DIRECTORS STOCK PLAN

EXHIBIT (i)
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PITNEY BOWES INC. DIRECTORS' STOCK PLAN

Amended and Restated Effective as of October 11, 1999

PITNEY BOWES INC. DIRECTORS' STOCK PLAN
Amended and Restated Effective as of October 11, 1999


1. PURPOSE AND EFFECTIVE DATE OF PLAN: This Plan shall be known as the
Pitney Bowes Inc. Directors' Stock Plan. The purpose of the Plan is to enable
Pitney Bowes Inc. (the "Company") to attract and retain persons of outstanding
competence to serve as non-employee directors of the Company by paying such
persons a portion of their compensation in stock of the Company pursuant to the
terms of the Plan. The Plan became effective on the date the Plan was initially
approved by the stockholders of the Company. The Plan may be amended from time
to time and was amended and restated effective as of October 11, 1999.

2. STOCK AVAILABLE FOR THE PLAN: An aggregate of 400,000 shares of Common
Stock, $1 par value per share, of the Company ("Common Stock"), after giving
effect to the stock dividend in 1998, shall be available for issuance pursuant
to the provisions of the Plan. Such shares shall be authorized and unissued
shares or shares which have been reacquired by the Company.

3. ELIGIBILITY FOR PARTICIPATION IN PLAN: Persons who serve as directors of
the Company and who are not "employees" of the Company or its subsidiaries
within the meaning of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA") shall be considered "Eligible Directors" for purposes of the
Plan. It is intended that all Eligible Directors participate in the Plan.

4. AWARDS OF RESTRICTED STOCK: Each Eligible Director then serving as a
director of the Company shall receive an annual award of 1400 restricted shares
of Common Stock on the date of the first meeting of directors after each annual
stockholders' meeting; provided, however, that an Eligible Director who joins
the Board after such date shall receive a partial award of restricted shares of
Common Stock that is prorated by multiplying 1400 by a fraction the numerator of
which is the number of days remaining in the 12 month period beginning on the
date following the annual stockholders' meeting and the denominator of which is
365. Fractional shares shall not be issued to Eligible Directors. A whole number
of shares shall be determined by rounding each fractional share to the next
highest whole number.

5. TRANSFER RESTRICTIONS, REMOVAL OF RESTRICTIONS, TERMS AND CONDITIONS
AND INTER VIVOS TRANSFERS OF AWARDS OF RESTRICTED STOCK:

(a) Each participant or transferee pursuant to Section 5(d) hereof shall
have the right to receive all dividends and other distributions made with
respect to the shares registered in his or her name and shall have the right to
vote or execute proxies with respect to such registered shares. The Company may
elect to record the ownership of the shares in book entry form or issue
certificates representing the shares. The Company may elect to have the
Treasurer of the Company retain possession of the certificates of restricted
shares for the benefit of Eligible

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Directors, until the provisions of the Plan relating to removal of the
restrictions have been satisfied.

(b) Subject to Section 5 (d) of the Plan, shares of restricted stock may
not be sold, assigned, pledged or otherwise transferred by the Eligible Director
unless and until all of the transfer restrictions imposed by this Plan have been
removed pursuant to the provisions of the Plan.

(c) Subject to Section 5(d) of the Plan, awarded shares shall remain
subject to the Plan's restrictions prohibiting sale or transfer of such shares
as set forth in Section 5(b) hereof until the later of (i) the termination of
the Eligible Director's service as a director of the Company and (ii) the day
following the end of the six (6) month period beginning on the date of the award
of such restricted shares; provided, however, all restrictions imposed under the
Plan on such shares shall lapse upon the occurrence of a "Change of Control" (as
defined below). Notwithstanding any other provision of this Plan, the issuance
or delivery of any shares may be postponed for such period as may be required to
comply with any applicable requirements of any national securities exchange or
any requirements under any other law or regulation applicable to the issuance or
delivery of such shares, and the Company shall not be obligated to issue or
deliver any such shares if the issuance or delivery thereof shall constitute a
violation of any provision of any law or of any regulation of any governmental
authority or any national securities exchange.

(d) If, pursuant to the Pitney Bowes Inc. Directors' Stock Ownership
Policy, an Eligible Director is considered to own shares of Common Stock having
a Fair Market Value of at least $350,000, 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
having a Fair Market Value up to, but not greater than, the Fair Market Value of
the Eligible Director's Common Stock holdings in excess of $350,000, rounded up
or down, as the case may be, to prevent the transfer of fractional shares;
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 Fair Market Value 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

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(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 a 50% of the voting interests; and

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

6. STOCK OPTIONS. Each Eligible Director who elects to defer cash
compensation for serving as director in accordance with the terms of the Pitney
Bowes Inc. Deferred Incentive Savings Plan for the Board of Directors (the
"Directors' Deferral Plan"), and who selects the Pitney Bowes Stock Option
return on such deferred amount, shall be granted a stock option under the terms
of this Section 6 (an"Option").

(a) Each Option shall represent the right to purchase a number of shares of
Common Stock and the number of Options granted with respect to the deferred
amount shall be determined by (i) dividing the deferred amount by the per share
Fair Market Value, as hereinafter defined, of the Common Stock on the date the
deferred compensation would otherwise have been paid (the "Date of Grant") and
(ii) multiplying the result times two; provided, however, that the method for
determining the number of shares subject to Options may be modified from time to
time by the Governance Committee of the Board.

(b) The exercise price of each Option shall be the per share Fair Market
Value on the Date of Grant.

(c) The duration of the Option shall be coextensive with the deferral
period selected by the Eligible Director in respect of his or her deferred
compensation relating to the Option.

(d) Subject to Section 6(e) and (g), no portion of the Option is
exercisable until the third anniversary of the Date of Grant, at which time the
Option will become exercisable in full. Notwithstanding the foregoing, all
Options will become exercisable in full in the event of a Change of Control, as
hereinafter defined.

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(e) Subject to Section 6(f) and (g) of the Plan, if an Eligible Director
ceases to serve as a director, all Options held by such Eligible Director that
are not exercisable at the time of such cessation will be forfeited.

(f) Upon termination of service by a director, any Option granted prior to
October 11, 1999 held by the affected director that is exercisable at the time
of such termination shall be exercisable for three months following the date of
such termination. Notwithstanding the foregoing, if an Eligible Director shall
die while serving as a director or during the three month period after
termination of service as a director, any Option held by the deceased Eligible
Director that is exercisable at the time of death shall remain exercisable by
such Eligible Director's legal representative for one year following the date of
death or the last day of the Option term, whichever occurs first.

(g) Options that are granted hereunder on or after October 11, 1999 shall
continue to be exercisable beyond the termination of the Eligible Director's
services until the expiration of the Option term; provided that the Eligible
Director's termination of service occurs (1) due to death, (2) due to
disability, as defined under the Company's long-term disability plan for
employees, (3) following the completion of 10 years of service with the Company
as a director, or (4) following attainment of the Company's mandatory retirement
age for directors. In the case of an Eligible Director's termination of service
for all other reasons, any Options or portions thereof that are exercisable at
the time of termination of service shall be exercisable until the earlier to
occur of (i) the last day of the Option term or (ii) the last day of the three
month period following such termination. Any Options granted on or after October
11, 1999 that are not exercisable at the time of the Eligible Director's
termination of service or that are not exercised by the last day of the
additional exercise period described in the preceding sentence shall be
forfeited.

(h) Notwithstanding Section 10 herein to the contrary, an Eligible Director
may transfer by gift any Option that is exercisable provided that the following
conditions (A) through (G) are met:

(A) The donees of the gift transfer are limited to Family
Members and Family Entities;

(B) The Option is not further transferable by gift or otherwise
by such Family Member or Family Entity;

(C) All rights appurtenant to the Option, including exercise
rights, are irrevocably and unconditionally assigned to the
donee;

(D) Transfers under this Section 6(h) must meet all of the
requirements under applicable provisions of the Internal
Revenue Code to be considered "gift" transfers.

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(E) Following the transfer, the donee is subject to the same
terms and conditions under the Option as was the Eligible
Director;

(F) Unless one of the conditions set forth in Section 6(g)(1-4)
hereof occurs, the exercise period of Options transferred
under this Section 6(h) shall not extend beyond the one year
period beginning on the Eligible Director's termination of
service, except that for Options granted prior to October
11, 1999, the one year extension period shall commence on
the date of the Eligible Director's death if the director
dies within three months of terminating service as a
director.

(G) 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, nephew, niece
(including by adoption) and any person sharing the
Eligible Director's household (other than a tenant or
employee); and

(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 a 50% of the voting
interests.

(i) Fair Market Value shall mean fair market value, as determined by such
methods or procedures as shall be established from time to time by the Board.

7. CHANGE OF CONTROL. For purposes of this Plan, a "Change of Control"
shall be deemed to have occurred if:

(i) there is an acquisition, in any one transaction or a series of
transactions, other than from Pitney Bowes Inc., by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), of beneficial ownership
(within the meaning of Rule 13(d)(3) promulgated under the Exchange Act) of 20%
or more of either the then outstanding shares of Common Stock or the combined
voting power of the then outstanding voting securities of Pitney Bowes Inc.
entitled to vote generally in the election of directors, but excluding, for this
purpose, any such acquisition by Pitney Bowes Inc. or any of its subsidiaries,
or any employee benefit plan (or related trust) of Pitney Bowes Inc. or its
subsidiaries, or any corporation with respect to which, following such
acquisition, more than 50% of the then outstanding shares of common stock of
such corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by the individuals
and entities who were the beneficial owners, respectively, of the common stock
and voting securities of Pitney Bowes Inc. immediately prior to such acquisition

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in substantially the same proportion as their ownership, immediately prior to
such acquisition, of the then outstanding shares of Common Stock or the combined
voting power of the then outstanding voting securities of Pitney Bowes Inc.
entitled to vote generally in the election of directors, as the case may be; or

(ii) individuals who, as of October 11, 1999, constitute the Board (as of such
date, the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board, provided that any individual becoming a director
subsequent to September 9, 1996, whose election, or nomination for election by
Pitney Bowes' shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office is in connection
with an actual or threatened election contest relating to the election of the
directors of Pitney Bowes Inc. (as such terms are used in Rule 14(a)(11) or
Regulation 14A promulgated under the Exchange Act); or

(iii) there occurs either (A) the consummation of a reorganization, merger or
consolidation, in each case, with respect to which the individuals and entities
who were the respective beneficial owners of the common stock and voting
securities of Pitney Bowes Inc. immediately prior to such reorganization, merger
or consolidation do not, following such reorganization, merger or consolidation,
beneficially own, directly or indirectly, more than 50% of, respectively, the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such
reorganization, merger or consolidation, or (B) an approval by the shareholders
of Pitney Bowes Inc. of a complete liquidation of dissolution of Pitney Bowes
Inc. or of the sale or other disposition of all or substantially all of the
assets of Pitney Bowes Inc.

8. AMENDMENT OR TERMINATION OF PLAN: The Company reserves the right to
amend, modify or terminate this Plan at any time by action of its Board of
Directors, provided that such action shall not adversely affect any Eligible
Director's rights under the provisions of this Plan with respect to awards of
restricted stock or Options which were made prior to such action.

9. NON TRANSFERABILITY: Except as permitted under Section 5(d) and 6(h)
hereof, restricted shares of Common Stock and Options prior to distribution or
exercise thereof, as the case may be, shall not be transferable except by will
or the laws of descent and distribution, and during the holder's lifetime,
Options may be exercisable only by such holder.

10. ADMINISTRATION OF PLAN: This Plan shall be administered by the
Governance Committee of the Board of Directors or any successor committee having
responsibility for the remuneration of the directors (hereinafter referred to as
the "Administrator"). All decisions which are made by the Administrator with
respect to interpretation of the terms of the Plan, or with respect to any
questions or disputes arising under this Plan, shall be final and binding on the
Company and on the Eligible Directors and their heirs or beneficiaries.

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11. RECAPITALIZATION: In the event of any change in the number or kind of
outstanding shares of Common Stock of the Company by reason of a
recapitalization, merger, consolidation, dividend, combination of shares or any
other change in the corporate structure or shares of stock of the Company, the
Board of Directors of the Company will make appropriate adjustments in the
number of shares available for delivery pursuant to the provisions of this Plan,
the number of shares to be awarded to each Eligible Director under Section 4,
and in the number of shares, exercise price and any other affected provisions of
any Options outstanding under the Plan, to prevent enlargement or diminution of
the benefits intended to be granted under the Plan.

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