(b) and (c) Departure and Appointment of Certain Officers

On February 12, 2009, Itron Inc.'s Board of Directors elected Malcolm Unsworth, 59, to succeed LeRoy Nosbaum as President and Chief Executive Officer, effective March 31, 2009. Mr. Nosbaum will remain on the Board and serve as its Executive Chairman until December 31, 2009.

Malcolm Unsworth joined Itron in July of 2004 as Sr. Vice President, Hardware Solutions, following the acquisition of Schlumberger Electricity Metering. In April 2007, Mr. Unsworth was named Sr. Vice President and Chief Operating Officer of Actaris and promoted to President and Chief Operating Officer of the Company in April, 2008. In December 2008, he was elected to the Board of Directors. Prior to joining Itron, Mr. Unsworth spent 25 years with Schlumberger in a variety of management positions in the electricity, gas, water, and systems businesses.

In connection with his promotion, Mr. Unsworth was granted an incentive stock option to purchase 50,000 shares of the Company's common stock at an exercise price of $57.96 per share, the fair market value of our stock on February 13, 2009. The option vests 33 1/3% on each of February 13, 2010, 2011, and 2012, and expires on February 13, 2019.

Also in connection with his promotion, Mr. Unsworth's base salary was increased from $520,000 to $650,000, effective March 31, 2009. At the same time, Mr. Nosbaum's base salary will be reduced from $825,000 to $425,000.

(e) Revised/ New Award Agreements

On February 12, 2009, the Compensation Committee of the Board of Directors of the Company approved the form of award agreements listed below, which are attached to this Form 8-K, for awards to be issued under the Company's Amended and Restated 2000 Stock Incentive Plan.

o Form of Restricted Stock Unit Award Notice and Agreement for U.S. Employees for use in connection with the Company's Long-Term Performance Plan (LTPP) and issued under the Company's Amended and Restated 2000 Stock Incentive Plan.
(Exhibit 10.1 hereof)

o Form of Restricted Stock Unit Award Notice and Agreement for International Employees (other than French) for use in connection with the Company's LTPP and issued under the Company's Amended and Restated 2000 Stock Incentive Plan.
(Exhibit 10.2 hereof)

o Form of Restricted Stock Unit Award Notice and Agreement for French Employees for use in connection with the Company's LTPP and issued under the Company's Amended and Restated 2000 Stock Incentive Plan. (Exhibit 10.3 hereof)

o Form of Restricted Stock Unit Award Notice and Agreement for U.S. Employees for use in connection with the Company's Amended and Restated 2000 Stock Incentive Plan. (Exhibit 10.4 hereof)

o Form of Restricted Stock Unit Award Notice and Agreement for French Employees for use in connection with the Company's Amended and Restated 2000 Stock Incentive Plan. (Exhibit 10.5 hereof)

o Form of Restricted Stock Unit Award Notice and Agreement for International Employees (other than French) for use in connection with the Company's Amended and Restated 2000 Stock Incentive Plan. (Exhibit 10.6 hereof)

o Form of Non-Qualified Stock Option Grant Notice and Agreement for use in connection with the Company's Amended and Restated 2000 Stock Incentive Plan.
(Exhibit 10.7 hereof)

o Form of Incentive Stock Option Grant Notice and Agreement for use in connection with the Company's Amended and Restated 2000 Stock Incentive Plan.
(Exhibit 10.8 hereof)

The following awards were granted by the Compensation Committee under the LTPP to our named executive officers (other than our CEO) on February 12, 2009 and to our CEO, Mr. Nosbaum, on February 13, 2009 by the Board, based upon attainment of certain pre-determined goals established for the performance period that began January 1, 2008 and ended December 31, 2008:

Name                                     Position                        Restricted
                                                                        Stock Units
LeRoy D. Nosbaum       Chairman of the Board and Chief Executive           6,957
                       Officer
Malcolm Unsworth       President and Chief Operating Officer and           3,715
                       Director
Steven M. Helmbrecht   Sr. Vice President and Chief Financial              2,532
                       Officer
John W. Holleran       Sr. Vice President, General Counsel and             2,217
                       Corporate Secretary
Philip C. Mezey        Sr. Vice President and Chief Operating              2,409
                       Officer - Itron North America

The restricted stock units (RSUs) vest entirely three years from the date of grant and each RSU is the equivalent of one share of the Company's Common Stock. Other terms of the awards are as described in the LTPP (filed as Exhibit 10.1 to the Form 8-K filed with the SEC on February 20, 2008) and in the related Form of Restricted Stock Unit Award Notice and Agreement.

(d) Exhibits.

Exhibit
Number     Description

10.1       Form of Restricted Stock Unit Award Notice and
           Agreement for U.S. Employees for use in
           connection with the Company's Long-Term
           Performance Plan (LTPP) and issued under the
           Company's Amended and Restated 2000 Stock
           Incentive Plan.

10.2       Form of Restricted Stock Unit Award Notice and
           Agreement for International Employees (other than
           French) for use in connection with the Company's
           LTPP and issued under the Company's Amended and
           Restated 2000 Stock Incentive Plan.

10.3       Form of Restricted Stock Unit Award Notice and
           Agreement for French Employees for use in
           connection with the Company's LTPP and issued
           under the Company's Amended and Restated 2000
           Stock Incentive Plan.

10.4       Form of Restricted Stock Unit Award Notice and
           Agreement for U.S. Employees for use in
           connection with the Company's Amended and
           Restated 2000 Stock Incentive Plan.

10.5       Form of Restricted Stock Unit Award Notice and
           Agreement for French Employees for use in
           connection with the Company's Amended and
           Restated 2000 Stock Incentive Plan.

10.6       Form of Restricted Stock Unit Award Notice and
           Agreement for International Employees (other than
           French) for use in connection with the Company's
           Amended and Restated 2000 Stock Incentive Plan.

10.7       Form of Non-Qualified Stock Option Grant Notice
           and Agreement for use in connection with the
           Company's Amended and Restated 2000 Stock
           Incentive Plan.

10.8       Form of Incentive Stock Option Grant Notice and
           Agreement for use in connection with the
           Company's Amended and Restated 2000 Stock
           Incentive Plan.