ITRON, INC. EXECUTIVE DEFERRED COMPENSATION PLAN

Exhibit 10.19

ITRON, INC.

EXECUTIVE DEFERRED COMPENSATION PLAN

ARTICLE I. ESTABLISHMENT AND NATURE OF PLAN

The Company established the Plan effective October 1, 1991.  The Plan was amended and restated effective August 1, 1996, and was further amended in 2007.  The Plan is amended and restated in its entirety effective January 1, 2008, and this amendment and restatement applies to all amounts deferred under the Plan that remain unpaid on or after January 1, 2008 (whether deferred before, on or after January 1, 2005).  The purpose of the Plan is to permit a select group of management and highly compensated employees of the Company to defer receipt of a portion of their anticipated compensation in addition to the amount that they can defer under the Company's 401(k) plan.  The Company intends that the Plan shall constitute, and shall be construed and administered as, an unfunded plan of deferred compensation within the meaning of the Employee Retirement Income Security Act of 1974, as amended, and the Code.

ARTICLE II.  DEFINITIONS

Whenever used herein, the following terms shall have the respective meanings set forth below, unless the context clearly indicates otherwise.  In addition, unless some other meaning or intent is apparent from the context, the plural shall include the singular and vice versa; and masculine, feminine and neuter words shall be used interchangeably.

2.1            "Account" means, with respect to each Participant, the account established by the Company to reflect the Deferrals under Article IV   and the Matching Contributions under Article V below, increased (decreased) by allocated earnings (losses) and income (expenses) as determined under Article VI below.

2.2            "Administrator"   means the person or persons appointed by the Compensation Committee to administer the Plan or, if no such person has been appointed, the Compensation Committee.

2.3            "Beneficiary" means the person, trust or other entity designated by the Participant in accordance with Section 8.4 below to receive payment under the Plan in the event of the Participant's death.

2.4            "Board" means the Board of Directors of Itron, Inc.  With respect to the exercise of authority hereunder, not otherwise delegated, including, but not limited to, the powers to amend, modify or terminate the Plan, "Board" shall mean the Board acting through the Compensation Committee or such other committees, officers or persons as the Board may authorize from time to time.

2.5            "Bonus"   means any amount paid to an Eligible Employee as a bonus pursuant to a bonus arrangement maintained by the Company, before payroll deduction (including, without limitation, payroll deductions for taxes, deferrals under this Plan and deferrals under the Itron, Inc. Incentive Savings Plan).

2.6            "Change of Control" means any of the following:

2.7            "Code" means the Internal Revenue Code of 1986, as now or hereafter amended and in effect.

2.8            "Company" means Itron, Inc. and any other corporation or other entity that is aggregated with Itron, Inc. under Code Section 414(b) or (c) to which the Board, in its sole discretion, may from time to time extend the Plan.

2.9            "Compensation Committee" means the Compensation Committee of the Board.

2.10            "Deferral Agreement" means the election form(s) promulgated by the Administrator and executed by the Participant authorizing the deferral of Salary and/or Bonus and consenting to the terms and conditions of the Plan, the same as if the Participant were a signatory hereto.

2.11            "Eligible Employee" means an employee of the Company who meets the eligibility requirements set forth in Article III below.

2.12            "Hostile Change of Control" means an event or occurrence described in Section 2.6(a), (c) or (d) above that occurs without the prior recommendation, approval or consent of the Board or an event or occurrence described in Section 2.6(b) above.

2.13            "Measurement Fund" means a phantom investment fund designated by the Administrator to serve as a measurement device for purposes of valuing the portion, if any, of a Participant’s Account allocated to such phantom investment fund.

2.14            "Participant"   means an Eligible Employee who has elected, under the Plan to defer payment of Salary and/or Bonus.  A person remains a Participant so long as he has an Account balance under the Plan, whether or not he remains an Eligible Employee.

2.15            "Plan" means the Itron, Inc. Executive Deferred Compensation Plan, as set forth herein, together with all amendments hereto.

2.16            "Salary" means the base salary paid to an Eligible Employee by the Company before payroll deduction.

2.17            "Specified Employee" means a Participant who, as of the date of the Participant's Termination, is a key employee of the Company.  A Participant is a key employee if the Participant meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and disregarding Code Section 416(i)(5)) at any time during the 12 month period ending on a "specified employee identification date."  If a Participant is a key employee as of a specified employee identification date, he or she shall be treated as a Specified Employee for the 12 month period beginning on the related "specified employee effective date."  Unless Itron, Inc. has designated different dates in accordance with the provisions of Treasury Regulation Sections 1.409A-1(i)(3), (4) and (8), the specified employee identification date shall be December 31 of each year and the specified employee effective date shall be the following April 1.

2.18            "Termination" and its derivations, such as "Terminate," mean separation from service as an Employee within the meaning of Code Section 409A and the regulations thereunder, voluntarily or involuntarily, for any reason other than death.

2.19            "Trust" means the Itron, Inc. Benefits Protection Trust, as now or hereafter amended and in effect.

2.20            "Unforeseeable Emergency" means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, of the Participant's spouse, the Participant's Beneficiary or the Participant's dependent (as defined in Code Section 152(a), without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B)), loss of the Participant's property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.  For example, the following may be Unforeseeable Emergencies:  (a) the imminent foreclosure of or eviction from the Participant's primary residence may constitute an Unforeseeable Emergency; (b) the need to pay for medical expenses, including nonrefundable deductibles, as well as for the costs of prescription drug medication may constitute an Unforeseeable Emergency; or (c) the need to pay for the funeral expenses of a spouse, a Beneficiary, or a dependent (as defined in Code Section 152, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B)).  Examples of events not considered Unforeseeable Emergencies include the need to pay for tuition or the desire to purchase a home.

ARTICLE III.  ELIGIBILITY AND PARTICIPATION

3.1             Eligibility.   All executive officers of Itron, Inc., and such other employees of the Company as the Board may designate from time to time, shall be eligible to participate in the Plan as of the date designated by the Board; provided, however, that the Board may revoke an active Participant's privilege to make prospective deferrals to this Plan at any time.

3.2             Participation.   An Eligible Employee shall become a Participant by completing a Deferral Agreement and filing it with the Company in accordance with Article IV below.

ARTICLE IV.  DEFERRALS

4.1           Salary Deferrals.

(a)           Prior to the beginning of each calendar year, an Eligible Employee may elect to defer receipt of up to fifty percent (50%) of the Salary that he anticipates earning for services performed during such calendar year.  Such election shall be made by filing a Deferral Agreement with the Company in the manner and by the time specified by the Administrator; provided, however that such Deferral Agreement must be filed with the Company prior to the first day of the first calendar year for which it is to be effective and shall become irrevocable with respect to a calendar year on the last day of the calendar year immediately preceding such calendar year (or such earlier date as the Administrator may prescribe).  Notwithstanding the foregoing, an Eligible Employee who first becomes eligible to participate in the Plan during a calendar year may elect to defer Salary that has not yet been earned in that calendar year (as of the date his Deferral Agreement is filed with the Company) within thirty (30) days after becoming eligible to participate.

(b)            In addition to, or in lieu of, deferrals pursuant to subsection (a) immediately above, prior to the beginning of each calendar year, an Eligible Employee may elect to defer receipt of Salary that he anticipates earning for services rendered in such calendar year in an amount equal to the amount of any salary deferrals (and related earnings) returned to him during such year from the Itron, Inc. Incentive Savings Plan due to such plan’s failure to satisfy the actual deferral percentage test under Section 401(k)(3) of the Code.  Such election shall be made by filing a Deferral Agreement with the Company in the manner and by the time specified by the Administrator; provided, however, that such Deferral Agreement must be filed with the Company prior to the first day of the first calendar year for which it is to be effective and shall become irrevocable with respect to a calendar year on the last day of the calendar year immediately preceding such calendar year.

4.2             Bonus Deferrals.   An Eligible Employee may elect to defer receipt of up to fifty percent (50%) of any Bonus that he anticipates receiving.  Such election shall be made by filing a Deferral Agreement with the Company in the manner and by the time specified by the Administrator; provided, however that (a) if such Bonus is “performance-based compensation,” as defined in Treasury Regulation 1.409A-1(e), such Deferral Agreement must be filed with the Company (and become irrevocable) no later than June 30 of the calendar year in which the services to which the Bonus relates are performed, and (b) if such Bonus is not “performance-based compensation,” such Deferral Agreement must be filed with the Company (and become irrevocable) no later than the end of the calendar year preceding the calendar year in which the services to which the Bonus relates are performed.

4.3             Changes in Deferral Elections.   Subject to Section 8.3 below, a Participant's Deferral Agreement shall remain in effect from calendar year to calendar year until terminated or modified by the Participant or until the Participant ceases to be an Eligible Employee.  A Participant may terminate or modify his Deferral Agreement, effective as of the first day of any subsequent calendar year, by filing a new Deferral Agreement with the Company in accordance with the provisions of Section 4.1 and/or 4.2 above, as applicable.

4.4             Accounting.   The Company shall credit a Participant's deferrals pursuant to Section 4.1 and 4.2 above to the Participant's Account on the date such amounts would have been paid to the Participant had they not been deferred by the Participant (or as soon as administratively practicable thereafter).

ARTICLE V.  MATCHING CONTRIBUTIONS

5.1             Amount of Matching Contributions.   A Participant’s Account shall be credited with matching contributions in an amount equal to fifty percent (50%) of the first six percent (6%) of total Salary and Bonuses deferred under the Plan by such Participant during a payroll period.  Matching contributions shall be credited to a Participant whose employment with the Company terminates based upon the total Salary and Bonuses deferred under the Plan by such Participant through his termination date.

5.2             Accounting.   The Company shall credit its matching contribution for a payroll period for a Participant to the Participant's Account at the same time as it credits the deferrals to which such contributions relate to such Account.

ARTICLE VI.  ACCOUNTS

6.1             Establishment and Nature of Participant Accounts.   The Company shall establish and maintain in the name of each Participant an Account to reflect the Participant's interest under the Plan.  The maintenance of such Accounts is for record keeping purposes only.  No funds or other assets of the Company shall be segregated or attributable to the amounts that may be credited to a Participant's Accounts from time to time, but rather benefit payments under the Plan shall be made from the general assets of the Company at the time any such payments become due and payable.

6.2           Account Earnings.

(a)           Allocation of Gains and Losses.  Participant Accounts shall be adjusted on a daily basis (through the date immediately preceding the date on which the last payment to the Participant or Beneficiary, as applicable, is processed), according to the performance of the Measurement Fund(s) selected by the Participant pursuant to Section 6.2(b).  Credits and debits to a Participant’s Account on a particular day shall be taken into account for purposes of calculating earnings or losses in a manner determined by the Administrator.

(b)           Allocation to Measurement Funds.  A Participant may allocate and reallocate his Account among the various Measurement Funds designated by the Administrator from time to time.  All such allocations and reallocations must be made in accordance with, and subject to, such rules and procedures as the Administrator may establish.  To the extent a Participant fails to allocate his or her Account to a Measurement Fund, such Participant will be deemed to have selected the Measurement Fund designated by the Administrator as the default Measurement Fund.

(c)           No Actual Investment.  Notwithstanding any provision in the Plan to the contrary, the Measurement Funds are to be used for measurement purposes only.  Neither the Participant’s selection of a Measurement Fund nor the crediting or debiting of amounts to the Participant’s Account in accordance with that selection shall be considered or construed as an actual investment of the Participant’s Account in any Measurement Fund or as requiring the Company or the Administrator to invest any assets in any Measurement Fund or in any other particular investment.  In the event that the Company or the Administrator, in its own discretion, decides to invest funds in any or all of the investments on which the Measurement Funds are based, no Participant (or Beneficiary) shall have any rights in or to such investments.  Without limiting the foregoing, a Participant’s Account balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Administrator; the Participant shall at all times remain an unsecured creditor of the Company.  The Administrator is under no obligation to offer any particular investment as a Measurement Fund and may discontinue, substitute, modify or add Measurement Funds at any time.

6.3             Account Statements .  After the close of each calendar year, or more frequently as the Administrator, in its sole discretion, determines, the Company shall furnish each Participant with a statement of the value of his Account.

ARTICLE VII.  VESTING

A Participant shall be fully vested in his Account at all times, subject only to the Participant's status as a general unsecured creditor of the Company in the event of its insolvency or bankruptcy.

ARTICLE VIII.  DISTRIBUTIONS

8.1             Timing of Distribution.   Except as provided otherwise in this Article VIII, a Participant's Account shall be distributed or commence to be distributed to the Participant within ninety (90) days after the Participant's Termination.

8.2             Form of Distribution.   Except as provided otherwise in this Article VIII, a Participant's Account shall be distributed to the Participant in either a lump sum or in approximately equal annual installments over a period not to exceed ten (10) years.  Said form shall be irrevocably elected by the Participant on the Participant's initial Deferr