Proxy Statement Pursuant to Section


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Proxy Statement Pursuant to Section

14(a) of the Securities Exchange

Act of 1934 (Amendment No. )
Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule

14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to "240.14a-12
West Pharmaceuticasl Services, Inc.

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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction

computed pursuant to Exchange Act Rule 0-11 (Set forth the

amount on which the filing fee is calculated and state how it

was determined):

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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by the

Exchange Act Rule 0-11(a)(2) and identify the filing for which the

offsetting fee was paid previously. Identify the previous filing by

registration statement number, or the Form or Schedule and the date of

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[LOGO OMITTED]

NOTICE OF 2002 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 30, 2002
----------------------


Dear Shareholder,
The 2002 Annual Meeting of Shareholders of West Pharmaceutical Services,

Inc. will be held at the Company's headquarters, 101 Gordon Drive, Lionville,

Pennsylvania 19341, on Tuesday, April 30, 2002, at 9:30 AM, to consider and take

action on the following:
1. Election of three Class III directors: Tenley E. Albright, John W.

Conway and Donald E. Morel, Jr., each for a term of three years;
2. Approval of an amendment to the 1998 Key Employee Incentive

Compensation Plan;
3. Ratification of the appointment of PricewaterhouseCoopers LLP as

independent accountants for 2002; and
4. Any other matters that properly come before the meeting.
Your Board of Directors recommends a vote "FOR" Proposals 1, 2 and 3.
Only shareholders of record at the close of business, Thursday, March 21,

2002, are entitled to notice of and to vote at the meeting or any postponement

or adjournment.
Please date, sign and return the enclosed proxy in the enclosed envelope,

whether or not you expect to attend the meeting in person.
By Order of the Board of Directors,


JOHN R. GAILEY III

Secretary
March 28, 2002

PROXY STATEMENT

GENERAL INFORMATION ABOUT THE MEETING

We, the Board of Directors of West Pharmaceutical Services, Inc., invite

you to submit the enclosed proxy for use at the Company's 2002 Annual Meeting of

Shareholders. The meeting will be held on Tuesday, April 30, 2002, at 9:30 AM,

at the Company's headquarters, 101 Gordon Drive, Lionville, Pennsylvania 19341.

The proxy and this proxy statement are being mailed on or about March 28, 2002.
At the Annual Meeting, shareholders will act on the matters outlined in the

accompanying notice of meeting. A quorum is necessary to take action at the

meeting. A quorum means that shareholders of record holding at least a majority

of the outstanding shares are present, either in person or represented by proxy.

As of the record date, 14,428,649 shares of common stock were outstanding.
You may vote at the meeting, or any postponement or adjournment of the

meeting, only if you were a record owner of the Company's common stock, par

value $.25 per share, at the close of business on the record date, March 21,

2002. You are entitled to one vote for each share owned. If you complete and

properly sign the accompanying proxy vote card and return it to the Company, it

will be voted as you direct. A pre-addressed envelope is enclosed for your

convenience. If you return your signed proxy card without indicating any voting

instructions, the proxy holders will vote your shares according to our

recommendations, which are to vote "FOR" each of the three proposals listed in

the accompanying notice of meeting.
If you are a registered shareholder and attend the meeting, you may deliver

your completed proxy card in person. If you have shares held in "street name"

and you wish to vote those shares at the meeting, you will need to obtain a

proxy from the institution that holds those shares. Even after you have

submitted your proxy, you may revoke or change your vote at any time before the

proxy is exercised by filing with the Company's Secretary either a notice of

revocation or a duly executed proxy bearing a later date. You may also vote in

person at the meeting, although attendance at the meeting will not by itself

revoke a previously granted proxy.
Directors are elected by plurality vote. Other matters are determined by a

majority of the votes cast at the meeting. Votes withheld from director

nominees, abstentions and broker non-votes (i.e., shares held in street name

that cannot be voted by a broker on specific matters without instructions from

the beneficial owner) will be counted in determining the presence of a quorum,

but are not considered to be "votes," and therefore will have no effect on the

outcome of the vote.
The Company will pay the entire cost of preparing, assembling, printing,

mailing and distributing these proxy materials. The Company will also reimburse

brokerage houses and other custodians, nominees and fiduciaries for their

reasonable out-of-pocket expenses for forwarding proxy and solicitation

materials to shareholders. Officers and other Company employees may also contact

you about submitting your proxy through the mails, or by personal conversations,

telephone, facsimile or electronic means.

PROPOSAL #1: ELECTION OF DIRECTORS
Our Board of Directors is divided into three classes. Each year, the

directors in one class are elected to serve a three-year term. We may increase

or decrease the size of the Board, elect directors to fill vacancies on the

Board and assign directors to a class. Last year, we decreased the size of the

Board to 10 directors from 11 directors following the death of Director J. Roffe

Wike, II. In March 2002, Director Monroe E. Trout retired from the Board, and

Donald E. Morel, Jr., the Company's President and Chief Operating Officer, was

elected to fill the vacancy. Dr. Morel was assigned to Class III.

We have nominated Tenley E. Albright, John W. Conway, and Donald E. Morel,

Jr. for election as Class III directors at the 2002 Annual Meeting. The nominees

are incumbent directors, have agreed to be named and to serve if elected. If any

nominee becomes unavailable, which we do not expect, the Board's Nominating and

Corporate Governance Committee will recommend to us a replacement nominee. We

may then designate the other nominee to stand for election. If you voted for the

unavailable nominee, your vote will be cast for his or her replacement.

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CLASS III NOMINEES FOR TERMS TO EXPIRE IN 2005
-------------------------------------------------------------------------------
TENLEY E. ALBRIGHT, Dr. Albright, age 66,is a physician and surgeon. She

M.D. is Chairman of Western Resources, Inc. and a member of

Director since 1993 the Corporation of the New England Baptist Hospital and

Woods Hole Oceanographic Institution. She is a director

of State Street Bank and Trust Company, State Street

Boston Corporation, Whitehead Institute for Biomedical

Research and the Massachusetts Society for Medical

Research. She is Chairman of the Alumni Fund, Harvard

Medical School.
JOHN W. CONWAY Mr. Conway, age 56, has been a director since 1997, and

Director since 1997 Chief Executive Officer and Chairman of the Board since

January 2001, of Crown, Cork & Seal Company, Inc., a

supplier of packaging products. He was its President

and Chief Operating Officer from 1998 to January 2001

and, prior to that time, its Executive Vice President.

DONALD E. MOREL,

JR., PH.D. Dr. Morel, age 44, has been President and Chief

Director since 2002 Operating Officer of the Company since May 2001. He was

the Company's Division President, Drug Delivery Systems

from October 1999 to May 2001, Group President from

April 1998 to October 1999 and, prior thereto, Vice

President, Scientific Services.
WE RECOMMEND THAT YOU VOTE FOR THESE NOMINEES.

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CLASS I DIRECTORS WHOSE TERMS EXPIRE IN 2003
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WILLIAM G. LITTLE Mr. Little, age 59, is Chief Executive Officer and

Director since 1991 Chairman of the Board of the Company. He was also the

Company's President from 1991 to 1998. Mr. Little is a

director of Fox Chase Cancer Center and Cytyc

Corporation.
WILLIAM H. LONGFIELD Mr. Longfield, age 63, is Chief Executive Officer and

Director since 1995 Chairman of the Board of C. R. Bard, Inc., a medical

device manufacturer. He is a director of Manor Care,

Inc., AdvaMed (Advanced Medical Technology Association)

and Horizon Health Corporation. He is a trustee of

Atlantic Health System and the Health Care Institute of

New Jersey.
ANTHONY WELTERS Mr. Welters, age 47, is Chairman, President and Chief

Director since 1997 Executive Officer of AmeriChoice Corporation, a managed

health-care services holding company, and its

predecessor companies. Mr. Welters is a director of C.

C. R. Bard, Inc., Health Care Leadership Council, New York

University School of Law, the National Board of the

Smithsonian Institution and Vice Chair of Morehouse

School of Medicine.
2


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CLASS II DIRECTORS WHOSE TERMS EXPIRE IN 2004
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GEORGE W. EBRIGHT Mr. Ebright, age 63, is the retired Chairman of the

Director since 1992 Board and Chief Executive Officer of Cytogen Corp., a

biotechnology pharmaceutical company. He is a director

of Nabi and Arrow International Incorporated.
L. ROBERT JOHNSON Mr. Johnson, age 60, is Managing General Partner of

Director since 1989 Founders Capital Partners, L.P., a venture capital

partnership. He is a director of Indigo Systems Corp.

and Chairman of the Board of RSVP Information Inc. Mr.

Johnson is a member of the Corporation of the

Massachusetts Institute of Technology and a trustee of

the Scholarship Foundation of Santa Barbara.
JOHN P. NEAFSEY Mr. Neafsey, age 62,is President of JN Associates, an

Director since 1987 investment consulting firm. He is Chairman of the Board

of Alliance Resources, LP, a director of Longhorn

Partners Pipeline Company and Provident Mutual Life

Insurance Company of Philadelphia and an Advisory

Director of the Beacon Energy Funds. Mr. Neafsey is a

trustee emeritus and presidential counselor of Cornell

University and an overseer of Weill/Cornell Medical

College.
GEOFFREY F. WORDEN Mr. Worden, age 62, is President of South Street

Director since 1993 Capital, Inc., an investment company. Mr. Worden is a

director of Princess House, Inc. and the New York City

Outward Bound Center. He is a trustee of Outward Bound

USA.

PROPOSAL #2: AMENDMENT OF THE 1998 KEY EMPLOYEE

INCENTIVE COMPENSATION PLAN
INTRODUCTION
In March 1998, we adopted the 1998 Key Employee Incentive Compensation Plan

(the "Plan"), which authorized the delivery of up to 1,500,000 shares of the

Company's common stock in connection with awards and the exercise of stock

options granted under the Plan. The Plan was approved by shareholders at the

1998 annual meeting of shareholders. As of the record date, stock options

covering a total of 1,468,000 shares have been granted under the Plan.
On March 9, 2002, we approved an amendment to the Plan, subject to

shareholder approval, which increases by 400,000 the maximum number of shares

available for delivery to Plan participants. We anticipate that this number of

additional shares will be sufficient to continue providing appropriate

incentives to Plan participants over the next 12 months. At that time, we will

consider further amending the plan to allow for additional shares or adoption of

a new incentive plan.
MATERIAL FEATURES OF THE PLAN
Administration. The Plan is administered by the Board's Compensation

Committee, which has authority to make all determinations necessary or advisable

for the administration of the Plan. The Compensation Committee is composed of

three directors, each of whom is considered a "non-employee" director as defined

under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and also an

"outside director" as defined under section 162(m) of the Internal Revenue Code

of 1986, as amended (the "Code").
3


Eligibility and Participation. Any employee of the Company or a subsidiary

of the Company providing key services is eligible to participate in the Plan.

Participation is limited to those officers and key employees of the Company who,

in the opinion of the Compensation Committee, are in positions in which their

decisions, actions and counsel significantly affect the Company's growth and

financial success. The Compensation Committee determines, from among the

eligible employees, those persons to whom awards will be made, the type of

award, the amount, size and terms of each award and the time when awards will be

granted. Directors of the Company who are not also employees or officers of the

Company or a subsidiary are not eligible to participate in the Plan. A total of

89 employees were granted stock options or other awards under the Plan this

year, and we expect that approximately the same number of employees will be

eligible to receive awards under the Plan next year.
Awards and Grants Under the Plan. A variety of incentive compensation using

the Company's common stock may be awarded to participants under the Plan. These

awards are stock options (both non-qualified stock options and incentive stock

options (ISOs) under section 422A of the Code), stock appreciation rights (SARs)

and grants of shares of common stock or of a right to receive shares (or their

cash equivalent) in the future, including any combination of the above.
Stock Options. The Compensation Committee determines the number of shares

to be covered by each stock option grant, the option price, the term of the

option, the period of time for options to vest after grant, and other option

terms and limitations consistent with the Plan document. Optionees may pay the

exercise price in cash or by tendering shares having a fair market value at time

of exercise equal to the option price, or in a combination of cash and stock. A

participant may also pay the exercise price by authorizing a third party to sell

shares acquired upon exercise and remit a sufficient portion of the sale

proceeds to pay the exercise price and any tax withholding. The Committee may

allow for transferability of non-qualified stock options by a participant to

immediate family members.
Stock Appreciation Rights. The Plan permits the Committee to grant SARs in

connection with any stock options. These rights enable a participant to

surrender an option and to receive cash or common stock, as determined by the

Committee, equal to the difference between the option price and the fair market

value of the common stock on the date of surrender. No SARs have been granted

under the Plan.
Other Stock Awards. The Committee may grant stock awards consisting of

shares of common stock or a right to receive shares (or their cash equivalent or

a combination of both) in the future. Each stock award is subject to such

conditions, restrictions and contingencies as the Committee may determine.
Certain Limitations and Restrictions. The Plan imposes certain restrictions

and limitations on grants and awards under the Plan. No stock option may have an

exercise price less than the fair market value of the Company's common stock on

the date of grant, and no option may have a term longer than 10 years. No person

may receive stock options (or SARs) covering more than 200,000 shares under the

Plan in any calendar year, and no person may receive stock awards in any

performance period with a fair market value at the time of grant in excess of

$300,000. In addition, all stock options and stock awards include a provision

that calls for a forfeiture of the awards in the event a participant engages in

conduct deemed to be harmful to, or not in the best interest of, the Company.
SHARES ELIGIBLE FOR DELIVERY UNDER THE PLAN
A maximum of 1,500,000 shares of common stock may be delivered under the

Plan, which may be unauthorized and unissued shares or treasury shares. Shares

that are forfeited and shares that are not delivered because the award is

canceled are not considered "delivered" for purposes of determining this

maximum. The maximum amount may be adjusted in the event of a corporate

transaction involving the Company such as a stock dividend or distribution,

stock split, recapitalization, merger, consolidation, split-up, combination or

exchange of shares.
4

If the amendment is approved by shareholders, the maximum would be

1,900,000 shares. The closing price of the Company's common stock as reported on

the New York Stock Exchange Composite Transactions Listing on March 21, 2002 was

$29.00 per share.
TERM; TERMINATION AND AMENDMENTS
The Plan has no specific expiration date, but no award may be granted more

than ten years after the date of adoption (i.e., March 10, 1998). We may amend

the Plan at any time, except that no increase in the maximum number of shares or

a change in the class of eligible employees may be made without shareholder

approval. No termination, amendment or modification of the Plan may, without the

consent of a participant, affect a participant's rights under an award

previously granted.
NEW PLAN BENEFITS - 1998 KEY EMPLOYEE INCENTIVE COMPENSATION PLAN
The following table and footnotes show, for each person named in the

Summary Compensation Table, all current executive officers as a group and all

employees, including officers who are not executive officers, as a group: (i)

the number and dollar value of stock awards (restricted and non-restricted)

awarded with respect to 2001 performance; (ii) the total number of shares

subject to outstanding stock options; and (iii) the total number of shares

subject to stock options granted in 2001.


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Number of Shares Underlying

2001 Bonus Shares (1) 2001 Restricted Shares (1) Outstanding Stock Options

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

Dollar Number of Dollar Number of Total Awarded Total Awarded

Name and Position Value($) Shares Value($) Shares Under Plan in 2001

----------------------------------------------------------------------------------------------------------------
William G. Little 75,012 2,602 18,765 421 260,000 75,000

Chairman and

Chief Executive Officer
Donald E. Morel, Jr. 27,094 939 6,774 235 140,000 40,000

President and

Chief Operating Officer
Steven A. Ellers 20,156 699 5,044 175 95,000 35,000

Executive Vice President
Herbert L. Hugill 12,150 421 3,055 106 57,000 20,000

President of the Americas,

Pharmaceutical Systems
John R. Gailey III 11,516 399 2,883 100 32,000 8,000

Vice President, General

Counsel and Secretary
All executive officers 186,716 6,477 46,781 1,623 756,000 262,000

as a group (10 persons)
All employees 425,612 14,765 157,440 3,839 1,468,000 421,500


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(1) Represents the Bonus shares and restricted shares awarded in March 2002 for

2001 performance. The dollar value is calculated by multiplying the number

of shares awarded by the fair market value of the Company's common stock on

the award date ($28.83). Restricted shares vest over four years and are

forfeited if the associated bonus shares are sold or transferred prior to

the vesting date.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
To date, the Compensation Committee has granted only non-qualified stock

options under the Plan. The exercise of a non-qualified stock option would

result in ordinary income for the option holder and a deduction for the Company

measured by the difference between the option price and the fair market value of

the shares received at the time of exercise. Upon the sale of stock acquired

through exercise of a non-qualified

5


stock option, the gain (measured by the difference between the sale price and

the amount included in income upon exercise of the option plus the option price)

would be short-term or long-term capital gain. At the time of a subsequent sale

of any shares obtained upon the exercise of an option, any gain or loss would be

a capital gain or loss to the option holder.
WE RECOMMEND THAT YOU VOTE "FOR" APPROVAL OF THE AMENDMENT TO THE

1998 KEY EMPLOYEE INCENTIVE COMPENSATION PLAN.

PROPOSAL #3: RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Upon recommendation of the Audit Committee, we reappointed

PricewaterhouseCoopers LLP as independent accountants for the Company in 2002,

subject to ratification by shareholders. If the appointment is not ratified, we

will consider the appointment of other auditors. A representative of

PricewaterhouseCoopers LLP is expected to be present at the Annual Meeting and

will have the opportunity to make a statement and to respond to questions from

shareholders.
WE RECOMMEND THAT YOU VOTE "FOR" RATIFICATION OF THE APPOINTMENT OF

PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS FOR 2002.

PRINCIPAL OWNERS OF COMPANY STOCK
The following table and footnotes contain information about persons who

beneficially own more than 5% of the issued and outstanding common stock. Except

as indicated below, the beneficial owners have sole voting and investment power

over the shares shown opposite their names. This table was compiled from Company

records and Securities and Exchange Commission share-ownership reports. The

amount of shares beneficially owned is as of December 31, 2001.

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Amount and Percent

Name and Address of Nature of Beneficial Of

Beneficial Owner Ownership Class

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Aim Funds Management, Inc. .................. 811,300(1) 5.44%

5140 Yonge Street, Suite 900

Toronto, Ontario M2N 6X7
Franklin Advisory Services, LLC ............. 1,234,600(2) 8.6%

One Parker Plaza, Sixteenth Floor

Fort Lee, NJ 07024
Private Capital Management

Bruce S. Sherman

Gregg J. Powers ............................. 1,575,400(3) 10.98%

8889 Pelican Bay Blvd.

Naples, FL 34108
Wachovia Corporation ........................ 1,319,795(4) 9.20%

One First Union Center

Charlotte, North Carolina 28288-0133
------------

(1) Based upon information set forth in a Schedule 13G/A filing made by Aims

Fund Management, Inc. dated January 30, 2001. The reporting person has

shared voting power with respect to all of the shares beneficially owned.
(2) Based upon information set forth in a Schedule 13G filing made by Franklin

Resources, Inc. ("FRI"), Charles B. Johnson, Rupert H. Johnson, Jr. and

Franklin Advisory Services, LLC dated February 12, 2002. Represents shares

beneficially owned by one or more open or closed-end investment companies

or other managed accounts, which are advised by direct and indirect

investment advisory subsidiaries of FRI. Charles B. Johnson and Rupert H.

Johnson, Jr. are principal owners of FRI, and they, along with FRI and each

of FRI's advisory
6

subsidiaries, disclaim any economic interest or beneficial ownership in any

of the shares covered by the Schedule. They disclaim the existence of a

group.
(3) Based upon information set forth in a Schedule 13G filing made by Private

Capital Management, Inc. ("PCM"), Bruce S. Sherman and Gregg J. Powers

dated February 15, 2002. The reporting persons share voting and investment

power with respect to all of the shares owned. Mr. Sherman is Chairman of

PCM and Mr. Powers is President of PCM. They disclaim beneficial ownership

of shares held by PCM's clients and disclaim the existence of a group.
(4) Based upon information set forth in a Schedule 13G filing made by Wachovia

Corporation dated February 13, 2002. Includes (i) sole voting power with

respect to 1,118,195 shares, (ii) sole investment power with respect to

625,994 shares and (iii) shared investment power with respect to 524,950

shares.
INFORMATION ABOUT THE BOARD AND BOARD COMMITTEES
BOARD OF DIRECTORS
We have designated directors who are independent of management as

"independent directors." All of the directors, except for the Company's Chief

Executive Officer William G. Little and Chief Operating Officer Donald E. Morel,

Jr., are independent directors. The independent directors' primary duties are to

evaluate the performance of the Company's Chief Executive Officer, to assure

that he has appropriate leadership succession plans and to review and monitor

achievement of his long-range strategic plans for the Company. One independent

director is designated as "Chairman, Independent Directors." The Chairman,

Independent Directors confers with the CEO on the Board's agenda items and

information requirements. He also calls meetings of the independent directors.

William H. Longfield is the current Chairman, Independent Directors. In 2001,

the Board met nine times, and the Independent Directors held one meeting.

BOARD COMMITTEES
The Board has four standing committees: Audit, Compensation, Finance and

Nominating and Corporate Governance. Last year, the Audit and the Compensation

Committees each met four times, and the Finance and the Nominating and Corporate

Governance Committees each met three times.

The Audit Committee assists us in fulfilling our oversight responsibilities

by monitoring: (1) the integrity of the financial statements of the Company; (2)

the system of internal control, audit process and the process of compliance with

legal and regulatory requirements as they relate to the Company's financial

statements; and (3) the independence and performance of the Company's internal

and external auditors. We have determined in our business judgment that the

directors who serve on the Audit Committee are all "independent" as defined in

the listing standards of the New York Stock Exchange. The Committee has adopted

a written charter. Directors Worden (Chairman), Albright, Conway and Ebright

serve on the Audit Committee.
The Compensation Committee establishes the base salaries of, and approves

all other compensation and benefits made available to, the Company's corporate

officers. This Committee also establishes and administers stock and cash

incentive compensation plans for senior management, submitting such plans to us

for approval as required by applicable regulations. Directors Welters

(Chairman), Longfield and Neafsey serve on the Compensation Committee.

The Finance Committee serves as our liaison with management on important

financial transactions and financial-policy matters. This Committee consults

with and advises management on financial strategies, policies and procedures,

acquisitions, divestitures, capital-expenditure requests and similar matters.

This Committee also monitors the performance of the Company's savings and

retirement plan investment committee. The Finance Committee makes

recommendations on these matters to us. Directors Neafsey (Chairman), Conway,

Ebright and Johnson serve on the Finance Committee.

The Nominating and Corporate Governance Committee evaluates and makes

recommendations on director and officer nominees and appointments to board

committees. After review by the independent
7
directors, this Committee formally recommends to us a successor to the Chief

Executive Officer. This Committee also reviews the Company's legal compliance

policies and programs periodically with the Company's General Counsel. Directors

Longfield (Chairman) and Worden serve on the Nominating and Corporate Governance

Committee.
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table shows the beneficial ownership of common stock of each

director, each executive officer named in the Summary Compensation Table on page

10 and all directors and executive officers as a group. The amounts include

shares of common stock beneficially owned by the individuals, shares underlying

stock options and shares held under the Company's incentive-compensation plans,

Savings Plan and Non-Qualified Deferred Compensation Plan for Designated

Executive Officers (the "Officer Deferred Compensation Plan"). Also included are

stock-equivalents held by directors in accounts under the Non-Qualified Deferred

Compensation Plan for Outside Directors (the "Director Deferred Compensation

Plan"). Each stock-equivalent represents a right to receive, on termination of

board service, cash equal to the fair market value of a share of the Company's

common stock at that time.
All directors and officers as a group beneficially own less than 1% of the

outstanding shares of common stock. Shares underlying stock options exercisable

within 60 days after March 15, 2002 are treated as beneficially owned by the

individual and as outstanding when computing the percentages owned by the

individual and group. The table reflects shares held in participant accounts

under the Savings Plan and Officer Deferred Compensation Plan as of December 31,

2001. All other information is as of March 15, 2002. The table is compiled from

information provided by the individuals and from Company records.
--------------------------------------------------------------------------------

Shares Owned Right to Acquire Stock-Equivalent

Name Directly and Ownership Under Units Under Director

Indirectly(1)(2) Options Exercisable Deferred Compensation

Within 60 Days Plan

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

Tenley E. Albright 1,681 7,500 3,886

John W. Conway 800 6,000 1,594

George W. Ebright 2,928 7,500 4,490

Steven A. Ellers 13,541 105,000 --

John R. Gailey III 10,019 44,800 --

Herbert L. Hugill 10,777 39,000 --

L. Robert Johnson 7,500 7,500 5,732

William G. Little 65,772 401,000 --

William H. Longfield 1,000 7,500 11,641

Donald E. Morel, Jr. 10,433 120,061 --

John P. Neafsey 5,966 7,500 15,545

Anthony Welters 300 7,500 1,626

Geoffrey F. Worden 3,762 7,500 9,019
All directors and

executive officers

as a group (18

persons) 173,801 934,061 53,533

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

(1) These amounts include restricted shares awarded under the Company's

Management Incentive Bonus Plan, as follows: Mr. Little -- 1,497 shares;

Dr. Morel -- 499 shares; Mr. Hugill -- 106 shares; Mr. Ellers -- 470

shares; Mr. Gailey -- 299 shares; and all directors and executive officers

as a group -- 3,754 shares. The holders of restricted shares have voting

power over the shares. The restricted shares are subject to transfer and

forfeiture restrictions.
(2) These amounts also include shares held in participant accounts under the

Company's Savings Plan and Officer Deferred Compensation Plan,

respectively, as follows: Mr. Little -- 989 and 1,217 shares, respectively;

Mr. Ellers -- 1,201 and 573 shares, respectively; Dr. Morel -- 332 and 578

shares, respectively; Mr. Hugill -- -0- and 249 shares, respectively; Mr.

Gailey -- 84 and 368 shares, respectively; and all directors and officers

as a group -- 7,145 and 3,778 shares, respectively. Plan participants have

voting power over the shares held in their accounts. These shares vest over

the first five years of employment with the Company.

8
SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act of 1934 and related

Securities and Exchange Commission rules, the Company's directors and officers

must file initial reports of their beneficial ownership of the Company's common

stock and subsequent changes to that ownership. In 2001, all of the Company's

directors and officers filed timely reports, except that George W. Ebright

reported the exercise of a stock option four days after the due date.

COMPENSATION OF DIRECTORS AND NAMED EXECUTIVE OFFICERS
COMPENSATION OF DIRECTORS

Each independent director receives an annual retainer of $20,000. The

chairman of each board committee and the Chairman, Independent Directors also

receive an annual retainer of $3,500. Independent directors receive meeting fees

of $1,500 for each board and independent-director meeting and $1,000 for each

committee meeting attended. Each independent director also receives an annual

grant of 600 "stock-equivalents," which parallel the performance of the

Company's common stock. When dividends are paid on common stock, additional

stock-equivalents are credited to each director's account as if those dividends

were used to purchase additional shares.
Directors may defer all or any part of their director fees under the

Director Deferred Compensation Plan. Deferred fees may be credited to an

interest-bearing account or a stock-equivalents account. The Board terminated

its retirement plan for non-employee directors in 1999. Retirement benefits

accrued as of the termination date were converted into stock-equivalents and

credited to each director's account under the Directors Deferred Compensation

Plan. The number of stock-equivalents credited was determined by reference to

the fair market value of the Company's common stock at that time.
In May 1999, each non-employee director received an option to purchase

4,500 shares under the 1999 Non-Qualified Stock Option Plan for Non-Employee

Directors. The option has an exercise price equal to the fair market value of

the Company's common stock on the date of grant and vests in three annual

installments of 1,500 shares. The Plan provides for another 4,500-share option

grant in 2002.
EMPLOYMENT AND OTHER AGREEMENTS WITH EXECUTIVES
Mr. Little has an employment agreement with the Company under which he

serves as Chief Executive Officer. His base annual salary is determined by

Company compensation-review policies. The agreement also entitles him to

participate in the Company's annual and long-term incentive plans. The Company

may terminate his employment by giving two years' prior notice or earlier for

cause, or due to disability or death.
The Company has entered into agreements with each of the named executive

officers that provide benefits if their employment is terminated following a

change in control of the Company. These agreements are designed to assist the

Company in attracting and retaining highly qualified executives and to help

ensure that, if the Company is faced with an unsolicited tender offer proposal,

its executives will continue to manage the Company without being unduly

distracted by the uncertainties of their personal affairs and thereby will be

better able to assist in evaluating such a proposal in an objective manner.
Each executive is entitled to receive severance compensation under his

agreement if, within two years following a change in control of the Company, he

resigns following a constructive termination of his employment or his employment

is terminated by the Company other than by reason of death, disability, willful

misconduct or normal retirement. The agreement also permits the executive to

receive severance upon a
9
voluntary resignation taken during a one-time, 30-day period beginning 12 months

from the change in control. The severance compensation includes the immediate

vesting of the executive's interest, if any, in the Company's employee-benefit

plans, continuing salary and bonus payments at the level prior to termination

and continuation of certain health and welfare benefits for up to three years

following termination. Each agreement prohibits the executive from being

employed by any competitor of the Company or competing with the Company in any

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Proxy Statement Pursuant to Section iconRegistration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934

Proxy Statement Pursuant to Section iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

Proxy Statement Pursuant to Section iconRegistration statement pursuant to section 12(b) or 12(g) of the securities exchange act of 1934

Proxy Statement Pursuant to Section iconRegistration statement pursuant to section 12(b) or 12(g) of the securities exchange act of 1934




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