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Notice of Meeting:

The annual meeting of stockholders of Pitney Bowes Inc. will be held on May 14, 2007, at 9:00 a.m. at the companys World Headquarters, One Elmcroft Road, Stamford, Connecticut. Directions to Pitney Bowes World Headquarters appear on the back cover page of the proxy statement.

The items of business at the annual meeting are:

1.    Election of four directors.

2.    Ratification of independent registered public accounting firm for 2007.

3.    Approval of the Pitney Bowes Inc. 2007 Stock Plan.

4.    Approval of amendment to by-laws of Pitney Bowes Inc. to require majority vote to elect directors in an uncontested election.

5.    Such other matters as may properly come before the meeting, including any continuation of the meeting caused by any adjournment, or any postponement of the meeting.

March 9, 2007 is the record date for the meeting.

This proxy statement and accompanying proxy card are first being distributed on or about March 30, 2007.

 

Amy C. Corn
Corporate Secretary

 

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Certain Relationships and Related-Person Transactions

In November 2006, the board of directors adopted the written Policy on Approval and Ratification of Related-Person Transactions which states that the Governance Committee of the board of directors of Pitney Bowes Inc. is responsible for reviewing and approving any related-person transactions between Pitney Bowes and its directors, nominees for director, executive officers, beneficial owners of more than five percent of any class of Pitney Bowes voting stock and their immediate family members as defined by the rules and regulations of the Securities and Exchange Commission (related persons). It is the expectation and policy of the board of directors that all related-person transactions will be at arms length and on terms that are fair to the company.

Under the related-person transaction approval policy, any newly proposed transaction between Pitney Bowes and a related person must be submitted to the Governance Committee for approval if the amount involved in the transaction is greater than $120,000. Any related-person transactions that have not been pre-approved by the Governance Committee must be submitted for ratification as soon as they are identified. Ongoing related-person transactions are reviewed on an annual basis. The material facts of the transaction and the related persons interest in the transaction must be disclosed to the Governance Committee.

If the proposed transaction involves a related person who is a Pitney Bowes director or an immediate family member of a director, that director may not participate in the deliberations or vote regarding approval or ratification of the transaction but may be counted for the purposes of determining a quorum.

The following related-person transactions do not require approval by the Governance Committee:

1. Any transaction with another company with which a related persons only relationship is as an employee or beneficial owner of less than 10% of that companys shares, if the aggregate amount invested does not exceed the greater of $1,000,000 or two percent of that companys consolidated gross revenues;

2. A relationship with a firm, corporation or other entity that engages in a transaction with Pitney Bowes where the related persons interest in the transaction arises only from his or her position as a director or limited partner of the other entity that is party to the transaction;

3. Any charitable contribution by Pitney Bowes to a charitable organization where a related person is an officer, director or trustee, if the aggregate amount involved does not exceed the greater of $1,000,000 or two percent of the charitable organizations consolidated gross revenues;

4. Any transaction involving a related person where the rates or charges involved are determined by competitive bids; and

5. Any transaction with a related person involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.

The Governance Committee may delegate authority to approve related-person transactions to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any approval or ratification decisions to the Governance Committee at its next scheduled meeting.

Except for the relationship described below, there were no other relationships or related-person transactions during 2006 involving any director, executive officer or beneficial owner of more than five percent of any class of Pitney Bowes voting stock (or any members of their immediate families) to which Pitney Bowes was a party that are required to be disclosed under the rules and regulations of the Securities and Exchange Commission.

Leslie Abi-Karam, Executive Vice President and President, Document Messaging Technologies, is an executive officer of the company who shares a household with a former employee of the company, Scott F. Fuller, who held the position of Vice President, Global Outsourcing. Mr. Fullers total compensation for 2006 was approximately $275,000.

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