Exhibit 10.5


    
      
        

      

      Exhibit
        10.5

    


    THIRD
      AMENDMENT TO THE 

    SENIOR
      MANAGEMENT VOLUNTARY DEFERRED COMPENSATION PLAN

    


    


    WHEREAS,
      Insituform Technologies, Inc. maintains a deferred compensation plan known
      as
      the Senior Management Voluntary Deferred Compensation Plan (“Plan”);
      and

    


    WHEREAS,
      the Plan may be amended pursuant to Section 9.1 of the Plan; and

     

    WHEREAS
      , it is deemed necessary and desirable to amend the Plan.

    


    NOW
      THEREFORE, THE PLAN is hereby amended as follows:

    


    1.                
      By
      deleting Section 2.4 in its entirety and substituting the following
      therefor:

    


    2.4     Change
      in Control.  A
      “Change in Control” shall occur if:

    


    a)      
      Any
      one
      person or group (as determined under Proposed Treasury Regulation
§1.401A-3(g)(5)(v)(B)), acquires ownership of stock of the Company that,
      together with stock held by such person or group, constitutes more than fifty
      percent (50%) of the total fair market value or total voting power of the stock
      of the Company, or

    


    b)      
      Notwithstanding
      that the Company has not undergone a Change in Control as described in 2.4(a),
      a
      Change in Control of the Company occurs only on the date that
      either:

    


    (i)        
      Any
      one
      person, or more than one person acting as a group (as determined under Proposed
      Treasury Regulation §1.401A-3(g)(5)(v)(B)), acquires or has acquired during the
      12-month period ending on the date of the most recent acquisition by such person
      or persons ownership of stock of the Company possessing thirty-five percent
      (35%) or more of the total voting power of the stock of such corporation;
      or

    


    (ii)        A
      majority of members of the Company’s Board is replaced during any 12-month
      period by directors whose appointment or election is not endorsed by a majority
      of the members of the Company’s Board prior to the date of the appointment or
      election; or

    


    c)      
      Any
      one
      person or group (as determined under Proposed Treasury Regulation
§1.401A-3(g)(5)(v)(B)), acquires or has


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    acquired
      during the 12-month period ending on the date of the most recent acquisition
      by
      such person or persons assets from the Company that have a total gross fair
      market value equal to or more than forty percent (40%) of all the assets of
      the
      Company immediately prior to such acquisition or acquisitions. For this purpose,
      gross fair market value means the value of the assets of the Company, or the
      value of the assets being disposed of, determined without regard to any
      liabilities associated with such assets.

    


    2.                
      By
      deleting Section 2.5 in its entirety and substituting the following
      therefor:

    


    
      	 	
              2.5

            	
              Committee.
                The
                Committee shall consist of the Chief Financial Officer (“CFO”), the
                Vice-President of Human Resources, the General Counsel, and such
                other
                person as the Committee may from time to time
                appoint.

            


    

    


    3.                
      By
      deleting Section 2.8 in its entirety and substituting the following
      therefor:

    


    
      	 	
              2.8

            	
              Deferral
                Commitment.
                “Deferral
                Commitment” means a commitment made by a Participant to defer a portion of
                Compensation as set forth in Article III. The Deferral commitment
                shall
                apply to salary and/or bonus payable to a Participant, and shall
                specify
                the Account or Accounts to which the Compensation deferred shall
                be
                allocated. Such deferral commitment shall be made in whole percentages
                and
                shall be made in a form acceptable to the Committee.
                

            


    

    


    4.                
      By
      deleting Section 2.11 in its entirety and substituting the following
      therefor:

    


    2.11   Disability.
      “Disability”
      means 

    


    a)
      the
      Participant is unable to engage in any substantial gainful activity by reason
      of
      medically determinable physical or mental impairment that can be expected to
      result in death or can be expected to last for a continuous period of not less
      than twelve (12) months; or 

    


    b)
      the
      Participant is, by reason of any medically determinable physical or mental
      impairment that can be expected to result in death or can be expected to last
      for a continuous period of not less than twelve (12) months, receiving income
      replacement benefits for a period of not less than three (3) months under a
      long-term disability plan covering employees of Insituform Technologies, Inc.
      

    


    5.               
      By
      deleting Section 2.21 in its entirety and substituting the following
      therefor:


    
      
        
        

      

      
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              2.21

            	
              Valuation
                Funds.
                “Valuation
                Funds” means one or more of the independently established funds or indices
                that are identified and listed by the Committee. These Valuation
                Funds are
                used solely to calculate the Interest that is credited to each
                Participant’s Account(s) in accordance with Article IV, below, and do not
                represent, nor should it be interpreted to convey any beneficial
                interest
                on the part of the Participant in any asset or other property of
                the
                Company. The Committee shall select the various Valuation Funds available
                to the Participants with respect to this Plan and shall set forth
                a list
                of these Valuation Funds attached hereto as Exhibit A, which may
                be
                amended from time to time at the discretion of the
                Committee.

            


    

    


    6.                
      By
      deleting Section 3.1 in its entirety and substituting the following
      therefor:

    


    3.1     Eligibility
      and Participation

    


    a) Eligibility. Eligibility
      to participate in the Plan shall be limited to those select senior management
      employees of the Company whose base salary for the calendar year immediately
      prior to their first year of eligibility to participate in this Plan is at
      least
      equal to the amount ($95,000 for 2005) provided for such year under Code Section
      414(q). 

    


    b) New
      Participants.
      An
      employee’s participation in the Plan shall begin on the first day of the
      calendar quarter immediately following notification to such employee by the
      Committee of eligibility to participate in the Plan (“Initial Participation
      Date”).

    


    c) Election
      Procedure.
      Except with respect to the Year in which an employee first becomes a
      Participant, an election by a Participant to defer compensation for services
      performed in a particular year must be made before the close of the year next
      preceding the year in which the services with respect to which such compensation
      is earned are performed. In the case of the first year in which an employee
      becomes a Participant, a Participant may submit a Deferral Commitment at any
      time after he is notified of eligibility to participate in the Plan and before
      his initial participation date. Any such Deferral Commitment shall only be
      effective for compensation which is paid for services to be performed in such
      Year subsequent to the election. In the event a new Participant does not submit
      a Deferral Commitment prior to this initial participation date, he shall first
      be entitled to submit such forms with respect to compensation for services
      performed in the year immediately following the year in which he first becomes
      a


    
      
        
        

      

      
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    Participant
      pursuant to the first sentence of this paragraph (c) of Section
      3.1.

    


    7.                
      By
      deleting Section 3.2 in its entirety and substituting the following
      therefor:

    


    3.2      Form
      of Deferral.
      A
      Participant may elect a Deferral Commitment as follows:

    


    a) Form
      of Deferral Commitment.
      Except as provided in paragraph (c) of Section 3.1, a Deferral Commitment shall
      be made with respect to salary and/or bonus payable by the Company to a
      Participant during the immediately succeeding Deferral Period, and shall
      designate the portion of each deferral that shall be allocated among the various
      Accounts. The Participant shall set forth the amount to be deferred as a full
      percentage of salary and/or bonus (the Participant may designate a different
      percentage of salary and bonus that is to be deferred under this plan). In
      addition, the Deferral Commitment shall specify the Participant’s initial
      allocation of the amounts deferred into each Account among the various available
      Valuation funds.

    


    b) Period
      of Commitment.
      A
      separate Deferral Election must be made with respect to each Deferral
      Period.

    


    8.                
      By
      deleting Section 3.3 a) in its entirety and substituting the following
      therefor:

    


    3.3     
      ...

    


    
      	 	
              a)

            	
              Maximum.
                The
                maximum amount of base salary that may be deferred under this Plan
                shall
                be fifteen percent (15%) of base salary, and the maximum amount of
                bonus
                or incentive compensation that may be deferred under this Plan shall
                be
                fifty percent (50%) of bonus or incentive
                compensation.

            


    

    


    9.                
      By
      deleting Section 3.3 b) in its entirety and substituting the following
      therefor:

    


    
      	 	
              b)

            	
              Minimum.
                The
                minimum amount of base salary that may be deferred shall be one percent
                (1%) of base pay, and the minimum amount of bonus or incentive
                compensation that may be deferred shall be one percent (1%) of the
                bonus
                or incentive compensation.

            


    

    


    10.              
      By
      deleting Section 3.6 in its entirety and substituting the following
      therefor:

    


    3.6       
      Change
      in Employment Status.
      If
      the Committee determines that a Participant’s employment performance is no
      longer at a level that


    
      
        
        

      

      
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    warrants
      reward through participation in this Plan, but does not terminate the
      Participant’s employment with the Company, the Participant’s existing Deferral
      Commitment shall terminate at the end of the Deferral Period in which such
      determination is made, and no new Deferral Commitment may be made by such
      Participant after notice of such determination is given by the Committee, unless
      the Participant later satisfies the requirements of §3.1, above and has
      Committee approval. If the Committee, in its sole discretion, determines that
      the Participant no longer qualifies as a member of a select group of management
      or highly compensated employees, as determined in accordance with the Employee
      Retirement Income Security Act of 1974, as amended, the Participant’s existing
      Deferral Commitment shall terminate at the end of the Deferral Period in which
      such determination is made, and no new Deferral Commitment may be made by such
      Participant after notice of such determination is given by the
      Committee.

    


    11.              
      By
      deleting Section 4.2 in its entirety and substituting the following
      therefor:

    


    4.2       
      Timing
      of Credits:  A
      Participant’s deferred Compensation and any Matching Contributions relating to
      such deferred Compensation shall be credited to each account designated by
      the
      Participant on the last day of the month during which the Compensation deferred
      would have otherwise been payable to the Participant. Any Discretionary
      Contributions shall be credited to the Retirement Account as provided by the
      Committee. Any withholding of taxes or other amounts with respect to deferred
      Compensation that is required by local, state or federal law shall be withheld
      from the Participant’s corresponding non-deferred portion of the Compensation to
      the maximum extent possible. The portion of any remaining amount which is
      attributable to the Federal Insurance Contributions Act (FICA) tax imposed
      under
      Section 3101, Section 3121(a) and 3121(v)(2) of the Internal Revenue Code,
      with
      respect to such deferred compensation, or which is attributable to the income
      tax at source on wages imposed under section 3401 or the corresponding
      withholding provisions of applicable state, local or foreign tax laws as a
      result of the payment of the FICA Amount or the additional income tax at source
      on wages attributable to the pyramiding section 3401 wages and taxes shall
      reduce the amount credited to the Participant’s Account in a manner specified by
      the Committee; provided, however, the total amount by which the amount credited
      to a Participant’s Account is reduced must not exceed the aggregate of the FICA
      Amount, and the income tax withholding related to such FICA
      Amount.


    
      
        
        

      

      
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    12.              
      By
      deleting Section 4.4 in its entirety and substituting the following
      therefor:

    


    4.4      
      Matching
      Contributions. Company
      shall credit a Matching Contribution to the Participant’s Retirement Account
      with respect to the Compensation deferred by the Participant under this Plan
      during a Deferral Period. Such Matching Contribution shall be equal to one
      hundred percent (100%) of the first three percent (3%) of the Participant’s
      Compensation before such deferrals, plus fifty percent (50%) of the next two
      percent (2%) of the Participant’s Compensation before such deferrals. For
      purposes of this Plan only, base Compensation shall not include compensation
      of
      any participant that is in excess of two hundred and ten thousand dollars
      ($210,000) in 2005, or such amount as may be provided from time to time under
      Code Section 401(a)(17), in any year or such other sum as the Committee shall
      determine from time to time. The Matching Contribution to this Plan shall be
      reduced by any Matching Contributions credited on behalf of the Participant
      to
      the 401(k) Plan to the extent such amount exceeds the total Matching
      Contribution allowed under this Section 4.4. The Matching Contribution shall
      be
      credited to the Retirement Account in the same proportion as set forth in
      section 4.1 above.

    


    13.               By
      deleting Section 5.1 in its entirety and substituting the following
      therefor:

    


    5.1       Retirement
      Account.
      The
      vested portion of a Participant’s Retirement Account shall be distributed to the
      Participant upon the earlier of termination of employment with the Company
      or
      the date of the Participant’s Disability. With respect to key employees as
      defined in Section 416(i) without regard to Section 416(i)(5), benefits under
      this section shall be payable on or after the first day of the seventh
      (7th)
      month
      after termination of employment. With respect to non-key employees, benefits
      under this section shall be paid as soon as practicable. The form of benefit
      payment shall be that form selected by the Participant pursuant to Section
      5.4,
      below, unless the Participant terminates employment prior to Retirement, in
      which event, the Retirement Account shall be paid in the form of a lump sum
      payment.

    


    14.               By
      deleting Section 5.2 in its entirety and substituting the following
      therefor:

    


    5.2       
      In-Service
      Account.

    


    a) General.
      Subject to paragraph (c) of this Section 5.2, the vested portion of a
      Participant’s In-Service Account shall be distributed to the Participant upon
      the earlier of the date chosen by the Participant in the first Deferral
      Commitment which designated a


    
      
        
        

      

      
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    portion
      of the Compensation deferred be allocated to the In-Service Account, provided
      that the date specified shall not be prior to the fifth anniversary of the
      first
      Deferral Commitment electing an In-Service distribution or the Participant’s
      Disability.

     

    b)    
      Form
      of Payment for In-Service Account.
      The
      permitted forms of payment for the In-Service Account are:

     

    (i)  A
      lump sum amount which is equal to the vested Account balance; and

     

    (ii)
      Annual installments for a period of five (5) years where the annual payment
      shall be equal to the balance of the Account or sub-account immediately prior
      to
      the payment, multiplied by a fraction, the numerator of which is one (1) and
      the
      denominator of which commences with five (5) and is reduced by one (1) in each
      succeeding year, unless the total amount in the Participant’s In-Service Account
      as of the date chosen by the Participant for payment is less than $5,000, the
      In-Service Account shall be paid in a lump sum, notwithstanding any election
      by
      the Participant to the contrary. Interest on the unpaid balance shall be based
      on the most recent allocation among the available Valuation Funds chosen by
      the
      Participant, made in accordance with Section 4.3, above.

     

    c)  
      Change
      of First Deferral Commitment.
      A
      Participant may change the date chosen in his first Deferral Commitment or
      any
      previously filed Deferral Commitment for the payment of his In-Service Account
      and further defer the payment of his In-Service Account by submitting to the
      Committee a revised Deferral Commitment; provided, however, any such revised
      Deferral Commitment (i) may not be made less than 12 months prior to the date
      the payment is scheduled to be made pursuant to the first Deferral Commitment
      or
      the most recently filed Deferral Commitment (or if the installment option had
      been previously chosen, 12 months prior to the date the first amount was
      scheduled to be paid), and (ii) payment of the In-Service Account is deferred
      for a period of not less than 5 years from the date such payment would have
      been
      paid pursuant to the first Deferral Commitment or the most recently filed
      Deferral Commitment (or if the installment option had been chosen, 5 years
      from
      the date the first amount was scheduled to be paid).

    


    d)    Termination
      of Employment.
      Notwithstanding anything to the contrary in this section, if the Participant
      terminates employment with the Company prior to the date so chosen by
      the


    
      
        
        

      

      
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    Participant,
      the vested portion of the In-Service Account shall be added to the Retirement
      Account as of the date of termination of service and shall be paid in accordance
      with the provisions of Section 5.1, above.

    


    15.               By
      deleting Section 5.3 and substituting the following therefor:

    


    5.3       Death
      Benefit.
      Upon
      the death of a Participant prior to the commencement of benefits under this
      Plan
      from any Account, Company shall pay to the Participant’s beneficiary an amount
      equal to the vested Account balance in that Account in the form chosen by the
      Participant in the Deferral Commitment on file with the Committee and in effect
      at the date of his death. A Participant may change his death benefit form of
      payment at any time by filing a revised Deferral Commitment with the Committee;
      provided, however, any such revised Deferral Commitment shall not take effect
      until at least 12 months after the date on which such form is submitted to
      the
      Committee. If the Participant fails to select a form of payment with respect
      to
      the death benefit on the Deferral Commitment, the death benefit amount shall
      be
      paid in a single lump sum within ninety (90) days of Participant’s death. In the
      event of the death of the Participant after the commencement of benefits under
      this Plan from any Account, the benefits from such Account shall be paid to
      the
      Participant’s designated Beneficiary at the same time and in the same manner as
      if the Participant had survived.

    


    16.               
      By
      deleting Section 5.4 in its entirety and substituting the following
      therefor:

    


    5.4       
      Form
      of Payment.
      Unless otherwise specified in this Plan, the benefits payable from any
      particular Account under this Plan shall be paid in the form as specified by
      the
      Participant with respect to such Account in the Deferral Commitment. A
      Participant may change the form of payment prior to his termination an unlimited
      number of times by submitting to the Committee a revised Deferral Commitment;
      provided, however, any such revised form (i) shall not take effect until at
      least 12 months after the date on which such form is submitted to the Committee,
      (ii) may not be made less than 12 months prior to the date the payment with
      respect to which the revised Deferral Commitment is being submitted is scheduled
      to be made (or if the installment option had been chosen, 12 months prior to
      the
      date the first amount was scheduled to be paid), and (iii) the payment of any
      amount with respect to which such revised Deferral Commitment is being made
      is
      deferred for a period of not less than 5 years from the date such payment would
      have been paid by


    
      
        
        

      

      
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    virtue
      of the Participant also filing a revised Deferral Commitment which effects
      such
      deferral.

    


    17.               
      A
      new
      Section 5.9 shall be added as follows:

    


    5.9     Installment
      Option Treated as Single Payment.
      For
      purposes of determining the time and form of any payment of benefits under
      the
      Plan, or any change with respect thereto, all payments pursuant to any
      installment option which is selected hereunder shall be treated as a single
      payment.

    


    18.               By
      deleting Section 6.2 in its entirety and substituting the following
      therefor:

    


    6.2    
      Changing
      Beneficiary. Any
      Beneficiary designation may be changed by an unmarried Participant without
      the
      consent of the previously named Beneficiary by the filing of a new Beneficiary
      designation with the Committee. A married Participant’s Beneficiary designation
      may be changed by a Participant with the consent of the Participant’s spouse as
      provided for in Section 6.1 above, by the filing of a new designation which
      shall cancel all designations previously filed. 

    


    19.               By
      deleting Section 6.4 in its entirety and substituting the following
      therefor:

    


    6.4     No
      Beneficiary Designation.
      If
      any Participant fails to designate a Beneficiary in the manner provided above,
      if the designation is void, or if the Beneficiary designated by a deceased
      Participant dies before the Participant or before complete distribution of
      the
      Participant’s benefits, the Participant’s Beneficiary shall be the person in the
      first of the following classes in which there is a survivor:

    


    a) The
      Participant’s surviving spouse;

    


    b) The
      Participant’s children in equal shares, except that if any of the children
      predeceases the Participant or Participant’s spouse but leaves surviving issue,
      then such issue shall take by right of representation, in equal shares, the
      share the deceased child would have taken if then living; provided, however,
      that if there is no surviving issue of the deceased child, the remaining
      children of the Participant shall share equally;

    


    c) The
      Participant’s estate.

    


    20.                By
      deleting Section 7.1 in its entirety and substituting the following
      therefor:


    
      
        
        

      

      
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    7.1    
      Committee;
      Duties.
      This
      Plan shall be administered by the Committee except after a Change in Control
      as
      provided in Section 7.5 below. The Committee shall have the authority to make,
      amend, interpret and enforce all appropriate rules and regulations for the
      administration of the Plan and decide or resolve any and all questions,
      including interpretations of the Plan, as may arise in such administration.
      A
      majority vote of the Committee members shall control any decision. Members
      of
      the Committee may be Participants under this Plan.

    


    21.              
      A
      new
      Section 9.1(c) shall be added as follows:

    


    c)        Section
      409A Restrictions.
      Notwithstanding anything contained herein to the contrary, no amendment shall
      be
      adopted to the extent that such amendment will cause the Plan to violate Code
      Section 409A or the regulations promulgated thereunder.

    


    22.              
      By
      deleting Section 9.2 in its entirety and substituting the following
      therefor:

    


    
      	 	
              9.2

            	
              Termination
                of Plan.
                The
                Plan shall terminate upon the earlier of
                :

            


    

     

    a)      
      The
      Board’s decision to terminate the Plan within twelve (12) months of the
      Company’s dissolution taxed under Code Section 331, or with the approval of a
      bankruptcy court pursuant to Chapter 11 U.S.C. §503(b)(1)(A), provided that the
      amounts deferred under the plan are included in the Participants’ gross incomes
      in the latest of:

    


    (i)   
      The
      calendar year in which the Plan termination occurs;

    


    (ii)  
      The
      calendar year in which the amount is no longer subject to a substantial risk
      of
      forfeiture; or

    


    (iii)  The
      first calendar year in which the payment is administratively practicable; OR
      

    


    b)      The
      decision of the Board to terminate the Plan may be exercised in its sole and
      absolute discretion at any time. In the event the Plan is terminated under
      this
      Section 9.2(b), each Participant shall be entitled to receive any deferred
      compensation earned hereunder if the following conditions are
      satisfied:

    


    (i)  
      All
      arrangements sponsored by the Company that would be aggregated with any
      terminated arrangement under Proposed Treasury Regulation Section
      1.409A-1(c)


    
      
        
        

      

      
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    (assuming
      for this purpose that the Participant participated in all terminated
      arrangements) are terminated;

    


    (ii) 
      No
      payments, other than payments that would be payable under the terms of all
      such
      terminated arrangements if the termination had not occurred, are made within
      twelve (12) months of the termination of the terminated arrangements;


    


    (iii)  
      All
      payments are made within twenty-four (24) months of the terminated arrangements;
      and

    


    (iv)
      The
      Company does not adopt a new arrangement that would be aggregated with any
      terminated arrangements under Proposed Treasury Regulation Section 1.409A-1(c)
      (assuming for this purpose that Participant participated in both the terminated
      arrangement and the new arrangement), at any time within five (5) years
      following the date of termination of this Plan; OR

    


    c)     
      A
      Change in Control under Section 2.4 above. If the Plan is terminated due to
      a
      Change in Control, then the amount of deferred compensation due hereunder shall
      be payable one hundred percent (100%) in cash within the times specified in
      Section 9.2 b)(ii) and (iii) above. 

    


    23.              
      By
      deleting Section 10.1 in its entirety and substituting the following
      therefor:

    


    10.1  
      Unfunded
      Plan.
      This
      Plan is an unfunded plan maintained primarily to provide deferred compensation
      benefits for a select group of “management or highly compensated employees”
within the meaning of Sections 201, 301, and 401 of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”), and therefore is exempt from
      the provision of Parts 2, 3 and 4 of Title 1 of ERISA. Accordingly, subject
      to
      Section 9.2 b) above, the Board may terminate the Plan and make no further
      benefit payments or remove certain employees as Participants if it is determined
      by the United States Department of Labor, a court of competent jurisdiction,
      or
      an opinion of counsel that the Plan constitutes an employee pension benefit
      plan
      within the meaning of Section 3(2) of ERISA (as currently in effect or hereafter
      amended) which is not so exempt.

    


    24.              
      By
      deleting Section 10.7 in its entirety and substituting the following
      therefor:


    
      
        
        

      

      
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    10.7    Protective
      Provisions. A
      Participant will cooperate with Company by furnishing any and all information
      requested by Company, in order to facilitate the payment of benefits hereunder,
      and by taking such physical examinations as Company may deem necessary and
      taking such other action as may be requested by Company. 

    


    25.               
      By
      deleting Exhibit A in its entirety and substituting the following
      therefor;

    


    EXHIBIT
      A: VALUATION FUNDS

    


    Retirement
      Goal 2010 Fund

    


    Oppenheimer
      Global (Class A)

    


    Dryden
      S&P 500 Index Fund

    


    Large
      Cap Value/Barrow Hanley

    


    Guaranteed
      Income Fund

    


    Small
      Cap Value/Perkins, Wolf, McDonnell Fund - This fund is through January 31,
      2006,
      and will be replaced by Delaware Small Cap Value Fund 

    


    This
      amendment shall be known as the Third Amendment to Senior Management Voluntary
      Deferral Compensation Plan (“Third Amendment”) and shall be effective as of
      January 1, 2006.

    


    IN
      WITNESS WHEREOF, the undersigned has caused this Third Amendment to be executed
      in the name of and on behalf of Insituform Technologies, Inc. this 5th
      day of
      January, 2006.

    


    


    


    
      	 	
              INSITUFORM
                TECHNOLOGIES, INC.

               

               

              By:
                /s/ David F.
                Morris                                           
                

              David
                F. Morris 

               

              Title: Vice
                President and General Counsel

            


    

    


    


     

     

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