Pitney Bowes (PBI)

Role of the Executive Compensation Committee in Determining Executive Compensation

At the beginning of each year, our chief executive officer, on behalf of senior management, recommends to the Committee financial and strategic objectives for the company. In addition, senior management recommends target levels of annual and long-term incentive compensation. The Committee then reviews and determines whether to approve or modify the enterprise financial and strategic objectives and the target levels of annual and long-term incentive compensation as submitted.

For 2007, the annual incentive for all named executive officers other than Kevin S. Weiss was tied 100% to the enterprise objectives and long-term cash incentive unit compensation was tied 100% to the enterprise objectives for all named executive officers. Mr. Weiss was no longer an executive officer of the company at the end of 2007. Disclosure of Mr. Weiss’ compensation is included in this proxy statement in accordance with the Securities and Exchange Commission rule requiring disclosure for up to two additional individuals who would have been included in the proxy statement but for the fact that they were no longer serving as an executive officer at the end of 2007. Mr. Weiss’ annual incentive payout is based 75% on enterprise performance and 25% on the performance of the North American mailing business.

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