, in each case upon compliance by the Company with certain conditions set forth therein.



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If an Event of Default with respect to the
Securities of the series of which this Security is a part shall occur and be continuing, the principal of the Securities of the
series of which this Security is a part may be declared due and payable in the manner and with the effect provided in the Indenture.
Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium
and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s
obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of the series of
which this Security is a part shall terminate.


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of the majority in principal amount of the Securities at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent
or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security
and of any Security issued in exchange or substitution therefor, irrespective of whether or not notation of such consent or waiver
is made upon this Security.


 


As provided in and subject to the provisions
of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture
or for the appointment of a trustee, receiver, liquidator, custodian or other similar official or for any other remedy thereunder,
unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series and the Holders of not less than 25% in principal amount of the Securities of this series at the time
Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee
and offered the Trustee satisfactory indemnity, and the Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to
institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity.


 


No reference herein to the Indenture and
no provision of this Security or of the Indenture shall alter or impair the right of any Holder of any Security to receive payment
of the principal of and, subject to Section 2.07 of the Initial Indenture, interest on such Security at the respective rates, in
the respective amount on or after the respective due dates expressed in such Security, or to institute suit for the enforcement
of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.


 


As provided in the Indenture and subject
to certain limitations herein and therein set forth, the transfer of this Security is registrable in the Security register. Upon
surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal
of and any premium and interest on this Security are payable, if this Security, if so required by the Company or Trustee, is duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed
by, the



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Holder hereof or his attorney duly authorized
in writing, thereupon one or more new Securities of the series of which this Security is a part and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.


 


As provided in the Indenture and subject
to certain limitations herein and therein set forth, the Securities of the series of which this Security is a part are exchangeable
for a like aggregate principal amount of Securities of the series of which this Security is a part and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.


 


No service charge shall be made for any such
registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


 


Prior to due presentment of this Security
for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose
name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and none of the
Company, the Trustee or any such agent shall be affected by notice to the contrary.


 


This Security shall be deemed to be a contract
under the internal laws of the State of New York (other than principles of law that would apply the law of another jurisdiction),
and for all purposes shall be construed and enforced in accordance with and governed by the laws of said State.


 


All terms used in this Security which are
defined in the Indenture shall have the meanings assigned to them in the Indenture.



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ABBREVIATION


 


The following abbreviations, when used in
the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable
laws or regulations.


 


	TEN COM	as tenant in common	UNIF GIFT MIN ACT	____ Custodian ____
	TEN ENT	as tenants by the entireties (Cust)	 	(Cust)	(Minor)
	JT TEN	as joint tenants with right of survivorship and not as tenants in common	 	under Uniform Gifts to Minors Act _____
             (State)


 


Additional abbreviations may also be used though not in the
above list.



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ASSIGNMENT FORM


 


FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto


 


____________________________________________________


(please insert social security or other identifying number of
assignee)


 


____________________________________________________


(please print or typewrite name and address including postal
zip code of assignee)


the within Security and all rights thereunder, hereby irrevocably
constituting and appointing


 


____________________________________________________


attorney to transfer said Note on the books of the Company,
with full power of substitution in the premises.


 


Dated: _______________________________


 


NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change
whatever.



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Exhibit B


 


Limitations on Liens


 


(a) The Company will not, and will not
permit any Restricted Subsidiary to, issue, assume, guarantee or become liable for any notes, bonds, debentures or other similar
evidences of Indebtedness for money borrowed (herein referred to for purposes of this “Limitations on Liens” covenant
and the “Limitations on Sales and Lease-Back Transactions” covenant as “Indebtedness”) secured by any Mortgage,
security interest, pledge or lien (herein referred to for purposes of this “Limitations on Liens” covenant as a “Mortgage”)
of or upon (x) any Principal Domestic Manufacturing Plant or (y) shares of capital stock or Indebtedness issued by any Restricted
Subsidiary and owned by the Company or any Restricted Subsidiary, whether owned at the date of this Officers’ Certificate
or thereafter acquired, without making effective provision, and the Company in each case will make or cause to be made effective
provision, whereby the Notes shall be secured by such Mortgage equally and ratably with (or prior to) any and all other Indebtedness
thereby secured, so long as such Indebtedness shall be so secured (for the purpose of providing such equal and ratable security
the principal amount of the Notes shall mean and shall not be less than that principal amount that could be declared to be due
and payable pursuant to Section 5.01 of the Base Indenture on the date of the making of such effective provision and the extent
of such equal and ratable security shall be adjusted quarterly to reflect the change in said principal amount over time pursuant
to Section 5.01 of the Base Indenture and any other provision of the Indenture or this Officers’ Certificate); provided,
however, that the foregoing restriction shall not apply to Indebtedness secured by any of the following:


 


(i) Mortgages on property of
a Corporation existing at the time such Corporation is acquired (including by way of merger or consolidation) by the Company or
a Restricted Subsidiary or a Restricted Subsidiary is merged into such Corporation or at the time of a sale, lease or other disposition
of the properties of such Corporation (or a division thereof) as an entirety or substantially as an entirety to the Company or
a Restricted Subsidiary, provided that such Mortgages as a result of such merger, consolidation, sale, lease or other disposition
is not extended to property owned by the Company or such Restricted Subsidiary immediately prior thereto;


 


(ii) Mortgages on property of
a Corporation existing at the time such Corporation first becomes a Restricted Subsidiary;


 


(iii) Mortgages on any property
existing at the time of acquisition of such property or on the date of first issuance by the Company of Notes;


 


(iv) Mortgages securing Indebtedness
of a Wholly-Owned Restricted Subsidiary to the Company or to a Wholly-Owned Restricted Subsidiary;


 


(v) Mortgages on property
to secure all or part of the cost of acquiring, substantially repairing or altering, constructing, developing or substantially
improving all or any part of such property or to secure Indebtedness incurred to provide funds for any such purpose or for reimbursement
of funds previously expended for any such purpose, provided the commitment of the creditor to extend the credit secured by any
such



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Mortgage shall have been obtained
not later than 180 days after the later of (a) the completion of the acquisition, substantial repair or alteration, construction,
development or substantial improvement of such property or (b) the placing in operation of such property or of such property as
so substantially repaired or altered, constructed, developed or substantially improved;


 


(vi) mechanic’s liens,
tax liens, liens in favor of any governmental body to secure progress, advance or other payments or the acquisition of real or
personal property from such governmental body pursuant to any contract or provision of any statute, and other liens, charges and
encumbrances incidental to construction, to the conduct of business or to the ownership of property of the Company or any Restricted
Subsidiary which were not incurred in connection with the borrowing of money or the obtaining of advances or credits or the acquisition
of property and do not in the aggregate materially impair the use of any Principal Domestic Manufacturing Plant for the purposes
for which it is held or which are being contested in good faith by the Company or such Restricted Subsidiary;


 


(vii) Mortgages arising by reason
of any judgment, decree or order of any court, so long as any appropriate legal proceedings which may have been initiated for the
review of such judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings
may be initiated shall not have expired; any deposit or pledge with any surety company or clerk of any court, or in escrow, as
collateral in connection with, or in lieu of, any bond on appeal from any judgment or decree against the Company or any Restricted
Subsidiary, or in connection with other proceedings or actions at law or in equity by or against the Company or any Subsidiary;
or


 


(viii) any extension, renewal
or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Mortgage referred to in the foregoing
subclauses (i) through (vii), inclusive; provided, however, that the principal amount of Indebtedness secured thereby and not otherwise
authorized by said subclauses (i) through (vii), inclusive, shall not exceed the principal amount of Indebtedness, plus any premium
or fee payable in connection with any such extension, renewal or replacement, so secured at the time of such extension, renewal
or replacement.


 


(b) Notwithstanding the provisions of
clause (a) above, the Company or any Restricted Subsidiary may issue, assume, guarantee or become liable for Indebtedness secured
by Mortgages which would otherwise be subject to the restrictions of such clause (a), provided that the total of the aggregate
amount of Indebtedness outstanding pursuant to this clause (b), excluding Indebtedness secured by Mortgages permitted under any
of the foregoing subclauses (a)(i) through (vii), together with the aggregate amount of all Attributable Debt, does not exceed
15% of Consolidated Net Tangible Assets.


 


Limitations on Sale and Lease-Back Transactions.


 


(a) The Company will not, nor will
it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction on or after the initial issuance of Notes
with respect to any



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Principal Domestic Manufacturing Plant (except
for (1) a transaction providing for a lease for a term, including any renewal thereof, of not more than three years, (2) a transaction
between the Company and a Wholly-Owned Restricted Subsidiary or between Wholly-Owned Restricted Subsidiaries or (3) any lease of
property acquired after the date of the initial issuance of Notes if the rent payable by the Company or such Restricted Subsidiary
thereunder is to be reimbursed under a contract with the government of the United States or any instrumentality or agency thereof),
if the commitment by or on behalf of the purchaser is obtained more than 180 days after the later of (i) the completion of the
acquisition, substantial repair or alteration, construction, development or substantial improvement of such Principal Domestic
Manufacturing Plant or (ii) the placing in operation of such Principal Domestic Manufacturing Plant or of such Principal Domestic
Manufacturing Plant as so substantially repaired or altered, constructed, developed or substantially improved, unless either (x)
the Company or such Restricted Subsidiary would be entitled pursuant to clause (a) of the “Limitations on Liens” covenant
to issue, assume, guarantee or become liable for debt secured by a Mortgage on such Principal Domestic Manufacturing Plant without
equally and ratably securing the Notes or (y) the Company shall apply or cause to be applied, in the case of a sale or transfer
for cash, an amount equal to the net proceeds thereof (but not in excess of the net book value of such sale or transfer) and, in
the case of a sale or transfer otherwise than for cash, an amount equal to the fair market value (as determined by the Board of
Directors but not in excess of the net book value of such Principal Domestic Manufacturing Plant at the date of such sale or transfer)
of the Principal Domestic Manufacturing Plant so leased to the retirement, within 180 days after the effective date of such Sale
and Lease-Back Transaction, of Notes or other unsubordinated Indebtedness (as defined in clause (a) of the “Limitations on
Liens” covenant) of the Company or a Restricted Subsidiary; provided, however, that any such retirement of Notes shall be
in accordance with Section 12.01 of the Base Indenture and provided, further, that the amount to be applied to such retirement
of Notes or other Indebtedness shall be reduced by an amount equal to the sum of (A) an amount equal to the principal amount of
Notes delivered within 180 days after the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement
and cancellation (for purposes of making such calculation, the principal amount of Original Issue Discount Securities so retired
or cancelled shall mean the portion thereof that could have been declared due and payable pursuant to Section 5.01 at the time
retired and cancelled) and (B) the principal amount, plus any premium or fee paid in connection with any redemption in accordance
with the terms, of other Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements pursuant
to mandatory prepayment provisions and payments at maturity.


 


(b) Notwithstanding the provisions of
clause (a) above, the Company or any Restricted Subsidiary may enter into a Sale and Lease-Back Transaction which would otherwise
be subject to the restrictions of such clause (a) if the aggregate amount of all Attributable Debt plus all Indebtedness secured
by Mortgages on Principal Domestic Manufacturing Plants or upon shares of capital stock or Indebtedness issued by any Restricted
Subsidiary, excluding Indebtedness secured by Mortgages permitted under any of clauses (a)(i) through (vii) of the “Limitations
on Liens” covenant, does not exceed 15% of Consolidated Net Tangible Assets.


 


Company May Consolidate, Etc., Only on Certain Terms.


 


In addition to the requirements set forth
in Section 9.01 of the Base Indenture, the Company shall not consolidate with or merge with or into, or sell, convey or lease
all or



    	21



    	



    

substantially all of its assets to, any other
Corporation, if as a result of any such consolidation or merger or such conveyance, sale or lease, properties or assets of the
Company would become subject to a Mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by
the “Limitations on Liens” covenant, unless the Company or such successor Person, as the case may be, shall take such
steps as shall be necessary effectively to secure the Notes equally and ratably with (or prior to) all Indebtedness secured thereby.


 


Definitions


 


The following terms (except as otherwise
expressly provided or unless the context otherwise clearly requires) for all purposes of the definitions set forth in this Exhibit
B shall have the meanings specified below. All capitalized terms used in this Exhibit B and not otherwise defined shall
have the meanings assigned to them in the Indenture.


 


“Attributable Debt” in
respect of any Sale and Lease-Back Transaction means, as of the time of the determination, the lesser of (i) the sale price of
the Principal Domestic Manufacturing Plant so leased multiplied by a fraction the numerator of which is the remaining portion of
the base term of the lease included in such transaction and the denominator of which is the base term of such lease, and (ii) the
total obligation (discounted to present value at the implicit interest factor, determined in accordance with generally accepted
financial practice, included in the rental payments, or, if such interest factor cannot readily be determined, at a rate of interest
of 11% per annum, compounded semiannually) under the lease for rental payments (other than amounts required to be paid on account
of property taxes as well as maintenance, repairs, insurance, water rates and other items which do not constitute payments for
property rights (such as those based on real or energy costs or savings) during the remaining portion of the base term of the lease
included in such transaction).


 


“Consolidated Net Tangible Assets”
means as of any particular time the aggregate amount of assets after deducting therefrom (a) all current liabilities (excluding
any such liability that by its terms is extendable or renewable at the option of the obligor thereon to a time more than 12 months
after the time as of which the amount thereof is being computed) and (b) all goodwill, excess of cost over assets acquired, patents,
copyrights, trademarks, trade names, unamortized debt discount and expense and other like intangibles, all as shown in the most
recent consolidated financial statements of the Company and its Subsidiaries prepared in accordance with generally accepted accounting
principles.


 


“Consolidated Net Worth”
means the sum of (i) the par value or stated value of the capital stock of the Company, (ii) the capital in excess of par value
and (iii) the retained earnings, all as shown on the most recent consolidated balance sheet of the Company and its Subsidiaries,
prepared in accordance with generally accepted accounting principles.


 


“Corporation” means corporation,
association, company, joint stock company or business trust.


 


“Funded Debt” means,
with respect to any Person (a) every obligation of such Person for money borrowed and every obligation of such Person secured
by any lien, Mortgage, pledge or other security interest upon any property or asset of such Person (whether or not assumed by



    	22



    	



    

such Person), which by its terms matures
at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the time of the computation
of the amount thereof, and which would appear as a liability (other than a current liability or a deferred item) on a statement
of financial position of such Person in accordance with generally accepted accounting principles, (b) all obligations in respect
of lease rentals which would be shown on a balance sheet of the obligor as a liability (other than a current liability or a deferred
item) in accordance with generally accepted accounting principles, (c) all guarantees, direct or indirect, of any such Indebtedness
or of any such obligations of others or of dividends, and (d) all outstanding Preferred Stock of any Restricted Subsidiary.


 


“Preferred Stock” as applied
to the capital stock of any Corporation means stock of any class or classes (however designated) which is preferred as to the payment
of dividends, or as to the distribution of assets on any voluntary or involuntary liquidation or dissolution of such Corporation,
over shares of stock of any other class of such Corporation.


 


“Principal Domestic Manufacturing
Plant” means any manufacturing or processing plant or warehouse (other than such manufacturing plant or warehouse which,
in the opinion of the Board of Directors, is not of material importance to the total business conducted by the Company and its
Subsidiaries taken as a whole) together with the land upon which it is erected and fixtures comprising a part thereof, owned by
the Company or any Subsidiary and located in the United States of America, if the gross book value (without deduction of any depreciation
reserves) of all real property and fixed assets included in such plant on the date as of which the determination is being made
exceeds 1% of Consolidated Net Worth.


 


“Restricted Subsidiary”
means any Subsidiary which is organized under the laws of the United States or of any State or of the District of Columbia and
transacts all or a substantial portion of its business in the United States and which owns a Principal Domestic Manufacturing Plant;
provided, however, that the term shall not include Pitney Bowes Credit Corporation, a Delaware corporation, or any other Subsidiary
(a) which is solely or primarily engaged in the business of providing or obtaining financing for the sale or lease of products
sold or leased by the Company or any Subsidiary or which is otherwise primarily engaged in the business of a finance company either
on a secured or an unsecured basis or (b) which is solely or primarily engaged in the business of owning, developing or leasing
real property other than a Principal Domestic Manufacturing Plant.


 


“Sale and Lease-Back Transaction”
of a Corporation means any arrangement whereby property has been or is to be sold or transferred by such Corporation to any Person
with the intention on the part of such Corporation of taking back a lease of such property with a term of more than 36 months pursuant
to which the rental payments are calculated to amortize the purchase price of such property substantially over the useful life
of such property, and such property is in fact so leased by such Corporation.


 


“Subsidiary” means with
respect to the Company, a Corporation more than 50% of the outstanding Voting Stock of which is owned, directly or indirectly,
by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of
this definition, “Voting Stock” means stock which ordinarily has voting power for the election of directors, whether
at all times or only so long as no senior class of stock has such



    	23



    	



    

voting power by reason of any contingency.


 


“Wholly-Owned Restricted Subsidiary”
means a Restricted Subsidiary all of the outstanding voting stock of which, other than directors’ qualifying shares, and
all the Funded Debt of which shall at the time be owned by the Company or by one or more other Wholly-Owned Restricted Subsidiaries,
or by the Company and one or more other Wholly-Owned Restricted Subsidiaries.





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