Edgar Filing: INSITUFORM TECHNOLOGIES INC

SCHEDULE 14A INFORMATION

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INSITUFORM TECHNOLOGIES, INC.
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INSITUFORM TECHNOLOGIES, INC.
------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 30, 2002

------------------------

TO THE OWNERS OF COMMON STOCK
OF INSITUFORM TECHNOLOGIES, INC.:

You are invited to attend Insituform Technologies, Inc.'s 2002 Annual
Meeting of Stockholders. The meeting will be held on Thursday, May 30, 2002, at
9:00 a.m. (local time) at Insituform's Training Center, 580 Goddard Avenue,
Chesterfield, Missouri.

The purposes of this year's meeting are:

(1) to elect nine directors, and

(2) to transact any other business that may properly come before the
meeting or any adjournment(s) of the meeting.

The Board of Directors set April 11, 2002 as the record date for the
meeting. This means that if you are an owner of Insituform common stock at the
close of business on that date, you are entitled to receive this notice of the
meeting, and to vote at the meeting and any adjournment(s) of the meeting.

If you do not expect to attend the meeting, please mark, sign, date and
return the enclosed proxy card in the postage-paid envelope, so that your vote
can be recorded.

By Order of the Board of Directors

THOMAS A. A. COOK
Secretary

Chesterfield, Missouri
April 29, 2002

PROXY STATEMENT

Insituform Technologies, Inc.'s Board of Directors is mailing this proxy
statement and the proxy card to you to solicit proxies on its behalf to be voted
at Insituform's 2002 Annual Meeting of Stockholders, and at any adjournment(s)
of the meeting. This proxy statement and the proxy card were first mailed on
April 29, 2002. The meeting will be held on Thursday, May 30, 2002 at 9:00 a.m.
(local time) at Insituform's Training Center, 580 Goddard Avenue, Chesterfield,
Missouri, for the purposes set forth in the accompanying Notice.

All costs relating to the solicitation of proxies will be borne by
Insituform. Proxies may be solicited by officers, directors and regular
employees of Insituform and its subsidiaries personally, by mail or by
telephone, and Insituform may pay brokers and other persons holding shares of
stock in their names or those of their nominees for the reasonable expenses in
sending soliciting material to their principals.

Insituform's executive office is located at 702 Spirit 40 Park Drive,
Chesterfield, Missouri 63005.

TABLE OF CONTENTS

Questions and Answers about the Meeting and Voting.......... 2
Proposal 1: Election of Directors........................... 3
Certain Information Concerning Nominees and Directors..... 4
Board Meetings and Committees............................. 5
Director Compensation....................................... 6
Executive Compensation...................................... 7
Summary Compensation Table................................ 7
Option Grant Table........................................ 8
Aggregate Option Exercises and Year-End Option Table...... 9
Long-term Incentive Plan Awards Table..................... 9
Certain Agreements with Directors and Executive Officers.... 9
Joint Report of Compensation Committee and Board of
Directors on Executive Compensation....................... 10
Compensation Committee Interlocks and Insider
Participation............................................. 13
Report of the Audit Committee............................... 14
Independent Public Accountants.............................. 15
Performance Graph........................................... 15
Information Concerning Certain Stockholders................. 16
Section 16(a) Beneficial Ownership Reporting Compliance..... 18
Other Matters............................................... 18
Stockholder Proposals....................................... 18

QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING

WHO MAY VOTE?

You may vote if you owned shares at the close of business on April 11,
2002. You are entitled to one vote for each share you owned on that date on
each matter presented at the meeting. As of April 11, 2002, Insituform had
26,543,017 shares of class A common stock, $.01 par value, outstanding.
Insituform has no class or series of voting stock outstanding other than
the common stock.

WHAT AM I VOTING ON?

- You are voting to elect nine directors. Each director, if elected, will
serve a term of one year and until his or her successor has been elected
and has qualified.

The Board of Directors recommends a vote "FOR" this proposal.

- In addition, you may vote on other business, if it properly comes before
the meeting, or any adjournment(s) of the meeting.

HOW DO I VOTE?

- By Written Proxy: You can vote by written proxy. If you sign and return
the enclosed proxy card, the shares represented by the proxy will be
voted in accordance with the terms of the proxy, unless you subsequently
revoke your proxy. You can return your proxy card in the enclosed
envelope, which requires no postage if mailed in the U.S.

- In Person: If you are a record stockholder, you can vote in person at
the meeting.

WHAT IS THE DIFFERENCE BETWEEN A RECORD STOCKHOLDER AND A STOCKHOLDER WHO HOLDS
SHARES IN STREET NAME?

- If your shares are registered in your name, you are a record stockholder.

- If your shares are in the name of your broker or bank, your shares are
held in street name.

WHAT VOTE IS REQUIRED TO ELECT DIRECTORS?

Directors are elected by a plurality vote. That means that the nine
nominees who receive the most votes are elected. A majority vote is not
required.

CAN I REVOKE MY PROXY?

Yes. You can revoke your proxy by:

- giving written notice to Insituform's Secretary prior to the actual
vote at the meeting,

- delivering a later-dated proxy card at the meeting, or

- voting in person at the meeting.

WHAT IS THE RECORD DATE AND WHAT DOES IT MEAN?

The record date for the 2002 Annual Meeting of Stockholders is April 11,
2002. The record date is set by the Board of Directors, as required by
Delaware law. Record stockholders at the close of business on the record
date are entitled to:

- receive notice of the meeting, and

- vote at the meeting, and at any adjournment(s) of the meeting.

WHAT IF I DO NOT SPECIFY MY VOTE WHEN I RETURN MY PROXY?

You should specify your choice for each matter on the enclosed proxy card.
If no specific instructions are given, proxies that are signed and returned
will be voted FOR the election of all director nominees.

HOW ARE DESIGNATIONS TO WITHHOLD AUTHORITY AND BROKER NON-VOTES COUNTED?

If you designate on the proxy that you "withhold authority" to vote for a
nominee or nominees, your shares will be counted as present for the purpose
of determining the presence or absence of a quorum for transacting business
at the meeting.

Broker non-votes will be counted as present for the purpose of determining
the presence or absence of a quorum to the extent that such shares are
voted on any matter presented at the meeting. A "broker non-vote" occurs
when a broker or nominee holding shares for a beneficial owner does not
vote on a particular proposal because the broker or nominee:

- has not received voting instructions on a particular matter from the
beneficial owner or persons entitled to vote, and

- does not have the discretionary voting power on the matter.

As discussed above, a plurality of the votes cast is required for the
election of directors, which means that the nominees with the nine highest
vote totals will be elected as directors. As a result, a broker non-vote or
the withholding of a proxy's authority will have no effect on the outcome
of the vote in the election of directors.

WHAT IS A QUORUM?

A quorum must be present in person or by proxy in order to transact
business at the meeting. A majority of the issued and outstanding shares of
common stock present in person or by proxy constitutes a quorum for this
purpose.

PROPOSAL 1:

ELECTION OF DIRECTORS

At the meeting, stockholders will elect nine directors, each to serve a
term of one year and until a successor is elected and qualified. It is the
intention of each of the persons named in the accompanying form of proxy to vote
the shares represented thereby in favor of the nine nominees listed under
"Certain Information Concerning Nominees and Directors" below, unless otherwise
instructed in the proxy. Each director nominee, other than John P. Dubinsky, is
presently serving as a director of Insituform. Insituform's Board of Directors
has no reason to believe that any of the director nominees will be unable or
will decline to serve. If, however, any nominee should become unable or
unwilling to serve, the persons named in the accompanying form of proxy will
vote the shares represented by the proxy for another person duly nominated by
the Board to act in the nominee's place, or, if no other person is so nominated,
to vote the shares only for the remaining nominees.

Russell B. Wight, Jr. was a member of Insituform's Board during a portion
of the fiscal year ended December 31, 2001. Mr. Wight resigned from the Board
effective as of February 22, 2001.

CERTAIN INFORMATION CONCERNING NOMINEES AND DIRECTORS

Certain information concerning the nominees for election as directors is
set forth below. This information was furnished to Insituform by the nominees.

ROBERT W. AFFHOLDER(1) Director since 1995
Age 66

Senior Executive Vice President of Insituform since 1996; Senior Vice
President -- Chief Operating Officer of North American Contracting
Operations of Insituform from 1995 to 1996; Vice Chairman and President,
Insituform Mid-America, Inc., until 1995; Director: H.E.R.C. Products
Incorporated (a company that cleans water lines and bilge piping on
ships).

Member of Insituform's Strategic Planning Committee and Non-Insider
Stock Option Committee.

PAUL A. BIDDELMAN(1) Director since 1988
Age 56

President, Hanseatic Corporation (private investment company) since
1997, and Treasurer until 1997; Director: Celadon Group, Inc., Six
Flags, Inc., Star Gas LLC (general partner of Star Gas Partners, L.P.),
SystemOne Technologies Inc.

Chair of Insituform's Audit Committee.

STEPHEN P. CORTINOVIS(1) Director since 1997
Age 52

Partner, Bridley Capital Partners (private equity firm); Vice President
International and President -- Europe, Emerson Electric Co. from prior
to 1997 until 2001.

Chair of Insituform's Compensation Committee.

JOHN P. DUBINSKY(1) New Nominee
Age 58

President and Chief Executive Officer of Westmoreland Associates, LLC
since 1999; President Emeritus of Firstar Bank from 1999 until 2001;
Chairman, President and Chief Executive Officer of Mercantile Bank from
1997 until its merger with Firstar in 1999; previously President and CEO
of Mark Twain Bancshares, Inc.; Chairman: BJC HealthCare; Trustee:
Barnes-Jewish Hospital, Washington University.

JUANITA H. HINSHAW(1) Director since 2000
Age 57

Senior Vice President and Chief Financial Officer of Graybar Electric
Company, Inc. (electrical and communications distributor) since 2000;
Chief Financial Officer, Highlights of Ophthalmology International, Inc.
(publishing company) from 1999 until 2000; Vice President and Treasurer,
Monsanto Company from before 1997 to 1999; Director: Graybar Electric
Company, Inc.

Member of Insituform's Audit Committee and Compensation Committee.

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(1) No family relationship exists between any of the directors or executive
officers of Insituform.
4

ANTHONY W. HOOPER(1) Chairman of the Board since 1997
Age 54

Insituform's President since 1996; prior to 1996, Senior Vice
President -- Marketing and Technology of Insituform.

Chair of Insituform's Strategic Planning Committee and Non-Insider Stock
Option Committee.

THOMAS N. KALISHMAN(1, 2) Director since 1998
Age 38

Private Investor; Chairman of the Board of Maverix.net, Inc. (a
telecommunications company) since 1999; President of Insituform's United
Pipeline Systems division during 1998; Director -- East Group of North
American Pipe Rehabilitation of Insituform from 1997 to 1998; Operations
Manager -- Southeast Region of Insituform until 1996.

Member of Insituform's Strategic Planning Committee.

SHELDON WEINIG(1) Director since 1992
Age 74

Adjunct Professor at Columbia University since before 1997 and at State
University of New York, Stony Brook since before 1997; Consultant, Sony
Engineering and Manufacturing of America until 1996; Director:
Intermagnetics General Corporation.

Member of Insituform's Audit Committee.

ALFRED L. WOODS(1) Director since 1997
Age 58

President, Woods Group (a management consulting company) since before
1997; Director: Clutchmobile, Inc. (distributor of automotive parts,
specializing in drive train components).

Member of Insituform's Compensation Committee.
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(1) No family relationship exists between any of the directors or executive
officers of Insituform.

(2) Maverix.net, Inc. filed for bankruptcy in January 2001.

BOARD MEETINGS AND COMMITTEES

During the year ended December 31, 2001, Insituform's Board of Directors
held nine meetings. No director attended fewer than 75% of the aggregate number
of Board meetings and meetings of committees of the Board on which the director
served during 2001. The Insituform Board has an Audit Committee, a Compensation
Committee, a Strategic Planning Committee and a Non-Insider Stock Option
Committee. The Board dissolved its Nominating Committee in 2000. Currently, the
Board acts as a nominating committee. Stockholders also may make nominations for
directors. Stockholders wishing to propose nominees for consideration at the
2003 Annual Meeting of Stockholders must comply with a by-law provision dealing
with nominations. For a discussion of the nominating procedures, see
"Stockholder Proposals."

The members of the Board's Audit Committee are Paul A. Biddelman (Chair),
Juanita H. Hinshaw and Sheldon Weinig. The Audit Committee is responsible for
overseeing that management fulfills its responsibilities in connection with the
preparation of the consolidated financial statements of Insituform and its
subsidiaries. The committee's functions include making recommendations to the
Board regarding the engaging and discharging of Insituform's independent
auditors, reviewing with the independent auditors the plan and the results of
the auditing engagement, reviewing the scope and results of Insituform's
procedures for internal auditing, approving the professional services provided
by the independent auditors and reviewing the independence of the independent
auditors. During the year ended December 31, 2001,

the Audit Committee held six meetings. The Board has adopted a written charter
for the Audit Committee. A copy of the charter was included as an appendix to
Insituform's 2001 proxy statement.

The members of the Board's Compensation Committee are Stephen P. Cortinovis
(Chair), Juanita H. Hinshaw and Alfred L. Woods. The functions of the
Compensation Committee include establishing performance-based compensation for
Insituform's executive officers and making recommendations to the Board
regarding the salaries, bonuses, fringe benefits or compensation of any kind for
Insituform's other senior management employees and directors. During the year
ended December 31, 2001, the Compensation Committee held four meetings.

The members of the Board's Strategic Planning Committee are Anthony W.
Hooper (Chair), Robert W. Affholder and Thomas N. Kalishman. The role of the
committee is to review and to make recommendations to the Board regarding
Insituform's strategy and strategic planning process. During the year ended
December 31, 2001, the Strategic Planning Committee held one meeting.

The members of the Board's Non-Insider Stock Option Committee are Anthony
W. Hooper (Chair) and Robert W. Affholder. After the Board approves an aggregate
number of option grants, the Non-Insider Stock Option Committee makes specific
grants of stock options under the 2001 Employee Equity Incentive Plan (the "2001
Employee Plan") to employees who are not subject to Section 16 of the Securities
Exchange Act of 1934, as amended. During the year ended December 31, 2001, the
Non-Insider Stock Option Committee acted four times by unanimous written
consent.

DIRECTOR COMPENSATION

Each director of Insituform who is not an Insituform employee receives
compensation in the amount of $16,000 per annum and $1,500 per Board meeting, or
Board committee meeting, attended by such director ($750 in the case of
telephonic meetings and committee meetings held in conjunction with Board
meetings), plus reimbursement of his or her expenses. Directors who are
operating officers of Insituform do not receive any additional compensation for
their service as director.

In addition, on March 19, 2001, Insituform granted options under its 1992
Director Stock Option Plan (the "1992 Director Plan") covering 7,500 shares of
common stock to each of the current directors, except Anthony W. Hooper,
Insituform's Chairman of the Board, President and Chief Executive Officer. All
of these options are currently exercisable at a price per share equal to $29.06,
the closing price per share of the common stock on The Nasdaq National Market on
the date of grant, and expire ten years from the date of grant. Mr. Hooper was
granted 75,072 options under the 1992 Director Plan on March 19, 2001.
One-quarter of Mr. Hooper's options were immediately exercisable. The remainder
become exercisable in three equal annual installments thereafter. These options
are exercisable at a price per share of $29.06 and they expire seven years from
the grant date.

On May 10, 2001, Insituform stockholders approved the adoption of the 2001
Employee Plan and the 2001 Non-Employee Director Equity Incentive Plan (the
"2001 Director Plan"). These plans replaced the 1992 Employee Stock Option Plan
(the "1992 Employee Plan") and the 1992 Director Plan. Following the May 2001
stockholder vote, the Board ceased grants under the 1992 Director Plan and the
1992 Employee Plan. Currently, grants to non-employee directors would be made
under the 2001 Director Plan. Grants to Messrs. Affholder, Hooper and Kalishman,
directors that are also Insituform employees, would be made under the 2001
Employee Plan.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain information with respect to
compensation for each of Insituform's last three completed fiscal years of
Insituform's chief executive officer and other current executive officers.

LONG-TERM
COMPENSATION
-----------------------
AWARDS PAYOUTS(3)
---------- ----------
ANNUAL COMPENSATION NUMBER OF
------------------------------------------------ SECURITIES
FISCAL OTHER UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY(1) BONUS COMPENSATION(2) OPTIONS(#) PAYOUTS COMPENSATION
--------------------------- ------ --------- -------- --------------- ---------- ---------- ------------

Anthony W. Hooper......... 2001 $519,584 $ -- $ -- 75,072 $ -- $ 8,095(4)
Chairman of the Board, 2000 460,417 350,625 -- 50,000 -- 16,429
President and Chief 1999 420,833 425,000 -- 35,000 -- 16,199
Executive Officer
Robert W. Affholder....... 2001 125,000 -- -- 7,500 -- 3,810(5)
Senior Executive 2000 125,000 -- -- 7,500 -- 10,060
Vice President 1999 125,000 -- -- -- -- 10,341
Joseph A. White........... 2001 245,250 -- -- 17,132 -- 7,322(6)
Vice President -- 2000 220,417 114,067 -- 17,400 -- 15,782
Chief Financial Officer 1999 73,320 41,098 144,417(7) 15,000 -- 15,310
Carroll W. Slusher........ 2001 237,500 -- -- 20,109 -- 7,272(8)
Vice President -- 2000 197,833 120,000 -- 17,400 -- 15,732
North America 1999 185,833 101,010 -- 15,000 -- 16,349
Antoine Menard............ 2001 133,261(9) -- -- 5,900 -- --
Vice President -- 2000 118,305 7,724 -- 6,500 -- --
Europe 1999 122,526 75,165 -- 10,000 -- --
Thomas A. A. Cook......... 2001 208,333 -- -- 13,525 -- 7,104(10)
Vice President -- 2000 62,180 31,554 -- 15,000 -- 2,126
General Counsel 1999 -- -- -- -- -- --

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(1) Includes amounts earned but deferred at the election of the executive under
Insituform's non-qualified deferred compensation plan.

(2) Excludes perquisites and other personal benefits unless the aggregate
amount of such compensation exceeds the lesser of either $50,000 or 10% of
the total of annual salary and bonus reported for the named executive
officer.

(3) The Long-Term Incentive Plan was adopted by the Board and approved by
stockholders in 2001. The first performance period began in 2001 and will
end in 2003. No payouts were made under the Long-Term Incentive Plan during
2001.

(4) Represents $6,800 in employer-matching contributions under Insituform's
401(k) Profit-Sharing Plan, and $1,295 in term life insurance premiums.

(5) Represents $2,917 in employer-matching contributions under the 401(k)
Profit-Sharing Plan, and $893 in term life insurance premiums.

(6) Represents $6,039 in employer-matching contributions under the 401(k)
Profit-Sharing Plan, $761 in employer-matching contributions under the
deferred compensation plan, and $522 in term life insurance premiums.

(7) Represents $85,345 paid pursuant to Insituform's Relocation Plan and
$59,072 in reimbursement of taxes.

(8) Represents $5,883 in employer-matching contributions under the 401(k)
Profit-Sharing Plan, $917 in employer-matching contributions under the
deferred compensation plan, and $472 in term life insurance premiums.

(9) Mr. Menard's salary for the year ended December 31, 2001 was 992,553 French
francs. Mr. Menard's salary was converted to U.S. dollars for purposes of
this table using the conversion rate on April 11, 2002.

(10) Represents $6,800 in employer-matching contributions under the 401(k)
Profit-Sharing Plan, and $304 in term life insurance premiums.

OPTION GRANT TABLE

The following table sets forth certain information regarding options
granted by Insituform during the year ended December 31, 2001 to the individuals
named in the Summary Compensation Table.

OPTION GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS POTENTIAL REALIZABLE
------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF STOCK
SECURITIES % OF TOTAL PRICE APPRECIATION
UNDERLYING OPTIONS GRANTED EXERCISE FOR OPTION TERM(2)
OPTIONS TO EMPLOYEES PRICE EXPIRATION ---------------------
NAME GRANTED(#) IN FISCAL YEAR(1) ($/SHARE) DATE 5% 10%
---- ---------- ----------------- --------- ---------- -------- ----------

Anthony W. Hooper....... 75,072(3) 12.3% $29.06 03/19/2008 $888,127 $2,069,714
Robert W. Affholder..... 7,500(4) 1.2% 29.06 03/19/2011 137,068 347,356
Joseph A. White......... 17,132(5) 2.8% 29.06 03/19/2011 313,099 793,454
Carroll W. Slusher...... 20,109(5) 3.3% 29.06 03/19/2008 237,896 554,399
Antoine Menard.......... 5,900(5) 1.0% 29.06 03/19/2011 107,826 273,254
Thomas A. A. Cook....... 13,525(5) 2.2% 29.06 03/19/2011 247,179 626,399

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(1) Includes options granted to Messrs. Hooper and Affholder under the 1992
Director Plan.

(2) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on arbitrarily assumed rates of stock price appreciation of 5% and
10% compounded annually from the date the respective options are granted to
their expiration date.

(3) These options were granted under the 1992 Director Plan. One-quarter of Mr.
Hooper's options were exercisable upon grant and the remainder become
exercisable in three equal annual installments thereafter.

(4) These options were granted under the 1992 Director Plan. Mr. Affholder's
options were immediately exercisable upon grant.

(5) These options were granted under the 1992 Employee Plan. One-quarter of the
options were exercisable upon grant and the remainder become exercisable in
three equal annual installments thereafter.

AGGREGATE OPTION EXERCISES AND YEAR-END OPTION TABLE

The following table sets forth certain information regarding exercises of
stock options, and stock options held as of December 31, 2001, by the
individuals named in the Summary Compensation Table.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES FISCAL YEAR-END(#) FISCAL YEAR-END($)(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------

Anthony W. Hooper......... 100,000 $2,219,326 281,518 117,554 $2,845,251 $438,356
Robert W. Affholder....... -- -- 39,000 -- 328,020 --
Joseph A. White........... -- -- 24,233 25,299 57,150 19,050
Carroll W. Slusher........ -- -- 39,977 27,532 377,775 41,775
Antoine Menard............ -- -- 25,725 10,175 310,755 27,850
Thomas A. A. Cook......... -- -- 10,880 17,645 -- --

---------------
(1) Calculated on the basis of the fair market value of the underlying
securities at fiscal year-end, minus the exercise price.

LONG-TERM INCENTIVE PLAN AWARDS TABLE

The following table sets forth certain information regarding awards made to
executive officers pursuant to Insituform's Long-Term Incentive Plan.

LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR(1)

NUMBER OF ESTIMATED
SHARES, UNITS FUTURE PAYOUTS(2)
OR OTHER PERFORMANCE OR OTHER PERIOD -------------------------------
NAME RIGHTS(3) UNTIL MATURATION OR PAYOUT THRESHOLD TARGET MAXIMUM
---- ------------- --------------------------- --------- -------- --------

Anthony W. Hooper......... -- 2001-2003 $210,000 $420,000 $840,000
Joseph A. White........... -- 2001-2003 56,250 112,500 225,000
Carroll W. Slusher........ -- 2001-2003 56,250 112,500 225,000
Thomas A. A. Cook......... -- 2001-2003 45,000 90,000 180,000

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(1) Under the Long-Term Incentive Plan, key executives designated by the
Compensation Committee are eligible to earn a deferred cash incentive award
based on Insituform's financial performance. Participants in the plan are
eligible to earn an award after the end of each performance cycle. New
cycles are expected to begin each year. No deferred cash incentive awards
were made under the Long-Term Incentive Plan in 2001.

(2) If Insituform's actual performance falls below certain parameters, no
payouts are made. The target amount is earned if performance targets are
achieved.

(3) Participants in the Long-Term Incentive Plan do not receive shares or units
of participation.

CERTAIN AGREEMENTS WITH DIRECTORS AND EXECUTIVE OFFICERS

In July 1998, Insituform entered into arrangements with Anthony W. Hooper,
Insituform's Chairman of the Board, President and Chief Executive Officer, which
replaced all prior arrangements with Mr. Hooper. Under these arrangements,
Insituform will endeavor to continue Mr. Hooper's tenure as

Chairman of the Board and a director of Insituform. In addition, the
arrangements provide for a base salary, subject to annual review, and an annual
bonus payment in an amount calculated as a percentage of base salary with a
center point objective of 50%, intended to provide an opportunity of up to twice
the center point. The base salary and annual bonus percentage have both been
increased after annual reviews. Those arrangements with Mr. Hooper also provide
that option grants become immediately exercisable in the event of specified
changes in control of Insituform. Further, Insituform provides Mr. Hooper with a
car allowance, reimbursement for one country club membership and medical and
life insurance benefits. Last, the arrangements provide that, in the event Mr.
Hooper's employment is terminated without "cause" or he resigns with "good
reason" (as defined therein), he will be entitled to base salary and bonus over
a period of 18 months (or 30 months, if following specified changes in control
of Insituform), subject to payment, at his election, in a lump sum at a
discounted rate, and in all cases, together with excise taxes due, if any, and
coverage during the foregoing period under Insituform's welfare plans (or
equivalent coverage).

In connection with Mr. Hooper's relocation to Insituform's headquarters
facilities in Chesterfield, Missouri, and in addition to the amounts extended to
Mr. Hooper under Insituform's Relocation Plan, in September 1997, Insituform
extended a loan to Mr. Hooper in the amount of $200,000, due on the fifth
anniversary thereof, or earlier in the event of cessation of employment. The
loan accrues interest after default at the rate of 1% per month, and does not
accrue interest prior to default except as specified therein.

In connection with Insituform's acquisition of Insituform Mid-America, Inc.
("IMA") in October 1995, Insituform entered into an employment agreement with
Robert W. Affholder. Under Mr. Affholder's agreement, as amended, which has been
extended through December 2002, Mr. Affholder serves as Senior Executive Vice
President of Insituform, receives an annual salary of $125,000, and devotes
one-half of his business time to Insituform's affairs. In the event of Mr.
Affholder's death, the agreement terminates automatically. In addition, it is
terminable by Insituform upon the failure of Mr. Affholder to perform his duties
thereunder owing to illness or other incapacity, if the illness continues for a
period of six months, or for other "cause" (as defined in the agreement). Mr.
Affholder's arrangements with Insituform entitle him to participate in medical
and other employee benefit plans and to the use of an automobile. Mr. Affholder
has also entered into a non-competition agreement with Insituform that expires
two years after all of Mr. Affholder's service to Insituform has ended.

Antoine Menard, Vice President-Europe of Insituform, is entitled to
severance upon termination, other than for specified causes, calculated as the
greater of twelve months' base salary or an amount prescribed by law.

JOINT REPORT OF COMPENSATION COMMITTEE AND BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION

The Compensation Committee of Insituform's Board of Directors consists of
three directors: Stephen P. Cortinovis (Chair), Juanita H. Hinshaw and Alfred L.
Woods, none of whom is an executive officer or employee of Insituform. The
Compensation Committee establishes performance-based compensation for
Insituform's executive officers and makes recommendations to the Board regarding
other compensation arrangements for Insituform's executive officers, including
the Chief Executive Officer. The Compensation Committee administers the 2001
Employee Plan, under which stock options may be awarded to executive officers.

The objectives of the Compensation Committee in establishing and
recommending executive compensation to the Board are:

- to offer levels of compensation which are competitive with those offered
by other companies in similar businesses,

- to compensate executives based on each executive's level of
responsibility and contribution to Insituform's business goals,

- to link compensation with Insituform's financial performance, and

- to align the interests of Insituform's executives with the interests of
Insituform's stockholders.

During the year ended December 31, 2001, the achievement of the foregoing
objectives was directed to the support of Insituform's principal business
strategies.

As a result of the foregoing objectives, the compensation program for
Insituform's executives, including its Chief Executive Officer, has been
formulated to consist principally of base salary, annual cash bonuses, long-term
cash bonuses and stock options, as described below.

Base Salary. The Compensation Committee evaluates executive base
salaries by level of responsibility, individual performances and
Insituform's performance, as well as by the need to provide a competitive
package that allows Insituform to retain key executives. At the
commencement of each year, the Chief Executive Officer, in consultation
with key executives, establishes individual performance objectives for the
ensuing year. After reviewing individual performance, Insituform's
performance and available information on salaries at other companies of
similar size (with particular focus on other construction-based
operations), the Chief Executive Officer makes recommendations to the
Compensation Committee concerning the base salaries of executive officers.

The Compensation Committee reviews and, with any changes it deems
appropriate, approves the recommendations of the Chief Executive Officer
for submission to the Board. Using the same review process, the
Compensation Committee makes decisions pertaining to the Chief Executive
Officer.

During the year ended December 31, 2001, remuneration as President and
Chief Executive Officer to Mr. Hooper was initially at the rate of $467,500
per annum. In March 2001, Mr. Hooper's base salary was increased to
$530,000 per annum in connection with the annual review of his performance,
at the recommendation of the Compensation Committee and upon authorization
of the full Board. Insituform also remains party to certain loan
arrangements extended to Mr. Hooper in connection with his relocation to
Chesterfield in July 1997, as described under "Certain Agreements with
Directors and Executive Officers" above.

Annual Cash Bonuses. Key employees can receive annual cash bonuses
based on the performance of Insituform as a whole, the employee's operating
unit and the employee compared to goals set at the beginning of the year.
The availability of the bonus is determined by actual performance compared
to the goals. The target amount of the bonus is established as a percentage
of the employee's salary, but can vary based on actual performance. The
Chief Executive Officer and the other executive officers participate in the
bonus program, but, because the Chief Executive Officer has responsibility
for Insituform as a whole, his bonus does not have an individual operating
unit component.

For the year ended December 31, 2001, the goals and target bonus
amounts were set by the Board for the Chief Executive Officer's at 70% of
his annual salary and for the other executive officers at 50% of their
respective annual salaries, based on a compensation study and the Board's
review of the Chief Executive Officer and other executive officers. As part
of Mr. Hooper's employment arrangements entered into in July 1998, he is
entitled to bonus payments in an amount calculated as a percentage of base
salary with a center point objective of 50%, intended to provide an
opportunity of up to twice the center point. The goals and target bonus
amounts for the Chief Executive Officer and the other executive officers
are now set by the Compensation Committee under the Long-Term Incentive
Plan described below.

Because of Insituform's actual financial performance during 2001, no
bonus amounts were paid to the Chief Executive Officer or the other
executive officers for the year ended December 31, 2001.

Long-term Cash Bonuses. A new Long-Term Incentive Plan was approved
by the stockholders at the 2001 annual stockholders meeting. The purpose of
the Long-Term Incentive Plan is to provide members of senior management of
Insituform and its affiliates with long-term incentive compensation based
on the level of achievement of financial and other performance criteria.
Any performance based
11

compensation can be paid in the form of cash bonuses or by the grant of a
benefit (other than stock options) under the 2001 Employee Plan. The
Long-Term Incentive Plan is intended to focus the interests of key
employees on the key measures of Insituform's success and to reward such
employees for achieving such key measures of Insituform's success. The
Long-Term Incentive Plan is intended to qualify compensation paid
thereunder as "qualified performance-based compensation" within the meaning
of Section 162(m) of the Internal Revenue Code of 1986, as amended.

Under the Long-Term Incentive Plan, the Compensation Committee
designates the participants in various incentive programs operated under
the Long-Term Incentive Plan for each fiscal year or other period set by
the Compensation Committee. Each incentive program can have its own
specific performance goals or targets and performance period. The
Compensation Committee establishes objective performance goals based upon
one or more of the following criteria, individually or in combination,
adjusted in such manner as the Compensation Committee determines in its
sole discretion:

- stock price - earnings per share
- sales - free cash flow
- return on equity - net income
- book value - individual performance
- expense management - business unit performance

The payment of any award pursuant to an incentive program under the
Long-Term Incentive Plan may be reduced by the Compensation Committee in
its sole discretion, and the granting of awards is subject to the
discretion of the Compensation Committee.

Based on a compensation study and a review of executive officer
performance, during the year ended December 31, 2001, the Compensation
Committee established the 2001-2003 Long-Term Executive Cash Performance
Program, with a performance period from 2001 through 2003. The participants
are the Chief Executive Officer, and Messrs. Cook, Slusher and White, each
of whom is an Insituform executive officer. The performance goals or
measures used are return on equity and EPS growth, with specific weighting
and targets set by the Compensation Committee. The target payout for the
Chief Executive Officer is $420,000.

Stock Options. The primary purpose of Insituform's stock option
program is to align the interests of Insituform's key employees, including
the executive officers, more closely with the interests of Insituform's
stockholders by offering key employees an opportunity to benefit from
increases in the market price of the common stock. Insituform's stock
option program provides long-term incentives that have enabled Insituform
to attract and retain key employees by encouraging their ownership of
Insituform's common stock. In connection with attracting new executive
management, Insituform has typically authorized the grant of options
effective upon commencement of employment.

The 2001 Employee Plan and the 2001 Director Plan were approved by the
stockholders at the 2001 annual stockholder meeting. Prior to the adoption
of the 2001 Employee Plan, options were granted by the Board to Messrs.
Hooper and Affholder under the 1992 Director Plan and to the executive
officers, other than Mr. Hooper, under the 1992 Employee Plan. Currently,
Insituform's executive officers, collectively, hold options under the 1992
Employee Plan and the 2001 Employee Plan and, in the case of Messrs. Hooper
and Affholder, under the 1992 Director Plan.

During the year ended December 31, 2001, Insituform authorized an
option grant under the 1992 Director Plan covering 75,072 shares to the
Chief Executive Officer in connection with his annual review for the prior
year. In February 2002, as a result of the annual review of performance for
2001, Insituform authorized an option grant under the 2001 Employee Plan to
the Chief Executive Officer covering 80,837 shares.

Executive officers, including the Chief Executive Officer, may also defer,
at their election, up to specified maximum amounts of compensation by
contribution of such amounts to a non-qualified, deferred

compensation plan. The plan allows for base pay deferral, when aggregated with
401(k) base pay contributions under the 401(k) Profit-Sharing Plan, of up to 15%
of base salary, and bonus deferral, in addition to 401(k) bonus contributions
under the 401(k) Profit-Sharing Plan, of up to 50% of bonus amounts. Under the
plan, Insituform will match the first 3% of contributions at a 100% rate, and
the next 2% of contributions at a 50% rate (limited to compensation up to
$160,000 per annum). Contributions under the plan increase by an amount to match
the performance of participant-selected indices. Insituform has the option to
actually invest participant contributions in whatever manner it chooses. Subject
to claims of creditors, Insituform will pay account balances to participants
after termination of employment based on their deferrals into the accounts and
the investment performance from their selected indices.

Section 162(m) ("Section 162") of the Internal Revenue Code of 1986, as
amended (the "Code"), generally limits federal income tax deductions for
compensation to the Chief Executive Officer and Insituform's four other most
highly compensated officers to $1 million per year, but contains an exception
for performance-based compensation that satisfies certain conditions. The
Long-Term Incentive Plan and the 2001 Employee Plan are intended to allow
Insituform to pay performance based compensation as defined in Section 162. In
making compensation decisions, Insituform will consider the net cost of
compensation to it and whether it is practicable and consistent with other
compensation objectives to qualify Insituform's incentive compensation under the
applicable exemption of Section 162. Insituform anticipates that deductibility
of compensation payments will be one among a number of factors used in
ascertaining appropriate levels or modes of compensation, and that Insituform
will make its compensation decision based upon an overall determination of what
it believes to be in the best interests of its stockholders.

The foregoing report on executive compensation is provided jointly by the
Compensation Committee and the Board.

COMPENSATION COMMITTEE OTHER BOARD MEMBERS
---------------------- -------------------

Stephen P. Cortinovis, Chair Anthony W. Hooper, Chair
Juanita H. Hinshaw Robert W. Affholder
Alfred L. Woods Paul A. Biddelman
Thomas N. Kalishman
Sheldon Weinig

Notwithstanding anything set forth in any of Insituform's previous filings
under the Securities Act of 1933 or the Securities Exchange Act 1934 which might
incorporate future filings, including this proxy statement, in whole or in part,
the preceding report shall not be deemed incorporated by reference into any such
filings.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the 2001 fiscal year, Insituform's Compensation Committee consisted
of Stephen P. Cortinovis (Chair), Juanita H. Hinshaw and Alfred L. Woods. None
of the members of the Compensation Committee has been an officer or employee of
Insituform or its subsidiaries. The Board, based on recommendations from the
Compensation Committee, establishes executive officer salaries and fringe
benefits.

Affholder, Inc., Insituform's wholly-owned subsidiary that comprises the
tunneling segment, leased four cranes from A-Y-K-E Partnership as of April 11,
2002. A-Y-K-E is a partnership that is controlled by Robert W. Affholder,
Insituform's Executive Vice President and a member of the Board of Directors.
During the year ended December 31, 2001, Affholder paid A-Y-K-E $453,500
pursuant to equipment leases. This amount represents 31.9% of all lease payments
made by Affholder during 2001 and 2.1% of all lease payments made by Insituform
in 2001. Affholder owns, or leases under long term operating leases with third
party leasing companies, several pieces of tunneling equipment, including cranes
and tunnel boring machines. From time to time for specific projects, Affholder
will lease additional equipment from a

variety of sources, including A-Y-K-E. A-Y-K-E owns various pieces of equipment
that are used in the tunneling industry, including cranes and tunnel boring
machines. The cranes that are currently under lease are leased under separate
lease agreements on terms that are substantially similar to, or better than,
those otherwise available to Affholder in the market. The leases are terminable
upon 30 days' prior notice by either party. During 2001, A-Y-K-E leased
equipment only to Affholder. At Affholder's discretion, Affholder may sublease
the cranes to third parties and retain any profit generated from the sublease.

REPORT OF THE AUDIT COMMITTEE

The Board's Audit Committee consists of three "independent" (as such term
is defined in Rule 4200(a)(15) of the National Association of Securities
Dealers' listing standards) directors: Paul A. Biddelman (Chair), Juanita H.
Hinshaw and Sheldon Weinig. The Audit Committee reviewed and discussed
Insituform's audited December 31, 2001 financial statements with Insituform's
management. In addition, the Audit Committee discussed with Insituform's
auditors, Arthur Andersen LLP, the matters required to be discussed by Statement
on Auditing Standards No. 61, which include the following:

- Andersen's responsibility under generally accepted auditing standards

- significant accounting policies

- management judgments and accounting estimates

- significant audit adjustments

- other information in documents containing audited financial statements

- disagreements with Insituform's management, including accounting
principles, scope of audit and disclosures

- consultation with other accountants by management

- major issues discussed with Insituform's management prior to retention of
Andersen

- difficulties encountered in performing the audit

The Audit Committee received and discussed with Andersen written
disclosures and the letter regarding any significant relationships that could
impair Andersen's independence (as required by Independence Standards Board
Standard No. 1), and considered the compatibility of non-audit services with
Andersen's independence. Based upon the above reviews and discussions, the Audit
Committee recommended to the Board that Insituform's December 31, 2001 audited
financial statements be included in the Annual Report on Form 10-K for the
fiscal year ended December 31, 2001.

The Board and the Audit Committee believe that the Audit Committee's
current member composition satisfies the rule that governs audit committee
composition, including the requirement that all audit committee members are
"independent" directors, as that term is defined by Rule 4200(a)(15) of the
National Association of Securities Dealers' listing standards. A copy of the
Audit Committee's charter was included as an appendix to Insituform's 2001 proxy
statement.

Paul A. Biddelman, Chair Juanita H. Hinshaw
Sheldon Weinig

AUDIT FEES

The aggregate fees billed by Andersen for the 2001 fiscal year audit and
for the reviews of the financial statements included in Insituform's quarterly
reports on Form 10-Q were $360,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

Andersen did not render any services related to financial information
systems design and implementation for the fiscal year ended December 31, 2001.

ALL OTHER FEES

The fees billed for all other services rendered by Andersen for the fiscal
year ended December 31, 2001 were as follows:

Tax Related Services........................................ $ 425,000
Audit Related Services...................................... 658,000
Process Improvement Reviews................................. 456,000
Other....................................................... 46,000
----------
Aggregate Fees Billed for All Other Services................ $1,585,000
==========

Insituform intends to use its independent auditors to provide only audit, audit
related and tax related services in the future.

INDEPENDENT PUBLIC ACCOUNTANTS

Insituform's Board, based on the recommendation of the Audit Committee, has
selected Andersen, independent certified public accountants, as Insituform's
auditors for the review of Insituform's interim financial information during the
fiscal year ending December 31, 2002, until final selection of Insituform's
auditors for the fiscal year ending December 31, 2002, based on proposals to be
submitted to the Audit Committee. Andersen has audited Insituform's consolidated
financial statements for the fiscal year ended December 31, 2001.

One or more representatives of Andersen will attend the annual meeting,
will have an opportunity to make a statement and will be available to respond to
appropriate questions from stockholders.

PERFORMANCE GRAPH

The following performance graph compares the total stockholder return on
Insituform's common stock to the S&P 500 Index and a composite peer group index
for the past five years. Insituform's peer group index is comprised of the
following six companies:

- Insituform East Incorporated

- Michael Baker Corporation

- Granite Construction, Inc.

- Fluor Corporation

- Jacobs Engineering Group, Inc.

- Foster Wheeler Corp.

At the end of 2000, Fluor Corporation, a publicly-traded company, completed a
reverse spin-off of one of its businesses that resulted in two publicly-traded
companies. As a result, Fluor Corporation, the company that now contains the
segment relevant to Insituform's peer group index, is only included in the peer
group index for 2001, the period following the spin-off.
15

The graph assumes that $100 was invested in Insituform's common stock and
each index on December 31, 1996 and that all dividends were reinvested.

COMPARISON OF FIVE-YEAR CUMULATIVE RETURN

[PERFORMANCE LINE GRAPH]

-----------------------------------------------------------------------------------------------
1996 1997 1998 1999 2000 2001
-----------------------------------------------------------------------------------------------

Insituform Technologies, Inc. 100.00 105.08 196.61 383.05 540.68 346.85
S&P 500 Index 100.00 133.37 171.48 207.56 188.66 166.25
Composite Peer Group Index 100.00 90.97 106.41 73.66 102.44 126.67

Notwithstanding anything set forth in any of Insituform's previous filings
under the Securities Act of 1933 or the Securities Exchange Act 1934 which might
incorporate future filings, including this proxy statement, in whole or in part,
the preceding performance graph shall not be deemed incorporated by reference
into any such filings.

INFORMATION CONCERNING CERTAIN STOCKHOLDERS

The table below sets forth certain information as of April 11, 2002 with
respect to the number of shares of common stock owned by:

- each of Insituform's executive officers named in the Summary Compensation
Table under "Executive Compensation",

- each of Insituform's directors and director nominees,

- each person known by Insituform to own beneficially more than 5% of the
outstanding shares of Insituform's common stock, and

- all of Insituform's directors and executive officers as a group.

NUMBER OF SHARES
OF COMMON STOCK PERCENT
BENEFICIAL OWNER BENEFICIALLY OWNED(1) OF CLASS
---------------- --------------------- --------

T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, Maryland 21202................................. 3,910,100(2) 14.73
Kayne Anderson Rudnick Investment Management, LLC
1800 Avenue of the Stars, Second Floor
Los Angeles, California 90067............................. 1,841,126(3) 6.94
Robert W. Affholder......................................... 1,237,201(4) 4.66
Paul A. Biddelman........................................... 33,000(5) (6)
Stephen P. Cortinovis....................................... 45,000(7) (6)
John P. Dubinsky............................................ 152 (6)
Juanita H. Hinshaw.......................................... 17,000(8) (6)
Anthony W. Hooper........................................... 385,295(9) 1.45
Thomas N. Kalishman......................................... 35,789(10) (6)
Sheldon Weinig.............................................. 39,000(11) (6)
Alfred L. Woods............................................. 44,500(12) (6)
Joseph A. White............................................. 43,308(13) (6)
Carroll W. Slusher.......................................... 61,920(14) (6)
Antoine Menard.............................................. 32,880(15) (6)
Thomas A. A. Cook........................................... 18,070(16) (6)
Directors and Executive Officers as a group (12 persons).... 1,992,963(17) 7.51

---------------
(1) Except as otherwise indicated, as of April 11, 2002, all shares are owned
with sole voting and investment power.

(2) The information provided herein is based on a Schedule 13G/A filed with the
Securities and Exchange Commission on February 5, 2002. These securities
are owned by various individual and institutional investors, including T.
Rowe Price Small-Cap Value Fund, Inc. (which owns 1,551,300 shares,
representing 5.8% of the shares outstanding), which T. Rowe Price
Associates, Inc. ("Price Associates") serves as investment adviser with
power to direct investments and/or sole power to vote the securities. For
purposes of the reporting requirements of the Securities Exchange Act of
1934, Price Associates is deemed to be a beneficial owner of these
securities; however, Price Associates expressly disclaims that it is, in
fact, the beneficial owner of these securities.

(3) The information provided herein is based on a Schedule 13G filed with the
Securities and Exchange Commission on February 13, 2002. The information in
the Schedule 13G indicates that Kayne Anderson Rudnick Investment
Management, LLC, an investment adviser, beneficially owns and has shared
dispositive power with respect to these shares. The information in the
Schedule 13G indicates that these shares are owned by several accounts
managed, with discretion to purchase or sell securities, by Kayne Anderson
Rudnick Investment Management, LLC.

(4) Represents: (i) 398,243 shares held individually by Robert W. Affholder;
(ii) 196,958 shares held jointly by Robert W. Affholder and Pamela Long
Affholder; (iii) 600,000 shares held by The Affholder Family Partnership
L.P., the sole general partners of which are The Robert W. Affholder
Revocable Trust and The Pamela Long Affholder Revocable Trust (as to each
of which Robert W. Affholder and Pamela Long Affholder are co-trustees);
(iv) 3,000 shares held by The Robert W. and Pamela Long Affholder
Irrevocable Grandchildren's Trust (as to which Robert W. Affholder is
co-trustee); and (v) 39,000 shares issuable to Robert W. Affholder upon
exercise of stock options granted by Insituform and exercisable within 60
days of April 11, 2002.

(5) Represents 33,000 shares issuable upon exercise of stock options granted by
Insituform and exercisable within 60 days of April 11, 2002.

(6) Less than one percent.

(7) Includes 44,000 shares issuable upon exercise of stock options granted by
Insituform and exercisable within 60 days of April 11, 2002.

(8) Includes 15,000 shares issuable upon exercise of stock options granted by
Insituform and exercisable within 60 days of April 11, 2002.

(9) Includes 339,870 shares issuable upon exercise of stock options granted by
Insituform and exercisable within 60 days of April 11, 2002. Pursuant to a
domestic relations order, dated August 31, 2001, Mr. Hooper's former spouse
is entitled to receive, as a division of marital property, a portion of the
proceeds from the exercise of 175,814 of these options when they are
exercised with the consent of Mr. Hooper's former spouse. Mr. Hooper
disclaims beneficial ownership of these 175,814 options.

(10) Includes 2,789 shares held by the Nancy F. Kalishman Charitable Remainder
Unitrust, as to which Mr. Kalishman acts as co-trustee with shared voting
and investment power, and 33,000 shares issuable upon exercise of stock
options granted by Insituform and exercisable within 60 days of April 11,
2002.

(11) Includes 36,000 shares issuable upon exercise of stock options granted by
Insituform and exercisable within 60 days of April 11, 2002.

(12) Includes 44,000 shares issuable upon exercise of stock options granted by
Insituform and exercisable within 60 days of April 11, 2002.

(13) Includes 38,308 shares issuable upon exercise of stock options granted by
Insituform and exercisable within 60 days of April 11, 2002.

(14) Includes 2,500 shares held jointly by Mr. Slusher with his spouse and
59,420 shares issuable upon exercise of stock options granted by Insituform
and exercisable within 60 days of April 11, 2002.

(15) Represents 32,880 shares issuable upon exercise of stock options granted by
Insituform and exercisable within 60 days of April 11, 2002.

(16) Represents 18,070 shares issuable upon exercise of stock options granted by
Insituform and exercisable within 60 days of April 11, 2002.

(17) Includes 732,548 shares issuable upon exercise of stock options granted by
Insituform and exercisable within 60 days of April 11, 2002.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely upon a review of copies of reports received by Insituform
pursuant to Section 16(a) of the Securities Exchange Act of 1934, Insituform
believes that during 2001 all filing requirements applicable to its directors,
officers and 10% stockholders under Section 16(a) were satisfied, except with
respect to Thomas N. Kalishman, a member of Insituform's Board. Mr. Kalishman
filed one late report in 2001 that contained information relating to one
transaction effected in 2001.

OTHER MATTERS

The Board does not know of any other matters which may be brought before
the annual meeting. However, if any other matters are properly presented for
action, it is the intention of the persons named in the accompanying form of
proxy to vote the shares represented thereby in accordance with their judgment
on such matters.

STOCKHOLDER PROPOSALS

Insituform's by-laws provide that, in order for a stockholder to nominate a
candidate for director at a meeting of stockholders, the stockholder must have
given timely notice thereof in writing to Insituform's Secretary. In the case of
an annual meeting of stockholders, to be timely, a stockholder's notice must
ordinarily be delivered to or mailed and received at Insituform's principal
executive office not less than
18

90 days (which for the 2003 annual meeting of stockholders would be March 1,
2003) nor more than 120 days (which for the 2003 annual meeting of stockholders
would be January 30, 2003) prior to the anniversary date of the preceding year's
annual meeting of stockholders.

However, if the date of the annual meeting is advanced or delayed by more
than 30 days compared to the date of the preceding year's annual meeting, notice
by the stockholder to be timely made must be received not later than the close
of business on the later of:

- the ninetieth day prior to the meeting, or

- the tenth day following the date on which the date set for the meeting is
first announced publicly.

Any stockholder filing a notice of nomination must include the information
required by Insituform's by-laws, including information about the nominee, as
well as the name and address of the stockholder and the number of shares of
common stock held by the stockholder.

In order for a stockholder to bring other business before an annual meeting
of stockholders, the stockholder must have given timely notice thereof in
writing to Insituform's Secretary within the time limits described above. The
notice must include the information required by Insituform's by-laws, including
a description of the proposed business, the reasons therefor and any interest
the stockholder has in such business.

If a stockholder fails to notify Insituform within the time limits
described above of an intent to be present at Insituform's 2002 annual meeting
of stockholders in order to present a proposal for a vote, Insituform will have
the right to exercise its discretionary authority to vote against the proposal,
if presented, without including any information about the proposal in its proxy
materials. The foregoing requirements are separate from and in addition to the
requirements of the Securities and Exchange Commission that a stockholder must
meet to have a proposal included in Insituform's proxy statement. Stockholder
proposals intended to be presented at the 2003 annual meeting must be received
by Insituform by December 30, 2002 in order to be considered for inclusion in
Insituform's proxy statement relating to such meeting.

THOMAS A. A. COOK
Secretary

Chesterfield, Missouri
April 29, 2002

INSITUFORM TECHNOLOGIES, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned, having received the Notice of the Annual Meeting of
Stockholders of Insituform Technologies, Inc. ("Insituform") and the proxy
statement, appoints Anthony W. Hooper and Thomas A. A. Cook, and each of them
acting individually, the undersigned's proxies with full power of substitution,
for and in the name, place and stead of the undersigned, to vote and act with
respect to all of the shares of Insituform's Class A common shares, $.01 par
value (the "Common Stock"), standing in the name of the undersigned or with
respect to which the undersigned is entitled to vote and act, at the meeting and
at any adjournment or adjournments thereof, and the undersigned directs that
this proxy be voted as specified on the reverse side.

If more than one of the proxies named above shall be present in person or by
substitute at the meeting or any adjournment or adjournments thereof, all of the
proxies so present and voting, either in person or by substitute, shall exercise
all of the proxies hereby given.

The undersigned hereby revokes any proxy or proxies heretofore given to vote
upon or act with respect to such stock and hereby ratifies and confirms all that
the proxies so present and voting, their substitutes or any of them, may
lawfully do by virtue hereof.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)

Please date, sign and mail your
proxy card back as soon as possible!

Annual Meeting of Stockholders
INSITUFORM TECHNOLOGIES, INC.

MAY 30, 2002

- Please Detach and Mail in the Envelope Provided -

/X/ Please mark your votes as in this example

This revocable proxy is solicited by the Board of Directors and, if not
otherwise directed, it will be voted for the nominees listed below.

FOR
all nominees listed
at right (except as WITHHOLD AUTHORITY
marked to the to vote for all nominees
contrary below) listed at right Nominees:

(1) Election of Directors / / / / Robert W. Affholder
Paul A. Biddelman
Stephen P. Cortinovis
John P. Dubinsky
Juanita H. Hinshaw
Anthony W. Hooper
Thomas N. Kalishman
Sheldon Weinig
Alfred L. Woods

(Instructions: To withhold authority to vote for any individual nominee, write
that nominee's name on the line provided below)

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(2) In the discretion of the proxies on any matter that may properly come
before the meeting or any adjournment or adjournments thereof.

THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR THE MATTERS SPECIFICALLY REFERRED TO HEREON.

PLEASE DATE, SIGN AND MAIL THIS PROXY CARD IN THE ENCLOSED ENVELOPE. NO POSTAGE
IS REQUIRED.

Signature _____________________________________Dated:_______________
(and TITLE, if applicable)

Signature _____________________________________Dated:_______________
(if held jointly) (and TITLE, if applicable)

NOTE: Please date this proxy and sign your name exactly as it appears herein.
Where there is more than one owner, each should sign. When signing as
an attorney, administrator, executor, guardian or trustee, please add
your title as such. If executed by a corporation, the proxy should be
signed by a duly authorized officer.