ITRON, INC. AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN

Itron, Inc. (the " Company ") hereby grants to Participant a restricted stock unit award (the " Award ").  The Award is subject to all the terms and conditions set forth in this Restricted Stock Unit Award Notice (the " Award Notice "), the Restricted Stock Unit Award Agreement, the Itron, Inc. Long-Term Performance Plan (the " LTPP ") and the Itron, Inc. Amended and Restated 2000 Stock Incentive Plan (the " Plan "), all of which are incorporated into the Award Notice in their entirety.

Pursuant to your Restricted Stock Unit Award Notice (the " Award Notice ") and this Restricted Stock Unit Award Agreement (the " Agreement "), Itron, Inc. (the " Company ") has granted you a Restricted Stock Unit Award (the " Award ") under its Amended and Restated 2000 Stock Incentive Plan (the " Plan ") and its Long-Term Performance Plan (the “ LTPP ”) for the number of restricted stock units indicated in your Award Notice.  Capitalized terms not expressly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.

The following has been established for the purpose of granting you an Award which qualifies for the favorable tax and social security treatment in France applicable to shares granted for no consideration under Sections L. 225-197-1 to L. 225-197-5 of the French Commercial Code, as amended, to eligible individuals who are resident in France for French tax purposes and/or subject to the French social security regime (a " French-Qualified Award ").

However, certain events may affect the status of the Award as a French-Qualified Award and the Award may be disqualified in the future.  The Company does not make any undertaking or representation to maintain the French-qualified status of the Award.  If the Award no longer qualifies as a French-Qualified Award, the favorable tax and social security treatment will not apply and you will be required to pay your portion of social security contributions resulting from the Award.

In addition, the Company reserves the right to impose other requirements on the Award and any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

The details of the Award are as follows:

The following additional terms shall be defined as follows:

" Disability " means disability as determined in categories 2 and 3 under Section 341-4 of the French Social Security Code, as amended, and subject to the fulfillment of related conditions.

" Holding Period " means the 2-year period starting on the Vesting Date (or such other period as is required to comply with the minimum mandatory holding period applicable to shares underlying a French-Qualified Award under Section L. 225-197-1 of the French Commercial Code, as amended, or under the relevant sections of the French Tax Code of the French Security Code, as amended) during which the Participant shall hold the shares of Common Stock issued pursuant to the vesting of the Award in order to benefit from the favorable tax and social security regime in France.

  " French Subsidiaries " means all the French subsidiaries of the Company within the meaning of Section L. 225-197-2 of the French Commercial Code or any provision substituted for same.

(a)   Subject to Section 2(c) below, any individual who, on the Award Date and to the extent required under French law, is employed under the terms and conditions of an employment contract (“ contrat de travail ”) by a French Subsidiary or who is a corporate officer of a French Subsidiary (subject to Section 2(c) below) shall be eligible to receive, at the discretion of the Plan Administrator, a French-Qualified Award, provided he or she also satisfies the eligibility conditions of Section 5 of the Plan.

(b)   French-Qualified Awards may not be issued to a corporate officer of a French Subsidiary, other than the managing corporate officers ( i.e. , Président du Conseil d’Administration , Directeur Général , Directeur Général Délégué , Membre du Directoire , Gérant de Sociétés par actions ), unless the corporate officer is employed by a French Subsidiary, as defined by French law.

(c)   French-Qualified Awards may not be issued to Participants owning more than ten percent (10%) of the Company’s share capital or to individuals other than employees and corporate executives of a French Subsidiary, as set forth in this Section 2.

The Award will vest according to the vesting schedule set forth in the Award Notice (the " Vesting Schedule ").   One share of Common Stock will be issuable for each restricted stock unit that vests.  Restricted stock units that have vested and are no longer subject to forfeiture according to the Vesting Schedule are referred to herein as " Vested Units ."  Restricted stock units that have not vested and remain subject to forfeiture under the Vesting Schedule are referred to herein as " Unvested Units ."  The Unvested Units will vest (and to the extent so vested cease to be Unvested Units remaining subject to forfeiture) in accordance with the Vesting Schedule (the Unvested and Vested Units are collectively referred to herein as the " Units ").

Unless otherwise provided in this Agreement, as soon as practicable after the Vesting Date, the Company will settle the Vested Units by issuing to you one share of Common Stock for each Vested Unit.

The Award will terminate and the Unvested Units will be subject to forfeiture upon your termination of employment as set forth in Section 6 and as further described in Section 12(l) below.

Notwithstanding any provision in the Plan to the contrary, except in the case of death, the Units shall not be transferred to any third party other than your heirs and the shares of Common Stock shall be issued only to you during your lifetime.

You shall not have voting, dividends rights or other rights as a shareholder of the Company with respect to the Units.

If your employment terminates during the Units' vesting period for any reason other than Cause or death, the Unvested Units will vest pro-rata, based on the number of calendar days of employment with the Company or a Related Corporation during the vesting period, rounded down to the nearest whole number.

If your employment terminates during the Units’ vesting period and a number of Units become Vested Units as a result of the pro-rata vesting described above, such Vested Units will not be settled in shares of Common Stock until the date such Units would otherwise have been settled in accordance with the Vesting Schedule, except if your employment terminates by reason of Disability in which case the Vested Units will be settled as described below.

If your employment terminates during the Units’ vesting period by reason of Disability, the Units that become Vested Units as a result of such pro-rata vesting will be settled to you within a reasonable period following the acknowledgement by the Company/the French Subsidiary of the Disability. You shall not be bound by the Holding Period.

If your employment terminates during the Units' vesting period by reason of death, the Units will become transferable to your heirs.  The Company will issue the shares of Common Stock subject to the Units to your heirs upon their request, provided they contact the Company within six (6) months following your death.  If your heirs do not request the issuance of the shares of Common Stock within six (6) months of your death, the Units will be forfeited to the Company.  Your heirs shall not be bound by the Holding Period.

If your employment terminates for Cause, any Unvested Units will be forfeited immediately to the Company.

In the event of a Corporate Transaction as described in Section 14.3.1 of the Plan, the Plan Administrator may, in its discretion, authorize an adjustment to the terms and conditions of the Award or the underlying shares of Common Stock in accordance with the Plan and pursuant to applicable French legal and tax rules.  Nevertheless, the Plan Administrator, at its discretion, may decide to make adjustments which are not authorized under French law, in which case the Award may no longer qualify as a French-Qualified Award and the favorable tax and social security treatment for the Award may be lost.

Assumption of the Award in the case of a Corporate Transaction, as well as an acceleration of vesting or the Holding Period or any other mechanism implemented upon a Corporate Transaction, or in any other event, to compensate you, may result in the Award no longer being eligible for the favorable French tax and social security regime.

As long as the Award and the shares of Common Stock issued upon vesting of the Units maintain their French-qualified status and to the extent such restriction is applicable under French law, the shares of Common Stock may not be sold during the " Closed Periods " defined in Section L. 225-197-1 of the French Commercial Code, as amended, which are currently: (a) ten quotation days before and after the disclosure to the public of the consolidated financial statements or the annual statements of the Company, and (b) any period during which the corporate management of the Company possesses material information which could, if disclosed to the public, significantly impact the quotation of the shares of Common Stock, until ten quotation days after the day such information is disclosed to the public.

To ensure compliance with the Closed Periods and the Holding Period described in Section 7 above, the Company may require that the