WEST PHARMACEUTICAL SERVICES INC
EX 10F SEVERANCE AGREEMENT PAPSO 10Q2 2001
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>papsoseverance10q22001.txt
<DESCRIPTION>EX 10F SEVERANCE AGREEMENT PAPSO 10Q2 2001
<TEXT>

                                                               EXHIBIT (10)(f)







                                                           June 25, 2001

Ms. Anna Mae Papso
341 Kenilworth Lane
Ambler, PA  19002

Dear Anna Mae:

     This letter (the "Agreement") sets forth the enhanced severance arrangement
agreed to by West  Pharmaceutical  Services,  Inc. (the  "Company") and you, and
will  supersede and replace the severance  arrangement  outlined in my letter to
you of May 18,  2001.  The  terms  contained  in  this  Agreement  represent  an
exception  to, and provide for  benefits  in excess of, the  Company's  standard
severance policy.  Please read this letter carefully.  It contains the terms and
conditions of your severance,  including important deadlines with respect to the
continuation of key benefits.

     Each  of the  benefits  listed  below  is  expressly  conditioned  on  your
complying  with all of your  obligations  under this Agreement and the Agreement
and General Release (the "Release"), which is attached hereto as Exhibit "A" and
incorporated  herein  by  reference.  Each of such  benefits  is also  expressly
conditioned on your  complying with the provisions of Section 6  (Non-Disclosure
and  Confidentiality)  and Section 9 (Non-Competition) of the Second Amended and
Restated  Change-in-Control  Agreement  dated as of March 25,  2000  between the
Company and you (such  provisions being  collectively  referred to herein as the
"Non-Compete and Confidentiality Obligations").

1.        Termination Date. Your last day of employment with the Company will be
          June 29,  2001  (the  "Termination  Date").  Between  the date of this
          Agreement and the Termination Date, you will report to and your duties
          will be specified by Linda R. Altemus.

2.        Severance  Payments.   You  will  receive  severance  salary  payments
          totaling  $408,012,  paid biweekly in accordance with Company practice
          with normal  deductions  such as health  insurance and taxes,  for the
          period  commencing on July 1, 2001 and continuing  until June 27, 2003
          (the  "Severance  Period").  These  payments  represent  12  weeks  of
          severance  pay to which you  would be  entitled  under  the  Company's
          severance  policy plus an  additional  92 weeks of severance pay to be
          provided in consideration  of your execution of the Release.  You will
          receive the full amount of  severance  pay  regardless  of whether you
          find other employment prior to the end of the Severance Period.



<PAGE>


          Any  earned/unused  vacation owed for this year will be paid to you as
          soon  as  practical.  You  will  not be  eligible  to  receive  salary
          increases,  cash bonuses or incentive  stock-based grants or awards of
          any kind on or after the Termination Date.


3.        Financial  Planning  Assistance.   You  will  receive  $3,000  towards
          financial planning,  which will be paid to you in a lump sum within 30
          days following the Termination Date.

4.        Outplacement Assistance.  Instead of outplacement assistance, you will
          receive  $25,000,  which  will be paid to you in a lump sum  within 30
          days following the Termination Date.

5.        Company  Car.  You may  continue the use of your company car until the
          Termination  Date.  You may purchase your company car from the Company
          for the sum of $1.00 (one  dollar).  You must notify the Company on or
          before the Termination Date if you elect to purchase the car.

6.        Medical Coverage.  The Company will continue both the standard medical
          and dental  benefits  and the  Executive  Medical  coverage  currently
          available to you and your  dependents  until the last day of the month
          before your  attaining the age of 65. To continue  these  benefits you
          must  pay the  applicable  employee  contribution,  which  during  the
          Severance  Period will be deducted from your severance  payments.  The
          Company  will  continue  to pay the  same  portion  of the cost of the
          coverage as it did when you were employed.

7.        Life  Insurance.  The Company will continue  your  coverage  under the
          Company's group-term life insurance policy, including any supplemental
          insurance  coverage that you may have purchased,  until the end of the
          Severance  Period.  The  cost  of the  premium  for  the  supplemental
          coverage will be deducted from your severance payments.

          At the end of the Severance  Period,  you are eligible to convert this
          group-term  life  insurance  policy  to  an  individual  life  policy.
          However,  to do so, you must apply and pay the first premium within 31
          days after the end of the Severance  Period.  A Group  Conversion form
          will be mailed to you during the 30-day  period  preceding  the end of
          the Severance Period.

8.        KEEP  Insurance.  Your KEEP  insurance  policy  will  remain in effect
          through end of the  Severance  Period.  The Company will make the same
          employer contribution towards the cost of the policy premium as it has
          during your employment and your employee contribution will be deducted
          from your severance payments. You are encouraged to contact Jeff White
          or Peter Hoover at American  Financial  Group, at (610)  296-3393,  to
          discuss your options  concerning  your KEEP policy prior to the end of
          the Severance Period.

9.        Short  and  Long-Term   Disability.   Your  short-term  and  long-term
          disability insurance coverage will cease as of the Termination Date.

<PAGE>



10.       Deferred  Compensation  and  Savings  Plan.  You will need to  contact
          American Express Trust Company at (800) 355-5770 to receive a complete
          rollover/distribution  package with respect to your  participation  in
          the  Company's  Savings  Plan. If you have an  outstanding  loan,  you
          should contact  American Express promptly to ensure that you avoid any
          adverse tax consequences.

          Any balances in your accounts under the Deferred Compensation Plan for
          Designated Executive Officers will be distributed to you in accordance
          with your elections under that plan and applicable plan provisions. We
          urge you to review the plan document and other information on the plan
          that has been provided to you. If you have questions about the plan or
          its operation, please contact John Gailey at (610) 594-3319.

11.       Retirement Plan. You will be eligible to accrue up to an additional 12
          months years-of-service credit under the West Pharmaceutical Services,
          Inc.  Employees'  Retirement  Plan.  At the  end  of  that  period,  a
          calculation  of your  estimated  pension  benefit will be forwarded to
          you.

12.       Stock-Based  Incentive Plans. Any unvested stock options and incentive
          (restricted)  shares awarded to you under the Long Term Incentive Plan
          and 1998 Key Employee  Incentive  Compensation Plan will become vested
          on the  Termination  Date.  Solely for  purposes  of  determining  the
          post-termination  stock-option  exercise period, you will be deemed to
          have retired from the Company as of the  Termination  Date. Your bonus
          shares and incentive shares will be issued to you as soon as practical
          after termination.  For your convenience,  information concerning your
          vested stock options is attached as Schedule I hereto.

          You are  encouraged  to refer to the  applicable  plan  documents  and
          information  statements  previously  sent  to  you,  as  well  as  the
          individual  agreements covering such awards and grants, for additional
          information.

13.       Termination  of  Benefits.  Participation  in  all  other  benefit  or
          compensation  programs and arrangements not specifically  continued in
          accordance with this Agreement will cease as of the Termination Date.

14.       Reimbursement  of Expenses.  You confirm that you have been reimbursed
          for any outstanding qualified travel and entertainment expenses.

15.       Notices.  Any  notifications  or  other  communications   required  or
          permitted  under this Agreement  shall be sent in writing via the U.S.
          mails or facsimile to the following addresses:

          If to you:

                  Ms. Anna Mae Papso
                  341 Kenilworth Lane
                  Ambler, PA  19002



<PAGE>


          If to the Company:

                  West Pharmaceutical Services, Inc.
                  101 Gordon Drive
                  Lionville, PA  19341
                  Attention: General Counsel
                  Facsimile: 610 594-3013

          or to such other address,  or facsimile  number, as may be notified in
          writing in accordance with this paragraph.

16.       Agreement  and  General  Release.  In  exchange  for the  compensation
          package  described  above,  you  expressly  agree to and will sign the
          Release and the Resignation  Letter attached hereto as Exhibit "B" and
          deliver them to the Company at the time of delivery of a countersigned
          copy of this Agreement.

17.       Continuing Indemnification  Obligations. The Company confirms that you
          will continue to be indemnified by the Company under its bylaws to the
          fullest extent provided therein and by applicable law.

18.       Miscellaneous.

          (a)       As noted in the first paragraph  hereof,  your breach of any
                    provision   of   this   Agreement,   the   Release   or  the
                    Confidentiality    and   Non-Compete   and   Confidentiality
                    Obligations  will result in an immediate  termination of all
                    obligations of the Company hereunder.

          (b)       This  Agreement  will be  binding  upon  and  inure  to your
                    benefit and the benefit of your personal representatives and
                    heirs and the Company and any  successor of the Company.  In
                    the event of your death prior to expiration of the Severance
                    Period,  the balance of any unpaid cash  severance  payments
                    will be paid in a lump sum to the beneficiary  listed on the
                    survivor  beneficiary  form  attached to this  Agreement  as
                    Exhibit "C" no later than the end of the month following the
                    month in which death occurs.  All other  benefits  otherwise
                    payable under this Agreement will terminate upon your death.

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

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

          (e)       This Agreement,  together with the Release,  the Resignation
                    Letter and the Non-Compete and Confidentiality  Obligations,
                    constitute the entire  agreement and  understanding  between
                    you and the  Company  with  respect  to the  subject  matter
                    hereof  and  merges and  supersedes  all prior  discussions,
                    agreements  and  understandings  between you and the Company
                    with respect to such matters.

<PAGE>


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

                                 * * * * * * * *

     By signing below,  you signify your intent to be legally bound by the terms
of this Agreement.

                                         Very truly yours,
                                         West Pharmaceutical Services, Inc.



                                         By: _______________________________
                                             George R. Bennyhoff, Senior Vice
                                             President, Human Resources

Intending to be legally bound, agreed to
and accepted this        day of June, 2001
                  ------


------------------------------
Anna Mae Papso



ATTACHMENTS                Release (attached as Exhibit "A") Resignation
                           Letter (attached as Exhibit "B") Designation of
                           Beneficiary (attached as Exhibit "C") Stock Options
                           information (attached as Schedule I)




<PAGE>




                                       -2-

                                   EXHIBIT "A"

                          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 45 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  letter agreement which shall be incorporated as if fully set forth
within, dated June 25, 2001 between West Pharmaceutical  Services,  Inc. and me,
providing valuable  consideration to which I would otherwise not be entitled, I,
ANNA MAE PAPSO 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.  Nothing contained herein
shall be construed to waive any claims, whether known or unknown, relating to my
eligibility to  participate  in employee  benefit plans or the level of benefits
that I may be entitled to under such plans.


<PAGE>


     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:

------------------------------      ------------------------------------------
Witness                                     ANNA MAE PAPSO

------------------------------      ------------------------------------------
Dated                                       Dated





<PAGE>





                                   Exhibit "B"





                                           June 30, 2001



To the Board of Directors

West Pharmaceutical Services, Inc.
101 Gordon Drive
Lionville, PA 19341


To Whom It May Concern:

     Please be advised that I hereby resign from all positions  that I currently
hold  with  West  Pharmaceutical   Services,  Inc.,  its  subsidiaries  and  its
affiliated companies.

                                           Very truly yours,



                                           Anna Mae Papso


<PAGE>


                                   EXHIBIT "C"

                DESIGNATION OF BENEFICIARY FOR SEVERANCE PAYMENTS




Designation of  Beneficiary.  I understand  that I may designate one beneficiary
who, in the event of my death  before all amounts due to me under the  Severance
Letter  Agreement dated June 25, 2001 have been  distributed,  will receive such
amounts. I hereby designate as my beneficiary:



    ----------------------------------------------------------------------------
    Name                                   Relationship


    ----------------------------------------------------------------------------
    1.

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


                  If the person named above as beneficiary does not survive
                  me, I hereby designate as my contingent beneficiary:

    ----------------------------------------------------------------------------
    2.

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


                   If no beneficiary has been designated under this Exhibit,
                   or all beneficiary designations are ineffective,  then
                   all amounts payable pursuant to the Severance Letter
                   Agreement shall be paid to my estate.  Any benefits
                   which may be payable to my beneficiary shall be paid
                   in the form of a lump sum.
    ----------------------------------------------------------------------------


     I reserve the right to revoke or amend this  designation  of beneficiary by
     written notice.





                                                  Date:
     --------------------------------------------     -------------------------

     Anna Mae Papso





<PAGE>




                                   Schedule I

                                 Anna Mae Papso

                      Summary of Options as of May 10, 2001





                      Number of            Option Price         Last Date
Grant Date       Shares Exercisable         Per Share          To Exercise


03/26/1997            7,000                 $27.50000           03/25/2002

08/05/1997           18,000                 $29.40630           06/28/2002

03/25/2000           18,000                 $26.03130           06/28/2002

05/02/2001            8,000                    $26.75           06/28/2002




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