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This excerpt taken from the PBI DEF 14A filed Mar 27, 2008. Role of Governance Committee in Determining Director Compensation. In accordance with the Governance Principles of the Board, the Governance Committee reviews and recommends
to the board of directors the amount and form of compensation to non-employee members of the board. The Governance Committee reviews the director compensation policy periodically and consults from time to time with an independent compensation
consultant, selected and retained by the committee, as to the competitiveness of the program. In 2006, the Governance Committee reviewed peer group and market data provided by Steven Hall & Partners in considering and determining non-employee
director compensation effective January 1, 2007. This review resulted in an increase from $45,000 to $65,000 in the annual retainer for non-employee directors. In addition, effective May 2007, restricted stock awards for non-employee
directors were increased from 1,400 shares to 2,200 shares of restricted stock. Also, effective as of January 1, 2007, the board of directors established an annual retainer of $10,000 for the Lead Director. The meeting attendance fees remained
unchanged. The Governance Committee believes that the compensation for Pitney Bowes non-employee directors is appropriate and consistent with the philosophy, or objectives, of the director compensation program as further described in
the Governance Principals of the Board. A summary of the director compensation program is provided below.
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