8-K: Current report

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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

December 22, 2004 (December 16, 2004)
Date of Report (Date of earliest event reported)


Pitney Bowes Inc.
(Exact name of registrant as specified in its charter)

Delaware 1-3579 06-0495050
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)

World Headquarters
One Elmcroft Road, Stamford, Connecticut 06926-0700
(Address of principal executive offices)

(203) 356-5000
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))


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Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On December 16, 2004, Pitney Bowes Inc. (the "Company") entered
into a Separation Agreement with Matthew S. Kissner (the "Separation
Agreement"), the Company's Executive Vice President and Group President, Global
Enterprise Solutions. Pursuant to the Separation Agreement, Mr. Kissner will
continue to serve the Company as Executive Vice President and Group President
and to fulfill his additional duties with the Company until December 31, 2004
(the "Separation Date"). Mr. Kissner will continue to receive his current salary
and participate in the Company's benefit plans as an active employee of the
Company through the Separation Date.

The Separation Agreement provides that Mr. Kissner will receive a monthly
severance payment of $80,000 beginning January 1, 2005 and continuing until
December 31, 2006. In addition, in consideration for signing the Separation
Agreement, and in lieu of all benefits under any program, plan, and policy of
the Company, except as set forth specifically in the Separation Agreement, Mr.
Kissner will receive a lump sum cash payment of $975,000. The benefits set forth
in the Separation Agreement include: (i) a prorated payout of outstanding Cash
Incentive Units based on his active service, (ii) professional financial
counseling and tax preparation services for 12 months, including $1,500 for
expenses resulting from the preparation of Mr. Kissner's 2005 federal and state
tax returns, (iii) up to $50,000 in executive outplacement services and (iv)
payment of the 2004 annual incentive pursuant the Company's Incentive Plan, the
amount of which will be determined and paid, based upon the Company's customary
administrative practices and procedures, along with the annual incentives paid
to Company executives in February 2005. Mr. Kissner will receive a lump sum
payment representing the value of all accrued but unused 2004 vacation time and
the value of Mr. Kissner's vested benefit under the Company's Deferred Incentive
Savings Plan, as well as his vested benefits under the Company's tax-qualified
and non-tax qualified pension plans. Additionally, Mr. Kissner and his eligible
dependents may, at Mr. Kissner's option, continue to participate in the
Company's group medical and dental plans until December 31, 2006 on the same
terms available from time to time to Company employees.

Pursuant to the Separation Agreement, Mr. Kissner will forfeit (i) all
stock option grants that are not at least partially vested as of December 31,
2004 and (ii) all outstanding unvested Restricted Stock Awards as of December
31, 2004. Mr. Kissner will retain his employee stock options that are fully or
partially vested as of December 31, 2004, which options pursuant to the plan
terms will continue to vest and remain exercisable until the earlier of the
tenth anniversary of their grant or December 31, 2006. Additionally, the
Separation Agreement provides that Mr. Kissner will be bound by (i) a
confidentiality provision (ii) a covenant not to compete with the Company for
two years following the Separation Date in the geographic areas in which the
Company operates and (iii) a non-solicitation provision for two years following
the Separation Date.

Mr. Kissner may revoke his execution of the Separation Agreement at
any time within seven days from the date of the agreement. In the event Mr.
Kissner does not revoke his execution of the agreement, then following the
Separation Date, as a condition to receiving benefits under the Separation
Agreement, Mr. Kissner will be required to sign a form - attached as Exhibit A
to the Separation Agreement - releasing and waiving any claims that Mr. Kissner
might have against the Company.


Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

10.1 Separation Agreement, dated as of December 16, 2004 by and between the
Company and Matthew S. Kissner


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Pitney Bowes Inc.

December 22, 2004




/s/ B.P. Nolop
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B.P. Nolop
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)








/s/ J.R. Catapano
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J.R. Catapano
Controller
(Principal Accounting Officer)


Exhibit 10.1

SEPARATION AGREEMENT

AGREEMENT dated as of the 16th day of December, 2004 between Pitney Bowes
Inc., a Delaware corporation including its subsidiaries, affiliates and
divisions (collectively the "Company"), and Matthew S. Kissner (the
"Executive").

WHEREAS, the Company has announced that it is realigning its organizational
structure to deliver enhanced customer and shareholder value; and

WHEREAS, the Executive, as part of the design of the new structural
alignment, will be leaving the Company; and

WHEREAS, the parties desire to enter into this Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein and for other good and valuable consideration, the parties agree as
follows:

SECTION 1. Definitions

For purposes of this Agreement, the following terms shall have the meanings
indicated.

"Board" means the Board of Directors of the Company.

"Separation Date" means December 31, 2004.

"Severance Period" means the period from January 1, 2005 up to and
including December 31, 2006.

"Transition Period" means the period from December 16, 2004 up to and
including December 31, 2004.

SECTION 2. Term of the Agreement

This Agreement shall be in effect from the date hereof.

SECTION 3. Transition Duties

During the Transition Period, the Executive will continue to serve the
Company as Executive Vice President and Group President and will complete his
work on the Company's Leadership Review Process, assist with year-end
performance and evaluation and perform other assignments as necessary and
appropriate. The Executive will continue to receive his current base salary and
participate in all other Company benefit plans as an active employee. At the
conclusion of the Transition Period, the Executive will begin the Severance
Period.

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SECTION 4. Severance

During the Severance Period, the Executive will receive severance
pay of $80,000 per month ("Severance Pay") through the Severance Period.
Severance will be paid on regular paydays.

SECTION 5. Other Incentives

(a) The Company shall pay the Executive a 2004 annual incentive under the
Pitney Bowes Incentive Plan ("PBIP") recognizing Executive's service through
December 31, 2004 and based on the Pitney Bowes rating, along with the annual
incentives paid to other executives in February 2005. The award will be
determined based upon customary administrative practices and procedures under
the PBIP.

(b) The Company shall pay the Executive a prorated payout of outstanding
Cash Incentive Units ("CIUs") pursuant to the KEIP at the close of each
respective cycle in accordance with the terms of KEIP; provided, however, that
such payout of CIUs shall be based on the Executive's total number of completed
months of active service with the Company during each 36 month CIU cycle and on
the achievement of performance-based targets associated with the CIUs. For
purposes of this prorated calculation, the targeted payout shall be multiplied
by a fraction, the numerator of which is the Executive's total number of
completed months of active service with the Company through the Separation Date
during the particular CIU cycle and the denominator of which is 36.

(c) (i) The Executive shall forfeit all stock option grants that are not
at least partially vested at the Separation Date. Stock option grants that are
partially vested at the Separation Date will remain exercisable through December
31, 2006 and vesting of such awards will continue up to that date, but in each
case no event later than the expiration date set for each award under the terms
of the Pitney Bowes Stock Plan. Customary administrative rules and procedures
under the Pitney Bowes Stock Plan will apply to all stock option exercises. The
Executive will not be eligible for any stock options grants after Executive's
Separation Date.

(ii) The Company shall pay the Executive an additional sum of
$975,000 in consideration for executing this Agreement and in lieu of all
benefits under any and all programs, plans, practices or policies of the
Company, except as specifically set forth in this Agreement or as may be
required with respect to any vested benefits under any tax-qualified or non-tax
qualified pension plan maintained or contributed to by the Company or Section
4980B of the Internal Revenue Code; provided, however, that in the event of a
change in control of the Company prior to the Separation Date, the Executive
shall be entitled to the payments and benefits that exist under the Company's
Senior Executive Severance Policy, which payments and benefits may be offset by
the payments and benefits made to the Executive under this Agreement. Such
payment shall not be benefit bearing and shall be payable in a lump sum within
30 business days after the Separation Date.

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(iii) All outstanding unvested Restricted Stock Awards shall be
forfeited upon the Executive's Separation Date.

(d) Notwithstanding anything in this Agreement to the contrary, if, after
consultation with the Executive's legal counsel, the Company and the Executive
mutually determine that payment of any amounts under this Agreement is required
to be postponed in order to avoid disadvantageous tax treatment under Section
409A of the Internal Revenue Code (the "Code"), payment of such amounts shall be
postponed for up to six (6) months until payment is permitted under Section 409A
of the Code. If payment of such amounts is postponed, the postponed portion,
plus interest, compounded monthly, at the short-term applicable federal rate
that is used for the purposes of Section 1274(d) of the Code for the calendar
month in which such postponement first occurred, will be paid as soon as
permitted under Section 409A of the Code.

SECTION 6. Plan Benefits

(a) The Executive and his eligible dependents may at his option elect to
continue to participate in the Company's group medical and dental plans (or any
successor medical or dental plans adopted by the Company) (collectively,
"Medical Plans") during the Severance Period on the same terms applicable from
time to time to active employees. The Executive understands that although he and
his eligible dependents may continue to participate in the Company's Medical
Plans, in accordance with the terms of the Medical Plans, the Company reserves
the right to amend, modify and terminate the Medical Plans, including without
limitation, change carriers, modify plan designs and pricing and make other
changes to the Medical Plans and policies.

(b) The Executive shall be entitled to his vested benefit under the
Deferred Incentive Savings Plan (the "DISP") in accordance with the terms and
conditions of the DISP.

(c) Severance Pay in Section 4 above is considered as earnings for the
purposes of the Company's defined benefit pension plans and the Severance Period
counts as service for purposes of the Company's defined benefit pension plans.
Pension benefits accrued on account of this paragraph shall be paid out of the
Company's qualified pension plan or non-qualified pension plan as provided under
the plans and allowable by law.

(d) All accrued but unused 2004 vacation not taken prior to the
Executive's Separation Date will be paid in a lump sum after his Separation
Date.

(e) If the Executive has elected life insurance coverage, it will be
through Group Universal Life. His rights and choices will be governed by the
carrier regardless of whether he agrees to the terms of this Agreement.
Continuation of coverage, if any, will be handled by him directly with the
insurance carrier.

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(f) Short term disability, long term disability and accidental death and
dismemberment coverage will end on the Executive's Separation Date.

(g) Contributions to the 401(k) Plan are not allowed from severance
payments. Plan provisions will apply for deferrals or distributions from the
Plan upon separation.

SECTION 7. Perquisites

(a) As of the Separation Date, the Company shall cease to provide the
Executive with an automobile allowance.

(b) The Executive shall continue to be provided at the Company's sole
expense with professional financial counseling and tax preparation services for
a period of 12 months following the Separation Date, subject to reasonable
limitations as to dollar amounts established by the Company on a uniform basis
for similarly situated executives. In addition, the Company shall pay the
Executive the net amount of $1,500 for expenses resulting from the preparation
of the Executive's 2005 federal and state tax return. This payment shall be made
within 30 business days after the Separation Date.

(c) The Executive shall be provided with up to $50,000 in executive
outplacement services to assist him with networking, career planning and job
search.

(d) Any payments made under this Section 7 shall be in lieu of any other
perquisites to which the Executive may otherwise be entitled under the programs,
plans, practices or policies of the Company following the Separation Date.

SECTION 8. Covenants

(a) Confidentiality.
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(i) The Executive will at all times (whether during or after his
employment with the Company) hold all Confidential Information in strictest
confidence and not use or disclose directly or indirectly any Confidential
Information to any individual, partnership, corporation, limited liability
company, trust or other entity (each, a "Person"), without prior written
authorization of the Chairman and Chief Executive Officer of the Company.
"Confidential Information" means any Company proprietary information, technical
data, trade secrets and know-how, including but not limited to research, product
plans, products, services, passwords, customer lists and customers (including
but not limited to customers of the Company on whom the Executive called or with
whom the Executive became acquainted during his employment), markets, software,
developments, inventions, processes, formulas, technology, designs, drawings,
engineering, hardware configuration information, marketing, finances and other
business information disclosed to the Executive by the Company either directly
or indirectly in writing, orally or by drawings or observation or generated by
the Executive during his employment with the Company. The Executive further
understands that Confidential Information does not include any of the foregoing
items that has become

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publicly known and made generally available through no wrongful act of his or of
others who were under confidentiality obligations as to the item or items
involved.

ii. The confidentiality obligations herein shall not prevent the
Executive from revealing evidence of civil or criminal wrongdoing to law
enforcement or other regulatory authority or prohibit the Executive from
divulging confidential information or trade secrets by order of court or agency
of competent jurisdiction; however the Executive shall concurrently inform the
Company that he is availing himself of this exclusion from the confidentiality
obligations.

(b) Non-Competition. At all times during his employment and for the two
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year period following the Separation Date the Executive will not, except with
the prior written consent of the Company, become engaged in or become
interested, directly or indirectly, as a director, officer, employee, manager,
10% or greater stockholder of, partner in, or consultant to any business which
is competitive to the Company and for which the Executive will have
responsibility for any products or services in the following areas:

on and off-site facilities management services, excluding business
process outsourcing services in which the Company is neither engaged
nor has specifically determined to enter as of the date of this
Agreement, which are specifically related to:
i. incoming mail and mail management services;
ii. commercial and office support services involving copy or
reprographic service, records, document management, electronic
processing and imaging services;
iii. law firm support services involving copy or reprographic
service, records, document management, electronic processing and
imaging services; or
iv. products, software and professional services provided to
Automated Document Factory operations;
v. litigation support, dMail, Six Sigma consulting and process
engineering, secure mail, color print on demand, direct
marketing application, accounts payable, mail services
information systems, and digital mail room;

development, manufacture, or distribution of mail finishing or sorting
equipment, including production mail or postage meters, shipping and
logistics equipment, or software and services or supplies which are
used in mailing and shipping functions, document composition or data
quality; or

provision of sales-aid leasing or other financing for mailing-related
products or services;

all within the geographic areas where the Company engages in these activities.

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The Executive may request the Company's written approval to become a Director in
a tangential competitor deemed insignificant by the Company which approval shall
not be unreasonably withheld.

(c) Non-Solicitation of Employees. For the duration of the two-year Period
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following the Separation Date, the Executive shall not directly or indirectly:

(i) solicit, entice, or encourage any management, sales, or
professional employee of the Company or any individual independent
contractor (subject to 1099 reporting) of the Company who
possesses confidential information of the Company, to terminate
his relationship with the Company, or communicate with such
employee or independent contractor for such purposes, or

(ii) hire any such individual as an employee or an independent
contractor, provided that nothing contained herein shall preclude
the Executive from hiring any such individual as an employee or an
independent contractor if such individual terminated his
relationship with the Company more than one year prior to being
hired by the Executive or a company by which the Executive is
employed, or

(iii) otherwise knowingly approve the taking of such actions by any
other person, except with the prior written consent of the
Company.

(d) Non-Solicitation of Customers. At all times during his employment and
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during the two year period following the Separation Date, the Executive will not
directly or indirectly, solicit, divert or take away, or attempt to solicit,
divert or to take away, the business or patronage of any of the customers or
accounts, or prospective customers or accounts of the Company with which the
Executive had direct or indirect contact, or had dealings with during his
employment with the Company, other than for any business that is not
"competitive" (as defined in Section 8(b) above) with the Company.

(e) Non-Disparagement. At all times during his employment with the Company
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and thereafter, the Executive and, to the extent set forth in the next sentence,
the Company agree that each party will not knowingly make any statement, written
or oral, which disparages or is derogatory to the other party in any
communications with any customer or client or in any communications made in a
public manner. The Company's obligations under the preceding sentence shall be
limited to communications by its senior corporate executives and members of the
Board of Directors. Notwithstanding the foregoing, nothing in this Section shall
prohibit any person from making truthful statements when required by order of a
court or other body having jurisdiction or as required by law.

(f) Cooperation. At any time on or after the Separation Date, the
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Executive agrees to cooperate fully with the Company in the handling or
investigation of any administrative charges, government inquiries or lawsuits
involving the Company and to

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provide such information as the Company may reasonably request with respect to
any Company-related transaction, investment or other matter in which the
Executive was involved in any way while employed by the Company. In the event
the Company requires the Executive's cooperation in accordance with this
Section, the Company shall reimburse the Executive for all reasonable expenses
(including attorneys' fees) that the Executive may incur in connection with such
cooperation upon submission of receipts and following the Severance Period,
shall compensate the Executive for such cooperation at a reasonable per diem
rate to be negotiated by the parties.

SECTION 9. Remedies

(a) The Executive acknowledges and agrees that the Company's remedies at
law for a breach or threatened breach of any of the provisions of Section 8
hereof would be inadequate and, in recognition of this fact, the Executive
agrees that, in the event of such a breach or threatened breach, in addition to
any remedies at law, the Company, without posting any bond, shall be entitled to
seek equitable relief in the form of specific performance, temporary restraining
order, temporary or permanent injunction or any other equitable remedy which may
then be available.

(b) Notwithstanding any provision of this Agreement to the contrary, from
and after any breach by the Executive of the provisions of Section 8 hereof, the
Company shall provide written notice to the Executive of such breach. If the
Executive fails to correct his violation within 30 days, the Company shall cease
to have any obligations to make payments or provide benefits to the Executive
under this Agreement. The Executive also agrees to return to the Company the
full value of any compensation and benefits provided to the Executive while he
was in violation of any of the provisions in Section 8 hereof, and to compensate
the Company for any actual economic damages suffered by the Company as a result
of a breach of any of the provisions of Section 8 hereof.

(c) It is expressly understood and agreed that the Executive and the
Company consider the restrictions contained in Section 8 hereof to be
reasonable. If a final judicial determination is made by a court of competent
jurisdiction that the time or territory or any other restriction contained in
this Agreement is an unenforceable restriction against the Executive, the
provisions of this Agreement shall not be rendered void but shall be deemed
amended to apply as to such maximum time and territory and to such maximum
extent as such court may judicially determine or indicate to be enforceable.
Alternatively, if the final decision of any tribunal of competent jurisdiction
determines that a particular restriction contained herein is unenforceable, and
such restriction cannot be amended so as to make it enforceable, such finding
shall not affect the enforceability of any of the other restrictions contained
herein.

SECTION 10. Release and Waiver of Claims

(a) It is understood and agreed that as a condition to the Executive
becoming entitled to any payments or benefits under this Agreement, the
Executive agrees, that

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on behalf of himself, his heirs and personal representatives, he releases and
discharges the Company from

(i) any and all charges, claims and causes of action arising, directly
or indirectly out of his employment or his separation from the Company, whether
known or unknown, arising from any and all bases, including but not limited to
any claims involving tortious course of conduct, breach of contract, defamation
and public policy, claims for wages and benefits, monetary and equitable
release, punitive or compensatory damages, outrage, outrageous conduct, fraud,
promissory estoppel, negligence, intentional or negligent infliction of mental
or emotional distress, breach of promise, and breach of the covenant of good
faith and fair dealing; and

(ii) any and all charges, claims and causes or action he may have,
whether known or unknown, under Title VII of the Civil Rights Act of 1964, as
amended; the Age Discrimination in Employment Act of 1967, as amended; the
National Labor Relations Act, as amended; the Civil Rights Act of 1991, as
amended; 42 U. S. C. 1981, as amended; the Americans with Disability Act of
1990; the Family and Medical Leave Act; the Connecticut Fair Employment
Practices Act, as amended; the Employee Retirement Income Security Act of 1974,
as amended; and various state and local human rights laws of contract and tort,
otherwise relating to his employment at the Company.

(b) The Company hereby releases, remises and acquits the Executive and his
successors, heirs and advisers, jointly and severally, from any and all claims
arising directly or indirectly out of his employment or separation from the
Company, known or unknown, which the Company has or may have against the
Executive arising on or prior to the date of this Agreement, whether denominated
claims, demands, causes of action, obligations, damages or liabilities arising
from any and all bases, however denominated, including but not limited to all
contractual claims and any claims under law. The release is for any relief, no
matter how denominated, including, but not limited to, injunctive relief,
compensatory damages or punitive damages. This release shall not apply to any
obligation of the Executive pursuant to this Agreement.

(c) The release and waiver referred to in paragraph (a) above shall not
apply to the Executive's vested rights under the Company's benefit plans and
Workers' Compensation laws, any rights or claims that may arise after the date
that the Executive signs this Agreement, and any rights under the provisions of
this Agreement. The release and waiver in paragraph (a) above shall be effective
with respect to the Company, its subsidiaries, affiliates and divisions and
their respective successors and assigns ("Affiliates"), the directors, officers,
representatives, shareholders, agents, employees of the Company and the
affiliates, and their respective heirs and personal representatives. This
release is for any relief, no matter how denominated, including, but not limited
to, injunctive relief, compensatory damages or punitive damages. The Executive
represents and warrants that he has not suffered any on-the-job personal injury
for which he has not already filed a claim.

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(d) To the fullest extent permitted by law, and subject to the provisions
of Paragraph (e) below, the Executive represents and affirms that (i) he has not
filed or caused to be filed on his behalf any claim for relief against the
Company and, to the best of his knowledge and belief, no outstanding claims for
relief have been filed or asserted against the Company on his behalf; and (ii)
he will not file, commence or prosecute any judicial or arbitral action or
proceeding against the Company based upon or arising out of any act, omission,
transaction, occurrence, contract, claim or event existing or occurring on or
before Date of this Agreement except as otherwise provided for in this
Agreement.

(e) Nothing in this Agreement shall prohibit or restrict the Executive
from (i) making any disclosure of information required by law; (ii) providing
information to, or testifying or otherwise assisting in any investigation or
proceeding brought by any federal or state regulatory or law enforcement agency
or legislative body, any self-regulatory organization, or the Company's legal or
compliance departments; or (iii) testifying, participating in or otherwise
assisting in a proceeding relating to an alleged violation of the Sarbanes-Oxley
Act or any federal, state or municipal law relating to fraud or any rule or
regulation of the Securities and Exchange Commissioner, or any self-regulatory
organization.

(f) Following the Separation Date, the payments and benefits described in
Section 4, 5 and 6 of this Agreement shall not be paid until the Executive has
delivered to the Company an executed, additional Waiver and Release covering the
Transition Period in the form of Exhibit A.

SECTION 11. Death of Executive after Entitlement to Payment

If the Executive dies at any time after the date of this Agreement, any of
the amounts or benefits otherwise payable to the Executive under this Agreement
(or, in the case of Section 6, required to be provided to the Executive or his
eligible dependents) remaining unpaid or not provided for at his death shall be
paid to the Executive's designated beneficiary or, if none is designated, to his
estate (or, in the case of Section 6, provided to the Executive's eligible
dependents) at the same time such amounts or benefits would have been provided
to the Executive under this Agreement had the Executive survived.

SECTION 12. Miscellaneous

(a) Indemnification. The Company agrees that if the Executive is made a
----------------
party or threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a "Proceeding") (other
than any Proceeding related to any contest or dispute between the Executive and
the Company with respect to this Agreement by reason of the fact that the
Executive is or was an employee of the Company or is or was serving at the
request of the Company, as a director, officer, member, employee or agent of
another corporation or a partnership, joint venture, trust, employee benefit
plan or other enterprise, provided that he did not receive separate

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compensation for such service, the Executive shall be indemnified and held
harmless by the Company to the extent provided in and subject to the procedures
and conditions in the Company's certificate of incorporation and by-laws (as the
same may be amended from time to time), except to the extent arising out of or
based upon the gross negligence or willful misconduct of the Executive. In no
event shall the indemnification provided to the Executive be less than the
indemnification that is provided to then current executive officers of the
Company.

(b) Director and Officer Insurance. The Company agrees to continue to
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maintain directors' and officers' liability insurance covering the Executive, on
the same basis and terms as the Company provides generally for its executive
vice presidents and above, until such time as suits against the Executive with
respect to his employment with the Company are no longer permitted by law.

(c) References. The Executive and the Company agree that all requests for
-----------
references shall be referred to the Chief Executive Officer or the Senior Vice
President and Chief Human Resources Officer who has advised the Executive of the
references that the Company has agreed to provide.

(d) Governing Law/Jurisdiction. This Agreement shall be governed by and
---------------------------
construed in accordance with the laws of Connecticut, without reference to
principles of conflict of laws.

(e) Payment. Compensation and benefits described in Sections 3, 4, 5 and 6
--------
of this Agreement will be paid except if (i) the Executive violates the terms of
this Agreement, including, without limitation, Section 8, or (ii) the Executive
is terminated for Cause before the Separation Date. "Cause" means (i) the
Executive, in the performance of his duties for the Company, to the material and
demonstrable detriment of the Company, engages in (A) willful misconduct, (B)
willful or gross neglect, (C) fraud, (D) misappropriation, (E) embezzlement or
(F) theft; or (ii) the Executive's acknowledgement in writing in any agreement
or stipulation to, or the adjudication in, any civil or criminal action, of the
commission of any crime, theft, embezzlement, fraud, or other intentional act of
dishonesty, breach of trust or unethical behavior involving the business of the
Company. No act or failure to act on the Executive's part shall be deemed
willful unless done or omitted to be done by the Executive not in good faith and
without reasonable belief that the Executive's action or omission was in the
best interest of the Company. Upon such termination by the Company for Cause
before the Separation Date, this Agreement, including any release of claims
contained herein, or made pursuant hereto, shall be null and void.

(f) Arbitration. With respect to any dispute between the parties hereto
------------
arising from or relating to the terms of this Agreement, the parties agree to
submit such dispute to arbitration in Connecticut under the auspices of and the
employment rules of the American Arbitration Association. The determination of
the arbitrator(s) shall be conclusive and binding on the Company and the
Executive and judgment upon the award conclusive and binding on the Company and
the Executive and judgment upon

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the award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof. The Company and the Executive will each pay one-half of
the costs and expenses of such arbitration, and each party will separately pay
for their counsel fees and expenses.

(g) Entire Agreement/Amendments. This Agreement contains the entire
----------------------------
understanding of the parties with respect to the severance payable to the
Executive in the event of a termination of employment during the term of this
Agreement. There are no restrictions, agreements, promises, warranties,
covenants or undertakings between the parties with respect to the subject matter
herein other than those expressly set forth herein. This Agreement may not be
altered, modified, or amended except by written instruction signed by the
parties hereto.

(h) No Waiver. The failure of a party to insist upon strict adherence to
----------
any term of this Agreement on any occasion shall not be considered a waiver of
such party's or deprive such party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement.

(i) Severability. In the event that any one or more of the provisions of
-------------
this Agreement shall be or become invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
of this Agreement shall not be affected thereby. It is understood that this
Agreement does not constitute an admission by the Company of violation of any
statute, law or regulation.

(j) Assignment. This Agreement shall not be assignable by the Executive and
-----------
shall be assignable by the Company only with the consent of the Executive, which
shall not be unreasonably withheld; provided, however, that the Company shall
require any successor to substantially all of the stock, assets or business of
the Company to assume this Agreement.

(k) Successors; Binding Agreement. This Agreement shall inure to the
------------------------------
benefit of and be binding upon the personal or legal representatives, executors,
administrators, successors, including successors to all or substantially all of
the stock, business and/or assets of the Company, heirs, distributees, devisees
and legatees of the parties.

(l) Notice. For the purpose of this Agreement, notices and all other
-------
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth on the execution page of this Agreement, provided
that all notices to the Company shall be directed to the attention of the
Chairman of the Board with a copy to the Secretary of the Company, or to such
other address as either party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be effective
only upon receipt.

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(m) Withholding Taxes. The Company may withhold from any amounts payable
------------------
under this Agreement such U.S. federal, state and local taxes as may be required
to be withheld pursuant to any applicable law or regulation.

(n) Counterparts. This Agreement may be signed in counterparts, each of
-------------
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.

(o) Integration of Other Plans and Programs. The Executive shall continue
----------------------------------------
to have such rights and privileges under the Company's executive and employee
plans and programs as the terms and conditions of such plans and programs may
provide taking into account the commitments of the Company under this Agreement;
provided, however, that any severance pay shall be determined solely under this
Agreement.

(p) Review Period. The Executive acknowledges that he was given the
--------------
opportunity to consider the terms of this Agreement and to discuss them with
legal counsel, that he has had the right for 21 days to consider this Agreement,
and that he has 7 days from the date of this Agreement to revoke his execution
of this Agreement in writing in accordance with Section 12(i).

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.


PITNEY BOWES INC.

By: /s/ Johnna G.Torsone
---------------------------
Johnna G. Torsone
Senior Vice President and Chief Human Resources Officer
One Elmcroft Road (MSC 65-21)
Stamford, CT 06926-0700


By: /s/ Matthew S. Kissner
---------------------------
Matthew S. Kissner
9 Huntington Avenue
Scarsdale, NY 10583

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EXHIBIT A
RELEASE AND WAIVER TO BE SIGNED ON THE EXECUTIVE'S SEPARATION DATE

It is understood and agreed that as a condition to the Executive becoming
entitled to any payments or benefits under the Separation Agreement (the
"Agreement") and the continuation of employment during the Transition Period,
the Executive agrees, that on behalf of himself, his heirs and personal
representatives, he releases and discharges the Company from

(i) any and all charges, claims and causes of action arising,
directly or indirectly out of his employment or his separation from the Company,
whether known or unknown, arising from any and all bases, including but not
limited to any claims involving tortious course of conduct, breach of contract,
defamation and public policy, claims for wages and benefits, monetary and
equitable release, punitive or compensatory damages, outrage, outrageous
conduct, fraud, promissory estoppel, negligence, intentional or negligent
infliction of mental or emotional distress, breach of promise, and breach of the
covenant of good faith and fair dealing; and

(ii) any and all charges, claims and causes or action he may have,
whether known or unknown, under Title VII of the Civil Rights Act of 1964, as
amended; the Age Discrimination in Employment Act of 1967, as amended; the
National Labor Relations Act, as amended; the Civil Rights Act of 1991, as
amended; 42 U. S. C. 1981, as amended; the Americans with Disability Act of
1990; the Family and Medical Leave Act; the Connecticut Fair Employment
Practices Act, as amended; the Employee Retirement Income Security Act of 1974,
as amended; and various state and local human rights laws of contract and tort,
otherwise relating to his employment at the Company.

(iii) The release and waiver referred to in paragraphs (i) and (ii)
above shall not apply to the Executive's vested rights under the Company's
benefit plans and Workers' Compensation laws, any rights or claims that may
arise after the date that the Executive signs this release and waiver, and any
rights under the provisions of this Agreement. The release and waiver in
paragraphs (i) and (ii) above shall be effective with respect to the Company,
its subsidiaries, affiliates and divisions and their respective successors and
assigns ("Affiliates"), the directors, officers, representatives, shareholders,
agents, employees of the Company and the affiliates, and their respective heirs
and personal representatives. The release is for any relief, no matter how
dominated, including, but not limited to, injunctive relief, compensatory
damages or punitive damages. The Executive represents and warrants that he has
not suffered any on-the-job personal injury for which he has not already filed a
claim.

(iv) The Company hereby releases, remises and acquits the Executive
and his successors, heirs and advisers, jointly and severally, from any and all
claims arising, directly or indirectly, out of his employment or separation from
the Company known or unknown, which the Company has or may have against the
Executive arising

Page 13

on or prior to the date of this release and waiver, whether denominated claims,
demands, causes of action, obligations, damages or liabilities arising from any
and all bases, however denominated, including but not limited to all contractual
claims and any claims under the law. The release and waiver is for any relief,
no matter how denominated, including, but not limited to, injunctive relief,
compensatory damages or punitive damages. This release and waiver shall not
apply to any obligation of the Executive pursuant to the Agreement.

(v) The Executive acknowledges that he was given the opportunity to
consider the terms of this release and waiver and to discuss them with legal
counsel, that he has had the right for 21 days to consider this release and
waiver, and that he has 7 days from the date of this release and waiver to
revoke his execution of this release and waiver in writing in accordance with
Section 12(i) of the Agreement.


By: _____________________ Date: __________________
Matthew S. Kissner



PITNEY BOWES INC.

By: _____________________
Johnna G. Torsone
Senior Vice President and Chief Human Resources Officer
One Elmcroft Road (MSC 65-21)
Stamford, CT 06926-0700










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