PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and
Distribution
The following
table sets forth all expenses payable by us in connection with the offering of
the securities being registered, other than discounts and commissions.
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Securities
and Exchange Commission registration fee
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$
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2,077
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Legal expenses*
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$
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10,000
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Accounting expenses*
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$
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15,000
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Printing
expenses*
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$
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2,500
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Miscellaneous*
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$
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6,000
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Total
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$
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35,577
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Item 15. Indemnification of Directors and
Officers
Section 145 of
the Delaware General Corporation Law allows for indemnification of any person
who has been made, or threatened to be made, a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative by reason of the fact that he or she is or was serving as a
director, officer, employee or agent of the registrant or by reason of the fact
that he or she is or was serving at the request of the registrant as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. In certain circumstances, indemnity may be
provided against expenses (including attorneys fees), judgments, fines and
amounts paid in settlement if the person acted in good faith and in the manner
reasonably believed by him to be in, or not opposed to, the best interests of
the registrant and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In any proceeding by or
in the right of the registrant, no indemnification may be made if the person is
found to be liable to the corporation, unless and only to the extent the court
in which the proceeding is brought or the Delaware Court of Chancery orders such
indemnification.
Section
102(b)(7) of the Delaware General Corporation Law provides that a certificate
of incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the directors duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 (relating to liability for
unauthorized acquisitions or redemptions of, or dividends on, capital stock) of
the Delaware General Corporation Law, or (iv) for any transaction from which
the director derived an improper personal benefit. The Companys Restated
Certificate of Incorporation includes a provision limiting such liability.
The Restated
Certificate of Incorporation of the Company provides that each person who was
or is made a party to or is threatened to be made a party to or is involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a proceeding), by reason of the fact that he or she, or a
person of whom he or she is the legal representative, is or was a director or
officer of the Company or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or
agent or in any other capacity while serving as a director, officer, employee
or agent, shall be indemnified and held harmless by the Company to the fullest
II-1
extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to provide prior to
such amendment), against all expense, liability and loss (including attorneys
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to
be paid in settlement) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators.; provided, however,
that, except as provided in the paragraph immediately below, the Company shall
indemnify any such person seeking indemnification in connection with a proceeding
(or part thereof) initiated by such person only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Company. Such right to
indemnification is a contract right and includes the right to be paid by the
Company the expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the Delaware General
Corporation Law requires, the payment of such expenses incurred by a director
or officer in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be
made only upon delivery to the Company of an undertaking, by or on behalf of
such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to such
indemnity.
If a claim
under the immediately preceding paragraph is not paid in full by the Company
within thirty days after a written claim has been received by the Company, the
claimant may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim and, if successful in whole or in part, the
claimant shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an action brought
to enforce a claim for expenses incurred in defending any proceeding in advance
of its final disposition where the required undertaking, if any is required,
has been tendered to the Company) that the claimant has not met the standards
of conduct which make it permissible under the Delaware General Corporation Law
for the Company to indemnify the claimant for the amount claimed, but the
burden of proving such defense shall be on the Company. Neither the failure of
the Company (including its Board of Directors, independent legal counsel, or
its stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Company
(including its Board of Directors, independent legal counsel, or of
stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the claimant
has not met the applicable standard of conduct.
The foregoing
statements are specifically made subject to the detailed provisions of the
Delaware General Corporation Law and the Restated Certificate of Incorporation
of the Company.
The Company
has a directors and officers liability insurance policy that will reimburse the
Company for any payments that it shall make to directors and officers pursuant
to law or the indemnification provisions of its Restated Certificate of
Incorporation and that will, subject to certain exclusions contained in the
policy, further pay any other costs, charges and expenses and settlements and
judgments arising from any proceeding involving any director or officer of the
Company in his or her past or present capacity as such, and for which he may be
liable, except as to any liabilities arising from acts that are deemed to be
uninsurable.
Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling the registrant pursuant
to the foregoing provisions, the Company has been informed that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 16. Exhibits
A list of
exhibits included as part of this Registration Statement is set forth in the
Exhibit Index which immediately precedes such exhibits and is incorporated
herein by reference.
II-2
Item 17. Undertakings
(a) The
undersigned Registrant hereby undertakes:
(1) to file,
during any period in which offers or sales are being made of the securities
registered hereby, a post-effective amendment to this registration statement:
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(i) to
include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii) to
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the Calculation of
Registration Fee table in the effective registration statement; and
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(iii) to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
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provided, however
,
that
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(A)
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undertakings
set forth in paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in
the registration statement; and
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(B)
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Paragraphs
(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the
registration statement is on Form S3 (§239.13 of this chapter) or Form F3
(§239.33 of this chapter) and the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed
with or furnished to the Commission by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement, or is contained in a form of
prospectus filed pursuant to Rule 424(b) (§230.424(b) of this chapter) that
is part of the registration statement.
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(2) That, for
the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(3) To remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(4) That, for
the purpose of determining liability under the Securities Act of 1933 to any
purchaser.
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be
deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or
(b)(7) as part of a registration statement in reliance on Rule 430B relating to
an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose
of providing the information required by section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As
II-3
provided in
Rule 430B, for liability purposes of the issuer and any person that is at that
date an underwriter, such date shall be deemed to be a new effective date of
the registration statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to
a purchaser with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such
document immediately prior to such effective date;
(5)
That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities:
The
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating
to the offering required to be filed pursuant to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
(iii)
The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrants
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plans
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c)
For any offering in which the securities to be registered are to be offered to
existing security holders pursuant to warrants or rights and any securities not
taken by security holders are to be reoffered to the public, the undersigned
registrant hereby undertakes to supplement the prospectus, after the expiration
of the subscription period, to set forth the results of the subscription offer,
the transactions by the underwriters during the subscription period, the amount
of unsubscribed securities to be purchased by the underwriters, and the terms
of any subsequent reoffering thereof. If any public offering by the
underwriters is to be made on terms differing from those set forth on the cover
page of the prospectus, a posteffective amendment will be filed to set forth
the terms of such offering.
(d)
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
II-4
court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(e)
The undersigned registrant hereby undertakes that:
(i)
that, for purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or Rule
497 (h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(ii)
that, for purposes of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial
bona
fide
offering thereof.
(b) Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
II-5
SIGNATURES
Pursuant to
the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Stamford, State of Connecticut, on this 3rd day of August, 2012.
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PITNEY BOWES INC.
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(Registrant)
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By:
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/s/ Murray
D. Martin
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Name:
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Murray D.
Martin
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Title:
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Chairman,
President and Chief Executive Officer
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KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints, jointly and severally, Murray D. Martin, Michael
Monahan and Steven J. Green, and each one of them, as his or her true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to sign any
registration statement for the same offering covered by this registration
statement that is to be effective upon filing pursuant to Rule 462(b)
promulgated under the Securities Act, and all post-effective amendments
thereto, and to file the same, with all exhibits thereto and all documents in
connection therewith, with the Securities and Exchange Commission, and granting
unto each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, and hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents or any of
them, or his/her or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
This Power of
Attorney may be executed in multiple counterparts, each of which shall be
deemed an original, but which taken together shall constitute an instrument.
II-6
Pursuant to
the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates
indicated.
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Name and Signature
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Title
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Date
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/s/ Murray D. Martin
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Chairman, President and Chief Executive Officer (Principal Executive Officer) and Director
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August 3, 2012
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Murray D. Martin
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/s/ Michael Monahan
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Executive Vice President and Chief Financial Officer (Principal Financial Officer)
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August 3, 2012
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Michael Monahan
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/s/ Steven J. Green
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Vice President - Finance and Chief Accounting Officer
(Principal Accounting Officer)
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August 3, 2012
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Steven J. Green
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/s/ Rodney C. Adkins
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Director
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August 3, 2012
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Rodney C. Adkins
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/s/ Linda G. Alvarado
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Director
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August 3, 2012
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Linda G. Alvarado
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/s/ Anne M. Busquet
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Director
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August 3, 2012
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Anne M. Busquet
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/s/ Roger Fradin
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Director
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August 3, 2012
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Roger Fradin
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/s/ Anne Sutherland Fuchs
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Director
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August 3, 2012
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Anne Sutherland Fuchs
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/s/ S. Douglas Hutcheson
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Director
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August 3, 2012
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S. Douglas Hutcheson
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II-7
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/s/ James H. Keyes
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Director
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August 3, 2012
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James H. Keyes
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/s/ Eduardo R. Menascé
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Director
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August 3, 2012
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Eduardo R. Menascé
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/s/ Michael I. Roth
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Director
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August 3, 2012
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Michael I. Roth
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/s/ David L. Shedlarz
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Director
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August 3, 2012
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David L. Shedlarz
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/s/ David B. Snow, Jr.
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Director
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August 3, 2012
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David B. Snow, Jr.
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/s/ Robert E. Weissman
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Director
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August 3, 2012
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Robert E. Weissman
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II-8
EXHIBIT INDEX
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Exhibit No.
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Exhibit
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3(a)
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Restated
Certificate of Incorporation (incorporated by reference to Exhibit 3(c) to
Form 8-K as filed with the Commission on May 12, 2011 (Commission file number
1-3579)).
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3(b)
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Pitney Bowes
Inc. Amended and Restated By-laws, effective May 10, 2011 (incorporated by
reference to Exhibit 3(d) to Form 8-K as filed with the Commission on May 12,
2011 (Commission file number 1-3579)).
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5
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Opinion of
Jeanine Giraldo McHugh.
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23(a)
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Consent of
PricewaterhouseCoopers LLP.
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23(b)
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Consent of
Jeanine Giraldo McHugh (included in the opinion referred to in Exhibit 5
above).
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24
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Power of
Attorney, contained on the signature pages hereto.
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99
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Specimen
Authorization Card
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II-9
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