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                                                                   EXHIBIT 10(b)
                           RESTRICTED STOCK AGREEMENT

      THIS AGREEMENT entered into as of this [day]th day of [month], [year] (the
"Award Date") by and between PERRIGO COMPANY, a Michigan corporation (the
"Company"), and [EMPLOYEE NAME] (the "Employee").

                                WITNESSETH THAT:

            WHEREAS, pursuant to the terms of the Perrigo Company 2003 Long Term
Incentive Plan (the "Plan"), the Board of Directors of the Company (the "Board")
has determined that the Participant should be awarded Restricted Shares under
the Plan.

      NOW, THEREFORE, the parties hereto agree as follows:

1.    Grant. Pursuant to Section 5 of the Plan, the Company has granted to the
      Participant [number] shares of common stock of the Company, without par
      value ("Common Stock"), effective [Date] ("Restricted Shares"), subject to
      the conditions hereinafter set forth.

2.    Vesting. Except as provided in Section 3 below, the Restricted Stock
      awarded hereunder shall be permanently forfeited if the Employee's date of
      termination of employment occurs prior to the following date or dates and
      then only with respect to the number of shares that have not vested as of
      that date:

                    Vesting Date          Number of Shares Vesting

                      [Date]                    [Shares]

                      [Date]                    [Shares]

3.    Accelerated Vesting. Notwithstanding Section 2 above, if the Employee's
      Date of Termination occurs because of death, Disability, involuntary
      termination by the Company without Cause or voluntary termination by the
      Employee for Good Reason, or in the event of a Change in Control of the
      Company (as this is defined in the Plan in effect on the date of this
      Agreement), the Restricted Period and the restrictions imposed hereunder
      shall end with respect to all of the shares of Restricted Stock awarded
      hereunder effective as of the date of any such event.

4.    Terms and Conditions of Restricted Stock. The Restricted Stock granted
      under this Agreement shall be subject to the following additional terms
      and conditions:

      (i)   Except as may otherwise be specifically permitted under the Plan or
            by the terms of this Agreement, shares of Restricted Stock may not
            be sold, assigned, pledged or otherwise encumbered prior to the end
            of the Restricted Period.

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      (ii)  Except as otherwise provided in this Agreement, the Employee shall
            have all of the rights of a stockholder, including, but not limited
            to, the right to vote such shares and the right to receive dividends
            paid on such shares.

      (iii) Each certificate issued with respect to the Restricted Stock granted
            under Section 1 shall be registered in the name of the Employee and
            shall bear the following legend:

                  "The transferability of this certificate and the shares of
                  stock represented hereby are subject to the terms and
                  conditions (including forfeiture) contained in the Perrigo
                  Company 2003 Long Term Incentive Plan and an agreement entered
                  into between the registered owner and Perrigo Company. A copy
                  of such plan and agreement is on file in the office of the
                  Secretary of Perrigo Company, 515 Eastern, Allegan, Michigan
                  49010."

      (iv)  The Company may require a written statement that the Employee is
            acquiring the shares of Restricted Stock for investment and not for
            the purpose or with the intention of distributing the shares, except
            for a sale to a purchaser who makes the same representation in
            writing, and that the holder of the shares of Restricted Stock,
            either before or after the end of the Restricted Period, will not
            dispose of them in violation of the registration requirements of the
            Securities Act of 1933 or any other applicable law.

5.    Adjustment to Shares. In the event of any stock dividend, stock split,
      recapitalization or other change affecting the Common Stock as a class
      without receipt of consideration, then any new, substituted or additional
      securities or other property (including money paid other than as a regular
      cash dividend), which is by reason of any such transaction distributed to
      the Employee with respect to the shares of Restricted Stock, shall be
      immediately subject to a similar Restricted Period. Appropriate
      adjustments to reflect the distribution of such securities or property
      shall also be made to the number of shares of Restricted Stock.

6.    Withholding. This award is subject to the withholding of all applicable
      taxes. The Company may withhold, or permit the Employee to remit to the
      Company, any Federal, state or local taxes applicable to the grant,
      vesting or other event giving rise to tax liability with respect to this
      award. The Employee may elect to surrender previously acquired Common
      Stock or to have the Company withhold Common Stock relating to this award
      in an amount sufficient to satisfy all or a portion of such tax liability.

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7.    Definitions. The following terms shall have the meaning ascribed to such
      terms below:

      (i)   Cause. A termination for "Cause" means in the reasonable judgment of
            the Board of Directors of the Company (i) gross negligence or
            willful and continued failure by the Employee to substantially
            perform his duties as an employee of the Company (other than any
            such failure resulting from incapacity due to physical or mental
            illness), (ii) willful misconduct by the Employee which is
            demonstrably and materially injurious to the Company, monetarily or
            otherwise, (iii) the engaging by the Employee in egregious
            misconduct involving serious moral turpitude to the extent that his
            credibility and reputation no longer conforms to the standard of
            senior employees of the company, or (iv) the commission by the
            Employee of a material act of dishonesty or breach of trust
            resulting or intending to result in personal benefit or enrichment
            to the Employee at the expense of the Company. For purposes of this
            provision, no act or failure to act shall be deemed "willful" unless
            done or omitted to be done not in good faith and without reasonable
            belief that such action or omission was in the best interest of the
            Company.

      (ii)  Disability means that (i) the Employee is eligible for disability
            benefits under the Company's long-term disability plan, or (ii) he
            has a physical or mental disability which renders him incapable,
            after reasonable accommodation, of performing substantially all of
            his duties hereunder for a period of 180 days (which need not be
            consecutive) in any 12-month period. In the event of a dispute as to
            whether the Employee is disabled, the Company may, at its expense,
            refer him to a licensed practicing physician of the Company's choice
            and the Employee agrees to submit to such tests and examination as
            such physician shall deem appropriate. The determination of such
            physician shall be final and binding on the Company and Employee.

      (iii) Good Reason. A termination for "Good Reason" means, without the
            Employee's consent, (i) assigning duties to the Employee that are
            inconsistent in any substantial respect with the with the position,
            authority, or responsibilities associated with the office of Vice
            President Quality & Compliance, (ii) the failure by the Company to
            pay the Employee any portion of his current compensation within ten
            (10) business days of the date such compensation is due, (iii) the
            failure by the Company to continue any incentive compensation plan
            in which the Employee participates which is material to his
            compensation, unless an equitable substitute plan or alternative
            plan is made available to the Employee, and (iv) the failure by the
            Company to obtain a satisfactory agreement from any successor to the
            business of the Company to assume and agree to perform this
            Agreement. In the case of clause (iv) next above, notice of
            termination for Good Reason shall be given, if at all, within 30

                                      -3-

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            days following the occurrence of the event giving rise to the right
            to terminate for Good Reason.

8.    Compliance with Applicable Law. Notwithstanding any other provision of
      this Agreement, the Company shall have no obligation to issue any shares
      of Restricted Stock or Common Stock under this Agreement if such issuance
      would violate any applicable law or any applicable regulation or
      requirement of any securities exchange or similar entity.

9.    Successors and Assigns. This Agreement shall be binding upon any or all
      successors and assigns of the Company.

10.   Applicable Law. This Agreement shall be governed by and construed and
      enforced in accordance with the internal laws of the state of Michigan
      without regard to principals of conflict of laws.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed effective as of the day and year first above written.

                                        PERRIGO COMPANY

                                        By ____________________________________
                                              David T. Gibbons
                                              Its: Chairman, President & CEO

ATTEST:

_______________________________
Todd W. Kingma, Secretary

                                        EMPLOYEE

                                        ________________________________________
                                        [Employee Name]

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