WEST PHARMACEUTICAL SERVICES INC
EXHIBIT10 A RESTATED EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exh10a.txt
<DESCRIPTION>EXHIBIT10 A RESTATED EMPLOYMENT AGREEMENT
<TEXT>


                                                                 Exhibit (10)(a)

                                                                  EXECUTION COPY



                                  AMENDMENT TO
                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT
--------------------------------------------------------------------------------


     THIS IS AN  AMENDMENT  TO AMENDED AND RESTATED  EMPLOYMENT  AGREEMENT  (the
"Amendment  Agreement"),  dated as of April  30,  2002 (the  "Effective  Date"),
between West Pharmaceutical  Services,  Inc., a Pennsylvania  corporation,  (the
"Company") and William G. Little (the "Employee").

                                   Background

     The  Company  and the  Employee  are  parties  to an Amended  and  Restated
Employment Agreement,  dated as of March 25, 2000 (the "Employment  Agreement"),
which  provides,  among other things,  for the employment of the Employee as the
Company's Chief Executive  Officer and  compensation  and benefits to be paid to
him.

     The  Employee  has  informed  the Board of  Directors of the Company of his
intention  to  retire  from the  Company  and has  agreed  to step down as Chief
Executive Officer as of the Effective Date. In light of these actions, the Board
of Directors  and its  Compensation  Committee  and the Employee  have agreed to
modify  certain terms and  conditions of the  Employment  Agreement,  all as set
forth in this Amendment Agreement.

                                    Agreement

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

1.        Term of Employment.  The Employee's  employment with the Company,  and
          the  Company's  obligations  under  the  Employment  Agreement,  shall
          terminate on March 31, 2003 (the  "Termination  Date"),  unless sooner
          terminated as provided in Sections 6 or 7 of the Employment Agreement.
          For purposes of the Employment  Agreement,  this Amendment  Agreement,
          the West Pharmaceutical  Services, Inc. Employees' Retirement Plan, as
          amended and restated effective January 1, 2001, and any successor plan
          thereto  (the  "Retirement  Plan")  and  the  Supplemental   Executive
          Retirement  Plan and any successor  plan thereto (the "SERP") shall be
          deemed  to have  retired  under the  Retirement  Plan on and as of the
          Termination Date.

2.        Position and Site of Employment.

          (a)  From  the  Effective  Date  through  the  Termination  Date,  the
               Employee will serve as Chairman of the Board of the Company.  The
               Employee  will have the duties and  responsibilities  outlined in
               Exhibit "A" to this Amendment Agreement, which is attached hereto
               and made a part hereof.  The Employee  consents to the duties and
               other terms of employment  outlined in this  Amendment  Agreement
               and  agrees  that  such  duties  and   responsibilities   do  not
               constitute a "Constructive Termination" of his employment as such
               term is defined in the Employment Agreement.

          (b)  During the period from the Effective Date through the Termination
               Date,  the  Company  shall pay for an offsite  office with shared
               administrative  support,  that is  reasonably  acceptable  to the
               Employee,   and  the  Employee  shall  continue  his  duties  and
               responsibilities under this Amendment Agreement from that office.

3.        Compensation and Benefits.  The Employee's shall receive a base salary
          at the rate of $575,000  per annum  through the  Termination  Date and
          remain  eligible  to  receive  a bonus for 2002  under the  Management
          Annual  Incentive Bonus Program,  as and to the extent paid under that
          plan in accordance  with the plan terms.  His target bonus level shall
          be at 75% of base salary.

4.        Golf Club  Membership.  The Company will permit the Employee to retain
          his equity interest in Metedeconk National Golf Club, Inc. and related
          membership privileges until the Termination Date. The Executive may be
          permitted  to  continue  to  retain  such  membership   following  the
          Termination  Date  at  the  discretion  of  the  Company's   Chairman,
          Independent Directors.

5.        Other Amendments to the Employment Agreement.

          (a)  The  reference to "Section 11" in Section 16.6 of the  Employment
               Agreement is hereby amended to read "Section 13".

          (b)  Section 10 of the  Employment  Agreement is hereby deleted in its
               entirety and Sections 11 through 16 (and any references  thereto)
               are re-numbered accordingly.

          (c)  Clause  (vi)  of  Section  6.1 is  deleted  in its  entirety  and
               replaced with the following:

                    "(vi)  the  Employee's  breach  of  his  undertakings  under
                    Section 9 hereof or that certain  Non-Competition  Agreement
                    dated as of April 30, 2002 between him and the Company."

          (d)  Section  11  of  the  Employment  Agreement  is  amended  in  the
               following respects:

               i.   In the first  sentence is amended by  deleting  the "s" from
                    the word  Section  and by  deleting  the  words  "and  10.2"
                    therefrom;

              ii.   The second  sentence is amended by  deleting  the words "and
                    10" therefrom; and

             iii.   The last sentence thereof is deleted in its entirety

6.        General.

          (a)  Governing Law. This Amendment 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.

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

          (c)  Effect  of  Agreement.  Except  as  otherwise  set  forth in this
               Amendment  Agreement,  the Employment  Agreement  shall remain in
               full force and effect in accordance with its terms.

          (d)  Entire Agreement. This Amendment Agreement and Exhibit "A" hereto
               set forth the entire  agreement and  understanding of the parties
               relating to the subject  matter  hereof,  and supersede all prior
               agreements,  arrangements  and  understandings,  written or oral,
               between the parties.

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

          (f)  Successors and Assigns.  This Amendment  Agreement shall inure to
               the  benefit of and shall be  binding  upon the  Company  and the
               Employee  and,  subject  to the  provisions  of Section 13 of the
               Employment Agreement, their respective heirs, executors, personal
               representatives, successors and assigns.

          (g)  Amendments; Waivers.

               i.   This  Amendment  Agreement  may  not be  amended,  modified,
                    superseded,  canceled, renewed or extended, and the terms or
                    covenants  hereof  may not be  waived,  except  by a written
                    instrument   executed  by  the  parties  to  this  Amendment
                    Agreement or in the case of a waiver,  by the party  waiving
                    compliance.

              ii.   The  failure  of any  party to  require  performance  of any
                    provision of, or to exercise any right under, this Amendment
                    Agreement  shall not  affect  the  right of that  party at a
                    later time to enforce that provision or exercise that right.

             iii.   No waiver of any term of this Amendment  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.

          (h   Counterparts.  This Amendment Agreement may be executed in one or
               more  counterparts,  which  together  shall  constitute  a single
               agreement.

     IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  this  Amendment
Agreement as of the date first set forth above.


                                    WEST PHARMACEUTICAL SERVICES, INC.




                                    By:  /s/ J.  R. Gailey
                                         ----------------------------------
                                         John R. Gailey III, Vice President



                                         /s/ William G. Little
                                         ----------------------------------
                                         William G. Little

<PAGE>

                                                                   Exhibit A

                           CHAIRMAN'S RESPONSIBILITIES
                             May 2002 to March 2003




A.   To be responsible for the management of West's Board of Directors

B.   To use his best efforts to transition his prior responsibilities to the new
     CEO, giving particular emphasis to the following:

     1. Developing a new investor relations program

     2. Developing a new three-year business plan

     3. Reviewing major capital spending

     4.  Reviewing  initiatives  to  improve  cash  flow and to  strengthen  the
         Company's balance sheet

     5.  Facilitating  a  transfer  of  relationships  between  West and  Daikyo
         (Japanese joint venture partner)

     6. Developing major presentations

     7. Identifying future merchant banking relationships

     8. Assisting as needed with divestitures, acquisitions and customer visits

     9. Being available to accept ad hoc assignments from the Board

     10. Identifying two new candidates for West's Board of Directors

     11. Developing new succession plan

          It is clearly  understood  that all items listed under "B" are now the
          responsibility  of  management  and  that  the  Chairman's  role is to
          provide guidance.

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