AMENDED AND RESTATED EMPLOYMENT AGREEMENT

          THIS  IS  AN  AMENDED   AND   RESTATED   EMPLOYMENT  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  William  G.  Little  (the
     "Employee").

                                   Background


          The Company and Employee are parties to an Employment Agreement, dated
     as of May 20, 1991 (the "1992  Employment  Agreement")  and an amendment to
     the 1992  Employment  Agreement,  dated April 28, 1998 (as so amended,  the
     "Amended Employment  Agreement").  The Company desires to amend and restate
     the Amended  Employment  Agreement to incorporate the previous amendment as
     well as to make certain other changes as set forth herein.


                                    Agreement

         Intending to be legally bound, the parties agree as follows:

1.       Position.  The Company engages the Employee as its Chief
         Executive Officer.  The Employee will perform such services as
         may be assigned to him by the Company's Bylaws and Board of
         Directors.  The Company will also cause the Employee to become
         a director of the Company.

2.       Exclusive Services.  The Employee will diligently devote his
         entire time, effort and attention to the affairs of the
         Company and to the successful development of its business.
         Without the Company's advance written consent, the Employee
         will not render business services to others or engage in any
         other activity that would materially interfere with the
         performance of his duties under this Agreement.  Nevertheless,
         as long as the following activities do not interfere with the
         Employee's obligations to the Company, the Employee may:  (a)
         serve as a director, officer or trustee of any trade
         association or of any civic, educational or charitable
         organization; (b) acquire solely as an investment securities
         of any entity so long as (i) he remains a passive investor in
         that entity and (ii) that entity does not, directly or
         indirectly, compete with the Company; and (c) with the prior
         consent of the Company's Board of Directors, serve as director
         of any corporation which does not, directly or indirectly,
         compete with the Company.



3.       Term of Employment.  Unless sooner terminated as provided in
         Sections 6 or 7 of this Agreement, the Employee's employment
         term shall begin on the date of the 1992 Employment Agreement
         (the "Commencement Date") and shall end on the sooner of the
         Employee's normal retirement date or the second anniversary of
         the Company's giving notice of termination, which notice may
         be given at any time on or after (but not before) May 20,
         1992.


4.       Compensation and Benefits.


         4.1      Compensation.


                  (a)      Base Salary.  The Employee's annual base salary
                           will be determined in accordance with the Company's
                           regular executive compensation review arrangements.


                  (b)      Bonuses.  In addition to his base salary, the
                           Employee will be entitled to participate in the
                           executive compensation arrangements described in
                           Section 5.


         4.2      Employee Benefits.


                  (a)      The Employee will be entitled to participate in the
                           Company's employee benefit plans that are generally
                           available to the Company's executive management.
                           These include any group life, hospitalization,
                           surgical, major medical and accidental death and
                           dismemberment insurance plans and the Company's
                           Supplemental Executives' Retirement Plan and the
                           Company's Salaried Employees' Retirement Plan.


                  (b)      In determining the Employee's benefits under the
                           Company's Supplemental Executive Retirement Plan
                           (i) his years of service under that Plan will
                           include the years of service taken into account in
                           determining his benefits under qualified pension
                           plans sponsored by The Kendall Company and C. R.
                           Bard, Inc. and (ii) on the date of the 1992
                           Employment Agreement, the Employee will be deemed
                           to be vested under that Plan by virtue of such
                           prior service.



                  (c)      In determining the Employee's benefits and vesting
                           rights under the Company's Salaried Employee's
                           Retirement Plan, the Employee will be treated as
                           though he joined the Company on the date of the
                           1992 Employment Agreement without credit for prior
                           service with previous employers.  However, on
                           Employee's retirement under that plan, he will be
                           entitled to receive a supplemental retirement
                           benefit which, when added to the payments he
                           receives under all of the Company's pension plans
                           in which he participates, will equal the amount he
                           would have received had his service under those
                           plans included his service taken into account in
                           determining his benefits under qualified pension
                           plans sponsored by The Kendall Company and C. R.
                           Bard, Inc.



                  (d)      However, notwithstanding Sections 4.2 (b) and (c),
                           amounts paid to the Employee by the Company and by
                           its pension plans will be reduced by the benefits
                           the Employee is or would have been entitled to
                           receive under pension plans sponsored by The
                           Kendall Company and C. R. Bard, Inc. if he has or
                           had retained the right to retire under the plans
                           sponsored by those employers.  In computing that
                           reduced amount, the Company may rely on information
                           furnished to it by those other employers, and on
                           appropriate actuarial adjustments (if practical, or
                           otherwise adjusted as the parties may reasonably
                           agree) to reflect the value of any benefits that
                           are or would have been payable under those other
                           plans in a manner or at a time different from the
                           manner or time that benefits are payable under the
                           Company's plans.



                  (e)      For purposes of determining vacation leave under
                           the Company's vacation policy, the Employee will
                           receive credit for periods of prior service with
                           The Kendall Company and C. R. Bard, Inc.


                    4.3  Reimbursement  of Expenses.  The Company will reimburse
                         the Employee in accordance  with the Company's  expense
                         reimbursement  policy as in  effect  from time to time,
                         for expenses reasonably and properly incurred by him in
                         performing  his duties.  The Employee shall furnish the
                         Company   with   evidence  of  his   disbursements   in
                         sufficient  detail to qualify them as deductions  under
                         the  Internal  Revenue  Code of 1986,  as amended  (the
                         "Code").  The Company will also  reimburse the Employee
                         for  reasonable  personal  financial  and tax  planning
                         expenses  incurred in  connection  with the  Employee's
                         initial employment in an aggregate amount not to exceed
                         $3,500.



                    4.4  Relocation.  The Company will assist the Employee  with
                         relocation  expenses  and other  activities  associated
                         with  Employee's  relocation  to a new residence in the
                         area of the Company's  executive  offices in accordance
                         with the  Company's  relocation  policy  applicable  to
                         salaried employees in the form attached.



                    4.5  Automobile.  The Company will provide the Employee with
                         the use of an automobile  and will pay or reimburse the
                         Employee for maintenance and operation expenses of that
                         automobile in accordance  with the Company's  executive
                         automobile policy.


5.       Establishment of Executive Compensation Arrangements.  The
         Board of Directors has revised its executive incentive
         compensation arrangements under the Shareholder-approved Long
         Term Incentive Plan to provide for substantial incentive
         compensation opportunities for all of the Company's key
         executives.  That plan shall be in effect for 1992 and each
         subsequent year of the Employee's employment.  That plan will
         provide for bonuses of up to 100% of annual base salary based
         on the participant's rank and the achievement of fundamental
         and substantial increases in shareholder value.  The latter
         will be determined by performance criteria established by the
         Compensation Committee in consultation with the Company's
         senior executives.



6.       Termination.


         6.1      Termination for Cause.  The Company may terminate the
                  Employee's employment, and the Company's obligations
                  under this Agreement, at any time for Cause by giving
                  notice to the Employee.  Such termination will be
                  effective as of the date of such notice and all rights of
                  the Employee under this Agreement shall terminate on such
                  date.



                  In this Agreement, "Cause" means:  (i) the Employee's
                  conviction of a felony; or (ii) the Employee's bankruptcy
                  or insolvency; or (iii) the Employee's failure to perform
                  his duties under this Agreement (other than due to
                  physical or mental illness) and the failure by the
                  Employee to correct that failure within 30 days after
                  written notice from the Company; or (iv) the Employee's
                  gross negligence or willful misconduct in the performance
                  of his duties; or (v) Employee's conduct which causes
                  substantial damage to the Company or any of its
                  affiliated companies or any of their business
                  reputations, or which brings them into disrepute; or (vi)
                  the Employee's breach of his undertakings under Sections
                  9 ("Confidential Information") or 10 ("Non-Competition").



                    6.2  Employee's  Disability.   If,  due  to  the  Employee's
                         Disability, he resigns or is terminated by the Company,
                         the  Employee  shall be  entitled  to receive  all base
                         salary earned and accrued to the date of termination or
                         resignation,  as well  as any  other  benefits  payable
                         under the Company's then current disability policy, but
                         all  other  rights  of  the  Employee  hereunder  shall
                         terminate as of the date of Employee's  termination  or
                         resignation.

                  In this Agreement, "Disability" means any physical or
                  mental ailment which prevents the Employee from
                  performing the duties incident to the Employee's
                  employment with the Company and which (i) has continued
                  for a period of 45 consecutive days, or for a period of
                  90 days whether or not consecutive, during any 360-day
                  period; or (ii) is determined by a physician as highly
                  likely to persist for 90 consecutive days or to be of
                  permanent duration.  Any question as to the existence,
                  extent, duration or potentiality of the Employee's
                  Disability shall be made by a qualified, independent
                  physician selected by the Company, whose determination
                  shall be final and conclusive for all purposes of this
                  Agreement.



                    6.3  Termination  Other Than For Cause.  The  Company  may
                         terminate the  Employee's  employment at any time other
                         than for Cause,  Disability  or by giving the two years
                         notice  specified  in Section 3, but if it does so, and
                         the  Employee is not then in breach of this  Agreement,
                         the  Company  shall  pay the  Employee  either:  (i) an
                         amount equal to the Employee's  annual base salary then
                         in  effect,  plus an amount  equal to his  annual  base
                         salary  that would be in effect for the next  following
                         year  if  such  amount  can  be  determined  from  this
                         Agreement or has been set by the Compensation Committee
                         to the Board of  Directors;  or (ii) if the  subsequent
                         year's annual base salary has not been so determined or
                         set, an amount equal to two times the  Employee's  then
                         current annual base salary. Such amount will be payable
                         as a lump  sum  within  30 days  following  the date of
                         termination   and   the   payment   will   be  in  full
                         satisfaction  of all claims  Employee  may have against
                         the Company.  If the  circumstances  of the termination
                         are  such  that  the  Employee  is  also   entitled  to
                         severance  compensation  under Section-7  ("Termination
                         Following a Change in  Control"),  the Employee will be
                         entitled to receive the larger of the two amounts under
                         Sections  6.3 or 7, but not  both.  The  provisions  of
                         Section 8.2  ("Additional  Payment")  will apply to all
                         will apply to all payments made under this Section 6.3.

                    6.4  Death.  In the  event  that  the  Employee  dies  while
                         employed under this  Agreement,  the Employee's  estate
                         shall be  entitled  to  receive:  (i) all  base  salary
                         earned and  accrued to the date of death;  and (ii) any
                         other  benefits  payable  under any then  current  life
                         insurance  policy provided to the Employee  pursuant to
                         Section  4.2,  hereof,  but  all  other  rights  of the
                         Employee hereunder shall terminate.



7.       Termination Following a Change in Control.

                    7.1  Termination  Following the  Consummation of a Change in
                         Control. The Employee will be entitled to the severance
                         compensation specified in Section 8 if, (a) at any time
                         within  two  years   after  a  Change  in  Control  has
                         occurred, the Employee's employment is terminated:  (i)
                         by  the  Company   other  than  for  Cause,   death  or
                         Disability  or  retirement  at  the  Employee's  normal
                         retirement date under the Company's Salaried Employees'
                         Retirement  Plan;  or (ii) as a  result  of  Employee's
                         resignation  at any  time  following  his  Constructive
                         Termination or (b) the Employee  resigns for any reason
                         within 30 days  following  the first  anniversary  of a
                         Change in  Control.  Except as  otherwise  set forth in
                         Section 7.2,  the Employee  will not be entitled to the
                         benefits  specified  in  Section 8 if his employment
                         terminates  for any  other  reason  or if,  at any time
                         thereafter,   the   Employee   is  in   breach  of  his
                         undertakings under this Agreement.n breach of his
                         undertakings under this Agreement.

                    7.2  Termination Following a Contemplated Change in Control.
                         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 for Cause,  death or  Disability or
                         retirement at the  Employee's  normal  retirement  date
                         under  the  Company's  Salaried  Employees'  Retirement
                         Plan; or (ii) as a result of the Employee's resignation
                         following his 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
                         Employee will be entitled to the severance compensation
                         specified in Section 8.


                  As used in this Section 7, the following terms shall have
                  the meanings described below:


                  (a)      "Change in Control" means a change in control of a
                           nature that would be required to be reported in
                           response to Item I of the Current Report on Form
                           8-K as in effect on April 28, 1998 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"  (as such term is used in Sections
                             13(d) and 14(d) of the Act), other than:

                                    A.      the Company,

                                    B.      any Person who on the date  hereof
                                            is an employee or officer of the
                                            Company, or

                                    C.      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."


           (b)       "Constructive Termination" means the occurrence of any
                     of the following events during the Employment Term:



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



                    (ii) a material  reduction in the Employee's  base salary or
                         incentive compensation opportunities;



                    (iii)a relocation of the Employee's  site of employment to a
                         location more than 51) miles from the  Employee's  site
                         of  employment  with the  Company  on the  Commencement
                         Date;



                    (iv) the  Company  fails  to  provide  the  Employee  with a
                         reasonable  number of paid vacation days at least equal
                         to the  number  of  paid  vacation  days to  which  the
                         Employee was entitled in the immediately preceding full
                         calendar year;



                    (v)  the  Company   fails  to  provide  the  Employee   with
                         substantially   the  same  fringe  benefits  that  were
                         provided to the  Employee on the  Commencement  Date or
                         with a package of fringe  benefits that,  though one or
                         more such benefits may vary from those in effect on the
                         Commencement   Date,  is   substantially  at  least  as
                         beneficial to the Employee in all material  respects as
                         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 shall be deemed to have occurred if:  (x)
                     the Employee shall have consented in writing or given
                     a written waiver to the occurrence of any to the events
                     enumerated in clauses (i) through (vi) above; or (y)
                     the Employee shall have failed to give the Company
                     written notice stating his intention to claim
                     Constructive Termination and the basis for that claim
                     at least 10 days in advance of the effective date of
                     the resignation; or (z) the event constituting a
                     constructive dismissal has been cured or reversed by
                     the Company prior to the effective date of his
                     resignation.



8.         Severance Compensation Following a Change in Control.



           8.1       Determination of Severance Compensation.  Upon
                     termination of employment as set forth in Section 7,
                     the Employee shall be entitled to:



                    (a)  severance  compensation  in an  amount  equal  to three
                         times the sum of:  (i) the  Employee's  highest  annual
                         base  salary  rate in  effect  during  the  year of the
                         termination of employment,  and (ii) an amount equal to
                         the annual  bonus paid or payable  for the fiscal  year
                         immediately  preceding  a  Change  in  Control  or  the
                         termination   of   employment   (whichever   amount  is
                         greater); provided, however, that if at any time before
                         the  third   anniversary  of  the  termination  of  the
                         Employee's  employment,   the  Employee  either  elects
                         retirement  under  the  Company's  Salaried  Employees'
                         Retirement Plan, or could have been compelled to retire
                         under that Plan if the Employee  had remained  employed
                         by the Company,  the severance  compensation under this
                         Section  shall be  reduced  by an  amount  equal to the
                         pension  benefit  payable  to the  Employee  under that
                         Plan,   determined   after  any  applicable   actuarial
                         reductions  for  early  commencement.   The  amount  of
                         pension  benefit  taken into  account for this  purpose
                         shall be limited to those  benefits  payable before the
                         third anniversary of the termination of employment. The
                         severance  compensation  paid  hereunder  shall  not be
                         reduced to the extent of any other compensation for the
                         Employee's services which the Employee receives or is
                         entitled to receive from any other employment as long
                         as that employment is consistent with the terms of
                         this Agreement;

                    (b)  the  difference,  if any,  between  (i) the benefit the
                         Employee   would  be  entitled  to  receive  under  the
                         Company's   Salaried   Employees'   Savings  Plan  (the
                         "Savings Plan") if the Company's  contributions  to the
                         Savings Plan were fully vested upon the  termination of
                         the  Employee's  employment  and (ii) the  benefit  the
                         Employee is entitled to receive  under the terms of the
                         Savings  Plan  upon  termination  of  employment.   Any
                         benefit payable hereunder shall be payable at such time
                         and in such  manner as benefits  are payable  under the
                         Savings Plan; and



                    (c)  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 the  Employee  was entitled on the date
                         of a Change in Control or on the date of termination of
                         employment  (whichever  benefits are more  favorable to
                         the Employee)  until the earlier of: (i) a period of 36
                         months  after  termination  of  employment;   (ii)  the
                         Employee's  retirement  under  the  Company's  Salaried
                         Employees'  Retirement  Plan;  or (iii) the  Employee's
                         eligibility  for similar  benefits with a new employer.
                         Assistance  in  finding  new  employment  will  be made
                         available by the Company if the Employee so requests.


                    (d)  the  immediate  vesting,  upon the  termination  of the
                         Employee's  employment,  of all  stock  options,  other
                         equity-based  awards and shares of the Company's  stock
                         awarded to the Employee pursuant to this Agreement, the
                         executive  incentive  plan referred to in Section 5, or
                         any  other  Company  compensation  or  benefit  plan or
                         arrangement generally, which are unvested at that time.
                         The provisions of this Section 8.1 (d) shall  supersede
                         the terms of any stock-option, equity or other grant or
                         award made to the Employee under any such other plan or
                         arrangement   to   the   extent   that   there   is  an
                         inconsistency between the two.


           8.2.      Additional Payment.

                    (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  Employee
                         shall be entitled to an additional payment (a "Gross-Up
                         Payment")  in an amount that will place the Employee in
                         the same after-tax  economic position that the Employee
                         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  8.2(c),   all   determinations
                         required  under this Section 8.2,  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  Employee)  (the
                         "Accounting   Firm"),   which  shall  provide  detailed
                         supporting  calculations  both to the  Employee 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 Employee or the Company on
                         which  a  determination   under  this  Section  8.2  is
                         necessary or  advisable.  The Company  shall pay to the
                         Employee the initial  Gross-Up Payment within 5 days of
                         the  receipt  by the  Employee  and the  Company of the
                         Accounting Firm's determination. If the Accounting Firm
                         determines  that  no  Excise  Tax  is  payable  by  the
                         Employee,  the Company shall cause the Accounting  Firm
                         to  provide  the  Employee  with an  opinion  that  the
                         Accounting  Firm has  substantial  authority  under the
                         Code and Regulations not to report an Excise Tax on the
                         Employee's federal income tax return. Any determination
                         by the  Accounting  Firm  shall  be  binding  upon  the
                         Employee  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  Employee  with respect to any Payment
                         (hereinafter an "Underpayment"), the  Company,   after
                         exhausting  its  remedies  under Section 8.2(c) below,
                         shall promptly pay to the Employee an additional
                         Gross-Up Payment in respect of the Underpayment.


                    (c)  Procedures.  The  Employee  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 Employee 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  Employee  agrees not to pay
                         the claim until the expiration of the thirty-day period
                         following  the date on which the Employee  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  Employee  in
                         writing  prior to the  expiration  of the Notice Period
                         that it  desires to contest  the  claim,  the  Employee
                         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  Employee;
                         (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  Employee  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 Employee
                         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  Employee  to pay such  claim and
                         pursue a refund,  the Company  shall advance the amount
                         of such  payment to the  Employee 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  Employee  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 Employee in writing
                         prior to the end of the Notice  Period of its desire to
                         contest  the  claim,  the  Company  shall  pay  to  the
                         Employee an additional  Gross-Up  Payment in respect of
                         the excess  parachute  payments that are the subject of
                         the claim, and the Employee 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  Employee of an
                         Advance, the Employee becomes entitled to a refund with
                         respect to the claim to which such Advance relates, the
                         Employee 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  Employee of an Advance,  a  determination  is made
                         that the  Employee  shall not be entitled to any refund
                         with  respect  to the  claim and the  Company  does not
                         promptly  notify the  Employee of its intent to contest
                         the  denial of refund,  then the amount of the  Advance
                         shall not be required to be repaid by the  Employee and
                         the  amount  thereof  shall  offset  the  amount of the
                         additional Gross-Up Payment then owing to the Employee.



                    (e)  Further  Assurances.  The Company  shall  indemnify the
                         Employee  and  hold  the  Employee   harmless,   on  an
                         after-tax basis, from any costs,  expenses,  penalties,
                         fines,   interest  or  other   liabilities   ("Losses")
                         incurred by the  Employee  with respect to the exercise
                         by the Company of any of its rights  under this Section
                         8.2, including, without limitation, any
                         Losses  related to the Company's  decision to contest a
                         claim or any imputed  income to the Employee  resulting
                         from any  Advance  or  action  taken on the  Employee'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  8.2 and shall  promptly
                         reimburse the Employee, or cause the Trust to reimburse
                         the Employee,  for the reasonable  expenses incurred by
                         the Employee in  connection  with any actions  taken by
                         the  Company or  required  to be taken by the  Employee
                         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 8.2(b).



               As used in this Section 8.2, the following terms shall
               have the meanings described below:



               "Payment" means (i) any amount due or paid to the Employee
               under this Agreement, (ii) any amount that is due or paid
               to the Employee 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 Employee
               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 Employee,
               including, without limitation, any amounts which must be
               taken into account under the Code and Regulations as a
               result of (A) the acceleration of the vesting of any
               option, restricted stock or other equity award granted
               under any equity plan of the Company or otherwise, (B) the
               acceleration of the time at which any payment or benefit
               is receivable by the Employee or (C) any contingent
               severance or other amounts that are payable to the
               Employee.



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


           8.3       Payment of Severance Compensation.



                    (a)  The severance compensation set forth in Sections 8.1(a)
                         and  8.1(b)  will  be  payable  in  36  equal   monthly
                         installments  commencing  on the first day of the month
                         following  the  month in which  employment  terminates.
                         However,   the  Employee  may  elect  in  writing,   in
                         accordance  with the  provisions  of this  Section,  to
                         receive his severance  compensation  in a lump sum at a
                         later time or in  installments  in amounts and at times
                         elected by the  Employee,  but that  election  will not
                         entitle the Employee to receive severance  compensation
                         sooner than permitted by the preceding sentence.



                    (b)  The   Employee   must  elect  to  receive   amounts  in
                         installments  or to defer  payments by filing a written
                         election  with the Company.  Such election must specify
                         the  time at  which  payments  are to be  made  and the
                         amounts  of such  payments.  The  election  to  receive
                         installment  payments or to defer  payments will not be
                         valid  unless it is made prior to the time the Employee
                         is  entitled  to  receive  any   payments   under  this
                         Agreement.  The last such election in effect on the day
                         before   a   termination   of   employment   shall   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 employment  and no
                         later  than  the  third  calendar  year  following  the
                         attainment of normal retirement age under the Company's
                         Salaried Employees' Retirement Plan.



               8.4  Termination  of  Rights  to  Severance   Compensation.   The
                    Employee's rights to severance compensation under Sections 7
                    and 8 may be terminated only: (a) at any time by the mutual
                    written consent of the Employee and the Company; and (b) the
                    Company may also terminate
                    these  rights at the end of each  successive  two-year
                    period commencing on the date of this Agreement. The Company
                    may  terminate  this  Agreement  under  clause  (b) of  this
                    Section  8.4 by giving  written  notice at least one year in
                    advance of such  termination,  except that such  termination
                    and  written  notice  shall  not  be  effective  unless  the
                    Employee is employed by the Company on the termination date.

9.         Confidential Information.

               9.1  Covenant.  The Employee  acknowledges that his employment by
                    the Company will, throughout the duration of this Agreement,
                    bring him into close contact with many confidential  affairs
                    of the  Company.  These  include  (but are not  limited  to)
                    information about markets,  key personnel,  client lists and
                    client   information,   operational   methods,   proprietary
                    intellectual   property,   plans  for  future   developments
                    relating   thereto,   and  other   information  not  readily
                    available  to  the  public.   The   Employee   also  further
                    acknowledges  that the services to be  performed  under this
                    Agreement are of a special,  unique, unusual,  extraordinary
                    and intellectual character. In recognition of these factors,
                    the  Employee  covenants  and agrees  that,  both during and
                    after the term of this Agreement:



                    (i)  he will keep secret all material  confidential  matters
                         of the Company  known to him which are not otherwise in
                         the public domain and will not  intentionally  disclose
                         them  to  anyone  outside  of  the  Company,   wherever
                         located,   except  with  the  Company's  prior  written
                         consent; and



                    (ii) he will deliver  promptly to the Company on termination
                         of his employment by the Company,  or at any other time
                         the  Company  may so  request,  all  memoranda,  notes,
                         records,  reports and other  documents  (and all copies
                         thereof) relating to the business
                         of the Company which he obtained while employed by,
                         or  otherwise  serving  or  acting on  behalf  of,  the
                         Company and which he may then possess or have under his
                         control.


               9.2   Specific Remedy.  If the Employee commits a
                     material breach of any of the provisions of
                     Section 9.1, the Company shall have the right
                     and remedy to have such provisions
                     specifically enforced by any court having
                     equity jurisdiction, it being acknowledged and
                     agreed that any such breach or threatened
                     breach will cause irreparable injury to the
                     Company and that money damages will not
                     provide an adequate remedy to the Company.


10.        Non-Competition.


          10.1 Covenant.  During the term of this  Agreement and for a period of
               one  year  after  the   termination   of  Employee's   employment
               hereunder, the Employee will not directly or indirectly:


               (i)  as an individual proprietor, partner, stockholder,  officer,
                    employee,  director, joint venturer, investor, lender, or in
                    any other capacity  whatsoever  (other than as the holder of
                    not more than five percent of the total outstanding stock of
                    a  publicly  held  company),   engage  in  the  business  of
                    developing,  producing, marketing or selling products of the
                    kind  or  type  developed  or  being  developed,   produced,
                    marketed  or sold by the  Company  while  the  Employee  was
                    employed by the Company  within any market or  territory  in
                    which the Company is then actively engaged; or



               (ii) recruit any employee of the Company or solicit or induce, or
                    attempt to solicit or induce, any employee of the Company to
                    terminate his or her employment with, or otherwise cease
                    his or her relationship with, the Company; or

               (iii)solicit,  divert or take  away,  or  attempt to divert or to
                    take away,  the business or patronage of any of the clients,
                    customers or accounts, or prospective clients,  customers or
                    accounts, of the Company which were contacted,  solicited or
                    served by the Employee while employed by the Company.



     10.2 Specific  Remedy.  The  restrictions  contained in this Section 10 are
          necessary  for the  protection  of the  business  and  goodwill of the
          Company and are  considered by the Employee to be reasonable  for that
          purpose.  The Employee  agrees that any breach of this Section 10 will
          cause the Company  substantial  and  irrevocable  harm for which money
          damages will be  inadequate  and  therefore,  in the event of any such
          breach or threatened breach, in addition to such other remedies as may
          be  available,  the  Company  shall  have the  right to seek  specific
          performance and injunctive relief.



11.        Independence, Severability and Non-Exclusivity.  All of the
           rights and remedies enumerated in Sections 9.2 and 10.2 are
           in addition to and not in lieu of any other rights and
           remedies available to the Company under law or in equity and
           shall survive termination of this Agreement.  If any of the
           provisions of this Agreement (including Sections 9 and 10)
           are determined to be invalid or unenforceable, that will not
           affect the remainder of this Agreement which will be given
           full effect without regard to the invalid portions.  If any
           part of Section 10 is held to be unenforceable by a competent
           tribunal because of its duration or the area covered thereby,
           the parties agree that the court making that determination
           will have the power to reduce the duration or area (and those
           provisions will be deemed to be amended by the parties) to
           the extent necessary to make those provisions enforceable



12.        Vesting In the Event of a Change in Control.  In the event of
           a Change in Control, all stock options, other equity-based
           awards and shares of the Company's stock awarded to the
           Employee pursuant to this Agreement, the executive incentive
           plan referred to in Section 5, or any other Company
           compensation or benefit plan or arrangement generally, which
           are unvested at that time, will immediately become fully
           vested.  The provisions of this Section 12 shall supersede
           the terms of any equity award made to the Employee under any
           such other plan or arrangement to the extent that there is an
           inconsistency between them.



13.        Assignment of the Employee Benefits.  Absent the prior
           written consent of the Company, and subject to will and the
           laws of descent and distribution, the Employee will have no
           right to exchange, convert, encumber or dispose of the rights
           of the Employee to receive benefits and payments under this
           Agreement, which payments and benefits are non-assignable and
           non-transferable.



14.        Notices.  All notices under this Agreement shall be given in
           writing by personal delivery or by registered or certified
           mail addressed to the Company at its principal place of
           business and to the Employee at his residence address as then
           listed in the Company's records.


15.        Return of Company Property.  On the termination of Employee's
           employment hereunder at any time, he will promptly return to
           the Company all of its property then in his possession.


16.        General.


           16.1      Survival.  Notwithstanding anything to the contrary in
                     this Agreement, (i) the rights and obligations of the
                     parties under Sections 8, 9 and 10 hereof, (ii) the
                     Company's obligation to make payments under Section 6
                     hereof, and (iii) any cause of action or claim of
                     either party, accrued or to accrue, because of any
                     breach or default by the other party, shall survive any
                     termination of this Agreement to the degree necessary
                     to permit their complete fulfillment or discharge.



           16.2      Governing Law.  This Agreement shall be governed by,
                     and construed and enforced in accordance with, the laws
                     of the Commonwealth of Pennsylvania, without giving
                     effect to conflicts of laws principles thereof which
                     might refer such interpretations to the laws of a
                     different state or jurisdiction.



           16.3      Captions.  The section headings contained herein are
                     for reference purposes only and shall not in any way
                     affect the meaning or interpretation of this Agreement.



           16.4      Entire Agreement.  This Agreement sets forth the entire
                     agreement and understanding of the parties relating to
                     the subject matter hereof, and supersedes all prior
                     agreements, arrangements and understandings, written or
                     oral, between the parties.



           16.5      No Other Representations.  No representation, promise
                     or inducement has been made by any party hereto that is
                     not embodied in this Agreement, and no party shall be
                     bound by or liable for any alleged representation,
                     promise or inducement not so set forth.

           16.6      Successors and Assigns.  This Agreement shall inure to
                     the benefit of and shall be binding upon the Company
                     and the Employee and, subject to the provisions of
                     Section 11, their respective heirs, executors, personal
                     representatives, successors and assigns.



           16.7      Amendments; Waivers.  This Agreement may not be
                     amended, modified, superseded, canceled, renewed or
                     extended, and the terms or covenants hereof may be
                     waived, except by a written instrument executed by the
                     parties to this Agreement or in the case of a waiver,
                     by the party waiving compliance.  The failure of any
                     party to require performance of any provision of, or to
                     exercise any right under, this Agreement shall not
                     affect the right of that party at a later time to
                     enforce that provision or exercise that right.  No
                     waiver of any term of this Agreement, whether by
                     conduct or otherwise, will be deemed to be, or
                     construed as, a further or continuing waiver of that or
                     any other breach.



           IN WITNESS WHEREOF, the parties hereto have executed this
Amended and Restated Employment Agreement as of the date first set
forth above.



                     WEST PHARMACEUTICAL SERVICES, INC.







                     By:            /s/ George R. Bennyhoff

                                    George R. Bennyhoff, Senior Vice President,

                                    Human Resources





                                    /s/ William G. Little

                                        William G. Little