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    EXHIBIT
10(o)(ii)

     

     

    AMENDMENT
NO. 1

    TO
THE

    HARSCO
CORPORATION

    1995
EXECUTIVE INCENTIVE COMPENSATION PLAN

    


    Harsco Corporation hereby adopts this
Amendment No. 1 to the Harsco Corporation Executive Incentive Compensation Plan
(As Amended and Restated January 27, 2004) (the “Plan”), effective as of
December 31, 2008.  Words and phrases used herein with initial capital
letters that are defined in the Plan are used herein as so defined.

    


    I.

     

    Section
3(a)(v) of the Plan is hereby amended in its entirety to read as
follows:

     

    
      	
               
      

            	
              “
      (v)

            	
              to
      determine whether, to what extent and under what circumstances cash,
      Stock, other Awards, or other property payable with respect to an Award
      will be deferred to the extent permitted under Section 409A of the Code
      either automatically, at the election of the Committee, or at the election
      of the Participant;”

            


    

     

    II.

     

    The last
sentence of Section 4(c) of the Plan is hereby amended in its entirety to read
as follows:

     

    “The
foregoing notwithstanding, no adjustments shall be authorized under this Section
4(c) (i) with respect to ISOs or SARs in tandem therewith to the extent that
such authority would cause the Plan to violate Section 422(b)(1) of the Code,
(ii) with respect to Awards relating to Stock or Annual Incentive Awards to the
extent that such authority would cause such Awards intended to qualify as
‘qualified performance-based compensation’ under Section 162(m)(4)(C) of the
Code and regulations thereunder to fail to so qualify, (iii) with respect to
Awards that are considered ‘deferred compensation’ within the meaning of Section
409A of the Code unless such adjustments are made in compliance with the
requirements of Section 409A of the Code, and (iv) with respect to Awards that
are not considered ‘deferred compensation’ subject to Section 409A of the Code
to the extent that such adjustments would cause such Awards to be subject to
Section 409A of the Code.”

     

    III.

    


    The Plan is hereby amended by inserting
the following new Section 10 immediately after Section 9 thereof:

     “10.                      Compliance with Section 409A
of the Code.

     

    
      	
               
      

            	
              (a)

            	
              To
      the extent applicable, it is intended that this Plan and any Awards
      granted hereunder comply with the provisions of Section 409A of the
      

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      
        	
                 
      

              	
                 

              	
                Code,
      so that the income inclusion provisions of Section 409A(a)(1) of the Code
      do not apply to the Participants.  This Plan and any Awards
      granted hereunder shall be administered in a manner consistent with this
      intent.  Any reference in this Plan to Section 409A of the Code
      will also include any regulations or any other formal guidance promulgated
      with respect to such Section by the U.S. Department of the Treasury or the
      Internal Revenue Service.

              


      

    

     

    
      	
               
      

            	
              (b)

            	
              Neither
      a Participant nor any of a Participant’s creditors or beneficiaries shall
      have the right to subject any deferred compensation (within the meaning of
      Section 409A of the Code) payable under this Plan and Awards granted
      hereunder to any anticipation, alienation, sale, transfer, assignment,
      pledge, encumbrance, attachment or garnishment.  Except as
      permitted under Section 409A of the Code, any deferred compensation
      (within the meaning of Section 409A of the Code) payable to a Participant
      or for a Participant’s benefit under this Plan and Awards granted
      hereunder (i) may not be reduced by, or offset against, any amount owing
      by a Participant to the Company or any of its affiliates and (ii) may not
      be substituted or replaced by any amount payable by the Company or any of
      its affiliates to a Participant or for a Participant’s benefit under this
      Plan or otherwise.  Any Participant elections to defer the
      payment of Awards under the Plan shall be made in compliance with the
      requirements of Section 409A of the
Code.

            


    

     

    
      	
               
      

            	
              (c)

            	
              If,
      at the time of a Participant’s separation from service (within the meaning
      of Section 409A of the Code), (i) the Participant shall be a specified
      employee (within the meaning of Section 409A of the Code and as determined
      pursuant to procedures adopted by the Company in compliance with Section
      409A of the Code), and (ii) the Company shall make a good faith
      determination that an amount payable hereunder constitutes deferred
      compensation (within the meaning of Section 409A of the Code) the payment
      of which is required to be delayed pursuant to the six-month delay rule
      set forth in Section 409A of the Code in order to avoid taxes or penalties
      under Section 409A of the Code, then the Company shall not pay such amount
      on the otherwise scheduled payment date but shall instead pay it on the
      first business day of the seventh month following such separation from
      service.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Notwithstanding
      any provision of this Plan and Awards granted hereunder to the contrary,
      in light of the uncertainty with respect to the proper application of
      Section 409A of the Code, the Company reserves the right to make
      amendments to this Plan and grants hereunder as the Company deems
      necessary or desirable to avoid the imposition of taxes or penalties under
      Section 409A of the Code.  In any case, a Participant shall be
      solely responsible and liable for the satisfaction of all taxes and
      penalties that may be imposed on a Participant or for a Participant’s
      account in connection with this Plan and Awards granted hereunder
      (including any taxes and penalties under Section 409A of the Code), and
      neither the Company nor any of its affiliates shall have any obligation to
      indemnify or otherwise hold a Participant harmless from any or all of such
      taxes or penalties.”

            


    

     

    


     

    [SIGNATURE
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    EXECUTED effective as of December 31,
2008.

    


    


    
 

    
      	
              HARSCO
      CORPORATION

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
               /S/
      Mark E. Kimmel

            
	 
      	
              Name:
      Mark E. Kimmel

            
	 
      	
              Title:  Senior
      Vice President

            
	 
      	
              Chief Administrative
      Officer

            
	 
      	
              General Counsel &
      Corporate Secretary