Insituform Technologies, Inc. Senior Management Deferred Compensation Plan

Exhibit 10.13

Insituform Technologies, Inc.

Senior Management Voluntary Deferred Compensation Plan

(Amended and Restated as of January 1, 2008)

Insituform Technologies, Inc.

Senior Management Deferred Compensation Plan

(Amended and Restated as of January 1, 2008)

Insituform Technologies, Inc.

Senior Management Deferred Compensation Plan

(Amended and Restated as of January 1, 2008)

WHEREAS, Insituform Technologies, Inc. initially established the Senior Management Voluntary Deferred Compensation Plan as of February 1, 1999; and

WHEREAS, the Senior Management Voluntary Deferred Compensation Plan is designed to provide certain executives of Insituform Technologies, Inc. with deferred compensation benefits in recognition of their dedicated and valuable service to Insituform Technologies, Inc.;

WHEREAS, the Board has the right to amend the Senior Management Voluntary Deferred Compensation Plan in Section 9.1 thereof;

WHEREAS, the Board now deems it necessary and desirable to amend and restate the Senior Management Voluntary Deferred Compensation Plan in its entirety in order to comply with the recently enacted provisions contained in Code Section 409A and Treasury Regulations issued thereunder (“Treasury Regulations”), and to make certain other design changes to Plan.

AMENDMENT OF PLAN AND EFFECTIVE DATE

NOW, THEREFORE, Insituform Technologies, Inc. does hereby adopt this amended and restated plan which shall be known as the Insituform Technologies, Inc. Senior Management Voluntary Deferred Compensation Plan (Amended and Restated as of January 1, 2008) which shall be effective as of January 1, 2008 and which shall be governed by the terms contained therein.

The rights, benefits and features of this document shall apply only on and after January 1, 2008 or such other date as may be specified or required by law or expressly provided within the document. Although employers are not required to comply with the Treasury Regulations prior to January 1, 2009, for the period beginning January 1, 2005 and ending December 31, 2008, employers are required to operate nonqualified deferred compensation plans subject to Code Section 409A in a manner that represents a reasonable good faith interpretation of the statute. Therefore, except as otherwise required by the Code Section 409A “good faith” standard and notwithstanding any provision of this document to the contrary, an individual who incurred a termination of employment prior to January 1, 2008 shall have his or her benefit determined solely by the terms and provisions of the document applicable to such individual in effect prior to January 1, 2008. An individual who incurs a termination of employment on or after January 1, 2008 shall have his or her benefit determined in accordance with the terms and conditions of this document.

Article 1 DEFINITIONS

Unless the context plainly requires a different meaning, when capitalized, the words and phrases contained in this Plan shall have the meanings set forth in this Article 1.

1.1 Beneficiary. The person, persons or entity as designated by the Participant, entitled under Article 5 to receive any Plan benefits payable after the Participant’s death.

1.2 Board. The Board of Directors of Insituform Technologies, Inc.

1.3 Change in Control. The occurrence of any of the following events:

(a) Any one person or group (as determined under Treasury Regulation Section 1.409A-3(i)(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 Section 1.3(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 Treasury Regulation §1.409A-3(i)(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 percent (30%) 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 Treasury Regulation Section 1.409A-3(i)(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 the gross fair market value 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.

1.4 Code. The Internal Revenue Code of 1986 as amended from time to time. References to a Code section shall be deemed to refer to that section as it now exists and to any successor provision.

1.5 Committee. The Committee shall consist of the Chief Financial Officer, the Vice-President of Human Resources and the Chief Administrative Officer of Insituform Technologies, Inc., and such other persons as the Committee may from time to time appoint.

1.6 Company. Insituform Technologies, Inc., a Delaware corporation, and any directly or indirectly 100% owned or affiliated U.S.-based subsidiary corporations, any other affiliate designated by the Board, or any successor to the business of any of the foregoing if such successor is a U.S.-based entity.

1.7 Compensation. The (1) base salary and commissions payable to and (2) bonus or incentive compensation (excluding amounts attributable to any quarterly incentive plans) earned by a Participant with respect to employment services performed for the Company by the Participant and considered to be “wages” for purposes of federal income tax withholding. For purposes of this Plan only, Compensation shall be calculated before reduction for any amounts deferred by the Participant pursuant to the Company’s tax qualified plans which may be maintained under Code Section 401(k) or Code Section 125 or pursuant to this Plan or any other non-qualified plan which permits the voluntary deferral of compensation. Inclusion of any other forms of compensation is subject to Committee approval.

1.8 Deferral Commitment. A commitment made by a Participant to defer a portion of Compensation as set forth in Article 2. The Deferral Commitment shall apply to salary and/or bonus payable to a Participant, and shall specify the Sub-account 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. A Deferral Commitment shall remain in effect until amended or revoked as provided under Section 2.2(b).

1.9 Deferral Period. Each calendar year.

1.10 Deferred Compensation Account. The separate account maintained on the books of the Company used solely to calculate the amount payable to each Participant under this Plan and shall not constitute a separate fund of assets. A Participant’s Deferred Compensation Account may include one or more of the following Sub-accounts:

(a) Retirement Account, and

(b) In-Service Account.

1.11 Determination Date. Any date on which the New York Stock Exchange is open for business.

1.12 Disability.

(a) The Participant’s inability to engage in any substantial gainful activity 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; 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 the Company.

1.13 Discretionary Contribution. The voluntary Company contribution credited to a Participant’s Retirement Account pursuant to Section 3.5.

1.14 Initial Eligibility Date. The first day of the calendar quarter immediately following notification to such employee by the Committee of eligibility to participate in the Plan.

1.15 In-Service Account. The Sub-account representing the portion of a Participant’s Deferred Compensation Account attributable to the Participant’s deferrals pursuant to Section 2.2.

1.16 Form of Payment Designation. The form prescribed by the Committee and completed by the Participant, indicating the chosen form of payment for benefits payable from the applicable Sub-account, as elected by the Participant.

1.17 401(k) Plan. The Insituform Technologies, Inc. 401(k) Profit Sharing Plan, or any other successor defined contribution plan maintained by the Company that qualifies under Code Section 401(a) and satisfies the requirements of Code Section 401(k).

1.18 Matching Contribution. The Company contribution credited to a Participant’s Retirement Account pursuant to Section 3.4.

1.19 Participant. Any employee who is eligible to participate in this Plan pursuant to Section 2.1 and who has elected to defer Compensation under this Plan in accordance with Article 2. Such employee shall remain a Participant in this Plan for the period of deferral and until such time as all benefits payable under this Plan have been paid in accordance with the provisions hereof.

1.20 Plan. This Senior Management Voluntary Deferred Compensation Plan (Amended and Restated as of January 1, 2008), as amended from time to time.

1.21 Plan Year. The calendar year except for the first and last years in which the Plan operates, in which case the Plan Year shall be that portion of the first and last calendar years in which the Plan operated if less than 12 full months.

1.22 Retirement. A Participant’s Separation from Service after attaining age 55 with at least 10 years of service with the Company.

1.23 Retirement Account. The Sub-account representing the portion of the Participant’s Deferred Compensation Account attributable to the Discretionary Contributions pursuant to Section 3.5, Matching Contributions pursuant to Section 3.4 and/or Participant’s deferrals pursuant to Section 2.2.

1.24 Return. The amount credited to a Participant’s Sub-accounts on each Determination Date, which shall be based on the Valuation Funds chosen by the Participant as provided in Section 1.28 and in a manner consistent with Section 3.3. Such credits to a Participant’s Sub-accounts may be either positive or negative to reflect the increase or decrease in value of the Sub-accounts in accordance with the provisions of this Plan.

1.25 Separation from Service. Termination of a Participant’s employment with the Company for any reason whatsoever, which termination must constitute a separation from service within the meaning of Treasury Regulation Section 1.409A-1(h) in order to meet this definition of Separation from Service.

1.26 Specified Employee. An employee who satisfies the definition of specified employee within the meaning of Treasury Regulation Section 1.409A-1(i).

1.27 Sub-account. A sub-account of a Participant’s Deferred Compensation Account representing either the Participant’s In-Service Account or the Participant’s Retirement Account.

1.28 Valuation Funds. One or more of the independently established funds or indices that are identified and listed by the 401(k) Plan Committee. These Valuation Funds are used solely to calculate the Return that is credited to each Participant’s applicable Sub-accounts in accordance with Article 3, 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.

Article 2 ELIGIBILITY AND PARTICIPATION

2.1 Eligibility and Participation

(a) Eligibility . Eligibility to participate in the Plan shall be limited to senior management employees 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 provided for such year under Code Section 414(q) ($105,000 for 2008).

(b) New Participants . An employee’s participation in the Plan may begin on his or her Initial Eligibility Date.

(c) Election Procedure . Except with respect to the Plan Year in which an employee first becomes a Participant, an election by a Participant to defer Compensation for services performed in a particular Plan Year must be made before the close of the Plan 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 Plan Year in which an employee becomes a Participant, a Participant may submit a Deferral Commitment at any time after he or she is notified of eligibility to participate in the Plan and before his or her Initial Eligibility Date. Any such Deferral Commitment shall only be effective for Compensation that is paid for services to be performed in such Plan Year subsequent to the delivery of the initial Deferral Commitment. In the event an employee does not submit a Deferral Commitment prior to his or her Initial Eligibility Date, he or she shall next be entitled to submit such forms with respect to Compensation for services performed in the Plan Year immediately following the Plan Year in which the employee first becomes eligible to participate pursuant to the first sentence of this Section 2.1(b).

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

(a) Form of Deferral Commitment . Except as provided in Section 2.1(c), a Deferral Commitment shall be made with respect to Compensation 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 Sub-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 the Sub-accounts among the various available Valuation funds.

(b) Period of Commitment . Once a Participant has made a Deferral Commitment, that Commitment shall remain in effect for the next succeeding Deferral

Period and shall remain in effect for all future Deferral Periods unless revoked or amended in writing by the Participant and delivered to the Committee no later than fifteen (15) days prior to the beginning of a subsequent Deferral Period.

2.3 Limitations on Deferral Commitments. The following limitations shall apply to a Deferral Commitment, subject to amendment by the Committee upon providing written notice to all Participants:

(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.

(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.

2.4 Commitment Limited by Termination. If a Participant terminates employment with the Company prior to the end of the Deferral Period, the Deferral Period shall end as of the date of termination.

2.5 Modification of Deferral Commitment. A Deferral Commitment shall be irrevocable by the Participant during a Deferral Period.

2.6 Change in Employment Status. If it is determined that a Participant no longer meets the eligibility requirements of Section 2.1, the Participant’s existing Deferral Commitment shall terminate at the end of the Deferral Period in which such determination is made. 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 Section 2.1.

Article 3 DEFERRED COMPENSATION ACCOUNT

3.1 Accounts. The Compensation deferred by a Participant under the Plan, any Matching Contributions, Discretionary Contributions and Return shall be credited to the Participant’s Deferred Compensation Account. Separate Sub-accounts shall be maintained to reflect the different deferral allocations and distribution dates chosen by the Participant, and the Participant shall designate the portion of each deferral that will be credited to the applicable Sub-accounts as set forth in Section 2.2(a). The Deferred Compensation Account shall be used solely for bookkeeping purposes to calculate the amount payable to each Participant under this Plan and shall not constitute a separate fund of assets.

3.2 Timing of Credits.

(a) A Participant’s deferred Compensation shall be credited to the Sub-account designated by the Participant within fifteen (15) days after which the Compensation deferred would have otherwise been payable to the Participant.

(b) Any Discretionary Contributions and any Matching Contributions relating to such deferred Compensation