0001193125-10-214846 Sample Contracts

AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • September 22nd, 2010 • Itron Inc /Wa/ • Instruments for meas & testing of electricity & elec signals

This Amendment to Rights Agreement (the “Amendment”) is dated as of September 22, 2010, between Itron, Inc., a Washington corporation (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services) (the “Rights Agent”), and amends the Rights Agreement, dated as of December 11, 2002, between the Company and the Rights Agent (as amended, the “Rights Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Rights Agreement. All section and exhibit references are to sections and exhibits of the Rights Agreement.

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