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This excerpt taken from the PBI DEF 14A filed Mar 23, 2006.

TABLE 1

SUMMARY COMPENSATION TABLE (CONTINUED)

(4)	No restricted stock was awarded to any of the Named Executive Officers in 2005. As of December 31, 2005, the value of the shares of restricted stock held by each of the Named Executive Officers was as follows: Mr. Critelli, $2,433,600 (57,600 shares); Mr. Martin, $2,716,675 (64,300 shares); Mr. Nolop, $1,301,300 (30,800 shares); Ms. Mayes, $0 (0 shares); and Mr. Keddy, $274,625 (6,500 shares). (These amounts were calculated based on the closing price of the company’s common stock of $42.25 on December 30, 2005.) As reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2006, a total of 12,825 of the 20,000 shares of restricted stock granted to Mr. Martin in April 2004 have vested in accordance with performance-based accelerated vesting provisions.

	Regular quarterly dividends are paid on the shares of restricted stock reported in the Summary Compensation Table. Amounts shown in the table do not include the following dividends paid in 2005 on the shares of restricted stock held by each of the Named Executive Officers: $71,424 for Mr. Critelli; $79,732 for Mr. Martin; $38,192 for Mr. Nolop; and $8,060 for Mr. Keddy.

(5)	Amounts shown for 2005 include company contributions to the Pitney Bowes 401(k) Plan (a tax-qualified plan under Internal Revenue Code Section 401(a)) and the Pitney Bowes Restoration Plan (a non-qualified deferred compensation matching program), respectively, for each of the Named Executive Officers based in the United States, as follows: $8,400 and $76,215 for Mr. Critelli; $8,400 and $37,628 for Mr. Martin; $8,400 and $27,706 for Mr. Nolop; and $8,400 and $21,612 for Ms. Mayes. Mr. Keddy participates in the U.K. defined contribution pension plan, which provides for a company matching contribution up to 2% of his base pay plus bonus. For 2005, the company contributions to Mr. Keddy’s account totaled $13,049. The amounts reported for fiscal year 2003 in last year’s proxy statement differ from the amounts reported above because we had previously reported allowances for financial counseling and the related tax reimbursement under “All Other Compensation.” Such amounts are now categorized as perquisites and tax reimbursements for the purpose of reporting “Other Annual Compensation.”

(6)	Ms. Mayes joined the company as senior vice president and general counsel in February 2003. The annual incentive amounts for Ms. Mayes include an employment bonus paid in installments of $225,000 in 2003 and $75,000 per year in 2004 and 2005. Ms. Mayes also received a one-time stock option grant of 50,000 options in 2003 as an employment bonus.

(7)	Effective December 15, 2005, Mr. Keddy was elected to the position of executive vice president and president, Mailstream International. Prior to this, Mr. Keddy served as president, Global Mailstream Solutions-International. In accordance with the terms of his service agreement and European employment practices, his salary may not be reduced without prior notice. Salary, bonus and certain personal benefits are paid to Mr. Keddy in U.K. pounds sterling. To provide comparability, we have converted such amounts to U.S. dollars using the conversion rate of $1.835 to £1.00 (which is the average of the monthly average conversion rates for 2005).

Shown in Table II below is information regarding options granted in 2005 to the Named Executive Officers.

			TABLE II
STOCK OPTION GRANTS IN 2005

			Percentage of
			Total Options
	Options		Granted to
	Granted		Employees	Exercise or		Grant Date
Name	(#)		in 2005	Base Price⁽¹⁾	Expiration Date	Present Value ($)

Michael J. Critelli	200,000		6.03%	$46.93	February 13, 2015	1,458,000	⁽²⁾
Murray D. Martin	100,000		3.02%	$46.93	February 13, 2015	729,000	⁽²⁾
Bruce P. Nolop	70,000		2.11%	$46.93	February 13, 2015	510,300	⁽²⁾
Michele Coleman Mayes	50,000		1.51%	$46.93	February 13, 2015	364,500	⁽²⁾
Patrick J. Keddy	22,000		0.66%	$46.93	February 13, 2015	160,380	⁽²⁾
	150	⁽³⁾	0.00%	£21.35	May 31, 2011	1,599	⁽⁴⁾

(1)	The exercise price for each option equals the average of the high and low sales prices for a share of the company’s common stock on the date of grant. Of the 200,000 options granted to Mr. Critelli, 195,738 become exercisable in equal installments over a four-year period beginning on the first anniversary of the date of grant and 4,262 become exercisable in equal installments on the third and fourth anniversaries of the date of grant. Of the 100,000 options granted to Mr. Martin, 95,738 become exercisable in equal installments over a four-year period beginning on the first anniversary of the date of grant and 4,262 become exercisable in equal installments on the third and fourth anniversaries of the date of grant. Of the 70,000 options granted to Mr. Nolop, 65,738 become exercisable in equal installments over a four-year period beginning on the first anniversary of the date of grant and 4,262 become exercisable in equal installments on the third and fourth anniversaries of the date of grant. Of the 50,000 options granted to Ms. Mayes, 45,738 become exercisable in equal installments over a four-year period beginning on the first anniversary of the date of grant and 4,262 become exercisable in equal installments on the third and fourth anniversaries of the date of grant. The 22,000 options granted to Mr. Keddy become exercisable in equal installments over a four-year period beginning on the first anniversary of the date of grant.

(2)	Reflects the Black-Scholes valuation at the date of grant of $7.29, based on the following assumptions: 5-year expected life of option, 18% volatility, 2.80% dividend yield, 95% forfeiture risk, 3.5% risk-free rate of return. Because the exercise price for options granted equaled the market price of the common stock on the date of grant, no gain to the Named Executive Officer is possible without an increase in the stock price, which would benefit the company’s stockholders.

(3)	Options are granted under the Pitney Bowes Inc. 1998 U.K. S.A.Y.E. Stock Option Plan. Pursuant to the plan, Mr. Keddy can purchase shares beginning on December 1, 2010 until the Expiration Date. Amounts indicated are in U.K. pounds sterling.

(4)	Reflects the Black-Scholes valuation of the options granted under the Pitney Bowes Inc. 1998 U.K. S.A.Y.E. Stock Option Plan of $10.66, based on the following assumptions: 5-year life of options, exercise price of $47.2188, 17.9% volatility, 5.14% interest rate, and 1.5% yield rate.

Shown in Table III below is information regarding the exercise of options in 2005 by the Named Executive Officers and information regarding their total outstanding options as of December 31, 2005.

This excerpt taken from the PBI DEF 14A filed Mar 24, 2005.

TABLE III

OPTIONS EXERCISED IN 2004 AND 2004 YEAR-END OPTION VALUES

			Number of
			Securities Underlying		Net Value of
	Shares		Unexercised Options		Unexercised in-the-Money
	Acquired	Net Value	at Year-End (#)⁽¹⁾		Options at Year-End ($)⁽²⁾
	on Exercise	Realized
Name	(#)	($)	Exercisable	Unexercisable	Exercisable	Unexercisable

Michael J. Critelli	—	—	901,429	376,319	7,962,966	3,870,039
Murray D. Martin	—	—	343,391	150,642	3,261,579	1,573,777
Matthew S. Kissner	—	—	363,429	150,642	3,461,059	1,573,777
Bruce P. Nolop	14,750	253,358	161,696	104,011	1,419,676	1,069,717
Michele Coleman Mayes	—	—	26,667	83,333	378,138	942,262

(1)		These columns show the aggregate total of unexpired, unexercised options granted through 2004. The number of shares subject to the options has been adjusted to reflect the two-for-one stock split effected in 1997 and the spin-off of Imagistics International Inc. (“Imagistics”) in 2001. With the exception of the October 2000 grant, options become exercisable one-third after the first year, an additional one-third after the second year, and the remaining one-third after the third year. The options granted in October 2000 vest over a four-year period, with one-sixth of the options vesting in 2002, one-third in 2003, one-third in 2004, and the remaining one-sixth in 2005.

(2)		These values are based on $46.28 per share, the closing market price of a share of common stock as of December 31, 2004, net of exercise prices, which range from $24.008 to $44.5885 per share (adjusted to reflect the 1997 stock split and the 2001 spin-off of Imagistics). In all cases, the exercise price equaled the market price of a share at the date of grant.

Table IV, which follows, shows detailed information regarding long-term incentives (other than options) granted under the Key Employees’ Incentive Plan in 2004. Long-term incentives are contingent upon the attainment of one or more specified performance objectives. Specified payments, if any, under the terms of these incentives are paid only to the extent that the stated performance objectives are achieved.

In 2004, a committee of the board of directors, consisting solely of all independent directors, granted CIUs as long-term incentives. CIUs represent a defeasible right to receive cash, the receipt and amount of which are contingent upon the extent to which specified performance objectives are attained during the related three-year period.

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DEF 14A	Mar 23, 2006

DEF 14A	Mar 24, 2005

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