EXHIBIT 1

PITNEY BOWES INC.

and

CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C.

Rights Agent

Rights Agreement

Dated as of December 11, 1995

____________________________________________________________

                      TABLE OF CONTENTS


                                                        Page


Section 1.  Certain Definitions.......................    1

Section 2.  Appointment of Rights Agent...............    7

Section 3.  Issue of Right Certificates...............    7

Section 4.  Form of Right Certificates................   11

Section 5.  Countersignature and Registration.........   11

Section 6.  Transfer, Split Up, Combination and
              Exchange of Right Certificates;
              Mutilated, Destroyed, Lost or
              Stolen Right Certificates...............   13

Section 7.  Exercise of Rights; Purchase Price;
              Expiration Date of Rights...............   14

Section 8.  Cancellation and Destruction of
              Right Certificates......................   17

Section 9.  Availability of Preference Shares.........   17

Section 10. Preference Shares Record Date.............   19

Section 11. Adjustment of Purchase Price, Number of
              Shares or Number of Rights..............   19

Section 12. Certificate of Adjusted Purchase Price
              or Number of Shares.....................   34

Section 13. Consolidation, Merger or Sale or Transfer
              of Assets or Earning Power..............   35

Section 14. Fractional Rights and Fractional Shares...   37

Section 15. Rights of Action..........................   40

Section 16. Agreement of Right Holders................   40

Section 17. Right Certificate Holder Not Deemed a
              Stockholder.............................   41

                                                        Page





Section 18. Concerning the Rights Agent...............   42

Section 19. Merger or Consolidation or Change of
              Name of Rights Agent....................   43

Section 20. Duties of Rights Agent....................   45

Section 21. Change of Rights Agent....................   48

Section 22. Issuance of New Right Certificates........   50

Section 23. Redemption................................   51

Section 24. Exchange..................................   52

Section 25. Notice of Certain Events..................   55

Section 26. Notices...................................   57

Section 27. Supplements and Amendments................   58

Section 28. Successors................................   59

Section 29. Benefits of this Agreement................   59

Section 30. Severability..............................   59

Section 31. Governing Law.............................   60

Section 32. Counterparts..............................   60

Section 33. Descriptive Headings......................   60

Signatures............................................   60



Exhibit A - Form of Certificate of Designations

Exhibit B - Form of Right Certificate

Exhibit C - Summary of Rights to Purchase Preference
            Shares

Agreement, dated as of December 11, 1995, between

Pitney Bowes Inc., a Delaware corporation (the "Company"),

and Chemical Mellon Shareholder Services, L.L.C., a

corporation (the "Rights Agent").

The Board of Directors of the Company has

authorized and declared a dividend of one preference share

purchase right (a "Right") for each Common Share (as

hereinafter defined) of the Company outstanding on February

20, 1996 (the "Record Date"), each Right representing the

right to purchase one one-hundredth of a Preference Share (as

hereinafter defined), upon the terms and subject to the

conditions herein set forth, and has further authorized and

directed the issuance of one Right with respect to each Com-

mon Share that shall become outstanding between the Record

Date and the earliest of the Distribution Date, the Redemp-

tion Date and the Final Expiration Date (as such terms are

hereinafter defined).

Accordingly, in consideration of the premises and

the mutual agreements herein set forth, the parties hereby

agree as follows:

Section 1. Certain Definitions. For purposes of

this Agreement, the following terms have the meanings

indicated:

(a) "Acquiring Person" shall mean any Person (as

such term is hereinafter defined) who or which, together with

all Affiliates and Associates (as such terms are hereinafter

defined) of such Person, shall be the Beneficial Owner (as

such term is hereinafter defined) of 20% or more of the Com-

mon Shares of the Company then outstanding, but shall not

include the Company, any Subsidiary (as such term is

hereinafter defined) of the Company, any employee benefit

plan of the Company or any Subsidiary of the Company, or any

entity holding Common Shares for or pursuant to the terms of

any such plan. Notwithstanding the foregoing, no Person

shall become an "Acquiring Person" as the result of an

acquisition of Common Shares by the Company which, by reduc-

ing the number of shares outstanding, increases the

proportionate number of shares beneficially owned by such

Person to 20% or more of the Common Shares of the Company

then outstanding; provided, however, that if a Person shall

become the Beneficial Owner of 20% or more of the Common

Shares of the Company then outstanding by reason of share

purchases by the Company and shall, after such share

purchases by the Company, become the Beneficial Owner of any

additional Common Shares of the Company, then such Person

shall be deemed to be an "Acquiring Person". Notwithstanding

the foregoing, if the Board of Directors of the Company

determines in good faith that a Person who would otherwise be

an "Acquiring Person", as defined pursuant to the foregoing

provisions of this paragraph (a), has become such inadvert-

ently, and such Person divests as promptly as practicable a

sufficient number of Common Shares so that such Person would

no longer be an "Acquiring Person," as defined pursuant to

the foregoing provisions of this paragraph (a), then such

Person shall not be deemed to be an "Acquiring Person" for

any purposes of this Agreement.

(b) "Affiliate" and "Associate" shall have the

respective meanings ascribed to such terms in Rule 12b-2 of

the General Rules and Regulations under the Securities

Exchange Act of 1934, as amended (the "Exchange Act"), as in

effect on the date of this Agreement.

(c) A Person shall be deemed the "Beneficial

Owner" of and shall be deemed to "beneficially own" any

securities:

(i) which such Person or any of such Person's Af-

filiates or Associates beneficially owns, directly or

indirectly;

(ii) which such Person or any of such Person's Af-

filiates or Associates has (A) the right to acquire

(whether such right is exercisable immediately or only

after the passage of time) pursuant to any agreement,

arrangement or understanding (other than customary

agreements with and between underwriters and selling

group members with respect to a bona fide public offer-

ing of securities), or upon the exercise of conversion

rights, exchange rights, rights (other than these

Rights), warrants or options, or otherwise; provided,

however, that a Person shall not be deemed the

Beneficial Owner of, or to beneficially own, securities

tendered pursuant to a tender or exchange offer made by

or on behalf of such Person or any of such Person's Af-

filiates or Associates until such tendered securities

are accepted for purchase or exchange; or (B) the right

to vote pursuant to any agreement, arrangement or

understanding; provided, however, that a Person shall

not be deemed the Beneficial Owner of, or to

beneficially own, any security if the agreement, ar-

rangement or understanding to vote such security (1)

arises solely from a revocable proxy or consent given to

such Person in response to a public proxy or consent

solicitation made pursuant to, and in accordance with,

the applicable rules and regulations promulgated under

the Exchange Act and (2) is not also then reportable on

Schedule 13D under the Exchange Act (or any comparable

or successor report); or

(iii) which are beneficially owned, directly or

indirectly, by any other Person with which such Person

or any of such Person's Affiliates or Associates has any

agreement, arrangement or understanding (other than

customary agreements with and between underwriters and

selling group members with respect to a bona fide public

offering of securities) for the purpose of acquiring,

holding, voting (except to the extent contemplated by

the proviso to Section 1(c)(ii)(B)) or disposing of any

securities of the Company.

Notwithstanding anything in this definition of

Beneficial Ownership to the contrary, the phrase "then

outstanding," when used with reference to a Person's

Beneficial Ownership of securities of the Company, shall mean

the number of such securities then issued and outstanding

together with the number of such securities not then actually

issued and outstanding which such Person would be deemed to

own beneficially hereunder.

(d) "Business Day" shall mean any day other than a

Saturday, a Sunday, or a day on which banking institutions in

New York are authorized or obligated by law or executive

order to close.

(e) "Close of business" on any given date shall

mean 5:00 P.M., Eastern Standard time, on such date;

provided, however, that if such date is not a Business Day it

shall mean 5:00 P.M., Eastern Standard time, on the next

succeeding Business Day.

(f) "Common Shares" when used with reference to

the Company shall mean the shares of common stock, par value

$2.00 per share, of the Company. "Common Shares" when used

with reference to any Person other than the Company shall

mean the capital stock (or equity interest) with the greatest

voting power of such other Person or, if such other Person is

a Subsidiary of another Person, the Person or Persons which

ultimately control such first-mentioned Person.

(g) "Distribution Date" shall have the meaning set

forth in Section 3 hereof.

(h) "Final Expiration Date" shall have the meaning

set forth in Section 7 hereof.

(i) "Person" shall mean any individual, firm,

corporation or other entity, and shall include any successor

(by merger or otherwise) of such entity.

(j) "Preference Shares" shall mean shares of

Series A Junior Participating Preference Stock, without par

value, of the Company having the rights and preferences set

forth in the Form of Certificate of Designations attached to

this Agreement as Exhibit A.

(k) "Redemption Date" shall have the meaning set

forth in Section 7 hereof.

(l) "Shares Acquisition Date" shall mean the first

date of public announcement by the Company or an Acquiring

Person that an Acquiring Person has become such.

(m) "Subsidiary" of any Person shall mean any

corporation or other entity of which a majority of the voting

power of the voting equity securities or equity interest is

owned, directly or indirectly, by such Person.

Section 2. Appointment of Rights Agent. The

Company hereby appoints the Rights Agent to act as agent for

the Company and the holders of the Rights (who, in accordance

with Section 3 hereof, shall prior to the Distribution Date

also be the holders of the Common Shares) in accordance with

the terms and conditions hereof, and the Rights Agent hereby

accepts such appointment. The Company may from time to time

appoint such co-Rights Agents as it may deem necessary or

desirable.

Section 3. Issue of Right Certificates. (a)

Until the earlier of (i) the tenth day after the Shares

Acquisition Date or (ii) the tenth business day (or such

later date as may be determined by action of the Board of

Directors prior to such time as any Person becomes an Acquir-

ing Person) after the date of the commencement by any Person

(other than the Company, any Subsidiary of the Company, any

employee benefit plan of the Company or of any Subsidiary of

the Company or any entity holding Common Shares for or pursu-

ant to the terms of any such plan) of, or of the first public

announcement of the intention of any Person (other than the

Company, any Subsidiary of the Company, any employee benefit

plan of the Company or of any Subsidiary of the Company or

any entity holding Common Shares for or pursuant to the terms

of any such plan) to commence, a tender or exchange offer the

consummation of which would result in any Person becoming the

Beneficial Owner of Common Shares aggregating 20% or more of

the then outstanding Common Shares (including any such date

which is after the date of this Agreement and prior to the

issuance of the Rights; the earlier of such dates being

herein referred to as the "Distribution Date"), (x) the

Rights will be evidenced (subject to the provisions of Sec-

tion 3(b) hereof) by the certificates for Common Shares

registered in the names of the holders thereof (which

certificates shall also be deemed to be Right Certificates)

and not by separate Right Certificates, and (y) the right to

receive Right Certificates will be transferable only in con-

nection with the transfer of Common Shares. As soon as

practicable after the Distribution Date, the Company will

prepare and execute, the Rights Agent will countersign, and

the Company will send or cause to be sent (and the Rights

Agent will, if requested, send) by first-class, insured,

postage-prepaid mail, to each record holder of Common Shares

as of the close of business on the Distribution Date, at the

address of such holder shown on the records of the Company, a

Right Certificate, in substantially the form of Exhibit B

hereto (a "Right Certificate"), evidencing one Right for each

Common Share so held. As of the Distribution Date, the

Rights will be evidenced solely by such Right Certificates.

(b) On the Record Date, or as soon as practicable

thereafter, the Company will send a copy of a Summary of

Rights to Purchase Preference Shares, in substantially the

form of Exhibit C hereto (the "Summary of Rights"), by

first-class, postage-prepaid mail, to each record holder of

Common Shares as of the close of business on the Record Date,

at the address of such holder shown on the records of the

Company. With respect to certificates for Common Shares

outstanding as of the Record Date, until the Distribution

Date, the Rights will be evidenced by such certificates

registered in the names of the holders thereof together with

a copy of the Summary of Rights attached thereto. Until the

Distribution Date (or the earlier of the Redemption Date or

the Final Expiration Date), the surrender for transfer of any

certificate for Common Shares outstanding on the Record Date,

with or without a copy of the Summary of Rights attached

thereto, shall also constitute the transfer of the Rights

associated with the Common Shares represented thereby.

(c) Certificates for Common Shares which become

outstanding (including, without limitation, reacquired Common

Shares referred to in the last sentence of this paragraph

(c)) after the Record Date but prior to the earliest of the

Distribution Date, the Redemption Date or the Final Expira-

tion Date shall have impressed on, printed on, written on or

otherwise affixed to them the following legend:

This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agree- ment between Pitney Bowes Inc. and Chemical Mellon Shareholder Services, L.L.C., dated as of December 11, 1995 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Pitney Bowes Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Pitney Bowes Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) may become null and void.

With respect to such certificates containing the foregoing

legend, until the Distribution Date, the Rights associated

with the Common Shares represented by such certificates shall

be evidenced by such certificates alone, and the surrender

for transfer of any such certificate shall also constitute

the transfer of the Rights associated with the Common Shares

represented thereby. In the event that the Company purchases

or acquires any Common Shares after the Record Date but prior

to the Distribution Date, any Rights associated with such

Common Shares shall be deemed cancelled and retired so that

the Company shall not be entitled to exercise any Rights as-

sociated with the Common Shares which are no longer outstand-

ing.

Section 4. Form of Right Certificates. The Right

Certificates (and the forms of election to purchase

Preference Shares and of assignment to be printed on the

reverse thereof) shall be substantially the same as Exhibit B

hereto and may have such marks of identification or

designation and such legends, summaries or endorsements

printed thereon as the Company may deem appropriate and as

are not inconsistent with the provisions of this Agreement,

or as may be required to comply with any applicable law or

with any rule or regulation made pursuant thereto or with any

rule or regulation of any stock exchange on which the Rights

may from time to time be listed, or to conform to usage.

Subject to the provisions of Section 22 hereof, the Right

Certificates shall entitle the holders thereof to purchase

such number of one one-hundredths of a Preference Share as

shall be set forth therein at the price per one one-hundredth

of a Preference Share set forth therein (the "Purchase

Price"), but the number of such one one-hundredths of a

Preference Share and the Purchase Price shall be subject to

adjustment as provided herein.

Section 5. Countersignature and Registration. The

Right Certificates shall be executed on behalf of the Company

by its Chairman of the Board, its Chief Executive Officer,

its President, any of its Vice Presidents, or its Treasurer,

either manually or by facsimile signature, shall have affixed

thereto the Company's seal or a facsimile thereof, and shall

be attested by the Secretary or an Assistant Secretary of the

Company, either manually or by facsimile signature. The

Right Certificates shall be manually countersigned by the

Rights Agent and shall not be valid for any purpose unless

countersigned. In case any officer of the Company who shall

have signed any of the Right Certificates shall cease to be

such officer of the Company before countersignature by the

Rights Agent and issuance and delivery by the Company, such

Right Certificates, nevertheless, may be countersigned by the

Rights Agent and issued and delivered by the Company with the

same force and effect as though the person who signed such

Right Certificates had not ceased to be such officer of the

Company; and any Right Certificate may be signed on behalf of

the Company by any person who, at the actual date of the

execution of such Right Certificate, shall be a proper of-

ficer of the Company to sign such Right Certificate, although

at the date of the execution of this Rights Agreement any

such person was not such an officer.

Following the Distribution Date, the Rights Agent

will keep or cause to be kept, at its principal office, books

for registration and transfer of the Right Certificates is-

sued hereunder. Such books shall show the names and ad-

dresses of the respective holders of the Right Certificates,

the number of Rights evidenced on its face by each of the

Right Certificates and the date of each of the Right

Certificates.

Section 6. Transfer, Split Up, Combination and

Exchange of Right Certificates; Mutilated, Destroyed, Lost or

Stolen Right Certificates. Subject to the provisions of Sec-

tion 14 hereof, at any time after the close of business on

the Distribution Date, and at or prior to the close of busi-

ness on the earlier of the Redemption Date or the Final

Expiration Date, any Right Certificate or Right Certificates

(other than Right Certificates representing Rights that have

become void pursuant to Section 11(a)(ii) hereof or that have

been exchanged pursuant to Section 24 hereof) may be

transferred, split up, combined or exchanged for another

Right Certificate or Right Certificates, entitling the

registered holder to purchase a like number of one

one-hundredths of a Preference Share as the Right Certificate

or Right Certificates surrendered then entitled such holder

to purchase. Any registered holder desiring to transfer,

split up, combine or exchange any Right Certificate or Right

Certificates shall make such request in writing delivered to

the Rights Agent, and shall surrender the Right Certificate

or Right Certificates to be transferred, split up, combined

or exchanged at the principal office of the Rights Agent.

Thereupon the Rights Agent shall countersign and deliver to

the person entitled thereto a Right Certificate or Right

Certificates, as the case may be, as so requested. The

Company may require payment of a sum sufficient to cover any

tax or governmental charge that may be imposed in connection

with any transfer, split up, combination or exchange of Right

Certificates.

Upon receipt by the Company and the Rights Agent of

evidence reasonably satisfactory to them of the loss, theft,

destruction or mutilation of a Right Certificate, and, in

case of loss, theft or destruction, of indemnity or security

reasonably satisfactory to them, and, at the Company's

request, reimbursement to the Company and the Rights Agent of

all reasonable expenses incidental thereto, and upon sur-

render to the Rights Agent and cancellation of the Right

Certificate if mutilated, the Company will make and deliver a

new Right Certificate of like tenor to the Rights Agent for

delivery to the registered holder in lieu of the Right

Certificate so lost, stolen, destroyed or mutilated.

Section 7. Exercise of Rights; Purchase Price;

Expiration Date of Rights. (a) The registered holder of any

Right Certificate may exercise the Rights evidenced thereby

(except as otherwise provided herein) in whole or in part at

any time after the Distribution Date upon surrender of the

Right Certificate, with the form of election to purchase on

the reverse side thereof duly executed, to the Rights Agent

at the principal office of the Rights Agent, together with

payment of the Purchase Price for each one one-hundredth of a

Preference Share as to which the Rights are exercised, at or

prior to the earliest of (i) the close of business on

February 20, 2006 (the "Final Expiration Date"), (ii) the

time at which the Rights are redeemed as provided in Section

23 hereof (the "Redemption Date"), or (iii) the time at which

such Rights are exchanged as provided in Section 24 hereof.

(b) The Purchase Price for each one one-hundredth

of a Preference Share purchasable pursuant to the exercise of

a Right shall initially be $195.00, and shall be subject to

adjustment from time to time as provided in Section 11 or 13

hereof and shall be payable in lawful money of the United

States of America in accordance with paragraph (c) below.

(c) Upon receipt of a Right Certificate represent-

ing exercisable Rights, with the form of election to purchase

duly executed, accompanied by payment of the Purchase Price

for the shares to be purchased and an amount equal to any

applicable transfer tax required to be paid by the holder of

such Right Certificate in accordance with Section 9 hereof by

certified check, cashier's check or money order payable to

the order of the Company, the Rights Agent shall thereupon

promptly (i) (A) requisition from any transfer agent of the

Preference Shares certificates for the number of Preference

Shares to be purchased and the Company hereby irrevocably

authorizes its transfer agent to comply with all such

requests, or (B) requisition from the depositary agent

depositary receipts representing such number of one

one-hundredths of a Preference Share as are to be purchased

(in which case certificates for the Preference Shares

represented by such receipts shall be deposited by the

transfer agent with the depositary agent) and the Company

hereby directs the depositary agent to comply with such

request, (ii) when appropriate, requisition from the Company

the amount of cash to be paid in lieu of issuance of

fractional shares in accordance with Section 14 hereof, (iii)

after receipt of such certificates or depositary receipts,

cause the same to be delivered to or upon the order of the

registered holder of such Right Certificate, registered in

such name or names as may be designated by such holder and

(iv) when appropriate, after receipt, deliver such cash to or

upon the order of the registered holder of such Right

Certificate.

(d) In case the registered holder of any Right

Certificate shall exercise less than all the Rights evidenced

thereby, a new Right Certificate evidencing Rights equivalent

to the Rights remaining unexercised shall be issued by the

Rights Agent to the registered holder of such Right

Certificate or to his duly authorized assigns, subject to the

provisions of Section 14 hereof.

Section 8. Cancellation and Destruction of Right

Certificates. All Right Certificates surrendered for the

purpose of exercise, transfer, split up, combination or

exchange shall, if surrendered to the Company or to any of

its agents, be delivered to the Rights Agent for cancellation

or in cancelled form, or, if surrendered to the Rights Agent,

shall be cancelled by it, and no Right Certificates shall be

issued in lieu thereof except as expressly permitted by any

of the provisions of this Rights Agreement. The Company

shall deliver to the Rights Agent for cancellation and

retirement, and the Rights Agent shall so cancel and retire,

any other Right Certificate purchased or acquired by the

Company otherwise than upon the exercise thereof. The Rights

Agent shall deliver all canceled Right Certificates to the

Company, or shall, at the written request of the Company,

destroy such cancelled Right Certificates, and in such case

shall deliver a certificate of destruction thereof to the

Company.

Section 9. Availability of Preference Shares. The

Company covenants and agrees that it will cause to be

reserved and kept available out of its authorized and

unissued Preference Shares or any Preference Shares held in

its treasury, the number of Preference Shares that will be

sufficient to permit the exercise in full of all outstanding

Rights in accordance with Section 7. The Company covenants

and agrees that it will take all such action as may be

necessary to ensure that all Preference Shares delivered upon

exercise of Rights shall, at the time of delivery of the

certificates for such Preference Shares (subject to payment

of the Purchase Price), be duly and validly authorized and

issued and fully paid and nonassessable shares.

The Company further covenants and agrees that it

will pay when due and payable any and all federal and state

transfer taxes and charges which may be payable in respect of

the issuance or delivery of the Right Certificates or of any

Preference Shares upon the exercise of Rights. The Company

shall not, however, be required to pay any transfer tax which

may be payable in respect of any transfer or delivery of

Right Certificates to a person other than, or the issuance or

delivery of certificates or depositary receipts for the

Preference Shares in a name other than that of, the

registered holder of the Right Certificate evidencing Rights

surrendered for exercise or to issue or to deliver any

certificates or depositary receipts for Preference Shares

upon the exercise of any Rights until any such tax shall have

been paid (any such tax being payable by the holder of such

Right Certificate at the time of surrender) or until it has

been established to the Company's reasonable satisfaction

that no such tax is due.

Section 10. Preference Shares Record Date. Each

person in whose name any certificate for Preference Shares is

issued upon the exercise of Rights shall for all purposes be

deemed to have become the holder of record of the Preference

Shares represented thereby on, and such certificate shall be

dated, the date upon which the Right Certificate evidencing

such Rights was duly surrendered and payment of the Purchase

Price (and any applicable transfer taxes) was made; provided,

however, that if the date of such surrender and payment is a

date upon which the Preference Shares transfer books of the

Company are closed, such person shall be deemed to have

become the record holder of such shares on, and such

certificate shall be dated, the next succeeding Business Day

on which the Preference Shares transfer books of the Company

are open. Prior to the exercise of the Rights evidenced

thereby, the holder of a Right Certificate shall not be

entitled to any rights of a holder of Preference Shares for

which the Rights shall be exercisable, including, without

limitation, the right to vote, to receive dividends or other

distributions or to exercise any preemptive rights, and shall

not be entitled to receive any notice of any proceedings of

the Company, except as provided herein.

Section 11. Adjustment of Purchase Price, Number

of Shares or Number of Rights. The Purchase Price, the

number of Preference Shares covered by each Right and the

number of Rights outstanding are subject to adjustment from

time to time as provided in this Section 11.

(a) (i) In the event the Company shall at any

time after the date of this Agreement (A) declare a dividend

on the Preference Shares payable in Preference Shares, (B)

subdivide the outstanding Preference Shares, (C) combine the

outstanding Preference Shares into a smaller number of

Preference Shares or (D) issue any shares of its capital

stock in a reclassification of the Preference Shares

(including any such reclassification in connection with a

consolidation or merger in which the Company is the

continuing or surviving corporation), except as otherwise

provided in this Section 11(a), the Purchase Price in effect

at the time of the record date for such dividend or of the

effective date of such subdivision, combination or

reclassification, and the number and kind of shares of

capital stock issuable on such date, shall be proportionately

adjusted so that the holder of any Right exercised after such

time shall be entitled to receive the aggregate number and

kind of shares of capital stock which, if such Right had been

exercised immediately prior to such date and at a time when

the Preference Shares transfer books of the Company were

open, he would have owned upon such exercise and been

entitled to receive by virtue of such dividend, subdivision,

combination or reclassification; provided, however, that in

no event shall the consideration to be paid upon the exercise

of one Right be less than the aggregate par value of the

shares of capital stock of the Company issuable upon exercise

of one Right.

(ii) Subject to Section 24 of this Agreement, in

the event any Person becomes an Acquiring Person, each holder

of a Right shall thereafter have a right to receive, upon

exercise thereof at a price equal to the then current

Purchase Price multiplied by the number of one one-hundredths

of a Preference Share for which a Right is then exercisable,

in accordance with the terms of this Agreement and in lieu of

Preference Shares, such number of Common Shares of the

Company as shall equal the result obtained by (x) multiplying

the then current Purchase Price by the number of one

one-hundredths of a Preference Share for which a Right is

then exercisable and dividing that product by (y) 50% of the

then current per share market price of the Company's Common

Shares (determined pursuant to Section 11(d) hereof) on the

date of the occurrence of such event. In the event that any

Person shall become an Acquiring Person and the Rights shall

then be outstanding, the Company shall not take any action

which would eliminate or diminish the benefits intended to be

afforded by the Rights.

From and after the occurrence of such event, any

Rights that are or were acquired or beneficially owned by any

Acquiring Person (or any Associate or Affiliate of such

Acquiring Person) shall be void and any holder of such Rights

shall thereafter have no right to exercise such Rights under

any provision of this Agreement. No Right Certificate shall

be issued pursuant to Section 3 that represents Rights

beneficially owned by an Acquiring Person whose Rights would

be void pursuant to the preceding sentence or any Associate

or Affiliate thereof; no Right Certificate shall be issued at

any time upon the transfer of any Rights to an Acquiring

Person whose Rights would be void pursuant to the preceding

sentence or any Associate or Affiliate thereof or to any

nominee of such Acquiring Person, Associate or Affiliate; and

any Right Certificate delivered to the Rights Agent for

transfer to an Acquiring Person whose Rights would be void

pursuant to the preceding sentence shall be cancelled.

(iii) In the event that there shall not be suf-

ficient Common Shares issued but not outstanding or

authorized but unissued to permit the exercise in full of the

Rights in accordance with the foregoing subparagraph (ii),

the Company shall take all such action as may be necessary to

authorize additional Common Shares for issuance upon exercise

of the Rights. In the event the Company shall, after good

faith effort, be unable to take all such action as may be

necessary to authorize such additional Common Shares, the

Company shall substitute, for each Common Share that would

otherwise be issuable upon exercise of a Right, a number of

Preference Shares or fraction thereof such that the current

per share market price of one Preference Share multiplied by

such number or fraction is equal to the current per share

market price of one Common Share as of the date of issuance

of such Preference Shares or fraction thereof.

(b) In case the Company shall fix a record date

for the issuance of rights, options or warrants to all hold-

ers of Preference Shares entitling them (for a period

expiring within 45 calendar days after such record date) to

subscribe for or purchase Preference Shares (or shares having

the same rights, privileges and preferences as the Preference

Shares ("equivalent preference shares")) or securities

convertible into Preference Shares or equivalent preference

shares at a price per Preference Share or equivalent

preference share (or having a conversion price per share, if

a security convertible into Preference Shares or equivalent

preference shares) less than the then current per share

market price of the Preference Shares (as defined in Section

11(d)) on such record date, the Purchase Price to be in

effect after such record date shall be determined by

multiplying the Purchase Price in effect immediately prior to

such record date by a fraction, the numerator of which shall

be the number of Preference Shares outstanding on such record

date plus the number of Preference Shares which the aggregate

offering price of the total number of Preference Shares

and/or equivalent preference shares so to be offered (and/or

the aggregate initial conversion price of the convertible

securities so to be offered) would purchase at such current

market price and the denominator of which shall be the number

of Preference Shares outstanding on such record date plus the

number of additional Preference Shares and/or equivalent

preference shares to be offered for subscription or purchase

(or into which the convertible securities so to be offered

are initially convertible); provided, however, that in no

event shall the consideration to be paid upon the exercise of

one Right be less than the aggregate par value of the shares

of capital stock of the Company issuable upon exercise of one

Right. In case such subscription price may be paid in a

consideration part or all of which shall be in a form other

than cash, the value of such consideration shall be as

determined in good faith by the Board of Directors of the

Company, whose determination shall be described in a

statement filed with the Rights Agent. Preference Shares

owned by or held for the account of the Company shall not be

deemed outstanding for the purpose of any such computation.

Such adjustment shall be made successively whenever such a

record date is fixed; and in the event that such rights,

options or warrants are not so issued, the Purchase Price

shall be adjusted to be the Purchase Price which would then

be in effect if such record date had not been fixed.

(c) In case the Company shall fix a record date

for the making of a distribution to all holders of the

Preference Shares (including any such distribution made in

connection with a consolidation or merger in which the

Company is the continuing or surviving corporation) of

evidences of indebtedness or assets (other than a regular

quarterly cash dividend or a dividend payable in Preference

Shares) or subscription rights or warrants (excluding those

referred to in Section 11(b) hereof), the Purchase Price to

be in effect after such record date shall be determined by

multiplying the Purchase Price in effect immediately prior to

such record date by a fraction, the numerator of which shall

be the then current per share market price of the Preference

Shares on such record date, less the fair market value (as

determined in good faith by the Board of Directors of the

Company, whose determination shall be described in a state-

ment filed with the Rights Agent) of the portion of the as-

sets or evidences of indebtedness so to be distributed or of

such subscription rights or warrants applicable to one

Preference Share and the denominator of which shall be such

current per share market price of the Preference Shares;

provided, however, that in no event shall the consideration

to be paid upon the exercise of one Right be less than the

aggregate par value of the shares of capital stock of the

Company to be issued upon exercise of one Right. Such

adjustments shall be made successively whenever such a record

date is fixed; and in the event that such distribution is not

so made, the Purchase Price shall again be adjusted to be the

Purchase Price which would then be in effect if such record

date had not been fixed.

(d) (i) For the purpose of any computation

hereunder, the "current per share market price" of any

security (a "Security" for the purpose of this Section

11(d)(i)) on any date shall be deemed to be the average of

the daily closing prices per share of such Security for the

30 consecutive Trading Days (as such term is hereinafter

defined) immediately prior to such date; provided, however,

that in the event that the current per share market price of

the Security is determined during a period following the an-

nouncement by the issuer of such Security of (A) a dividend

or distribution on such Security payable in shares of such

Security or securities convertible into such shares, or (B)

any subdivision, combination or reclassification of such

Security and prior to the expiration of 30 Trading Days after

the ex-dividend date for such dividend or distribution, or

the record date for such subdivision, combination or reclas-

sification, then, and in each such case, the current per

share market price shall be appropriately adjusted to reflect

the current market price per share equivalent of such

Security. The closing price for each day shall be the last

sale price, regular way, or, in case no such sale takes place

on such day, the average of the closing bid and asked prices,

regular way, in either case as reported in the principal

consolidated transaction reporting system with respect to

securities listed or admitted to trading on the New York

Stock Exchange or, if the Security is not listed or admitted

to trading on the New York Stock Exchange, as reported in the

principal consolidated transaction reporting system with

respect to securities listed on the principal national

securities exchange on which the Security is listed or admit-

ted to trading or, if the Security is not listed or admitted

to trading on any national securities exchange, the last

quoted price or, if not so quoted, the average of the high

bid and low asked prices in the over-the-counter market, as

reported by the National Association of Securities Dealers,

Inc. Automated Quotations System ("NASDAQ") or such other

system then in use, or, if on any such date the Security is

not quoted by any such organization, the average of the clos-

ing bid and asked prices as furnished by a professional

market maker making a market in the Security selected by the

Board of Directors of the Company. The term "Trading Day"

shall mean a day on which the principal national securities

exchange on which the Security is listed or admitted to trad-

ing is open for the transaction of business or, if the

Security is not listed or admitted to trading on any national

securities exchange, a Business Day.

(ii) For the purpose of any computation hereunder,

the "current per share market price" of the Preference Shares

shall be determined in accordance with the method set forth

in Section 11(d)(i). If the Preference Shares are not

publicly traded, the "current per share market price" of the

Preference Shares shall be conclusively deemed to be the cur-

rent per share market price of the Common Shares as

determined pursuant to Section 11(d)(i) (appropriately

adjusted to reflect any stock split, stock dividend or

similar transaction occurring after the date hereof),

multiplied by one hundred. If neither the Common Shares nor

the Preference Shares are publicly held or so listed or

traded, "current per share market price" shall mean the fair

value per share as determined in good faith by the Board of

Directors of the Company, whose determination shall be

described in a statement filed with the Rights Agent.

(e) No adjustment in the Purchase Price shall be

required unless such adjustment would require an increase or

decrease of at least 1% in the Purchase Price; provided,

however, that any adjustments which by reason of this Section

11(e) are not required to be made shall be carried forward

and taken into account in any subsequent adjustment. All

calculations under this Section 11 shall be made to the near-

est cent or to the nearest one one-millionth of a Preference

Share or one ten-thousandth of any other share or security as

the case may be. Notwithstanding the first sentence of this

Section 11(e), any adjustment required by this Section 11

shall be made no later than the earlier of (i) three years

from the date of the transaction which requires such adjust-

ment or (ii) the date of the expiration of the right to

exercise any Rights.

(f) If as a result of an adjustment made pursuant

to Section 11(a) hereof, the holder of any Right thereafter

exercised shall become entitled to receive any shares of

capital stock of the Company other than Preference Shares,

thereafter the number of such other shares so receivable upon

exercise of any Right shall be subject to adjustment from

time to time in a manner and on terms as nearly equivalent as

practicable to the provisions with respect to the Preference

Shares contained in Section 11(a) through (c), inclusive, and

the provisions of Sections 7, 9, 10 and 13 with respect to

the Preference Shares shall apply on like terms to any such

other shares.

(g) All Rights originally issued by the Company

subsequent to any adjustment made to the Purchase Price

hereunder shall evidence the right to purchase, at the

adjusted Purchase Price, the number of one one-hundredths of

a Preference Share purchasable from time to time hereunder

upon exercise of the Rights, all subject to further adjust-

ment as provided herein.

(h) Unless the Company shall have exercised its

election as provided in Section 11(i), upon each adjustment

of the Purchase Price as a result of the calculations made in

Sections 11(b) and (c), each Right outstanding immediately

prior to the making of such adjustment shall thereafter

evidence the right to purchase, at the adjusted Purchase

Price, that number of one one-hundredths of a Preference

Share (calculated to the nearest one one-millionth of a

Preference Share) obtained by (i) multiplying (x) the number

of one one-hundredths of a share covered by a Right

immediately prior to this adjustment by (y) the Purchase

Price in effect immediately prior to such adjustment of the

Purchase Price and (ii) dividing the product so obtained by

the Purchase Price in effect immediately after such

adjustment of the Purchase Price.

(i) The Company may elect on or after the date of

any adjustment of the Purchase Price to adjust the number of

Rights, in substitution for any adjustment in the number of

one one-hundredths of a Preference Share purchasable upon the

exercise of a Right. Each of the Rights outstanding after

such adjustment of the number of Rights shall be exercisable

for the number of one one-hundredths of a Preference Share

for which a Right was exercisable immediately prior to such

adjustment. Each Right held of record prior to such adjust-

ment of the number of Rights shall become that number of

Rights (calculated to the nearest one ten-thousandth)

obtained by dividing the Purchase Price in effect immediately

prior to adjustment of the Purchase Price by the Purchase

Price in effect immediately after adjustment of the Purchase

Price. The Company shall make a public announcement of its

election to adjust the number of Rights, indicating the

record date for the adjustment, and, if known at the time,

the amount of the adjustment to be made. This record date

may be the date on which the Purchase Price is adjusted or

any day thereafter, but, if the Right Certificates have been

issued, shall be at least 10 days later than the date of the

public announcement. If Right Certificates have been issued,

upon each adjustment of the number of Rights pursuant to this

Section 11(i), the Company shall, as promptly as practicable,

cause to be distributed to holders of record of Right

Certificates on such record date Right Certificates evidenc-

ing, subject to Section 14 hereof, the additional Rights to

which such holders shall be entitled as a result of such

adjustment, or, at the option of the Company, shall cause to

be distributed to such holders of record in substitution and

replacement for the Right Certificates held by such holders

prior to the date of adjustment, and upon surrender thereof,

if required by the Company, new Right Certificates evidencing

all the Rights to which such holders shall be entitled after

such adjustment. Right Certificates so to be distributed

shall be issued, executed and countersigned in the manner

provided for herein and shall be registered in the names of

the holders of record of Right Certificates on the record

date specified in the public announcement.

(j) Irrespective of any adjustment or change in

the Purchase Price or the number of one one-hundredths of a

Preference Share issuable upon the exercise of the Rights,

the Right Certificates theretofore and thereafter issued may

continue to express the Purchase Price and the number of one

one-hundredths of a Preference Share which were expressed in

the initial Right Certificates issued hereunder.

(k) Before taking any action that would cause an

adjustment reducing the Purchase Price below one

one-hundredth of the then par value, if any, of the

Preference Shares issuable upon exercise of the Rights, the

Company shall take any corporate action which may, in the

opinion of its counsel, be necessary in order that the

Company may validly and legally issue fully paid and

nonassessable Preference Shares at such adjusted Purchase

Price.

(l) In any case in which this Section 11 shall

require that an adjustment in the Purchase Price be made ef-

fective as of a record date for a specified event, the

Company may elect to defer until the occurrence of such event

the issuing to the holder of any Right exercised after such

record date of the Preference Shares and other capital stock

or securities of the Company, if any, issuable upon such

exercise over and above the Preference Shares and other

capital stock or securities of the Company, if any, issuable

upon such exercise on the basis of the Purchase Price in ef-

fect prior to such adjustment; provided, however, that the

Company shall deliver to such holder a due bill or other ap-

propriate instrument evidencing such holder's right to

receive such additional shares upon the occurrence of the

event requiring such adjustment.

(m) Anything in this Section 11 to the contrary

notwithstanding, the Company shall be entitled to make such

reductions in the Purchase Price, in addition to those

adjustments expressly required by this Section 11, as and to

the extent that it in its sole discretion shall determine to

be advisable in order that any consolidation or subdivision

of the Preference Shares, issuance wholly for cash of any

Preference Shares at less than the current market price,

issuance wholly for cash of Preference Shares or securities

which by their terms are convertible into or exchangeable for

Preference Shares, dividends on Preference Shares payable in

Preference Shares or issuance of rights, options or warrants

referred to hereinabove in Section 11(b), hereafter made by

the Company to holders of its Preference Shares shall not be

taxable to such stockholders.

(n) In the event that at any time after the date

of this Agreement and prior to the Distribution Date, the

Company shall (i) declare or pay any dividend on the Common

Shares payable in Common Shares or (ii) effect a subdivision,

combination or consolidation of the Common Shares (by reclas-

sification or otherwise than by payment of dividends in Com-

mon Shares) into a greater or lesser number of Common Shares,

then in any such case (A) the number of one one-hundredths of

a Preference Share purchasable after such event upon proper

exercise of each Right shall be determined by multiplying the

number of one one-hundredths of a Preference Share so

purchasable immediately prior to such event by a fraction,

the numerator of which is the number of Common Shares

outstanding immediately before such event and the denominator

of which is the number of Common Shares outstanding

immediately after such event, and (B) each Common Share

outstanding immediately after such event shall have issued

with respect to it that number of Rights which each Common

Share outstanding immediately prior to such event had issued

with respect to it. The adjustments provided for in this

Section 11(n) shall be made successively whenever such a

dividend is declared or paid or such a subdivision,

combination or consolidation is effected.

Section 12. Certificate of Adjusted Purchase Price

or Number of Shares. Whenever an adjustment is made as

provided in Section 11 or 13 hereof, the Company shall

promptly (a) prepare a certificate setting forth such adjust-

ment, and a brief statement of the facts accounting for such

adjustment, (b) file with the Rights Agent and with each

transfer agent for the Common Shares or the Preference Shares

a copy of such certificate and (c) mail a brief summary

thereof to each holder of a Right Certificate in accordance

with Section 25 hereof.

Section 13. Consolidation, Merger or Sale or

Transfer of Assets or Earning Power. In the event, directly

or indirectly, at any time after a Person has become an

Acquiring Person, (a) the Company shall consolidate with, or

merge with and into, any other Person, (b) any Person shall

consolidate with the Company, or merge with and into the

Company and the Company shall be the continuing or surviving

corporation of such merger and, in connection with such

merger, all or part of the Common Shares shall be changed

into or exchanged for stock or other securities of any other

Person (or the Company) or cash or any other property, or (c)

the Company shall sell or otherwise transfer (or one or more

of its Subsidiaries shall sell or otherwise transfer), in one

or more transactions, assets or earning power aggregating 50%

or more of the assets or earning power of the Company and its

Subsidiaries (taken as a whole) to any other Person other

than the Company or one or more of its wholly-owned

Subsidiaries, then, and in each such case, proper provision

shall be made so that (i) each holder of a Right (except as

otherwise provided herein) shall thereafter have the right to

receive, upon the exercise thereof at a price equal to the

then current Purchase Price multiplied by the number of one

one-hundredths of a Preference Share for which a Right is

then exercisable, in accordance with the terms of this

Agreement and in lieu of Preference Shares, such number of

Common Shares of such other Person (including the Company as

successor thereto or as the surviving corporation) as shall

equal the result obtained by (A) multiplying the then current

Purchase Price by the number of one one-hundredths of a

Preference Share for which a Right is then exercisable and

dividing that product by (B) 50% of the then current per

share market price of the Common Shares of such other Person

(determined pursuant to Section 11(d) hereof) on the date of

consummation of such consolidation, merger, sale or transfer;

(ii) the issuer of such Common Shares shall thereafter be

liable for, and shall assume, by virtue of such

consolidation, merger, sale or transfer, all the obligations

and duties of the Company pursuant to this Agreement; (iii)

the term "Company" shall thereafter be deemed to refer to

such issuer; and (iv) such issuer shall take such steps

(including, but not limited to, the reservation of a

sufficient number of its Common Shares in accordance with

Section 9 hereof) in connection with such consummation as may

be necessary to assure that the provisions hereof shall

thereafter be applicable, as nearly as reasonably may be, in

relation to the Common Shares thereafter deliverable upon the

exercise of the Rights. The Company shall not consummate any

such consolidation, merger, sale or transfer unless prior

thereto the Company and such issuer shall have executed and

delivered to the Rights Agent a supplemental agreement so

providing. The Company shall not enter into any transaction

of the kind referred to in this Section 13 if at the time of

such transaction there are any rights, warrants, instruments

or securities outstanding or any agreements or arrangements

which, as a result of the consummation of such transaction,

would eliminate or substantially diminish the benefits

intended to be afforded by the Rights. The provisions of

this Section 13 shall similarly apply to successive mergers

or consolidations or sales or other transfers.

Section 14. Fractional Rights and Fractional

Shares. (a) The Company shall not be required to issue

fractions of Rights or to distribute Right Certificates which

evidence fractional Rights. In lieu of such fractional

Rights, there shall be paid to the registered holders of the

Right Certificates with regard to which such fractional

Rights would otherwise be issuable, an amount in cash equal

to the same fraction of the current market value of a whole

Right. For the purposes of this Section 14(a), the current

market value of a whole Right shall be the closing price of

the Rights for the Trading Day immediately prior to the date

on which such fractional Rights would have been otherwise

issuable. The closing price for any day shall be the last

sale price, regular way, or, in case no such sale takes place

on such day, the average of the closing bid and asked prices,

regular way, in either case as reported in the principal

consolidated transaction reporting system with respect to

securities listed or admitted to trading on the New York

Stock Exchange or, if the Rights are not listed or admitted

to trading on the New York Stock Exchange, as reported in the

principal consolidated transaction reporting system with

respect to securities listed on the principal national

securities exchange on which the Rights are listed or admit-

ted to trading or, if the Rights are not listed or admitted

to trading on any national securities exchange, the last

quoted price or, if not so quoted, the average of the high

bid and low asked prices in the over-the-counter market, as

reported by NASDAQ or such other system then in use or, if on

any such date the Rights are not quoted by any such organiza-

tion, the average of the closing bid and asked prices as

furnished by a professional market maker making a market in

the Rights selected by the Board of Directors of the Company.

If on any such date no such market maker is making a market

in the Rights, the fair value of the Rights on such date as

determined in good faith by the Board of Directors of the

Company shall be used.

(b) The Company shall not be required to issue

fractions of Preference Shares (other than fractions which

are integral multiples of one one-hundredth of a Preference

Share) upon exercise of the Rights or to distribute

certificates which evidence fractional Preference Shares

(other than fractions which are integral multiples of one

one-hundredth of a Preference Share). Fractions of

Preference Shares in integral multiples of one one-hundredth

of a Preference Share may, at the election of the Company, be

evidenced by depositary receipts, pursuant to an appropriate

agreement between the Company and a depositary selected by

it; provided, that such agreement shall provide that the

holders of such depositary receipts shall have all the

rights, privileges and preferences to which they are entitled

as beneficial owners of the Preference Shares represented by

such depositary receipts. In lieu of fractional Preference

Shares that are not integral multiples of one one-hundredth

of a Preference Share, the Company shall pay to the

registered holders of Right Certificates at the time such

Rights are exercised as herein provided an amount in cash

equal to the same fraction of the current market value of one

Preference Share. For the purposes of this Section 14(b),

the current market value of a Preference Share shall be the

closing price of a Preference Share (as determined pursuant

to the second sentence of Section 11(d)(i) hereof) for the

Trading Day immediately prior to the date of such exercise.

(c) The holder of a Right by the acceptance of the

Right expressly waives his right to receive any fractional

Rights or any fractional shares upon exercise of a Right

(except as provided above).

Section 15. Rights of Action. All rights of ac-

tion in respect of this Agreement, excepting the rights of

action given to the Rights Agent under Section 18 hereof, are

vested in the respective registered holders of the Right

Certificates (and, prior to the Distribution Date, the

registered holders of the Common Shares); and any registered

holder of any Right Certificate (or, prior to the Distribu-

tion Date, of the Common Shares), without the consent of the

Rights Agent or of the holder of any other Right Certificate

(or, prior to the Distribution Date, of the Common Shares),

may, in his own behalf and for his own benefit, enforce, and

may institute and maintain any suit, action or proceeding

against the Company to enforce, or otherwise act in respect

of, his right to exercise the Rights evidenced by such Right

Certificate in the manner provided in such Right Certificate

and in this Agreement. Without limiting the foregoing or any

remedies available to the holders of Rights, it is

specifically acknowledged that the holders of Rights would

not have an adequate remedy at law for any breach of this

Agreement and will be entitled to specific performance of the

obligations under, and injunctive relief against actual or

threatened violations of the obligations of any Person

subject to, this Agreement.

Section 16. Agreement of Right Holders. Every

holder of a Right, by accepting the same, consents and agrees

with the Company and the Rights Agent and with every other

holder of a Right that:

(a) prior to the Distribution Date, the Rights

will be transferable only in connection with the transfer of

the Common Shares;

(b) after the Distribution Date, the Right

Certificates are transferable only on the registry books of

the Rights Agent if surrendered at the principal office of

the Rights Agent, duly endorsed or accompanied by a proper

instrument of transfer; and

(c) the Company and the Rights Agent may deem and

treat the person in whose name the Right Certificate (or,

prior to the Distribution Date, the associated Common Shares

certificate) is registered as the absolute owner thereof and

of the Rights evidenced thereby (notwithstanding any nota-

tions of ownership or writing on the Right Certificates or

the associated Common Shares certificate made by anyone other

than the Company or the Rights Agent) for all purposes

whatsoever, and neither the Company nor the Rights Agent

shall be affected by any notice to the contrary.

Section 17. Right Certificate Holder Not Deemed a

Stockholder. No holder, as such, of any Right Certificate

shall be entitled to vote, receive dividends or be deemed for

any purpose the holder of the Preference Shares or any other

securities of the Company which may at any time be issuable

on the exercise of the Rights represented thereby, nor shall

anything contained herein or in any Right Certificate be

construed to confer upon the holder of any Right Certificate,

as such, any of the rights of a stockholder of the Company or

any right to vote for the election of directors or upon any

matter submitted to stockholders at any meeting thereof, or

to give or withhold consent to any corporate action, or to

receive notice of meetings or other actions affecting

stockholders (except as provided in Section 25 hereof), or to

receive dividends or subscription rights, or otherwise, until

the Right or Rights evidenced by such Right Certificate shall

have been exercised in accordance with the provisions hereof.

Section 18. Concerning the Rights Agent. The

Company agrees to pay to the Rights Agent reasonable

compensation for all services rendered by it hereunder and,

from time to time, on demand of the Rights Agent, its reason-

able expenses and counsel fees and other disbursements

incurred in the administration and execution of this Agree-

ment and the exercise and performance of its duties

hereunder. The Company also agrees to indemnify the Rights

Agent for, and to hold it harmless against, any loss, li-

ability, or expense, incurred without negligence, bad faith

or willful misconduct on the part of the Rights Agent, for

anything done or omitted by the Rights Agent in connection

with the acceptance and administration of this Agreement,

including the costs and expenses of defending against any

claim of liability in the premises.

The Rights Agent shall be protected and shall incur

no liability for, or in respect of any action taken, suffered

or omitted by it in connection with, its administration of

this Agreement in reliance upon any Right Certificate or

certificate for the Preference Shares or Common Shares or for

other securities of the Company, instrument of assignment or

transfer, power of attorney, endorsement, affidavit, letter,

notice, direction, consent, certificate, statement, or other

paper or document believed by it to be genuine and to be

signed, executed and, where necessary, verified or

acknowledged, by the proper person or persons, or otherwise

upon the advice of counsel as set forth in Section 20 hereof.

Section 19. Merger or Consolidation or Change of

Name of Rights Agent. Any corporation into which the Rights

Agent or any successor Rights Agent may be merged or with

which it may be consolidated, or any corporation resulting

from any merger or consolidation to which the Rights Agent or

any successor Rights Agent shall be a party, or any corpora-

tion succeeding to the stock transfer or corporate trust pow-

ers of the Rights Agent or any successor Rights Agent, shall

be the successor to the Rights Agent under this Agreement

without the execution or filing of any paper or any further

act on the part of any of the parties hereto; provided, that

such corporation would be eligible for appointment as a suc-

cessor Rights Agent under the provisions of Section 21

hereof. In case at the time such successor Rights Agent

shall succeed to the agency created by this Agreement, any of

the Right Certificates shall have been countersigned but not

delivered, any such successor Rights Agent may adopt the

countersignature of the predecessor Rights Agent and deliver

such Right Certificates so countersigned; and in case at that

time any of the Right Certificates shall not have been

countersigned, any successor Rights Agent may countersign

such Right Certificates either in the name of the predecessor

Rights Agent or in the name of the successor Rights Agent;

and in all such cases such Right Certificates shall have the

full force provided in the Right Certificates and in this

Agreement.

In case at any time the name of the Rights Agent

shall be changed and at such time any of the Right

Certificates shall have been countersigned but not delivered,

the Rights Agent may adopt the countersignature under its

prior name and deliver Right Certificates so countersigned;

and in case at that time any of the Right Certificates shall

not have been countersigned, the Rights Agent may countersign

such Right Certificates either in its prior name or in its

changed name; and in all such cases such Right Certificates

shall have the full force provided in the Right Certificates

and in this Agreement.

Section 20. Duties of Rights Agent. The Rights

Agent undertakes the duties and obligations imposed by this

Agreement upon the following terms and conditions, by all of

which the Company and the holders of Right Certificates, by

their acceptance thereof, shall be bound:

(a) The Rights Agent may consult with legal

counsel (who may be legal counsel for the Company), and the

opinion of such counsel shall be full and complete authoriza-

tion and protection to the Rights Agent as to any action

taken or omitted by it in good faith and in accordance with

such opinion.

(b) Whenever in the performance of its duties

under this Agreement the Rights Agent shall deem it necessary

or desirable that any fact or matter be proved or established

by the Company prior to taking or suffering any action

hereunder, such fact or matter (unless other evidence in

respect thereof be herein specifically prescribed) may be

deemed to be conclusively proved and established by a

certificate signed by any one of the Chairman of the Board,

the Chief Executive Officer, the President, any Vice

President, the Treasurer or the Secretary of the Company and

delivered to the Rights Agent; and such certificate shall be

full authorization to the Rights Agent for any action taken

or suffered in good faith by it under the provisions of this

Agreement in reliance upon such certificate.

(c) The Rights Agent shall be liable hereunder to

the Company and any other Person only for its own negligence,

bad faith or willful misconduct.

(d) The Rights Agent shall not be liable for or by

reason of any of the statements of fact or recitals contained

in this Agreement or in the Right Certificates (except its

countersignature thereof) or be required to verify the same,

but all such statements and recitals are and shall be deemed

to have been made by the Company only.

(e) The Rights Agent shall not be under any

responsibility in respect of the validity of this Agreement

or the execution and delivery hereof (except the due execu-

tion hereof by the Rights Agent) or in respect of the valid-

ity or execution of any Right Certificate (except its

countersignature thereof); nor shall it be responsible for

any breach by the Company of any covenant or condition

contained in this Agreement or in any Right Certificate; nor

shall it be responsible for any change in the exercisability

of the Rights (including the Rights becoming void pursuant to

Section 11(a)(ii) hereof) or any adjustment in the terms of

the Rights (including the manner, method or amount thereof)

provided for in Section 3, 11, 13, 23 or 24, or the

ascertaining of the existence of facts that would require any

such change or adjustment (except with respect to the

exercise of Rights evidenced by Right Certificates after

actual notice that such change or adjustment is required);

nor shall it by any act hereunder be deemed to make any

representation or warranty as to the authorization or

reservation of any Preference Shares to be issued pursuant to

this Agreement or any Right Certificate or as to whether any

Preference Shares will, when issued, be validly authorized

and issued, fully paid and nonassessable.

(f) The Company agrees that it will perform,

execute, acknowledge and deliver or cause to be performed,

executed, acknowledged and delivered all such further and

other acts, instruments and assurances as may reasonably be

required by the Rights Agent for the carrying out or perform-

ing by the Rights Agent of the provisions of this Agreement.

(g) The Rights Agent is hereby authorized and

directed to accept instructions with respect to the

performance of its duties hereunder from any one of the

Chairman of the Board, the Chief Executive Officer, the

President, any Vice President, the Secretary or the Treasurer

of the Company, and to apply to such officers for advice or

instructions in connection with its duties, and it shall not

be liable for any action taken or suffered by it in good

faith in accordance with instructions of any such officer or

for any delay in acting while waiting for those instructions.

(h) The Rights Agent and any stockholder, direc-

tor, officer or employee of the Rights Agent may buy, sell or

deal in any of the Rights or other securities of the Company

or become pecuniarily interested in any transaction in which

the Company may be interested, or contract with or lend money

to the Company or otherwise act as fully and freely as though

it were not Rights Agent under this Agreement. Nothing

herein shall preclude the Rights Agent from acting in any

other capacity for the Company or for any other legal entity.

(i) The Rights Agent may execute and exercise any

of the rights or powers hereby vested in it or perform any

duty hereunder either itself or by or through its attorneys

or agents, and the Rights Agent shall not be answerable or

accountable for any act, default, neglect or misconduct of

any such attorneys or agents or for any loss to the Company

resulting from any such act, default, neglect or misconduct,

provided reasonable care was exercised in the selection and

continued employment thereof.

Section 21. Change of Rights Agent. The Rights

Agent or any successor Rights Agent may resign and be

discharged from its duties under this Agreement upon 30 days'

notice in writing mailed to the Company and to each transfer

agent of the Common Shares or Preference Shares by registered

or certified mail, and to the holders of the Right

Certificates by first-class mail. The Company may remove the

Rights Agent or any successor Rights Agent upon 30 days'

notice in writing, mailed to the Rights Agent or successor

Rights Agent, as the case may be, and to each transfer agent

of the Common Shares or Preference Shares by registered or

certified mail, and to the holders of the Right Certificates

by first-class mail. If the Rights Agent shall resign or be

removed or shall otherwise become incapable of acting, the

Company shall appoint a successor to the Rights Agent. If

the Company shall fail to make such appointment within a

period of 30 days after giving notice of such removal or

after it has been notified in writing of such resignation or

incapacity by the resigning or incapacitated Rights Agent or

by the holder of a Right Certificate (who shall, with such

notice, submit his Right Certificate for inspection by the

Company), then the registered holder of any Right Certificate

may apply to any court of competent jurisdiction for the ap-

pointment of a new Rights Agent. Any successor Rights Agent,

whether appointed by the Company or by such a court, shall be

a Person (excluding any individual) organized and doing

business under the laws of the United States or of the State

of New York (or of any other state of the United States so

long as such Person (excluding any individual) is authorized

to do business in the State of New York), in good standing,

having an office in the State of New York, which is

authorized under such laws to exercise corporate trust or

stock transfer powers and is subject to supervision or

examination by federal or state authority and which has at

the time of its appointment as Rights Agent a combined

capital and surplus of at least $25 million. After

appointment, the successor Rights Agent shall be vested with

the same powers, rights, duties and responsibilities as if it

had been originally named as Rights Agent without further act

or deed; but the predecessor Rights Agent shall deliver and

transfer to the successor Rights Agent any property at the

time held by it hereunder, and execute and deliver any

further assurance, conveyance, act or deed necessary for the

purpose. Not later than the effective date of any such ap-

pointment the Company shall file notice thereof in writing

with the predecessor Rights Agent and each transfer agent of

the Common Shares or Preference Shares, and mail a notice

thereof in writing to the registered holders of the Right

Certificates. Failure to give any notice provided for in

this Section 21, however, or any defect therein, shall not

affect the legality or validity of the resignation or removal

of the Rights Agent or the appointment of the successor

Rights Agent, as the case may be.

Section 22. Issuance of New Right Certificates.

Notwithstanding any of the provisions of this Agreement or of

the Rights to the contrary, the Company may, at its option,

issue new Right Certificates evidencing Rights in such form

as may be approved by its Board of Directors to reflect any

adjustment or change in the Purchase Price and the number or

kind or class of shares or other securities or property

purchasable under the Right Certificates made in accordance

with the provisions of this Agreement.

Section 23. Redemption. (a) The Board of Direc-

tors of the Company may, at its option, at any time prior to

such time as any Person becomes an Acquiring Person, redeem

all but not less than all the then outstanding Rights at a

redemption price of $.01 per Right, appropriately adjusted to

reflect any stock split, stock dividend or similar transac-

tion occurring after the date hereof (such redemption price

being hereinafter referred to as the "Redemption Price").

The redemption of the Rights by the Board of Directors may be

made effective at such time, on such basis and with such

conditions as the Board of Directors in its sole discretion

may establish.

(b) Immediately upon the action of the Board of

Directors of the Company ordering the redemption of the

Rights pursuant to paragraph (a) of this Section 23, and

without any further action and without any notice, the right

to exercise the Rights will terminate and the only right

thereafter of the holders of Rights shall be to receive the

Redemption Price. The Company shall promptly give public

notice of any such redemption; provided, however, that the

failure to give, or any defect in, any such notice shall not

affect the validity of such redemption. Within 10 days after

such action of the Board of Directors ordering the redemption

of the Rights, the Company shall mail a notice of redemption

to all the holders of the then outstanding Rights at their

last addresses as they appear upon the registry books of the

Rights Agent or, prior to the Distribution Date, on the

registry books of the transfer agent for the Common Shares.

Any notice which is mailed in the manner herein provided

shall be deemed given, whether or not the holder receives the

notice. Each such notice of redemption will state the method

by which the payment of the Redemption Price will be made.

Neither the Company nor any of its Affiliates or Associates

may redeem, acquire or purchase for value any Rights at any

time in any manner other than that specifically set forth in

this Section 23 or in Section 24 hereof, and other than in

connection with the purchase of Common Shares prior to the

Distribution Date.

Section 24. Exchange. (a) The Board of Directors

of the Company may, at its option, at any time after any

Person becomes an Acquiring Person, exchange all or part of

the then outstanding and exercisable Rights (which shall not

include Rights that have become void pursuant to the provi-

sions of Section 11(a)(ii) hereof) for Common Shares at an

exchange ratio of one Common Share per Right, appropriately

adjusted to reflect any stock split, stock dividend or

similar transaction occurring after the date hereof (such

exchange ratio being hereinafter referred to as the "Exchange

Ratio"). Notwithstanding the foregoing, the Board of Direc-

tors shall not be empowered to effect such exchange at any

time after any Person (other than the Company, any Subsidiary

of the Company, any employee benefit plan of the Company or

any such Subsidiary, or any entity holding Common Shares for

or pursuant to the terms of any such plan), together with all

Affiliates and Associates of such Person, becomes the

Beneficial Owner of 50% or more of the Common Shares then

outstanding.

(b) Immediately upon the action of the Board of

Directors of the Company ordering the exchange of any Rights

pursuant to paragraph (a) of this Section 24 and without any

further action and without any notice, the right to exercise

such Rights shall terminate and the only right thereafter of

a holder of such Rights shall be to receive that number of

Common Shares equal to the number of such Rights held by such

holder multiplied by the Exchange Ratio. The Company shall

promptly give public notice of any such exchange; provided,

however, that the failure to give, or any defect in, such

notice shall not affect the validity of such exchange. The

Company promptly shall mail a notice of any such exchange to

all of the holders of such Rights at their last addresses as

they appear upon the registry books of the Rights Agent. Any

notice which is mailed in the manner herein provided shall be

deemed given, whether or not the holder receives the notice.

Each such notice of exchange will state the method by which

the exchange of the Common Shares for Rights will be effected

and, in the event of any partial exchange, the number of

Rights which will be exchanged. Any partial exchange shall

be effected pro rata based on the number of Rights (other

than Rights which have become void pursuant to the provisions

of Section 11(a)(ii) hereof) held by each holder of Rights.

(c) In the event that there shall not be suf-

ficient Common Shares issued but not outstanding or

authorized but unissued to permit any exchange of Rights as

contemplated in accordance with this Section 24, the Company

shall take all such action as may be necessary to authorize

additional Common Shares for issuance upon exchange of the

Rights. In the event the Company shall, after good faith

effort, be unable to take all such action as may be necessary

to authorize such additional Common Shares, the Company shall

substitute, for each Common Share that would otherwise be

issuable upon exchange of a Right, a number of Preference

Shares or fraction thereof such that the current per share

market price of one Preference Share multiplied by such

number or fraction is equal to the current per share market

price of one Common Share as of the date of issuance of such

Preference Shares or fraction thereof.

(d) The Company shall not be required to issue

fractions of Common Shares or to distribute certificates

which evidence fractional Common Shares. In lieu of such

fractional Common Shares, the Company shall pay to the

registered holders of the Right Certificates with regard to

which such fractional Common Shares would otherwise be

issuable an amount in cash equal to the same fraction of the

current market value of a whole Common Share. For the

purposes of this paragraph (d), the current market value of a

whole Common Share shall be the closing price of a Common

Share (as determined pursuant to the second sentence of Sec-

tion 11(d)(i) hereof) for the Trading Day immediately prior

to the date of exchange pursuant to this Section 24.

Section 25. Notice of Certain Events. (a) In case

the Company shall propose (i) to pay any dividend payable in

stock of any class to the holders of its Preference Shares or

to make any other distribution to the holders of its

Preference Shares (other than a regular quarterly cash

dividend), (ii) to offer to the holders of its Preference

Shares rights or warrants to subscribe for or to purchase any

additional Preference Shares or shares of stock of any class

or any other securities, rights or options, (iii) to effect

any reclassification of its Preference Shares (other than a

reclassification involving only the subdivision of outstand-

ing Preference Shares), (iv) to effect any consolidation or

merger into or with, or to effect any sale or other transfer

(or to permit one or more of its Subsidiaries to effect any

sale or other transfer), in one or more transactions, of 50%

or more of the assets or earning power of the Company and its

Subsidiaries (taken as a whole) to, any other Person, (v) to

effect the liquidation, dissolution or winding up of the

Company, or (vi) to declare or pay any dividend on the Common

Shares payable in Common Shares or to effect a subdivision,

combination or consolidation of the Common Shares (by reclas-

sification or otherwise than by payment of dividends in Com-

mon Shares), then, in each such case, the Company shall give

to each holder of a Right Certificate, in accordance with

Section 26 hereof, a notice of such proposed action, which

shall specify the record date for the purposes of such stock

dividend, or distribution of rights or warrants, or the date

on which such reclassification, consolidation, merger, sale,

transfer, liquidation, dissolution, or winding up is to take

place and the date of participation therein by the holders of

the Common Shares and/or Preference Shares, if any such date

is to be fixed, and such notice shall be so given in the case

of any action covered by clause (i) or (ii) above at least 10

days prior to the record date for determining holders of the

Preference Shares for purposes of such action, and in the

case of any such other action, at least 10 days prior to the

date of the taking of such proposed action or the date of

participation therein by the holders of the Common Shares

and/or Preference Shares, whichever shall be the earlier.

(b) In case the event set forth in Section

11(a)(ii) hereof shall occur, then the Company shall as soon

as practicable thereafter give to each holder of a Right

Certificate, in accordance with Section 26 hereof, a notice

of the occurrence of such event, which notice shall describe

such event and the consequences of such event to holders of

Rights under Section 11(a)(ii) hereof.

Section 26. Notices. Notices or demands

authorized by this Agreement to be given or made by the

Rights Agent or by the holder of any Right Certificate to or

on the Company shall be sufficiently given or made if sent by

first-class mail, postage prepaid, addressed (until another

address is filed in writing with the Rights Agent) as fol-

lows:

Pitney Bowes Inc. 1 Elmcroft Road
Stamford, CT 06926 Attention: Corporate Secretary

Subject to the provisions of Section 21 hereof, any notice or

demand authorized by this Agreement to be given or made by

the Company or by the holder of any Right Certificate to or

on the Rights Agent shall be sufficiently given or made if

sent by first-class mail, postage prepaid, addressed (until

another address is filed in writing with the Company) as fol-

lows:

Chemical Mellon Shareholder Services, L.L.C.

450 W. 33rd St., 15th Fl.
New York, NY 10001-2697
Attention: Brian Goldstone

Notices or demands authorized by this Agreement to be given

or made by the Company or the Rights Agent to the holder of

any Right Certificate shall be sufficiently given or made if

sent by first-class mail, postage prepaid, addressed to such

holder at the address of such holder as shown on the registry

books of the Company.

Section 27. Supplements and Amendments. The

Company may from time to time supplement or amend this Agree-

ment without the approval of any holders of Right

Certificates in order to cure any ambiguity, to correct or

supplement any provision contained herein which may be defec-

tive or inconsistent with any other provisions herein, or to

make any other provisions with respect to the Rights which

the Company may deem necessary or desirable, any such supple-

ment or amendment to be evidenced by a writing signed by the

Company and the Rights Agent; provided, however, that from

and after such time as any Person becomes an Acquiring

Person, this Agreement shall not be amended in any manner

which would adversely affect the interests of the holders of

Rights. Without limiting the foregoing, the Company may at

any time prior to such time as any Person becomes an Acquir-

ing Person amend this Agreement to lower the thresholds set

forth in Sections 1(a) and 3(a) to not less than the greater

of (i) the sum of .001% and the largest percentage of the

outstanding Common Shares then known by the Company to be

beneficially owned by any Person (other than the Company, any

Subsidiary of the Company, any employee benefit plan of the

Company or any Subsidiary of the Company, or any entity hold-

ing Common Shares for or pursuant to the terms of any such

plan) and (ii) 10%.

Section 28. Successors. All the covenants and

provisions of this Agreement by or for the benefit of the

Company or the Rights Agent shall bind and inure to the

benefit of their respective successors and assigns hereunder.

Section 29. Benefits of this Agreement. Nothing

in this Agreement shall be construed to give to any person or

corporation other than the Company, the Rights Agent and the

registered holders of the Right Certificates (and, prior to

the Distribution Date, the Common Shares) any legal or

equitable right, remedy or claim under this Agreement; but

this Agreement shall be for the sole and exclusive benefit of

the Company, the Rights Agent and the registered holders of

the Right Certificates (and, prior to the Distribution Date,

the Common Shares).

Section 30. Severability. If any term, provision,

covenant or restriction of this Agreement is held by a court

of competent jurisdiction or other authority to be invalid,

void or unenforceable, the remainder of the terms, provi-

sions, covenants and restrictions of this Agreement shall

remain in full force and effect and shall in no way be af-

fected, impaired or invalidated.

Section 31. Governing Law. This Agreement and

each Right Certificate issued hereunder shall be deemed to be

a contract made under the laws of the State of Delaware and

for all purposes shall be governed by and construed in ac-

cordance with the laws of such State applicable to contracts

to be made and performed entirely within such State.

Section 32. Counterparts. This Agreement may be

executed in any number of counterparts and each of such

counterparts shall for all purposes be deemed to be an

original, and all such counterparts shall together constitute

but one and the same instrument.

Section 33. Descriptive Headings. Descriptive

headings of the several Sections of this Agreement are

inserted for convenience only and shall not control or affect

the meaning or construction of any of the provisions hereof.

IN WITNESS WHEREOF, the parties hereto have caused

this Agreement to be duly executed and attested, all as of

the day and year first above written.

PITNEY BOWES INC.
Attest:

By /s/ Robbie Narcisse           By /s/ George B. Harvey
   Title: Assistant General         Title: Chairman, President
          Counsel and Assistant            and Chief Executive
          Secretary                        Officer

CHEMICAL MELLON SHAREHOLDER
SERVICES, L.L.C.
Attest:

By /s/                           By /s/
   Title: Trust Officer             Title: Vice President

Exhibit A

FORM

of

CERTIFICATE OF DESIGNATIONS

of

SERIES A JUNIOR PARTICIPATING PREFERENCE STOCK

of

PITNEY BOWES INC.

(Pursuant to Section 151 of the
Delaware General Corporation Law)

Pitney Bowes Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the "Corporation"), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation as required by Section 151 of the General Corporation Law at a meeting duly called and held on December 11, 1995:

RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this Corporation
(hereinafter called the "Board of Directors" or the "Board")
in accordance with the provisions of the Certificate of Incorporation, the Board of Directors hereby creates a series of Preference Stock, without par value (the "Preference Stock"), of the Corporation and hereby states the designation and number of shares, and fixes the relative rights, preferences, and limitations thereof as follows:

Series A Junior Participating Preference Stock:

Section 1. Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preference Stock" (the "Series A Preference Stock") and the number of shares constituting the Series A Preference Stock shall be 1,700,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series A Preference Stock to a number less than the number of shares then outstanding plus the number of

shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preference Stock.

Section 2. Dividends and Distributions.

(A) Subject to the rights of the holders of any shares of any series of Preference Stock (or any similar stock) ranking prior and superior to the Series A Preference Stock with respect to dividends, the holders of shares of Series A Preference Stock, in preference to the holders of Common Stock, par value $2.00 per share (the "Common Stock"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preference Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the im- mediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preference Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preference Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of

shares of Common Stock that were outstanding immediately prior to such event.

(B) The Corporation shall declare a dividend or distribution on the Series A Preference Stock as provided in paragraph (A) of this Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1 per share on the Series A Preference Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(C) Dividends shall begin to accrue and be cumula- tive on outstanding shares of Series A Preference Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of is- sue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preference Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preference Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preference Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.

Section 3. Voting Rights. The holders of shares of Series A Preference Stock shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set forth, each share of Series A Preference Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of

the Corporation. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivi- sion or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series A Preference Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a frac- tion, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) Except as otherwise provided herein, in any other Certificate of Designations creating a series of Preference Stock or any similar stock, or by law, the holders of shares of Series A Preference Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submit- ted to a vote of stockholders of the Corporation.

(C) Except as set forth herein, or as otherwise provided by law, holders of Series A Preference Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions.

(A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preference Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preference Stock outstanding shall have been paid in full, the Corporation shall not:

(i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preference Stock;

(ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation,

dissolution or winding up) with the Series A Preference Stock, except dividends paid ratably on the Series A Preference Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dis- solution or winding up) to the Series A Preference Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preference Stock; or

(iv) redeem or purchase or otherwise acquire for consideration any shares of Series A Preference Stock, or any shares of stock ranking on a parity with the Series A Preference Stock, except in ac- cordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares. Any shares of Series A Preference Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preference Stock and may be reissued as part of a new series of Preference Stock subject to the conditions and restrictions on issuance set forth herein, in the Certificate of Incorporation, or in any other Certificate of Designations creating a series of Preference Stock or any similar stock or as otherwise required by law.

Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made (1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preference Stock unless, prior thereto, the holders of shares of Series A Preference Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the holders of shares of Series A Preference Stock shall be entitled to receive an ag- gregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the ag- gregate amount to be distributed per share to holders of shares of Common Stock, or (2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preference Stock, except distributions made ratably on the Series A Preference Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Preference Stock were entitled immediately prior to such event under the proviso in clause (1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 7. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Com- mon Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Preference Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common

Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preference Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 8. No Redemption. The shares of Series A Preference Stock shall not be redeemable.

Section 9. Rank. The Series A Preference Stock shall rank, with respect to the payment of dividends and the distribution of assets, junior to all series of any other class of the Corporation's Preference Stock.

Section 10. Amendment. The Certificate of Incorporation of the Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Preference Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series A Preference Stock, voting together as a single class.

IN WITNESS WHEREOF, this Certificate of Designa- tions is executed on behalf of the Corporation by its Chair-

man of the Board and attested by its Secretary this       day
of            , 1996.




                                   Chairman of the Board


Attest:

Secretary

Exhibit B

Form of Right Certificate

Certificate No. R- Rights

NOT EXERCISABLE AFTER FEBRUARY 20, 2006 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.

Right Certificate

PITNEY BOWES INC.

This certifies that , or regis- tered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of December 11, 1995 (the "Rights Agreement"), between Pitney Bowes Inc., a Delaware corporation (the "Company"), and Chemical Mellon Shareholder Services, L.L.C. (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., Eastern Standard time, on February 20, 2006 at the principal office of the Rights Agent, or at the office of its successor as Rights Agent, one one-hundredth of a fully paid non-assessable share of Series A Junior Participating Preference Stock, without par value (the "Preference Shares"), of the Company, at a purchase price of $195.00 per one one-hundredth of a Preference Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly exe- cuted. The number of Rights evidenced by this Right Certif- icate (and the number of one one-hundredths of a Preference Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of December 11, 1995, based on the Pre- ference Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price and the number of one one-hundredths of a Preference Share which may be pur- chased upon the exercise of the Rights evidenced by this

Right Certificate are subject to modification and adjustment upon the happening of certain events.

This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorpo- rated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full descrip- tion of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Com- pany and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned offices of the Rights Agent.

This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate num- ber of Preference Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have en- titled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exer- cised.

Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.01 per Right or
(ii) may be exchanged in whole or in part for Preference Shares or shares of the Company's Common Stock, par value $2.00 per share.

No fractional Preference Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a Preference Share, which may, at the elec- tion of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement.

No holder of this Right Certificate shall be en- titled to vote or receive dividends or be deemed for any pur- pose the holder of the Preference Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of

the Company or any right to vote for the election of direc- tors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corpo- rate action, or to receive notice of meetings or other ac- tions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement.

This Right Certificate shall not be valid or obliga- tory for any purpose until it shall have been countersigned by the Rights Agent.

WITNESS the facsimile signature of the proper offic- ers of the Company and its corporate seal. Dated as of , .

ATTEST: PITNEY BOWES INC.

By

Countersigned:
CHEMICAL MELLON SHAREHOLDER
SERVICES, L.L.C.

By
Authorized Signature

Form of Reverse Side of Right Certificate

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the Right Certificate.)

FOR VALUE RECEIVED
hereby sells, assigns and transfers unto

(Please print name and address of transferee)

this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution.

Dated: ,

Signature

Signature Guaranteed:

Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a com- mercial bank or trust company having an office or correspon- dent in the United States.

The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature

Form of Reverse Side of Right Certificate -- continued

FORM OF ELECTION TO PURCHASE

(To be executed if holder desires to exercise Rights represented by the Right Certificate.)

To: PITNEY BOWES INC.

The undersigned hereby irrevocably elects to exer- cise Rights represented by this Right Certificate to purchase the Preference Shares issuable upon the exercise of such Rights and requests that certif- icates for such Preference Shares be issued in the name of:

Please insert social security
or other identifying number

(Please print name and address)

If such number of Rights shall not be all the Rights evi- denced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to:

Please insert social security
or other identifying number

(Please print name and address)

Dated: ,

Signature

Signature Guaranteed:

Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a com- mercial bank or trust company having an office or correspon- dent in the United States.

Form of Reverse Side of Right Certificate -- continued

The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature

NOTICE

The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever.

In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored.

Exhibit C

SUMMARY OF RIGHTS TO PURCHASE
PREFERENCE SHARES

On December 11, 1995, the Board of Directors of Pitney Bowes Inc. (the "Company") declared a dividend of one preference share purchase right (a "Right") for each outstanding share of common stock, par value $2.00 per share (the "Common Shares"), of the Company. The dividend is payable on February 20, 1996 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one- hundredth of a share of Series A Junior Participating Preference Stock, without par value (the "Preference Shares"), of the Company at a price of $195.00 per one one- hundredth of a Preference Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Chemical Mellon Shareholder Services, L.L.C. as Rights Agent (the "Rights Agent").

Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired ben- eficial ownership of 20% or more of the outstanding Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announce- ment of an intention to make, a tender offer or exchange of- fer the consummation of which would result in the beneficial ownership by a person or group of 20% or more of the out- standing Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evi- denced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share cer- tificate with a copy of this Summary of Rights attached thereto.

The Rights Agreement provides that, until the Dis- tribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date upon transfer or

new issuance of Common Shares will contain a notation incor- porating the Rights Agreement by reference. Until the Dis- tribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being at- tached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribu- tion Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distri- bution Date and such separate Right Certificates alone will evidence the Rights.

The Rights are not exercisable until the Distribu- tion Date. The Rights will expire on February 20, 2006 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or ex- changed by the Company, in each case, as described below.

The Purchase Price payable, and the number of Pre- ference Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preference Shares, (ii) upon the grant to holders of the Pre- ference Shares of certain rights or warrants to subscribe for or purchase Preference Shares at a price, or securities con- vertible into Preference Shares with a conversion price, less than the then-current market price of the Preference Shares or (iii) upon the distribution to holders of the Preference Shares of evidences of indebtedness or assets (excluding reg- ular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preference Shares) or of subscription rights or warrants (other than those referred to above).

The number of outstanding Rights and the number of one one-hundredths of a Preference Share issuable upon exer- cise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock divi- dend on the Common Shares payable in Common Shares or subdi- visions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date.

Preference Shares purchasable upon exercise of the Rights will not be redeemable. Each Preference Share will be entitled to a minimum preferential quarterly dividend payment of $1 per share but will be entitled to an aggregate dividend

of 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preference Shares will be entitled to a minimum preferential liquidation pay- ment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preference Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, con- solidation or other transaction in which Common Shares are exchanged, each Preference Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by customary antidilution provisions.

Because of the nature of the Preference Shares' dividend, liquidation and voting rights, the value of the one one-hundredth interest in a Preference Share purchasable upon exercise of each Right should approximate the value of one Common Share.

In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will there- after be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right.

At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one Common Share, or one one-hundredth of a Preference Share (or of a share of a class or series of the Company's preference stock having equivalent rights, preferences and privileges), per Right (subject to adjustment).

With certain exceptions, no adjustment in the Pur- chase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price.

No fractional Preference Shares will be issued (other than fractions which are integral multiples of one one-hundredth of a Preference Share, which may, at the election of the Com- pany, be evidenced by depositary receipts) and in lieu there- of, an adjustment in cash will be made based on the market price of the Preference Shares on the last trading day prior to the date of exercise.

At any time prior to the acquisition by a person or group of affiliated or associated persons of beneficial own- ership of 20% or more of the outstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time on such basis with such condi- tions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemp- tion Price.

The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the hold- ers of the Rights, including an amendment to lower certain thresholds described above to not less than the greater of
(i) the sum of .001% and the largest percentage of the out- standing Common Shares then known to the Company to be ben- eficially owned by any person or group of affiliated or asso- ciated persons and (ii) 10%, except that from and after such time as any person or group of affiliated or associated per- sons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights.

Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to re- ceive dividends.

A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated , 1996. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.