PITNEY BOWES INC /DE/ — Director's Dealing 2013

May 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PITNEY BOWES INC /DE/ (PBI)
CIK: 0000078814
Period of Report: 2013-05-01

Reporting Person: Shearer Mark (Exec VP & Pres SMB Mail Sol)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-01	Restricted Stock Units	$	A	36415	Acquired		Common Stock (36415)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Pitney Bowes common stock.

F2: The Restricted Stock Units (RSUs) were granted to the Reporting Person by the issuer as part of equity incentive grants made by the issuer on May 1, 2013 utilizing a fair market value (FMV) of a $14.28. The restricted stock units vest in four equal annual installments beginning February 4, 2014.