Exhibit 10 (37)
 Layne Christensen Company  Deferred Compensation Plan for Directors  (Amended and Restated)
  ARTICLE I
 Name and Purpose
 Definitions
 (a)
    
    Board means the Companys Board of Directors.(b)
    
    Closing Price means the closing price of the Companys Common Stock as
reported in The Wall Street Journal.(c)
    
    Common Stock means the common stock of Layne Christensen Company.(d)
    
    Company means Layne Christensen Company.(e)
    
    Compensation means all remuneration payable to a Director for service as a
Director other than reimbursement for expenses and shall include, but not be limited
to, fees for service and fees for attendance at meetings of the Board and of its
committees.(f)
    
    Director means any individual serving on the Board who is not an employee of
the Company or any of its subsidiaries.(g)
    
    Effective Date for this amended and restated plan is January 1, 2009.(h)
    
    Participant means a Director who has filed an election to participate under
Section 3.1 with regard to any Plan Year.(i)
    
    Plan Administrator means a committee consisting of at least two of the
employees of the Company designated by the Chief Executive Officer of the Company.(j)
    
    Plan Year means the calendar year.(k)
    
    Separates from Serviceor Separation from Servicemeans a Director ceasing
to serve as a director of the Company . A Director incurs a Separation from Service
upon the effective date of the directors cessation as a director of the Company. If a
Participant is both a Director and a Company employee, the services provided as a
Director shall be disregarded in determining whether there has been a Separation from
Service as an employee, and the services provided as an employee shall be disregarded
in determining whether there has been a Separation from Service as a Director.
Separation from Service shall have the same meaning as set forth under Code section
409A and any applicable regulations or Treasury Department guidance issued thereunder.
 ARTICLE II
 Participation in the Plan




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ARTICLE III
 Election to Participate
  Mode of Deferral
   (a)
    
    Cash Credits. If the deferral is wholly or partly by means of a cash credit,
the Company shall credit the Participants cash credit account at the same time, and
with the same amount, that the Director would have otherwise been paid in cash had no
deferral election been made. As of the last day of each calendar quarter and after
subtracting any distributions from the account made during the quarter, the
Participants cash credit account shall also be credited with interest using an
interest rate equal to the annual rate of yield on the longest term United States
Treasury Bond outstanding at the end of the preceding year. Interest shall be
calculated on the actual number of days in the quarter based upon a 365 day year.(b)
    
    Stock Credits. If the deferral is wholly or partly by means of a stock credit,
the Company shall credit the Participants stock credit account, at the same time that
the Director would have otherwise been paid in cash had no deferral election been made,
with a hypothetical number of shares of Common Stock (including fractions of a share)
equal to the number of shares of Common Stock that could have been purchased with the
Compensation deferred assuming the per share hypothetical purchase price is equal to
the average of the Closing Prices on each of the ten (10) business days immediately
preceding the date such stock credit is made. As of the date any dividend is paid to
shareholders of Common Stock, the Participants stock credit account shall also be
credited with an additional hypothetical number of shares of Common Stock equal to the
number of shares of Common Stock (including fractions of a share) that could have been
purchased at the Closing Price on such date if the dividend had been paid on the
hypothetical number of shares of Common Stock then credited to the Participants stock
credit account. In case of dividends paid in property, the dividend shall be deemed to
be the fair market value of the property at the time of distribution of the dividend,
as determined by the Plan Administrator, and
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the Company shall credit the Participants stock credit account in the same manner
as set forth above in this Section 3.2(b).
 Distribution of Credits
 Adjustment
 Distribution upon Death
 Permissible Acceleration of Benefits
 Withholding Taxes
 ARTICLE IV
 Plan Administrator
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ARTICLE V
 Funding
 ARTICLE VI
 Non-alienation of Benefits
 ARTICLE VII
 Delegation of Administrative Duties
 Governing Law
 409A Transition Election
 Compliance with Code Section 409A
 Non-ERISA Plan
 Amendment and Modification of the Plan
 Termination
 (a)
    
    All plans sponsored by the Company that would be aggregated with any terminated
arrangements under Treasury Regulations §1.409A-1(c) are terminated;(b)
    
    No payments, other than payments that would be payable under the terms of this
Plan if the termination had not occurred, are made within twelve (12) months of this
plan termination;(c)
    
    All payments are made within twenty-four (24) months of this Plan termination;(d)
    
    Neither the Company nor any of its affiliates adopts a new plan that would be
aggregated with any terminated plan if the same Participant participated in both
arrangements at any time within three (3) years following the date of termination of
this Plan.(e)
    
    The termination does not occur proximate to a downturn in the financial health
of the Company.
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