exhibit1041.htm


    EXHIBIT
10.41

    



    
      
        


        
          2008
Deferred Stock Award

        

        


      



     

    


     

     

    May 28,
2008

     

     2008 Deferred
Stock Award for:

     

    [DIRECTOR]

     

    


                                                                                             
Grant Date:May 6,
2008

                                                                     Deferred
Stock Awarded:2,100
Shares

                       Grant Date Fair Market
Value:     $95,991.00

    


    


    This
notice confirms the grant of 2,100 shares of Deferred Stock by the Company on
May 6, 2008.

    


    This
grant of Deferred Stock awarded to you will vest on May 6, 2009 (or upon your
retirement, if earlier) and is granted under and is subject to the terms and
conditions specified in the West Pharmaceutical Services, Inc. 2007 Omnibus
Incentive Plan.  This grant is also subject to the terms and
conditions of the Company’s Non-Qualified Deferred Compensation Plan for Outside
Directors, as amended, and the accompanying grant documentation.

    


    Enclosed
with this award letter is an information packet that contains a Summary of Key
Terms, which you should read carefully.

    


    The
Participant Information Statement, which contains additional information about
the Plan, including the U.S. federal tax consequences of awards based on the
state of the law at the time of the grant was previously
distributed.  We strongly suggest that you consult a qualified
financial or tax advisor.

    


       Very truly
yours,

    


      /s/John R. Gailey

    


                           John R. Gailey III

          Secretary

    


    Enclosures

    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


          
            


            
              2008
Deferred Stock Award

            

            


          

        

      

    

    


    Summary
of Key Terms (Excerpted from Participant Information Statement) for

    Director
Deferred Stock Awards

    


    
      	
              1.  

            	
              Crediting of Deferred
      Stock.  All Deferred Stock will be credited to your
      account under the Company’s Non-Qualified Deferred Compensation Plan for
      Outside Directors, as amended (the “Deferred Compensation Plan”) and will
      be considered “Deferred Stock” for all purposes under the Deferred
      Compensation Plan.

            


    

     

    
      	
              2.  

            	
              Crediting of Dividend
      Equivalents.  Each calendar quarter, the Company will
      credit to your account an additional number of shares of Deferred
      Stock.  The number of shares to be credited is determined by
      dividing the dividends paid in respect of the number of shares Deferred
      Stock held in your account on the relevant dividend record date by the
      fair market value of the Company’s common stock on the last business day
      of the previous calendar quarter.

            


    

     

    
      	
              3.  

            	
              Adjustments.
      The value and attributes of each share of Deferred Stock held in your
      account will be appropriately adjusted consistent with any change in the
      Company’s common stock, including a change resulting from a stock
      dividend, recapitalization, reorganization, merger, consolidation,
      split-up, or combination or exchange of
shares.

            


    

     

    
      	
              4.  

            	
              Payment Upon
      Termination.  Distribution of your Deferred Stock will
      occur only upon your termination of service as a director.  In
      the event of a termination of service, your Deferred Stock will be
      distributed as shares of stock (plus cash for any partial shares credited
      to your account) in accordance with the terms of the Deferred Compensation
      Plan.  The number of shares of Deferred Stock that you are
      entitled to receive will be determined on your termination
      date.

            


    

     

    
      	
              5.  

            	
              Incorporation of
      Plans.  This Award is subject to the applicable terms and
      conditions of the West Pharmaceutical Services, Inc. 2007 Omnibus
      Incentive Compensation Plan and the Deferred Compensation Plan, each of
      which is incorporated herein by reference, and in the event of any
      contradiction, distinction or differences between this summary and the
      terms of the plan documents, the plan documents will
    control.