AGREEMENT



                                 by and between



                  WEST PHARMACEUTICAL SERVICES, LAKEWOOD, INC.



                                       and



                           TEAMSTERS LOCAL UNION NO.35









































EFFECT WE:       December 1, 2000



EXPIRATION:      November 30, 2003





{PAGE}

                               TABLE OF CONTENTS

PREAMBLE

ARTICLE 1-  PURPOSE...........................................................1

ARTICLE 2-  CONSIDERATION.....................................................1

ARTICLE 3-  UNION RECOGNITION.................................................1

ARTICLE 4-  UNION SECURITY ...................................................1

ARTICLE 5-  SEPARABILITY AND SAVINGS CLAUSE...................................1

ARTICLE 6-  HIRING EMPLOYEES..................................................2

ARTICLE 7-  CHECKOFF..........................................................2

ARTICLE 8-  MANAGEMENT RIGHTS.................................................3

ARTICLE 9-  NON-DISCRIMINATION ...............................................3

ARTICLE 10- INSPECTION PRIVILEGES.............................................4

ARTICLE 11- FAIR DAY'S WORK...................................................4

ARTICLE 12- JOB STEWARDS......................................................4

ARTICLE 13- DISCHARGE OR SUSPENSION...........................................5

ARTICLE 14- GRIEVANCE AND ARBITRATION PROCEDURE...............................6

ARTICLE 15- NO STRIKE - NO LOCKOUT............................................8

ARTICLE 16- BREAK PERIODS.....................................................8

ARTICLE 17- LEAVE OF ABSENCE..................................................9

ARTICLE 18- MILITARY DUTY....................................................10

ARTICLE 19- LIE DETECTOR TEST................................................10

ARTICLE 20- SAFETY AND HEALTH................................................10

ARTICLE 21- NEW EQUIPMENT....................................................11

ARTICLE 22- TRANSFER OF TITLE................................................11

ARTICLE 23- BULLETIN BOARDS..................................................12

ARTICLE 24- SPECIAL SHIFTS...................................................12

ARTICLE 25- FLEXIBLE WORK WEEK...............................................12

ARTICLE 26- DIFFERENTIALS FOR LATE SHIFTS....................................14

ARTICLE 27- WORK DAY AND WEEK................................................14

ARTICLE 28- DAILY GUARANTEES.................................................14

ARTICLE 29- FUNERAL LEAVE....................................................14

ARTICLE 3O- JURY DUTY........................................................15

ARTICLE 31- PREMIUM RATES....................................................15

ARTICLE 32- HEALTH AND WELFARE...............................................17

ARTICLE 33- HOLIDAY PAY......................................................18

ARTICLE 34- VACATIONS........................................................19

ARTICLE 35- SENIORITY........................................................20

ARTICLE 36- JOB OPENINGS.....................................................22

ARTICLE 37- TRANSFERS........................................................23

ARTICLE 38- SUPERVISION......................................................23

ARTICLE 39- PENSION..........................................................24

ARTICLE 40- PLANT RULES .....................................................24

ARTICLE 41- WAGES............................................................24

ARTICLE 42- TERM OF AGREEMENT................................................27



{PAGE}



                                    PREAMBLE



This  Agreement by and between West  Pharmaceutical  Services,  Lakewood,  Inc.,

located in Lakewood,  New Jersey,  hereinafter  referred to as the  "Company" or

"Employer" and Teamsters Local No. 35, 620 U.S. Route 130, Trenton,  New Jersey,

affiliated with the International Brotherhood of Teamsters, hereinafter referred

to as the "Union."



                                    ARTICLE 1

                                     PURPOSE



Whereas,  the parties hereto desire to establish  uniform standards and hours of

labor,  rates of pay and other conditions  under which the employees  classified

herein shall work for the Employer during the life of this Agreement and thereby

promote a relationship  between the parties hereto providing for more harmonious

and efficient cooperation and mutual benefit.



                                    ARTICLE 2

                                  CONSIDERATION



Now,  therefore,  in  consideration  of the  performance  in good  faith by both

parties,  individually  and  collectively,  of the terms and  conditions of this

Agreement, the parties agree to and with each other as follows:



                                    ARTICLE 3

                                UNION RECOGNITION



The Employer agrees to recognize Teamsters Local 35 as the exclusive  bargaining

representative for all of its production and maintenance employees as classified

herein  employed  by the  Employer at its  locations  in  Lakewood,  New Jersey,

excluding all office clerical  employees,  quality'control and quality assurance

employees,  mechanics and mechanic trainees,  technical employees,  professional

employees,  guards and  supervisors  within the  meaning of the  National  Labor

Relations Act, as amended.



Whenever the  masculine  pronoun or possessive  is used in this  Agreement,  the

feminine pronoun or possessive is also intended.



                                   ARTICLE 4

                                 UNION SECURITY



All present  employees in the bargaining unit who are members of the Local Union

on the  effective  date of this  Article  or on the  date of  execution  of this

Agreement,  whichever is the later,  shall remain  members of the Local Union in

good  standing as a  condition  of  employment.  All  present  employees  in the

bargaining unit who are not members of the Local Union and all employees who are

hired  hereafter  shall become and remain  members in good standing of the Local

Union as a condition of employment on and after the thirty-first (31st) calendar

day following the beginning of their employment or on and after the thirty-first

(31st)  calendar day following the effective date of this Article or the date of

this Agreement,  whichever is the later. This provision shall be made and become

effective  as of such  time as it may be made and  become  effective  under  the

provisions of the National Labor  Relations Act, but not  retroactively.



At the conclusion of the thirty-one (31) calendar day period,  the Employer will

send to the Union the  Authorization  for  Check-Off  form  within a  reasonable

period of time.



                                        1



The failure of any person to become a member of the Union at the  required  time

shall  obligate the Employer,  upon written notice from the Union to such effect

and to the further effect that Union  membership was available to such person on

the same terms and conditions generally available to other members, to forthwith

discharge such person.  Further, the failure of any person to maintain his Union

membership in good standing as required herein shall, upon written notice to the

Employer by the Union to such effect,  obligate  the Employer to discharge  such

person.



In the event of any  change in the law during  the term of this  Agreement,  the

Employer  agrees that the Union will be  entitled  to receive the maximum  union

security which may be lawfully permissible.



No provision of this Article  shall apply in any state to the extent that it may

be  prohibited  by  state  law.  If  under   applicable   state  law  additional

requirements  must be met before any such provision may become  effective,  such

additional requirements shall first be met.



If any  provision of this Article is invalid  under the law of any state wherein

this Agreement is executed,  such provision shall be modified to comply with the

requirements of state law or shall be  renegotiated  for the purpose of adequate

replacement.  If such negotiations  shall not result in a mutually  satisfactory

agreement, the Union shall be permitted all legal or economic recourse.



                                    ARTICLE 5

                         SEPARABILITY AND SAVINGS CLAUSE



If any  Article or Section of this  Agreement  or of any  supplements  or riders

thereto  should  be held  invalid  by  operation  of law or by any  tribunal  of

competent jurisdiction,  or if compliance with, or enforcement of any Article or

Section should be restrained by such tribunal  pending a final  determination as

to its validity, the remainder of this Agreement and of any supplement or riders

thereto  or  the   application   of  such  Article  or  Section  to  persons  or

circumstances with or enforcement of has been restrained,  shall not be affected

thereby.



In the event that any Article or Section is held  invalid or  enforcement  of or

compliance  with  which has been  restrained  as above set  forth,  the  parties

affected thereby shall enter into immediate collective  bargaining  negotiations

upon the  request of the Union or  Company,  for the  purpose of  arriving  at a

mutually satisfactory  replacement for such Article or Section during the period

of  invalidity  or  restraint.  If  the  parties  do  not  agree  on a  mutually

satisfactory replacement within sixty (60) days after beginning of the period of

invalidity or restraint, the matter shall be referred to arbitration



                                    ARTICLE 6

                                HIRING EMPLOYEES



Section 6.01. Probationary Employees



Every new employee shall be on probation for a period of sixty (60) days worked,

and during such period the Employer  may  dispense  with his or her services for

any reason without any question or objection by the Union or employee.





                                                                   2





Section 6.02. Shft Preference



No new  employee  shall be hired for day work until third shift  employees  have

been given the  opportunity  to bid on jobs that are  vacant on the day  shifts;

provided,  that  such  transfers  will not be made  where  they  interfere  with

requirements  of  reasonable  training  periods,  not to exceed thirty (30) days

worked.



This Section relates to rated jobs only.  Employees hired for the first,  second

or third shifts can be switched to a different  shift at the  discretion  of the

Company and only if it does not interfere with the operation of the business.



Section 6.03. Part Time Employees



The  Employer  agrees  that it will not make use of part time  employees  in the

classifications covered by this Agreement.



                                    ARTICLE 7

                                    CHECKOFF



The  Employer  agrees to deduct from the fourth pay each month of all  employees

covered by this Agreement the dues,  initiation fees, andlor unifonn assessments

of the Local Union having  jurisdiction  over such employees as specified by the

Local Union from time to time,  and agrees to remit to said Local Union all such

deductions in a manner described by the Local Union prior to the tenth (10th) of

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