Purpose of Committee

The purpose of the Technology Committee (the "Committee") of the Board of Directors (the "Board") of Pitney Bowes Inc. (the "Company") is to review and monitor the Company's technology strategy and significant technology investments in support of its evolving global business needs.  Areas of review include: information technology strategy; significant new product lines or technology investments; and the Company's response to external technology-based threats and opportunities.  In addition, the Committee will oversee the Company's mitigation of any identified enterprise-wide risks in the above areas.

Committee Structure and Operations

The Committee shall be composed of a minimum of three Directors, with all members of the Committee to be independent, according to independence standards established by the Board, consistent with applicable statutes, regulations, and listing standards of The New York Stock Exchange.  The Board shall appoint members of the Committee annually, including a Director to serve as Committee Chair, after consideration of nominations by the Governance Committee.

The Committee shall meet two times per year, with additional meetings as deemed necessary or desirable by the Committee or the Committee Chair.  A majority of the members of the Committee shall constitute a quorum for the Committee to act in the discharge of its duties.

Committee Goals and Responsibilities

The goals and responsibilities of the Committee are to monitor the Company's strategy and significant investments in the areas listed below.  The Committee may conduct its review of any such policy or program as the Committee Chair shall determine.  The intervals for review of any given policy or program may be annual, biannual, or at longer or shorter intervals, depending upon the nature of the subject matter and developments affecting the Company with respect to that subject matter.

1. Information technology strategy in support of the Company's evolving global business needs

2. Major new product development programs (including software initiatives)

3. New opportunities and threats occasioned by new technologies, especially disruptive technologies

4. Enterprise Risk Management associated with the Company's technology investments and infrastructure

With respect to any matter within the scope of this charter identified as an Enterprise Risk by the Company's Risk Steering Committee and reported to the Audit Committee of the Board of Directors, the Committee shall oversee the management by the Company of such Enterprise Risk.

Committee Reports

The Committee shall produce the following reports and provide them to the Board:

1. An annual performance evaluation of the Committee. The performance evaluation may also identify for implementation any improvements to this charter deemed necessary or desirable by the Committee.  The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate.  The report to the Board may take the form of an oral report by the Committee Chair or any other member of the Committee designated by the Committee to make this report.

2. A summary of the actions taken at each Committee meeting, which shall be presented by the Committee Chair at the next Board meeting.

Resources and Authority of the Committee

The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities.  Should the Committee determine that retention of special counsel or other experts or consultants is advisable, the Committee Chair shall provide advance notice to the Governance Committee. 

September 2009