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    EXHIBIT
10(k)

     

    HARSCO
CORPORATION

    SUPPLEMENTAL
RETIREMENT BENEFIT PLAN

    


    PART
B – AMENDMENT AND RESTATEMENT AS OF JANUARY 1, 2009

    


    ARTICLE
I

    


    Establishment of
Plan

     

    1.1           Purpose.  The
Harsco Corporation Supplemental Retirement Benefit Plan ("Plan") was established
by Harsco Corporation ("Corporation") to provide supplemental retirement
benefits to designated corporate and division officers and to compensate them
for government-imposed reductions in benefits from and/or contributions to the
tax-qualified plans in which they participate.

    


    1.2           Tax/ERISA.  The
Corporation intends that the Plan shall at all times be maintained on an
unfunded basis for federal income tax purposes under the Internal Revenue Code
of 1986, as amended ("Code"), and administered as a "top-hat" plan exempt from
the substantive requirements of the Employee Retirement Income Security Act of
1974, as amended ("ERISA").

     

    1.3          2009 Amendment and
Restatement. The Plan was adopted as of  January 1, 1986 and
restated as of October 4, 2002, effective for participating employees whose
retirement or other termination date occurs on or after January 1,
2003.  The Plan is hereby again amended and restated, effective as of
January 1, 2009, by the adoption of Part B of the Plan, as set forth
herein.  Part A of the Plan, consisting of the October 4, 2002
Amendment and Restatement of the Plan, applies to a Participant’s benefit or any
portion thereof that is considered to have been Deferred under the Plan prior to
January 1, 2005 and which had become vested prior to said date (the “Section
409A Grandfathered Benefit”), in accordance with the terms of those documents in
effect from time to time prior to October 3, 2004.  The Section 409A
Grandfathered Benefit shall continue to be governed by the law applicable to
nonqualified deferred compensation prior to the codification of Code Section
409A.  The provisions of this Part B shall apply to any portion of a
Participant’s benefit that is considered to have been Deferred during calendar
years beginning on or after January 1, 2005, and any portion of a Participant’s
benefit that was Deferred prior to January 1, 2005 but was not vested prior to
said date.  This Part B of the Plan is intended to meet all of the
requirements of Code Section 409A, so that Participants will be eligible to
defer the receipt of, and the liability for the federal income tax with respect
to, certain items of compensation from one year to a later year in accordance
with the provisions of applicable law and the provisions of the
Plan.  With respect to the period commencing January 1, 2005 and
ending December 31, 2008 and with respect to the portion of a Participant’s
benefit that is considered to have been Deferred during the 2005, 2006, 2007 and
2008 calendar years, or that was Deferred prior to January 1, 2005 but became
vested during the period January 1, 2005 through December 31, 2008, the Plan was
administered in accordance with a reasonable, good faith interpretation of Code
Section 409A, Treasury Regulations, IRS Notices and other guidance issued
thereunder, and such interpretation shall govern the rights of a Participant
with respect to that period of time.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
II

    


    Definitions

     

    2.1           Accrued
Benefit.  The Supplemental Pension Benefit and the Supplemental
Savings Benefit earned by a Participant under this Plan in accordance with the
provisions of Article IV.

    


    2.2           Actuarial Equivalent or
Actuarially Equivalent.  With respect to an Accrued Benefit, an
amount of equivalent value determined on such actuarial basis as the Committee,
in its sole discretion, shall determine is reasonable and appropriate and which
shall be applied by the Committee in a uniform and consistent
manner.

    


    2.3           Ancillary
Agreement.  An instrument by which special arrangements for
specific Participants are incorporated into this Plan.

    


    2.4           Beneficiary.  Any
person designated by a Participant to receive benefits which may be due, or
become due, under this Plan.  If a Participant made no such
designation, or if the designated person predeceases the Participant, the
Beneficiary shall be the Participant's estate.

    


    2.5           Board.  The
Board of Directors of the Corporation.

    


    2.6           Change In
Control.  The first to occur of any one of the events described
below:

    


    (a)           Stock
Acquisition.  Any "person" (as such term is used in Sections
13(d) and 14(d)(2) of the Securities Exchange Act of 1934 ["the 1934 Act"],
other than the Corporation or a corporation, a majority of whose outstanding
stock entitled to vote is owned, directly or indirectly, by the Corporation, who
is or becomes, other than by purchase from the Corporation or such a
corporation, the "beneficial owner" (as such term is defined in Rule 13(d)-3
under the 1934 Act), directly or indirectly, of securities of the Corporation
representing 20 percent or more of the combined voting power of the
Corporation's then outstanding voting securities.  Such a Change in
Control shall be deemed to have occurred on the first to occur of the date
securities are first purchased by a tender or exchange offer, or the date on
which the Corporation first learns of acquisition of 20 percent of such
securities, or the later of the effective date of an agreement for the merger,
consolidation or other reorganization of the Corporation or Corporation
shareholder approval thereof, as the case may be.

    


    (b)          
The date that a tender or exchange offer by any Person (other than the
Corporation or Subsidiary) is first published or sent or given within the
meaning of Rule 14e-2(a) of the General Rules and Regulations under the Exchange
Act as may be amended, supplemented or superseded from time to time, if upon
consummation thereof, such Person would be the Beneficial Owner of 20% or more
of the combined voting power of the Corporation’s outstanding voting
securities.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (c)           Change in
Board.  During any period of two consecutive years, individuals
who at the beginning of such period were members of the Board of Directors
ceases for any reason to constitute at least a majority of the Board of
Directors, unless the election or nomination for election by the Corporation's
shareholders of each new director was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning of the
period.  Such a Change in Control shall be deemed to have occurred on
the date upon which the requisite majority of directors fails to be elected by
the shareholders of the Corporation.

    


    (d)           Other
Events.  Any other event or series of events which,
notwithstanding any other provision of this definition, is determined by a
majority of the outside members of the Board of Directors of the Corporation to
constitute a Change in Control of the Corporation for purposes of this
Supplemental Plan.  Such a Change in Control shall be deemed to have
occurred on the date of such determination or on such other date as such
majority of outside members of the Board shall specify.

    


    2.7           Committee.  The
Management Development and Compensation Committee of the Board or such other
committee as may be designated by the Board.

    


    2.8           Compensation.  Total
base salary plus 100% of nondiscretionary incentive compensation, (including the
value of the awards made under the 1995 Executive Incentive Compensation Plan in
common stock as of the date of the award, or in cash, and regardless of whether
any such stock award is later forfeited) all taken into account when paid
according to the provisions of a regular written plan covering officers as
approved by the Board or a Committee thereof.  Effective January 1,
2003, the definition of Compensation is modified to include 50% of
nondiscretionary incentive compensation paid on or after January 1,
2003.

    


    2.9           Credited
Service.  Service with Harsco and with any predecessor company
acquired by or merged into Harsco if such service with the predecessor company
is granted by the Board of Directors or a Committee thereof.  In
computing Credited Service hereunder, the Corporation shall act in accordance
with (a) rules applicable to the Related Harsco Plan or (b) if different, rules
established by the Board of Directors or a Committee thereof.

    


    2.10          Deferred.  An
amount that is considered to be deferred within the meaning of Treasury
Regulations sections 1.409A-6(a)(2) and 1.409A-6(a)(3).

    


    2.11         
Early Retirement
Date.  The first day of the month following the Participant's
attainment of 55 years of age and 15 years of Credited Service.

    


    2.12          Final Average
Compensation.  A Participant's average annual Compensation for
the 60 highest consecutive out of the last 120 months prior to the 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    date of
retirement or Separation from Service for any reason prior to Normal Retirement
Date.  If, due to absence because of disability or temporary layoff, a
Participant's Compensation during any 12 month period in any of said 120 months
falls below 75% of what it would have been had it not been for such absence,
such period or periods shall be excluded and contiguous periods of months shall
be used in determining the 60 highest consecutive months.

    


    2.13          Normal Retirement
Date.  The first day of the month following the Participant's
65th birthday.

    


    2.14          Participant.  An
officer or other employee of the Corporation who has been approved for
participation in the Plan pursuant to Article III.

    


    2.15          Pension
Committee.  The Committee appointed by the Board of Directors
or a Committee thereof to administer qualified and nonqualified pension
plans.

    


    2.16         
Post-2004 Supplemental
Pension Benefit.  Any portion of a Participant’s Accrued
Benefit that was not Deferred and vested as of December 31, 2004.

    


    2.17          Postponed Retirement
Date.  The first date of the month following the Participant's
Separation from Service after his Normal Retirement Date.

    


    2.18          Related Harsco
Plan.  The Related Harsco Plan shall be, with respect to the
Supplemental Pension Benefit, the Harsco Employees Pension Plan and, with
respect to the Supplemental Savings Benefit, the Harsco Retirement Savings and
Investment Plan.

    


    2.19          Separation from
Service.  A “separation from service” within the meaning of
Code Section 409A and regulations issued thereunder.

    


    2.20          Social Security Covered
Compensation.  As defined by Social Security Integration Table
I - (see attached Exhibit 1).  This table is subject to change as
Social Security covered compensation maximums are changed.

     

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2.21          Supplemental Pension
Formula.  0.8% of Final Average Compensation, up to the Social
Security Covered Compensation plus 1.5% of Final Average Compensation in excess
of the Social Security Covered Compensation, multiplied by Credited Service to a
maximum of 33 years and divided by 12.

    


    No
Participant’s Supplemental Pension Benefit taken on or after January 1, 2003
shall be less than his Accrued Benefit as of December 31, 2002 under the prior
formula (0.8% of Final Average Compensation, up to the Social Security Covered
Compensation plus 1.6% of Final Average Compensation in excess of the Social
Security Covered Compensation, multiplied by Credited Service to a maximum of 33
years and divided by 12).

    


    Notwithstanding
the foregoing, the Supplemental Pension Formula for a designated Nonofficer Key
Employee will be 1.5% per year of Credited Service up to a maximum of 33 years,
multiplied by Final Average Compensation and divided by 12.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
III

    


    Eligibility and
Vesting

     

    3.1           Eligibility to Participate
in the Plan.  All officers of the Corporation, and division
officers elected by the Board of Directors shall be eligible to participate in
this Plan.  Also eligible to participate will be Nonofficer Key
Employees designated by the Chief Executive Officer (to be listed on the
attached Schedule A) from time to time effective for retirements on or after
January 1, 1999.

    


    3.2           Vesting.  A
Participant's right to his Supplemental Savings Plan Benefit under the Plan
shall be 100% vested and nonforfeitable at all times.  Except as
provided below, a Participant’s right to his Supplemental Pension Benefit under
the Plan shall vest and become nonforfeitable upon completion of 5 Years of
Vesting Service (as such term is defined in the Related Harsco
Plan).  A designated Nonofficer Key Employee’s Supplemental Pension
Benefit will become 100% vested upon the earliest of the Nonofficer Key
Employee’s attainment of age 58 with 25 years Credited Service, age 60 with 15
years of Credited Service, or age 65 with 10 years of Credited
Service.  Notwithstanding any provision to the contrary, all
Participants shall become fully vested in their entire Accrued Benefit as of the
date of consummation of a Change In Control.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
IV

    


    Supplemental
Benefits

     

    4.1           Supplemental Pension
Benefit.  The Supplemental Pension Benefit shall be the greater
of the monthly amounts calculated under (a) or (b) as set forth
below:

    


    (a)           The
Supplemental Pension Formula, offset by the monthly retirement benefit payable
to the Participant from the Related Harsco Plan, both calculated on a 10 year
certain and continuous basis and assuming that the Participant commences his
benefit payments under the Related Harsco Plan at the same time as his Post-2004
Supplemental Pension Benefit; and

    


    (b)           The
difference between (i) the monthly pension benefit which the Participant would
have been entitled to under the Related Harsco Plan, calculated without regard
to the limitation on benefits imposed by Code section 415, the ceiling on
covered compensation imposed by Code section 401(a)(17) and any similar
limitation or restriction imposed by the Code or ERISA, and (ii) the monthly
pension benefit actually payable to the Participant under the Related Harsco
Plan, both calculated on a 10 year certain and continuous basis and assuming
that the Participant commences his benefit under the Related Harsco Plan at the
same time as his Post-2004 Supplemental Pension Benefit commences.

    


    (c)           For
purposes of clarity, a Participant’s Section 409A Grandfathered Benefit that is
attributable to his Supplemental Pension Benefit (the “Grandfathered
Supplemental Pension Benefit”) shall be paid to the Participant at the same time
and in the same form as the Participant’s benefit under the Related Harsco Plan
is paid. The Participant’s Post-2004 Supplemental Pension Benefit will be
calculated as follows:

    


    (i)           If
the Participant’s Post-2004 Supplemental Pension Benefit is payable at the same
time as the benefits described in the first sentence of this Section 4.1(c), the
Participant’s total Supplemental Pension Benefit shall be determined as provided
in Section 4.1(a) or (b) above (as applicable).  The Participant’s
Post-2004 Supplemental Pension Benefit shall be equal to the Participant’s total
Supplemental Pension Benefit, less the Participant’s Grandfathered Supplemental
Pension Benefit (but not less than zero).

    


    (ii)           If
the Participant’s Post-2004 Supplemental Pension Benefit is not paid at the same
time as the benefits described in the first sentence of this Section 4.1(c), the
amount payable to the Participant as his Post-2004 Supplemental Pension Benefit
pursuant to this Part B of the Plan shall be equal to the Participant’s total
Supplemental Pension Benefit as provided in Section 4.1(a) or (b) above (as
applicable), less the Participant’s Grandfathered Supplemental Pension Benefit
(but not less than zero), subject to the following additional
criteria.  Both the 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Participant’s
total Supplemental Pension Benefit and Grandfathered Supplemental Pension
Benefit shall be determined as of the date payment of the Participant’s
Post-2004 Supplemental Pension Benefit commences, regardless of the actual
commencement date of the Participant’s Grandfathered Supplemental Pension
Benefit.

    


    4.2           Supplemental Savings
Benefit.  Effective January 1, 2003, no further Supplemental
Savings Plan Benefit (e.g. Phantom Shares) shall be earned.  However,
quarterly dividend income will continue to accrue on existing Phantom
Shares.  Notwithstanding anything in the Plan to the contrary, a
Participant’s Supplemental Savings Plan Benefit is considered part of his
Section 409A Grandfathered Benefit and shall continue to be governed by the
terms of the Plan, as such terms were in effect on October 3, 2004.

    


    For years
prior to January 1, 2003, the Supplemental Savings Plan Benefit shall be
determined as follows:  If the amount of a Participant's contributions
to the Related Harsco Plan is limited as a result of the Code or ERISA such that
the Participant is unable to contribute the maximum amount of Matched After-Tax
Contributions and/or Matched Tax Saver Contributions permitted by such Related
Harsco Plan, then the Participant shall be entitled to receive the difference
between (a) and (b) as set forth below:

    


    (a)           The
amount of Corporation's matching contributions to the Related Harsco Plan that
would have been made for the account of such Participant, but for the Code or
ERISA limitations, and

    


    (b)           The
amount of Corporation's matching contributions actually made to the Related
Harsco Plan for the account of such Participant.

    


    The
amount payable pursuant to the provisions of this paragraph shall include
adjustments for changes in the market value of the Corporation stock that would
have been purchased by the Corporation's matching contributions that would have
been made to the Related Harsco Plan for the account of a Participant, but for
the ERISA limitations including dividends that would have been payable on such
stock.

    


    4.3          
Provision for Heckett
MultiServ – East Division Officers.  The Plan also
provides that officers of the Heckett MultiServ - East Division will receive
supplemental payments to make up any reduction in benefits payable from a
Related Harsco Plan (but only to the extent such Related Harsco Plan is a
defined benefit plan) to the extent the value of the company common stock award
under the provisions of the Executive Incentive Compensation Plan is not
includable in such Related Harsco Plan's definition of pensionable
earnings.

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
V

    


    Supplemental Pension Benefit
Distribution

     

    5.1           Time of
Payment.  The Post-2004 Supplemental Pension Benefit payable to
a Participant shall commence no later than 60 days after the first
business day of the seventh calendar month following the date the Participant
incurs a Separation from Service on or after his Early, Normal or Postponed
Retirement Date, permanent disability or termination of employment with a vested
Post-2004 Supplemental Pension Benefit.  A Participant shall not have
the right to designate the tax year in which such Post-2004 Supplemental Pension
Benefits are payable.

    


    (a)           Early Retirement
Benefit.  A Participant who incurs a Separation from Service on
or after his Early Retirement Date and prior to his Normal Retirement Date shall
be entitled to a Supplemental Pension Benefit based on his Normal Retirement
Date, adjusted actuarially in accordance with Tables B and C attached
hereto.

    


    (b)           Postponed
Retirement.  The Supplemental Pension Benefit payable to a
Participant who continues employment after his Normal Retirement Date will be
calculated as of his Normal Retirement Date.

    


    (c)           Disability
Benefit.  A Participant who incurs a Separation from Service on
account of “permanent disability” (determined using the eligibility requirements
for disability retirement benefits under the Related Harsco Plan), shall be
entitled to a Supplemental Pension Benefit calculated as his date of
disability.

    


    (d)           Death
Benefit.  If a Participant’s employment terminates on account
of death on or after qualifying for a Supplemental Pension Benefit, but before
actual benefit commencement, there shall be payable to the Beneficiary of such
Participant a monthly benefit equal to the Supplemental Pension Benefit
actuarially adjusted to provide a life annuity payable for the life of the
Beneficiary. Payment of the portion of the death benefit attributable to the
Participant’s Post-2004 Supplemental Pension Benefit will begin on first payroll
date of the month immediately following the month of the Participant’s death,
such payments to continue during the lifetime of such Beneficiary.

    


    5.2           Form of
Payment.  The normal form of Post-2004 Supplemental Pension
Benefit payable to a Participant on his payment commencement date under the Plan
will be a life only annuity (as described below).  In lieu of
receiving the Post-2004 Supplemental Pension Benefit in the normal form, at any
time prior to the date his or her Post-2004 Supplemental Pension Benefit
payments commence in accordance with Section 5.1, a Participant may elect, on a
written form acceptable to the Committee, to receive his or her Post-2004
Supplemental Pension Benefit in any one of the following forms (the “Optional
Forms”), each of which are Actuarially Equivalent to the life only
annuity:

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (a)           Life Annuity – a
monthly benefit is paid to the Participant during his or her lifetime with no
payment made after the Participant’s death.

    


    (b)           180-Month Certain Annuity
Option – a reduced monthly benefit is paid to the Participant during his
or her lifetime.  If the Participant dies within the first 180 months
of payment, the reduced benefit will continue to the Participant’s Beneficiary
for the remainder of the 180-month term.

    


    (c)           Joint and 50% Survivor
Annuity Option – a reduced monthly benefit is paid to the Participant
during his or her lifetime.  Following the Participant’s death, the
Participant’s Beneficiary will receive monthly benefits equal to 50% of the
monthly benefit that was payable to the Participant for the remainder of the
Beneficiary’s lifetime.

    


    (d)           Joint and 75% Survivor
Annuity Option – a reduced monthly benefit is paid to the Participant
during his or her lifetime.  Following the Participant’s death, the
Participant’s Beneficiary will receive monthly benefits equal to 75% of the
monthly benefit that was payable to the Participant for the remainder of the
Beneficiary’s lifetime.

    


    (e)           Joint and 100% Survivor
Annuity Option – a reduced monthly benefit is paid to the Participant
during his or her lifetime.  Following the Participant’s death, the
Participant’s Beneficiary will receive monthly benefits equal to 100% of the
monthly benefit that was payable to the Participant for the remainder of the
Beneficiary’s lifetime.

    


    5.3           Documentation of Retirement
Benefit.  Upon a  Participant's Early,

    Normal,
or Postponed Retirement Date, permanent disability or termination of employment
with a vested Accrued Benefit, the Corporation shall execute and deliver to the
Participant, or if deceased, to the Beneficiary, an Agreement confirming the
Corporation's legal duty to pay the Supplemental Pension Benefit in accordance
with the form of payment selected by the Participant or Beneficiary, and
summarizing such payment terms.

     

     

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
VI

    


    Supplemental Savings Benefit
Distributions

     

    6.1           Termination of
Employment.  If a Participant terminates employment with the
Corporation, the Supplemental Savings Plan Benefit shall be payable to him in a
lump sum within 60 days following his termination of employment.

    


    6.2           Payment of Benefits to
Beneficiary.  If the Participants dies while an employee of the
Corporation or prior to receiving payment under Section 6.1, his Supplemental
Savings Benefit, shall be payable to his Beneficiary within 60 days of his
death.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
VII

    


    Change In
Control

     

    7.1           Change In
Control.  Not later than ten (10) business days after the date
on which
a Change In Control occurs, the Corporation shall be obligated to the
Participants to contribute an amount equal to the cumulative Accrued Benefits
for all Participants and Beneficiaries under this Plan (together with an
additional amount to cover all estimated administration expenses associated with
the payment of such Benefits) into the trust established as of July 1, 1987 by
and between the Corporation and Dauphin Deposit Bank and Trust Company (Trustee)
(the "Rabbi Trust"), for future distribution by the Trustee, or any successor
Trustee, in accordance with the terms of this Plan, and the Rabbi
Trust.  Contemporaneous with such contribution, the Corporation shall
also provide to the Trustee or successor Trustee all instructions regarding the
Participants, Beneficiaries, and their benefits necessary for the Trustee to
carry out its duties under the Trust.  Nothing in this Plan shall
preclude the Corporation from funding the Rabbi Trust prior to a Change In
Control.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
VIII

    


    Administration

     

    8.1           Administration of the
Plan.  The Plan shall be administered by the Committee,
referred to herein as the Administrator.  Members of the Committee, if
otherwise eligible, shall be eligible to participate in the Plan, but no such
member shall be entitled to make decisions solely with respect to his
participation.  The Administrator shall be vested with full authority
to make, administer and interpret such rules and regulations as it deems
necessary to administer the Plan.  Any determination, decision or
action of the Administrator in connection with the construction, interpretation,
administration or application of the Plan shall be final, conclusive and binding
upon all Participants and any and all person claiming under or through any
Participant.  The Administrator shall have the authority
to:

    


    (i)           Employ
agents to perform services on behalf of the Administrator and to authorize the
payment of reasonable compensation for the performance of such
services.

    


    (ii)           Delegate
to the Pension Committee the authority to perform administrative duties
otherwise reserved to the Administrator herein.

    


    8.2           Cost of Administering the
Plan.  The Corporation shall bear the costs of administration
of the Plan.

     

     

     

     

     

     

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
IX

    


    Amendment and
Termination

    


    9.1           Amendment.  The
Corporation, acting through the Board or a Committee thereof, may at any time
amend this Plan, in whole or in part, by an instrument in writing, executed by
the Board or a Committee thereof; provided, however, that no amendment shall be
made which would have the effect of decreasing any Participant's Accrued Benefit
determined just prior to the amendment.

    


    9.2           Termination.  The
Corporation, acting through its Board or a Committee thereof, may at any time
terminate this Plan by an instrument in writing executed by the Board or its
designee; provided, however,

    


    (a)           no
such termination shall be made which would have the effect of decreasing any
Participant's Accrued Benefit determined just prior to the
amendment.

    


    (b)           the
Corporation, by action of its Board or a Committee thereof, may elect to
accelerate all distributions at the time it elects to terminate the Plan;
provided, however, that with respect to a Participant’s Post-2004 Supplemental
Pension Benefit, such distribution may be accelerated only to the extent such
acceleration is permitted under Treasury
Regulation section 1.409A-3(j)(4)(ix).

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
X

    


    Miscellaneous

     

    10.1          No Right of
Employment.  Nothing in the Plan shall be deemed to grant a
Participant any rights other than those specifically outlined in the
Plan.  Nothing in the Plan shall be deemed to create any right of, or
contract for, employment between a Participant and the Corporation.

    


    10.2          Withholding.  The
Corporation may deduct, with respect to any payments due or benefits accrued
under this Plan, any taxes required to be withheld by Federal, state or local
governments.

    


    10.3          Non-Assignability of
Benefits.  Neither the Participant nor any Beneficiary shall
have the power to transfer, assign, anticipate, modify or otherwise encumber in
advance any of the payments that may become due hereunder; nor shall any such
payments be subject to attachment, garnishment or execution, or be transferable
by operation of law in event of bankruptcy, insolvency or
otherwise.

    


    10.4          No
Funding.  Any provision for payments hereunder shall be by
means of bookkeeping entries on the books of the Corporation and shall not
create in the Participant or his Beneficiary any right to, or claim against any
specific assets of the Corporation, nor result in the creation of any trust or
escrow account for the Participant or Beneficiary.  A Participant or
Beneficiary entitled to any payment of benefits hereunder shall be a general
creditor of the Corporation.

    


    10.5          Forfeiture on Termination
For Cause.  Notwithstanding any provision to the contrary
(including the acceleration of vesting and payment provisions relating to Change
In Control), if any Participant is terminated for cause, all benefits hereunder
shall be forfeited and the Corporation shall have no further obligation to the
Participant (or his Beneficiary) hereunder.  For purposes of this
Plan, "cause" means (i) an act or acts of personal dishonesty taken by the
Participant and intended to result in substantial personal enrichment of the
Participant at the expense of the Corporation, (ii) repeated violations by the
Participant of the Participant's obligations under the Participant's employment
agreement where applicable which are demonstrably willful and deliberate on the
Participant's part and which are not remedied in a reasonable period of time
after receipt of written notice from the Corporation or (iii) the conviction of
the Participant of a felony.

    


    10.6          Gender and
Number.  As used herein the masculine pronoun shall include the
feminine and neuter genders, the singular shall include the plural, and the
plural the singular, unless the context clearly indicates a different
meaning.

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    10.7          Controlling
Law.  This Plan and the respective rights and obligations of
the Corporation and the Participants and Beneficiaries, except to the extent
otherwise provided by Federal law, shall be construed under the law of the
Commonwealth of Pennsylvania.

    


    10.8          Code Section
409A.  To the extent applicable, it is intended that this Plan
comply with the provisions of Code Section 409A.  References to Code
Section 409A shall include any proposed, temporary or final regulation, or any
other guidance, promulgated with respect to such section by the U.S. Department
of the Treasury or the Internal Revenue Service.  This Plan shall be
administered and interpreted in a manner consistent with this
intent.  If any provision of this Plan is susceptible of two
interpretations, one of which results in the compliance of the Plan with Code
Section 409A and the applicable Treasury Regulations, and one of which does not,
then the provision shall be given the interpretation that results in compliance
with Code Section 409A and the applicable Treasury
Regulations.  Notwithstanding the foregoing or any other provision of
this Plan to the contrary, neither the Corporation nor any of its subsidiaries
or affiliates shall be deemed to guarantee any particular tax result for any
Participant, spouse, or beneficiary with respect to any payments provided
hereunder.

    


    


    


    


    
      	
               /S/
      Gerald Vinci

            	 
      	
              /S/
      Mark E. Kimmel

            
	
              Gerald
      Vinci

            	 
      	
              Mark
      E. Kimmel

            
	
              Vice
      President, Human Resources

              Americas

            	 
      	
              General
      Counsel and Corporate Secretary

            
	 
      	 
      	 
      
	
              12/22/08

            	 
      	
              12/22/08

            
	
              Date

            	 
      	
              Date