Distribution Agreement

Exhibit 1(d)(1)

Pitney Bowes Inc.

(“Issuer”)

Global Medium-Term Notes

TERMS AGREEMENT

March 4, 2008

Pitney Bowes Inc.
World Headquarters
1 Elmcroft Road
Stamford, Connecticut 06926-0700

Attention: Helen Shan, Vice President and Treasurer

Ladies and Gentlemen:

     Reference is made to the Distribution Agreement, dated July 6, 2005, among the Issuer and the distributors named therein (the “Distribution Agreement”) relating to the Issuer’s Global Medium-Term Notes.

     Subject to the terms and conditions set forth herein and in the Distribution Agreement, which is incorporated by reference herein, the Issuer hereby agrees to sell, and the distributors named herein (the “Distributors”) agree to purchase, severally and not jointly, the principal amounts of the Issuer’s 5.60% Global Medium-Term Notes due 2018 (the “Notes”) set forth opposite their names below.

		Principal Amount
Name		of Notes
Deutsche Bank Securities Inc.		$	98,750,000
J.P. Morgan Securities Inc.		$	98,750,000
Morgan Stanley & Co. Incorporated		$	17,500,000
Citigroup Global Markets Inc.		$	17,500,000
Credit Suisse Securities (USA) LLC		$	17,500,000
Total		$	250,000,000

     The terms of Notes shall be as follows:

     Principal amount: $250,000,000

     Distributor’s discount or commission: 0.65%

     Net proceeds to the Issuer: $245,582,500

     Public offering price:

o

The Notes are being offered at varying prices related to prevailing market prices at the time of resale or otherwise.

þ

The Notes are being offered at a fixed initial public offering price of 98.883% of the principal amount plus accrued interest, if any, from March 7, 2008.

     Interest rate: 5.60% per annum

     Original issue date: March 7, 2008

     Stated Maturity: March 15, 2018

     Option to extend Maturity Date: o Yes      þ No

     Renewable Note: o Yes      þ No

	o		Initial Maturity Date:
	o		Final Maturity Date:

Interest Payment Dates: March 15 and September 15; first coupon payment on September 15, 2008

Regular Record Dates (if other than the 15th day of November and May): March 1 and September 1

     Original Issue Discount Securities: o Yes    þ No

     Issue price:

     Total amount of OID:

     Yield to Maturity:

     Initial accrual period OID:

     Day count convention:

	o		Actual/360
	o		Actual/actual
	þ		30/360

     Redemption:

	o		The Notes cannot be redeemed prior to Stated Maturity.
	þ		The Notes can be redeemed prior to Stated Maturity – See “Other Provisions – Make Whole Redemption”.

     Repayment:

	o		The Notes cannot be repaid prior to Stated Maturity.
	þ		The Notes can be repaid prior to Stated Maturity at the option of the holder of the Notes.

     See “Other Provisions – Change of Control Offer” below.

     Optional repayment date(s): N/A

     Optional repayment price(s): N/A

     Specified currency (if other than U.S. dollars):

Authorized denomination (if other than U.S. $1,000 and integral multiples thereof): U.S. $2,000 or an integral multiple of U.S. $1,000 in excess thereof.

     Additional paying agent, if any:

     Form:

	þ		Book-entry (to be held on behalf of The Depository Trust Company)
	o		Individually certificated

     Distributor(s):

	o		ABN AMRO Incorporated
	o		Banc of America Securities LLC
	o		Barclays Capital Inc.
	þ		Citigroup Global Markets Inc.
	þ		Credit Suisse Securities (USA) LLC
	þ		Deutsche Bank Securities Inc.
	þ		J.P. Morgan Securities Inc.
	o		Merrill Lynch, Pierce, Fenner & Smith Incorporated
	þ		Morgan Stanley & Co. Incorporated
	o		Others:

Settlement Date, Time and Place:		March 7, 2008, at 9:00 a.m. New York City time at the offices of Sidley Austin LLP for the delivery of documents; delivery of funds on March 7, 2008 in accordance with DTC procedures for medium-term notes.

     Other Provisions:

     1.  Make Whole Redemption . The Issuer may redeem the Notes, at any time in whole or from time to time in part, at a redemption price equal to the sum of 100% of the aggregate principal amount of the Notes being redeemed, accrued but unpaid interest on those Notes to the redemption date, and the Make-Whole Amount, if any, as defined below.

     “Make-Whole Amount” means, in connection with any optional redemption, the excess, if any, of (a) the aggregate present value as of the date of such redemption of each dollar of principal being redeemed and the amount of interest, exclusive of interest accrued to the date of redemption, that would have been payable in respect of each such dollar if such redemption had not been made, determined by discounting, on a semiannual basis (assuming a 360-day year of twelve 30-day months), such principal and interest at the Reinvestment Rate, determined on the third business day preceding the date notice of such redemption is given, from the respective dates on which such principal and interest would have been payable if such redemption had not been made, to the date of redemption, over (b) the aggregate principal amount of the Notes being redeemed.

     “Reinvestment Rate” means 0.35% plus the arithmetic mean of the yields under the heading “Week Ending” published in the most recent Statistical Release under the caption

“Treasury Constant Maturities” for the maturity, rounded to the nearest month, corresponding to the remaining life to maturity, as of the payment date of the principal amount of the Notes being redeemed. If no maturity exactly corresponds to such maturity, yields for the two published maturities most closely corresponding to such maturity shall be calculated pursuant to the immediately preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding in each of such relevant periods to the nearest month. For the purposes of calculating the Reinvestment Rate, the most recent Statistical Release published prior to the date of determination of the Make-Whole Amount shall be used. If the format or content of the Statistical Release changes in a manner that precludes determination of the Treasury yield in the above manner, then the Treasury yield shall be determined in the manner that most closely approximates the above manner, as reasonably determined by the Issuer.

     “Statistical Release” means the statistical release designated “H.15(519)” or any successor publication which is published weekly by the Federal Reserve System and which reports yields on actively traded United States government securities adjusted to constant maturities, or, if such statistical release is not published at the time of any required determination under the Indenture dated as of February 14, 2005 (the “Initial Indenture”), between the Issuer and Citibank, N.A., as trustee, and the First Supplemental Indenture (the “First Supplemental Indenture”, and together with the Initial Indenture, the “Indenture”), dated as of October 23, 2007 by and among the Issuer, The Bank of New York, as successor trustee (the “Trustee”) and Citibank, N.A., as resigning trustee, then such other reasonably comparable index which shall be designated by the Issuer.

     2.  Change of Control Offer. If a change of control triggering event occurs, unless the Issuer has exercised its option to redeem the Notes as described above under “Make Whole Redemption”, the Issuer will be required to make an offer (the “change of control offer”) to each holder of the Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s notes on the terms set forth in the Notes. In the change of control offer, the Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of notes repurchased, plus accrued and unpaid interest, if any, on the Notes to be repurchased to the date of repurchase (the “change of control payment”). Within 30 days following any change of control triggering event or, at the Issuer’s option, prior to any change of control, but after public announcement of the transaction that constitutes or may constitute the change of control, a notice will be mailed to holders of the Notes describing the transaction that constitutes or may constitute the change of control triggering event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “change of control payment date”). The notice, if mailed prior to the date of consummation of the change of control, will state that the offer to purchase is conditioned on the change of control triggering event occurring on or prior to the change of control payment date. In the event that such offer to purchase fails to satisfy the condition in the preceding sentence, the Issuer will cause another notice meeting the aforementioned requirements to be mailed to holders of the Notes.

     On the change of control payment date, the Issuer will, to the extent lawful:

	•		accept for payment all notes or portions of notes properly tendered pursuant to the change of control offer;
	•		deposit with the paying agent an amount equal to the change of control payment in respect of all notes or portions of notes properly tendered; and
	•		deliver or cause to be delivered to the trustee the Notes properly accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being repurchased.

     The Issuer will not be required to make a change of control offer upon the occurrence of a change of control triggering event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and the third party repurchases all notes properly tendered and not withdrawn under its offer. In addition, the Issuer will not repurchase any notes if there has occurred and is continuing on the change of control payment date an event of default under the Indenture, other than a default in the payment of the change of control payment upon a change of control triggering event.

     The Issuer will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a change of control triggering event. To the extent that the provisions of any such securities laws or regulations conflict with the change of control offer provisions of the Notes, the Issuer will comply with those securities laws and regulations and will not be deemed to have breached its obligations under the change of control offer provisions of the Notes by virtue of any such conflict.

     For purposes of the change of control offer provisions of the Notes, the following terms will be applicable:

     “Change of control” means the occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than the Issuer, any subsidiary or employee benefit plan of the Issuer or employee benefit plan of any subsidiary of the Issuer) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the voting stock of the Issuer or other voting stock into which the voting stock of the Issuer is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of transactions approved by the Board of Directors as part of a single plan, of 85% or more of the total consolidated assets of the Issuer as shown on the Issuer’s most recent audited balance sheet, to one or more “persons” (as that term is defined in the Indenture) (other than the Issuer or one of the subsidiaries of the Issuer); or (3) the first day on which a majority of the members of the Board of Directors are not continuing directors. Notwithstanding the foregoing, a transaction will not be deemed to involve a change of control if (1) the Issuer becomes a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the voting stock of such holding company immediately

following that transaction are substantially the same as the holders of the voting stock of the Issuer immediately prior to that transaction or (B) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the voting stock of such holding company.

     “Change of control triggering event” means the occurrence of both a change of control and a rating event.

     “Continuing directors” means, as of any date of determination, any member of the Board of Directors of the Issuer who (1) was a member of such Board of Directors on the date the Notes were issued or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the continuing directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the proxy statement of the Issuer in which such member was named as a nominee for election as a director, without objection to such nomination).

     “Fitch” means Fitch Ratings.

     “Investment grade rating” means a rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from any additional rating agency or rating agencies selected by the Issuer.

     “Moody’s” means Moody’s Investors Service, Inc.

     “Rating agencies” means (1) each of Fitch, Moody’s and S&P; and (2) if any of Fitch, Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the control of the Issuer, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Issuer (as certified by a resolution of the Board of Directors) as a replacement agency for Fitch, Moody’s or S&P, or all of them, as the case may be.

     “Rating event” means the rating on the Notes is lowered by each of the rating agencies and the Notes are rated below an investment grade rating by each of the rating agencies on any day within the 60-day period (which 60-day period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the rating agencies) after the earlier of (1) the occurrence of a change of control and (2) public notice of the occurrence of a change of control or the intention of the Issuer to effect a change of control; provided, however, that a rating event otherwise arising by virtue of a particular reduction in rating will be deemed not to have occurred in respect of a particular change of control (and thus will not be deemed a rating event for purposes of the definition of change of control triggering event) if the rating agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the trustee in writing at the Issuer’s or its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable change of

control (whether or not the applicable change of control has occurred at the time of the rating event).

     “S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.

     “Voting stock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

     3.  Terms Agreement Supplement . This Terms Agreement is subject to additional terms and conditions as set forth in the Terms Agreement Supplement attached hereto as Annex A (the “Terms Agreement Supplement”). For purposes of this Terms Agreement and the Terms Agreement Supplement, the term “General Use Issuer Free Writing Prospectus” shall mean the final pricing term sheet attached hereto as Annex B that has been prepared and delivered by the Issuer to the Distributors in connection with their solicitation of offers to purchase the Notes.

     4.  Conditions . The Distributors’ agreement to purchase the Notes hereunder is subject to the conditions set forth in the Distribution Agreement, as modified by the Terms Agreement Supplement and to the further condition that they be in timely receipt of the opinions, letters, officers’ certificate and other documents set forth in paragraph 5 below. If for any reason the purchase by the undersigned of the Notes is not consummated other than because of a default by the undersigned or a failure to satisfy a condition set forth in clause (iii), (v), (vi) or (vii) of Section 5(c) of the Distribution Agreement, as modified by the Terms Agreement Supplement, the Issuer shall reimburse the undersigned for all out-of-pocket expenses reasonably incurred by the undersigned in connection with the offering of the Notes and not otherwise required to be reimbursed pursuant to Section 4(i) of the Distribution Agreement and the obligations of the Issuer under Section 4(f) of the Distribution Agreement and the respective obligations of the Issuer and the Distributors pursuant to Section 7 of the Distribution Agreement shall remain in effect, in each case as modified by the Terms Agreement Supplement.

     5.  Additional Documents . On the date hereof, the accountant’s letter referred to in Section 5(g) of the Distribution Agreement will be required to be delivered.

     At the time of delivery of the Notes, the following will be required to be delivered: a letter from the accountants referred to in the preceding paragraph to the effect that they reaffirm the statements made in the letter furnished on the date hereof except that the specified date referred to shall be a date not more than three business days prior to the date of delivery; the opinions specified in Section 5(e)(i) and (ii) of the Distribution Agreement; the certificate specified in Section 5(f) of the Distribution Agreement; the opinion of Sidley Austin LLP as to the matters set forth in Section 5(h) of the Distribution Agreement; and such other documents as are reasonably requested by us or counsel in accordance with the provisions of Section 5(i) of the Distribution Agreement.

     6.  Definitions . Defined terms used herein but not defined herein shall have the meanings assigned to them in (i) the Distribution Agreement, (ii) the Terms Agreement

Supplement, (iii) the Indenture, and (iv) the Prospectus Supplement relating to the Notes dated July 6, 2005, as applicable.

     This Terms Agreement shall constitute an agreement between the Issuer and the undersigned for the sale and purchase of the Notes described herein upon the terms set forth herein and in the Distribution Agreement.

     Very truly yours,

Accepted and agreed to
as of the date set forth above.
PITNEY BOWES INC.
By:		/s/ Michael Monahan
		Name: Michael Mon