PROXY -- COMMON STOCK AND $2.12 CONVERTIBLE
PREFERENCE STOCK PITNEY BOWES INC.
ANNUAL MEETING OF STOCKHOLDERS MAY 13, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
George B. Harvey, Carmine F. Adimando, Amy C. Corn, or any of them, with power
of substitution, are hereby appointed proxies of the undersigned to vote all
common stock and $2.12 convertible preference stock of Pitney Bowes Inc. owned
by the undersigned at the annual meeting of stockholders to be held in Stamford,
Connecticut, on May 13, 1996, including any continuation of the meeting caused
by any adjournment, or any postponement of the meeting, upon such business as
may properly come before the meeting, including the following items, as set
forth in the notice of meeting and proxy statement:
1. Election of four directors.
2. Appointment of independent accountants for 1996.
3. Adoption of a new Employee Stock Purchase Plan.
4. Adoption of an amendment to the 1991 Stock Plan.
5. Adoption of an amendment to the Key Employees' Incentive Plan.
ALL SHARES OF $2.12 CONVERTIBLE PREFERENCE STOCK AND COMMON STOCK REGISTERED IN
YOUR NAME AND/OR HELD FOR YOUR BENEFIT IN THE DIVIDEND REINVESTMENT PLAN ARE
SHOWN ON THIS CARD. THE SHARES REPRESENTED HEREBY WILL BE VOTED IN ACCORDANCE
WITH THE DIRECTIONS GIVEN BY THE STOCKHOLDER. IF A PROPERLY SIGNED PROXY IS
RETURNED WITHOUT CHOICES MARKED, AND IF NOT OTHERWISE DIRECTED, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED FOR ITEMS 1, 2, 3, 4 AND 5.
(CONTINUED, AND TO BE SIGNED, ON THE OTHER SIDE)
FOLD AND DETACH HERE
[LOGO] PITNEY BOWES
Please mark
your vote
like this /x/
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, 3, 4 AND 5.
- --------------------------------------------------------------------------------
Item 1 -- Election of Directors.
For all nominees (except as marked to the contrary)
Withhold (as to all nominees)
Michael J. Critelli, George B. Harvey, Michael I. Roth, Phyllis Shapiro Sewell
(Write a nominee's name on the space provided below to withhold authority to
vote for that individual nominee.) ----------------------------
- --------------------------------------------------------------------------------
Item 2 -- Appointment of Price Waterhouse, LLP as independent accountants for
1996. FOR / / AGAINST / / ABSTAIN / /
Item 3 -- Adoption of the 1996 Pitney Bowes Employee Stock Purchase Plan.
FOR / / AGAINST / / ABSTAIN / /
Item 4 -- Approval of an amendment to the Pitney Bowes 1991 Stock Plan.
FOR / / AGAINST / / ABSTAIN / /
Item 5 -- Approval of an amendment to the Pitney Bowes Inc. Key Employees'
Incentive Plan. FOR / / AGAINST / / ABSTAIN / /
- --------------------------------------------------------------------------------
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting, including any continuation of the
meeting caused by any adjournment, or any postponement of the meeting.
Please mark, date and sign, and return promptly this proxy in the enclosed
envelope, which requires no postage if mailed in the U.S.A. When signing as
attorney, executor, administrator, trustee or guardian, or in any other
representative capacity, please give your full title as such. Each joint owner
must sign the proxy.
Signature(s) of stockholder(s)__________________________ Date__________, 1996
FOLD AND DETACH HERE
PITNEY BOWES INC.
ANNUAL MEETING OF STOCKHOLDERS MAY 13, 1996
VOTING DIRECTION TO TRUSTEE OF THE PITNEY BOWES INC.
DEFERRED INVESTMENT PLAN
As a participant in the Pitney Bowes Inc. Deferred Investment Plan, I hereby
direct Merrill Lynch Trust Company, Trustee, to vote all common stock of Pitney
Bowes allocated to my account, as indicated on the reverse side, at the annual
meeting of stockholders to be held in Stamford, Connecticut, on May 13, 1996,
including any continuation of the meeting caused by any adjournment, or any
postponement of the meeting, upon such business as may properly come before the
meeting, including the following items, as set forth in the notice of meeting
and proxy statement:
1. Election of four directors.
2. Appointment of independent accountants for 1996.
3. Adoption of a new Employee Stock Purchase Plan.
4. Adoption of an amendment to the 1991 Stock Plan.
5. Adoption of an amendment to the Key Employees' Incentive Plan.
ALL SHARES OF COMMON STOCK HELD FOR YOUR BENEFIT IN THE PLAN ARE SHOWN ON THIS
CARD. THE SHARES REPRESENTED HEREBY WILL BE VOTED IN ACCORDANCE WITH YOUR
DIRECTIONS. IF A PROPERLY SIGNED DIRECTION CARD IS RETURNED WITHOUT CHOICES
MARKED, AND IF NOT OTHERWISE DIRECTED, THE SHARES REPRESENTED BY THIS VOTING
DIRECTION CARD WILL BE VOTED FOR ITEMS 1, 2, 3, 4 AND 5.
(CONTINUED, AND TO BE SIGNED, ON THE OTHER SIDE)
[LOGO] PITNEY BOWES
Please mark
your vote
like this /x/
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, 3, 4 AND 5.
- --------------------------------------------------------------------------------
Item 1 -- Election of Directors.
For all nominees (except as marked to the contrary)
Withhold (as to all nominees)
Michael J. Critelli, George B. Harvey, Michael I. Roth, Phyllis Shapiro Sewell
(Write a nominee's name on the space provided below to withhold authority to
vote for that individual nominee.) ----------------------------
- --------------------------------------------------------------------------------
Item 2 -- Appointment of Price Waterhouse, LLP as independent accountants for
1996. FOR / / AGAINST / / ABSTAIN / /
Item 3 -- Adoption of the 1996 Pitney Bowes Employee Stock Purchase Plan.
FOR / / AGAINST / / ABSTAIN / /
Item 4 -- Approval of an amendment to the Pitney Bowes 1991 Stock Plan.
FOR / / AGAINST / / ABSTAIN / /
Item 5 -- Approval of an amendment to the Pitney Bowes Inc. Key Employees'
Incentive Plan. FOR / / AGAINST / / ABSTAIN / /
- --------------------------------------------------------------------------------
In its discretion, the Trustee is authorized to vote upon such other business as
may properly come before the meeting, including any continuation of the meeting
caused by any adjournment, or any postponement of the meeting.
Please mark, date and sign, and return promptly this voting direction card in
the enclosed envelope, which requires no postage if mailed in the U.S.A. When
signing as attorney, executor, administrator, trustee or guardian, or in any
other representative capacity, please give your full title as such. Each joint
owner must sign the proxy.
Signature(s) of stockholder(s)__________________________ Date__________, 1996
FOLD AND DETACH HERE