AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 20, 2006
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PITNEY BOWES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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WORLD HEADQUARTERS
1 ELMCROFT ROAD
STAMFORD, CT 06926-0700
DELAWARE TELEPHONE NUMBER: (203) 356-5000 06-0495050
(STATE OR OTHER (ADDRESS OF PRINCIPAL EXECUTIVE (I.R.S. EMPLOYER
JURISDICTION OF OFFICES INCLUDING ZIP CODE IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
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PITNEY BOWES INC. DEFERRED INCENTIVE SAVINGS PLAN
(FULL TITLE OF THE PLAN)
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MICHELE COLEMAN MAYES
SENIOR VICE PRESIDENT AND GENERAL COUNSEL COPIES TO:
PITNEY BOWES INC. RONALD O. MUELLER, ESQ.
WORLD HEADQUARTERS GIBSON, DUNN & CRUTCHER LLP
1 ELMCROFT ROAD 1050 CONNECTICUT AVENUE, N.W.
STAMFORD, CT 06926-0700 WASHINGTON, D.C. 20036
(203) 356-5000 (202) 955-8500
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE(2)
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DEFERRED INCENTIVE SAVINGS $70,000,000 100% $70,000,000 $ 7,490.00
OBLIGATIONS
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(1) The Deferred Incentive Savings Obligations are unsecured obligations of
Pitney Bowes Inc. to pay deferred compensation in the future in accordance
with the terms of the Pitney Bowes Inc. Deferred Incentive Savings Plan. In
addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the
"Securities Act"), this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit
plan described herein.
(2) Calculated solely for the purpose hereof in accordance with Rule 457 of the
Securities Act.
INTRODUCTION
This Registration Statement on Form S-8 is filed by Pitney Bowes Inc., a
Delaware corporation (the "Registrant" or the "Company") relating to the Pitney
Bowes Inc. Deferred Incentive Savings Plan (the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and Exchange
Commission ("Commission") are hereby incorporated by reference into this
Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2005, filed with the Commission on March 13, 2006.
2. The description of the Common Stock set forth under the caption
"Description of Registrant's Securities to be Registered" in the
Registrant's Registration Statement on Form 8-A filed with the
Commission on February 16, 1996 and as amended on January 16, 1998 and
December 19, 2003.
All reports and other documents that the Registrant subsequently files with the
Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities and
Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a
post-effective amendment indicating that the Company has sold all of the
securities offered under this Registration Statement or that deregisters the
distribution of all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement from the date that
the Company files such report or document.
Any statement contained in this Registration Statement or any report or document
incorporated into this Registration Statement by reference, however, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in a subsequently dated report or
document that is also considered part of this Registration Statement, or in any
amendment to this Registration Statement, is inconsistent with such prior
statement, provided, however, that the documents enumerated above or
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act in each year during which the offering made by this
Registration Statement is in effect prior to the filing with the Commission of
the Registrant's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this Registration
Statement or be a part hereof from and after the filing of such Annual Report on
Form 10-K.
The Registrant's Exchange Act file number with the Commission is 001-03579.
ITEM 4. DESCRIPTION OF SECURITIES.
The Deferred Incentive Savings Obligations hereby registered consist of certain
unfunded and unsecured obligations of the Company arising in favor of persons
electing to participate in the Plan. The purpose of the Plan is to aid the
Company and its subsidiaries in retaining and attracting executive employees by
providing them with savings and tax deferral opportunities. The Plan first
became effective for deferral elections made under the Plan on or after
September 9, 1996. The Plan has been amended and restated from time to time. The
Plan was most recently amended and restated effective January 1, 2003. The
Company intends to further amend the Plan in 2006 to comply with the rules
promulgated under Internal Revenue Code (IRC) Section 409A with respect to
deferrals made after December 31, 2004. The Company will comply in good faith
with the requirements of any regulations issued under IRC 409A.
PLAN SUMMARY
DEFERRAL ELECTIONS
The Plan permits executives of the Company electing to participate in the Plan
("Participants") to defer all or any portion of their incentive compensation
awards for certain deferral periods. Certain executive officers may also defer a
portion of their base salaries under the Plan. The Administrative Committee may
establish a minimum annual deferral amount from time to time. Participants may
specify the portion of their compensation to be deferred, which elections shall
become effective with respect to compensation earned in the calendar year
immediately following the enrollment period.
PARTICIPANT ACCOUNTS
When a Participant elects to defer compensation under the Plan, the Company
retains the deferred amount and credits the value thereof (and certain
compensating accruals described below) by book entry to the applicable notional
accounts established and maintained by the Company with respect to such
Participant's deferred compensation. Participants are provided periodic
statements summarizing their notional account balance and activity during each
reporting period.
ASSET ALLOCATION
Participants may designate that their notional accounts be credited with
earnings reference to various investment crediting options available under the
Plan. Participants may request a change in investment crediting options with
respect to some or all notional account balances or future deferrals at any
time. The changes will become effective as soon as practicable after the request
is received by the Company or its third party record keeper. Any unallocated
portion of participant notional account balances will be deemed to be invested
in a money market fund.
EARNINGS
Participant notional accounts will be credited with a rate of return (positive
or negative) based on the performance of the investment options selected by the
Participant. The Company makes available a menu of investment options based on
actual market funds or indices. Investments may be added or deleted at the sole
discretion of the plan administrator. The Plan is administered by the Executive
Compensation Committee of the Board of Directors of the Company (the
"Compensation Committee"). The Compensation Committee has delegated to the
Administrative Committee (comprised of certain members of the Company's
management team) responsibility for performing certain administrative and
ministerial functions under the Plan.
DISTRIBUTION
A distribution from the Plan shall be made to a Participant upon the following
events:
RETIREMENT
Participants who retire will receive their account balance based on their
election as follows:
a. Full or partial lump-sum payment
b. The balance in 5, 10 or 15 annual installments as elected by the
Participant; the amount of each installment to equal the balance
in the account at each subsequent payment date divided by the
number of installments remaining to be paid
c. Account balances less than $50,000 will be distributed in a lump
sum.
TERMINATION
Participants who terminate employment for any reason other than retirement,
will receive their total account balance in a single lump sum.
DEATH OR DISABILITY
Upon a Disability (as defined in the Plan) or at the Death of a
Participant, the remaining amount in all accounts (including all In-Service
accounts) will be paid to the Participant or Beneficiary in a single lump
sum.
IN-SERVICE DISTRIBUTIONS
A Participant may elect to receive some or all of a particular year's
deferral and related earnings on a particular date (the "In-Service
distribution date") prior to retirement or termination of employment which
is at least three years from the end of the Plan Year. The elected deferral
amount is credited to a notional In-Service account with a specified
distribution date determined by the Participant.
Distributions from notional In-Service accounts can be made in a lump sum
or in five annual installments. Notional In-Service accounts are typically
used to save for specific financial needs at a specified date (i.e. college
tuition, etc.).
FINANCIAL HARDSHIP
In the event of an unforeseen financial emergency beyond the Participant's
control, a Participant may request a withdrawal from the Administrative
Committee of an amount necessary to satisfy the hardship (provided that the
Participant does not have other resources to meet the hardship).
VOLUNTARY WITHDRAWAL
A Participant may request a withdrawal (minimum $2,500) of up to 100% of
his/her account balance subject to a forfeiture of 10% of the amount
withdrawn, for compensation deferred prior to January 1, 2005.
MODIFYING ELECTIONS
A modification to a Participant's elections under the Plan may be made as
follows:
IN-SERVICE DISTRIBUTIONS
For deferrals made prior to 12/31/04, Participants may extend each
In-Service Distribution Date twice by at least one year (a distribution
date may not be accelerated). For deferrals made after 1/1/05, Participants
may extend an In-Service Distribution Date, subject to IRC 409A rules.
RETIREMENT
For deferrals prior to 12/31/04, a Participant may change the distribution
schedule from lump sum to annual installments or from annual installments
to lump sum. For Participant deferrals after 1/1/05, a Participant may
change the distribution schedule from a lump to annual installments,
subject to IRC 409A rules.
TAX CONSEQUENCES AND WITHHOLDING
Under current Federal law, Participant accounts are not subject to Federal
income tax (or income tax withholding) until distributed to the Participant.
Participant deferrals are subject to FICA withholding (Social Security and
Medicare) at the time the deferral is made.
BENEFICIARY DESIGNATION
Participants may designate one or more beneficiaries to receive benefits paid at
a Participant's death. Participants may change their Beneficiary designation at
any time by completing the proper election form.
RABBI TRUST
The Company has established an irrevocable trust (known as a Rabbi Trust) which
enables the Company to transfer assets into the Trust and hold such assets
separate from other general corporate assets for the purpose of paying future
Participant benefit obligations. In order for the Plan to qualify for important
exemptions under the Employee Retirement Income Security Act ("ERISA") and to
maintain the tax-deferred status of Participant accounts, assets held in the
Rabbi Trust remain available to the general creditors of the Company.
To maintain the tax benefits of the Plan, Participants do not have an ownership
interest in Rabbi Trust assets or in any other specific assets of the Company.
CLAIMS
The Plan contains a claims procedure, which is described in detail in the Plan
document.
UNFUNDED PLAN
The obligation of the Company to pay Participants the amount of their accounts
under the Plan is unfunded and constitutes a general unsecured obligation of the
Company that ranks PARI PASSU with other unsecured and unsubordinated
indebtedness of the Company. Assets of the Company segregated or identified by
the Company for the purpose of paying deferred compensation obligations under
the Plan are general corporate assets of the Company subject to the claims of
its creditors.
NONASSIGNABILITY
Except as specifically set forth in the Plan with respect to the designation of
Beneficiaries, neither a Participant nor any other person has the right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise
encumber, transfer, hypothecate or convey in advance of actual receipt of the
amounts, if any, payable hereunder, or any part thereof, which are, expressly
declared to be unassignable and non-transferable. Upon the death of a
Participant, his or her beneficiaries, as designated by the Participant to his
or her employer or, in the absence of such designation, by the personal
representative of Participant's estate, shall be entitled to payments that would
otherwise be made to the Participant under the Plan. The Company's obligations
to pay amounts of deferred compensation under the Plan are not convertible into
securities of the Company, and Participants have no voting rights with respect
to the Plan or such obligations. Such obligations will not have the benefit of a
negative pledge or any other affirmative or negative covenant on the part of the
Company. No trustee has been appointed having authority to take
action with respect to the Plan or the Company's obligations thereunder, and
each Participant is responsible for acting independently with respect to, among
other things, the giving of notices, responding to any request for consents,
waivers or amendments pertaining to the Plan or deferrals thereunder, and
enforcing the Company's obligations under the Plan.
PLAN ADMINISTRATION
The Compensation Committee administers the Plan. The Compensation Committee has
delegated certain duties and responsibilities to the Administrative Committee,
which is comprised of certain members of senior management of the Company. The
Compensation Committee has full discretionary authority to interpret the Plan,
to determine benefits payable to Participants, to maintain records, to make
rules for the regulation of the Plan and to appoint plan administrators and to
take other actions necessary for the proper administration of the Plan. The Plan
may be amended or terminated at any time and from time to time by the Board of
Directors or the Compensation Committee, except that no such amendment may
decrease the balance in any Account as accrued at the time of such amendment,
nor shall any amendment have a retroactive effect except if such retroactivity
does not cause a materially adverse financial effect.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law allows for indemnification
of any person who has been made, or threatened to be made, a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he or she
is or was serving as a director, officer, employee or agent of the registrant or
by reason of the fact that he or she is or was serving at the request of the
registrant as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. In certain circumstances,
indemnity may be provided against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement if the person acted in good
faith and in the manner reasonably believed by him to be in, or not opposed to,
the best interests of the registrant and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. In any
proceeding by or in the right of the registrant, no indemnification may be made
if the person is found to be liable to the corporation, unless and only to the
extent the court in which the proceeding is brought or the Delaware Court of
Chancery orders such indemnification.
Section 102(b)(7) of the Delaware General Corporation Law provides that a
certificate of incorporation may contain a provision eliminating or limiting the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. The
Company's Restated Certificate of Incorporation includes a provision limiting
such liability.
The Restated Certificate of Incorporation of the Company provides that each
person who was or is made a party to or is threatened to be made a party to or
is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding"), by reason of the fact that he
or she, or a person of whom he or she is the legal representative, is or was a
director or officer of the Company or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit
plans, whether the basis of such proceeding is alleged action in an official
capacity as a director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent, shall be indemnified
and held harmless by the Company to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Company to provide broader indemnification rights than said law
permitted the Company to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators. Such right to indemnification is a contract right
and includes the right to be paid by the Company the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, if the Delaware General Corporation Law requires, the payment of
such expenses incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Company of
an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to such indemnity.
The foregoing statements are specifically made subject to the detailed
provisions of the Delaware General Corporation Law and the Restated Certificate
of Incorporation of the Company.
The Company has a directors and officers liability insurance policy that will
reimburse the Company for any payments that it shall make to directors and
officers pursuant to law or the indemnification provisions of its Restated
Certificate of Incorporation and that will, subject to certain exclusions
contained in the policy, further pay any other costs, charges and expenses and
settlements and judgments arising from any proceeding involving any director or
officer of the Company in his or her past or present capacity as such, and for
which he may be liable, except as to any liabilities arising from acts that are
deemed to be uninsurable.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
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4.1 Restated Certificate of Incorporation, as amended
4.2 Certificate of Amendment to the Restated Certificate of
Incorporation
4.3 By-laws, as amended
5.1 Opinion of Gibson, Dunn & Crutcher LLP
10.1 Pitney Bowes Inc. Deferred Incentive Savings Plan (as amended and
restated effective January 1, 2003)
23.1 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
ITEM 9. UNDERTAKINGS.
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement;
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof; and
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
[SIGNATURES ON THE NEXT PAGE]
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Stamford, State of Connecticut, on this 17th day of March, 2006.
PITNEY BOWES INC.
(Registrant)
By:
/s/ Michael J. Critelli
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Name: Michael J. Critelli
Title: Chairman and Chief Executive
Officer
NAME AND SIGNATURE TITLE DATE
Chairman and Chief Executive March 17, 2006
Officer (Principal Executive
/s/ Michael J. Critelli Officer)
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Michael J. Critelli
Senior Vice President and Chief March 17, 2006
Financial Officer (Principal
/s/ Bruce P. Nolop Financial Officer)
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Bruce P. Nolop
Vice President - Finance and Chief March 17, 2006
Accounting Officer
/s/ Steven J. Green (Principal Accounting Officer)
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Steven J. Green
/s/ Linda G. Alvarado Director March 17, 2006
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Linda G. Alvarado
/s/ Colin G. Campbell Director March 17, 2006
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Colin G. Campbell
/s/ Anne S. Fuchs Director March 17, 2006
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Anne S. Fuchs
/s/ Ernie Green Director March 17, 2006
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Ernie Green
/s/ James H. Keyes Director March 17, 2006
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James H. Keyes
/s/ John S. McFarlane Director March 17, 2006
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John S. McFarlane
/s/ Eduardo R. Menasce Director March 17, 2006
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Eduardo R. Menasce
/s/ Michael I. Roth Director March 17, 2006
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Michael I. Roth
/s/ David L. Shedlarz Director March 17, 2006
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David L. Shedlarz
/s/ Robert E. Weissman Director March 17, 2006
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Robert E. Weissman
EXHIBIT INDEX
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
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4.1 Restated Certificate of Incorporation, as
amended, incorporated by reference to Exhibit
(3)(a) to Form 10-Q as filed with the Commission
on August 14, 1996 (Commission file number
1-3579) N/A
4.2 Certificate of Amendment to the Restated
Certificate of Incorporation (as amended May 29,
1996), incorporated by reference to Exhibit
(3)(a.1) to Form 10-K as filed with the
Commission on March 27, 1998 (Commission file
number 1-3579) N/A
4.3 By-laws, as amended, incorporated by reference
to Exhibit 3(ii)) to Form 10-Q as filed with the
Commission on November 16, 1998 (Commission file
number 1-3579) N/A
5.1 Opinion of Gibson, Dunn & Crutcher LLP 14
10.1 Pitney Bowes Inc. Deferred Incentive Savings
Plan, as amended and restated effective January
1, 2003, incorporated by reference to Exhibit
(vi) to Form 10-K as filed with the Commission
on March 13, 2006 (Commission file number
1-3579) N/A
23.1 Consent of Gibson, Dunn & Crutcher LLP
(contained in Exhibit 5.1) N/A
23.2 Consent of PricewaterhouseCoopers LLP 16