BADGER METER, INC. AMENDED AND RESTATED BADGER METER, INC. DEFERRED COMPENSATION PLAN (approved December 12, 2008 and retroactively effective on January 1, 2008) Section 1: Establishment and Purposes

Exhibit (10.14)

BADGER METER, INC.
AMENDED AND RESTATED BADGER METER, INC. DEFERRED COMPENSATION PLAN
(approved December 12, 2008 and retroactively effective on January 1, 2008)

Section 1: Establishment and Purposes

     1.1. Establishment . Badger Meter, Inc., a Wisconsin corporation (the “Company”), hereby adopts, effective as of January 1, 2008, this Amended and Restated Badger Meter, Inc. Deferred Compensation Plan (the “Plan”), a nonqualified deferred compensation plan designed to benefit key employees of the Company. The Plan, as amended and restated herein, supersedes all prior versions of such plan and applies with respect to any amounts deferred after December 31, 2005. Amounts deferred prior to that date are subject to the terms of the plan as in effect in 2004.

     1.2. Purposes . The purposes of this Plan are to enable the Company to attract and retain persons of outstanding competence, and to provide a means whereby the receipt of certain amounts payable by the Company to selected key employees may be deferred to some future period.

Section 2: Definitions

     2.1. Definitions. Whenever used herein, the following terms shall have the meanings set forth below:

(a) “Board” means the Board of Directors of the Company.

(b) “Change of Control” means the events determined by the Committee to constitute a change of control of the Company within the meaning of Code Section 409A and the default rules of Treas. Reg § 1.409A-3(i)(5). The Committee shall have the discretion to determine when events constituting a change of control of the Company have occurred; provided, however, that such a determination shall not be unreasonably withheld.

(c) “Committee” means the Corporate Governance Committee of the Board or any successor committee thereto.

(d) “Compensation” means the gross Salary and Bonuses payable to a Participant during a Year.

(i) “Salary” means all regular, basic Compensation, before reduction for amounts deferred pursuant to this Plan or any other plan of the Company, payable in cash to a Participant for services during the Year, exclusive of any Bonuses or incentive compensation, special fees or awards, allowances, or amounts designated by the Company as payment toward or reimbursement of expenses.

(ii) “Bonus” or “Bonuses” means any annual incentive award based on an assessment of performance, payable by the Company to a Participant in a Year.

(e) “Growth Increment” means the amount of interest earned on a Participant’s deferred amounts.

(f) “Participant’” means an individual selected by the Committee for participation in the Plan.

(g) “Separation from Service” shall occur when an individual has a termination of employment with the Company within the meaning of Code Section 409A, subject to the following conditions:

(i) If the Participant takes a leave of absence from the Company for purposes of military leave, sick leave or other bona fide leave of absence, the Participant’s employment will be deemed to continue for the first six (6) months of the leave of absence, or if longer, for so long as the Participant’s right to reemployment is provided by either by statute or by contract. If the period of the leave exceeds six (6) months and the Participant’s right to reemployment is not provided by either statute or contract, the Participant will be considered to have incurred a Separation from Service on the first day of the seventh (7th) month of the leave of absence.

(ii) The Participant will be deemed to have incurred a Separation from Service when the level of bona fide services performed by the Participant for the Company (whether as an employee or as an independent contractor) permanently decreases to a level equal to twenty percent (20%) or less of the average level of services performed by the

Participant during the immediately preceding thirty-six (36)-month period (or the Participant’s actual period of service, if less). The Participant will not be deemed to have incurred a Separation from Service if the Participant continues to provide bona fide services to the Company in any capacity (whether as an employee or an independent contractor) at a level that is greater than twenty percent (20%) of the average level of services performed by the Participant during the immediately preceding thirty-six (36)-month period (or the Participant’s actual period of service, if less).

(h) “Total and Permanent Disability” shall be deemed to have occurred when the Participant (i) is unable to engage in any substantial, gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company. The occurrence of a disability and the date of onset of disability shall be determined by the Company in its sole discretion, relying on such information as Company deems necessary or appropriate.

(i) “Year” means the fiscal year of the Company ending on December 31.

2.2. Gender and Number . Except when otherwise indicated by the context, any masculine terminology used herein also shall include the feminine gender, and the definition of any term herein in the singular also shall include the plural.

Section 3: Eligibility and Participation

3.1. Eligibility . The officers of the Company and other key employees approved by the Committee shall be eligible to participate in this Plan. It is intended that participation in this Plan is to be limited to a select group of management or highly compensated employees and the Committee shall not include in the Plan any employee who does not fall into that category.

3.2. Participation . The Committee of the Board shall approve individuals for participation in the Plan. In the event a Participant no longer meets the requirements for participation in this Plan, he shall become an inactive Participant, retaining all the rights described under this Plan (including the right to receive any Salary or Bonuses previously deferred under this Plan and credited to his deferred compensation account as described in Section 5, as well as any Growth Increments earned on such amounts), except the right to make any further deferrals, until the time he again becomes an active Participant or incurs a Separation from Service from the Company, dies or suffers a Total and Permanent Disability.

3.3. Partial Year Participation . In the event that an individual becomes an employee of the Company after the beginning of a Year, or otherwise becomes eligible to participate after the beginning of a Year, the Committee may, in its sole discretion, approve such individual for participation in the Plan. Such participation shall be effective as of the first day of the Year immediately following the Year in which the individual becomes eligible for participation.

Section 4: Election to Defer

4.1. Deferral Elections . Except as provided in Subsection 4.2 below, prior to the beginning of each Year, a Participant irrevocably may elect to defer a percentage of Salary, Bonus, or both Salary and Bonus that will be earned in the subsequent year. The deferral election shall be in such form as is prescribed by the Company.

(a) Salary Deferral . A Participant may elect to defer a percentage, not to exceed 50%, of his annual Salary. The deferral percentage elected shall be applied to the Participant’s Salary for each pay period of the Year to which the deferral election applies.

(b) Bonus Deferral . Participant may elect to defer all or a portion of his Bonus in 25% increments. The deferral percentage elected shall apply only to the Participant’s Bonus payable with respect to

service to be performed in the immediately following Year.

4.2. Deferral Election for Initial Year . For the initial Year of this Plan ending December 31, 2005 only, a Participant may elect to defer a percentage of Salary, Bonus, or both Salary and Bonus, by written notice to the Company in a form prescribed by the Company before March 15, 2005. This election shall be effective only as to Salary and Bonus amounts that are to be paid after March 15, 2005.

4.3. At the same time as the election made pursuant to Subsection 4.1, the Participant shall irrevocably select the deferral period for each separate deferral of Salary, Bonus, or both Salary and Bonus. The deferral period may be for a specified number of years (not to be less than five) or until a specified date (not less than five years from the date of election). However, notwithstanding the deferral period specified, payment shall begin following the earliest to occur of: