HARSCO CORP
INDEMNIFICATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exhibit10_12920.txt
<DESCRIPTION>INDEMNIFICATION AGREEMENT
<TEXT>
                                                                      EXHIBIT 10
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                            INDEMNIFICATION AGREEMENT


            This INDEMNIFICATION AGREEMENT is made as of the 27th day of August,
2004 by and between Harsco Corporation, a Delaware corporation (the
"Corporation"), and the individual whose name appears on the signature page
hereof (such individual being referred to herein as the "Indemnified
Representative" and, together with other persons who may execute similar
agreements, as "Indemnified Representatives").

            WHEREAS, the Indemnified Representative currently is and will be in
the future serving in one or more capacities as a director, officer, employee,
or agent of the Corporation or, at the request of the Corporation, as a
director, officer, employee, agent fiduciary, or trustee of, or in a similar
capacity for, another corporation, partnership, joint venture, trust, employee
benefit plan, or other entity, and in so doing is and will be performing a
valuable service to or on behalf of the Corporation;

            WHEREAS, the Board of Directors of the Corporation has determined
that, in order to attract and retain qualified individuals, the Corporation will
attempt to maintain, at its sole expense, liability insurance to protect persons
serving the Corporation and its subsidiaries from certain liabilities. Although
the furnishing of such insurance has been a customary and wide-spread practice
among United States-based corporations and other business enterprises, the
Corporation believes that, given current market conditions and trends, such
insurance may be available to it in the future only at higher premiums and with
more exclusions. At the same time, directors, officers, and other persons in
service to corporations or business enterprises are being increasingly subjected
to expensive and time-consuming litigation relating to, among other things,
matters that traditionally would have been brought only against the Corporation
or business enterprise itself;

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            WHEREAS, the Indemnified Representative is willing to continue to
serve and to undertake additional duties and responsibilities for and on behalf
of the Corporation on the condition that he be indemnified contractually by the
Corporation; and

            WHEREAS, as an inducement to the Indemnified Representative to
continue to serve the Corporation, and in consideration for such continued
service, the Corporation has agreed to indemnify the Indemnified Representative
upon the terms set forth herein.

            NOW, THEREFORE, in consideration of the promises and mutual
covenants contained herein, and intending to be legally bound hereby, the
Corporation and the Indemnified Representative agree as follows:

            1. Agreement To Serve. The Indemnified Representative agrees to
serve or continue to serve for or on behalf of the Corporation in each Official
Capacity (as hereinafter defined) held now or in the future for so long as the
Indemnified Representative is duly elected or appointed or until such time as
the Indemnified Representative tenders a resignation in writing. This Agreement
shall not be deemed an employment contract between the Corporation or any of its
subsidiaries and any Indemnified Representative who is an employee of the
Corporation or any of its subsidiaries. The Indemnified Representative
specifically acknowledges that the Indemnified Representative's employment with
the Corporation or any of its subsidiaries, if any, is at will, and that the
Indemnified Representative may be discharged at any time for any reason, with or
without cause, except as may be otherwise provided in any written employment
contract between the Indemnified Representative and the Corporation or any of
its subsidiaries, other applicable formal

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severance policies duly adopted by the board of directors of the Indemnified
Representative's employer, or, with respect to service as a Director of the
Corporation, by the Corporation's Certificate of Incorporation, By-Laws, and the
Delaware General Corporation Law. The foregoing notwithstanding, this Agreement
shall continue in force after the Indemnified Representative has ceased to serve
in any Official Capacity for or on behalf of the Corporation or any of its
subsidiaries.

            2. Indemnification.

                        (a) Except as provided in Sections 3 and 5 hereof, the
            Corporation shall indemnify the Indemnified Representative against
            any Liability (as hereinafter defined) incurred by or assessed
            against the Indemnified Representative in connection with any
            Proceeding (as hereinafter defined) in which the Indemnified
            Representative may be involved, as a party or otherwise, by reason
            of the fact that the Indemnified Representative is or was serving in
            any Official Capacity held now or in the future, including, without
            limitation, any Liability resulting from actual or alleged breach or
            neglect of duty, error, misstatement, misleading statement,
            omission, negligence, act giving rise to strict or product
            liability, act giving rise to liability for environmental
            contamination, or other act or omission, whether occurring prior to
            or after the date of this Agreement. As used in this Agreement:

                                    (i) "Liability" means any damage, judgment,
                        amount paid in settlement, fine, penalty, punitive
                        damage, or expense of any nature (including attorneys'
                        fees and expenses);

                                    (ii) "Proceeding" means any threatened,
                        pending, or completed action, suit, appeal, arbitration,
                        or other proceeding of any nature, whether civil,
                        criminal, administrative, or investigative, whether
                        formal or informal, and whether brought by or in the

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                        right of the Corporation, a class of its security
                        holders, or any other party; and

                                    (iii) "Official Capacity" means service to
                        the Corporation as a director, officer, employee, or
                        agent or, at the request of the Corporation, as a
                        director, officer, employee, agent, fiduciary, or
                        trustee of, or in a similar capacity for, another
                        corporation, partnership, joint venture, trust, employee
                        benefit plan (including a plan qualified under the
                        Employee Retirement Income Security Act of 1974), or
                        other entity.

                        (b) Notwithstanding Section 2(a) hereof, except for a
            Proceeding brought pursuant to Section 5(d) of this Agreement, the
            Corporation shall not indemnify the Indemnified Representative under
            this Agreement for any Liability incurred in a Proceeding initiated
            by the Indemnified Representative unless the Proceeding is
            authorized, either before or after commencement of the Proceeding,
            by the majority vote of a quorum of the Board of Directors of the
            Corporation. An affirmative defense or counterclaim of an
            Indemnified Representative shall not be deemed to constitute a
            Proceeding initiated by the Indemnified Representative.

            3. Exclusions.

                        (a) The Corporation shall not be liable under this
            Agreement to make any payment in connection with any Liability
            incurred by the Indemnified Representative:

                                    (i) to the extent payment for such Liability
                        is made to the Indemnified Representative under an
                        insurance policy obtained by the Corporation;

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                                    (ii) to the extent payment is made to the
                        Indemnified Representative for such Liability by the
                        Corporation under its Certificate of Incorporation,
                        By-Laws, the Delaware General Corporation Law, or
                        otherwise than pursuant to this Agreement;

                                    (iii) to the extent such Liability is
                        determined in a final determination pursuant to Section
                        5(d) hereof to be based upon or attributable to the
                        Indemnified Representative gaining any personal profit
                        to which such Indemnified Representative was not legally
                        entitled;

                                    (iv) for any claim by or on behalf of the
                        Corporation for recovery of profits resulting from the
                        purchase and sale or sale and purchase by such
                        Indemnified Representative of equity securities of the
                        Corporation pursuant to Section 16(b) of the Securities
                        Exchange Act of 1934, as amended;

                                    (v) for which the conduct of the Indemnified
                        Representative has been determined in a final
                        determination pursuant to Section 5(d) hereof to
                        constitute bad faith or active and deliberate
                        dishonesty, in either such case material to the cause of
                        action or claim at issue in the Proceeding; or

                                    (vi) to the extent such indemnification has
                        been determined in a final determination pursuant to
                        Section 5(d) hereof to be unlawful.

                        (b) Any act, omission, liability, knowledge, or other
            fact of or relating to any other person, including any other person
            who is also an Indemnified Representative, shall not be imputed to
            the Indemnified Representative for the purposes of determining the
            applicability of any exclusion set forth herein.

                        (c) The termination of a proceeding by judgment, order,
            settlement, conviction, or upon a plea of nolo contendere or its
            equivalent shall not, of itself,

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            create a presumption that the Indemnified Representative is not
            entitled to indemnification under this Agreement.

            4. Advancement of Expenses. The Corporation shall pay any Liability
in the nature of an expense (including attorneys' fees and expenses) incurred in
good faith by the Indemnified Representative in advance of the final disposition
of a Proceeding within thirty (30) days of receipt of a demand for payment by
the Indemnified Representative; provided, however, that the Indemnified
Representative shall repay such amount if it shall ultimately be determined,
pursuant to Section 5(d) hereof, that the Indemnified Representative is not
entitled to be indemnified by the Corporation pursuant to this Agreement. The
financial ability of the Indemnified Representative to repay an advance shall
not be a prerequisite to the making of such advance.

            5. Indemnification Procedure.

                        (a) The Indemnified Representative shall use his best
            efforts to notify promptly the Secretary of the Corporation of the
            commencement of any Proceeding or the occurrence of any event which
            might give rise to a Liability under this Agreement, but the failure
            to so notify the Corporation shall not relieve the Corporation of
            any obligation which it may have to the Indemnified Representative
            under this Agreement or otherwise.

                        (b) The Corporation shall be entitled, upon notice to
            the Indemnified Representative, to assume the defense of any
            Proceeding with counsel reasonably satisfactory to the Indemnified
            Representative involved in such Proceeding or, if there be more than
            one (1) Indemnified Representative involved in such Proceeding, to a
            majority of the Indemnified Representatives involved in such
            Proceeding. If, in accordance with the foregoing, the Corporation
            defends the Proceeding, the Corporation shall not be liable for the
            expenses (including

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            attorneys' fees and expenses) of the Indemnified Representative
            incurred in connection with the defense of such Proceeding
            subsequent to the required notice, unless (i) such expenses
            (including attorneys' fees) have been authorized by the Corporation
            or (ii) the Corporation shall not in fact have employed counsel
            reasonably satisfactory to such Indemnified Representative, or to
            the majority of Indemnified Representatives if more than one (1) is
            involved, to assume the defense of such Proceeding. The foregoing
            notwithstanding, the Indemnified Representative may elect to retain
            counsel at the Indemnified Representative's own cost and expense to
            participate in the defense of such Proceeding.

                        (c) The Corporation shall not be required to obtain the
            consent of the Indemnified Representative to the settlement of any
            Proceeding which the Corporation has undertaken to defend if the
            Corporation assumes full and sole responsibility for such settlement
            and the settlement grants the Indemnified Representative a complete
            and unqualified release in respect of the potential Liability. The
            Corporation shall not be liable for any amount paid by an
            Indemnified Representative in settlement of any Proceeding that is
            not defended by the Corporation, unless the Corporation has
            consented to such settlement, which consent shall not be
            unreasonably withheld.

                        (d) Except as set forth herein, any dispute concerning
            the right to indemnification under this Agreement and any other
            dispute arising hereunder, including but not limited to matters of
            validity, interpretation, application, and enforcement, shall be
            determined exclusively by and through final and binding arbitration
            in Camp Hill, Pennsylvania, each party hereto expressly and
            conclusively waiving its or his right to proceed to a judicial
            determination with respect to such matter; provided, however, that
            in the event that a claim for indemnification against liabilities

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            arising under the Securities Act of 1933 (the "Act") (other than the
            payment by the Corporation of expenses incurred or paid by a
            director, officer, or controlling person of the Corporation in the
            successful defense of any action, suit, or proceeding) is asserted
            by a director, officer, or controlling person in connection with
            securities being registered under the Act, the Corporation will,
            unless in the opinion of its counsel the matter has been settled by
            controlling precedent, submit to a court of competent jurisdiction
            the question whether such indemnification by it is against public
            policy as expressed in the Act and will be governed by the final
            adjudication of such issue. The arbitration shall be conducted in
            accordance with the commercial arbitration rules then in effect of
            the American Arbitration Association before a panel of three (3)
            arbitrators, the first of whom shall be selected by the Corporation,
            the second of whom shall be selected by the Indemnified
            Representative, and the third of whom shall be selected by the other
            two (2) arbitrators. If for any reason arbitration under the
            arbitration rules of the American Arbitration Association cannot be
            initiated, the necessary arbitrator or arbitrators shall be selected
            by the presiding judge of the state court of general jurisdiction in
            Cumberland County, Pennsylvania. Each arbitrator selected as
            provided herein is required to be serving or to have served as a
            director or an executive officer of a corporation whose shares of
            common stock, during at least one year of such service, were quoted
            in the NASDAQ National Market System or listed on the New York Stock
            Exchange or the American Stock Exchange. The Corporation shall
            reimburse the Indemnified Representative for the expenses (including
            attorneys' fees) incurred in prosecuting or defending such
            arbitration to the full extent of such expenses if the Indemnified
            Representative is awarded 50% or more of the monetary value of his

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            claim or, if not, to the extent such expenses are determined by the
            arbitrators to be allocable to the Corporation. It is expressly
            understood and agreed by the parties that a party may compel
            arbitration pursuant to this Section 5(d) through an action for
            specific performance and that any award entered by the arbitrators
            may be enforced, without further evidence or proceedings, in any
            court of competent jurisdiction.

                        (e) Upon payment under this Agreement to the Indemnified
            Representative with respect to any Liability, the Corporation shall
            be subrogated to the extent of such payment to all of the rights of
            the Indemnified Representative to recover against any person with
            respect to such Liability, and the Indemnified Representative shall
            execute all documents and instruments required and shall take such
            other actions as may be necessary to secure such rights, including
            the execution of such documents as may be necessary for the
            Corporation to bring suit to enforce such rights.

            6. Contribution. If the indemnification provided for in this
Agreement is unavailable for any reason to hold harmless an Indemnified
Representative in respect of any Liability or portion thereof, the Corporation
shall contribute to such Liability or portion thereof in such proportion as is
appropriate to reflect the relative benefits received by the Corporation and the
Indemnified Representative from the transaction giving rise to the Liability.

            7. Non-Exclusivity. The rights granted to the Indemnified
Representative pursuant to this Agreement shall not be deemed exclusive of any
other rights to which the Indemnified Representative may be entitled under
statute, the provisions of any certificate of incorporation, by-laws, or
agreement, a vote of stockholders or directors, or otherwise, both as to action
in an Official Capacity and in any other capacity.

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            8. Reliance on Provisions. The Indemnified Representative shall be
deemed to be acting in any Official Capacity in reliance upon the rights of
indemnification provided by this Agreement. Without limiting the generality of
the foregoing, the Corporation and the Indemnified Representative acknowledge
the existence of Article III, Section 9 of the Corporation's By-Laws as restated
and adopted by the Board of Directors on March 15, 1990 and effective April 25,
1990, and confirm that the Indemnified Representative is also acting in reliance
thereon.

            9. Severability and Reformation. Any provision of this Agreement
which is determined to be invalid or unenforceable in any jurisdiction or under
any circumstance shall be ineffective only to the extent of such invalidity or
unenforceability and shall be deemed reformed to the extent necessary to conform
to the applicable law of such jurisdiction and still give maximum effect to the
intent of the parties hereto. Any such determination shall not invalidate or
render unenforceable the remaining provisions hereof and shall not invalidate or
render unenforceable such provision in any other jurisdiction or under any other
circumstances.

            10. Notices. Any notice, claim, request, or demand required or
permitted hereunder shall be in writing and shall be deemed given if delivered
personally or sent by telegram or by registered or certified mail, first class,
postage prepaid: (i) if to the Corporation, to Harsco Corporation, 350 Poplar
Church Road, Camp Hill, Pennsylvania 17011, Attention: Secretary, or (ii) if to
any Indemnified Representative, to the address of such Indemnified
Representative listed on the signature page hereof, or to such other address as
any party hereto shall have specified in a notice duly given in accordance with
this Section 10.

            11. Amendments; Binding Effect. No amendment, modification,
termination, or cancellation of this Agreement shall be effective as to the
Indemnified

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Representative unless signed in writing by the Corporation and the Indemnified
Representative. This Agreement shall be binding upon the Corporation and its
successors and assigns and shall inure to the benefit of the Indemnified
Representative's heirs, executors, administrators, and personal representatives.

            12. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware, without regard to the
conflict of laws provisions thereof.

            IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the day and year first set forth above.


ATTEST: (SEAL)                        HARSCO CORPORATION




/S/ Mark E. Kimmel                    /S/ Derek C. Hathaway
------------------                    ---------------------
Mark E. Kimmel                        Derek C. Hathaway
General Counsel & Corporate           Chairman, President and
Secretary                             Chief Executive Officer


WITNESS:                              INDEMNIFIED REPRESENTATIVE


/S/ Mark E. Kimmel                    /S/ Kathy G. Eddy
------------------                    ---------------------------------
                                      Kathy G. Eddy
                                      McDonough, Eddy, Parsons & Baylous, A. C.
                                      412 Market Street
                                      Parkersburg, WV  26102


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