






                                                           Exhibit 10 (d)

                            THE WEST COMPANY, INCORPORATED
              AMENDMENT TO THE RETIREMENT PLAN FOR NON-EMPLOYEE DIRECTORS

                  The  West Company, Incorporated  (the  Company ) hereby
             adopts  effective as of April  28, 1998 this Amendment (this
              Amendment )  to  the  Company s Retirement  Plan  for  Non-
             Employee Directors (the  Plan ).

             The Plan is hereby amended:

             1.   to delete the  existing Paragraph  11.1 and  add a  new
             Paragraph 11.1, which shall read in its entirety as follows:

                       Notwithstanding any other  provision of  this
                  Plan,  in the  event of  a Change  in Control  (as
                  defined herein), each  Director in service  on the
                  Board immediately prior  to the effective time  of
                  the  Change in  Control shall,  at  the Director s
                  option,  be entitled to  (a) the  maximum benefits
                  available to any Director under this Plan, without
                  regard to the length  of service by that Director,
                  or (b) a  lump sum  payment in the  amount of  the
                  present value  of an annuity equal  to one hundred
                  percent  (100%) of  the  Director s Base  Retainer
                  paid  annually for  fifteen years,  such  lump sum
                  payment  to  be  in  lieu  of  any  payment  under
                  Articles V or VI.

             2.   to delete the  existing Paragraph  11.2 and  add a  new
             Paragraph 11.2, which shall read in its entirety as follows:

                  Within  sixty (60)  days  following  a  Change  in
                  Control  as  defined   herein,  a  Participant  or
                  surviving spouse who is already receiving payments
                  under  the Plan at the time of a Change in Control
                  will be paid a lump sum equal to the present value
                  of the  remaining annuity payments as  of the date
                  of Change in Control.

             3.   to delete  the existing  Paragraph 11.3 and  add a  new
             Paragraph 11.3, which shall read in its entirety as follows:

                       A "Change in Control"  shall mean a change in
                  control of  a nature that would be  required to be
                  reported  in response  to  Item 1  of the  Current
                  Report  on Form 8-K as in effect on April 28, 1998
                  pursuant to Section 13  or 15(d) of the Securities
                  Exchange  Act of  1934,  as  amended (the  "Act"),
                  provided,  that, without  limitation, a  Change in
                  Control shall be deemed to have occurred if: 

                       (a)  any "Person" (as  such term  is used  in

             <PAGE>



                  Sections 13(d) and 14(d) of the Act), other than:

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

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

                       (b)  is  or  becomes the  "beneficial owner,"
                  (as defined in Rule 13-d3 under the Act), directly
                  or  indirectly,  of  securities  of   the  Company
                  representing more than 50% of the combined  voting
                  power   of   the   Company s    then   outstanding
                  securities; or 

                       (c)  during  any  period  of two  consecutive
                  years  during   the   term  of   this   Agreement,
                  individuals who  at the  beginning of  such period
                  constitute the  board of directors  of the Company
                  cease  for any  reason  to constitute  at least  a
                  majority  thereof, unless  the  election  of  each
                  director who  was not a director  at the beginning
                  of  such period  has been  approved in  advance by
                  directors  representing at least two-thirds of the
                  directors then in office who were directors at the
                  beginning of the period; or 

                       (d)  the shareholders of the Company approve:
                  (A) a plan of complete liquidation of the Company;
                  or (B) an agreement for the sale or disposition of
                  all or substantially all of the  Company's assets;
                  or (C) a merger, consolidation,  or reorganization
                  of  the  Company  with  or  involving  any   other
                  corporation, other than  a merger,  consolidation,
                  or  reorganization that would result in the voting
                  securities of the Company  outstanding immediately
                  prior thereto  continuing to represent  (either by
                  remaining  outstanding or by  being converted into
                  voting  securities  of the  surviving  entity), at
                  least fifty  percent (50%) of  the combined voting
                  power of the voting securities of the Company  (or
                  the  surviving entity,  or  an entity  which as  a
                  result of such transaction owns the Company or all
                  or  substantially  all  of  the  Company's  assets
                  either   directly   or   through   one   or   more
                  subsidiaries)  outstanding immediately  after such
                  merger, consolidation, or reorganization.

             4.   to delete the existing Paragraphs 11.4 and 11.5.

            <PAGE>



             5.   to  renumber  existing  Paragraphs  11.6  and  11.7  as
                  Paragraphs 11.4 and 11.5, respectively.

             6.   Except as otherwise set forth in Paragraphs 1 through 6
                  of this Amendment, the Plan shall remain in  full force
                  and effect in accordance with its terms.


                                 THE WEST COMPANY, INCORPORATED


                                 By: _______________________________
                                      John R. Gailey III, Secretary
