DEFERRED INCENTIVE SAVINGS PLAN

EXHIBIT (iii)
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PITNEY BOWES INC.
DEFERRED INCENTIVE SAVINGS PLAN
FOR THE BOARD OF DIRECTORS

As Amended and Restated Effective as of October 11, 1999

PITNEY BOWES INC.
DEFERRED INCENTIVE SAVINGS PLAN
FOR THE BOARD OF DIRECTORS
As Amended and Restated Effective as of October 11, 1999


ARTICLE 1

PURPOSE AND EFFECTIVE DATE

The purpose of the Pitney Bowes Inc. Deferred Incentive Savings Plan for
the Board of Directors (hereinafter referred to as the "Plan") is to aid Pitney
Bowes Inc. in retaining and attracting capable outside directors by providing
them with savings and tax deferral opportunities. The Plan shall be effective
for deferral elections made hereunder on or after April 1, 1997. The Plan has
been amended from time to time and was amended and restated effective as of
October 11, 1999, unless otherwise indicated.

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ARTICLE 2

DEFINITIONS

For the purposes of this Plan, the following words and phrases shall have
the meanings indicated, unless the context clearly indicates otherwise:

SECTION 2.01. Beneficiary. "Beneficiary" means the person, persons or
entity designated by the Participant to receive any benefits payable under the
Plan pursuant to Article VIII.

SECTION 2.02. Board. "Board" means the Board of Directors of Pitney Bowes

SECTION 2.03. 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 1 3(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 1 3(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
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 such date, 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

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(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.

SECTION 2.04. Committee. "Committee" means the Governance Committee of the
Board of Directors. Any action authorized hereunder to be taken by the Committee
is also authorized to be taken by the Board.

SECTION 2.05. Common Stock. "Common Stock" means the common stock of Pitney
Bowes Inc.

SECTION 2.06. Company. "Company" means Pitney Bowes Inc., its successors,
and any organization into which or with which Pitney Bowes Inc. may merge or
consolidate or to which all or substantially all of its assets may be
transferred.

SECTION 2.07. Deferral Account. "Deferral Account" means the account
maintained on the books of the Company by the Committee for each Participant to
reflect deferral of Eligible Compensation, adjusted for hypothetical gains,
earnings, dividends, losses, distributions, withdrawals and other similar
activity.

SECTION 2.08. Deferral Period. "Deferral Period" means the period beginning
on the date the Eligible Compensation would otherwise have been paid and ending
on the earlier of (i) the Participant's Termination of Service and (ii) the last
day of the period during which the Participant elected to defer current
enjoyment and distribution of the Eligible Compensation.

SECTION 2.09. Deferred Amount. "Deferred Amount" means the amount of
Eligible Compensation for the Plan Year or performance period to which the
Participation Agreement relates that is to be deferred under the Plan.

SECTION 2.10 Disability. "Disability" means eligibility for disability
benefits under the terms of the Company's Long-Term Disability Plan as in effect
from time to time based on the plan's "own occupation" standard for determining
eligibility for benefits thereunder.

SECTION 2.11. Eligible Compensation. "Eligible Compensation" means any
cash compensation payable by the Company to a Participant for service on the
Board or any Committee thereof.

SECTION 2.12. Fair Market Value. "Fair Market Value" of a share of Common
Stock means the definition of "Fair Market Value" used in the Pitney Bowes Inc.
Directors' Stock Plan.

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SECTION 2.13 Form of Payment. "Form of Payment" means payment in one lump
sum or in installments of 5, 10 or 15 years.

SECTION 2.13. Option. "Option" means an option to acquire shares of Common
Stock granted pursuant to the Pitney Bowes Inc. Directors' Stock Plan or any
successor thereto.

SECTION 2.14. Participant. "Participant" means any director who is eligible
to participate in this Plan and who elects to participate by filing a
Participation Agreement as provided in Article 4.

SECTION 2.15. Participation Agreement. "Participation Agreement" means an
agreement filed by a Participant in accordance with Article 4.

SECTION 2.16. Plan Year. "Plan Year" means a twelve-month period beginning
January 1 and ending the following December 31; provided, however that the first
Plan Year shall consist of the period from April 1, 1997 through December 31,
1997.

SECTION 2.17. Termination of Service. "Termination of Service" means the
cessation of a Participant's service as a director of the Company for any
reason.

SECTION 2.19. Valuation Date. Valuation Date" means the last day of each
calendar month or such other date as the Committee in its sole discretion may
determine.

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ARTICLE 3

ADMINISTRATION

SECTION 3.01. Committee. (a) This Plan shall be administered by the
Committee. A majority of the members of the Committee shall constitute a quorum
for the transaction of business. All resolutions or other action taken by the
Committee shall be by a vote of a majority of its members present at any meeting
or, without a meeting, by an instrument in writing signed by all its members.
Members of the Committee may participate in a meeting of such committee by means
of a conference telephone or similar communications equipment that enables all
persons participating in the meeting to hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.

The Committee shall be responsible for the administration of this Plan and
shall have all powers necessary to administer this Plan, including discretionary
authority to determine eligibility for benefits and to decide claims under the
terms of this Plan. The Committee may from time to time establish rules for the
administration of this Plan, and it shall have the exclusive right to interpret
this Plan and to decide any matters arising in connection with the
administration and operation of this Plan. All rules, interpretations and
decisions of the Committee shall be conclusive and binding on the Company,
Participants and Beneficiaries.

The Committee may delegate responsibility for performing certain
administrative and ministerial functions under this Plan, including without
limitation, issues related to eligibility, investment choices, distribution of
Deferred Amounts, determination of account balances, crediting of hypothetical
earnings and of Deferred Amounts and debiting of hypothetical losses and of
distributions, in-service withdrawals, deferral elections and any other duties
concerning the day-to-day operation of this Plan.

No member of the Board nor any member of the Committee shall be liable for
any act or action hereunder, whether of omission or commission, by any other
member or employee or by any agent to whom duties in connection with the
administration of this Plan have been delegated or for anything done or omitted
to be done in connection with this Plan. The Committee shall keep records of all
of its proceedings and shall keep records of all payments made to Participants
or Beneficiaries and payments made for expenses or otherwise. The Company shall,
to the fullest extent permitted by law, indemnify each director, officer or
employee of the Company (including the heirs, executors, administrators and
other personal representatives of such person) and each member of the Committee
against expenses (including attorneys' fees), judgments, fines, amounts paid in
settlement, actually and reasonably incurred by such person in connection with
any threatened, pending or actual suit, action or proceeding (whether civil,
criminal, administrative or investigative in nature or otherwise) in which such
person may be involved by reason of the fact that he or she is or was serving
this Plan in any capacity at the request of the Company.

Any expense incurred by the Company or the Committee relative to the
administration of this Plan shall be paid by the Company.

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ARTICLE 4

PARTICIPATION

SECTION 4.01. Participation. Participation in the Plan shall be limited to
members of the Board who (i) are not employees of the Company or meet such
eligibility criteria as the Committee shall establish from time to time, and
(ii) elect to participate in this Plan by filing a Participation Agreement with
the Committee. A Participation Agreement must be filed prior to the beginning of
the Plan Year with respect to services in which the Eligible Compensation
relates.

SECTION 4.02. Contents of Participation Agreement. Subject to Article 7,
each Participation Agreement shall set forth: (i) the Deferred Amount,
expressed as either a dollar amount or a percentage of the total Eligible
Compensation for such Plan Year or performance period; provided, that the
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minimum Deferred Amount for any Plan Year or performance period shall not be
less than $2,000; (ii) the Deferral Period, which is not to be less than three
years, (iii) the Form of Payment; (iv) investment selections made by the
Participant in hypothetical investment funds under the Plan; and (v) and any
other item determined to be appropriate by the Committee.

SECTION 4.03. Changes to Participation Agreement. A Participation Agreement
may not be amended or revoked after December 31st of the Plan Year in which it
is made, except that the Deferral Period may be extended and the form of payment
may be altered if an amended Participation Agreement is filed with the Committee
at least one full calendar year before the Deferral Period (as in effect before
such amendment) ends; provided, that only one such amended Participation
Agreement may be filed with respect to each Participation Agreement. Upon a
Participant's Termination of Service, the most recent Participation Agreement
received by the Committee prior to Termination of Service shall supersede all
previous Participation Agreements on file with regard to Termination of Service
elections and the entire amount in the Participant's Deferral Account shall be
distributed at Termination of Service in accordance with such elections.

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ARTICLE 5

DEFERRED INCENTIVE COMPENSATION

SECTION 5.01. Elective Deferred Incentive Compensation. Except as provided
in Section 6.02(c), the Deferred Amount of a Participant with respect to each
Plan Year of participation in the Plan shall be credited by the Committee to the
Participant's Deferral Account as and when such Deferred Amount would otherwise
have been paid to the Participant. To the extent that the Company is required to
withhold any taxes or other amounts from the Deferred Amount pursuant to any
state, Federal or local law, such amounts shall first be taken out of
compensation to the Participant that is not deferred under this Plan, if any.

SECTION 5.02. Vesting of Deferral Account. Except as provided in Section
7.04, a Participant shall be 100% vested in his/her Deferral Account at all
times.

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ARTICLE 6

MAINTENANCE AND INVESTMENT OF ACCOUNTS

SECTION 6.01. Maintenance of Accounts. Separate Deferral Accounts shall be
maintained for each Participant. More than one Deferral Account may be
maintained for a Participant as necessary to reflect (a) various investment
choices and/or (b) separate Participation Agreements specifying different
Deferral Periods and/or forms of payment. A Participant's Deferral Account(s)
shall be utilized solely as a device for the measurement and determination of
the amounts to be paid to the Participant pursuant to this Plan, and shall not
constitute or be treated as a trust fund of any kind. The Committee shall
determine the balance of each Deferral Account, as of each Valuation Date, by
adjusting the balance of such Deferral Account as of the immediately preceding
Valuation Date to reflect changes in the value of the deemed investments
thereof, credits and debits pursuant to Section 5.01 and Section 6.02 and
distributions pursuant to Article 7 with respect to such Deferral Account since
the preceding Valuation Date.

SECTION 6.02. Investment Choices. (a) Subject to Section 6.02(d), the
Committee shall permit the Participant to elect to have his/her Deferral Account
deemed to be invested in one or more of the deemed investment funds offered
under the Plan, as amended by the Committee from time to time, and in accordance
with such rules, regulations and procedures as the Committee may establish from
time to time. Notwithstanding anything to the contrary herein, earnings and
losses based on a Participant's investment elections shall begin to accrue as of
the date such Participant's Deferral Amounts are credited to his/her Deferral
Accounts.

(b) Notwithstanding any other provision of this Plan, the Committee may
adopt such procedures as it may determine are desirable to ensure that, with
respect to any Participant who is subject to Section 16(b) of the Securities
Exchange Act of 1934, as amended, the crediting of deemed shares to, or the
distribution of amounts from, his or her Deferral Account is not deemed to be a
non-exempt purchase or sale for purposes of such Section 16(b).

(c) The Committee may authorize Options as an investment choice under the
Plan. The terms and conditions under which Options may be made available as an
investment choice shall be determined and communicated by the Committee to
Participants from time to time.

(d) No deemed investment return under the Plan shall be allocated to
Deferred Amounts related to the granting of Options, as described in Section
6.02(c), prior to the last day of the Option term, subject to Section 7.02(b)
hereof. Following such Option term expiration, the Participant shall be entitled
to elect to have his/her Deferred Amounts related to the granting of such
Options deemed to be invested in one or more of the hypothetical investment
funds offered under the Plan effective as soon as practicable following such
Option term expiration, provided that under applicable provisions of the Plan
the Participant is permitted to defer distribution of the Deferred Amounts other
than for a de minimis period.

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(e) Any Participant who incurs a Termination of Service without completing
at least 10 years of service with the Company, who had not attained the
Company's mandatory retirement age for directors at termination or whose
termination is not on account of death or Disability shall have his or her
Deferred Amounts that are related to Options distributed without any deemed
investment return if such Deferred Amounts were credited to the Participant's
Deferral Account for less than three years as of the termination date.

(f) Any Participant electing Options as a deemed investment return who (i)
incurs a Termination of Service after having completed 10 years of service with
the Company, (ii) dies, (iii) incurs a Disability or (iv) terminates service
after having attained the Company's mandatory retirement age for directors shall
have the value of such exercised Options, if any, as the deemed investment
return under the Plan even if the deferral of Deferral Amounts related to the
Options has been less than three years at the time of the Termination of
Service.

SECTION 6.03. Statement of Accounts. The Committee shall submit to each
Participant quarterly statements of his/her Deferral Account(s), in such form as
the Committee deems desirable, setting forth the balance to the credit of such
Participant in his/her Deferral Account(s) as of the end of the most recently
completed quarter.

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ARTICLE 7

BENEFITS

SECTION 7.01. Time and Form of Payment. At the end of the Deferral Period
for each Deferral Account, the Company shall pay to the Participant the balance
of such Deferral Account at the time or times elected by the Participant in the
applicable Participation Agreement; provided that if the Participant has elected
to receive payments from a Deferral Account in a lump sum, the Company shall pay
the balance in such Deferral Account (determined as of the most recent Valuation
Date preceding the end of the Deferral Period) in a lump sum in cash as soon as
practicable after the end of the Deferral Period. If the Participant has elected
to receive payments from a Deferral Account in installments, the Company shall
make annual cash only payments from such Deferral Account, each of which shall
consist of an amount equal to (i) the balance of such Deferral Account as of the
most recent Valuation Date preceding the payment date times (ii) a fraction, the
numerator of which is one and the denominator of which is the number of
remaining installments (including the installment being paid). The first such
installment shall be paid as soon as practicable after the end of the Deferral
Period and each subsequent installment shall be paid on or about the anniversary
of such first payment. Each such installment shall be deemed made on a pro rata
basis from each of the different deemed investments of the Deferral Account (if
there is more than one such deemed investment).

SECTION 7.02. Termination of Service. (a) If a Participant has elected to
have the balance of his/her Deferral Account distributed upon Termination of
Service, the account balance of the Participant (determined as of the most
recent Valuation Date preceding such Termination of Service) shall be
distributed upon Termination of Service in installments or a lump sum in
accordance with the Plan and as elected in the Participation Agreement.

(b) Notwithstanding Section 7.02 (a) hereof to the contrary, a Participant
who incurs a Termination of Service following the completion of at least 10
years of service with the Company or the attainment of the Company's mandatory
retirement age for directors and who has been granted Options pursuant to
Section 6.02(c) hereof in connection with Deferred Amounts shall have that
portion of his/her Deferral Account that relates to the granting of such Options
distributed no earlier than (i) the date of exercise of such Options and (ii)
the last day of the Option term, whichever occurs first; provided, however, that
any such Participant who has been granted Options pursuant to Section 6.02(c)
hereof and whose Termination of Service occurs as a result of death or
Disability shall have his or her Deferred Amounts related to such Options
distributed as soon as practicable following the occurrence of such Disability
or death, as the case may be. Such Deferred Amounts shall be distributed in
accordance with the Form of Payment elected by the Participant in his/her
Participation Agreement or with applicable provisions of the Plan; provided,
however, that if the Deferred Amounts are to be distributed in installments, the
Deferred Amounts related to the granting of Options shall be entirely
distributed over the remaining installment schedule commencing with the next
following installment payment due under the installment schedule. Any lump sum
payment shall be paid as soon as practicable following the date of exercise of
the Options or the last day of the Option term, as the case may be.

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SECTION 7.03. In-Service Distributions. Subject to Section 7.02 hereof, if
a Participant has elected to defer Eligible Compensation under the Plan for a
stated number of years, the account balance of the Participant (determined as of
the most recent Valuation Date preceding such Deferral Period) shall be
distributed in installments or a lump sum in accordance with the Plan and as
elected in the Participation Agreement.

SECTION 7.04. Voluntary Early Withdrawal. Notwithstanding the provisions of
Section 7.01 and any Participation Agreement, a Participant shall be entitled to
elect to withdraw all of the balance in his/her Deferral Account(s) in
accordance with this Section 7.04 by filing with the Committee such form, in
accordance with such procedures, as the Committee shall determine from time to
time. As soon as practicable after receipt of such form by the Committee, the
Company shall pay an amount equal to ninety percent of the balance in such
Participant's Deferral Account(s) (determined as of the most recent Valuation
Date preceding the date such election is filed) to the electing Participant in a
lump sum in cash, and the Participant shall forfeit the remainder of such
Deferral Account(s). All Participation Agreements previously filed by a
Participant who elects to make a withdrawal under this Section 7.04 shall be
null and void after such election is filed (including without limitation
Participation Agreements with respect to Plan Years or performance periods that
have not yet been completed), and such a Participant shall not thereafter be
entitled to file any Participation Agreements under the Plan with respect to the
first Plan Year that begins after such election is made.

SECTION 7.05. Payments in Connection with Change of Control.
Notwithstanding anything contained in this Plan to the contrary, upon a Change
of Control, the Company shall immediately pay to each Participant in a lump sum
in cash the balance in his/her Deferral Account(s) (determined as of the most
recent Valuation Date preceding the Change of Control).

SECTION 7.06. Withholding of Taxes. Notwithstanding any other provision of
this Plan, the Company shall withhold from payments made hereunder any amounts
required to be so withheld by any applicable law or regulation.

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ARTICLE 8

BENEFICIARY DESIGNATION

SECTION 8.01. Beneficiary Designation. Each Participant shall have the
right, at any time, to designate any person, persons or entity as his
Beneficiary or Beneficiaries. A Beneficiary designation shall be made, and may
be amended, by the Participant by filing a written designation with the
Committee, on such form and in accordance with such procedures as the Committee
shall establish from time to time.

SECTION 8.02. No Beneficiary Designation. If a Participant fails to
designate a Beneficiary as provided above, or if all designated Beneficiaries
predecease the Participant, then the Participant's Beneficiary shall be deemed
to be the Participant's estate.

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ARTICLE 9

AMENDMENT AND TERMINATION OF PLAN

SECTION 9.01. Amendment. The Board or the Committee may at any time amend
this Plan in whole or in part, provided, however, that no amendment shall be
effective to decrease the balance in any Deferral Account as accrued at the time
of such amendment, nor shall any amendment. otherwise have a retroactive effect.

SECTION 9.02. Company 's Right to Terminate. The Board or the Committee may
at any time terminate the Plan with respect to future Participation Agreements.
The Board or the Committee may also terminate the Plan in its entirety at any
time for any reason, including without limitation if, in its judgment, the
continuance of the Plan, the tax, accounting, or other effects thereof, or
potential payments thereunder would not be in the best interests of the Company,
and upon any such termination, the Company shall immediately pay to each
Participant in a lump sum the accrued balance in his Deferral Account
(determined as of the most recent Valuation Date preceding the termination
date).

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ARTICLE 10

Miscellaneous

SECTION 10.01. Unfunded Plan. This Plan is intended to be an unfunded plan.
All payments pursuant to the Plan shall be made from the general funds of the
Company and no special or separate fund shall be established or other
segregation of assets made to assure payment. No Participant or other person
shall have under any circumstances any interest in any particular property or
assets of the Company as a result of participating in the Plan. Notwithstanding
the foregoing, the Company may (but shall not be obligated to) create one or
more grantor trusts, the assets of which are subject to the claims of the
Company's creditors, to assist it in accumulating funds to pay its obligations
under the Plan.

SECTION 10.02. Nonassignabiliy. Except as specifically set forth in the
Plan, neither a Participant nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise
encumber, transfer, hypothecate or convey in advance of actual receipt the
amounts, if any, payable hereunder, or any part thereof, which are, and all
rights to which are, expressly declared to be unassignable and non-transferable.
No part of the amounts payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any other person, nor be
transferable by operation of law in the event of a Participant's or any other
person's bankruptcy or insolvency.

SECTION 10.03. Validity and Severability. The invalidity or
unenforceability of any provision of this Plan shall not affect the validity or
enforceability of any other provision of this Plan, which shall remain in full
force and effect, and any prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction.

SECTION 10.04. Governing Law. The validity, interpretation, construction
and performance of this Plan shall in all respects be governed by the laws of
the State of Connecticut, without reference to principles of conflict of law,
except to the extent preempted by federal law.

SECTION 10.05. Status as a Director. This Plan does not constitute a
contract of employment or impose on the Participant or the Company any
obligation for the Participant to remain a director of the Company or change the
policies of the Company and its affiliates regarding termination of service as a
director.

SECTION 10.06. Underlying Compensation Arrangements. Nothing in this Plan
shall prevent the Company or the Board from modifying, amending or terminating
the compensation arrangements for directors of the Company.

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