DIRECTORS' STOCK PLAN

Exhibit (10)

Pitney Bowes Inc. Directors' Stock Plan
Amended and Restated Effective as of October 11, 1999

Amendment Number 1, effective as of May 12, 2003

Section 5(d) of the Pitney Bowes Inc. Directors' Stock Plan was amended to
reflect the effect of an amendment to the Directors' Stock Ownership Guidelines,
measuring stock ownership in terms of number of shares held rather than market
value. While the amendments are limited to portions of the first two paragraphs
of Section 5(d) of the Directors' Stock Plan, Section 5(d) is reproduced here in
its entirety:

(d) If, pursuant to the Pitney Bowes Inc. Directors' Stock Ownership Policy,
an Eligible Director is considered to own in excess of seven thousand five
hundred (7,500) shares of Common Stock originally acquired under the Plan, such
Eligible Director may during his or her lifetime transfer to a Family Member,
Family Entity or Charitable Organization whole shares of Common Stock
originally acquired under the Plan only to the extent that the number of such
shares to be transferred exceeds 7,500 shares originally acquired under the
Plan; provided, that each of the following conditions is met.

(1) Immediately before and after the date of transfer, the Eligible
Director is considered to have attained the minimum level of stock
ownership under the Pitney Bowes Inc. Directors' Stock Ownership
Policy based on the number of shares originally acquired under the
Plan and held as of the date of transfer;

(2) A Family Member and Family Entity shall not be permitted to further
transfer restricted shares until the restrictions set forth in
Section 5(c) of the Plan have lapsed; provided, however, that a
Charitable Organization may transfer restricted shares upon the
Eligible Director's completion of six months of service with the
Company following the date on which the restricted shares were
granted without regard to the Eligible Director's termination of
service from the Company;

(3) Eligible Directors must comply with applicable securities laws and
regulations with respect to transfers made hereunder; and

(4) Transfers under this Section 5(d) must meet all of the requirements
under applicable provisions of the Internal Revenue Code to be
considered "gift" transfers or charitable contributions, as the case
may be.

(5) For purposes of the Plan, the following definitions shall apply:

(A) Family Member means the Eligible Director's natural or
adopted child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, sister-in-law,
brother-in-law, nephew, niece (including by adoption) and
any person sharing the Eligible Director's household (other
than a tenant or employee);

(B) Family Entity means any trust in which the Eligible Director
has more than a 50% beneficial interest and any entity in
which the Eligible Director and/or a Family Member owns more
than 50% of the voting interests; and

Charitable Organization means any not-for-profit entity recognized as such under
the Internal Revenue Code of 1986, as amended.