Fill and Sign the Trust Agreement Made This Day of 1989 Form

§17.114PROXY STATEMENTS: STRATEGY & FORMS 17-176 © 1990 Jefren Publishing Company, Inc. EXHIBIT “B” TRUST AGREEMENT TRUST AGREEMENT made this __________ day of ____________________, 1989 between Insituform Southeast Corp., a Delaware corporation (hereinafter referred to as “Settlor” or the “Company”), and _________________________ (hereinafter referred to as “Trustee”). WITNESSETH: THAT WHEREAS, Section 145 of the General Corporation Law of the State of Delaware (hereinafter “Section 145”) empowers corporations to indemnify persons serving as a director, officer, employee or agent of the corporation or a person who serves at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, and further specifies that the indemnification se t forth in said Section 145 “shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise”; and said Section 145 further empowers a corporation t o “purchase and maintain insurance” on behalf of any of such persons “against any liabilit y asserted against him and incurred by him in any such capacity, or arising out of his sta tus as such, whether or not the corporation would have the power to indemnify him against such liability under” Section 145; WHEREAS, Company has initiated a thorough investigation to determine the type of insurance available, the nature and extent of the coverage provided and the cost there of to Company to insure each of the directors and officers of Company and of the Affiliate (as defined herein) against expenses (including attorneys’ fees and costs), liabilities, claims, judgm ents, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any action, suit or proceeding with which he is threatened or made a party by reason of such stat us and/or his decisions, actions or omissions (“Liabilities”); WHEREAS, upon receiving such information, the Board of Directors of the Company concluded that, at present, due to the high cost and other limitations and exclusi ons from the coverage of the insurance policies available at the date hereof, it would not be in the best interests of its shareholders for the Company to purchase and maintain an adequate amount of such insurance and that, on the contrary, its shareholders’ interests would be better served by t he Company obligating itself to indemnify directors and officers of the Company and of the Affiliate, and creating a trust to indemnify directors and officers of the Company and of the Affiliate, and thereby to effectively self-insure against such potential liabilit ies in excess of, and in certain instances against liabilities excluded from, acceptable insuranc e coverage which from time to tune hereafter may be placed in force (hereinafter collectively the “Policy”) provided that the amounts payable hereunder shall be paid only to the extent coverage under the Polic y as in effect at any given time shall not be adequate to provide full and complete protection from such Liabilities and to the extent that such Liabilities are not paid from any other source; WHEREAS, the Board of Directors has concluded that directors and officers of the Company and of the Affiliate should be provided with maximum full and complete protecti on from such Liabilities in order to insure that the most capable persons available will remain in, and in the future be attracted to, such positions and, furthermore, that it is not only fa ir, INDEMNIFICATION§ 17.114 September 1990 17-177 reasonable and prudent but necessary for the Company to provide for indemnification of present and future directors and officers of the Company and of the Affiliate and their respective estates in a reasonable and adequate manner for expenses and damages in connection with Liabi lities brought whether on account of any prior, present or future alleged act, omission, injury, damage, or event; WHEREAS, the Company desires to have each beneficiary serve or continue to serve as a director and/or an officer of the Company and of the Affiliate free from undue conce rn or damages §17.114PROXY STATEMENTS: STRATEGY & FORMS 17-178 © 1990 Jefren Publishing Company, Inc. by reason of his being a director and/or an officer of the Company and of the Affiliate or by reason of his decisions or actions on its behalf; and each beneficiary desires to serve, or to continue to serve provided that he is furnished the indemnity provided for herein, as a director and/or an officer of the Company or of the Affiliate; and WHEREAS, Trustee has agreed to serve as trustee hereunder; NOW THEREFORE, in consideration of the mutually dependent covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: 1. DEFINITION. “Affiliate” shall mean Insituform Southeast, Inc., a Florida corporation, and any corporation, partnership or other enterprise which is at least 30% owned by the Company or by any corporation at least 51% of which is owned by the Company. 2. TRUST PROPERTY. (a) For good and valuable consideration, Settlor hereby transfers and delivers to Trustee the property listed in the schedule attached hereto, to have and to hold such property and any other property which, pursuant to any of the provisions hereof, Trustee at any time hereafter ma y hold or acquire (all such property being sometimes hereinafter referred collectively as the “trust estate”) for the uses and purposes and upon the terms and conditions herein set forth. (b) Settlor reserves the right for himself or any other person to increase the trust estate by delivering any property of any nature, whether real, personal, or mixed, to Trustee or by having the proceeds of insurance policies made payable to Trustee. 3. BENEFICIARIES. The beneficiaries of this trust shall include any person serving as a director and/or an officer of the Company or the Affiliate during the existence of this trust, subject to the following conditions: (a) A director or an officer shall cease to be a beneficiary when he ceases to serve as a director or an officer of the Company or the Affiliate, the applicable statute of li mitations has expired on all causes of action arising out of his activities as a director or an officer of the Company or the Affiliate, and said director or officer has made no claim under this agre ement which remains unresolved; provided that a director or an officer shall continue to be a beneficiary for the purpose of defending an action to establish that the applicable statute of limitations has expired. (b) No director or officer of the Company or the Affiliate elected to serve as a dire ctor or officer for the first time after a declaration of insolvency, appointment of a receive r, or the removal or replacement of a majority of the Board of Directors of the Company within a one year period shall be a beneficiary. Settlor will notify Trustee from time to t ime of the name of each beneficiary, and provide Trustee with samples of the signature of each beneficiary. 4. DISPOSITIVE PROVISIONS. Trustee shall receive, hold, manage, invest and reinvest the trust estate, shall collect the income thereof and shall apply and distribute the income and principal of the trust estate in the following manner: (a)Duration . The trust hereby created shall commence on the execution and delivery of this trust agreement and delivery of the trust estate to Trustee and shall terminate thirty years from the date of this agreement, or at such time as there are no beneficiaries, whichever occurs first. INDEMNIFICATION§ 17.114 September 1990 17-179 (b)Distributions for Indemnification of Officers and Directors . Trustee shall apply and dispose of the net income and the principal of the trust estate to pay any benefic iary making a claim for payment under Section 5 hereof for the payment or reimbursement of the payment of any claim. (c)Distribution upon Termination of Trust. Upon termination of this trust, Trustee shall distribute the trust estate to Settlor; provided, however, that Trustee shall ret ain sufficient assets to pay any claims on hand which are unresolved on the date of termination. §17.114PROXY STATEMENTS: STRATEGY & FORMS 17-180 © 1990 Jefren Publishing Company, Inc. 5. PROCEDURE FOR MAKING CLAIM. (a) Any beneficiary may make a claim for payments from the trust by delivering to Trustee and the Company: (i) a written notice describing the nature of the claim for which a right to re ceive payments hereunder is asserted, the identity of the persons who have made or threatened the claim, and the identity of any legal counsel retained by the beneficiary t o defend the claim; (ii) copies of all papers served on the beneficiary in connection with the claim; (iii) a written undertaking satisfactory to Trustee to repay to the trust any amounts paid or applied to or for the use of such beneficiary pursuant to this Section in the event a determination is made by a court of competent jurisdiction that under applicable law payments to such beneficiary are not lawful and proper in the circumstances, or in the event that such beneficiary receives payment for the same items from another source; and (iv) a written opinion of legal counsel satisfactory to Trustee that the payment of the claim would be lawful and proper; and (v) a certificate executed by the beneficiary stating that the claim is lawful and proper, and that the claim has not been paid or reimbursed from any other source. (b) Trustee may seek an opinion in writing from independent legal counsel as to the legality under applicable law of payments pursuant to this Article for such claim. (c) Trustee shall pay all claims within 60 days of receipt by Trustee of a notice of claim and the documents required under this Article; provided, that if Trustee has sought an opinion from independent legal counsel pursuant to subparagraph (b), Trustee shall not pay such claim if Trustee does not receive a written opinion of said independent legal counsel that paym ent of such claim would be lawful and proper. Trustee shall not be liable for payment of a c laim if the documents provided to Trustee are regular on their face. 6. MISCELLANEOUS. (a)Disability. Whenever and so often as any beneficiary of the trust, to whom payments are herein directed to be made, shall be under a legal disability, or, i n the sole judgment of Trustee, shall be otherwise unable to apply such payments to his or her own best interest and advantage, Trustee may make all or any portions of such payments by expending the same for the benefit of the beneficiary, or by making payments to the legal guardi an or conservator of such beneficiary, or to a relative of such beneficiary to be expended for the beneficiary’s benefit; and the decision of Trustee in each such case shall be bindi ng upon each and every beneficiary hereunder. (b)Application of Funds. No person dealing with Trustee shall be obliged to inquire as to Trustee’s powers or authority to enter into and consummate any transaction or to se e to the application of any money or property delivered to Trustee. (c)Court Approval and Court Accounting. In the event of a dispute as to the disposition of the trust estate, the Trustee is authorized to commence an act ion in the nature of an interpleader and deliver the portion of the trust estate subject to the dispute to a court of competent jurisdiction for determination of disposition. Upon making such deposit, the responsibility of the Trustee as to such assets shall cease. Trustee may, but shall not be required to, obtain authority or approval of any court in the exercise of any power conferred upon Trustee hereunder. Trustee shall not be required to comply with any law requiring qualification, INDEMNIFICATION§ 17.114 September 1990 17-181 administration or accounting by Trustee to any court in any state which may have jurisdiction over any portion of the trust created hereunder or to file any accounting required by any statut ory law that may be waived by Settlor, Settlor hereby waiving all the same as they now exist or may be amended from time to time; however, this waiver is without prejudice to any and all rights of judicial accounting existing independently of statutory law, whether instituted by Trust ee or by any party interested in this Trust Agreement; and in any event, all accountings sha ll be subject to the provisions of this Trust Agreement. §17.114PROXY STATEMENTS: STRATEGY & FORMS 17-182 © 1990 Jefren Publishing Company, Inc. (d)Reports . Trustee shall keep all accounts and records of the trust created herein and annually, or more often, shall render to Settlor statements showing all receipts, disbursement s, and investment transactions. Trustee shall notify the Company promptly of all claims m ade and all claims paid. (e)Titles . The title of any section or subsection of this Trust Agreement shall not be deemed or construed to limit or increase the meaning of its provisions, but rather such tit le is designed for reference purposes only. 7. SITUS. This trust shall not take effect until the execution of this agreement by both Settlor and Trustee, and it shall be governed and construed in all respects according to the laws of the State of Florida, except to the extent that the rights and liabilitie s of Settlor may be controlled by the laws of the State of Delaware relating to corporations. 8. ADDITIONAL PROPERTY. Settlor shall have the right at any time to add property acceptable to Trustee to this trust. Such property, when received and accepted by Trustee, shall become part of the trust estate. 9. COMPENSATION OF TRUSTEE. Trustee shall be entitled to compensation in accordance with its published fee schedule for services hereunder as Trustee. 10. SPENDTHRIFT CLAUSE. No interest of any beneficiary of this trust either in income or in principal, shall be subject to anticipation, pledge, assignment, sale or transfer in any manner, nor shall any beneficiary have the power in any manner to anticipate, charge or encumber his interest, either in income or principal, nor shall such interest of any be neficiary be liable or subject in any manner for the debts, contracts, obligations, liabilities, engagements or torts of such beneficiary, except as may be expressly set forth herein. 11. IRREVOCABILITY OF TRUST. This trust shall be irrevocable and shall not be revoked or terminated by Settlor or any other person, nor shall it be amended or altered by Settlor or any other person. After the execution of this Trust Agreement, Settlor shall ha ve no right, title or interest in the income or principal of this trust other than the reve rsionary interest described in Section 3(c) hereof. 12. TRUSTEE. (a) Settlor hereby designates ________________________________________________________ as Trustee, as set forth in the introductory paragraph hereof. (b) Trustee may resign by giving ________ days notice to Settlor. If ___________________________________________________________________ resigns or is unable to continue to act as Trustee, _______________________________________________ of ________________________________ [address], is appointed as successor trustee. [ Successor trustee ] shall succeed as Trustee with like effect as though originally named as suc h herein. All authority and powers conferred on Trustee hereunder shall pass to [successor trustee] as successor trustee. (c) Trustee at any time shall be entitled to render to Settlor or the Be neficiaries of the trust estate an account of the acts of Trustee and transactions with respect to the income and principal of the trust estate from the date of the creation of the trust or from the date of the last previous account of Trustee, and such beneficiary or Beneficiaries shall have full power and INDEMNIFICATION§ 17.114 September 1990 17-183 authority on behalf of all persons now or hereafter interested in the trust to finally settle and adjust such account. Approval of such account by such beneficiary or beneficiaries shall constitute a full and complete discharge and release of Trustee from all further li ability, responsibility, and accountability for or with respect to the acts and transactions of Trust ee as set forth in such account, both as to income and principal. (d) No successor trustee shall be personally liable for any act or omission of any predecessor trustee. Any successor trustee shall accept without examination or review the accounts rendered and the property delivered by or for a predecessor trustee without incurring any liability or responsibility. §17.114PROXY STATEMENTS: STRATEGY & FORMS 17-184 © 1990 Jefren Publishing Company, Inc. 13. TRUSTEE’S POWERS. In the administration of the trust created hereunder, without regard to any legal restrictions otherwise applicable to trustees, Trustee is authorized and empowered, in Trustee’s absolute and uncontrolled discretion, to exercise the following discretionary powers as well as any other powers now or hereafter conferred by law, including but not limited to the powers set forth in Section 737.402, Florida Statutes (1987). (a) To purchase, invest, in, and reinvest in any property, real, personal or mixed (including any common or commingled fund or funds maintained by Trustee), without any duty to diversify, whether or not such property shall be authorized by law for trust investments, and without regard to the proportion that such property may bear to the trust estate, it be ing Settlor’s intention to confer the broadest investment powers and discretions upon Trustee. (b) To retain, without liability for loss or depreciation resulting from such retention, any property, real or personal, at any time received by Trustee, for such tune as Truste e shall deem best, although such property may not be of the character prescribed by law or by the term s of this Trust Agreement for the investment of trust funds; and although such property represents a large percentage of the total trust property, to dispose of such original property by sale, exchange, or otherwise as and when Trustee shall deem advisable, and to receive and administer the proceeds as a part of the trust estate. (c) To transfer, pledge, sell, exchange, improve, manage, operate, repair, subdivide, partition, lease, mortgage, give options upon or otherwise dispose of any property, real, personal or mixed, at any time forming part of the trust estate, in such manner and upon such t erms and conditions as Trustee may determine, and without application to any court. (d) To exercise options, conversion privileges or rights; to subscribe for additional securities; and to make payments therefor. (e) To vote in person or by proxy upon any matter relating to any corporation, company or association, securities of which may be held by Trustee; to receive and hold any l iquidating distributions as either sole owner, joint tenant, tenant in common, or tenant in partnership with other persons; and to do any act with reference thereto. (f) To set up reserves out of income for taxes and assessments of all kinds and repairs and general upkeep of buildings. (g) To hold any part of the trust estate in cash or uninvested for any period deemed advisable. (h) To divide and distribute the trust estate in kind or in money, or partly in each, or by way of undivided interests, and for such purposes to value any property to be thus divided or distributed. (i) To pay out of principal or income of the trust estate all expenses and disbursements necessary to administer any trust hereunder including but not limited to taxes and fees of Trustee, attorneys and other professionals; to determine in Trustee’s discretion whether the premium on any investment acquired at a premium shall be amortized from income; and to al lot any property or cash received by way of dividends, interest, rents or otherwise to principal or income or to apportion the same between principal and income. (j) To exercise all powers in the management of the trust hereunder which any individual could exercise in the management of similar property owned in his own right , upon INDEMNIFICATION§ 17.114 September 1990 17-185 such terms and conditions as to Trustee may seem best, and to do all acts which, in Trustee’s judgment, may be necessary or appropriate for the proper and advantageous management, investment and distribution of the trust estate. §17.114PROXY STATEMENTS: STRATEGY & FORMS 17-186 © 1990 Jefren Publishing Company, Inc. IN WITNESS WHEREOF, Settlor and Trustee have executed this agreement. Signed, sealed and delivered in the presence of: INSITUFORM SOUTHEAST CORP. ______________________________________ By: _______________________________ (Seal) Its ______________________________________ As to Settlor SETTLOR _______________________________________ ______________________________________ By: _______________________________ (Seal) Its _________________________________ ______________________________________ As to Trustee TRUSTEE STATE OF FLORIDA ) ) COUNTY OF DUVAL ) BEFORE me personally appeared ____________________________________________________, ___________________________________________________of Insituform Southeast Corp., to me well known and known to me to be the person described in and who executed the foregoing instrument as Settlor and he acknowledged to and before me that he executed said instrument for the purposes therein expressed. WITNESS my hand and official seal at Jacksonville, Florida, this __________ day of ______________________________________, 1989. ____________________________________________ Notary Public, State of Florida at Large. My Commission Expires: _______________________ INDEMNIFICATION§ 17.114 September 1990 17-187 STATE OF FLORIDA ) ) COUNTY OF DUVAL ) BEFORE me personally appeared ____________________________________________________ _________________________________ of ___________________________________________ to me well known and known to me to be the person who executed the foregoing instrument as Trustee aforesaid, and he acknowledged to and before me that he executed said instrument for the purposes therein expressed. WITNESS my hand and official seal at Jacksonville, Florida, this __________ day of _______________________________ , 1989. ____________________________________________________ Notary Public, State of Florida at Large. My Commission Expires: ______________________ Instituform Southeast Corp. 6/16/89 §17.115 To amend the Articles of Incorporation of a Delaware corporation to (a) set forth the specific terms of indemnification as permitted by Delaware law, (b) provide certain procedural mechanisms to indemnified parties that are not addressed by the Delaware Law and (c) expressly provide that the corporation may procure insurance for this purpose (with copies of the Articles of Incorporation as amended, provisions of the Articles concerning business purposes and indemnification, and the form of lndemnification Agreement) Proposal 2 Approval of Amendment to the Company’s Restated Certificate of Incorporation Regarding Indemnification of Directors and Officers General On March 1, 1994, the Board of Directors of the Company unanimously adopted an amendment to Article XI of the present Restated Certificate of Incorporation, as a mended (the “Restated Certificate”). The Company’s shareholders are being asked to approve this am endment to the present Article XI of the Restated Certificate with respect to inde mnification of directors, officers and certain other persons. The Board of Directors considers it to be in the best interests of the Company and its shareholders to indemnify such persons to the fullest extent permit ted by applicable law. Approval of the proposed amendment requires the affirmative vote of a ma jority of the outstanding shares of the Company. Summary of Purpose and Effects of the Proposed Changes §17.114PROXY STATEMENTS: STRATEGY & FORMS 17-188 © 1990 Jefren Publishing Company, Inc. The Board has determined that it would be advisable to amend the provisions of the Company’s present Restated Certificate which address the rights of directors, officers, employees and agents to indemnification by the Company under certain circumstance s. While these provisions of the Restated Certificate presently mandate the basic protec tion for such individuals that is available under the Delaware General Corporation Law (the “ Delaware Law”), which is applicable to the Company, the