SECOND AMENDED AND RESTATED
                           CHANGE-IN-CONTROL AGREEMENT



         THIS IS A SECOND AMENDED AND RESTATED CHANGE-IN-CONTROL
AGREEMENT (the "Agreement"), dated as of March 25, 2000
between West Pharmaceutical, Services, Inc., a Pennsylvania
corporation, (formerly named "The West Company, Incorporated")
(the "Company") and [NAME] ("Executive").

                                   Background

         The Executive and the Company are parties to a certain
letter agreement dated [DATE] (the "Change-in-Control
Agreement").  The Company and the Executive amended and
restated the Change-in-Control Agreement on April 28, 1998
(the "Amended and Restated Change-in-Control Agreement").  The
Company desires to make a second amendment and restatement of
the Change-in-Control Agreement to make certain changes as set
forth herein.

                                    Agreement

         In consideration of the foregoing and Executive's
continued employment with the Company, and intending to be
legally bound, the Company agrees with Executive as follows:

1.    Definitions.  As used in this Agreement, the following
      terms will have the meanings set forth below:

(a)   An "Affiliate" of any Person means any Person
      directly or indirectly controlling, controlled by or
        under common control with such Person.

(b)   "Change in Control" shall mean a change in control of
      a nature that would be required to be reported in
      response to Item 1 of the Current Report on Form 8-K
      as in effect on the date of this Agreement pursuant
      to Section 13 or 15(d) of the Securities Exchange Act
      of 1934, as amended, (the "Act"), provided, that,
      without limitation, a Change in Control shall be
      deemed to have occurred if:

(i)   Any Person, other than:

(1)   the Company,

(2)   any Person who on the date hereof is a
      director or officer of the Company, or

(3)   a trustee or fiduciary holding securities
      under an employee benefit plan of the
      Company,

(ii)           is or becomes the "beneficial owner," (as
               defined in Rule 13-d3 under the Act), directly or
               indirectly,  of securities of the Company  representing more than
               50%  of  the  combined   voting  power  of  the  Company's   then
               outstanding securities; or

          (iii)During any  period of two  consecutive  years  during the term of
               this  Agreement,  individuals who at the beginning of such period
               constitute  the Board of Directors  of the Company  cease for any
               reason to  constitute  at least a  majority  thereof,  unless the
               election of each director who was not a director at the beginning
               of  such  period  has  been  approved  in  advance  by  directors
               representing at least  two-thirds of the directors then in office
               who were directors at the beginning of the period; or

          (iv) The shareholders of the Company  approve:  (A) a plan of complete
               liquidation  of the Company;  or (B) an agreement for the sale or
               disposition of all or substantially  all of the Company's assets;
               or (C) a merger, consolidation,  or reorganization of the Company
               with or  involving  any other  corporation,  other than a merger,
               consolidation, or reorganization (collectively, a "Transaction"),
               that  would  result  in the  voting  securities  of  the  Company
               outstanding  immediately  prior  thereto  continuing to represent
               (either  by  remaining  outstanding  or by being  converted  into
               voting securities of the surviving  entity),  at least 50% of the
               combined voting power of the voting securities of the Company (or
               the  surviving  entity,  or an  entity  which as a result  of the
               Transaction owns the Company or all or  substantially  all of the
               Company's   assets  either   directly  or  through  one  or  more
               subsidiaries) outstanding immediately after the Transaction.

(c)   "Code" means the Internal Revenue Code of 1986, as
      amended.

(d)   The "Company's Business" means: (i) the contract-
      manufacturing and contract-filing business for the
      pharmaceutical and consumer-products industries,
      being carried on by West Pharmaceutical Services
      Lakewood, Inc. and its subsidiaries; (ii) the
      manufacture and sale of stoppers, closures,
      containers, medical-device components and assemblies
      made from elastomers, metal and plastic for the
      health-care and consumer-products industries; (iii)
      the development of proprietary drug-delivery
      technologies that provide optimized therapeutic
      effects for challenging drug molecules, such as
      peptides and proteins, carbohydrates,
      oligonucleotides, as well as systems for vaccines,
      gene therapy and diagnostic applications; and (iv)
      any other business conducted by the Company or any of
      its Subsidiaries or Affiliates during the term of
      this Agreement and in which Executive has have been
      actively involved.

(e)   "Constructive Termination" means the occurrence of
      any of the following events:

               (i)         The Company requires Executive to assume any
                           duties inconsistent with, or the Company makes
                           a significant diminution or reduction in the
                           nature or scope of Executive's authority or
                           duties from, those assigned to or held by
                           Executive on the date of this Agreement;

               (ii)        A material reduction in Executive's annual
                           salary or incentive compensation
                           opportunities;

               (iii)       A relocation of Executive's site of employment
                           to a location more than 50 miles from
                           Executive's site of employment on the date of
                           this Agreement;

               (iv)        The Company falls to provide Executive with a
                           reasonable number of paid vacation days at
                           least equal to the number of paid vacation
                           days to which Executive was entitled in the
                           last full calendar year prior to the execution
                           of this Agreement;

               (v)         The Company fails to provide Executive with
                           substantially the same fringe benefits that
                           were provided to Executive immediately prior
                           to the date of this Agreement, or with a
                           package of fringe benefits that, although one
                           or more of such benefits may vary from those
                           in effect immediately prior to the execution
                           of this Agreement, is substantially at least
                           as beneficial to Executive in all material
                           respects is such prior fringe benefits taken
                           as a whole; or

               (vi)        A successor of the Company does not assume the
                           Company's obligations under this Agreement,
                           expressly or as a matter of law.

               Notwithstanding the foregoing, no Constructive
               Termination will be deemed to have occurred under any
               of the following circumstances:

                           (1)      Executive will have consented in writing
                                    or given a written waiver to the
                                    occurrence of any of the events
                                    enumerated in clauses (i) through (vi)
                                    above;

(2)   Executive will have failed to give the
      Company written notice stating
      Executive's intention to claim
      Constructive Termination and the basis
      for that claim at least 10 days in
      advance of the effective date of
      Executive's resignation; or

(3)   The event constituting a Constructive
      Termination has been cured or reserved by
      the Company prior to the effective date
      of Executive's resignation.

(f)   "Payment" means

(i)   any amount due or paid to the Executive under
      this Agreement,

(ii)           any amount that is due or paid to the
                           Executive under any plan, program or
                           arrangement of the Company and any of its
                           subsidiaries, and

(iii)          any amount or benefit that is due or payable
               to the Executive under this Agreement or under
               any plan, program or arrangement of the
               Company and any of its subsidiaries not
               otherwise covered under clause (i) or (ii)
               hereof which must reasonably be taken into
               account under section 280G of the Code  and
               the Regulations in determining the amount of
               the "parachute payments"  received by the
               Executive, including, without limitation, any
               amounts which  must be taken into account
               under the Code and Regulations as a result of
               (1)  the acceleration of the vesting of any
               option, restricted stock or other equity
               award granted under any equity plan of the
               Company or otherwise, (2) the acceleration of
               the time at which any payment or benefit is
               receivable by the Executive or (3) any
               contingent severance or other amounts that are
               payable  to the Executive.

(g)   "Person" means an individual, a corporation, a
      partnership, an association, a trust or other entity
      or organization.

(h)   "Regulations" means the proposed, temporary and final
      regulations under section 280G of Code or any
      successor provision thereto.

(i)   "Restrictive Period" means the period of time that
      commences on the date hereof and ends on the first
      anniversary of the Termination Date.

(j)   "Retirement Plan" means the West Pharmaceutical
      Services, Inc. Employees' Retirement Plan and any
      successor plan thereto.

(k)   "Savings/Deferred Comp Plan" means The Company's
      Salaried Employees' Savings Plan, The Company's Non-
      Qualified Deferred Compensation Plan for Designated
      Executive Officers and any other similar plan
      established from time to time that may allow
      executive officers to defer taxation of compensation.

(l)   "Subsidiary" has the meaning ascribed to the term by
               section 425(f) of the Code.

(m)   "Termination Date" is the date on which Executive
      ceases to be employed by the Company or any of its
      Subsidiaries or Affiliates for any reason.

2.    Termination Following a Change in Control.

      (a)      Executive will be entitled to the benefits specified
               in Section 3 (Benefits Payable Upon Termination of
               Employment) if,

               (I)         at any time within two years after a Change in
                           Control has occurred, Executive's employment
                           by the Company is terminated:

                           (1)      by the Company, other than by reason of
                                    death, disability, continuous willful
                                    misconduct to the detriment of the
                                    Company, or retirement at Executive's
                                    normal retirement date under the
                                    Retirement Plan, or

                           (2)      as a result of Executive's resignation at
                                    any time following Executive's
                                    Constructive Termination; or

               (II)        the Executive resigns for any reason within 30
                           days following the first anniversary of a
                           Change in Control.

               Except as otherwise set forth in Section 2(b),
               Executive will not be entitled to the benefits
               specified in Section 3 hereof if Executive's
               employment terminates for any other reason or if, at
               any time thereafter, Executive is in breach of any of
               Executive's obligations under this Agreement.

      (b)      If the Company executes an agreement, the
               consummation of which would result in the occurrence
               of a Change in Control, then, with respect to a
               termination

               (i)         by the Company, other than by reason of death,
                           disability, continuous willful misconduct to
                           the detriment of the Company, or retirement at
                           Executive's normal retirement date under the
                           Retirement Plan, or

               (ii)        as a result of Executive's resignation at any
                           time following Executive's Constructive
                           Termination occurring after the execution of
                           such agreement (and, if such agreement expires
                           or is terminated prior to consummation, prior
                           to the expiration or termination of such
                           agreement),

               a Change in Control shall be deemed to have occurred
               as of the date of the execution of such agreement and
               the Executive will be entitled to the severance
               compensation specified in Section 3 hereof.

3.    Benefits Payable Upon Termination of Employment.  Upon
      termination of employment as set forth in Section 2
      (Termination Following a Change in Control), Executive
      will be entitled to the following benefits:

(a)   Severance Compensation.  Executive will be entitled
      to severance compensation in an amount equal to three
      times the sum of

               (i)         Executive's highest annual base salary rate in
                           effect during the year of the termination of
                           Executive's employment, plus

               (ii)        the annual bonus paid or payable for the
                           fiscal year immediately preceding a Change in
                           Control or upon the termination of Executive's
                           employment (whichever amount is greater);

               provided, however, that if at any time before the
               third anniversary of the Termination Date, Executive
               either (x) elects retirement under the Retirement
               Plan, or (y) could have been compelled to retire
               under the Retirement Plan if Executive had remained
               employed by the Company, Executive's severance
               compensation under this Section 3(a) will be reduced
               by an amount equal to the product obtained by
               multiplying such severance compensation by a fraction
               the numerator of which is the number of days elapsed
               from the Termination Date until the date on which
               either of the events described in clauses (x) or (y)
               first occurs, and the denominator of which is 1095.

               The severance compensation paid hereunder will not be
               reduced to the extent of any other compensation for
               Executive's services that Executive receives or is
               entitled to receive from any other employment
               consistent with the terms of this Agreement.

(b)   Equivalent of Vested Savings/Deferred Comp Plan
      Benefit. The Company will pay to Executive the
      difference, if any, between

(i)   the benefit Executive would be entitled to
      receive under the Savings/Deferred Comp Plan
      if the Company's contributions to the
      Savings/Deferred Comp Plan were fully vested
      upon the termination of Executive's
      employment, and

(ii) the  benefit  Executive  is  entitled  to  receive  under  the terms of the
     Savings/Deferred Comp Plan upon termination of Executive's employment.


               Any such benefit will be payable at such time and in
               such manner as benefits are payable to Executive
               under the Savings/Deferred Comp Plan.

(c)   Unvested Equity Awards.  All stock options, other
      equity-based awards and shares of the Company's stock
      granted or awarded to Executive pursuant to any
      Company compensation or benefit plan or arrangement,
      but which are unvested, will vest immediately upon
      termination of Executive's employment. The provisions
      of this Section 3(c) will supersede the terms of any
      such grant or award made to Executive under any such
      plan or arrangement to the extent there is an
      inconsistency between the two.

(d)   Employee and Executive Benefits. Executive will be
      entitled to a continuation of all hospital, major
      medical, medical, dental, life and other insurance
      benefits not otherwise addressed in this Agreement in
      the same manner and amount to which Executive was
      entitled on the date of a Change in Control or on the
      date of Constructive Termination of Executive's
      employment (whichever benefits are more favorable to
      Executive) until the earlier of

               (i)         a period of 36 months after termination of
                           Executive's employment,

               (ii)        Executive's retirement under the Retirement
                           Plan, or

               (iii)       Executive's eligibility for similar benefits
                           with a new employer.

               Assistance in finding new employment will be made
               available to Executive by the Company if Executive so
               requests. Upon termination of Executive's employment,
               Company cars must be returned to the Company.

4.    Additional Payments.

(a)   Gross-Up Payment.  Notwithstanding anything herein to
      the contrary, if it is determined that any Payment
      would be subject to the excise tax imposed by section
      4999 of the Code or any interest or penalties with
      respect to such excise tax (such excise tax, together
      with any interest or penalties thereon, is herein
      referred to as an "Excise Tax"), then the Executive
      shall be entitled to an additional payment (a "Gross-
      Up Payment") in an amount that will place the
      Executive in the same after-tax economic position
      that the Executive would have enjoyed if the Excise
      Tax had not applied to the Payment.

(b)   Determination of Gross-Up Payment.  Subject to the
      provisions of Section 4(c), all determinations
      required under this Section 4, including whether a
      Gross-Up Payment is required, the amount of the
      Payments constituting excess parachute payments, and
      the amount of the Gross-Up Payment, shall be made by
      the accounting firm that was the Company's
      independent auditors immediately prior to the Change
      in Control (or, in default thereof, an accounting
      firm mutually agreed upon by the Company and the
      Executive) (the "Accounting Firm"), which shall
      provide detailed supporting calculations both to the
      Executive and the Company within fifteen days of the
      Change in Control, the date of termination of
      employment or any other date reasonably requested by
      the Executive or the Company on which a determination
      under this Section 4 is necessary or advisable.  The
      Company shall pay to the Executive the initial Gross-
      Up Payment within 5 days of the receipt by the
      Executive and the Company of the Accounting Firm's
      determination.  If the Accounting Firm determines
      that no Excise Tax is payable by the Executive, the
      Company shall cause the Accounting Firm to provide
      the Executive with an opinion that the Accounting
      Firm has substantial authority under the Code and
      Regulations not to report an Excise Tax on the
      Executive's federal income tax return.  Any
      determination by the Accounting Firm shall be binding
      upon the Executive and the Company.  If the initial
      Gross-Up Payment is insufficient to cover the amount
      of the Excise Tax that is ultimately determined to be
      owing by the Executive with respect to any Payment
      (hereinafter an "Underpayment"), the Company, after
      exhausting its remedies under Section 4(c) below,
      shall promptly pay to the Executive an additional
      Gross-Up Payment in respect of the Underpayment.

(c)   Procedures.  The Executive shall notify the Company
      in writing of any claim by the Internal Revenue
      Service that, if successful, would require the
      payment by the Company of a Gross-Up Payment.  Such
      notice shall be given as soon as practicable after
      the Executive knows of such claim and shall apprise
      the Company of the nature of the claim and the date
      on which the claim is requested to be paid.  The
      Executive agrees not to pay the claim until the
      expiration of the thirty-day period following the
      date on which the Executive notifies the Company, or
      such shorter period ending on the date the Taxes with
      respect to such claim are due (the "Notice Period").
      If the Company notifies the Executive in writing
      prior to the expiration of the Notice Period that it
      desires to contest the claim, the Executive shall:
      (i) give the Company any information reasonably
      requested by the Company relating to the claim; (ii)
      take such action in connection with the claim as the
      Company may reasonably request, including, without
      limitation, accepting legal representation with
      respect to such claim by an attorney reasonably
      selected by the Company and reasonably acceptable to
      the Executive; (iii) cooperate with the Company in
      good faith in contesting the claim; and (iv) permit
      the Company to participate in any proceedings
      relating to the claim.  The Executive shall permit
      the Company to control all proceedings related to the
      claim and, at its option, permit the Company to
      pursue or forgo any and all administrative appeals,
      proceedings, hearings, and conferences with the
      taxing authority in respect of such claim.  If
      requested by the Company, the Executive agrees either
      to pay the tax claimed and sue for a refund or
      contest the claim in any permissible manner and to
      prosecute such contest to a determination  before any
      administrative tribunal, in a court of initial
      jurisdiction and in one or more appellate courts as
      the Company shall determine; provided, however, that,
      if the Company directs the Executive to pay such
      claim and pursue a refund, the Company shall advance
      the amount of such payment to the Executive on an
      after-tax and interest-free basis (the "Advance").
      The Company's control of the contest related to the
      claim shall be limited to the issues related to the
      Gross-Up Payment and the Executive shall be entitled
      to settle or contest, as the case may be, any other
      issues raised by the Internal Revenue Service or
      other taxing authority.  If the Company does not
      notify the Executive in writing prior to the end of
      the Notice Period of its desire to contest the claim,
      the Company shall pay to the Executive an additional
      Gross-Up Payment in respect of the excess parachute
      payments that are the subject of the claim, and the
      Executive agrees to pay the amount of the Excise Tax
      that is the subject of the claim to the applicable
      taxing authority in accordance with applicable law.

(d)   Repayments.  If, after receipt by the Executive of an
               Advance, the Executive becomes entitled to a refund
               with respect to the claim to which such Advance
               relates, the Executive shall pay the Company the
               amount of the refund (together with any interest paid
               or credited thereon after Taxes applicable thereto).
               If, after receipt by the Executive of an Advance, a
               determination is made that the Executive shall not be
               entitled to any refund with respect to the claim and
               the Company does not promptly notify the Executive of
               its intent to contest the denial of refund, then the
               amount of the Advance shall not be required to be
               repaid by the Executive and the amount thereof shall
               offset the amount of the additional Gross-Up Payment
               then owing to the Executive.

(e)   Further Assurances.  The Company shall indemnify the
      Executive and hold the Executive harmless, on an
      after-tax basis, from any costs, expenses, penalties,
      fines, interest or other liabilities ("Losses")
      incurred by the Executive with respect to the
      exercise by the Company of any of its rights under
      this Section 4, including, without limitation, any
      Losses related to the Company's decision to contest
      a claim or any imputed income to the Executive
      resulting from any Advance or action taken on the
      Executive's behalf by the Company hereunder.  The
      Company shall pay, or cause the Trust to pay, all
      legal fees and expenses incurred under this Section
      4 and shall promptly reimburse the Executive, or
      cause the Trust to reimburse the Executive, for the
      reasonable expenses incurred by the Executive in
      connection with any actions taken by the Company or
      required to be taken by the Executive hereunder.  The
      Company shall also pay all of the fees and expenses
      of the Accounting Firm, including, without
      limitation, the fees and expenses related to the
      opinion referred to in Section 4(b).


5.    Payment of Severance Compensation.

      (a)      The severance compensation set forth in Section 3 (a)
               will be payable in 36 equal monthly installments
               commencing on the first day of the month following
               the month in which Executive's employment terminates.
               However, Executive may elect in writing, in
               accordance with the provisions of this Section, to
               receive Executive's severance compensation in a lump
               sum at a later time or in installments in amounts and
               at times elected by Executive, but Executive's
               election will not entitle Executive to receive
               severance compensation sooner than permitted by the
               preceding sentence.

(b)   Executive must elect to receive amounts in
      installments or to defer payments by filing a written
      election with the Company, which specifies the time
      at which payments are to be made and the amounts of
      such payments. Executive's election to receive
      installment payments or to defer payments will not be
      valid unless it is made prior to the time Executive
      is entitled to receive any payments under this
      Agreement. The last such election in effect on the
      day before a termination of employment will be
      controlling.  No election may be made on or after
      termination of employment.

      (c)      The payment of deferred amounts must commence no
               earlier than the first business  day of the calendar
               year following the termination of Executive's
               employment and no later than the third calendar year
               following the attainment of normal retirement age
               under the Retirement Plan.

6.    Non-Disclosure and Confidentiality.

      (a)      Executive agrees that Executive will keep secret and
               maintain in confidence all confidential information
               of the Company and will not use such information
               other than for the Company's benefit or disclose such
               information to anyone outside of the Company, either
               during or after Executive's employment with the
               Company.

      (b)      Executive will promptly deliver to the Company on the
               termination of Executive's employment with the
               Company, or at any time the Company requests, all
               memoranda, notes, records and other documents (and
               all copies thereof) relating to the Company's
               business or confidential matters which Executive then
               has or controls.

      (c)      All inventions, improvements, new ideas and
               techniques which relate to the Company's business
               which Executive makes or conceives during Executive's
               employment with the Company or within six months
               thereafter will be the Company's property. Without
               additional compensation to Executive, Executive will
               promptly inform the Company of such inventions,
               improvements, ideas and techniques, and will assist
               the Company in preserving them and will not disclose
               them to anyone else without the Company's consent.

      (d)      Executive understands that, as used in this Section,
               the phrase "confidential information of the Company"
               includes all information of a technical, commercial
               or other nature of or about the Company (such as
               formulae, trade secrets, customer lists and know-how)
               not made available to the general public.

7.    Legal Fees. The Company will pay all legal fees and
      expenses which Executive may incur as a result of the
      Company's contesting the validity or enforceability of
      this Agreement.

8.    Payments Final.  In the event of a termination of
      Executive's employment under the circumstances described
      in this Agreement, the arrangements provided for by this
      Agreement, and any other agreement between the Company and
      Executive in effect at that time and by any other
      applicable plan of the Company in which Executive then
      participates, will constitute the entire obligation of the
      Company to Executive, and performance of that obligation
      will constitute full settlement of any claim that
      Executive might otherwise assert against the Company on
      account of such termination. The Company's obligation to
      pay Executive under this Agreement will be absolute and
      unconditional and will not be affected by any
      circumstance, including without limitation, any set-off,
      counterclaim, defense or other rights the Company may have
      against Executive or anyone else as long as Executive is
      not in beach of Executive's obligations under this
      Agreement.

9.    Non-Competition.

(a)   During the Restrictive Period, Executive will not,
      and will not permit any of Executive's Affiliates, or
      any other Person, directly or indirectly, to:

(b)   engage in competition with, or acquire a direct or
               indirect interest or an option to acquire such an
               interest in any Person engaged in competition with,
               the Company's Business in the United States (other
               than an interest of not more than 5 percent of the
               outstanding stock of any publicly traded company);

(i)   serve as a director, officer, employee or
      consultant of, or furnish information to, or
      otherwise facilitate the efforts of, any
      Person engaged in competition with the
      Company's Business in the United States or
      Puerto Rico;

(ii)           solicit, employ, interfere with or attempt to
               entice away from the Company any employee who
               has been employed by the Company or a
               Subsidiary in an executive or supervisory
               capacity in connection with the conduct of the
               Company's Business within one year prior to
               such solicitation, employment, interference or
               enticement; or

(iii)          approach, solicit or deal with in competition
               with the Company or any Subsidiary any Person
               which at any time during the 12 months
               immediately preceding the Termination Date:

                           (1)      was a customer, client, supplier, agent
                                    or distributor of the Company or any
                                    Subsidiary;

                           (2)      was a customer, client, supplier, agent
                                    or distributor of the Company or any
                                    Subsidiary with whom employees reporting
                                    to or under the direct control of
                                    Executive had personal contact on behalf
                                    of the Company or any Subsidiary; or

                           (3)      was a Person with whom Executive had
                                    regular, substantial or a series of
                                    business dealings on behalf of the
                                    Company or any Subsidiary (whether or not
                                    a customer, client, supplier, agent or
                                    distributor of the Company or any
                                    Subsidiary).

(c)   For the avoidance of doubt, Executive agrees that the
      phrase "Person engaged in competition with the
      Company's Business" as used in this Section includes,
      without limitation, the companies listed on Exhibit
      "A" to this Agreement, their Affiliates and
      subsidiaries.

10.   Vesting in the Event of a Change in Control.  In the
      event of a Change in Control, all stock options,
      equity-based awards and shares of the Company's stock
      granted or awarded to the Executive pursuant to any
      Company compensation or benefit plan or arrangement,
      but which are unvested at that time, will vest
      immediately upon such Change in Control.  The
      provisions of this Section 10 will supersede the
      terms of any such grant or award made to Executive
      under any such plan or arrangement to the extent
      there is an inconsistency between the two.

11.   Duration of Agreement.  This Agreement shall commence
      on the date hereof and shall continue until
      terminated as provided in this Section. This
      Agreement may be terminated only under the following
      circumstances:

(i)   At any time by the mutual written consent of
      Executive and the Company; and

     (ii)      By the Company at the end of each successive two-year
               period commencing on the date of this Agreement by
               giving Executive written notice at least one year in
               advance of such termination, except that such
               termination and written notice will not be effective
               unless Executive will be employed by the Company on
               the Termination Date.

12.            Miscellaneous.

               (a)         In consideration for the benefit of having the
                           protection afforded by this Agreement,
                           Executive agrees that the provisions of
                           Section 6 (Non-Disclosure and Confidentiality)
                           and Section 9 (Non-Competition) of this
                           Agreement apply to Executive, and Executive
                           will be bound by them, whether or not a Change
                           in Control occurs or Executive actually
                           receives the benefits specified in Section 3
                           hereof.

               (b)         This Agreement will be binding upon and inure
                           to the benefit of Executive, Executive's
                           personal representatives and heirs and the
                           Company and any successor of the Company, but
                           neither this Agreement nor any rights arising
                           hereunder may be assigned or pledged by
                           Executive.

               (c)         Executive acknowledges that a breach of the
                           covenants contained in Section 6 (Non-
                           Disclosure and Confidentiality) and Section 9
                           (Non-Competition) will cause the Company
                           immediate and irreparable harm for which the
                           Company's remedies at law (such as money
                           damages) will be inadequate. The Company shall
                           have the right, in addition to any other
                           rights it may have, to obtain an injunction to
                           restrain any breach or threatened breach of
                           such Sections. The Company may contact any
                           Person with or for whom you work after your
                           employment by the Company ends and may send
                           that Person a copy of this Agreement.

               (d)         Should any provision of this Agreement be
                           adjudged to any extent invalid by any
                           competent tribunal, that provision will be
                           deemed modified to the extent necessary to
                           make it enforceable.

               (e)         This Agreement will be governed and construed
                           in accordance with the laws of the
                           Commonwealth of Pennsylvania.

               (f)         This Agreement amends and restates the Amended
                           and Restated Change in Control Agreement,
                           which shall be null and void and of no further
                           effect. This Agreement constitutes the entire
                           agreement and understanding between the
                           Company and Executive with respect to the
                           subject matter hereof and merges and
                           supersedes all prior discussions, agreements
                           and understandings between the Company and
                           Executive with respect to such matters.
               (g)         This Agreement may be executed in one or more
                           counterparts, which together shall constitute
                           a single agreement.

     IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first written above.

                                 WEST PHARMACEUTICAL SERVICES, INC.




---------------------             By:-----------------------------
     [NAME]                       William G. Little, Chairman of
                                  the Board and Chief Executive Officer


                                                                  Exhibit "A"

                               List of Persons Engaged In Competition With
                                          the Company's Business

               Stelmi Trading International, including its
               subsidiary American Stelmi, Inc.

               Pharmaceutical packaging division of Swiss Group
               Datwyler, including its subsidiary Helvoet Pharma,
               Inc.

               Comar, Inc.

               Alusuisse SA, including its subsidiary Lawson Mardon
               Wheaton, Inc.

               Sharp Ivers-Lee Corporation

               Accupac

               Anderson Packaging, Inc.

               Packaging Coordinators, Inc. (PCI)

               Pharmaceutical Packaging Specialties, Inc.

               Nastech, Inc.

               Emisphere Technologies Incorporated

               Elan Corporation, PLC

               TheraTech, Inc.

               ALZA Corporation