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                                                                 Exhibit (10.11)

                               BADGER METER, INC.
                                  AMENDMENT TO
                           DEFERRED COMPENSATION PLAN

This amendment to the Badger Meter, Inc. Deferred Compensation Plan for Certain
Directors (the "Plan") is made as of the first day of May, 2000. The purpose of
the amendment is to provide to the participants an option to defer director fees
in the form of stock units instead of cash.

     o  The following paragraph is hereby added to the Plan:

        PARAGRAPH 3A. -- CASH OR STOCK UNIT DEFERRALS

                 A Director may elect to defer fees to which he or she may
        become entitled after the date of election in two ways:

                 Cash Subaccount. If a Participant elects to defer fees into a
        Cash Subaccount, the Cash Subaccount is credited with the dollar amount
        of such fees on the date they would otherwise be payable. Amounts
        credited to the Cash Subaccount are credited with interest as stated in
        Paragraph 4 of the Plan.

                  Stock Subaccount. If a Participant elects to defer fees into a
         Stock Subaccount, the Stock Subaccount is credited with a number of
         units equivalent to the dollar amount of such fees on the date they
         would otherwise be payable. Such units will be computed by dividing the
         deferred fees by the fair market value of the Company's Common Stock.
         Fair market value is the closing price of the Common Stock on the
         American Stock Exchange on the last trading day of the quarter
         preceding the date that the fees would have been paid if no deferral
         had been made. Amounts credited to the Stock Subaccount are credited
         with dividends as stated in Paragraph 4a of this document.

     o   The first part of Paragraph 4 is hereby amended to read as follows:
         "The Cash Subaccount of each Participant shall be credited with
         interest annually, ..."



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THE FOLLOWING PARAGRAPH IS HEREBY ADDED TO THE PLAN:

         PARAGRAPH 4A. -- DIVIDENDS

         The Stock Subaccount of each Participant shall be credited with
         dividends quarterly, on the last day of each calendar quarter, until
         the full payment to the participant under paragraph 6 hereof. Such
         dividends shall be computed by multiplying the number of units in the
         Participant's stock subaccount on each dividend record date, by the
         amount of each dividend, to determine the dividend amount. The dividend
         amount will then be divided by the closing stock price on the dividend
         record date to determine the number of stock units to be added to the
         stock subaccount. For example, if a participant has five hundred (500)
         units in a stock subaccount on the record date of a twenty cent ($.20)
         dividend declaration, the dividend amount would be one hundred dollars
         ($100). If the closing price of the stock was $50 on that date, two (2)
         units would be added to the Participant's stock subaccount.

     o   Paragraph 5a is hereby amended to replace the word "interest" with the
         phrase "interest and dividends".

     o   The following paragraphs are hereby added to the Plan:

         PARAGRAPH 5C. -- STOCK SUBACCOUNT VALUATION

         Upon distribution of any portion or all of a Participant's stock
         subaccount, the value of the account will be computed by multiplying
         the number of units in the account on the date of distribution by the
         closing price of the Company's Common Stock on the last day of the
         month prior to the distribution.

         PARAGRAPH 5D. -- CONVERSION OF STOCK SUBACCOUNT TO CASH SUBACCOUNT

         Upon retirement, a Participant who has a stock subaccount, may elect to
         convert the stock subaccount balance into a cash subaccount balance.
         The conversion will be made by multiplying the number of units in the
         account on the date of conversion by the closing price of the Company's
         Common Stock on the last day of the month prior to the conversion.
         After conversion, the new cash subaccount would function in the same
         manner as all other cash subaccounts.



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