BY-LAWS AMENDMENT

PITNEY BOWES INC.

BY-LAWS
ARTICLE I
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MEETINGS OF STOCKHOLDERS
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Section 1. Annual Meeting. The annual meeting of the stockholders for
the election of directors and the transaction of such other business as may
properly be brought before the meeting shall be held on such date, and at such
place and time, as the Chairman of the Board or the Board of Directors shall
designate.

Section 2. Special Meeting. Special meetings of the stockholders
may be called by the Board of Directors, as provided in Article I, Section 7.

Section 3. Notice of Meetings. Subject to the provisions of the
Restated Certificate of Incorporation and except as otherwise required by law,
written notice of an annual or special meeting of stockholders shall be given
not less than ten (10) nor more than sixty (60) days prior to the meeting to
each stockholder entitled to vote at the meeting. In the case of a special
meeting of stockholders, the purpose or purposes for which the meeting is called
shall be set forth in the notice. If mailed, such notice shall be deemed to be
given when deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the Corporation.

Section 4. List of Stockholders. The Secretary or the Treasurer shall
prepare and make, or cause the Transfer Agent to prepare and make, at least ten
(10) days before every meeting of stockholders, a complete list, as of the
record date, of the stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of, and the number of shares
registered in the name of, each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present. The stock ledger
shall be the only evidence as to who are the stockholders entitled to examine
the list of stockholders, or to vote in person or by proxy at any meeting of
stockholders.

Section 5. Advance Notice Procedures. (a) General. The business to be
conducted at any stockholders meeting of the Corporation and nominations for the
election of directors of the Corporation's Board of Directors at any
stockholders meeting of the Corporation shall be limited to such business and
nominations as shall comply with the procedures set forth in this Article I and
in Article II of these By-laws.


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(b) Notification of Stockholder Business. At a special meeting of
stockholders only such business shall be conducted as shall have been set forth
in the notice of special meeting. At an annual meeting of stockholders, only
such business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business must be (i)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (ii) otherwise properly brought before
the meeting by or at the direction of the Board of Directors, or (iii) otherwise
(a) properly requested to be brought before the meeting in accordance with this
By-law by a stockholder of record entitled to vote in the election of directors
generally, and (b) constitute a proper subject for stockholder action to be
brought before such meeting.

For business to be properly brought before an annual meeting by the
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation, not later than 90 days in advance of such meeting. In no event
shall the public announcement of an adjournment of an annual meeting commence a
new time period for the giving of a stockholder's notice as described above. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, and in the event that such
business includes a proposal to amend the By-laws of the Corporation, the
language of the proposed amendment, (b) the name and address, as they appear on
the Corporation's books, of the stockholder intending to propose such business
and the name and address of the beneficial owner, if any, on whose behalf the
proposal is made, (c) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the stockholder and such beneficial
owner, if any, (d) a representation that the stockholder is a holder of record
of capital stock of the Corporation entitled to vote at such meeting and intends
to appear in person or by proxy at the meeting to present such business, (e) any
material interest of the stockholder and the beneficial owner in such business,
and (f) a representation whether the stockholder and the beneficial owner, if
any, intends or is part of a group which intends to (i) deliver a proxy
statement and form of proxy to holders of at least the percentage of the
Corporation's outstanding capital stock required to approve or adopt the
proposal and (ii) otherwise solicit proxies from stockholders in support of such
proposal. Nominations for elections of directors at either an annual or special
meeting of stockholders shall be made, if at all, in accordance with Section 6
of Article II of these By-laws.

Notwithstanding anything in the By-laws to the contrary, no business
shall be conducted at any annual meeting except in accordance with the
procedures set forth in this Section 5. The chairman of the annual meeting may,
if the facts warrant, determine and declare to the meeting that (i) the business
proposed to be brought before the meeting was not a proper subject therefor
and/or (ii) such business was not properly brought before the meeting and in
accordance with the provisions of this Section 5, and/or (iii) the stockholder
or beneficial owner has solicited or is part of a group which has solicited
proxies in support of such proposal without having made the representation
required by clause (f) of this Section 5, and, if the chairman should so
determine, he may so declare to the meeting and any such proposed business shall
not be transacted.


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(c) Notice. For purposes of this Section 5, and Section 6 of Article II
of these By-laws, reference to a requirement to deliver notice of information to
the Corporation a set number of days in advance of an annual meeting shall mean
that such notice must be delivered such number of days in advance of the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is advanced by more than 30 days
or delayed by more than 60 days from the first anniversary of the preceding
year's annual meeting, notice by the stockholder to be timely must be so
delivered to the Corporation not later than the close of business on the later
of the 60th day prior to such annual meeting or the 10th day following the day
on which notice of such meeting is first given to stockholders. For purposes of
these By-laws, notice shall be deemed to be first given to stockholders when
disclosure of such date is first made in a press release reported by the Dow
Jones News Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act").

(d) Notwithstanding the foregoing provisions of this Section 5, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Section 5 and in Article II, Section 6 of these By-laws. Nothing
in this Section 5 shall be deemed to affect any rights (i) of stockholders to
request inclusion of proposals in the Corporation's proxy statement pursuant to
Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of
Preferred Stock to elect directors under specified circumstances.

Section 6. Adjournments. Subject to the provisions of Article I,
Section 7 hereof, any meeting of stockholders, annual or special, may adjourn
from time to time to reconvene at the same or some other place, and notice need
not be given of such adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting the Corporation may transact any business that might have been
transacted at the original meeting. If the adjournment is for more than thirty
(30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

Section 7. Quorum and Voting. At any meeting of stockholders the
holders of a majority of the shares entitled to vote thereat shall constitute a
quorum for the transaction of any business. Directors shall be elected by a
plurality of the votes cast. Each other question properly presented to any
meeting of stockholders shall be decided by a majority of the votes cast on the
question entitled to vote thereon, except as otherwise required by law.
Elections of directors shall be by ballot but the vote upon any other question
need be by ballot only if so ordered by the person presiding at the meeting, or
by a vote of a majority of the stockholders, present in person or by proxy,
entitled to vote on the question. In the event of lack of a quorum, the chairman
of the meeting or majority in interest of the stockholders present in person or
by proxy may adjourn the meeting from time to time until a quorum shall be
obtained.

Treasury shares as of the record date shall not be shares entitled to
vote or to be counted in determining the total number of outstanding shares.


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Any action required or permitted to be taken by the stockholders of the
Corporation must be effected at a duly called annual or special meeting of such
holders and may not be effected by any consent in writing by such holders.
Except as otherwise required by law and subject to the rights of the holders of
any class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation, special meetings of stockholders of the
Corporation may be called only by the Board of Directors pursuant to a
resolution approved by a majority of the entire Board of Directors.

Section 8. Conduct of Meetings. The date and time of the opening and
the closing of the polls for each matter upon which the stockholders will vote
at a meeting shall be announced at such meeting by the person presiding over the
meeting. The Board of Directors may (i) appoint a person to preside over
meetings of stockholders (in the absence of the Chairman of the Board, the Chief
Executive Officer and the President), and (ii) adopt by resolution such rules
and regulations for the conduct of meetings of stockholders as it shall deem
appropriate. Except to the extent inconsistent with such rules and regulations
as adopted by the Board of Directors, the chairman of any meeting of
stockholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board of Directors or
prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) rules and procedures for maintaining order at the meeting and the
safety of those present; (iii) limitations on attendance at or participation in
the meeting to stockholders of record of the Corporation, their duly authorized
and constituted proxies or such other persons as the chairman shall permit; (iv)
restrictions on entry to the meeting after the time fixed for the commencement
thereof; and (v) limitations on the time allotted to questions or comments by
participants. Unless and to the extent determined by the Board of Directors or
the chairman of the meeting, meetings of stockholders shall not be required to
be held in accordance with rules of parliamentary procedure.

Section 9. Inspectors of Election. The Corporation shall, in advance of
any meeting of stockholders, appoint one or more inspectors of election, who may
be employees of the Corporation, to act at the meeting or any adjournment
thereof and to make a written report thereof. The Corporation may designate one
or more persons as alternate inspectors to replace any inspector who fails to
act. In the event that no inspector so appointed or designated is able to act at
a meeting of stockholders, the person presiding at the meeting shall appoint one
or more inspectors to act at the meeting. Each inspector, before entering upon
the discharge of his duties, shall take and sign an oath to execute faithfully
the duties of inspector with strict impartiality and according to the best of
his ability.

The inspector or inspectors so appointed or designated shall (i)
ascertain the number of shares of capital stock of the Corporation outstanding
and the voting power of each such share, (ii) determine the shares of capital
stock of the Corporation represented at the meeting and the validity of proxies
and ballots, (iii) count all votes and ballots, (iv) determine and retain for a
reasonable period a record of the disposition of any challenges made to any
determination by the inspectors, and (v) certify their determination of the
number of shares of capital stock of the Corporation represented at the meeting
and such inspectors' count of all votes and ballots. Such


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certification and report shall specify such other information as may be required
by law. In determining the validity and counting of proxies and ballots cast at
any meeting of stockholders of the Corporation, the inspectors may consider such
information as is permitted by applicable law. No person who is a candidate for
an office at an election may serve as an inspector at such election.


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ARTICLE II
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BOARD OF DIRECTORS
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Section 1. Powers of Board. The business of the Corporation shall be
managed by or under the direction of the Board of Directors. Section 2. Number,
Election and Terms. Except as otherwise fixed by or pursuant to the provisions
of Article Fourth of the Restated Certificate of Incorporation relating to the
rights of the holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation to elect additional
directors under specified circumstances, the number of the directors of the
Corporation shall be fixed from time to time by the Board of Directors but shall
not be less than three. The directors, other than those who may be elected by
the holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation, shall be classified, with respect to
the time for which they severally hold office, into three classes, as nearly
equal in number as possible, as determined by the Board of Directors of the
Corporation, one class to be originally elected for a term expiring at the
annual meeting of stockholders to be held in 1985, another class to be
originally elected for a term expiring at the annual meeting of stockholders to
be held in 1986, and another class to be originally elected for a term expiring
at the annual meeting of stockholders to be held in 1987, with each class to
hold office until its successor is elected and qualified at each annual meeting
of the stockholders of the Corporation, the successors of the class of directors
whose term expires at that meeting shall be elected to hold office for a term
expiring at the annual meeting of stockholders held in the third year following
the year of their election.

Section 3. Stockholder Nomination of Director Candidates. Advance
notice of stockholder nominations for the election of directors shall be given
in the manner provided in Article II, Section 6 of these By-laws.

Section 4. Newly Created Directorships and Vacancies. Except as
otherwise provided for or fixed by or pursuant to the provisions of Article
Fourth of the Restated Certificate of Incorporation relating to the rights of
the holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation to elect directors under specified
circumstances, newly created directorships resulting from any increase in the
number of directors and any vacancies on the Board of Directors resulting from
death, resignation, disqualification, removal or other cause shall be filled by
the affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum of the Board of Directors. Any director elected
in accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of directors in which the new directorship was
created or the vacancy occurred and until such director's successor shall have
been elected and qualified. No decrease in the number of directors constituting
the Board of Directors shall shorten the term of any incumbent director.


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Section 5. Removal. Subject to the rights of any class or series of
stock having a preference over the Common Stock as to dividends or upon
liquidation to elect directors under specified circumstances, any director may
be removed from office, with or without cause and only by the affirmative vote
of the holders of 80% of the combined voting power of the then outstanding
shares of stock entitled to vote generally in the election of directors, voting
together as a single class.

Section 6. Notification of Nominations. Only such persons who are
nominated in accordance with the procedures set forth in this Section 6 shall be
eligible to be elected at an annual meeting or, in accordance with the
provisions of Article I, Section 5 of these By-laws, a special meeting of
stockholders of the Corporation to serve as directors. Subject to the rights of
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation, nominations for the election of
directors may be made by the Board of Directors or a committee appointed by the
Board of Directors by any stockholder of record entitled to vote in the election
of directors generally. However, any stockholder entitled to vote in the
election of directors generally may nominate one or more persons for election as
directors at a meeting only if written notice of such stockholder's intent to
make such nomination or nominations has been delivered, either by personal
delivery or by United States mail, postage prepaid, to the Secretary of the
Corporation not later than (i) with respect to an election to be held at an
annual meeting of stockholders, 90 days in advance of such meeting, and (ii)
with respect to an election to be held at a special meeting of stockholders for
the election of directors, the close of business on the seventh day following
the date on which notice of such meeting is first given to stockholders. In no
event shall the public announcement of an adjournment of an annual meeting
commence a new time period for the giving of a stockholder's notice as described
above. Each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nomination (and of the beneficial owner, if
any, on whose behalf the nomination is made) and of the person or persons to be
nominated; (b) a representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (c) a description of all arrangements or understandings between
the stockholder (and beneficial owner, if any) and each nominee and any other
person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission, had the nominee been nominated, or
intended to be nominated, by the Board of Directors; (e) the consent of each
nominee to serve as a director of the Corporation if so elected; and (f) a
representation whether the stockholder or the beneficial owner, if any, intends
or is part of a group which intends to (a) deliver a proxy statement and form of
proxy to holders of at least the percentage of the Corporation's outstanding
capital stock required to elect the nominee(s) and (b) otherwise solicit proxies
from stockholders in support of such nomination. The chairman of the meeting may
refuse to acknowledge or permit the nomination of any person not made in
compliance with the foregoing procedure or if the stockholder or beneficial
owner has solicited or is part of a group which has solicited proxies in support
of such nomination without having made the representations required by clause
(f) of this Section 6.


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Section 7. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board shall constitute a quorum for
the transaction of business; but if at any meeting of the Board there is less
than a quorum present, a majority of those present may adjourn the meeting from
time to time. Except in cases in which the Restated Certificate of Incorporation
or these By-laws otherwise provide, the vote of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.

Section 8. First Meeting. As soon as practicable after each annual
election of directors, the Board of Directors shall meet for the purpose of
organization and the transaction of other business. Notice of such meeting need
not be given. In the alternative, such first meeting may be held at any other
time which shall be specified in a notice given as hereinafter provided, for
special meetings of the Board of Directors.

Section 9. Regular Meetings. Regular meetings of the Board of Directors
may be held, without notice, at such times and places as may be fixed by the
Board.

Section 10. Special Meetings. Special meetings of the Board of
Directors shall be held whenever called by the Chairman or by any two of the
directors. Notice of each special meeting of the Board shall be given to each
director either by mail not later than noon, New York time, on the third day
prior to the meeting, or by electronic transmission, written message or orally
to the director not later than noon, New York time, on the day prior to the
meeting. Notices are deemed to have been given: by mail, when deposited in the
United States mail; by electronic transmission, at the time of transmission; and
by messenger, at the time of delivery. Notices by mail, electronic transmission
or messenger shall be sent to each director at the address designated by him for
that purpose, or, if none has been designated, at his last known residence or
business address.

A notice of meeting of the Board of Directors need not specify the
purpose of any meeting of the Board of Directors.

Section 11. Organization. The Chairman of the Board of Directors shall
preside at meetings of the Board; in the Chairman's absence, a member of the
Board selected by the members present shall preside at meetings of the Board.
The Secretary of the Corporation shall act as Secretary, but in his absence the
presiding officer may appoint a Secretary.

Section 12. Resignations. Any director of the Corporation may resign at
any time by giving written notice to the Board of Directors or to the Chairman
or to the Secretary of the Corporation. Such resignation shall take effect at
the time specified therein, or if no time is specified, upon receipt thereof.
Unless otherwise specified, the acceptance of such resignation shall not be
necessary to make it effective. Any vacancy created by a resignation may be
filled in the same manner as prescribed under Article II, Section 4, hereof.

Section 13. Compensation of Directors. The Board of Directors shall
have authority to fix the compensation and provide for the reimbursement of
expenses of directors in respect of their service in any capacity.


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Section 14. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member. Any such committee,
to the extent permitted by law and to the extent provided in the resolution of
the Board of Directors, shall have and may exercise all the powers and authority
of the Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it.

Section 15. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to these By-laws.


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ARTICLE III
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OFFICERS
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Section 1. Election; Term of Office. The officers of the Corporation
shall be elected by and shall serve at the pleasure of the Board of Directors.
There may be a Chairman of the Board, a Chief Executive Officer, a President,
one or more Vice Presidents, a Secretary, a Treasurer and such other officers as
the Board of Directors may determine. Subject to the provisions of these
By-laws, officers shall hold their offices until their successors are elected
and qualified or until their earlier death, resignation or removal. Any number
of offices may be held by the same person.

Section 2. Powers and Duties. The officers of the Corporation shall
have such authority and perform such duties in the management of the Corporation
as may be prescribed by the By-laws, or by the Board of Directors, and to the
extent not so prescribed pursuant to the By-laws, they shall have such authority
and perform such duties in the management of the Corporation, subject to the
control of the Board, as generally pertain to their respective offices.

Section 3. Chairman of the Board. The Chairman of the Board shall
preside at the meetings of the Board and of stockholders and shall see that all
orders and resolutions of the Board are carried into effect.

Section 4. Chief Executive Officer. The Chief Executive Officer
shall have general and active supervision and management of the business of
the Corporation. In the absence of the Chairman, he shall preside at meetings
of stockholders.

Section 5. President. The President shall be the chief operating
officer of the Corporation. In the absence of the Chairman and the Chief
Executive Officer, he shall preside at meetings of stockholders.

Section 6. Resignation, Removal and Vacancies. Any officer may resign
at any time upon written notice to the Corporation. Any officer elected by the
Board of Directors may be removed at any time, with or without cause, by the
affirmative vote of a majority of a quorum of directors. The Board of Directors
may fill any vacancies resulting from death, resignation, or removal of an
officer in the same manner as provided for the election or appointment of such
person.


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ARTICLE IV
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OTHER MATTERS
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Section 1. Corporate Seal. The corporate seal shall be in such form as
the Board of Directors shall prescribe. Said seal may be used by causing it or a
facsimile thereof to be impressed, affixed or otherwise used. The Secretary, any
Assistant Secretary, the Treasurer or any Assistant Treasurer may affix the seal
to any instrument signed by a duly authorized officer, or when specifically
authorized by the Board of Directors, and may attest the same. Unless otherwise
provided by the Board of Directors, the seal may also be attested by any officer
of the Corporation except the officer signing the instrument on behalf of the
Corporation.

Section 2. Waiver of Notice. Whenever any notice is required to be
given under the Restated Certificate of Incorporation, the By-laws or otherwise
by law, a waiver thereof in writing, signed by the person or persons entitled to
the notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 3. Voting of Stocks Owned by the Corporation. The Chairman of
the Board of Directors or such other person as the Board of Directors may
designate shall be authorized to attend, vote and grant proxies to be used at
any meeting of stockholders of any corporation in which the Corporation may hold
stock.

Section 4. By-law Amendment. Subject to the provisions of the Restated
Certificate of Incorporation, these By-laws may be altered, amended or repealed
at any regular meeting of the stockholders (or at any special meeting thereof
duly called for that purpose) by a majority of the votes cast on the question
entitled to vote thereon; provided that in the notice of such special meeting
notice of such purpose shall be given. Subject to the laws of the State of
Delaware, the Restated Certificate of Incorporation and these By-laws, the Board
of Directors may, by majority vote of those present at any meeting at which a
quorum is present, amend these By-laws or enact such other By-laws as in their
judgment may be advisable for the regulation of the conduct of the affairs of
the Corporation.

Section 5. Construction. The masculine gender, where appearing in
these By-laws, shall be deemed to include the feminine gender.


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