WEST PHARMACEUTICAL SERVICES INC
EXH 10C EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>exh10c.txt
<DESCRIPTION>EXH 10C EMPLOYMENT AGREEMENT
<TEXT>
                                                                Exhibit (10)(c)

                                                                 Execution Copy

                              EMPLOYMENT AGREEMENT
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     THIS IS AN EMPLOYMENT  AGREEMENT (the  "Agreement"),  dated as of April 30,
2002, between West Pharmaceutical  Services,  Inc., a Pennsylvania  corporation,
(the "Company") and Donald E. Morel, Jr. (the "Employee").

                                   Background

     The Employee is employed by the Company as its Chief Operating  Officer and
serves as a director of the Company.  He and the Company are parties to a Second
Amended and Restated Change in Control  Agreement dated as of March 25, 2000 and
an Amended and Restated  Confidentiality and Non-Competition  Agreement dated as
of October 26, 1999 (the "1999 Confidentiality Agreement") (together, the "Prior
Agreements"),  which provide for  compensation and benefits and restrict certain
activities following employment termination.

     The Board of  Directors  and the  Compensation  Committee of the Board have
determined  to promote the Employee to the position of Chief  Executive  Officer
and to offer an employment agreement containing compensation, benefits and other
terms and  conditions  contained  herein.  The parties  also wish to express all
arrangements  concerning  the  Employee's  employment in a single  agreement and
therefore agree to merge and integrate the Prior Agreements into this Agreement.

                                      Terms

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

1.   Definitions.  Terms defined in this Section 1 and parenthetically elsewhere
     in this Agreement will  throughout this Agreement have the meanings here or
     there provided.

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

     1.2. "Cause" means: (i) the Employee's  conviction of a felony; or (ii) the
          Employee's  willful 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,  provided  that the Company  shall have  delivered a
          written  notice  to the  Employee  within  60  days  of the  Board  of
          Directors  having  actual  knowledge  of the  occurrence  of any  such
          failure;   or  (iii)  the  Employee's   gross  negligence  or  willful
          misconduct in the  performance  of his duties;  or (iv) the Employee's
          willful misconduct that is materially  injurious to the Company or any
          of its  Affiliates or any of their  business  reputations;  or (v) the
          Employee's breach of his undertakings  under Sections 9 or 10. No act,
          or failure  to act,  by the  Employee  shall be  considered  "willful"
          unless  committed  without good faith and without a reasonable  belief
          that the act or omission was in the best interest of the Company.

     1.3  "Change in  Control"  means 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:

          (a) Any Person, other than:

               (i) the Company,

               (ii) any Person who on the date of this  Agreement  is a director
               or officer of the Company, or

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

               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

          (b)  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

          (c)  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.

     1.4 "Code" means the Internal Revenue Code of 1986, as amended.

     1.5 "Commencement Date" means April 30, 2002.

     1.6  "Company's  Business"  means  the  business  of  the  Company  or  any
          Affiliate  of  the  Company:  (i) in 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 other business being carried
          on  by  the  Company's  Drug  Delivery  Systems  Division;   (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  and other business
          carried on by the Company's Pharmaceutical Systems Division; and (iii)
          any other  business  conducted by the Company or any  Affiliate of the
          Company during the  Restrictive  Period in which the Employee has been
          actively  involved  while  an  employee  of the  Company  or any  such
          Affiliate.

    1.7   "Constructive  Termination"  means the  termination  of the Employee's
          employment  with  the  Company  at  his  initiative  within  one  year
          following the occurrence of one or more of the following events:

          (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 reduction in the overall level of the  Employee's  compensation
               or  benefits  as  provided  in  Section  5 hereof  (except  for a
               reduction  attributable  to changes in written  plans or programs
               that apply generally to employees  participating in such plans or
               programs);

        (iii)  Any reduction or diminution in the Employee's  title or position,
               an adverse change in the Employee's reporting relationship or any
               material  diminution  in  the  Employee's  authority,  duties  or
               responsibilities with the Company;

         (iv)  A relocation of the  Employee's  site of employment to a location
               more than 50 miles from the Employee's  site of employment on the
               Commencement Date;

          (v)  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 last full
               calendar year prior to the execution of this Agreement;

         (vi)  The Company fails to provide the Employee with  substantially the
               same  fringe   benefits   that  were  provided  to  the  Employee
               immediately prior to the Commencement  Date, 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 Commencement
               Date, is  substantially at least as beneficial to the Employee in
               all material  respects as such prior fringe  benefits  taken as a
               whole;

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

       (viii)  Any other material breach of this Agreement by the Company.

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

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

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

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

    1.8   "Disability"  means any physical or mental  ailment as determined by a
          physician, which prevents, or is substantially certain to prevent, 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 mutually agreed to by the Employee
          and the Company, whose determination shall be final and conclusive for
          all purposes of this Agreement.

    1.8   "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 (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
               Employee or (3) any  contingent  severance or other  amounts that
               are payable to the Employee.

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

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

   1.11   "Restrictive  Period"  means the period of time that  commences on the
          Commencement   Date  and  ends  on  the  second   anniversary  of  the
          Termination Date.

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

   1.13   "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.

   1.14   "Termination  Date" means the date on which the Employee  ceases to be
          employed by the Company or any of its  subsidiaries  or Affiliates for
          any reason.

2. Position.

     The  Company  engages  the  Employee as its Chief  Executive  Officer.  The
     Employee  shall  report  solely  and  directly  to the  Company's  Board of
     Directors.  The  Employee  will  perform  such  duties  and  carry out such
     responsibilities  as may be  determined  from  time to time by the Board of
     Directors,  which shall be consistent with the duties and  responsibilities
     customarily  performed  by persons  in a similar  executive  capacity.  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.  During the term of this  Agreement,  the Board of Directors will
     nominate the Employee for re-election as a director by the  shareholders of
     the Company.

3. Exclusive Services.

     Without the Company's prior written  consent,  the Employee will not render
     business  services to any other Person 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) he  beneficially  owns no more than 5% of
     the outstanding  voting  securities in that entity;  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,  engage in competition
     with the Company's Business.


4. Term of Employment. -

     Unless  sooner  terminated  as provided in Sections 6 or 7, the  Employee's
     employment term as Chief Executive  Officer shall begin on 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)  the
     first anniversary of the Commencement Date.

5. Compensation and Benefits.


     5.1. Compensation.

     (a)  Base  Salary.  The  Employee  will  be  paid a base  salary  from  the
          Commencement  Date through the regular salary review date in 2003 at a
          rate of $450,000 per annum.  Thereafter,  the  Employee's  annual base
          salary will be  determined in  accordance  with the Company's  regular
          executive compensation review arrangements.  The Employee shall not be
          required to defer any part of his base salary  under any Company  plan
          or program.

     (b)  Bonus.  In addition to his base salary,  the Employee will be entitled
          to participate in the Company's Annual Executive  Incentive Bonus Plan
          with a target bonus at the 75% of base salary level.

     (c)  Long-Term Incentives. The Employee will be entitled to participate in,
          and receive awards and grants under,  the 1998 Key Employee  Incentive
          Compensation  Plan  and  any  other  stock  option  or  otherlong-term
          incentive   programs  made   available  to  the  Company's   executive
          management from time to time. The Employee will be granted,  as of the
          Commencement  Date,  a stock  option to  purchase  a total of  160,000
          shares of the Company's  common stock, on the terms and subject to the
          conditions  contained  in the  Non-Qualified  Stock  Option  Agreement
          attached as Exhibit "A" hereto.

     5.2. 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,  the   Non-Qualified   Deferred
               Compensation  Plan  for  Designated   Executive   Officers,   the
               Company's  Supplemental   Executives'  Retirement  Plan  and  the
               Retirement   Plan.   The  Company  shall  purchase  and  maintain
               additional term life insurance for the benefit of the Employee of
               not less than $1.75 million.

          (b)  The  Employee  will  receive  four  weeks  (20  days)  of  annual
               vacation.

     5.3. 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 Code.

     5.4. 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.
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.  In the event the
          Employee's  employment is terminated  for Cause,  he shall be entitled
          to:  (i) any  amounts  earned,  accrued  or owing the  Employee  under
          Section  5.1;  and (ii) other or  additional  amounts or  benefits  in
          accordance with  applicable  written plans or programs of the Company.
          The  Employee  shall  not be  entitled  to any other  compensation  or
          benefits  under  this  Agreement  upon  termination  for Cause and all
          rights  of the  Employee  not  specified  in this  Section  6.1  shall
          terminate on the effective date of such termination.

     6.2. Termination Due to Disability.  If, due to the Employee's  Disability,
          he resigns or is  terminated  by the Company,  the  Employee  shall be
          entitled  to: (i) any amounts  earned,  accrued or owing the  Employee
          under Section 5.1; and (ii) other or additional amounts or benefits in
          accordance with  applicable  written plans or programs of the Company.
          The  Employee  shall  not be  entitled  to any other  compensation  or
          benefits under this Agreement upon  resignation or termination  due to
          Disability  and all  rights  of the  Employee  not  specified  in this
          Section 6.1 shall terminate on the effective date of such  resignation
          or termination.

     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 4, but if it does
          so,  and the  Employee  is not then in breach of this  Agreement,  the
          Employee shall be entitled to:

          (a)  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 of 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; and

          (b)  other or additional  compensation  or benefits in accordance with
               the applicable written plans and programs of the Company.

          The amount specified in clause (a) above will be payable as a lump sum
          within 30 days following the Termination  Date and the payment of such
          amount and any compensation or benefits under clause (b) above will be
          in full  satisfaction  of all claims the Employee may have against the
          Company and  conditioned  upon  execution of an agreement  and release
          substantially  in the form  attached  as Exhibit  "B"  hereto.  If the
          circumstances  of the  termination  are such that the Employee is also
          entitled to severance  compensation  and benefits under Section 7, the
          Employee  will be  entitled  to receive  the larger of the two amounts
          under this Section 6.3 or Section 7, but not both.  The  provisions of
          Section 8.2 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: (i) any amounts
          earned,  accrued or owing the  Employee  under  Section  5.1; and (ii)
          other or additional  amounts or benefits in accordance with applicable
          written plans or programs of the Company. Neither the Employee nor his
          estate shall be entitled to any other  compensation  or benefits under
          this Agreement upon employment termination due to death and all rights
          of the Employee not  specified in this Section 6.4 shall  terminate on
          the date of his death.

7. Termination Following a Change in Control.

     7.1. The  Employee  will  be  entitled  to the  compensation  and  benefits
          specified  in Section 8 if at any time within two years after a Change
          in Control has occurred,  the Employee's  employment by the Company is
          terminated:

          (1)  by the Company, other than by reason of death, disability,  Cause
               or retirement at the Employee's  normal retirement date under the
               Retirement Plan, or

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

          (3)  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 the  Employee's
          employment  terminates  for  any  other  reason  or if,  at  any  time
          thereafter,  the  Employee  is in  breach  of any  of  the  Employee's
          obligations under this Agreement.

     7.2  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,  Cause
               or retirement at the Employee's  normal retirement date under the
               Retirement Plan, or

          (ii) as a result of the  Employee's  resignation at any time following
               the  Employee'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 Employee will be entitled to
          the severance compensation and benefits specified in Section 8.

8. Severance Compensation and Benefits Following a Change in Control.

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

          (a)  Severance   Compensation.   The  Employee  will  be  entitled  to
               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  the  Employee's
                    employment, plus

               (ii) the aggregate  amount of the annual  bonuses paid or payable
                    to the  Employee  for the  three  fiscal  years  immediately
                    preceding  a Change  in  Control  divided  by the  number of
                    fiscal years as to which such bonuses were paid or payable;


                    provided,  however,  that if at any time  before  the  third
                    anniversary of the Termination Date, the Employee either (x)
                    elects  retirement  under the Retirement  Plan, or (y) could
                    have been compelled to retire under the  Retirement  Plan if
                    the  Employee  had  remained  employed by the  Company,  the
                    Employee's  severance  compensation  under this  Section 8.1
                    will be reduced by an amount  equal to the  pension  benefit
                    payable  to  the  Employee   under  the   Retirement   Plan,
                    determined  after any  applicable  actuarial  reduction  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
                    Date. The severance  compensation paid hereunder will not be
                    reduced  to the  extent  of any other  compensation  for the
                    Employee's   services  that  the  Employee  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 the Employee the difference, if any, between

               (i)  the benefit the Employee  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 the  Employee's  employment,
                    and

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

               Any such  benefit will be payable at such time and in such manner
               as   benefits   are   payable   to   the   Employee   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
               the Employee  under any Company  compensation  or benefit plan or
               arrangement,  but which are unvested,  will vest immediately upon
               termination of the Employee's employment.  The provisions of this
               Section  8.1(c)  will  supersede  the terms of any such  grant or
               award made to the Employee  under any such plan or arrangement to
               the extent there is an inconsistency between the two.

          (d)  Employee and Executive Benefits. The Employee 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 the Employee was
               entitled  on the date of a Change  in  Control  or on the date of
               Constructive  Termination of the Employee's employment (whichever
               benefits are more favorable to the Employee) until the earlier of
               (i) a period of 36 months after the  Termination  Date,  (ii) the
               Employee's  retirement  under the  Retirement  Plan, or (iii) the
               Employee's  eligibility for similar benefits with a new employer.
               Assistance in finding new  employment  will be made  available to
               the  Employee by the Company if the  Employee so  requests.  Upon
               termination  of the Employee's  employment,  Company cars must be
               returned to the Company.

8.2      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 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,
               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  Termination
               Date 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 8.3, 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 30-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
               (collectively, "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).

     8.3 Payment of Severance  Compensation.

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

          (b)  Employee  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.   Employee's   election  to  receive
               installment  payments  or to  defer  payments  will  not be valid
               unless  it is made  prior to the time  Employee  is  entitled  to
               receive any payments under this Agreement. The last such election
               in  effect  on the  day  before  the  Termination  Date  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  Employee's  employment  and no later than the third  calendar
               year following the attainment of normal  retirement age under the
               Retirement Plan.

     8.4  Payments  Final.  In the  event  of a  termination  of the  Employee's
          employment  under  the  circumstances  described  in  Section  7,  the
          arrangements  provided for by this Section 8, and any other  agreement
          between the Company and the Employee in effect at that time and by any
          other  applicable plan or program of the Company in which the Employee
          then  participates,  will  constitute  the  entire  obligation  of the
          Company to the  Employee,  and  performance  of that  obligation  will
          constitute  full  settlement  of any  claim  that the  Employee  might
          otherwise  assert against the Company on account of such  termination.
          The Company's obligation to pay the Employee under this Section 8 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 the Employee or
          anyone else as long as the Employee is not in beach of the  Employee's
          obligations under this Agreement.

9. Confidential Information and Intellectual Property Matters.

     9.1  Confidential   Information.   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, 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.

     9.2  Papers.  All  correspondence,   memoranda,  notes,  records,  reports,
          drawings,  lists,  photographs,  plans  and  other  papers  and  items
          received or made by the Employee in connection  with his employment by
          the Company  shall be the property of the Company.  The Employee  will
          deliver all copies of such  materials  to the Company  upon request of
          the Company and, even if it does not request,  when his  employment by
          the Company ends.

     9.3  Inventions Company Property.

          (a)  As used herein, the term "Inventions" includes inventions, ideas,
               techniques,  methods,  developments,  improvements  and all other
               forms of intellectual property. All rights in Inventions that the
               Employee conceives,  makes or obtains either alone or with others
               during his  employment  by the Company (both before and after the
               date  of  this   Agreement)  and  within  six  months  after  the
               Termination  Date,  are and shall be the property of the Company,
               except for  Inventions  which the Company  determines in its sole
               discretion  to be  unrelated to any matter of actual or potential
               interest  to the  Company  unless  they  are  conceived,  made or
               obtained in the course of his  employment  or with the use of the
               time,  material or facilities  of the Company.  This Section also
               does not apply to Inventions  conceived,  made or obtained by the
               Employee before his employment by the Company, a complete listing
               of which was appended to the 1999  Confidentiality  Agreement and
               which is attached hereto as Exhibit "C" as a matter of record.

          (b)  The Employee will make full and prompt  disclosure to the Company
               of all  Inventions  that are defined by this  Section 9 to be the
               Company's  property.  At the  Company's  request and expense (but
               without  additional  compensation to the Employee),  the Employee
               will at any time  take such  actions  as the  Company  reasonably
               considers necessary to obtain or preserve the Company's rights in
               such  Inventions.   These  actions  may  include,   but  are  not
               necessarily  limited  to,  signing and  delivering  applications,
               assignments and other papers and testifying in legal proceedings.

10.  Non-Competition  and  Non-Solicitation.   During  the  Restrictive  Period,
     Employee will not, and will not permit any of his  Affiliates,  directly or
     indirectly, to:


     10.1.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 anywhere in the world (other
          than an interest of not more than 5 percent of the  outstanding  stock
          of any publicly traded company);

     10.2.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  anywhere in the
          world;

     10.3.solicit,  employ,  interfere  with or attempt to entice  away from the
          Company or any  Affiliate  of the  Company any  employee  who has been
          employed  by the  Company or any such  Affiliate  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;

     10.4.as an individual proprietor, partner, stockholder,  officer, employee,
          director,  joint venture,  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 or
          services 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;

     10.5.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

     10.6.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.

11.  Legal Fees; Insurance.

     11.1.The Company  will pay all legal fees and  expenses  which the Employee
          may incur as a result of the  Company's  contesting  the  validity  or
          enforceability  of this  Agreement  to the  extent  that the  Employee
          prevails or substantially prevails in any action relating to same.

     11.2.The  Employee  shall be insured  under the  Company's  Directors'  and
          Officers' Liability Insurance Policy as in effect from time to time.

12.  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  Employee   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 12 will supersede the terms of any such grant or award made to
     the Employee  under any such plan or  arrangement to the extent there is an
     inconsistency between the two.

13.  Specific  Remedy.  The  restrictions  contained  in  Sections  9 and 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 those  Sections  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.  All of the
     rights and remedies  enumerated in Sections 9 and 10 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.

14.  Independence, Severability and Non-Exclusivity. 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

15.  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.

16.  Miscellaneous.

     16.1.Survival. The following rights and/or obligations of the parties shall
          survive  termination  or  expiration  of this  Agreement to the degree
          necessary to permit their complete  fulfillment or discharge:  (i) the
          rights and obligations of the parties under Sections 8, 9 and 10, (ii)
          the Company's  obligation  to make payments  under Section 6 and (iii)
          subject to the execution of the  agreement and release  referred to in
          Section 6.3, any cause of action or claim of either party,  accrued or
          to accrue,  because of any breach or default by the other party. 16.2.
          Notices. All notices under this Agreement shall be given in writing by
          personal delivery or by 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.

     16.3.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.

     16.4.Entire  Agreement.  This  Agreement,  together with the attachment and
          exhibits hereto, constitutes the entire agreement and understanding of
          the parties relating to the subject matter hereof,  and supersedes all
          prior  agreements,  including the Prior Agreements  referred to in the
          Background  section  of  this  Agreement,  which  shall  deemed  to be
          terminated   upon   the    Commencement    Date,    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 15,  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.

     16.8.Counterparts.   This   Agreement  may  be  executed  in  two  or  more
          counterparts,  each of which  shall be deemed an  original,  but which
          together  shall  constitute  one  and  the  same   instrument.

     16.9.Interpretation; Captions.

          (a)  Section and clause  headings and captions used in this  Agreement
               are for convenience only and shall not affect its construction or
               interpretation.

          (b)  References to the singular  shall be deemed to include the plural
               and vice versa.

          (c)  References  to  sections,  clauses,  attachments,   exhibits  and
               parties  are to the  sections  and  clauses of and the  exhibits,
               attachments and the parties to this Agreement.

     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/ Richard D. Luzzi                            /s/ Donald E. Morel, Jr.
      ------------------------------                 --------------------------
      Richard D. Luzzi, Vice President,              Donald E. Morel, Jr.
      Human Resources


<PAGE>                                                              EXHIBIT "A"





                      WEST PHARMACEUTICAL SERVICES, INC.
                      NON-QUALIFIED STOCK OPTION AGREEMENT
--------------------------------------------------------------------------------


     As of April 30, 2002, West  Pharmaceutical  Services,  Inc. (referred to as
the  "Company")  and Donald E. Morel,  Jr.  (referred  to as "you" and  "your"),
agree:


1.   Definitions. As used herein:

     (a)  "Board" means the Board of Directors of the Company.

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

     (c)  "Committee"  means those members of the Board who have been designated
          pursuant to the Plan to act in that capacity.

     (d)  "Date of  Exercise"  means the date on which you  deliver  the  notice
          required by Paragraph 5 hereof in accordance with the Plan document.

     (e)  "Date of Grant" means April 30, 2002,  the date on which the Committee
          awarded the Option.

     (f)  "Employer"  means  the  Company  or the  Subsidiary  for which you are
          performing  services  on the Date of  Exercise,  or for which you were
          performing  services  at the time of your death,  disability  or other
          termination of employment.

     (g)  "Expiration Date" means the earliest of the following:

          (i)  If you cease to be employed by the  Employer for any reason other
               than  death,  disability  or  retirement  (as  determined  by the
               Committee),  the date  three  months  after  the  termination  of
               employment;

          (ii) If you cease to be employed by the  Employer  because of death or
               disability  (as  determined  by the  Committee),  the date twelve
               months after the date you terminate employment;

          (iii) The 10th anniversary of the Date of Grant; or

          (iv) The occurrence of any of the activities  specified in Paragraph 6
               hereof.

     (h)  "Fair Market  Value" means the Fair Market Value of a share of Company
          common stock as determined pursuant to the Plan.

     (i)  "Option" means the option hereby granted.

     (j)  "Option Price" means $27.985 per Share, as calculated under the Plan.

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

     (l)  "Plan" means the West Pharmaceutical  Services, Inc. 1998 Key Employee
          Incentive  Compensation  Plan,  the  terms of which  are  incorporated
          herein by reference.

     (m)  "Share Price" means the closing  price of the  Company's  common stock
          quoted  in the New  York  Stock  Exchange  Composite  Transactions  as
          published in the New York edition of The Wall Street Journal.

     (n)  "Shares" means the 160,000 shares of the Company's  common stock,  par
          value $.25 per  share,  which are the  subject  of the  Option  hereby
          granted.

     (o)  "Subsidiary" means any corporation that, at the time in question, is a
          subsidiary  corporation  of the Company  within the meaning of Section
          425(f) of the Code.

2.   Grant of Option.  The Company  grants to you, as of the Date of Grant,  the
     Option to purchase  any or all of the Shares,  on the terms and  conditions
     set  forth  herein  and  in  the  Plan.  The  Option  hereby  granted  is a
     non-qualified stock option.

3.   Time of Exercise.

     (a)  The Option  shall become  exercisable  in four equal  installments  of
          40,000 Shares on the first through fourth anniversaries of the Date of
          Grant as follows:


                                                 Date on Which Shares
               No. of Shares                   First Become Exercisable

                   40,000                            April 30, 2003
                   40,000                            April 30, 2004
                   40,000                            April 30, 2005
                   40,000                            April 30, 2006

          provided,  however, the Option shall become immediately exercisable in
          full  as  and  to the  extent  provided  in  that  certain  Employment
          Agreement dated as of April 30, 2002 between the Company and you.

     (b)  After  each   installment   becomes   exercisable,   it  shall  remain
          exercisable  until the  Expiration  Date,  when the right to  exercise
          shall terminate absolutely.

4.   Payment for Shares.  Full payment for Shares purchased upon the exercise of
     the Option shall be made in cash, common stock of the Company valued at its
     Fair Market Value on the Date of Exercise,  or in a combination thereof, as
     the Committee may determine.  Such  determination may include a restriction
     on the use of any Shares unless they have been held by you for at least six
     months before delivery,  and have not been used for another exercise during
     such period.

5.   Forfeiture of Option and Option Gain Upon Certain  Events.  Notwithstanding
     any provision of this Agreement to the contrary,  if at any time within (i)
     the term of this Option or (ii) within three months  following  termination
     of  employment  or (iii) within three months after you exercise any portion
     of this Option,  whichever is the latest, you directly or indirectly engage
     in any  activity  in  competition  with any  activity  of the  Company,  or
     inimical,  contrary or harmful to the  interests of the Company,  including
     without limitation:

     (a)  conduct  related to your employment for which either criminal or civil
          penalties against you may be sought;

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

     (c)  accepting employment with or serving as a director,  officer, employee
          or  consultant  of,  or  furnishing   information   to,  or  otherwise
          facilitating  the efforts of, any Person engaged in  competition  with
          the Company's business;

     (d)  soliciting,  employing,  interfering with or attempting to entice away
          from the Company any employee who has been  employed by the Company in
          an executive  or  supervisory  capacity  within one year prior to such
          solicitation, employment, interference or enticement;

     (e)  violation of Company policies, including the Company's insider-trading
          policy; or

     (f)  using  for  yourself  or  others,   or  disclosing   to  others,   any
          confidential   or   proprietary   information   of  the   Company   in
          contravention of any Company policy or agreement, then

          any and all rights to exercise  this Option  shall  terminate  and you
          shall pay any option gain realized by you from  exercising  all or any
          portion of this Option by you to the Company.

6.   Right of Set-Off.  By accepting this agreement,  you consent to a deduction
     from any amounts the Company owes you,  including  amounts owed as wages or
     other compensation, fringe benefits, or vacation paid, to the extent of the
     amount owed under Paragraph 5 hereof.  Whether or not the Company elects to
     make any set-off in whole or in part,  if the  Company  does not recover by
     means of set-off the full amount you owe,  calculated  as set forth  above,
     you agree to pay immediately the unpaid balance to the Company.

7.   Committee  Discretion.  The Committee may release you from your obligations
     under Paragraph 5 if the Committee (or its duly appointed agent) determines
     in its sole  discretion  that such action is in the best  interests  of the
     Company.

8.   Securities  Laws. The Committee may from time to time impose any conditions
     on the exercise of the Option as it deems  necessary or advisable to ensure
     that all rights  granted  under the Plan  satisfy the  requirements  of the
     Securities and Exchange  Commission  Rule 16b-3 or any successor rule. Such
     conditions  may  include,  without  limitation,  the  partial  or  complete
     suspension of the right to exercise the Option.

9.   Issuance of Certificates.  Subject to the provisions of Paragraph 9 hereof,
     a certificate  for the Shares  issuable on the exercise of the Option shall
     be delivered to you or to your personal representative,  heir or legatee as
     promptly  as  possible  after  the  Date  of  Exercise,  provided  that  no
     certificates  for  Shares  will  be  so  delivered  until  (a)  appropriate
     arrangements  have been made with Employer for the withholding of any taxes
     which may be due with  respect to such Shares and (b) the Option  Price has
     been paid in full. The Company may condition  delivery of certificates  for
     Shares upon the prior  receipt  from you of any  undertakings  which it may
     determine are required to assure that the  certificates are being issued in
     compliance with federal and state securities laws.

10.  Rights Prior to  Exercise.  Neither you nor your  personal  representative,
     heir or legatee shall have any of the rights of a shareholder  with respect
     to any Shares  until the date of the issuance to you of a  certificate  for
     such Shares as provided in Paragraph 9 hereof.

11.  Status  of  Option;  Interpretation.   The  Option  is  intended  to  be  a
     non-qualified  stock option. The Committee shall have sole power to resolve
     any  dispute  or   disagreement   arising  out  of  this   Agreement.   The
     interpretation and construction of any provision of this Option or the Plan
     made by the  Committee  shall be  final  and  conclusive  and,  insofar  as
     possible,  shall be consistent  with the  requirements  of a  non-qualified
     stock option.

12.  Entire  Agreement.  The  parties  intend  this  Agreement  to be the  final
     expression of their agreement and to be a complete and exclusive  statement
     of their  agreement  and  understanding  in respect of the  subject  matter
     contained  herein.  This  Agreement  supersedes  all prior  agreements  and
     understandings between the parties with respect to such subject matter.
<PAGE>

     IN WITNESS  WHEREOF,  the  parties  have  executed  this  Agreement  in two
counterparts as of the date stated above.

WEST PHARMACEUTICAL SERVICES, INC.



By:-------------------------------------
      Richard D. Luzzi, Vice President,
      Human Resources



   -------------------------------------         ----------------------------
      DONALD E. MOREL, JR.                       (Witness Signature)
      (Employee's Signature)





<PAGE>
                                                           EXHIBIT "B"





                          AGREEMENT AND GENERAL RELEASE



--------------------------------------------------------------------------------

NOTICE:  This is a very  important  legal  document,  and you should  thoroughly
review and understand  the terms and effect of this document  before signing it.
By signing this Agreement and General Release,  you will be completely releasing
West Pharmaceutical  Services,  Inc. from all liability to you.  Therefore,  you
should  consult  with an attorney  before  signing  this  Agreement  and General
Release.  You have 21 days from the date of  distribution  of these materials to
consider this document. If you have not returned a signed copy of this Agreement
and General  Release by that time,  we will assume that you have  elected not to
sign the Agreement and General Release.  If you choose to sign the Agreement and
General  Release,  you will have an additional seven (7) days following the date
of your signature to revoke the Agreement and General Release, and the Agreement
and  General  Release  shall  not  become  effective  or  enforceable  until the
revocation period has expired.
--------------------------------------------------------------------------------



     Intending to be legally bound by the  provisions  of this  Agreement and in
consideration  of  the  negotiated   payments  and  benefits  specified  in  the
accompanying agreement which shall be incorporated as if fully set forth within,
dated  ------------------,  between West Pharmaceutical  Services,  Inc. and me,
providing valuable  consideration to which I would otherwise not be entitled, I,
--------------------  hereby release and discharge West Pharmaceutical Services,
Inc. and its affiliates, parents, subsidiaries, successors, and predecessors and
all of their employees, agents, attorneys, officers, and directors (individually
and  collectively  referred to as the "Company")  from any and all claims and/or
causes of  action,  known or  unknown,  which I may have or could  claim to have
against the Company in connection  with my employment with the Company up to and
including the date of my signing of this General Release.

     This General  Release  includes,  but is not limited to, all claims arising
from or during my employment or as a result of the  termination of my employment
and  all  claims  arising  under  federal,  state,  or  local  laws  prohibiting
employment  discrimination  based  upon  age,  race,  sex,  religion,  handicap,
national  origin,  or any other  protected  characteristic,  including,  but not
limited  to,  any  and all  claims  arising  under  the  Age  Discrimination  in
Employment  Act,  Title  VII of the  Civil  Rights  Act of 1964  and  1991,  the
Americans with Disabilities Act, the Family and Medical Leave Act, the Equal Pay
Act, the Pennsylvania  Wage Payment and Collection Law, the  Pennsylvania  Human
Relations  Act, any other federal,  state or local labor or employment  law, and
claims  under the  common  law  and/or  growing  out of any legal  restrictions,
express or implied,  in contract or on any other grounds, or the Company's right
to control or terminate the employment fits employees.


     By  signing  below,  I  acknowledge  that I have  carefully  read and fully
understand  the  provisions  of this  Agreement and General  Release.  I further
acknowledge  that I am signing this Agreement and General Release  knowingly and
voluntarily and without  duress,  coercion or undue  influence.  I further agree
that  should I file a claim  with any agency or any  lawsuit  in court  which is
found to be barred in whole or in part by this General  Release,  I will pay the
legal fees and costs incurred by the Company in defending  those claims found to
be barred  and  shall  also be  obligated  to  tender  back upon  filing of such
complaint  in state or  federal  court or before any  administrative  agency any
consideration  that I have  received  pursuant  to  the  severance  arrangements
provided within the accompanying Letter Agreement.

     This  Agreement  and General  Release  constitutes  the total and  complete
understanding  between me and the Company relating to the subject matter covered
by this  Agreement  and General  Release and all other prior or  contemporaneous
written oral  agreements  or  representations,  except the  accompanying  Letter
Agreement setting forth the terms of my severance arrangement, if any, otherwise
relating to the subject  matter of this  Agreement and General  Release are null
and void.  It is also  expressly  understood  and agreed  that the terms of this
Agreement  and General  Release may not be altered  except in writing  signed by
both the  Company  and me. I further  understand  and  agree  that the terms and
conditions of this Agreement and General  Release shall not be  communicated  to
any  persons  other  than  those  referred  to herein  and to my spouse or legal
counsel, if applicable.

     INTENDING TO BE LEGALLY BOUND, I hereby set my hand and seal below:

Witnessed by:                               [EMPLOYEE NAME]



---------------------------------           ----------------------------------

Dated:                                    Dated:
      ---------------------------               ------------------------------

<PAGE>




                                                               EXHIBIT "C"

<PAGE>

                                                                ATTACHMENT




                        INTELLECTUAL PROPERTY DISCLOSURE


     I currently am listed on two patent  applications  pertaining  to materials
for  satellite  structures.  The first is a design  for a  precision  deployable
reflector  which  is  used  to  concentrate  solar  energy  into a heat  engine,
consisting of thin layers of metal  protected by a transparent  oxide  overcoat.
The second is a multi-layer  insulation concept for protecting spacecraft in low
earth orbit.


                          ADVANCED MATERIALS CONSULTING


     Prior to joining The West Company,  I formed a corporation  in the state of
Maryland called The AMT (Advanced Materials Technology) Group, Inc. This company
was  formed to  provide  technical  services  to  various  customers  performing
aerospace and defense related research focused on composite  materials  testing,
spacecraft design, and materials processing in space. The contracts currently in
place cover the Army, NASA, Analex Corporation, and STR, Inc. There are also two
outstanding bids to the Navy and Air Force.

     AMT is also involved with a small Virginia business,  Artech Corp., and the
Medical College of Virginia,  in a cooperative  research program to study plasma
coated titanium implants for dental and orthopaedic applications. I anticipate a
series  of  patent  applications  to  result  from  this  work and will  provide
additional  information when available. A proposal was also sent to NIH which is
currently under review.

     I intend to complete my obligations to current  clients as soon as possible
and have stopped accepting new task orders.  Because the technical focus of this
work is on structural  composites and load bearing implant  materials,  I do not
believe it  presents a potential  conflict  of interest  with my duties at West.
However to preclude  any  potential  for the  appearance  of COI I will cease my
direct involvement with these efforts in early 1993.



                                                    /s/ D. E. Morel Jr.

                                                    11 November 1992


</TEXT>
</DOCUMENT>
