EXHIBIT
10.3





GLOBAL HEADQUARTERS


101 Gordon Drive  ▪ 
Lionville, PA  19341


TEL 610-594-2900  ▪ FAX 594-3013


www.westpharma.com


March 30, 2006


Donald
E. Morel, Jr.


Chief
Executive Officer


101
Gordon Dr


Lionville, PA 19341


Dear Don,


As you know, the Compensation Committee granted to
you certain Performance-Vesting Restricted Shares under the Company’s 2004
Stock-Based Compensation Plan (the “Plan”) on May 5, 2004, June 29, 2004, April
11, 2005 and February 24,  2006 (the “PVR
Awards”).  The PVR Awards were granted
pursuant to Performance Restricted Share Award Agreements (the “PVR Agreements”).   The PVR Awards, as provided in Section 11 of
the PVR Agreements are subject to the terms of the Plan.


The Plan provides in Section 5(d)(2) that “the
maximum payment that can made for Awards granted to any one individual under
Sections 7, 8 and 9 (relating to Deferred Stock, Restricted Stock, Stock Bonus
and Stock Units) shall be $500,000 for any single or combined performance goals
established for any performance period, as determined by reference to the Fair
Market Value on the date of the grant of the Award.”


As we have discussed, this annual $500,000 limit
(the “Annual Limit”) is included in the Plan to satisfy certain requirements
under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).  A portion of the PVR Awards exceeded the
Annual Limit.  Therefore, under the terms
of the Plan and to ensure compliance under Section 162(m) of the Code, payment
of the PVR Awards (i.e., distribution of the Company’s common stock) cannot be
made if this $500,000 limitation is not satisfied.  The PVR Awards cannot be said to have been
made pursuant to another plan or program of the Company, because equity
compensation plans must, under applicable New York Stock Exchange rules be
approved by the shareholders of the Company. 
In addition, the $500,000 limit cannot be increased without the prior
approval of the shareholders of the Company.


Under Section 20(b) of the Plan, the Compensation
Committee has the power unilaterally to amend an existing Award in order to
carry out the purposes of the Plan and “if and to the extent that the Committee
determines the Sponsor’s federal tax deduction in respect of an Award may be
limited as a result of section 162(m) of the 


Global Partners with


Daikyo Seiko Ltd.


West Pharmaceutical Services Mexico S.A. de C.V.


 









 



Donald E. Morel, Jr.


March
30, 2006


Page 2


 


Code, the Committee may take any and all actions it deems necessary, in
its sole and absolute discretion with respect to any Award (including the
amendment, delay or cancellation of an Award to the detriment of a Participant)
hereunder to eliminate or minimize the non-deductible portion of any Award.”  In addition, under Section 22 of the Plan,
the Company is not “obligated to cause to be issued or delivered any
certificates evidencing shares of Common Stock under the Plan unless and until
the Sponsor is advised by its counsel that the issuance is in compliance with
all applicable laws, regulations of governmental authority and the requirements
of any securities exchange on which the shares of Common Stock are traded.”


Therefore, in accordance with these provisions of
the Plan, in order to ensure compliance with the terms of the Plan, minimize
the impact of Section 162(m) of the Code and comply with requirements imposed
by the NYSE, the PVR Awards must be clarified and revised as described below.


To the extent any portion of your PVR Awards exceeds
the Annual Limit, shares shall not be delivered to you until the earlier to
occur of (i) your termination of employment with the Company, or (ii) the year
in which the Company’s stockholders approve an amendment to the Stock Plan that
would increase the Annual Limit (and then, only to the extent, so permitted).


With respect to your 2004 PVR Award that was paid in
2005, you must deliver to the Company the shares of stock that relate to the
amount in excess of the Annual Limit and any dividends that together with the
value of the underlying PVR Award exceed the Annual Limit.  As noted, under the terms of the Plan, you
were not entitled to receive these amounts. 
Your Form W-2 for 2005 shall be adjusted to reflect the rescission of
that portion of your 2004 PVR Award paid in 2005.


Don, to evidence your understanding of the above and
your agreement to the rescission of the excess portion of your 2004 PVR Award,
please execute this letter and return a copy to me.




	
  

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  West Pharmaceutical Services, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ John R. Gailey Ill

  
	
   

  	
   

  	
   

  	
   

  	
  John R. Gailey Ill, Secretary, acting at the

  
	
   

  	
   

  	
   

  	
   

  	
  direction of the Compensation Committee

  
	
   

  	
   

  	
   

  	
   

  	
  of the Board of Directors

  






 


	
  ACCEPTED AND AGREED:

  
	
  /s/ Donald E.
  Morel, Jr.

  
	
  Donald E. Morel,
  Jr.