8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report

(Date of earliest event reported):                                    April 4, 2008                                

INSITUFORM TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-10786	13-3032158
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

17988 Edison Avenue, Chesterfield, Missouri	63005
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number,

including area code                                           (636) 530-8000                                           

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[X]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.                      Entry Into a Material Definitive Agreement.

On April 4, 2008, Insituform Technologies, Inc. (the “Company”) entered into a Second Amendment to Second Amended and Restated Credit Agreement dated as of February 17, 2006, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated as of March 28, 2007 (the “Second Amendment”), with Bank of America, N.A., as Administrative Agent and L/C Issuer.  The Second Amendment extends the maturity date of the credit facility to April 30, 2009 and increased the Company’s borrowing rates on Eurodollar loans and letters of credit by 0.25% (now ranging from 1.25% to 2.25%), among other things.  The Second Amendment also acknowledges that all indebtedness outstanding under the Company’s 1997 Note Purchase Agreement has been paid in full and that the Company has no further obligation under the credit facility to comply with the terms and covenants with respect to the 1997 Note Purchase Agreement.

On April 7, 2008, the Company issued a press release announcing the appointment of J. Joseph Burgess as its President and Chief Executive Officer.

The Company entered into a letter agreement, dated April 4, 2008 (the “Employment Letter”), with Mr. Burgess that will be effective as of Mr. Burgess’ first day of active employment with the Company, which shall occur on or before April 14, 2008.  The Employment Letter provides for: (i) an annual base salary in the amount of $500,000; (ii) an annual incentive bonus target of 100% of his annual base salary (where the actual award may be lesser or greater than the target amount, up to a maximum of two times the target amount), subject to the achievement of certain performance goals by the Company and by Mr. Burgess individually; (iii) certain long-term incentive awards, including stock options, restricted stock and long-term performance cash, having an aggregate nominal value of approximately $1,300,000; and (iv) a one-time award of restricted stock, with a nominal value of approximately $1,500,000.

The stock options to be awarded to Mr. Burgess will vest in three equal installments beginning on the first anniversary of the date of grant and will have an exercise price equal to the closing price of the Company’s common stock on the Nasdaq Global Select Market on the date of grant.  The long-term incentive restricted stock award is subject to a three-year cliff vesting and the achievement of certain performance goals by the Company in the 2008 fiscal year.  The one-time restricted stock award is subject to a five-year cliff vesting, but is not subject to any performance restrictions.  The grant of stock options and the awards of restricted stock to Mr. Burgess will not be made until the date his active employment begins.

Mr. Burgess will be eligible to participate in the Company’s medical, disability and other benefit plans on the same terms as are generally applicable to all other Company employees, and will be provided life insurance in the amount of $1,000,000.  Mr. Burgess will also be provided a reimbursement for country club membership fees, extending to initiation or membership share purchases, up to a maximum of $50,000, and ongoing membership dues.

The Employment Letter also provides for certain severance benefits.  If during the first 24 months of his employment Mr. Burgess (i) is terminated by the Company for reasons other than “Cause” (as defined in the Employment Letter), or (ii) following a “Change in Control” (as defined in the Employment Letter), terminates his employment with the Company for “Good Reason” (as defined in the Employment Letter), he shall receive a severance payment equal to 24 months of his current base salary and 24 months of the monthly cost of medical and dental insurance that was provided by the Company at such time.  Any such severance payments owed after the first 12 months of employment but prior to the end of the initial 24-month period shall be reduced by any amount that Mr. Burgess receives as compensation from a successor employer.  If Mr. Burgess’ employment is terminated by the Company for

reasons other than “Cause” after the initial 24-month period, the severance payment would be reduced to 12 months of his then current base salary and 12 months of the monthly cost of medical and dental insurance that was provided by the Company at such time.  A severance payment would be made in either 24 or 12 equal monthly installments, depending on the period in which the termination occurs.

Any severance payments made pursuant to the Employment Letter are conditioned upon certain representations, warranties, covenants and agreements made by Mr. Burgess, including, but not limited to, a release of all claims and covenants of confidentiality, non-solicitation and non-competition.

The foregoing descriptions of the Second Amendment and the Employment Letter are qualified in their entirety by reference to the Second Amendment and the Employment Letter, respectively, copies of which are attached as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated herein by reference.

Item 5.02.                      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As discussed above, on April 7, 2008, the Company announced the appointment of J. Joseph Burgess as the Company’s President and Chief Executive Officer, to be effective as of his first day of active employment, which shall occur on or before April 14, 2008.  Mr. Burgess was also appointed to the Company’s Board of Directors and the Strategic Planning Committee of the Board of Directors, which appointments will also be effective as of the date his active employment begins.

Prior to joining the Company, Mr. Burgess, 49, served as the President and Chief Executive Officer of Veolia Water North America, a leading provider of water and wastewater services to municipal, federal and industrial customers (“Veolia Water”) since 2005.  He served as Veolia Water’s Chief Operating Officer from 2003 to 2005 and as its Vice President and General Manager for the Northeast business center from 2002 to 2003.  Prior thereto, Mr. Burgess served as Executive Vice President for Water Systems Operations for Ogden Projects (later renamed Covanta Water), a subsidiary of Ogden Corporation, that specialized in waste-to-energy projects for municipalities.

Also as discussed above, the Employment Letter contemplates the compensation of Mr. Burgess in the form of an annual base salary in the amount of $500,000, certain long-term incentive compensation with an aggregate nominal value of $1,300,000 and a one-time restricted stock award with a nominal value of approximately $1,500,000.  The equity-based long-term incentive compensation and the one-time restricted stock award has not been awarded at this time.  The awards will be made on Mr. Burgess’ first day of active employment with the Company.

The text of the press release dated April 7, 2008 announcing the appointment of J. Joseph Burgess as the Company’s President and Chief Executive Officer is attached as Exhibit 99.1 hereto.

Item 8.01.                      Other Events.

On April 7, 2008, the Company issued a press release announcing the completion of its review of strategic options. The text of the press release dated April 7, 2008 is attached as Exhibit 99.2 hereto.

Item 9.01.                      Financial Statements and Exhibits.

(d)           The following exhibits are filed as part of this report:

Exhibit	Description
10.1	Second Amendment to Second Amended and Restated Credit Agreement, dated April 4, 2008
10.2	Employment Letter, dated April 4, 2008.
99.1	Press Release of Insituform Technologies, Inc., dated April 7, 2008, announcing the appointment of J. Joseph Burgess as its President and Chief Executive Officer.
99.2	Press Release of Insituform Technologies, Inc., dated April 7, 2008, announcing the completion of its review of strategic options.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 INSITUFORM TECHNOLOGIES, INC.

  By:   /s/ David F. Morris     

  David F. Morris

  Senior Vice President, General Counsel and

  Chief Administrative Officer

Date:          April 10, 2008

INDEX TO EXHIBITS

These exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K.

Exhibit	Description
10.1	Second Amendment to Second Amended and Restated Credit Agreement, dated April 4, 2008
10.2	Employment Letter, dated April 4, 2008.
99.1	Press Release of Insituform Technologies, Inc., dated April 7, 2008, announcing the appointment of J. Joseph Burgess as its President and Chief Executive Officer.
99.2	Press Release of Insituform Technologies, Inc., dated April 7, 2008, announcing the completion of its review of strategic options.

EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of April __, 2008, is among INSITUFORM TECHNOLOGIES, INC., a Delaware corporation (“Borrower”), each lender party hereto (collectively, “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent and L/C Issuer (“Agent”).

WHEREAS, the Borrower, the Agent, and the Lenders are parties to that certain Second Amended and Restated Credit Agreement dated as of February 17, 2006, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated as of March 28, 2007 (as so amended, the “Original Credit Agreement”) (the Original Credit Agreement, as amended by this Amendment is referred to herein as the “Credit Agreement”);

WHEREAS, the Borrower has requested that the Agent and the Lenders consent to certain amendments to the Original Credit Agreement as more fully described herein; and

WHEREAS, the Agent and the Lenders are willing to accede to such requests in reliance upon and in accordance with the terms, conditions, representations and warranties set forth in this Amendment;

NOW, THEREFORE, in consideration of the mutual agreements herein and other sufficient consideration, the receipt of which is hereby acknowledged, the Borrower, the Agent and the Lenders hereby agree as follows:

1.Definitions.   Unless otherwise specifically defined herein, each term used herein which is defined in the Original Credit Agreement shall have the meaning assigned to such term in the Original Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Original Credit Agreement shall from the date hereof refer to the Credit Agreement as amended hereby.

2.Effectiveness of Agreement.  The effectiveness of this Amendment is subject to the satisfaction and occurrence of the following conditions precedent:

   (a)The Agent shall have received the following documents in form and substance satisfactory to the Agent:

(i)	Executed counterparts of this Amendment;
(ii)	Executed copies of a consent to this Amendment duly executed by each Guarantor party to the Master Guaranty;
(iii)	Such other assurances, certificates, documents, consents or opinions as the Agent reasonably may require.

  (b)The Agent shall have received payment from Borrower of the amendment fee set forth in that certain fee letter dated as of the date hereof among the Borrower and the Agent.

3.Amendments to Credit Agreement.  Subject to the terms and conditions set forth in Section 2 hereof, the Credit Agreement is hereby amended as follows:

  (a)The defined term “Maturity Date” in Section 1.01 of the Credit Agreement is amended and restated in its entirety as follows:

“Maturity Date” means April 30, 2009.

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(b)The defined term “Applicable Rate” in Section 1.01 of the Credit Agreement is amended and restated in its entirety as follows:

“Applicable Rate” means, from time to time, the following percentages per annum, based upon the Consolidated Leverage Ratio (as defined in the Note Purchase Agreements) as set forth in the most recent Compliance Certificate received by Agent pursuant to Section 6.02(b):

		APPLICABLE RATE
Pricing Level	Consolidated Leverage Ratio	Base Rate Loans	Eurodollar Loans and Letters of Credit	Commitment Fee
Level V	> 2.5 to 1.0	0.00%	2.25%	0.250%
Level IV	> 2.0 to 1.0 but < 2.5 to 1.0	0.00%	2.00%	0.225%
Level III	> 1.5 to 1.0 but < 2.0 to 1.0	0.00%	1.75%	0.200%
Level II	> 1.0 to 1.0 but < 1.5 to 1.0	0.00%	1.50%	0.175%
Level I	< 1.0 to 1.0	0.00%	1.25%	0.175%

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective commencing on the 5th Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not delivered  when due in accordance with such Section, then Pricing Level V shall apply commencing on the 5th Business Day following the date such Compliance Certificate was required to have been delivered.  The Applicable Rate in effect on the Closing Date shall be determined based upon Pricing Level IV.

   (c) Section 6.01(c) of the Credit Agreement is hereby amended by deleting the number “60” in the first line thereof and substituting therefor the number “90.”

             (d) Section 6.02(f) of the Credit Agreement is hereby amended by deleting the word “five” in the first line thereof and substituting therefor the word “seven.”

   (e) The Agent and the Lenders acknowledge and agree that the Indebtedness outstanding under the Note Purchase Agreement-1997 has been paid in full by the Borrower, and, notwithstanding anything to the contrary set forth in the Credit Agreement, the Borrower, the Agent and the Lenders agree that the Borrower shall have no further obligation under the Credit Agreement to comply with any terms or covenants incorporated by reference to the Note Purchase Agreement-1997.  For the avoidance of doubt, the preceding sentence does not amend, modify or terminate any obligation of the Borrower under the Credit Agreement to comply with any terms or covenants incorporated by reference to the Note Purchase Agreement-2003.

4.Representations and Warranties of Borrower.  Borrower hereby represents and warrants to the Agent and the Lenders that (i) the Borrower’s execution of this Amendment has been duly authorized by all requisite action of the Borrower, (ii) no consents are necessary from any third parties for the Borrower’s execution, delivery or performance of this Amendment, (iii) each of this Amendment, the Credit Agreement and any other Loan Documents to which a Loan Party is a party constitute the legal, valid and binding obligations of such Loan Party, enforceable against such Loan Party in accordance with its terms, except to the extent that the enforceability thereof against such Loan Party may be limited by bankruptcy, insolvency or other laws affecting the enforceability of creditors rights generally or by equity principles of general application, (iv) the representations and warranties of the Borrower contained in Article 5 of the Credit Agreement are true and correct in all material respects on and as of the date hereof as if such representations and warranties had been made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, and (v) after giving effect to this Amendment, there is no Default or Event of Default under the Credit Agreement.

5.Expenses.  The Borrower agrees to pay all reasonable out of pocket expenses incurred by the Agent (including the reasonable fees, charges and disbursements of counsel for the Agent) in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and the other Loan Documents in accordance with Section 10.04 of the Credit Agreement.

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6.Governing Law.  This Amendment shall be governed by, and construed in accordance with, the law of the State of Missouri applicable to agreements made and to be performed entirely within such state; provided that Agent shall retain all rights arising under Federal law.

7.Section Titles.  The section titles in this Amendment are for convenience of reference only and shall not be construed so as to modify any provisions of this Amendment.

8.Counterparts; Facsimile Transmissions.  This Amendment may be executed in one or more counterparts and on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Signatures to this Amendment may be given by facsimile or other electronic transmission, and such signatures shall be fully binding on the party sending the same.

9.Statutory Notice - Oral Commitments.  Nothing contained in the following notice shall be deemed to limit or modify the terms of the Loan Documents:

ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER) AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

[The remainder of this page is intentionally left blank.] 

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IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first above written.

INSITUFORM TECHNOLOGIES, INC.

By:      /s/ David A. Martin                                                                    

Name: David A. Martin

Title:   Vice President and Chief Financial Officer

BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer

By:       /s/ Stephen Bode                                                                    

Name:  Stephen Bode

Title:    Senior Vice President - Credit

BANK OF AMERICA, N.A., as a Lender

By:        /s/ Stephen Bode                                                                   

Name:   Stephen Bode

Title:     Senior Vice President - Credit

EX-10.2

Exhibit 10.2

      Worldwide Pipeline Rehabilitation       17988 Edison Avenue Chesterfield, MO  63005-3700       Tel:  636-530-8000 Fax:  636-530-8746

April 4, 2008

Mr. John J. Burgess

1615 Chestnut Grove Lane

Kingwood, Texas 77345

Dear Joe:

We are pleased to offer you the position of President and Chief Executive Officer of Insituform Technologies, Inc. (“ITI”, the “Company” or “Insituform”).  The principal terms and conditions of the offer are as follows:

1.           Base Salary. You will be compensated on a salaried basis for your services as President and Chief Executive Officer at an annual rate of $500,000.00.  Your base salary will be reviewed on an annual basis by the Compensation Committee of the Board of Directors of ITI.

2.           Annual Incentive Bonus. During 2008, you will be eligible to earn an annual incentive bonus in an amount calculated as a percentage of your base salary determined by reference to: (i) a range of percentages identified by the Compensation Committee based upon a center point objective of 100% (intended to provide an opportunity of up to two times such center point) and (ii) the accomplishment by ITI of such annual goals attendant to such range as shall also have been determined by the Compensation Committee and compliance with the terms of this letter and any performance goals established by the Compensation Committee. The foregoing annual goals will be determined as reasonable targets given ITI’s results of operations and prospects, intended to provide you with incentives to achieve such performance.  The Compensation Committee will review the amount of and criteria for your annual incentive bonus annually.  Your 2008 award will be pro-rated to reflect your length of employment with us.  You must be employed as of the date the incentive is to be paid to be eligible to receive any such payment, and in case of a termination of employment there is no pro-ration of the incentive for that year. An annual incentive that is earned will be paid out no later than March 15 of the year following the end of the calendar year to which the annual incentive relates.

3.           Long Term Incentives. You are eligible to participate in the Insituform Technologies, Inc. Executive Incentive Plan (the “LTIP”), which includes both equity and cash compensation.  The Compensation Committee on an annual basis determines LTIP awards for officers and you will be eligible for a new award each year.  Your 2008 award will have a nominal value of approximately $1.3 million, and be comprised of non-qualified stock options (50% or $650,000), restricted stock (35% or $455,000) and long-term performance cash (15% or $195,000) upon the following terms:

 (a) Stock options to purchase shares (count to be determined) of ITI Class A common shares, $.01 par value (Common Stock”), such options to become exercisable with respect to one-third of such shares on each of the first, second and third anniversaries of the grant date.  The strike price for the options will be the closing market price of the Common Stock on the date your options are granted, which is anticipated to be the first day of your active employment with ITI.  The options will expire on the seventh anniversary of the grant date.  Generally, stock options expire as follows: (i) if the employee retires after age 55, options expire five years after date of retirement; (ii) if the

Mr. John J. Burgess

April 4, 2008

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Company terminates employment for a reason other than cause or disability or if you terminate your employment voluntarily, options expire 90 days after termination of employment; (iii) if employment terminates as a result of disability, options expire 90 days after termination of employment; (iv) if employment terminates by reason of death, options expire one year following death; and (v) if ITI terminates your employment for cause, options expire on the date of termination.  The stock options will be subject to the terms of a stock option agreement, with customary terms and conditions.

 (b) Restricted stock (count to be determined).  The restricted stock will vest 100% three years after the award date, in a cliff vesting arrangement.  The restricted stock may not be sold or transferred until at least three years following the award date, and will be subject to the terms of a restricted stock agreement, which will include a performance restriction tied to the Company’s 2008 business plan.  Failure to achieve at least 75% of the 2008 business plan will result in forfeiture of the restricted stock award.  At 75% of plan, you will be entitled to 50% of the restricted share award (subject to the three-year service requirement).  Between 75% and 100% of 2008 plan, you will be entitled to receive such number of shares based on a straight line between one-half and 100% of the award (subject to the three-year service requirement).  The restricted stock will be awarded by the Compensation Committee, with such award expected to occur on the first day of your active employment with the Company.  Among other customary provisions, the restricted stock agreement for this award will contain a provision for vesting of a portion of the award shares upon the involuntary termination of your employment without “Cause” (as defined in Section 9 hereof) at least 18 months after the date of award but before the third anniversary of the date of award.  The restricted stock agreement for this award also will contain a provision for the vesting of all of the award shares upon (i) an involuntary termination of your employment without “Cause” on or following a “Change in Control” (as defined in Section 9 hereof) or (ii) the voluntary termination of your employment for “Good Reason” (as defined in Section 9 hereof) on or following a “Change in Control.”

 (c) A target award of $195,000 under the 2008 – 2010 Long Term Executive Cash Performance Program, payable in March 2011 based on the achievement of goals to be established by the Compensation Committee for such three-year period.

4.           One Time Stock Award.  In connection with your commencement of employment you will be awarded shares of restricted stock with a nominal value of approximately $1.5 million (number of shares to be awarded shall equal $1.5 million divided by the closing market price of the Common Stock on the date of the award).   The restricted stock will vest 100% five years after the award date, in a cliff vesting arrangement.  The restricted stock may not be sold or transferred until at least five years following the award date, and will be subject to the terms of a restricted stock agreement with customary terms and conditions.  The restricted stock will be awarded by the Compensation Committee, with such award expected to occur on the first day of your active employment with the Company.  Among other customary provisions, the restricted stock agreement for this award will contain a provision for vesting of a portion of the award shares upon the involuntary termination of your employment without “Cause” at least 30 months after the date of award but before the fifth anniversary of the date of award.  The restricted stock agreement for this award also will contain a provision for vesting of all of the award shares upon (i) an involuntary termination of your employment without “Cause” on or following a “Change in Control” or (ii) the voluntary termination of your employment for “Good Reason” on or following a “Change in Control.”

5.           Deferred Compensation. You are eligible to participate in the Senior Management Voluntary Deferred Compensation Plan (the “DCP”) upon and subject to the terms and conditions of that plan. Tax deferred contributions may be made into the DCP after the maximum allowable contribution (as defined by the IRS) has been made into ITI’s 401(k) plan.

Mr. John J. Burgess

April 4, 2008

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The first 3% of DCP contributions are matched by ITI at 100% and the next 2% of contributions are matched at a 50% rate. For 2008, the maximum company match into both the 401(k) and DCP together is $9,000.

6.           Additional Benefits.

(a)           You are eligible to participate in the Company’s medical, dental, vision, life insurance, and long-term disability plans on the same terms as are applicable to other participants generally (provided the amount of life insurance shall be $1.0 million), and any future plans and programs implemented by ITI for its employees generally or by the Compensation Committee for you specifically, and in the ITI 401(k) Profit Sharing Plan and any future plans or programs supplemental to the ITI 401(k) Profit Sharing Plan. Details about specific benefits will be provided to you in benefit plan documents. All such plans and benefits are subject to cancellation and change from time to time in the Company’s discretion.

(b)           You will be reimbursed for country club membership fees (extending to initiation fees or membership share purchases, up to a maximum amount of $50,000, and to ongoing dues) for one club of your choice in the St. Louis, Missouri area.

(c)           You will receive holidays in accordance with ITI’s policy. During 2008, you will receive three weeks vacation, pro-rated to reflect your length of employment with us.  During your fifth year of employment and beyond, you will receive four weeks vacation.

(d)           You will be provided relocation assistance as provided for in ITI’s relocation policy, including reimbursement for the cost of reasonable temporary accommodations and weekly travel to and from your current home for a period that shall end no later than August 31, 2008 and prior to relocating your family to St. Louis.  Your relocation, including the sale of your home, must be handled through ITI’s relocation coordinator.  Relocation assistance is subject to repayment according to the terms of the policy if you resign (excluding a resignation incident to a termination of employment without “Cause”) or your employment is terminated for “Cause” within two (2) years of your first day of active employment.

7.           Severance. As President and Chief Executive Officer, you will report to the Board of Directors of the Company. Your employment is for no definite term and you will serve at the pleasure of  ITI’s Board of Directors; however, if your employment is terminated (i) by ITI for reasons other than “Cause” during your first twenty-four months of employment or (ii) by you for “Good Reason” during your first twenty-four months of employment and following a “Change in Control”, in either instance you will receive, upon the terms described below, a severance payment equal to twenty-four months’ of your then current base salary and twenty-four months of the monthly cost the Company then was paying for health and dental insurance coverage for you; provided, however, the Company’s obligation to make any payments beyond the initial twelve-month period shall be reduced by any amount that you receive in compensation from any successor employer.  This amount will (subject to the provisions described below) be paid out in twenty-four (24) equal monthly installments commencing on the Company’s bi-weekly paydays commencing with the first payday occurring after all required releases have become effective.  If your employment is terminated by ITI for reasons other than “Cause” after your first twenty-four months of employment you will receive, upon the terms described below, a severance payment equal to twelve months’ of your then current base salary and twelve months of the monthly cost the Company then was paying for health and dental insurance coverage for you.  This amount will (subject to the provisions described below) be paid out in twelve (12) equal monthly installments commencing on the Company’s bi-weekly paydays commencing with the first payday occurring after all required releases have become effective.  In all instances, any such payment is conditioned upon (i) your entering into an enforceable separation agreement

Mr. John J. Burgess

April 4, 2008

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in form and substance satisfactory to the Company containing a release of all claims you may have against the Company, it subsidiaries and any of their respective directors, employees and agents, cooperation, non-disparagement and confidentiality clauses, and such other terms as are customarily requested by employers in executive separation agreements, and (ii) your resignation of all employment and offices and positions, including all directorships, you hold with the Company and any of its subsidiaries and affiliates within 30 days after your employment terminates.  A form of separation agreement will be delivered to you within 30 days after your employment terminates (and if this does not occur then the provision will be deemed waived), and you must sign and deliver the agreement within 22 days after it is delivered.  In order to avoid any tax consequences of Section 409A of the Internal Revenue Code, payment of any installments may be deferred until the releases and the separation agreement are enforceable and until the first day following the six (6) month anniversary of the date you have a separation from service within the meaning of Section 409A (in which case any deferred installments will be paid the first pay day after the six (6) month and one (1) day period expires).  Any termination of employment will also constitute an automatic resignation from all offices and directorships you may hold with the Company or any of its subsidiaries or affiliates.

8.           Confidentiality and Non-Competition; Code of Conduct; Drug Testing.  Prior to commencing and as a condition to employment you must sign ITI’s standard employee confidentiality, work product and non-competition agreement, ITI’s business code of conduct, ITI’s Code of Ethics (for CEO, CFO and senior financial employees) and ITI’s recoupment policy.  These policies and agreements are not superseded or cancelled by this letter, and you agree to comply with all such agreements and policies.   You also must successfully pass ITI’s standard drug screen.

9.           Definitions of “Cause,” “Change in Control” and “Good Reason.”

For purposes of this letter, “Cause” shall be defined as:

 (i)the willful and continued failure by you to perform substantially your duties with ITI or any of its affiliates (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to you by the Board of Directors which specifically identifies the manner in which the Board believes that you have not substantially performed your duties and within a period of 30 days from receipt of said written demand you have not cured said performance; or

 (ii)failure or refusal to perform any stated duty or directive; misappropriation of funds; insubordination; failure to comply with the Company’s Code of Conduct or any policy prohibiting sexual harassment or other form of harassment, any agreement with the Company or any written policy; or engaging in any illegal conduct in connection with your duties for or employment with the Company, whether or not in each case subsequently discontinued or corrected; or

 (iii) breach of fiduciary duty, misconduct, commission of an act of moral turpitude, or any act or fraud or knowing misrepresentation or concealment on behalf of or to the Company, or to the Board, whether or not in each case subsequently discontinued or corrected; or

 (iv) the conviction of, the entering of a guilty plea or plea of nolo contendere or no contest (or entering into any pretrial diversion program or agreement or suspended imposition of sentence) with respect to, either a felony or a crime involving moral turpitude, dishonesty or fraud, or that adversely affects the Company; or the institution of criminal charges against you, which are not dismissed within one hundred twenty (120) days after institution, for fraud, embezzlement, any offense involving dishonesty or constituting a breach of trust, or any felony; or

Mr. John J. Burgess

April 4, 2008

Page 5

 (v) material violation of any federal, state or local law that may result in a direct or indirect financial loss to the Company or damage the Company’s reputation, or your admission of liability of, or finding of liability for, the violation of any state or federal securities laws; or

     (vi) you become unable due to illness or injury to perform your duties on a full time basis with reasonable accommodation for a period of four (4) months or greater or qualify for benefits under the Company’s group long term disability insurance plan.

The cessation of employment shall not be deemed to be for “Cause” unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board of Directors, finding that, in the good faith opinion of the Board of Directors, you are guilty of the conduct described.

For purposes of this letter, a “Change in Control” shall be defined as:

 (i) The acquisition by one person, or more than one person acting as a group, of ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company; or

(ii)           The acquisition by one person, or more than one person acting as a group, of ownership of stock of the Company, that together with stock of the Company acquired during the twelve-month period ending on the date of the most recent acquisition by such person or group, constitutes 30% or more of the total voting power of the stock of the Company; or

    (iii)           A majority of the members of the Company’s board of directors is replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s board of directors before the date of the appointment or election.

Persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as a result of the same public offering.  However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

This definition of Change in Control shall be interpreted in accordance with, and in a manner that will bring the definition into compliance with, the regulations under Section 409A of the Internal Revenue Code.

For purposes of this letter, “Good Reason” shall be defined as:

         (i)           a material reduction in your annual base salary; or

(ii)           a material reduction in your authority, duties or responsibilities; or

       (iii)          any other action or inaction that constitutes a material breach by the Company of it obligations under this letter.

Any termination of your employment based upon a good faith determination of “Good Reason” made by you shall be subject to a delivery of a Notice of Termination by you to the Company within sixty (60) days of the first occurrence of an event that would constitute “Good Reason” and subject further to the ability of the Company to remedy the condition within thirty (30) days of receipt.

Mr. John J. Burgess

April 4, 2008

Page 6

10.           Duties.     You will perform your duties and such executive and administrative duties as may be assigned to you from time to time by the Board of Directors or the Chairman of the Board in accordance with applicable law and all written policies and Codes of Conduct of the Company, and will devote your entire business time and attention to the performance of your duties (excluding any passive investments). You will carry out and comply with all lawful directives of the Board of Directors or the Chairman of the Board and all Company Codes of Conduct and written policies established from time to time.

11.           Miscellaneous Provisions.

(a)           The Company may withhold from any payments and benefits described in this letter such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation. In no event shall the Company be required to make, or you be required to receive, any payment called for by this letter at a particular time if such payment at that time shall result in the application of the tax consequences spelled out in Section 409A of the Code. In that case, payment will be made at such time as will not result in the imposition of any adverse tax consequences spelled out in Section 409A of the Code.

(b)           Except as set forth herein, this letter (and the terms of the plans, documents and standard agreements referred to herein) contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes any and all prior oral or written communications, commitments and agreements with respect thereto. It is deemed to be entered into and accepted in the State of Missouri and will be governed by the laws of the State of Missouri without regard to conflicts of law principles. The terms of this letter (but not the standard agreements referred to herein) will expire when the severance provisions expire.

(c)           Your appointment as President and Chief Executive Officer will not be effective until your first day of active employment with ITI at its executive offices in Chesterfield, Missouri, which must occur on or before April 14, 2008. This offer will expire if it is not accepted and returned to me by April 4, 2008.

(d)           The Company and you agree that in the event either party shall incur any costs to enforce the terms of this letter, including reasonable attorneys’ fees, then the prevailing party in such action shall be entitled to recover all such costs, including reasonable attorneys’ fees, from the other party.

(e)           This letter does not constitute an employment agreement.  You shall be an at-will employee of the Company and your employment may be terminated by the Company at any time and for any reason.

Mr. John J. Burgess

April 4, 2008

Page 7

If the above terms accurately reflect your understanding and agreement, please sign this letter where indicated below and return it to me acknowledging your acceptance.

Very truly yours,

INSITUFORM TECHNOLOGIES, INC.

By:      /s/ Alfred L. Woods                                      

Alfred L. Woods

Chairman of the Board of Directors

ACCEPTED AND AGREED

TO AS OF THE DATE OF

THIS LETTER:

/s/ John J. Burgess                                                           

John J. Burgess

Date:     April 4, 2008

EX-99.1

Exhibit 99.1

For Immediate Release

INSITUFORM APPOINTS JOE BURGESS PRESIDENT AND CHIEF EXECUTIVE OFFICER

Veolia Water North America President and CEO Brings Extensive Experience

in Strategic Planning, Operations Management and Customer Service

CHESTERFIELD, MO, April 7, 2008 - Insituform Technologies, Inc. (Nasdaq Global Select Market: INSU) today announced that its Board of Directors has appointed John J. (“Joe”) Burgess as President and Chief Executive Officer, effective April 14, 2008.  Mr. Burgess has also been appointed to the Company’s Board of Directors and the Strategic Planning Committee of the Board of Directors.  Mr. Burgess succeeds Alfred L. Woods, who has been serving as interim CEO since August 13, 2007.  Woods, a Director since 1997 and Chairman of the Board since 2003, will continue to serve as Chairman of the Board.

“We are extremely pleased to welcome Joe Burgess to Insituform and are fortunate to have a leader of his caliber, vision and experience,” said Mr. Woods. “Over the past seven months, our Board of Directors has conducted an extensive search for a candidate with the right balance of industry knowledge and operational expertise to effectively capitalize on the growth opportunities in our markets.  A respected leader, Joe’s impressive 20-year career has afforded him a strong base of experience in strategic planning, operations management and customer service.  In particular, he brings considerable experience working with municipalities, the federal government and industrial clients that will strengthen Insituform’s customer relationships. We are confident that Joe brings the right combination of strategic insight, operational discipline, and inspirational leadership needed for Insituform’s accelerated and sustained growth.”

“I am privileged to become the President and Chief Executive Officer of Insituform,” said Mr. Burgess.  “This is an important time in the Company’s history and the water service industry as a whole.  The sewer and water rehabilitation businesses have become increasingly critical in maintaining vital infrastructure as cities across the country and around the world age and grow. Insituform is a unique company with strong technologies, services and people.  I am confident that with its strategic focus on growth, technological innovation and operational excellence, Insituform is solidly positioned to capitalize on this growing market to serve our customers worldwide and create stockholder value.  I look forward to meeting Insituform’s stockholders and to working closely with the Board and senior management team, and Insituform’s 1,600 hard working and dedicated employees.  I welcome this opportunity to lead Insituform successfully into the future.”

Mr. Burgess, 49, President and CEO of Veolia Water North America, a leading provider of water and wastewater services to municipal, federal and industrial customers, has over 20 years of experience in the water, energy and petrochemical industries.  Mr. Burgess joined Veolia Water in 2002 as the Vice President and General Manager for the Northeast business center, and was promoted to Chief Operating Officer in 2003 and to President and CEO in 2005.  Prior to that, Mr. Burgess served as Executive Vice President for water systems operations for Ogden Projects (later renamed Covanta Water), a subsidiary of Ogden Corporation that specialized in waste-to-energy projects for municipalities.  At Ogden, Mr. Burgess led a joint venture with Yorkshire Water (U.K.). He began his career at Monsanto Company in 1981.

Mr. Burgess is a co-founder of the Water Partnership Council, a trade association for non-regulated U.S. water companies. The Water Partnership Council is committed to helping communities and companies meet water and wastewater needs in the safest, most environmentally sound and cost-effective manner possible.

Mr. Burgess received his bachelor’s degree in accounting and finance from the University of Florida.

About Insituform Technologies, Inc.

Insituform Technologies, Inc. is a leading worldwide provider of proprietary technologies and services for rehabilitating sewer, water, and other underground piping systems without digging or disruption. More information about Insituform is available on its Internet site at www.insituform.com.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements.  The Company makes forward-looking statements in this news release that represent the Company’s beliefs or expectations about future events or financial performance.  These forward-looking statements are based on information currently available to the Company and on management’s beliefs, assumptions, estimates and projections and are not guarantees of future events or results.  When used in this document, the words “anticipate,” “estimate,” “believe,” “plan,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements.  Such statements are subject to known and unknown risks, uncertainties and assumptions, including those referred to in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the Securities and Exchange Commission on March 10, 2008.  In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur.  In addition, our actual results may vary materially from those anticipated, estimated, suggested or projected.  Except as required by law, we do not assume a duty to update forward-looking statements, whether as a result of new information, future events or otherwise.  Investors should, however, review additional disclosures made by the Company from time to time in its periodic filings with the Securities and Exchange Commission.  Please use caution and do not place reliance on forward-looking statements.  All forward-looking statements made by the Company in this news release are qualified by these cautionary statements.

Insituform®, the Insituform® logo and Insituform Blue®are the registered trademarks of Insituform Technologies, Inc. and its affiliates.

For More Information, Contact

Insituform Technologies, Inc.

David A. Martin, Vice President and Chief Financial Officer

636-530-8000

Dan Katcher / Matthew Sherman

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449

EX-99.2

Exhibit 99.2

For Immediate Release

INSITUFORM COMPLETES REVIEW OF STRATEGIC OPTIONS

Determines To Execute Business Plan and Hires New CEO

CHESTERFIELD, MO, April 7, 2008 - Insituform Technologies, Inc. (Nasdaq Global Select Market: INSU) (“Insituform” or “the Company”) today announced that its Board of Directors has reviewed the Company’s strategic options and has unanimously concluded that execution of the Company’s business plan and hiring a new Chief Executive Officer are the best ways to enhance stockholder value. The Board worked closely with management to conduct its review and analysis, while also drawing upon input received from outside advisors, including the recommendations of its independent financial advisor, Merrill Lynch & Co.

Alfred L. Woods, Insituform’s Chairman, said, “Our Board and management team regularly review and consider the Company’s strategic options, often in consultation with outside advisors, to determine how best to enhance value for our stockholders. During the past several months in particular, we have worked together with our financial advisors, including, most recently, Merrill Lynch & Co., to carefully evaluate Insituform’s businesses, its capital structure and the markets we serve. Merrill Lynch reviewed our current business plan and a number of alternative scenarios, and evaluated a variety of potential financial and strategic alternatives, and made a detailed presentation to our Board.  We also spoke with many of our stockholders about the Company’s business plan, including the hiring of a Chief Executive Officer, and the opportunities available to Insituform. As a result of this process, our Board unanimously concluded that execution of the Company’s business plan and hiring a new Chief Executive Officer are the best ways to enhance stockholder value.”

“Insituform’s prospects are robust, despite the continued weakness in the U.S. sewer repair and rehabilitation market,” continued Mr. Woods.  “Insituform has a market leading position in the U.S., which we expect will continue to provide a stable revenue base, as well as significant opportunities for growth as existing U.S. sewer and water infrastructure continues to age. We remain focused on continuing to rationalize overhead and improve margins through disciplined contracting practices and ongoing cost reduction efforts.  As previously disclosed, we anticipate achieving a total of $12 million in annual savings by the end of 2008, of which approximately $4 million will be reinvested in other strategic initiatives.”

“We also continue to see important opportunities to diversify the Company’s business by exploiting high growth opportunities, as well as by expanding in international markets where demand is burgeoning and competition is more limited,” added Mr. Woods.  “We are excited about the growth prospects for Insituform Blue®, our potable water pipe rehabilitation business, both in North America and internationally. Our recently announced $4.25 million contract win to rehabilitate a century-old water main line running beneath New York’s Madison Avenue demonstrates the great potential of our clean water strategy. Our United Pipeline Systems division, which offers gas and oil pipeline rehabilitation throughout the world, is also growing profitably and expanding its international reach to areas where the sustained escalation of metal prices and strong investment by oil companies continues to drive demand. Additionally, we see opportunities to increase our market share in more mature markets around the world. The Company has expanded its management team to further penetrate and integrate our European business.  We are also employing a disciplined venturing strategy to identify products and services that complement our existing businesses and that can be acquired or licensed for marketing through our global distribution network.”

“We are committed to delivering sustainable and profitable growth and enhanced value to our stockholders,” added Mr. Woods, “and we are confident we now have the management team in place to deliver these results.  While our Board has completed this recent review, it will continue to closely monitor the Company’s financial and operational performance, as well as measure progress in executing the business plan. To that end, we remain open to evaluating new strategic opportunities that may arise. This could include both acquisitions and divestitures, depending upon the circumstances.”

In a related announcement today, John J. (“Joe”) Burgess was appointed the Company’s President and Chief Executive Officer and a member of the Board of Directors and the Strategic Planning Committee of the Board of Directors, effective April 14, 2008.

“We are fortunate to have a new leader in Joe Burgess to guide the Company forward and help build on our strengths,” continued Mr. Woods.  “Joe brings to Insituform a strong base of experience in strategic planning, operations management and customer service. I am confident that his vision and experience, combined with our industry-leading proprietary technologies and services, our hard-working and talented employees and our strong customer relationships, will enable us to execute on our strategy, capitalize on the growth opportunities we see and drive stockholder value.”

Mr. Burgess said, “I am excited to be joining Insituform as its new President and CEO.  I have reviewed the Company’s business plan and imperatives and am enthusiastic about the direction in which Insituform is headed.  I look forward to identifying additional ways to profitably grow the Company and improve its operational performance to create value for its stockholders.”

About Insituform

Insituform Technologies, Inc. is a leading worldwide provider of proprietary technologies and services for rehabilitating sewer, water and other underground piping systems without digging and disruption. More information about the Company can be found on its Internet site at www.insituform.com.

Additional Information

Insituform Technologies, Inc. and its directors and executive officers may be deemed to be participants in the solicitation of proxies from its stockholders in connection with its 2008 Annual Meeting of Stockholders.  Insituform has filed a preliminary proxy statement with the Securities and Exchange Commission and will file a definitive proxy statement and other relevant documents concerning the proposals to be presented at the 2008 Annual Meeting.  THE PROXY STATEMENT CONTAINS IMPORTANT INFORMATION ABOUT INSITUFORM AND THE 2008 ANNUAL MEETING OF STOCKHOLDERS.  Insituform’s stockholders are strongly advised to read the definitive proxy statement, and any amendments or supplements thereto, and other materials filed by Insituform in connection with the 2008 Annual Meeting of Stockholders.  When filed, the definitive proxy statement, and any amendments or supplements thereto, and other materials filed by Insituform will be available free of charge on the Securities and Exchange Commission’s website at www.sec.gov or on Insituform’s website at www.insituform.com under Investors/SEC.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements.  The Company makes forward-looking statements in this news release that represent the Company’s beliefs or expectations about future events or financial performance.  These forward-looking statements are based on information currently available to the Company and on management’s beliefs, assumptions, estimates and projections and are not guarantees of future events or results.  When used in this document, the words “anticipate,” “estimate,” “believe,” “plan,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements.  Such statements are subject to known and unknown risks, uncertainties and assumptions, including those referred to in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the Securities and Exchange Commission on March 10, 2008.  In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur.  In addition, our actual results may vary materially from those anticipated, estimated, suggested or projected.  Except as required by law, we do not assume a duty to update forward-looking statements, whether as a result of new information, future events or otherwise.  Investors should, however, review additional disclosures made by the Company from time to time in its periodic filings with the Securities and Exchange Commission.  Please use caution and do not place reliance on forward-looking statements.  All forward-looking statements made by the Company in this news release are qualified by these cautionary statements.

Insituform®, the Insituform® logo and Insituform Blue®are the registered trademarks of Insituform Technologies, Inc. and its affiliates.

CONTACT:

Insituform Technologies, Inc.

David A. Martin, Vice President and Chief Financial Officer

636-530-8000

Matthew Sherman / Jeremy Jacobs

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449