WEST PHARMACEUTICAL SERVICES INC
NON-QUALIFIED DEFERRED COMPENSATION PLAN
<DOCUMENT>
<TYPE>EX-10.(A)
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>NON-QUALIFIED DEFERRED COMPENSATION PLAN
<TEXT>



                     THE WEST PHARMACEUTICAL SERVICES, INC.
                       NON-QUALIFIED DEFERRED COMPENSATION
                     PLAN FOR DESIGNATED EXECUTIVE OFFICERS
                 (Amended and Restated Effective April 1, 2000)



     West Pharmaceutical Services, Inc. (the "Company") hereby adopts this Plan,
as amended and restated effective April 1, 2000, to permit designated  Executive
Officers of the Company to defer receipt of a specified  portion of their annual
compensation:

     1.  Eligible  Officers:  Employees of the Company or its  subsidiaries  are
eligible to make the  election  set forth in this Plan if they are: (a) employed
in the  United  States as an  Executive  Officer  of the  Company  or any of its
subsidiaries,  and  (b)  designated  as an  eligible  Executive  Officer  by the
Compensation Committee.

     2.  Deferrable  Compensation:  An eligible  Executive  Officer may elect to
defer any whole percentage of his or her (a) annual base salary, (b) cash bonus,
or (c) both ("Compensation").

     3. Election to Defer:

     (a) An  eligible  Executive  Officer  who  desires to defer  payment of any
portion  of his or her  Compensation  in any  calendar  year  shall  notify  the
Company's  Secretary  in writing  on or before  December  15 of the prior  year,
stating  the  amount of his or her  Compensation  which  shall be  deferred.  An
election  so made shall be  irrevocable  and shall apply to each  calendar  year
thereafter  until the  Executive  Officer  shall,  on or before any December 15,
notify the Company's  Secretary in writing that a different election shall apply
to the following  calendar  years,  which election  shall  likewise  continue in
effect until similarly changed.

     (b) Notwithstanding Section 3(a) above, if an eligible Executive Officer is
hired by the Company during a calendar year, the Executive  Officer may elect to
participate  in the Plan by notifying the Company's  Secretary in writing before
he or she  performs  any  services  for the  Company  the  amount  of his or her
Compensation  which shall be deferred.  An election so made shall be irrevocable
during that calendar year and shall apply to each calendar year thereafter until
the  Executive  Officer  changes  his or her  election  in  accordance  with the
procedure set forth in Section 3(a) above.

     (c) An eligible  Executive Officer who elects to defer  Compensation to the
Plan  during a calendar  year shall be deemed to have waived his or her right to
participate in The West Pharmaceutical Services, Inc. Savings Plan for that year
and, accordingly, shall be ineligible to participate in the Savings Plan.

<PAGE>
     4. Matching  Contributions:  The Company  will  contribute  to the Plan an
amount equal to 50% of the first 6% of base salary an Executive  Officer  elects
to defer. Matching  contributions shall not be made for deferrals of base salary
in excess of 6% or any portion of a cash bonus deferred by an Executive Officer.

     5. Investment of Deferred Compensation Accounts:

     (a) Allocations:  The Company shall establish an "A" Account, a "B" Account
and a "C" Account  (collectively,  the  "Accounts")  for each Executive  Officer
contributing to the Plan. An Executive Officer's  Compensation deferred pursuant
to Paragraph 3 during a month shall be allocated to his or her "A" Account as of
the last  day of the  payroll  period  to which  it  relates.  Company  matching
contributions  made pursuant to Paragraph 4 on or before March 31, 2000 shall be
allocated  to an  Executive  Officer's  "B"  Account  as of the  last day of the
payroll  period  to which  they  relate.  Company  matching  contributions  made
pursuant  to  Paragraph  4 on or after  April 1, 2000 shall be  allocated  to an
Executive  Officer's  "C"  Account as of the last day of the  payroll  period to
which they relate.

     (b) Investment of "A" Account and "B" Account:

          (i) Each  Executive  Officer shall direct the investment of his or her
     "A" Account and "B" Account  among the  Investment  Funds offered under the
     Plan  by  complying  with  administrative  procedures  established  by  the
     Company. An Executive Officer's election shall specify the whole percentage
     of his or her "A" Account  and "B" Account to be invested in an  Investment
     Fund. An Executive  Officer's  election  shall remain in effect until a new
     election is made. An Executive Officer may change an election of Investment
     Funds or transfer existing Account balances among Investment Funds once per
     month by complying with the  administrative  procedures  established by the
     Company.  The Company shall  establish  procedures to review the investment
     elections  made by an Executive  Officer and shall retain the  authority to
     override any investment election if it determines,  in its sole discretion,
     that such an override is in the Company's best interests.

          (ii)  Investment  Funds.  The  Company  shall make  available  to each
     Executive Officer literature summarizing the investment  characteristics of
     each Investment Fund.

          (iii) Valuation of Participant  Accounts.  Any increase or decrease in
     the fair market value of an Investment  Fund shall be computed and credited
     to or deducted from the "A" Account or "B" Account,  as applicable,  of all
     Executive  Officers who invested in the Investment  Fund in accordance with
     policies and procedures established by the Company.

     (c)  Investment  of "C"  Account:  (i) The "C"  Account  of each  Executive
Officer  shall be  invested in the common  stock of the  Company.  An  Executive
Officer shall not have the ability to direct or invest amounts in his or her "C"
Account.

          (ii) Any  increase or decrease in the fair market  value of the common
     stock of the Company  shall be computed  and  credited to or deducted  from
     Account "C" of all of the Executive Officers who are invested in the common
     stock of the Company in accordance with policies and procedures established
     by the Company.

<PAGE>

     (d) Indemnity. By electing to defer Compensation pursuant to the Plan, each
Executive  Officer  hereby  recognizes and agrees that the Company and any other
individual  responsible  for  administering  the Plan  (including  the Company's
Secretary  or any  trustee  responsible  for  holding  assets  under  the  Plan)
(collectively,   the  "Administrators")  are  in  no  way  responsible  for  the
investment performance of the Executive Officer's Accounts.

     6. Vesting:

     (a) Regular  Vesting:  An Executive  Officer shall always be 100% vested in
the Compensation deferred pursuant to Paragraph 3. An Executive Officer shall be
40% vested in matching  contribution made on his or her behalf under Paragraph 4
after two years of employment  with the Company or any of its  subsidiaries.  An
Executive Officer's vested interest in such matching contributions will increase
by 20% per year of employment, so that he or she is 100% vested after five years
of  employment  with  the  Company  or any  of  its  subsidiaries.  A  "year  of
employment"  will be credited to an Executive  Officer for each 12 month period,
beginning  on his or her date of hire by the Company or any of its  subsidiaries
(and each anniversary thereof),  during which he or she is continuously employed
by the Company or any of its subsidiaries.

     (b) (i)  Notwithstanding  Paragraph 6(a) above, an Executive  Officer shall
immediately be 100% vested in matching  contributions made pursuant to Paragraph
4 after a Change in Control, as defined below.

     (ii) A "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 9-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:

     (A) any "Person"  (as such term is used in Sections  13(d) and 14(d) of the
Act), 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,
<PAGE>

     (B) is or becomes the  "beneficial  owner," (as defined in Rule 13d-3 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

     (C)  during  any period of two  consecutive  years  during the term of this
Plan,  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

     (D) the shareholders of the Company approve:

          (1) a plan of complete liquidation of the Company; or

          (2) an agreement for the sale or disposition  of all or  substantially
          all of the Company's assets; or

          (3) a merger, consolidation,  or reorganization of the Company with or
          involving any other corporation,  other than a merger,  consolidation,
          or  reorganization  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 fifty percent (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  such
          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  such  merger,   consolidation,   or
          reorganization.

     7. Payment of Deferred Compensation:

     (a)  Distribution  Event:  An  Executive  Officer's  Accounts  (or relevant
portion  thereof) shall be distributed as soon as reasonably  feasible after the
appropriate Valuation Date following a Distribution Event. The following events,
and no others, shall constitute Distribution Events:

          (i) For allocations to an Executive Officer's "A" Account, "B" Account
     and "C" Account,  the termination of his or her employment with the Company
     and all of its subsidiaries for any reason, including retirement,  death or
     disability;

          (ii) For allocations to an Executive Officer's "A" Account during each
     calendar  year,  the fifth  anniversary  of the end of that year unless the
     Executive Officer elects (by informing the Company's  Secretary) before the
     fourth  anniversary of the end of that year to defer the  distribution to a
     later,  specified date (in which case the distribution shall be made on the
     date specified by the Executive Officer); or
<PAGE>

          (iii) For  allocations  to an Executive  Officer's  "A"  Account,  the
     determination by the Compensation  Committee that the Executive Officer has
     incurred a Hardship.  For purposes of this  Paragraph,  a  "Hardship"  is a
     financial  burden of the general type described in Section 10.2 of The West
     Pharmaceutical  Services,  Inc.  Savings  Plan that  cannot  reasonably  be
     relieved through use of the Executive  Officer's  personal assets. To apply
     for a Hardship  distribution,  an  Executive  Officer must submit a written
     application  to the Company's  Secretary  indicating  (A) the nature of the
     hardship,  (B) the amount the  Executive  Officer  needed to alleviate  the
     hardship, and (C) the Account from which a distribution, if approved, shall
     be made.  The  Compensation  Committee  shall have complete and  unfettered
     discretion to approve or deny, for any reason or no reason, any application
     for a Hardship distribution submitted by an Executive Officer.

          Amounts  allocated  to an  Executive  Officer's  "B"  Account and "C"
     Account shall not be available for distribution  under Paragraphs  7(a)(ii)
     and (iii).

     (b) Valuing Accounts for  Distributions:  The value of each of the Accounts
of an  Executive  Officer  shall be  determined  as of the  effective  date of a
distribution  from  the  Plan  (the  "Valuation  Date"),  which  shall be a date
selected  by the  Company  within an  administratively  reasonable  time  period
following a Distribution Event. The relevant portion of each of the Accounts, as
applicable, shall then be distributed in accordance with this Paragraph 7.

     (c)  Form  of  Distribution:  Except  as  otherwise  provided  herein,  all
distributions  from  the Plan  shall be made in a cash  lump  sum.  For  amounts
payable  upon  termination  of  employment  pursuant to  Paragraph  7(a)(i),  an
Executive  Officer may receive the  distribution  in a lump sum or in five equal
annual  installments.  If an  installment  distribution  is  elected,  the first
installment  shall  be  paid  on  the  January  15  immediately   following  the
Executive's  termination  from  employment,  and the others on January 15 of the
second, third, fourth and fifth years following such termination.  The Executive
Officer shall continue to direct the  investment of any amount  remaining in his
or her "A" Account and "B" Account and the second to fifth installments shall be
adjusted to take into account any earnings or losses.

     At the time the Executive Officer elects to defer Compensation  pursuant to
Paragraph 3, he or she shall elect whether a distribution  pursuant to Paragraph
7(a)(i)  shall be made in a cash lump sum or in five equal annual  installments.
This election shall  continue in effect until changed by the Executive  Officer,
provided that any such change shall be effective  only if the Executive  Officer
submits appropriate  instructions,  in accordance with administrative procedures
established  by the Company,  on or before  December 15 of the year prior to the
year in which the Executive Officer becomes entitled to a distribution.

     8.  Designation  of  Beneficiary:  If an  Executive  Officer  dies prior to
receiving the entire  balance of his or her Accounts,  any balance  remaining in
his or her  Accounts  shall  be paid in a lump  sum to the  Executive  Officer's
designated  beneficiary,  or if the  Executive  Officer  has  not  designated  a
beneficiary in writing to the Company's  Secretary,  to such Executive Officer's
estate. Any designation of beneficiary may be revoked or modified at any time by
the Executive Officer.
<PAGE>

     9.  Unsecured  Obligation  of the Company:  The  Company's  obligations  to
establish and maintain Accounts for each eligible electing Executive Officer and
to make payments of deferred compensation to him or her under this Plan shall be
the general unsecured  obligations of the Company. The Company shall be under no
obligation to establish any separate fund, purchase any annuity contract,  or in
any other way make special  provision or specifically  earmark any funds for the
payment of any  amounts  called for under this Plan,  nor shall this Plan or any
actions  taken under or pursuant to this Plan be  construed to create a trust of
any kind,  or a fiduciary  relationship  between  the  Company and any  eligible
Executive   Officer,   his  or  her   designated   beneficiary,   executors   or
administrators,  or any other  person  or  entity.  If the  Company  chooses  to
establish  such a fund or  purchase  such an annuity  contract or make any other
arrangement  to provide  for the  payment of any  amounts  called for under this
Plan, such fund contract or arrangement  shall remain part of the general assets
of the Company,  and no person claiming  benefits under this Plan shall have any
right, title, or interest in or to any such fund, contract or arrangement.

     10.  Withholding of Taxes:  The rights of an Executive  Officer (and his or
her beneficiaries) to payments under this Plan shall be subject to the Company's
obligations  at any time to withhold  from such payments any income or other tax
on such payments.

     11.  Assignability:  No portion of an Executive  Officer's  Accounts may be
assigned or transferred in any manner,  nor shall any of the Accounts be subject
to anticipation, voluntary alienation or involuntary alienation.

     12. Amendments and  Termination: This Plan may be amended by a Committee of
the Board of  Directors  consisting  only of  Directors  not  eligible  to defer
compensation  under this Plan.  This Plan may be  terminated  at any time by the
Board of  Directors.  No  amendment  or  termination  may  adversely  affect  an
Executive  Officer's Accounts existing on the date such amendment or termination
is made, nor any election  previously made under the Plan as to compensation for
the calendar year in which the amendment or termination occurs.

     13.  Effective  Date: The Plan was originally  effective with respect to an
Executive Officer's  Compensation earned after August 30, 1994. This restatement
is effective with respect to an Executive  Officer's  compensation  earned on or
after April 1, 2000.


     To record the adoption of the restatement of the Plan, West  Pharmaceutical
Services,  Inc. has caused its  authorized  officers to affix its corporate name
and seal this as of the First day of April, 2000.

[CORPORATE SEAL]                 WEST PHARMACEUTICAL SERVICES, INC.

Attest:  /s/ John R. Gailey III    By: /s/ George R. Bennyhoff
         ----------------------        ---------------------------------
         John R. Gailey III             George R. Bennyhoff
         Secretary                      Senior Vice President - Human Resources






</TEXT>
</DOCUMENT>
