ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On November 7, 2009, the Board of Directors of Pitney Bowes Inc. (the "Board") approved and adopted a resolution amending the Pitney Bowes Pension Restoration Plan on December 31, 2009 to provide that, effective as of December 31, 2014, all future benefit accruals under the Pitney Bowes Pension Restoration Plan will automatically cease for all participants, and the accrued benefits under the Pitney Bowes Pension Restoration Plan will be determined and frozen as of that date. This action was taken in connection with the Board's determination to freeze the Pitney Bowes Inc. Pension Plan also effective as of December 31, 2014. These changes to the Pitney Bowes Pension Restoration Plan and the Pitney Bowes Inc. Pension Plan (collectively, the "Pension Plans") will not affect benefits earned by participants prior to December 31, 2014. The Pension Plans have been frozen to new participants since December 31, 2004 and each of Pitney Bowes' named executive officers, other than Mr. Patrick Keddy, participate in these Pension Plans.

The Board also approved and adopted a resolution, effective January 1, 2015, amending the Pitney Bowes Inc. 401(k) Restoration Plan, the Pitney Bowes
401(k) Plan and the Pitney Bowes Management Services, Inc. 401(k) Plan for Non-Exempt Employees to provide a 2% annual core contribution for all participants of the Pension Plans, in lieu of further pension accruals.

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