WEST PHARMACEUTICAL SERVICES INC (Form: 10-K, Received: 02/27/2009 06:00:17)

EXHIBIT 10.17

WEST PHARMACEUTICAL SERVICES, INC.

SUPPLEMENTAL EMPLOYEES’ RETIREMENT PLAN

(Amended and Restated Effective January 1, 2008, except as otherwise noted herein or required by applicable law)

PLAN DOCUMENT

K:\EDGAR\2009\10K\Exhibit 10.17 - SERP Restatement.doc

WEST PHARMACEUTICAL SERVICES, INC.

SUPPLEMENTAL EMPLOYEES’ RETIREMENT PLAN

This is the West Pharmaceutical Services, Inc. Supplemental Employees’ Retirement Plan (the “ SERP ”) adopted by West Pharmaceutical Services, Inc. (the “ Company ”) on behalf of itself and its subsidiaries to provide benefits in excess of those provided under the West Pharmaceutical Services, Inc. Employees’ Retirement Plan (the “ Qualified Retirement Plan ”) to certain eligible salaried employees of the Company and its subsidiaries. Hourly employees are not eligible to participate in the SERP.

1. Effective Date; Code Section 409A. The SERP was originally effective as of January 1, 1987 as the West Company, Incorporated Supplemental Employees Retirement Plan, it is hereby amended, restated and renamed effective as of January 1, 2008, except as otherwise required by applicable law, including Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”). The SERP is intended to satisfy Code Section 409A and all of the official guidance promulgated thereunder. To the extent a provision in the SERP is inconsistent with Code Section 409A, such provisions shall be deemed amended to comply with Code Section 409A, to avoid the application of the penalty tax and interest provided thereunder.

2. Eligibility .

(a) Effectiveness . No benefit under the SERP shall be payable to any salaried employee of the Company or a subsidiary (an “ Employee ”) unless that Employee is credited with service under the SERP after December 31, 1986.

(b) Pre-2009 Eligibility . On or before December 31, 2008, an Employee who is a participant in the Qualified Retirement Plan shall only become a participant (a “ Participant ”) in the SERP if his or her accrued benefit under the Qualified Retirement Plan (“ Accrued Benefit ”) is less that it would be if the Qualified Retirement Plan were not subject to: (i) the limit imposed by section 401 (a) (17) of the Code or any successor provision of law on the amount of annual compensation of each Qualified Retirement Plan participant that may be taken into account, (ii) the limit imposed by section 415 of the Code or any successor provision of law on the amount of annual benefits that may be accrued. The limits described in (a) and (b) shall be referred to hereinafter, collectively, as the “ Code Limits ”), or (iii) made a deferral under the Company’s Nonqualified Deferred Compensation Plan for Designated Employees (or any successor nonqualified defined contribution plan) (the “ Nonqualified Deferred Compensation Plan ”).

(c) Eligibility in 2009 and Beyond. On and after January 1, 2009, an Employee shall only be eligible to participate in the SERP if:

(i) Such Employee was eligible in accordance with Section 2(b) of the SERP as of December 31, 2008, or

(ii) Such Employee is salaried and either (A) an executive officer of the Company, or (B) designated by the Company’s Vice President of Human Resources as participating in the SERP and approved by the Compensation Committee (the “ Committee ”) of the Company’s Board of Directors (the “ Board ”).

(d) Notwithstanding the foregoing, the Company’s Vice President of Human Resources may upon written designation, with approval by the Committee, remove an Employee from prospective participation in the SERP at any time.

3. SERP Retirement Benefits; Vesting .

(a) Restatement of the Qualified Plan. Effective January 1, 2007, the Qualified Retirement Plan was amended to provide for a “ Cash Balance Benefit ”, as defined in the Qualified Retirement Plan, for service on or after January 1, 2007. The benefit accrued on and before December 31, 2006 is a participant’s “ Frozen Benefit ” as defined in the Qualified Retirement Plan. Each of those terms is used in the SERP, and is defined as provided in the Qualified Retirement Plan. The benefits provided under the SERP were simultaneously modified to provide for an additional benefit under the SERP on the same terms as those provided under the provisions of the amended Qualified Retirement Plan. Except as provided in the SERP or as required by Code Section 409A, the Cash Balance Benefit and Frozen Benefit shall be payable in accordance with the timing and method of distribution provisions provided in the Qualified Retirement Plan.

(b) Frozen Benefit . The monthly normal retirement benefit calculated under the SERP at a Participant’s attainment of age 65 shall be equal to the benefit that would have been paid under the Qualified Retirement Plan if the amount of the monthly benefit under the Qualified Retirement Plan as in effect when the Participant attained age 65 (assuming payment in the form of a single life annuity with no period certain) was calculated (i) by taking into account compensation a Participant elected to defer (such amount not to include any matching contributions paid by or due from the Company) under the Nonqualified Deferred Compensation Plan, for purposes of determining his Average Annual Earnings, and (ii) without taking the Code Limits into account, reduced by the offset provided in Section 4.

(c) Cash Balance Benefit . The monthly normal retirement benefit calculated under the SERP at a Participant’s attainment of age 65 shall be equal to the benefit that would have been paid under the Qualified Retirement Plan if the amount of the monthly benefit under the Qualified Retirement Plan as in effect when the Participant attained age 65 (assuming payment in the form of a single life annuity with no period certain) was calculated by crediting the Participant’s Cash Balance Account under the Qualified Retirement Plan with a “ Pay Credit ” (as defined in the Qualified Retirement Plan) inclusive of (i) the amount such Participant elected to defer (such amount not to include any matching contributions paid by or due from the Company) under the Nonqualified Deferred Compensation Plan and (ii) amounts in excess of the Code Limits into account, reduced by the offset provided in Section 4.

(d) Total Benefit . Subject to the offset in Section 4, a Participant’s benefit under the SERP shall be sum of his Frozen Benefit calculated under Section 3(b) and his Cash Balance Benefit calculated under Section 3(c).

4. Offset for Qualified Retirement Plan Benefits . The monthly benefit payable under the SERP shall be the amount calculated under Section 3 reduced by an offset for benefits payable under the Qualified Retirement Plan or any other defined benefit pension plan maintained by the Company or any other employer treated with the Company as a single employer under sections 414 (b), 414(c) or 414(m) of the Code (an “ Affiliated Plan ”). In calculating the offsets, the Code Limits shall be applied, and both in applying such Code Limits and in otherwise calculating the offsets, it shall be assumed that all benefits under a the Qualified Retirement Plan or any other relevant plan will be paid in the form of a single life annuity with no period certain.

5. Service and Vesting .

(a) Service Credit. An Employee’s credit for periods of service under the SERP for all purposes (inclusive of vesting, eligibility and benefit accrual) shall be co-extensive with his credit for the same types of periods of service under the Qualified Retirement Plan and any Affiliated Plan unless the Committee determines that additional credit for periods of service with a prior employer or for any other reason should be granted under the SERP.

(b) Vesting . A Participant’s Frozen Benefit and Cash Balance benefit shall become vested, if at all, in accordance with the applicable vesting schedules in the Qualified Retirement Plan.

6. Grandfathering of Benefits .

(a) Grandfathered Benefit Definition and Accounting. Benefits accrued and vested under the SERP on and before December 31, 2004 (“ Grandfathered Benefits ”) shall be separately accounted for under the SERP, and, to the extent required to preserve grandfathered status under Code Section 409A administered consistent with the SERP as in effect on December 31, 2004. A Participant’s Grandfathered Benefits shall be comprised solely of his or her Frozen Benefit accrued through December 31, 2004.

(b) Non-Grandfathered Benefit Definition and Accounting . Benefits accrued and vested under the SERP on and after January 1, 2005 (“ Non-Grandfathered Benefits ”) shall also be separately accounted for under the SERP, and, to the extent required to comply with Code Section 409A and avoid the application of the penalty tax and interest thereunder administered consistent with Code Section 409A. A Participant’s Non-Grandfathered Benefit shall be comprised of any Frozen Benefit accrual that is earned and vested between January 1, 2005 and December 31, 2007 and his or her entire Cash Balance Benefit.

7. Grandfathered Benefits Retirement Provisions . This Section 7 applies solely to Grandfathered Benefits as described in Section 6(a). Section 8 shall apply to Non-Grandfathered Benefits.

(a) Early Retirement .

(i) With respect to a Participant’s Grandfathered Benefit only, a Participant may elect early retirement after attaining age 55, and before attaining age 65, provided he has been credited with at least ten years of service as required in the Qualified Retirement Plan.

(ii) The early retirement benefit under the SERP shall be calculated in the same manner as the normal retirement benefit under Sections 3 and 4 above, taking into account only service and compensation to the Employee’s early retirement date, and the benefit formula in effect on such date.

(iii) Any portion of a participant’s Grandfathered Benefits payable upon retirement prior to attaining age 65 shall be reduced in accordance with the table of early retirement factors contained in the Qualified Retirement Plan as in effect at the time of the Participant’s retirement.

(b) Late Retirement. The Grandfathered Benefit payable to a Participant retiring after age 65 shall be calculated in the same manner as the normal retirement benefit under Sections 3 and 4 above, taking into account service and compensation to the Participant’s late retirement date, and the benefit formula in effect under the Qualified Retirement Plan on such date.

(i) Subject to Section 12 regarding disability benefits, the Grandfathered Benefit payable to a Participant who is vested in his Accrued Benefit under the Qualified Retirement Plan and who terminates employment with the Company and its subsidiaries other than for early, normal or late retirement (a “ Vested-Terminated Participant ”) shall be calculated in the same manner as the normal retirement benefit, taking into account service and compensation to the Participant’s date of severance from service, and the benefit formula in effect on such date.

(ii) Any Grandfathered Benefit payable to a Vested-Terminated Participant before such Participant’s attainment of age 65 shall be reduced 5% for each year by which the benefit commencement date precedes his or her attainment of age 65.

8. Non-Grandfathered Benefit Retirement Provisions . This Section 8 applies only to Non-Grandfathered Benefits as described in Section 6(b). Section 7 shall apply to Grandfathered Benefits.

(a) Early Retirement; Termination Benefit .

(i) With respect to a Participant’s Non-Grandfathered Frozen Benefit only, a Participant who terminates employment will be required to receive a distribution six months following termination under Section 14 of the SERP. Such Participant’s Non-Grandfathered Frozen Benefit shall be calculated, in the same manner as the normal retirement benefit under Section 3 and 4 above, taking into account only service and compensation to the Employee’s termination date, and the benefit formula in effect on such date.

(ii) Subject to Section 7(a)(iii), any portion of a participant’s Non-Grandfathered Frozen Benefit payable upon retirement prior to attaining age 65 shall be reduced in accordance with the table of early retirement factors contained in the Qualified Retirement Plan as in effect at the time of the Participant’s retirement but only if such Participant has reached age 55 and accrued ten years of service.

(iii) If such Participant has not reached age 55 and accrued ten years of service at the time of his or her termination of employment, Section 7(c) and not this Section 7(a) shall apply.

(iv) A Participant’s Non-Grandfathered Cash Balance Benefit shall be calculated as described in Sections 3 and 4 above, and, shall, consistent with the Qualified Retirement Plan, not be reduced for commencement prior to normal retirement age under the Qualified Retirement Plan.

(b) Late Retirement.

(i) The Non-Grandfathered Benefit (Frozen Benefit and Cash Balance Benefit, as applicable), payable to a Participant retiring after age 65 shall be calculated in the same manner as the normal retirement benefit under Sections 3 and 4 above, taking into account service and compensation to the Participant’s late retirement date, and the benefit formula in effect under the Qualified Retirement Plan on such date.

(ii) A Participant’s Non-Grandfathered Cash Balance Benefit shall be calculated as described in Sections 3 and 4 above. Because a participant must receive a distribution under the SERP six month following termination in accordance with Section 14, such Participant’s Non-Grandfathered Cash Balance Benefit will only be adjusted in a manner consistent with the Qualified Retirement Plan for the period between such Participant’s termination date and the date distribution of such Benefit is made under the SERP.

(i) Subject to Section 12 regarding disability benefits, the Non-Grandfathered Frozen Benefit only payable to a Participant who is a Vested-Terminated Participant shall be calculated in the same manner as the normal retirement benefit under Sections 3 and 4, taking into account service and compensation to the Participant’s date of severance from service, and the benefit formula in effect on such date.

(ii) Any Non-Grandfathered Frozen Benefit payable to a Vested-Terminated Participant before such Participant’s attainment of age 65 shall be reduced 5% for each year by which the benefit commencement date precedes his or her attainment of age 65.

(iii) A Participant’s Non-Grandfathered Cash Balance Benefit shall be calculated as described in Sections 3 and 4 above. Because a Participant must receive a distribution under the SERP six month following termination in accordance with Section 14, such Participant’s Non-Grandfathered Cash Balance Benefit will only be adjusted in a manner consistent with the Qualified Retirement Plan for the period between such Participant’s termination date and the date distribution of such Benefit is made under the SERP.

12. Disability Benefit . Consistent with the Qualified Retirement Plan, no Benefit is payable under the SERP solely due to a Participant incurring a “ Total and Permanent Disability ” (as defined in the Qualified Retirement Plan). A Participant’s Frozen Benefit and Cash Balance Benefit are increased during his or her period of Total and Permanent Disability as described in the Qualified Retirement Plan and in the same manner as the normal retirement benefit, taking into account service and compensation to the Participant’s date of termination of employment, and the benefit formula in effect on such termination.

13. Form and Timing of Grandfathered Benefits Payable under the SERP. This Section 13 solely governs Grandfathered Benefits. Non-Grandfathered Benefits are subject to Section 14.

(a) Normal Form. Subject to the permitted lump sum election under Section 13(b) below, the Grandfathered Benefit payable to a Participant shall be paid in the same form and at the same time or times that benefits are paid to the Participant under the Qualified Retirement Plan. The actuarial factors and assumptions to be used to convert the benefits payable hereunder from a single life annuity with no period certain to any other form of benefit shall be those set forth in the Qualified Retirement Plan.

(b) Special Lump Sum Election . A Participant may elect, by written notice delivered to the Committee no later than September 30 of the calendar year preceding the calendar year in which the Participant’s Grandfathered Benefit under the Qualified Retirement Plan is to begin, to receive his or her Grandfathered Benefit payable under the SERP in a single cash lump sum, payable at the same time that benefits begin to be paid to that Participant under the Qualified Retirement Plan. The actuarial factors and assumptions to be used to convert the Grandfathered Benefits payable hereunder from a single life annuity with no period certain shall be those set forth in the Qualified Retirement Plan, except that the value of lump sum distributions made on or after July 1, 1995 shall be determined using the annual rate of interest on 30- year Treasury securities for the August preceding the year of distribution and the mortality table prescribed by the Internal Revenue Service pursuant to Section 417(e)(3)(A)(ii)(I) of the Code.

14. Form and Timing of Non-Grandfathered Benefits Payable under the SERP . This Section 14 solely governs Non-Grandfathered Benefits. Grandfathered Benefits are subject to Section 13.

(a) Timing and Form of Payment . The Non-Grandfathered Benefit (including both the applicable portion of a Participant’s Frozen Benefit and his or her entire Cash Balance Benefit) shall be payable to a Participant under the SERP solely in a cash lump sum during the month following the month that contains that date that is six months following a Participant’s termination of employment. This cash lump sum shall be paid even if a Participant is re-hired following his termination of employment, but only to the extent permitted by Section 409A of the Code.

(b) Cash Balance Benefit Lump Sum . A Participant’s Cash Balance Benefit shall be credited with Interest Credits (as defined in the Qualified Retirement Plan) during this six month period. The Cash Balance Benefit shall be calculated in a manner consistent with the provisions applicable to the “ Termination Benefit ” payable under the Qualified Retirement Plan.

(c) Lump Sum for Applicable Portion of a Participant’s Frozen Benefit. With respect to the applicable portion of a Participant’s Frozen Benefit, the actuarial factors and assumptions to be used to convert the Non-Grandfathered Benefits payable hereunder from a single life annuity with no period certain shall be those set forth in the Qualified Retirement Plan, except that the value of lump sum distributions made on or after July 1, 1995 shall be determined using the annual rate of interest on 30- year Treasury securities for the August preceding the year of distribution and the mortality table prescribed by the Internal Revenue Service pursuant to Section 417(e)(3)(A)(ii)(I) of the Code.

15. Death Benefit Before Commencement of Retirement Income Benefit .

(a) Amount of Frozen Benefit. Following the death of a Participant before benefits under the SERP have commenced, the Participant’s surviving spouse or, if the Participant dies before benefits under the SERP have commenced leaving a “ dependent spouse ” or “ orphan children ” (as such terms are defined in the Qualified Retirement Plan), such spouse or orphan children shall be entitled to a death benefit with respect to a Participant’s Frozen Benefit (inclusive of both Grandfathered Benefit and Non-Grandfathered Benefit portions) equal to the excess, if any, of (i) the Frozen Benefit death benefit that would be payable under the Qualified Retirement Plan and any Affiliated Plan if such Plans were not subject to the Code Limits and was calculated using amounts deferred under the Company’s over (b) the Frozen Benefit death benefit that is actually payable under the Qualified Retirement Plan and any Affiliated Plan.

(b) Amount Cash Balance Benefit . Following the death of a Participant before benefits under the SERP have commenced, the Participant’s beneficiary shall be entitled to a death benefit with respect to a Participant’s Cash Balance Benefit equal to the excess, if any, of (i) the Cash Balance Benefit death benefit that would be payable under the Qualified Retirement Plan and any Affiliated Plan if such Plans were not subject to the Code Limits and was calculated using amounts deferred under the Company’s over (b) the Cash Balance Benefit death benefit that is actually payable under the Qualified Retirement Plan and any Affiliated Plan.

(c) Timing of Payment of Grandfathered Benefit . The Grandfathered Benefit death benefit payments shall be made in the same form, at the same time, and for the same duration as the death benefits payable under the Qualified Retirement Plan.

(d) Timing of Payment of Non-Grandfathered Benefit . The Non-Grandfathered death benefit (inclusive of the applicable portion of the Participant’s Frozen Benefit) payment shall be made in a cash lump sum during the month following the month a Participant’s death.

(e) Exclusive Pre-Retirement Death Benefits . No other death benefits shall be payable under the SERP following the death of a Participant before benefits under the SERP have commenced.

16. Death Benefit After Commencement of Retirement Income Benefit . Upon a Participant’s death after benefits under the SERP have commenced, the Participant’s beneficiary (as determined in accordance with the Qualified Retirement Plan) shall be entitled to the death benefit, if any, payable following the Participant’s death under the form of benefit in which the benefit was being paid to the participant before his death. This Section 16 shall not apply to a Participant’s Non-Grandfathered benefits, which are solely payable in a single, cash lump sum.

17. Unsecured Obligation of the Company . The Company’s obligations under the SERP shall be the general unsecured obligations of the Company. The Company shall be under no obligation to establish any separate fund, purchase any annuity contract, or in any other way make special provision or specifically earmark any funds for the payment of any amounts called for under the SERP, nor shall the SERP or any actions taken under or pursuant to the SERP be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, his or her designated beneficiary, executors or administrators, or any other person or entity. If the Company chooses to establish such a fund or purchase such an annuity contract or make any other arrangement to provide for the payment of any amounts called for under the SERP, such fund contract or arrangement shall remain part of the general assets of the Company, and no person claiming benefits under the SERP shall have any right, title, or interest in or to any such fund, contract or arrangement.

18. Administration . The SERP will be administered by the Committee.

(a) The Committee shall be the named fiduciary for purposes of the claims procedure pursuant to Section 19 and shall have authority to act to the full extent of its absolute discretion to:

(ii) interpret the SERP;

(iii) resolve and determine all disputes or questions arising under the SERP subject to the provisions of Section 19, including the power to determine the rights of Participants and their beneficiaries, and their respective benefits, and to remedy any ambiguities, inconsistencies or omissions in the SERP;

(iv) create and revise rules and procedures for the administration of the SERP and prescribe such forms as may be required for Participants to make elections under, and otherwise participate in, the SERP; and

(v) take any other actions and make any other determinations as it may deem necessary and proper for the administration of the SERP.

(b) Any expenses incurred in the administration of the SERP will be paid by the Company or the Employer.

(c) Except as the Committee may otherwise determine (and subject to the claims procedure set forth in Section 19), all decisions and determinations by the Committee shall be final and binding upon all Participants and their designated beneficiaries.

(d) Neither the Secretary nor any member of the Committee shall participate in any matter involving any questions relating solely to his or her own participation or benefits under the SERP. The Committee shall be entitled to rely conclusively upon, and shall be fully protected in any action or omission taken by it in good faith reliance upon the advice or opinion of any persons, firms or agents retained by it, including but not limited to accountants, actuaries, counsel and other specialists. Nothing in the SERP shall preclude the Company from indemnifying the Secretary or members of the Committee for all actions under the SERP, or from purchasing liability insurance to protect such persons with respect to the SERP.

19. Claims Procedure . The Company shall administer a claims procedure as follows:

(a) Initial Claim . A Participant or his or her beneficiary who believes that he or she is entitled to benefits under the SERP (the “ Claimant ”), or the Claimant’s authorized representative acting on behalf of such Claimant, must make a claim for those benefits by submitting a written notification of his or her claim of right to such benefits. Such notification must be on the form and in accordance with the procedures established by the Company. No benefit shall be paid under the SERP until a proper claim for benefits has been submitted.

(b) Procedure for Review . The Committee shall establish administrative processes and safeguards to ensure that all claims for benefits are reviewed in accordance with the SERP document and that, where appropriate, Plan provisions have been applied consistently to similarly situated Claimants. Any notification to a Claimant required hereunder may be provided in writing or by electronic media, provided that any electronic notification shall comply with the applicable standards imposed under 29 C.F.R. §2520.104b-1(c).

(c) Claim Denial Procedure . If a claim is wholly or partially denied, the Committee shall notify the Claimant within a reasonable period of time, but not later than 90 days after receipt of the claim, unless the Committee determines that special circumstances require an extension of time for processing the claim. If the Committee determines that an extension of time for processing is required, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed a period of 180 days from receipt of the claim. The extension notice shall indicate: (i) the special circumstances necessitating the extension and (ii) the date by which the Committee expects to render a benefit determination. A benefit denial notice shall be written in a manner calculated to be understood by the Claimant and shall set forth: (i) the specific reason or reasons for the denial, (ii) the specific reference to the SERP provisions on which the denial is based, (iii) a description of any additional material or information necessary for the Claimant to perfect the claim, with reasons therefor, and (iv) the procedure for reviewing the denial of the claim and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a legal action under section 502(a) of Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”) following an adverse benefit determination on review.

(d) Appeal Procedure . In the case of an adverse benefit determination, the Claimant or his or her representative shall have the opportunity to appeal to the Committee for review thereof by requesting such review in writing to the Board within 60 days of receipt of notification of the denial. Failure to submit a proper application for appeal within such 60 day period will cause such claim to be permanently denied. The Claimant or his or her representative shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim. A document, record or other information shall be deemed “relevant” to a claim in accordance with 29 C.F.R. §2560.503-1(m)(8). The Claimant or his or her representative shall also be provided the opportunity to submit written comments, documents, records and other information relating to the claim for benefits. The Board shall review the appeal taking into account all comments, documents, records and other information submitted by the Claimant or his or her representative relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

(e) Decision on Appeal . The Board shall notify a Claimant of its decision on appeal within a reasonable period of time, but not later than 60 days after receipt of the Claimant’s request for review, unless the Committee determines that special circumstances require an extension of time for processing the appeal. If the Committee determines that an extension of time for processing is required, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 60-day period. In no event shall such extension exceed a period of 60 days from the end of the initial period. The extension notice shall indicate: (i) the special circumstances necessitating the extension and (ii) the date by which the Committee expects to render a benefit determination. An adverse benefit decision on appeal shall be written in a manner calculated to be understood by the Claimant and shall set forth: (i) the specific reason or reasons for the adverse determination, (ii) the specific reference to the SERP provisions on which the denial is based, (iii) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, and other information relevant to the Claimant’s claim (the relevance of a document, record or other information will be determined in accordance with 29 C.F.R. §2560-1(m)(8)) and (iv) a statement of the Claimant’s right to bring a legal action under section 502(a) of ERISA.

(f) Litigation . In order to operate and administer the claims procedure in a timely and efficient manner, any Claimant whose appeal with respect to a claim for benefits has been denied, and who wants to commence a legal action with respect to such claim, must commence such action in a court of competent jurisdiction within 90 days of receipt of notification of such denial. Failure to file such action by the prescribed time will forever bar the commencement of such action.

(g) Disputes; Enforcement of Rights . All reasonable legal and other fees and expenses incurred by the Claimant in connection with any disputed claim regarding any right or benefit provided for in the SERP shall be paid by the Company, to the extent permitted by law, provided that the Claimant prevails on the merits of his or her claim in material part as the result of litigation, arbitration or settlement.

20. Delay in Distributions . Notwithstanding anything in the SERP to the contrary, distributions under the SERP may be delayed, to the extent permitted by Code Section 409A if either (a) the ability of the Company to remain a going concerned is jeopardized, or (b) such delay is necessary to comply with applicable law.

21. Top Hat and Non-Qualified Status . The SERP is intended to be a top-hat plan within the meaning of ERISA. The SERP is an unfunded plan for purposes of ERISA and the Code and is not qualified under section 401(a) of the Code.

22. Withholding of Taxes . The rights of a Participant (and his or her beneficiaries) to payments under the SERP shall be subject to the Company’s obligations at any time to withhold from such payments any income or other tax on such payments.

23. Assignability . No portion of a Participant’s benefits under the SERP may be assigned or transferred in any manner, nor shall any of the those SERP benefits be subject to anticipation, voluntary alienation or involuntary alienation.

24. Amendment and Termination . The Company reserves the right to amend or terminate the SERP at any time by action of the Board, but shall not reduce the benefits accrued under the SERP by any Participant up to the date of such actions.

EXHIBIT 10.19

WEST PHARMACEUTICAL SERVICES, INC.

NON-QUALIFIED DEFERRED COMPENSATION PLAN

FOR OUTSIDE DIRECTORS

PLAN DOCUMENT

As Amended and Restated Effective as of January 1, 2008

K:\EDGAR\2009\10K\Exhibit 10.19 - Directors NQDC Plan Restatement.doc

NON-QUALIFIED DEFERRED COMPENSATION PLAN

FOR OUTSIDE DIRECTORS

(As Amended and Restated Effective January 1, 2008)

The Board of Directors of West Pharmaceutical Services, Inc. (the “Company”) hereby adopts the West Pharmaceutical Services, Inc. Non-Qualified Deferred Compensation Plan for Outside Directors, as amended and restated (the “Plan”), effective May 27, 1999, except as otherwise provided herein. The Plan was formerly known as The West Company, Incorporated Non-Qualified Deferred Compensation Plan for Outside Directors. The purpose of the Plan is to defer the receipt of all or a portion of the Directors’ Fees payable to the Company’s Eligible Directors.

The Plan also provides for the crediting, using a separate account, of stock equivalents (the “Stock Equivalents”) that (i) are awarded to a Director under the West Pharmaceutical Services, Inc. Stock-Equivalents Compensation Plan for Non-Employee Directors (the “Stock-Equivalents Plan”), (ii) were credited to the Director pursuant to the conversion of the Director’s benefit under the Company’s Retirement Plan for Non-Employee Directors under the terms of the Stock-Equivalents Plan, or (iii) were awarded as Stock Units under the Company’s 2004 Stock-Based Compensation Plan (the “2004 Stock Plan”) or any predecessor or successor plan thereto designated by the Board.

Finally, the Plan provides for the crediting of Deferred Stock awarded under the Company’s 2007 Omnibus Incentive Compensation Plan (the “2007 Omnibus Plan”) or any predecessor or successor plan thereto designated by the Board.

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Eligible Directors . Duly elected members of the Board of Directors of the Company (“Directors”) eligible to participate in this Plan shall be those Directors who are not officers or employees of the Company or any of its subsidiaries as defined in section 425 (f) of the Internal Revenue Code of 1986, as amended.

2.	Deferrable Compensation . An Eligible Director may elect to defer all or any part or none of the compensation payable to such Eligible Director by the Company for services rendered as a director (“Directors’ Fees”).

3.	Crediting of Stock Equivalents . An Eligible Director shall also be credited with any Stock Equivalents awarded or credited to the Director under the Stock-Equivalents Plan and Stock Units credited under the 2004 Stock Plan, in accordance with the terms and conditions contained therein.

4.	Crediting of Deferred Stock . An Eligible Director shall also be credited with any Deferred Stock awarded to the Director under the 2007 Omnibus Plan, or any successor plan thereto, in accordance with the terms and conditions contained therein.

5.	Election to Defer .

An Eligible Director who desires to defer payment of his or her Directors’ Fees in any calendar year shall notify the Company’s Secretary in writing on or before December 31 of the prior year, stating how much of his or her Directors’ Fees shall be deferred. Except as provided in Sections 5(b) or 5(c), an election so made shall be irrevocable and shall apply to payments made in each calendar year thereafter until the Director shall, on or before December 31, notify the Company’s Secretary in writing that a different election shall apply to the following calendar years. Any such election shall likewise continue in effect until similarly changed.

b)	By notifying the Company in writing, an Eligible Director may cancel (but not postpone) his or her deferral election, if either the Eligible Director experiences an “unforeseeable emergency” within the meaning of Section 409A of the Code. Future elections to defer are subject to Section 5(a).

An Eligible Director may cancel (but not postpone) his or her deferral election, if he or she experiences a Disability, provided that the Eligible Director notifies the Company in writing by the later of the date that is 2½ months following the date such Director incurred a Disability or the end of the calendar year containing the year in which the Director incurred a Disability. For purposes of this Section 5(c), a “Disability” is any medically determinable physical or mental impairment resulting in the service provider’s inability to perform the duties of his or her position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six months.

6.	Non-Deferred Compensation . Any Directors’ Fees that are not deferred under this Plan shall be paid in line with normal Company policy.

7.	Deferred Compensation Accounts .

Credits . At the time that a Director makes an election to defer under Paragraph 5 above, the Director shall also indicate whether the amount he or she chooses to defer shall be credited to an “A” Account or to a “B” Account, as described below. The Company shall then establish such an Account for that Director. The Company shall also establish a “C” Account for purposes of crediting Stock Equivalents awarded or credited under the Stock-Equivalents Plan and Stock Units awarded under the 2004 Stock Plan and a “D” Account for purposes of crediting Deferred Stock awarded.

i)	“A” Account . If a Director elects an “A” Account, his or her account shall be credited on the last business day of each calendar quarter with the amount of his or her Directors’ Fees earned during that quarter but deferred pursuant to Paragraph 5.

ii)

“B” Account . If a Director elects a “B” Account, his or her account shall be credited on the last business day of each calendar quarter with a number of Stock Equivalents equal to that number (including fractions) obtained by dividing the amount of his or her Directors’ Fees earned during that quarter but deferred under Paragraph 5, by the Fair Market Value of the Company’s common stock (the “Common Stock”) on the last business day of such calendar quarter.

iii)	“C” Account . A Director’s “C” Account shall be credited, from time to time, with the Stock Equivalents, if any, that are awarded to the Director under the Stock-Equivalents Plan and Stock Units, if any, that are awarded to the Director under the 2004 Stock Plan.

iv)	“D” Account . A Director’s “D” Account shall be credited, from time to time, with Deferred Stock, if any, that are awarded under the 2007 Omnibus Plan.

“ Fair Market Value ” (for all purposes of this Plan) shall mean the reported closing asked price of the Common Stock on the date in question on the principal national securities exchange on which it is then listed or admitted to trading. If no reported sale of Common Stock takes place on the date in question on the principal exchange, then the reported closing asked price of the Common Stock on such date on the principal exchange shall be determinative of “Fair Market Value.”

vi)

Grandfathering of Pre-2005 Amounts . Each “A,” “B,” and “C” Account shall be divided into separate book accounts to reflect (I) amounts earned and vested on or before December 31, 2004 and the earnings credited thereon (“Grandfathered Amounts”), and (II) amounts earned and vested on or after January 1, 2005 and the earnings credited thereon (“Grandfathered Amounts”)

b)	Earnings . In addition, the Company shall credit the indicated Account as follows:

“A” Account . As of January 1, April 1, July 1 and October 1 of each year, the Company shall credit, as earnings to each “A” Account established on behalf of a Director, an amount equal to a percentage of the balance in each such “A” Account at the end of the preceding calendar quarter, determined without regard to any additions made to such “A” Account as of the last business day of that calendar quarter. Such percentage shall be equal to one-fourth of the prime rate of interest at the Company’s principal commercial bank in effect on the last day of such quarter.

ii)

“B” Account . As of January 1, April 1, July 1 and October 1 of each year, the Company shall credit as earnings to each “B” Account, an additional number of Stock Equivalents. Effective January 1, 2009, the number of additional Stock Equivalents to be credited shall be determined by dividing the dividends paid during the preceding calendar quarter with respect to the number of shares of Common Stock equal to the Stock Equivalents in the “B” Account on the relevant dividend record dates, by the Fair Market Value of the on the such dividend record date.

iii)

“C” Account . As of January 1, April 1, July 1 and October 1 of each year, the Company shall credit as earnings to each “C” Account an additional number of Stock Equivalents. Effective January 1, 2009, the number of additional Stock Equivalents to be credited shall be determined by dividing the dividends paid during the preceding calendar quarter with respect to the number of shares of Common Stock equal to the Stock Equivalents in the “C” Account on the relevant dividend record dates, by the Fair Market Value of the Common Stock on such dividend record date.

iv)

“D” Account . As of January 1, April 1, July 1 and October 1 of each year, the Company shall credit as earnings to each “D” Account an additional number of shares of Deferred Stock. Effective January 1, 2009, the number of additional shares of Deferred Stock to be credited shall be determined by dividing the dividends paid during the preceding calendar quarter with respect to the number of shares of Common Stock equal to the Stock Equivalents in the “D” Account on the relevant dividend record dates, by the Fair Market Value of the Common Stock on the such dividend record date.

Adjustments . In the event of any change in the Common Stock, the value and attributes of each Stock Equivalent shall be appropriately adjusted consistent with such change to the same extent as if such Stock Equivalents were instead, issued and outstanding shares of Common Stock. A change referred to in this Paragraph includes, without limitation, a stock dividend, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares, or rights offering to purchase Common Stock at a price substantially below fair market value, or any similar change affecting the Common Stock

Payment of Deferred Compensation . The balance in a Director’s Account shall be determined on the first day of the calendar quarter following the calendar quarter in which he or she ceases to be a Director of the Company, whether by reason of death, resignation, removal, failure of re-election, or otherwise (“Termination Date”).

a)	Balances of each Account shall be determined as follows:

i)	The balance in a Director’s “A” Account shall be the dollar amount credited to such Account as of the Termination Date.

ii)	The balance in a Director’s “B” and “C” Accounts shall be the dollar amount that would be derived if shares of Common Stock equal in number to the Stock Equivalents credited to such Account as of the Termination Date were sold at Fair Market Value on the Termination Date.

iii)	The balance in a Director’s “D” Account shall be the number of shares of Deferred Stock credited to such Account as of the Termination Date (inclusive of additional shares credited due to dividends payable under Section 7).

Subject to a Director’s election to receive his or her distribution in an alternate form and method as permitted pursuant to Section 9(c), a Director shall receive the balance in each of his or her Accounts in ten equal installments. The first installment shall be paid on the January 15 immediately following the Termination Date, and the others shall be paid on January 15 of the second through tenth years following the Termination Date. With respect to amounts credited to a Director’s “B” and “C” Account as of such Director’s Termination Date, the second through tenth installments shall be increased by earnings that would have been credited to the remaining balance if it had been held in an “A” Account during the year. The shares credited to the Director’s “D” Account upon his Termination shall only be increased to reflect dividends paid on the underlying Deferred Stock under Section 5(b).

c)	A Director may make an election to receive a distribution of his or her Accounts in lump sum or other annual installment form to the extent permitted by this Section 9(c),

i)	With respect to Grandfathered Amounts, a Director may make an election to receive a single, lump sum payment of the balance in a Director’s Accounts. Such lump sum election is revocable, but must be made no later than December 31 of the year before the year of a Director’s Termination Date.

ii)

With respect to Non-Grandfathered Amounts, a Director may make an irrevocable election to receive either (I) a single, lump sum payment of the balance in a Director’s Accounts or (II) annual installments for a period between two and nine years, which shall be payable in the same amount and in the same time and manner described in Section 9(b). Such election must be made on or before the later of (a) December 31, 2008, or (b) the date a Director submits his initial deferral and form of payment election for participation in the Plan, which date shall be no later than 30 days following the Director’s initial eligibility to participate in the Plan.

iii)

If the Director makes a lump sum election pursuant to Section 9(c)(i) for Grandfathered Amounts or 9(c)(ii) for Non-Grandfathered Amounts, (I) the balance in a Director’s “A” Account, “B” Account and “C” Account, as determined above, shall be paid to him or her in cash in a lump sum payable during the month following the Termination Date (or January 15, 2009, if later), and (II) the balance in a Director’s “D” Account, as determined above, shall be paid to him or her by the issuance of shares of Common Stock plus cash equal to the fair market value of any partial shares of Deferred Stock credited to such Director’s “D” Account during the month following the Termination Date (or January 15, 2009, if later).

10.

Designation of Beneficiary . If a Director dies before receiving the entire balance of his or her Accounts, any balance remaining in the Accounts shall be paid in a lump sum to the Director’s designated beneficiary. If the Director has not designated a beneficiary in writing to the Company’s Secretary, then the balance shall be paid to the Director’s estate. Any designation of beneficiary may be revoked or modified at any time by the Director.

11.

Unsecured Obligation of Company . The Company’s obligations to establish and maintain Accounts for each electing Eligible Director and to make payments of deferred compensation to such Eligible Director under this Plan shall be the general unsecured obligations of the Company. The Company shall have no obligation to establish any separate fund, purchase any annuity contract or in any other way make special provision or specially earmark any funds for the payment of any amounts called for under this Plan. Neither this Plan nor any actions taken under or pursuant to this Plan shall be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Eligible Director, his or her designated beneficiary, executors or administrators, or any other person or entity. If the Company chooses to establish such a fund or purchase such an annuity contract or make any other arrangement to provide for the payment of any amounts called for under this Plan, such fund, contract or arrangement shall remain part of the general assets of the Company. No person claiming benefits under this Plan shall have any right, title, or interest in or to any such fund, contract or arrangement.

12.	Withholding of Taxes . The rights of a Director to payments under this Plan shall be subject to the Company’s obligations, if any, to withhold from such payments all applicable federal, state, local or foreign withholding taxes.

13.	Non-Assignability . Except as described in Paragraph 10, no portion of a Director’s Account may be assigned or transferred in any manner, and no Account shall be subject to anticipation or to voluntary or involuntary alienation.

14.	Amendments and Termination .

a)	The Plan may be amended at any time by the entire Board of Directors or by a Committee of the Board of Directors consisting only of Directors not eligible to defer compensation under the Plan. The Board may amend or terminate the Plan at any time; provided that no amendment may be made without:

the appropriate approval of the Company’s shareholders if such approval is necessary to comply with any tax or other regulatory requirement, including any shareholder approval required as a condition to the exemptive relief under Section 16(b) of the Securities Exchange Act of 1934, as amended from time to time, and the regulations promulgated thereunder (the “Exchange Act”); or

ii)	the Director’s consent, if such amendment would adversely impair or affect any rights or obligations of the Director under the Plan.

Prior Shareholder and Eligible Director Approval . Anything herein to the contrary notwithstanding, the Board may amend the Plan without the consent of Eligible Directors or shareholders to comply with the requirements of Rule 16b-3 issued under the Exchange Act, or any successor rules promulgated by the Securities and Exchange Commission.

15.

Restatement Effective Date . The Plan as amended and restated herein shall be effective with respect to Director’s Fees, Stock Equivalents, Stock Units and Deferred Stock payable on or after January 1, 2008, except to the extent required to have an earlier effective date pursuant to Section 409A of the Internal Revenue Code.

Pennsylvania	23-1210010
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

101 Gordon Drive, PO Box 645, Lionville, PA	19341-0645
(Address of principal executive offices)	(Zip Code)

Title of each class	Name of each exchange on which registered
Common Stock, par value $.25 per share	New York Stock Exchange

Large accelerated filer	þ		Accelerated filer	o
Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	o

Document	Parts Into Which Incorporated
Proxy Statement for the Annual Meeting of Shareholders to be held May 5, 2009	Part III

	Page
PART I
ITEM 1. DESCRIPTION OF BUSINESS	3
General West Website Business Segments Pharmaceutical Systems Segment Tech Group Segment International Raw Materials Intellectual Property Rights Seasonality Working Capital Marketing Order Backlog Competition Research and Development Activities Employees	3 3 3 4 6 6 7 7 7 7 7 8 8 8 9
ITEM 1A. RISK FACTORS AND CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS	9
ITEM 1B. UNRESOLVED STAFF COMMENTS	13
ITEM 2. PROPERTIES	14
ITEM 3. LEGAL PROCEEDINGS	15
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	15
EXECUTIVE OFFICERS OF THE COMPANY	15

PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	17
ITEM 6. SELECTED FINANCIAL DATA	19
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	39
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	41
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	74
ITEM 9A. CONTROLS AND PROCEDURES	74
ITEM 9B. OTHER INFORMATION	74

PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	75
ITEM 11. EXECUTIVE COMPENSATION	75
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	75
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	76
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	76

PART IV
ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	77

Pharmaceutical Systems
Manufacturing:	Contract Analytical Laboratory:
North American Operations	North American Operations
United States Clearwater, FL (1) Jersey Shore, PA Kearney, NE Kinston, NC Lititz, PA St. Petersburg, FL South American Operations Brazil Sao Paulo European Operations Denmark Horsens England St. Austell France Le Nouvion Germany Eschweiler (1) Stolberg Serbia Kovin Asia Pacific Operations Singapore Jurong	United States Lionville, PA (2) Maumee, OH Mold-and-Die Tool Shops: North American Operations United States Upper Darby, PA (2) European Operations England Bodmin (2) Tech Group Manufacturing: North American Operations United States Frankfort, IN (2) Grand Rapids, MI Montgomery, PA (2) Phoenix, AZ (2) Scottsdale, AZ (2) (3) Tempe, AZ (2) Williamsport, PA Puerto Rico Cayey European Operations Ireland Dublin (2) (3)

Name	Age	Position
Joseph E. Abbott	56	Vice President and Corporate Controller
Michael A. Anderson	53	Vice President and Treasurer
Fabio de Sampaio Dorio Filho	45	President, Europe and Asia Pacific, Pharmaceutical Systems
Steven A. Ellers	58	President
William J. Federici	49	Vice President and Chief Financial Officer
John R. Gailey III	54	Vice President, General Counsel and Secretary
Robert S. Hargesheimer	51	President, Tech Group
Richard D. Luzzi	57	Vice President, Human Resources
Donald A. McMillan	50	President, Americas, Pharmaceutical Systems
Donald E. Morel, Jr., Ph.D.	51	Chairman of the Board and Chief Executive Officer
Matthew T. Mullarkey	46	Chief Operating Officer

	First Quarter				Second Quarter				Third Quarter				Fourth Quarter				Year
	High		Low		High		Low		High		Low		High		Low		High		Low
2008		45.47		36.96		48.92		43.04		52.00		42.26		49.60		29.52		52.00		29.52
2007		52.25		41.31		54.83		45.23		51.98		37.87		43.85		35.20		54.83		35.20

Period	Total number of shares purchased (1)(2)		Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs		Maximum number of shares that may yet be purchased under the plans or programs
October 1 – 31, 2008		343	$	42.13		-		-
November 1 – 30, 2008		758		37.49		-		-
December 1 – 31, 2008		6,292		37.72		-		-
Total		7,393	$	37.90		-		-

(in millions, except per share data)	2008			2007			2006			2005			2004
SUMMARY OF OPERATIONS
Net sales	$	1,051.1		$	1,020.1		$	913.3		$	699.7		$	541.6
Operating profit		124.1			94.9			101.0			73.4			49.4
Income from continuing operations		86.0			71.2			61.5			46.0			34.3
(Loss) income from discontinued operations		-			(0.5	)		5.6			0.4			(14.1	)
Net income	$	86.0		$	70.7		$	67.1		$	46.4		$	20.2
Income per share from continuing operations:
Basic (1)	$	2.65		$	2.18		$	1.91		$	1.48		$	1.14
Assuming dilution (2)		2.50			2.06			1.83			1.41			1.11
(Loss) income per share from discontinued operations:
Basic (1)		-			(.02	)		.18			.01			(.47	)
Assuming dilution (2)		-			(.01	)		.17			.01			(.46	)
Average common shares outstanding		32.4			32.7			32.2			31.1			30.0
Average shares assuming dilution		36.1			36.2			33.6			32.5			30.8
Dividends declared per common share	$	0.58		$	0.54		$	0.50		$	0.46		$	0.43
YEAR-END FINANCIAL POSITION
Cash and cash equivalents	$	87.2		$	108.4		$	47.1		$	48.8		$	68.8
Working capital		207.1			229.4			124.8			118.8			115.7
Total assets		1,168.7			1,185.6			918.2			833.5			657.8
Total invested capital:
Total debt		386.0			395.1			236.3			281.0			160.8
Minority interests		-			5.6			4.8			4.1			-
Shareholders’ equity		487.1			485.3			414.5			339.9			306.8
Total invested capital	$	873.1		$	886.0		$	655.6		$	625.0		$	467.6
PERFORMANCE MEASUREMENTS (3)
Gross margin (a)		28.8	%		28.6	%		29.0	%		28.1	%		29.5	%
Operating profitability (b)		11.8	%		9.3	%		11.1	%		10.5	%		9.1	%
Effective tax rate		21.6	%		19.9	%		29.1	%		29.0	%		27.2	%
Return on invested capital (c)		11.1	%		9.9	%		11.2	%		9.5	%		7.9	%
Net debt-to-total invested capital (d)		38.0	%		36.9	%		31.1	%		40.3	%		23.1	%
Research and development expenses	$	18.7		$	16.1		$	11.1		$	7.9		$	6.8
Operating cash flow		135.0			129.2			139.4			85.6			81.0
Stock price range	$	52.00-29.52		$	54.83-35.20		$	52.77-24.83		$	29.99-18.58		$	25.49-16.38

	Year Ended December 31,									% Change
($ in millions)	2008			2007			2006				08/07		07/06
Pharmaceutical Systems	$	792.1		$	741.8		$	644.1			6.8	%	15.2	%
Tech Group		270.5			289.2			279.2			(6.5	)%	3.6	%
Intersegment sales		(11.5	)		(10.9	)		(10.0	)		-		-
Total net sales	$	1,051.1		$	1,020.1		$	913.3			3.0	%	11.7	%

	Payments Due By Period
($ in millions)	Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years		Total
Purchase obligations	$	12.6	$	0.2	$	-	$	-	$	12.8
Notes payable and long-term debt		3.9		30.2		79.2		272.7		386.0
Interest on long-term debt and interest rate swaps (1)		16.2		31.6		26.2		224.9		298.9
Operating lease obligations		11.2		18.6		11.3		20.2		61.3
Pensions/other post-retirement obligations		13.1		-		-		-		13.1
Total contractual obligations	$	57.0	$	80.6	$	116.7	$	517.8	$	772.1

($ in millions)	2009			2010		2011			2012			2013			Thereafter			Carrying Value		Fair Value
Current Debt and Capital Leases:
U.S. dollar denominated	$	3.5		$	-	$	-		$	-		$	-		$	-		$	3.5	$	3.5
Average interest rate – fixed		2.4	%		-		-			-			-			-
Euro denominated	$	0.4			-		-			-			-			-		$	0.4	$	0.4
Average interest rate – fixed		5.4	%		-		-			-			-			-

Long-Term Debt and Capital Leases:
U.S. dollar denominated (1)		-			-		-		$	50.0			-		$	25.0		$	75.0	$	62.1
Average interest rate – variable		-			-		-			4.3	%		-			4.4	%
U.S. dollar denominated		-			-		-			-			-		$	161.5		$	161.5	$	118.5
Average interest rate – fixed		-			-		-			-			-			4.0	%
Euro denominated		-			-	$	0.3		$	0.5		$	28.7		$	86.2		$	115.7	$	105.9
Average interest rate – fixed		-			-		5.5	%		5.3	%		4.2	%		4.4	%
Yen denominated		-			-	$	29.9			-			-			-		$	29.9	$	28.6
Average interest rate – variable		-			-		1.7	%		-			-			-

(in millions)	2008			2007			2006
Net income	$	86.0		$	70.7		$	67.1
Other comprehensive (loss) income, net of tax (tax amounts shown below for 2008, 2007, 2006, respectively):
Foreign currency translation adjustments		(37.5	)		19.9			20.5
Minimum pension liability adjustments		-			-			(0.1	)
Defined benefit pension and other postretirement plans:
Prior service cost arising during period, net of tax of $0, $(0.7) and $0		-			(1.2	)		-
Net actuarial (loss) gain arising during period, net of tax of $(21.6), $3.4 and $0		(34.9	)		6.4			-
Less: amortization of actuarial loss, net of tax of $0.6, $1.0 and $0		1.0			1.6			-
Less: amortization of prior service credit included in net periodic benefit cost, net of tax of $(0.4), $(0.4) and $0		(0.6	)		(0.7	)		-
Less: amortization of transition obligation included in net periodic benefit cost		0.1			0.1			-
Net unrealized (losses) gains on securities of affiliates, net of tax of $(1.6), $(0.4) and $0.4		(2.2	)		(0.6	)		0.6
Net unrealized (losses) gains on derivatives, net of tax of $(2.8), $(1.3) and $0.3		(4.4	)		(2.1	)		0.4
Other comprehensive (loss) income, net of tax		(78.5	)		23.4			21.4
Comprehensive income	$	7.5		$	94.1		$	88.5

	Common Stock													Treasury Stock
(in millions, except per share data)	Number of shares		Common Stock		Capital in excess of par value			Retained earnings			Accumulated other comprehensive income (loss)			Number of shares			Treasury Stock			Total
Balance, December 31, 2005		34.3	$	8.6	$	39.3		$	325.0		$	8.9			(2.6	)	$	(41.9	)	$	339.9
Net income									67.1												67.1
Shares issued under stock plans						2.6									1.2			10.0			12.6
Shares repurchased for employee tax withholdings															-			(1.3	)		(1.3	)
Excess tax benefit from stock option exercises						10.9															10.9
Cash dividends declared ($0.50 per share)									(16.4	)											(16.4	)
Changes – other comprehensive income												21.4									21.4
Adjustment to initially apply SFAS 158, net of tax												(19.7	)								(19.7	)
Balance, December 31, 2006		34.3	$	8.6	$	52.8		$	375.7		$	10.6			(1.4	)	$	(33.2	)	$	414.5
Cumulative effect of adoption of FIN 48 (Note 5)									21.6												21.6
Net income									70.7												70.7
Shares issued under stock plans						9.3									0.4			3.7			13.0
Shares purchased under stock repurchase program															(1.0	)		(39.4	)		(39.4	)
Shares repurchased for employee tax withholdings						(1.0	)								(0.1	)		(2.6	)		(3.6	)
Excess tax benefit from stock option exercises						3.2															3.2
Cash dividends declared ($0.54 per share)									(17.7	)											(17.7	)
Affiliate adoption of SFAS 158, net of tax												(0.4	)								(0.4	)
Changes – other comprehensive income												23.4									23.4
Balance, December 31, 2007		34.3	$	8.6	$	64.3		$	450.3		$	33.6			(2.1	)	$	(71.5	)	$	485.3
Net income									86.0												86.0
Shares issued under stock plans						(0.9	)								0.6			13.5			12.6
Shares repurchased for employee tax withholdings															(0.1	)		(5.2	)		(5.2	)
Excess tax benefit from stock option exercises						5.9															5.9
Cash dividends declared ($0.58 per share)									(19.0	)											(19.0	)
Changes – other comprehensive loss												(78.5	)								(78.5	)
Balance, December 31, 2008		34.3	$	8.6	$	69.3		$	517.3		$	(44.9	)		(1.6	)	$	(63.2	)	$	487.1

($ in millions)	Severance and benefits			Other Costs			Total
Balance, December 31, 2006	$	-		$	-		$	-
Charges		2.0			1.4			3.4
Non-cash asset write-offs		-			(1.1	)		(1.1	)
Cash payments		(0.1	)		-			(0.1	)
Balance, December 31, 2007		1.9			0.3			2.2
Charges		1.4			1.6			3.0
Non-cash asset write-offs		-			(0.6	)		(0.6	)
Cash payments		(3.1	)		(0.9	)		(4.0	)
Balance, December 31, 2008	$	0.2		$	0.4		$	0.6

	Sales						Property, Plant and Equipment, Net
($ in millions)	2008		2007		2006		2008		2007		2006
United States	$	488.5	$	496.4	$	464.5	$	238.9	$	209.9	$	185.3
Germany		145.4		114.7		97.7		119.9		111.0		78.5
France		100.7		99.8		73.7		43.4		43.1		38.2
Other European countries		211.5		193.6		174.4		72.6		70.8		51.5
Other		105.0		115.6		103.0		56.2		46.9		31.2
	$	1,051.1	$	1,020.1	$	913.3	$	531.0	$	481.7	$	384.7

($ and shares in millions)	2008		2007			2006
Income from continuing operations	$	86.0	$	71.2		$	61.5
Discontinued operations, net of tax		-		(0.5	)		5.6
Net income, as reported, for basic net income per share		86.0		70.7			67.1
Plus: interest expense on convertible debt, net of tax		4.3		3.4			-
Net income for diluted net income per share	$	90.3	$	74.1		$	67.1
Weighted average common shares outstanding		32.4		32.7			32.2
Assumed stock options exercised, based on the treasury stock method		0.8		1.2			1.4
Assumed conversion of convertible debt, based on the if-converted method		2.9		2.3			-
Weighted average shares assuming dilution		36.1		36.2			33.6

($ in millions)	Expected useful lives (years)		2008		2007
Land			$	9.5	$	12.6
Buildings and improvements		5-50		220.7		215.1
Machinery and equipment		10-15		499.6		496.7
Molds and dies		4-7		73.1		72.1
Computer hardware and software		3-10		20.1		3.7
Construction in progress				142.0		97.5
			$	965.0	$	897.7

	Location	Ownership interest
West Pharmaceutical Services Mexico, S.A. de C.V.	Mexico		49	%
Aluplast S.A. de C.V.	Mexico		49	%
Pharma Tap S.A. de C.V.	Mexico		49	%
Daikyo Seiko, Ltd. (“Daikyo”)	Japan		25	%

	Pension benefits									Other retirement benefits
($ in millions)	2008			2007			2006			2008		2007		2006
Net periodic benefit cost:
Service cost	$	7.7		$	7.7		$	5.4		$	0.8	$	1.0	$	1.0
Interest cost		14.2			13.3			13.2			0.8		0.9		0.8
Expected return on assets		(16.6	)		(16.2	)		(14.8	)		-		-		-
Amortization of prior service (credit) cost		(1.1	)		(1.2	)		0.7			0.1		0.1		0.1
Amortization of transition obligation		0.1			0.1			0.1			-		-		-
Recognized actuarial losses		1.6			2.6			3.9			-		-		-
Net periodic benefit cost	$	5.9		$	6.3		$	8.5		$	1.7	$	2.0	$	1.9

Other changes in plan assets and benefit obligations recognized in other comprehensive income, pre-tax:
Net loss (gain) arising during period	$	56.8		$	(7.8	)	$	-	$	(0.3	)	$	(2.0	)	$	-
Prior service cost arising during period		-			1.9			-		-			-			-
Amortization of prior service credit (cost)		1.1			1.2			-		(0.1	)		(0.1	)		-
Amortization of transition obligation		(0.1	)		(0.1	)		-		-			-			-
Amortization of actuarial loss		(1.6	)		(2.6	)		-		-			-			-
Minimum pension liability adjustments		-			-			0.1		-			-			-
Total recognized in other comprehensive income	$	56.2		$	(7.4	)	$	0.1	$	(0.4	)	$	(2.1	)	$	-
Total recognized in net periodic benefit cost and other comprehensive income	$	62.1		$	(1.1	)	$	8.6	$	1.3		$	(0.1	)	$	1.9

($ in millions)	Domestic Plans		International Plans		Total
2009	$	11.8	$	1.0	$	12.8
2010		13.2		1.1		14.3
2011		14.7		2.0		16.7
2012		16.5		1.1		17.6
2013		17.8		1.6		19.4
2014 to 2018		111.6		9.1		120.7
	$	185.6	$	15.9	$	201.5

	2008			2007
Equity securities		61	%		66	%
Debt securities		39	%		33	%
Cash		-			1	%
		100	%		100	%

	Target allocation		Allocation range
Equity securities		65%		60%-70%
Debt securities		35%		30%-40%
Other		0%		0%-5%

			Basis of Fair Value Measurements
	Balance at
	December 31,
($ in millions)	2008		Level 1		Level 2		Level 3
Assets:
Short-term investments (a)	$	4.3	$	-	$	4.3	$	-
Deferred compensation asset (b)		2.8		2.8		-		-
Long-term investments (a)		0.8		-		0.8		-
	$	7.9	$	2.8	$	5.1	$	-
Liabilities:
Foreign currency hedge contracts (c)	$	2.0	$	-	$	2.0	$	-
Interest rate swap contracts (d)		8.2		-		8.2		-
	$	10.2	$	-	$	10.2	$	-


Weighted Average Exercise Price	2008		2007		2006
Options outstanding, January 1	$	21.89	$	18.32	$	15.44
Granted		42.50		44.96		33.30
Exercised		14.09		15.10		13.69
Forfeited		39.87		17.81		19.95
Options outstanding, December 31	$	29.91	$	21.89	$	18.32
Options exercisable, December 31	$	20.64	$	17.02	$	15.12

	PVU awards			Weighted Average Grant Date Fair Value per award
Non-vested PVU awards, January 1		12,632		$	38.29
Granted at target level		8,523			41.70
Above target awards		-			-
Vested and converted		-			-
Forfeited		(1,809	)		37.73
Non-vested PVU awards, December 31		19,346		$	39.85

($ in millions, except per share data)	First Quarter (1)		Second Quarter (2)			Third Quarter (3)		Fourth Quarter (4)		Full Year
2008
Net sales	$	270.7	$	279.3		$	256.2	$	244.9	$	1,051.1
Gross profit		83.5		83.6			66.0		69.5		302.6
Income from continuing operations		26.2		28.7			13.3		17.8		86.0
Discontinued operations, net		-		-			-		-		-
Net income	$	26.2	$	28.7		$	13.3	$	17.8	$	86.0
Basic earnings per share
Continuing operations	$	0.81	$	0.89		$	0.41	$	0.54	$	2.65
Discontinued operations		-		-			-		-		-
	$	0.81	$	0.89		$	0.41	$	0.54	$	2.65
Diluted earnings per share
Continuing operations	$	0.76	$	0.82		$	0.40	$	0.52	$	2.50
Discontinued operations		-		-			-		-		-
	$	0.76	$	0.82		$	0.40	$	0.52	$	2.50
2007
Net sales	$	257.6	$	263.7		$	242.7	$	256.1	$	1,020.1
Gross profit		80.4		76.7			64.3		70.4		291.8
Income from continuing operations		26.5		26.5			12.2		6.0		71.2
Discontinued operations, net		-		(0.5	)		-		-		(0.5	)
Net income	$	26.5	$	26.0		$	12.2	$	6.0	$	70.7
Basic earnings per share
Continuing operations	$	0.81	$	0.80		$	0.37	$	0.19	$	2.18
Discontinued operations		-		(0.01	)		-		-		(0.02	)
	$	0.81	$	0.79		$	0.37	$	0.19	$	2.16
Diluted earnings per share
Continuing operations	$	0.77	$	0.74		$	0.36	$	0.19	$	2.06
Discontinued operations		-		(0.01	)		-		-		(0.01	)
	$	0.77	$	0.73		$	0.36	$	0.19	$	2.05

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by security holders	2,608,580 (1)	$26.91	5,174,568 (2)
Equity compensation plans not approved by security holders	-	-	-
Total	2,608,580	$26.91	5,174,568

($ in millions)	Balance at beginning of period		Charged to costs and expenses		Deductions (1)			Balance at end of period
For the year ended December 31, 2008
Allowances deducted from assets
Deferred tax asset valuation allowance	$	27.0	$	0.2	$	(3.8	)	$	23.4
Allowance for doubtful accounts receivable		0.6		0.3		(0.2	)		0.7
Total allowances deducted from assets	$	27.6	$	0.5	$	(4.0	)	$	24.1

For the year ended December 31, 2007
Allowances deducted from assets
Deferred tax asset valuation allowance	$	25.3	$	4.9	$	(3.2	)	$	27.0
Allowance for doubtful accounts receivable		0.9		-		(0.3	)		0.6
Total allowances deducted from assets	$	26.2	$	4.9	$	(3.5	)	$	27.6

For the year ended December 31, 2006
Allowances deducted from assets
Deferred tax asset valuation allowance	$	24.3	$	2.5	$	(1.5	)	$	25.3
Allowance for doubtful accounts receivable		1.0		0.1		(0.2	)		0.9
Total allowances deducted from assets	$	25.3	$	2.6	$	(1.7	)	$	26.2

Signature	Title	Date
/s/ Donald E. Morel, Jr., Ph.D	Director, Chief Executive Officer and Chairman	February 24, 2009
Donald E. Morel, Jr., Ph.D	of the Board, (Principal Executive Officer)

/s/ Joseph E. Abbott	Vice President and Corporate Controller	February 24, 2009
Joseph E. Abbott	(Principal Accounting Officer)

/s/ William J. Federici	Vice President and Chief Financial Officer	February 24, 2009
William J. Federici	(Principal Financial Officer)

/s/ Thomas W. Hofmann	Director	February 24, 2009
Thomas W. Hofmann*

/s/ L. Robert Johnson	Director	February 24, 2009
L. Robert Johnson*

/s/ Paula A. Johnson	Director	February 24, 2009
Paula A. Johnson*

/s/ John P. Neafsey	Director	February 24, 2009
John P. Neafsey*

/s/ John H. Weiland	Director	February 24, 2009
John H. Weiland*

/s/ Anthony Welters	Director	February 24, 2009
Anthony Welters*

/s/ Geoffrey F. Worden	Director	February 24, 2009
Geoffrey F. Worden*

/s/ Robert C. Young	Director	February 24, 2009
Robert C. Young*

/s/ Patrick J. Zenner	Director	February 24, 2009
Patrick J. Zenner*

Exhibit Number	Description
3.1	Our Amended and Restated Articles of Incorporation effective December 17, 2007 are incorporated by reference from our Form 8-K dated December 17, 2007.
3.2	Our Bylaws, as amended effective October 14, 2008 are incorporated by reference from our Form 8-K dated October 20, 2008.
4.1	Form of stock certificate for common stock is incorporated by reference from our 1998 10-K report.
4.2	Article 5, 6, 8(c) and 9 of our Amended and Restated Articles of Incorporation are incorporated by reference from our 1998 10-K report.
4.3	Article I and V of our Bylaws, as amended through October 14, 2008 are incorporated by reference from our Form 8-K dated October 20, 2008.
4.4 (1)	Instruments defining the rights of holders of long-term debt securities of West and its subsidiaries have been omitted.
10.1	Lease dated as of December 31, 1992 between Lion Associates, L.P. and us relating to the lease of our headquarters in Lionville, Pa. is incorporated by reference from our 1992 10-K report.
10.2	First Addendum to Lease dated as of May 22, 1995 between Lion Associates, L.P. and us is incorporated by reference from our 1995 10-K report.
10.3	Lease dated as of December 14, 1999 between White Deer Warehousing & Distribution Center, Inc. and us relating to the lease of our site in Montgomery, Pa. is incorporated by reference from our 2002 10-K report.
10.4 (2)	1999 Non-Qualified Stock Option Plan for Non-Employee Directors, effective as of April 27, 1999 (now terminated) is incorporated by reference from our 10-Q report for the quarter ended June 30, 1999.
10.5 (2)	Amendment No. 1 to 1999 Non-Qualified Stock Option Plan for Non-Employee Directors, effective October 30, 2001 is incorporated by reference from our 2001 10-K report.
10.6 (2)	Form of Second Amended and Restated Change-in-Control Agreement between us and certain of our executive officers dated as of March 25, 2000 is incorporated by reference from our 10-Q report for the quarter ended March 31, 2000.
10.7 (2)	Form of Amendment No. 1 to Second Amended and Restated Change-in-Control Agreement dated as of May 1, 2001 between us and certain of our executive officers is incorporated by reference from our 2001 10-K report.
10.8 (2)	Form of Amendment No. 2 to Second Amended and Restated Change-in-Control Agreement between us and certain of our executive officers, dated as of various dates in December 2008.
10.9 (2)	Schedule of agreements with executive officers.
10.10 (2)	Award Letter dated July 28, 2008 between us and Matthew T. Mullarkey (relating to the 2007-2009 performance period) incorporated by reference from our Form 8-K dated July 28, 2008.

Exhibit Number		Description
10.11 (2)		Award Letter dated July 28, 2008 between us and Matthew T. Mullarkey (relating to the 2008-2010 performance period) incorporated by reference from our Form 8-K dated July 28, 2008.
10.12 (2)		Severance and Non-Competition Agreement dated July 28, 2008 between us and Matthew T. Mullarkey incorporated by reference from our Form 8-K dated July 28, 2008.
10.13 (2)		Non-Competition Agreement, dated as of October 5, 1994, between us and Steven A. Ellers, incorporated by reference from our 2007 10-K report.
10.14 (2)		Employment Agreement, dated as of April 30, 2002, between us and Donald E. Morel, Jr. is incorporated by reference from our 10-Q report for the quarter ended September 30, 2002.
10.15 (2)		Amendment #1 to the Employment Agreement between us and Donald E. Morel, Jr., dated as of December 19, 2008.
10.16 (2)		Non-Qualified Stock Option Agreement, dated as of April 30, 2002 between us and Donald E. Morel, Jr. is incorporated by reference from our 10-Q report for the quarter ended September 30, 2002.
10.17 (2)		Supplemental Employees' Retirement Plan, as amended and restated effective January 1, 2008.
10.18 (2)		Non-Qualified Deferred Compensation Plan for Designated Employees, as amended and restated effective January 1, 2008.
10.19 (2)		Deferred Compensation Plan for Outside Directors, as amended and restated effective January 1, 2008.
10.20 (2)		1998 Key Employee Incentive Compensation Plan, dated March 10, 1998 (now terminated) is incorporated by reference from our 1997 10-K report.
10.21 (2)		Amendment No. 1 to 1998 Key Employees Incentive Compensation Plan, effective October 30, 2001 is incorporated by reference from our 2001 10-K report.
10.22 (2)		2007 Omnibus Incentive Compensation Plan effective as of May 1, 2007, incorporated by reference to Exhibit 99.1 of the Company’s Form 8-K dated May 4, 2007.
10.23 (2)		2004 Stock-Based Compensation Plan (now terminated) is incorporated by reference from our Proxy Statement for the 2004 Annual Meeting of Shareholders.
10.24 (2)		Form of Director 2004 Non-Qualified Stock Option Award Agreement, issued pursuant to the 2004 Stock-Based Compensation Plan is incorporated by reference from our 10-Q report for the quarter ended September 30, 2004.
10.25 (2)		Form of Director 2004 Stock Unit Award Agreement, issued pursuant to the 2004 Stock-Based Compensation Plan is incorporated by reference from our 10-Q report for the quarter ended September 30, 2004.
10.26 (2)		Form of Director 2004 Non-Qualified Stock Option Agreement, issued pursuant to the 2004 Stock-Based Compensation Plan is incorporated by reference from our 10-Q report for the quarter ended September 30, 2004.

Exhibit Number	Description
10.27 (2)	Form of Executive 2005 Bonus and Incentive Share Award Notice is incorporated by reference from our 10-Q report for the quarter ended September 30, 2005.
10.28 (2)	Form of Executive 2005 Non-Qualified Stock Option Award Notice is incorporated by reference from our 10-Q report for the quarter ended September 30, 2005.
10.29 (2)	Form of Director 2005 Non-Qualified Stock Option Award Notice is incorporated by reference from our 10-Q report for the quarter ended September 30, 2005.
10.30 (2)	Form of Director 2005 Stock Unit Share Award Notice is incorporated by reference from our 10-Q report for the quarter ended September 30, 2005.
10.31 (2)	Form of Executive 2006 Bonus and Incentive Share Award is incorporated by reference from our 10-Q report for the quarter ended March 31, 2006.
10.32 (2)	Form of Executive 2006 Non-Qualified Stock Option Award is incorporated by reference from our 10-Q report for the quarter ended March 31, 2006.
10.33 (2)	Form of 2006 Performance-Vesting Restricted (“PVR”) Share Award is incorporated by reference from our 10-Q report for the quarter ended March 31, 2006.
10.34 (2)	Form of Director 2006 Non-Qualified Stock Option Award Notice is incorporated by reference from our 10-Q report for the quarter ended June 30, 2006.
10.35 (2)	Form of Director 2006 Stock Unit Award Notice is incorporated by reference from our 10-Q report for the quarter ended June 30, 2006.
10.36 (2)	Form of 2007 Bonus and Incentive Share Award, issued pursuant to the 2004 Stock-Based Compensation Plan, incorporated by reference from our 10-Q report for the quarter ended March 31, 2007.
10.37 (2)	Form of 2007 Non-Qualified Stock Option and Performance-Vesting Share Unit Award, issued pursuant to the 2004 Stock-Based Compensation Plan, incorporated by reference from our 10-Q report for the quarter ended March 31, 2007.
10.38 (2)	Form of Director 2007 Deferred Stock Award, issued pursuant to the 2007 Omnibus Incentive Compensation Plan, incorporated by reference from our 10-Q report for the quarter ended June 30, 2007.
10.39 (2)	Form of 2008 Bonus and Incentive Share Award, issued pursuant to the 2007 Omnibus Incentive Compensation Plan, incorporated by reference from our 10-Q report for the quarter ended March 31, 2008.
10.40 (2)	Form of 2008 Non-Qualified Stock Option and Performance-Vesting Share Unit Award, issued pursuant to the 2007 Omnibus Incentive Compensation Plan, incorporated by reference from our 10-Q report for the quarter ended March 31, 2008.
10.41 (2)	Form of Director 2008 Deferred Stock Award, issued pursuant to the 2007 Omnibus Incentive Compensation Plan.