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                                                                   EXHIBIT 10(m)

L. PERRIGO COMPANY
Nonqualified Deferred Compensation Plan
Master Plan Document
================================================================================






                             EFFECTIVE JULY 1, 2001






                               COPYRIGHT (C) 2001
           BY CLARK/BARDES CONSULTING - COMPENSATION RESOURCE GROUP,
                  A DIVISION OF CLARK/BARDES CONSULTING, INC.
                              ALL RIGHTS RESERVED


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                                TABLE OF CONTENTS
                                                                           Page
                                                                           ----

PURPOSE          ............................................................1

ARTICLE 1        DEFINITIONS.................................................1

ARTICLE 2        SELECTION, ENROLLMENT, ELIGIBILITY..........................6

    2.1          Selection by Committee......................................6

    2.2          Enrollment Requirements.....................................6

    2.3          Eligibility; Commencement of Participation..................6

    2.4          Termination of Participation and/or Deferrals...............6

ARTICLE 3        DEFERRAL COMMITMENTS/COMPANY CONTRIBUTION/COMPANY MATCHING/
                 VESTING/CREDITING/TAXES.....................................7

    3.1          Minimum Deferrals...........................................7

    3.2          Maximum Deferral............................................7

    3.3          Election to Defer; Effect of Election Form..................7

    3.4          Withholding of Annual Deferral Amounts......................8

    3.5          Annual Company Contribution Amount..........................8

    3.6          Annual Company Matching Amount..............................8

    3.7          Investment of Trust Assets..................................8

    3.8          Vesting.....................................................9

    3.9          Crediting/Debiting of Account Balances......................9

    3.10         FICA and Other Taxes.......................................11

ARTICLE 4        SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL
                 EMERGENCIES; WITHDRAWAL ELECTION...........................11

    4.1          Short-Term Payout..........................................11

    4.2          Other Benefits Take Precedence Over Short-Term.............12

    4.3          Withdrawal Payout/Suspensions for Unforeseeable Financial
                 Emergencies................................................12

    4.4          Withdrawal Election........................................12

ARTICLE 5        RETIREMENT BENEFIT.........................................12

    5.1          Retirement Benefit.........................................12

    5.2          Payment of Retirement Benefit..............................12

    5.3          Death Prior to Completion of Retirement Benefit............13


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ARTICLE 6        PRE-RETIREMENT SURVIVOR BENEFIT............................13

    6.1          Pre-Retirement Survivor Benefit............................13

    6.2          Payment of Pre-Retirement Survivor Benefit.................13

ARTICLE 7        TERMINATION BENEFIT........................................13

    7.1          Termination Benefit........................................13

    7.2          Payment of Termination Benefit.............................13

ARTICLE 8        DISABILITY WAIVER AND BENEFIT..............................14

    8.1          Disability Waiver..........................................14

    8.2          Continued Eligibility; Disability Benefit..................14

ARTICLE 9        BENEFICIARY DESIGNATION....................................14

    9.1          Beneficiary................................................14

    9.2          Beneficiary Designation; Change; Spousal Consent...........15

    9.3          Acknowledgment.............................................15

    9.4          No Beneficiary Designation.................................15

    9.5          Doubt as to Beneficiary....................................15

    9.6          Discharge of Obligations...................................15

ARTICLE 10       LEAVE OF ABSENCE...........................................15

    10.1         Paid Leave of Absence......................................15

    10.2         Unpaid Leave of Absence....................................16

ARTICLE 11       TERMINATION, AMENDMENT OR MODIFICATION.....................16

    11.1         Termination................................................16

    11.2         Amendment..................................................17

    11.3         Plan Agreement.............................................18

    11.4         Effect of Payment..........................................18

ARTICLE 12       ADMINISTRATION.............................................18

    12.1         Committee Duties...........................................18

    12.2         Administration Upon Change In Control......................18

    12.3         Agents.....................................................19

    12.4         Binding Effect of Decisions................................19

    12.5         Indemnity of Committee.....................................19

    12.6         Employer Information.......................................19

ARTICLE 13       OTHER BENEFITS AND AGREEMENTS..............................19


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    13.1         Coordination with Other Benefits...........................19

ARTICLE 14       CLAIMS PROCEDURES..........................................19

    14.1         Presentation of Claim......................................19

    14.2         Notification of Decision...................................20

    14.3         Review of a Denied Claim...................................20

    14.4         Decision on Review.........................................20

    14.5         Legal Action...............................................21

ARTICLE 15       TRUST......................................................21

    15.1         Establishment of the Trust.................................21

    15.2         Interrelationship of the Plan and the Trust................21

    15.3         Distributions From the Trust...............................21

ARTICLE 16       MISCELLANEOUS..............................................21

    16.1         Status of Plan.............................................21

    16.2         Unsecured General Creditor.................................21

    16.3         Employer's Liability.......................................21

    16.4         Nonassignability...........................................22

    16.5         Not a Contract of Employment...............................22

    16.6         Furnishing Information.....................................22

    16.7         Terms......................................................22

    16.8         Captions...................................................22

    16.9         Governing Law..............................................22

    16.10        Notice.....................................................22

    16.11        Successors.................................................23

    16.12        Spouse's Interest..........................................23

    16.13        Validity...................................................23

    16.14        Incompetent................................................23

    16.15        Court Order................................................23

    16.16        Distribution in the Event of Taxation......................23

    16.17        Insurance..................................................24

    16.18        Legal Fees To Enforce Rights After Change in Control.......24



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                               L. PERRIGO COMPANY
                     NONQUALIFIED DEFERRED COMPENSATION PLAN
                             Effective July 1, 2001

                                     PURPOSE

       The purpose of this Plan is to provide specified benefits to a select
group of management or highly compensated Employees and Directors who contribute
materially to the continued growth, development and future business success of
L. Perrigo Company, a Michigan corporation, and its related entities, if any,
that sponsor this Plan. This Plan shall be unfunded for tax purposes and for
purposes of Title I of ERISA.

                                    ARTICLE 1
                                   DEFINITIONS

       For the purposes of this Plan, unless otherwise clearly apparent from
the context, the following phrases or terms shall have the following indicated
meanings:

1.1    "Account Balance" shall mean, with respect to a Participant, a credit on
       the records of the Employer equal to the sum of (i) the Deferral Account
       balance, (ii) the Company Contribution Account balance, and (iii) the
       Company Matching Account balance. The Account Balance, and each other
       specified account balance, shall be a bookkeeping entry only and shall be
       utilized solely as a device for the measurement and determination of the
       amounts to be paid to a Participant, or his or her designated
       Beneficiary, pursuant to this Plan.

1.2    "Annual Bonus" shall mean any compensation, in addition to Base Annual
       Salary, payable to a Participant as an Employee during any applicable
       Plan Year under any Employer's annual bonus and cash incentive plans,
       excluding stock options and restricted stock.

1.3    "Annual Company Contribution Amount" shall mean, for any one Plan Year,
       the amount determined in accordance with Section 3.5.

1.4    "Annual Company Matching Amount" for any one Plan Year shall be the
       amount determined in accordance with Section 3.6.

1.5    "Annual Deferral Amount" shall mean that portion of a Participant's Base
       Annual Salary, Annual Bonus and Directors Fees that a Participant elects
       to have and is deferred in accordance with Article 3 for any one Plan
       Year. In the event of a Participant's Retirement, Disability (if
       deferrals cease in accordance with Section 8.1), death or a Termination
       of Employment prior to the end of a Plan Year, such year's Annual
       Deferral Amount shall be the actual amount withheld prior to such event.

1.6    "Annual Installment Method" shall be an annual installment payment over
       the number of years selected by the Participant in accordance with this
       Plan, calculated as follows: the vested Account Balance of the
       Participant shall be calculated as of the close of business on the last
       business day of the year. The annual installment shall be calculated by
       multiplying this balance by a fraction, the numerator of which is one and
       the denominator



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       of which is the remaining number of annual payments due the Participant.
       By way of example, if the Participant elects a ten (10) year Annual
       Installment Method, the first payment shall be 1/10 of the vested Account
       Balance, calculated as described in this definition. The following year,
       the payment shall be 1/9 of the vested Account Balance, calculated as
       described in this definition. Each annual installment shall be paid no
       later than sixty (60) days after the last business day of the applicable
       year.

1.7    "Base Annual Salary" shall mean the annual cash compensation relating to
       services performed during any calendar year, whether or not paid in such
       calendar year or included on the Federal Income Tax Form W-2 for such
       calendar year, excluding bonuses, commissions, overtime, fringe benefits,
       stock options, restricted stock, relocation expenses, incentive payments,
       non-monetary awards, directors fees and other fees, and automobile and
       other allowances paid to a Participant for employment services rendered
       (whether or not such allowances are included in the Employee's gross
       income). Base Annual Salary shall be calculated before reduction for
       compensation voluntarily deferred or contributed by the Participant
       pursuant to all qualified or non-qualified plans of any Employer and
       shall be calculated to include amounts not otherwise included in the
       Participant's gross income under Code Sections 125, 402(e)(3), 402(h), or
       403(b) pursuant to plans established by any Employer; provided, however,
       that all such amounts will be included in compensation only to the extent
       that had there been no such plan, the amount would have been payable in
       cash to the Employee.

1.8    "Beneficiary" shall mean one or more persons, trusts, estates or other
       entities, designated in accordance with Article 9, that are entitled to
       receive benefits under this Plan upon the death of a Participant.

1.9    "Beneficiary Designation Form" shall mean the form established from time
       to time by the Committee that a Participant completes, signs and returns
       to the Committee to designate one or more Beneficiaries.

1.10   "Board" shall mean the board of directors of the Company.

1.11   "Change in Control" shall mean the date on which (i) any Person (as that
       term is defined in Section 2(2) of the Securities Act of 1933 and Section
       13(d) of the Securities Exchange Act of 1934, as amended from time to
       time) acquires or otherwise becomes the owner of voting stock of the
       Company or Perrigo Company ("Perrigo") which, together with all other
       voting stock of the Company or Perrigo, as applicable, then owned or
       controlled by such Person, represents fifty percent (50%) or more of the
       then issued and outstanding voting stock of the Company or Perrigo, or
       (ii) the composition of the Company or Perrigo's Board of Directors is
       comprised of individuals who are neither incumbent members nor nominated
       or appointed by a majority of such incumbent members or their nominees.

1.12   "Claimant" shall have the meaning set forth in Section 14.1.

1.13   "Code" shall mean the Internal Revenue Code of 1986, as it may be amended
       from time to time.

1.14   "Committee" shall mean the committee described in Article 12.



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1.15   "Company" shall mean L. Perrigo Company, a Michigan corporation, and any
       successor to all or substantially all of the Company's assets or
       business.

1.16   "Company Contribution Account" shall mean (i) the sum of the
       Participant's Annual Company Contribution Amounts, plus (ii) amounts
       credited or debited in accordance with all the applicable crediting and
       debiting provisions of this Plan that relate to the Participant's Company
       Contribution Account, less (iii) all distributions made to the
       Participant or his or her Beneficiary pursuant to this Plan that relate
       to the Participant's Company Contribution Account.

1.17   "Company Matching Account" shall mean (i) the sum of all of a
       Participant's Annual Company Matching Amounts, plus (ii) amounts credited
       in accordance with all the applicable crediting and debiting provisions
       of this Plan that relate to the Participant's Company Matching Account,
       less (iii) all distributions made to the Participant or his or her
       Beneficiary pursuant to this Plan that relate to the Participant's
       Company Matching Account.

1.18   "Deduction Limitation" shall mean the following described limitation on a
       benefit that may otherwise be distributable pursuant to the provisions of
       this Plan. Except as otherwise provided, this limitation shall be applied
       to all distributions that are "subject to the Deduction Limitation" under
       this Plan. If an Employer determines in good faith prior to a Change in
       Control that there is a reasonable likelihood that any compensation paid
       to a Participant for a taxable year of the Employer would not be
       deductible by the Employer solely by reason of the limitation under Code
       Section 162(m), then to the extent deemed necessary by the Employer to
       ensure that the entire amount of any distribution to the Participant
       pursuant to this Plan prior to the Change in Control is deductible, the
       Employer may defer all or any portion of a distribution under this Plan.
       Any amounts deferred pursuant to this limitation shall continue to be
       credited/debited with additional amounts in accordance with Section 3.9
       below, even if such amount is being paid out in installments. The amounts
       so deferred and amounts credited thereon shall be distributed to the
       Participant or his or her Beneficiary (in the event of the Participant's
       death) at the earliest possible date, as determined by the Employer in
       good faith, on which the deductibility of compensation paid or payable to
       the Participant for the taxable year of the Employer during which the
       distribution is made will not be limited by Section 162(m), or if
       earlier, the effective date of a Change in Control. Notwithstanding
       anything to the contrary in this Plan, the Deduction Limitation shall not
       apply to any distributions made after a Change in Control.

1.19   "Deferral Account" shall mean (i) the sum of all of a Participant's
       Annual Deferral Amounts, plus (ii) amounts credited in accordance with
       all the applicable crediting and debiting provisions of this Plan that
       relate to the Participant's Deferral Account, less (iii) all
       distributions made to the Participant or his or her Beneficiary pursuant
       to this Plan that relate to his or her Deferral Account.

1.20   "Director" shall mean any member of the board of directors of any
       Employer.

1.21   "Directors Fees" shall mean the annual fees paid by any Employer,
       including retainer fees and meetings fees, as compensation for serving on
       the board of directors.


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1.22   "Disability" shall mean a period of disability during which a Participant
       qualifies for permanent disability benefits under the Participant's
       Employer's long-term disability plan, or, if a Participant does not
       participate in such a plan, a period of disability during which the
       Participant would have qualified for permanent disability benefits under
       such a plan had the Participant been a participant in such a plan, as
       determined in the sole discretion of the Committee. If the Participant's
       Employer does not sponsor such a plan, or discontinues to sponsor such a
       plan, Disability shall be determined by the Committee in its sole
       discretion.

1.23   "Disability Benefit" shall mean the benefit set forth in Article 8.

1.24   "Election Form" shall mean the form established from time to time by the
       Committee that a Participant completes, signs and returns to the
       Committee to make an election under the Plan.

1.25   "Employee" shall mean a person who is an employee of any Employer.

1.26   "Employer(s)" shall mean the Company and/or its parent and any of their
       respective subsidiaries (now in existence or hereafter formed or
       acquired) that have been selected by the Board to participate in the Plan
       and have adopted the Plan as a sponsor.

1.27   "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
       as it may be amended from time to time.

1.28   "First Plan Year" shall mean the period beginning July 1, 2001 and ending
       December 31, 2001.

1.29   "401(k) Plan" shall be that certain L. Perrigo Company Profit-Sharing and
       Investment Plan, as amended from time to time.

1.30   "Participant" shall mean any Employee or Director (i) who is selected to
       participate in the Plan, (ii) who elects to participate in the Plan,
       (iii) who signs a Plan Agreement, an Election Form and a Beneficiary
       Designation Form, (iv) whose signed Plan Agreement, Election Form and
       Beneficiary Designation Form are accepted by the Committee, (v) who
       commences participation in the Plan, and (vi) whose Plan Agreement has
       not terminated. A spouse or former spouse of a Participant shall not be
       treated as a Participant in the Plan or have an account balance under the
       Plan, even if he or she has an interest in the Participant's benefits
       under the Plan as a result of applicable law or property settlements
       resulting from legal separation or divorce.

1.31   "Plan" shall mean the Company's Nonqualified Deferred Compensation Plan,
       which shall be evidenced by this instrument and by each Plan Agreement,
       as they may be amended from time to time.

1.32   "Plan Agreement" shall mean a written agreement, as may be amended from
       time to time, which is entered into by and between an Employer and a
       Participant. Each Plan Agreement executed by a Participant and the
       Participant's Employer shall provide for the entire benefit to which such
       Participant is entitled under the Plan; should there be more than one
       Plan Agreement, the Plan Agreement bearing the latest date of acceptance
       by the Employer shall supersede all previous Plan Agreements in their
       entirety and shall govern such entitlement. The terms of any Plan
       Agreement may be different for any Participant,




                                      -4-
<PAGE>

       and any Plan Agreement may provide additional benefits not set forth in
       the Plan or limit the benefits otherwise provided under the Plan;
       provided, however, that any such additional benefits or benefit
       limitations must be agreed to by both the Employer and the Participant.

1.33   "Plan Year" shall, except for the First Plan Year, mean a period
       beginning on January 1 of each calendar year and continuing through
       December 31 of such calendar year.

1.34   "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
       Article 6.

1.35   "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
       Employee, severance from employment from all Employers for any reason
       other than a leave of absence, death or Disability on or after the
       earlier of the attainment of (a) age sixty-five (65) or (b) five (5)
       Years of Service; and shall mean with respect to a Director who is not an
       Employee, severance of his or her directorships with all Employers on or
       after the later of the attainment of (a) age sixty-five (65) or (b) in
       the sole discretion of the Committee, an age later than age sixty-five
       (65). If a Participant is both an Employee and a Director, Retirement
       shall not occur until he or she Retires as both an Employee and a
       Director, which Retirement shall be deemed to be a Retirement as a
       Director; provided, however, that such a Participant may elect, at least
       thirteen months prior to Retirement and in accordance with the policies
       and procedures established by the Committee, to Retire for purposes of
       this Plan at the time he or she Retires as an Employee, which Retirement
       shall be deemed to be a Retirement as an Employee.

1.36   "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.37   "Short-Term Payout" shall mean the payout set forth in Section 4.1.

1.38   "Termination Benefit" shall mean the benefit set forth in Article 7.

1.39   "Termination of Employment" shall mean the severing of employment with
       all Employers, or service as a Director of all Employers, voluntarily or
       involuntarily, for any reason other than Retirement, Disability, death or
       an authorized leave of absence. If a Participant is both an Employee and
       a Director, a Termination of Employment shall occur only upon the
       termination of the last position held; provided, however, that such a
       Participant may elect, at least three years before Termination of
       Employment and in accordance with the policies and procedures established
       by the Committee, to be treated for purposes of this Plan as having
       experienced a Termination of Employment at the time he or she ceases
       employment with an Employer as an Employee.

1.40   "Trust" shall mean one or more trusts established pursuant to that
       certain Master Trust Agreement, dated as of ________, 200_ between the
       Company and the trustee named therein, as amended from time to time.

1.41   "Unforeseeable Financial Emergency" shall mean an unanticipated emergency
       that is caused by an event beyond the control of the Participant that
       would result in severe financial hardship to the Participant resulting
       from (i) a sudden and unexpected illness or accident of the Participant
       or a dependent of the Participant, (ii) a loss of the Participant's
       property due to casualty, or (iii) such other extraordinary and
       unforeseeable circumstances



                                      -5-
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       arising as a result of events beyond the control of the Participant, all
       as determined in the sole discretion of the Committee.

1.42   "Years of Service" shall mean the total number of full years of
       employment in which a Participant has been employed by one or more
       Employers, including authorized paid or unpaid leaves of absences and
       leave due to Disability. For purposes of this definition, a year of
       employment shall be a 365 day period (or 366 day period in the case of a
       leap year) that, for the first year of employment, commences on the
       Employee's date of hiring and that, for any subsequent year, commences on
       an anniversary of that hiring date. Any partial year of employment shall
       not be counted.

                                    ARTICLE 2
                       Selection, Enrollment, Eligibility

2.1    SELECTION BY COMMITTEE. Participation in the Plan shall be limited to a
       select group of management and highly compensated Employees and Directors
       of the Employers, as determined by the Committee in its sole discretion.
       From that group, the Committee shall select, in its sole discretion,
       Employees and Directors to participate in the Plan.

2.2    ENROLLMENT REQUIREMENTS. As a condition to participation, each selected
       Employee or Director shall complete, execute and return to the Committee
       a Plan Agreement, an Election Form and a Beneficiary Designation Form,
       all within thirty (30) days after he or she is selected to participate in
       the Plan. In addition, the Committee shall establish from time to time
       such other enrollment requirements as it determines in its sole
       discretion are necessary.

2.3    ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an Employee or
       Director selected to participate in the Plan has met all enrollment
       requirements set forth in this Plan and required by the Committee,
       including returning all required documents to the Committee within the
       specified time period, that Employee or Director shall commence
       participation in the Plan on the first day of the month following the
       month in which the Employee or Director completes all enrollment
       requirements. If an Employee or a Director fails to meet all such
       requirements within the period required, in accordance with Section 2.2,
       that Employee or Director shall not be eligible to participate in the
       Plan until the first day of the Plan Year following the delivery to and
       acceptance by the Committee of the required documents.

2.4    TERMINATION OF PARTICIPATION AND/OR DEFERRALS. If the Committee
       determines in good faith that a Participant no longer qualifies as a
       member of a select group of management or highly compensated employees,
       as membership in such group is determined in accordance with Sections
       201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the
       right, in its sole discretion, to (i) terminate any deferral election the
       Participant has made for the remainder of the Plan Year in which the
       Participant's membership status changes, (ii) prevent the Participant
       from making future deferral elections and/or (iii) immediately distribute
       the Participant's then vested Account Balance as a Termination Benefit
       and terminate the Participant's participation in the Plan.





                                      -6-

<PAGE>
                                    ARTICLE 3
               DEFERRAL COMMITMENTS/ COMPANY CONTRIBUTION/COMPANY
                        MATCHING/VESTING/CREDITING/TAXES

3.1  MINIMUM DEFERRALS.

     (a)  BASE ANNUAL SALARY, ANNUAL BONUS AND DIRECTORS FEES. For each Plan
          Year, a Participant may elect to defer, as his or her Annual Deferral
          Amount, Base Annual Salary, Annual Bonus and/or Directors Fees. Such
          amounts must total, in the aggregate, at least $5,000. If an election
          is made for less than that amount or if no election is made, the
          amount deferred shall be zero.

     (b)  SHORT PLAN YEAR. Notwithstanding the foregoing, if a Participant first
          becomes a Participant after the first day of a Plan Year, or in the
          case of the first Plan Year of the Plan itself, the minimum deferral
          shall be an amount equal to the minimum set forth above, multiplied by
          a fraction, the numerator of which is the number of complete months
          remaining in the Plan Year and the denominator of which is 12.

3.2  MAXIMUM DEFERRAL. For each Plan Year, a Participant may elect to defer, as
     his or her Annual Deferral Amount, Base Annual Salary, Annual Bonus and/or
     Directors Fees up to the following maximum percentages for each deferral
     elected:


                -----------------------------------------------------------
                         DEFERRAL                      MAXIMUM AMOUNT
                -----------------------------------------------------------
                    Base Annual Salary                       80%
                -----------------------------------------------------------
                    Annual Bonus                             100%
                -----------------------------------------------------------
                    Directors Fees                           100%
                -----------------------------------------------------------

     Notwithstanding the foregoing, if a Participant first becomes a Participant
     after the first day of a Plan Year, or in the case of the first Plan Year
     of the Plan itself, the maximum Annual Deferral Amount, with respect to
     Base Annual Salary, Annual Bonus and Directors Fees shall be limited to the
     amount of compensation not yet earned by the Participant as of the date the
     Participant submits a Plan Agreement and Election Form to the Committee for
     acceptance.

3.3  ELECTION TO DEFER; EFFECT OF ELECTION FORM.

     (a)  FIRST PLAN YEAR. In connection with a Participant's commencement of
          participation in the Plan, the Participant shall make an irrevocable
          deferral election for the Plan Year in which the Participant commences
          participation in the Plan, along with such other elections as the
          Committee deems necessary or desirable under the Plan. For these
          elections to be valid, the Election Form must be completed and signed
          by the Participant, timely delivered to the Committee (in accordance
          with Section 2.2 above) and accepted by the Committee.

     (b)  SUBSEQUENT PLAN YEARS. For each succeeding Plan Year, an irrevocable
          deferral election for that Plan Year, and such other elections as the
          Committee deems necessary or desirable under the Plan, shall be made
          by timely delivering to the



                                      -7-


<PAGE>



          Committee, in accordance with its rules and procedures, before the end
          of the Plan Year preceding the Plan Year for which the election is
          made, a new Election Form. If no such Election Form is timely
          delivered for a Plan Year, the Annual Deferral Amount shall be zero
          for that Plan Year.

3.4  WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS. For each Plan Year, the Base Annual
     Salary portion of the Annual Deferral Amount shall be withheld from each
     regularly scheduled Base Annual Salary payroll in equal amounts, as
     adjusted from time to time for increases and decreases in Base Annual
     Salary. The Annual Bonus and/or Directors Fees portion of the Annual
     Deferral Amount shall be withheld at the time the Annual Bonus or Directors
     Fees are or otherwise would be paid to the Participant, whether or not this
     occurs during the Plan Year itself.

3.5  ANNUAL COMPANY CONTRIBUTION AMOUNT. For each Plan Year, an Employer, in its
     sole discretion, may, but is not required to, credit any amount it desires
     to any Participant's Company Contribution Account under this Plan, which
     amount shall be for that Participant the Annual Company Contribution Amount
     for that Plan Year. The amount so credited to a Participant may be smaller
     or larger than the amount credited to any other Participant, and the amount
     credited to any Participant for a Plan Year may be zero, even though one or
     more other Participants receive an Annual Company Contribution Amount for
     that Plan Year. The Annual Company Contribution Amount, if any, shall be
     credited as of the last day of the Plan Year. If a Participant is not
     employed by an Employer as of the last day of a Plan Year other than by
     reason of his or her Retirement or death while employed, the Annual Company
     Contribution Amount for that Plan Year shall be zero.

3.6  ANNUAL COMPANY MATCHING AMOUNT. For each Plan Year during which the Company
     maintains the 401(k) Plan, an Employer shall credit a Participant's Company
     Matching Account an amount equal to the difference between (i) the amount
     the Employer contributed on behalf of such Employee Participant under the
     401(k) Plan during such Plan Year and (ii) the amount that would have been
     contributed by the Employer under the 401(k) Plan if the Participant had
     not deferred any amounts under this Plan during such Plan Year, but rather
     had deferred his or her Annual Deferral Amount for such Plan Year into the
     401(k) Plan, to the extent allowable under the limitations applicable to
     the 401(k) Plan. If a Participant is not employed by an Employer as of the
     last day of a Plan Year other than by reason of his or her Retirement or
     death, the Annual Company Matching Amount for such Plan Year shall be zero.
     In the event of Retirement or death, a Participant shall be credited with
     the Annual Company Matching Amount for the Plan Year in which he or she
     Retires or dies. In no event will an Employee receive an Annual Company
     Matching Amount for a Plan Year unless the Employee has made the maximum
     elective deferrals permitted under the 401(k) Plan for the Plan Year
     pursuant to Code Section 402(g) or the terms of the 401(k) Plan.

3.7  INVESTMENT OF TRUST ASSETS. The Trustee of the Trust shall be authorized,
     upon written instructions received from the Committee or investment manager
     appointed by the Committee, to invest and reinvest the assets of the Trust
     in accordance with the applicable Trust Agreement, including the
     disposition of stock and reinvestment of the proceeds in one or more
     investment vehicles designated by the Committee.



                                      -8-

<PAGE>


3.8  VESTING.

     (a)  A Participant shall at all times be 100% vested in his or her Deferral
          Account.

     (b)  The Committee, in its sole discretion, will determine over what period
          of time and in what percentage increments a Participant shall vest in
          his or her Company Contribution Account. The Committee may credit some
          Participants with larger or smaller vesting percentages than other
          Participants, and the vesting percentage credited to any Participant
          for a Plan Year may be zero, even though one or more other
          Participants have a greater vesting percentage credited to them for
          that Plan Year.

     (c)  A Participant shall be vested in his or her Company Matching Account
          in accordance with the vesting schedule that applies to company
          matching amounts made to the 401(k) Plan, as set forth in the 401(k)
          Plan document.

     (d)  Notwithstanding anything to the contrary contained in this Section
          3.8, in the event of a Change in Control, a Participant's Company
          Contribution Account and Company Matching Account shall immediately
          become 100% vested (if it is not already vested in accordance with the
          above vesting schedules).

     (e)  Notwithstanding subsection (c), the vesting schedule for a
          Participant's Company Contribution Account and Company Matching
          Account shall not be accelerated to the extent that the Committee
          determines that such acceleration would cause the deduction
          limitations of Section 280G of the Code to become effective. In the
          event that all of a Participant's Company Contribution Account and/or
          Company Matching Account is not vested pursuant to such a
          determination, the Participant may request independent verification of
          the Committee's calculations with respect to the application of
          Section 280G. In such case, the Committee must provide to the
          Participant within 15 business days of such a request an opinion from
          a nationally recognized accounting firm selected by the Participant
          (the "Accounting Firm"). The opinion shall state the Accounting Firm's
          opinion that any limitation in the vested percentage hereunder is
          necessary to avoid the limits of Section 280G and contain supporting
          calculations. The cost of such opinion shall be paid for by the
          Company.

3.9  CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject to,
     the rules and procedures that are established from time to time by the
     Committee, in its sole discretion, amounts shall be credited or debited to
     a Participant's Account Balance in accordance with the following rules:

     (a)  ELECTION OF MEASUREMENT FUNDS. A Participant, in connection with his
          or her initial deferral election in accordance with Section 3.3(a)
          above, shall elect, on the Election Form, one or more Measurement
          Fund(s) (as described in Section 3.9(c) below) to be used to determine
          the amounts to be credited or debited to his or her Account Balance.
          The Participant may (but is not required to) elect, by submitting an
          Election Form to the Committee that is accepted by the Committee, to
          add or delete one or more Measurement Fund(s) to be used to determine
          the amounts to be credited or debited to his or her Account Balance,
          or to change the


                                      -9-


<PAGE>



          portion of his or her Account Balance allocated to each previously or
          newly elected Measurement Fund. If an election is made in accordance
          with the previous sentence, it shall apply as of the first business
          day deemed reasonably practicable by the Committee, in its sole
          discretion, and continue thereafter for each subsequent day in which
          the Participant participates in the Plan, unless changed in accordance
          with the previous sentence.

     (b)  PROPORTIONATE ALLOCATION. In making any election described in Section
          3.9(a) above, the Participant shall specify on the Election Form, in
          increments of five percentage points (5%), the percentage of his or
          her Account Balance to be allocated to a Measurement Fund (as if the
          Participant was making an investment in that Measurement Fund with
          that portion of his or her Account Balance).

     (c)  MEASUREMENT FUNDS. The Participant may elect one or more of the
          Measurement Funds selected by the Committee, in its sole discretion,
          which are based on certain mutual funds or similar investments, for
          the purpose of crediting or debiting amounts to his or her Account
          Balance. As necessary, the Committee may, in its sole discretion,
          discontinue, substitute or add a Measurement Fund. Each such action of
          the Committee will take effect as of the first day of the calendar
          quarter that follows by thirty (30) days the day on which the
          Committee gives Participants advance written notice of such change.

     (d)  CREDITING OR DEBITING METHOD. The performance of each elected
          Measurement Fund (either positive or negative) will be determined by
          the Committee, in its reasonable discretion, based on the performance
          of the Measurement Funds themselves. A Participant's Account Balance
          shall be credited or debited on a daily basis to the extent values are
          available, based on the performance of each Measurement Fund selected
          by the Participant, such performance being determined by the Committee
          in its sole discretion.

     (e)  NO ACTUAL INVESTMENT. Notwithstanding any other provision of this Plan
          that may be interpreted to the contrary, the Measurement Funds are to
          be used for measurement purposes only, and a Participant's election of
          any such Measurement Fund, the allocation to his or her Account
          Balance thereto, the calculation of additional amounts and the
          crediting or debiting of such amounts to a Participant's Account
          Balance shall not be considered or construed in any manner as an
          actual investment of his or her Account Balance in any such
          Measurement Fund. In the event that the Company or the Trustee (as
          that term is defined in the Trust), in its own discretion, decides to
          invest funds in any or all of the Measurement Funds, no Participant
          shall have any rights in or to such investments themselves. Without
          limiting the foregoing, a Participant's Account Balance shall at all
          times be a bookkeeping entry only and shall not represent any
          investment made on his or her behalf by the Company or the Trust; the
          Participant shall at all times remain an unsecured creditor of the
          Company.

3.10 FICA AND OTHER TAXES.

     (a)  ANNUAL DEFERRAL AMOUNTS. For each Plan Year in which an Annual
          Deferral Amount is being withheld from a Participant, the
          Participant's Employer(s) shall



                                      -10-


<PAGE>




          withhold from that portion of the Participant's Base Annual Salary and
          Bonus that is not being deferred, in a manner determined by the
          Employer(s), the Participant's share of FICA and other employment
          taxes on such Annual Deferral Amount. If necessary, the Committee may
          reduce the Annual Deferral Amount in order to comply with this Section
          3.10.

     (b)  COMPANY MATCHING AND COMPANY CONTRIBUTIONS. When a participant becomes
          vested in a portion of his or her Company Matching Account and/or
          Company Contribution Account, the Participant's Employer(s) shall
          withhold from the Participant's Base Annual Salary and/or Bonus that
          is not deferred, in a manner determined by the Employer(s), the
          Participant's share of FICA and other employment taxes. If necessary,
          the Committee may reduce the vested portion of the Participant's
          Company Matching Account and/or Company Contribution Account in order
          to comply with this Section 3.10.

     (c)  DISTRIBUTIONS. The Participant's Employer(s), or the trustee of the
          Trust, shall withhold from any payments made to a Participant under
          this Plan all federal, state and local income, employment and other
          taxes required to be withheld by the Employer(s), or the trustee of
          the Trust, in connection with such payments, in amounts and in a
          manner to be determined in the sole discretion of the Employer(s) and
          the trustee of the Trust.


                                    ARTICLE 4
             SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES;
                               WITHDRAWAL ELECTION

4.1  SHORT-TERM PAYOUT. In connection with each election to defer an Annual
     Deferral Amount, a Participant may irrevocably elect to receive a future
     "Short-Term Payout" from the Plan with respect to such Annual Deferral
     Amount. Subject to the Deduction Limitation, the Short-Term Payout shall be
     a lump sum payment in an amount that is equal to the Annual Deferral Amount
     plus amounts credited or debited in the manner provided in Section 3.9
     above on that amount, determined at the time that the Short-Term Payout
     becomes payable (rather than the date of a Termination of Employment).
     Subject to the Deduction Limitation and the other terms and conditions of
     this Plan, each Short-Term Payout elected shall be paid out during a sixty
     (60) day period commencing immediately after the last day of any Plan Year
     designated by the Participant that is at least three Plan Years after the
     Plan Year in which the Annual Deferral Amount is actually deferred. By way
     of example, if a three year Short-Term Payout is elected for Annual
     Deferral Amounts that are deferred in the 2002 Plan Year, the first time
     the three year Short-Term Payout could become payable would be after the
     end of the 2005 Plan Year.

4.2  OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM. Should an event occur that
     triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral Amount,
     plus amounts credited or debited thereon, that is subject to a Short-Term
     Payout election under Section 4.1 shall not be paid in accordance with
     Section 4.1 but shall be paid in accordance with the other applicable
     Article.


                                      -11-


<PAGE>


4.3  WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES. If
     the Participant experiences an Unforeseeable Financial Emergency, the
     Participant may petition the Committee to (i) suspend any deferrals
     required to be made by a Participant and/or (ii) receive a partial or full
     payout from the Plan. The payout shall not exceed the lesser of the
     Participant's vested Account Balance, calculated as if such Participant
     were receiving a Termination Benefit, or the amount reasonably needed to
     satisfy the Unforeseeable Financial Emergency. If, subject to the sole
     discretion of the Committee, the petition for a suspension and/or payout is
     approved, suspension shall take effect upon the date of approval and any
     payout shall be made within sixty (60) days of the date of approval. The
     payment of any amount under this Section 4.3 shall not be subject to the
     Deduction Limitation.

4.4  WITHDRAWAL ELECTION. A Participant (or, after a Participant's death, his or
     her Beneficiary) may elect, at any time, to withdraw all of his or her
     vested Account Balance calculated as if there had occurred a Termination of
     Employment as of the day of the election, less a withdrawal penalty equal
     to 10% of such amount (the net amount shall be referred to as the
     "Withdrawal Amount"). This election can be made at any time, before or
     after Retirement, Disability, death or Termination of Employment, and
     whether or not the Participant (or Beneficiary) is in the process of being
     paid pursuant to an installment payment schedule. No partial withdrawals of
     the Account Balance shall be allowed. The Participant (or his or her
     Beneficiary) shall make this election by giving the Committee advance
     written notice of the election in a form determined from time to time by
     the Committee. The Participant (or his or her Beneficiary) shall be paid
     the Withdrawal Amount within sixty (60) days of his or her election. Once
     the Withdrawal Amount is paid, the Participant's participation in the Plan
     shall terminate and the Participant shall not be eligible to participate in
     the Plan in the future. The payment of this Withdrawal Amount shall not be
     subject to the Deduction Limitation.


                                    ARTICLE 5
                               RETIREMENT BENEFIT

5.1  RETIREMENT BENEFIT. Subject to the Deduction Limitation, a Participant who
     Retires shall receive, as a Retirement Benefit, his or her vested Account
     Balance.

5.2  PAYMENT OF RETIREMENT BENEFIT. A Participant, in connection with his or her
     commencement of participation in the Plan, shall elect on an Election Form
     to receive the Retirement Benefit in a lump sum, pursuant to an Annual
     Installment Method of 5, 10 or 15 years or pursuant to any other
     distribution method allowed by the Committee, in its sole discretion. The
     Participant may subsequently change his or her election to an allowable
     alternative payout period by submitting a new Election Form to the
     Committee, provided that any such Election Form is submitted at least
     thirteen (13) months prior to the Participant's Retirement and is accepted
     by the Committee in its sole discretion. The Election Form most recently
     accepted by the Committee shall govern the payout of the Retirement
     Benefit. If a Participant does not make any election with respect to the
     payment of the Retirement Benefit, then such benefit shall be payable in a
     lump sum. Despite the foregoing, if the Participant's vested Account
     Balance at the time of his or her


                                      -12-


<PAGE>



     Retirement is less than $50,000, payment of the Retirement Benefit will be
     made in a lump sum. The lump sum payment shall be made, or installment
     payments shall commence, no later than sixty (60) days after the date on
     which the Participant Retires, unless otherwise determined by the
     Committee, in its sole discretion. Any payment made shall be subject to the
     Deduction Limitation.

5.3  DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT. If a Participant dies
     after Retirement but before the Retirement Benefit is paid in full, the
     Participant's unpaid Retirement Benefit payments shall continue and shall
     be paid to the Participant's Beneficiary (a) over the remaining number of
     years and in the same amounts as that benefit would have been paid to the
     Participant had the Participant survived, or (b) in a lump sum, if
     requested by the Beneficiary and allowed in the sole discretion of the
     Committee, that is equal to the Participant's unpaid remaining vested
     Account Balance.


                                    ARTICLE 6
                         PRE-RETIREMENT SURVIVOR BENEFIT

6.1  PRE-RETIREMENT SURVIVOR BENEFIT. Subject to the Deduction Limitation, the
     Participant's Beneficiary shall receive a Pre-Retirement Survivor Benefit
     equal to the Participant's vested Account Balance if the Participant dies
     before he or she Retires, experiences a Termination of Employment or
     suffers a Disability.

6.2  PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT. The Pre-Retirement Survivor
     Benefit shall be paid to the Participant's Beneficiary in a lump sum
     payment no later than sixty (60) days after the last day of the Plan Year
     in which the Committee is provided with proof that is satisfactory to the
     Committee of the Participant's death.


                                    ARTICLE 7
                               TERMINATION BENEFIT

7.1  TERMINATION BENEFIT. Subject to the Deduction Limitation, the Participant
     shall receive a Termination Benefit, which shall be equal to the
     Participant's vested Account Balance if a Participant experiences a
     Termination of Employment prior to his or her Retirement, death or
     Disability.

7.2  PAYMENT OF TERMINATION BENEFIT. The Participant shall receive his or her
     Termination Benefit in a lump sum payment no later than sixty (60) days
     after the date on which the Participant experiences the Termination of
     Employment. Any payment made shall be subject to the Deduction Limitation.




                                      -13-



<PAGE>


                                    ARTICLE 8
                          DISABILITY WAIVER AND BENEFIT

8.1  DISABILITY WAIVER.

     (a)  WAIVER OF DEFERRAL. A Participant who is determined by the Committee
          to be suffering from a Disability shall be excused from fulfilling
          that portion of the Annual Deferral Amount commitment that would
          otherwise have been withheld from a Participant's Base Annual Salary,
          Annual Bonus and/or Directors Fees for the Plan Year during which the
          Participant first suffers a Disability. During the period of
          Disability, the Participant shall not be allowed to make any
          additional deferral elections, but will continue to be considered a
          Participant for all other purposes of this Plan.

     (b)  RETURN TO WORK. If a Participant returns to employment, or service as
          a Director, with an Employer, after a Disability ceases, the
          Participant may elect to defer an Annual Deferral Amount for the Plan
          Year following his or her return to employment or service and for
          every Plan Year thereafter while a Participant in the Plan; provided
          such deferral elections are otherwise allowed and an Election Form is
          delivered to and accepted by the Committee for each such election in
          accordance with Section 3.3 above.

8.2  CONTINUED ELIGIBILITY; DISABILITY BENEFIT. A Participant suffering a
     Disability shall, for benefit purposes under this Plan, continue to be
     considered to be employed, or in the service of an Employer as a Director,
     and shall be eligible for the benefits provided for in Articles 4, 5, 6 or
     7 in accordance with the provisions of those Articles. Notwithstanding the
     above, the Committee shall have the right to, in its sole and absolute
     discretion and for purposes of this Plan only, and must in the case of a
     Participant who is otherwise eligible to Retire, deem the Participant to
     have experienced a Termination of Employment, or in the case of a
     Participant who is eligible to Retire, to have Retired, at any time (or in
     the case of a Participant who is eligible to Retire, as soon as
     practicable) after such Participant is determined to be suffering a
     Disability, in which case the Participant shall receive a Disability
     Benefit equal to his or her vested Account Balance at the time of the
     Committee's determination; provided, however, that should the Participant
     otherwise have been eligible to Retire, he or she shall be paid in
     accordance with Article 5. The Disability Benefit shall be paid in a lump
     sum within sixty (60) days of the Committee's exercise of such right. Any
     payment made shall be subject to the Deduction Limitation.


                                    ARTICLE 9
                             BENEFICIARY DESIGNATION

9.1  BENEFICIARY. Each Participant shall have the right, at any time, to
     designate his or her Beneficiary(ies) (both primary as well as contingent)
     to receive any benefits payable under the Plan to a beneficiary upon the
     death of a Participant. The Beneficiary designated under this Plan may be
     the same as or different from the Beneficiary designation under any other
     plan of an Employer in which the Participant participates.


                                      -14-


<PAGE>




9.2  BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT. A Participant shall
     designate his or her Beneficiary by completing and signing the Beneficiary
     Designation Form, and returning it to the Committee or its designated
     agent. A Participant shall have the right to change a Beneficiary by
     completing, signing and otherwise complying with the terms of the
     Beneficiary Designation Form and the Committee's rules and procedures, as
     in effect from time to time. If the Participant names someone other than
     his or her spouse as a Beneficiary, a spousal consent, in the form
     designated by the Committee, must be signed by that Participant's spouse
     and returned to the Committee. Upon the acceptance by the Committee of a
     new Beneficiary Designation Form, all Beneficiary designations previously
     filed shall be canceled. The Committee shall be entitled to rely on the
     last Beneficiary Designation Form filed by the Participant and accepted by
     the Committee prior to his or her death.

9.3  ACKNOWLEDGMENT. No designation or change in designation of a Beneficiary
     shall be effective until received and acknowledged in writing by the
     Committee or its designated agent.

9.4  NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
     Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
     designated Beneficiaries predecease the Participant or die prior to
     complete distribution of the Participant's benefits, then the Participant's
     designated Beneficiary shall be deemed to be his or her surviving spouse.
     If the Participant has no surviving spouse, the benefits remaining under
     the Plan to be paid to a Beneficiary shall be payable to the executor or
     personal representative of the Participant's estate.

9.5  DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the proper
     Beneficiary to receive payments pursuant to this Plan, the Committee shall
     have the right, exercisable in its discretion, to cause the Participant's
     Employer to withhold such payments until this matter is resolved to the
     Committee's satisfaction.

9.6  DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
     Beneficiary shall fully and completely discharge all Employers and the
     Committee from all further obligations under this Plan with respect to the
     Participant, and that Participant's Plan Agreement shall terminate upon
     such full payment of benefits.


                                   ARTICLE 10
                                LEAVE OF ABSENCE

10.1 PAID LEAVE OF ABSENCE. If a Participant is authorized by the Participant's
     Employer for any reason to take a paid leave of absence from the employment
     of the Employer, the Participant shall continue to be considered employed
     by the Employer and the Annual Deferral Amount shall continue to be
     withheld during such paid leave of absence in accordance with Section 3.3.

10.2 UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the
     Participant's Employer for any reason to take an unpaid leave of absence
     from the employment of the Employer, the Participant shall continue to be
     considered employed by the Employer and the Participant shall be excused
     from making deferrals until the earlier of the date the leave of


                                      -15-


<PAGE>



     absence expires or the Participant returns to a paid employment status.
     Upon such expiration or return, deferrals shall resume for the remaining
     portion of the Plan Year in which the expiration or return occurs, based on
     the deferral election, if any, made for that Plan Year. If no election was
     made for that Plan Year, no deferral shall be withheld. Notwithstanding the
     above, the Committee may, in its sole and absolute discretion and for
     purposes of this Plan only, deem the Participant to have experienced a
     Termination of Employment, or in the case of a Participant who is eligible
     to Retire, deem the Participant to have Retired, at any time after the
     unpaid leave of absence begins. If the Committee chooses to treat the
     Participant as having experienced a Termination of Employment, the
     Participant shall receive a Termination Benefit paid in accordance with
     Article 7. If the Committee chooses to deem the Participant to have
     Retired, the Participant shall receive a Retirement Benefit paid in
     accordance with Article 5. The Committee shall, in its sole discretion,
     choose the valuation date appropriate for purposes of distributing benefits
     pursuant to Articles 5 and 7. The lump sum payment shall be made, or
     installments shall commence, no later than sixty (60) days after the date
     on which the Committee exercises such right. Any payment made shall be
     subject to the Deduction Limitation.


                                   ARTICLE 11
                     TERMINATION, AMENDMENT OR MODIFICATION

11.1 TERMINATION. Although each Employer anticipates that it will continue the
     Plan for an indefinite period of time, there is no guarantee that any
     Employer will continue the Plan or will not terminate the Plan at any time
     in the future. Accordingly, each Employer reserves the right to discontinue
     its sponsorship of the Plan and/or to terminate the Plan at any time with
     respect to any or all of its participating Employees and Directors, by
     action of its board of directors. Upon the termination of the Plan with
     respect to any Employer, the Plan Agreements of the affected Participants
     who are employed by that Employer, or in the service of that Employer as
     Directors, shall terminate and their vested Account Balances shall be paid
     as follows:


     (a)  If the Participant is not eligible to Retire as of the effective date
          of the Plan termination, payment shall be made in a lump sum no later
          than 60 days following the effective date of the termination.

     (b)  If the Participant is eligible to Retire as of the effective date of
          the Plan termination, payment shall be made in accordance with the
          Participant's Retirement Benefit election, if any.

     (c)  Notwithstanding the foregoing provisions of this Section 11.1:

          (i)  If the Plan is terminated with respect to all Participants prior
               to a Change in Control, the Employer, in its sole discretion and
               notwithstanding any installment payment elections made by
               Participants eligible to Retire, may designate that benefits
               shall be paid in a lump sum or annual installments


                                      -16-


<PAGE>



                of up to 15 years, with amounts debited and credited during the
                installment period as described in Section 3.9.

          (ii)  If the Plan is terminated with respect to less than all
                Participants prior to a Change in Control, the Employer shall
                pay all benefits in a lump sum notwithstanding any installment
                payment elections made by Participants eligible to Retire.

          (iii) If the Plan is terminated coincident with or following a Change
                in Control, the Employer shall pay all benefits in a lump sum
                notwithstanding any installment payment elections made by
                Participants eligible to Retire.

     The termination of the Plan shall not adversely affect any Participant or
     Beneficiary who has become entitled to the payment of any benefits under
     the Plan as of the date of termination; provided however, that the Employer
     shall have the right to accelerate installment payments without a premium
     or prepayment penalty by paying the vested Account Balance in a lump sum or
     pursuant to an Annual Installment Method using fewer years (provided that
     the present value of all payments that will have been received by a
     Participant at any given point of time under the different payment schedule
     shall equal or exceed the present value of all payments that would have
     been received at that point in time under the original payment schedule).

11.2 AMENDMENT. The Company may, at any time, amend or modify the Plan in whole
     or in part by the action of its board of directors; provided, however,
     that: (i) no amendment or modification shall be effective to decrease or
     restrict the value of a Participant's vested Account Balance in existence
     at the time the amendment or modification is made, calculated as if the
     Participant had experienced a Termination of Employment as of the effective
     date of the amendment or modification or, if the amendment or modification
     occurs after the date upon which the Participant was eligible to Retire,
     the Participant had Retired as of the effective date of the amendment or
     modification, and (ii) no amendment or modification of this Section 11.2 or
     Section 12.2 of the Plan shall be effective. The amendment or modification
     of the Plan shall not affect any Participant or Beneficiary who has become
     entitled to the payment of benefits under the Plan as of the date of the
     amendment or modification; provided, however, that the Company shall have
     the right to accelerate installment payments by paying the vested Account
     Balance in a lump sum or pursuant to an Annual Installment Method using
     fewer years (provided that the present value of all payments that will have
     been received by a Participant at any given point of time under the
     different payment schedule shall equal or exceed the present value of all
     payments that would have been received at that point in time under the
     original payment schedule).

11.3 PLAN AGREEMENT. Despite the provisions of Sections 11.1 and 11.2 above, if
     a Participant's Plan Agreement contains benefits or limitations that are
     not in this Plan document, the Employer may only amend or terminate such
     provisions with the consent of the Participant.



                                      -17-

<PAGE>


11.4 EFFECT OF PAYMENT. The full payment of the applicable benefit under
     Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all
     obligations to a Participant and his or her designated Beneficiaries under
     this Plan and the Participant's Plan Agreement shall terminate.


                                   ARTICLE 12
                                 ADMINISTRATION

12.1 COMMITTEE DUTIES. Except as otherwise provided in this Article 12, this
     Plan shall be administered by a Committee which shall consist of the Board,
     or such committee as the Board shall appoint. Members of the Committee may
     be Participants under this Plan. The Committee shall also have the
     discretion and authority to (i) make, amend, interpret, and enforce all
     appropriate rules and regulations for the administration of this Plan and
     (ii) decide or resolve any and all questions including interpretations of
     this Plan, as may arise in connection with the Plan. Any individual serving
     on the Committee who is a Participant shall not vote or act on any matter
     relating solely to himself or herself. When making a determination or
     calculation, the Committee shall be entitled to rely on information
     furnished by a Participant or the Company.

12.2 ADMINISTRATION UPON CHANGE IN CONTROL. For purposes of this Plan, the
     Company shall be the "Administrator" at all times prior to the occurrence
     of a Change in Control. Upon and after the occurrence of a Change in
     Control, the "Administrator" shall be an independent third party selected
     by the Trustee and approved by the individual who, immediately prior to
     such event, was the Company's Chief Executive Officer or, if not so
     identified, the Company's highest ranking officer (the "Ex-CEO"). The
     Administrator shall have the discretionary power to determine all questions
     arising in connection with the administration of the Plan and the
     interpretation of the Plan and Trust including, but not limited to benefit
     entitlement determinations; provided, however, upon and after the
     occurrence of a Change in Control, the Administrator shall have no power to
     direct the investment of Plan or Trust assets or select any investment
     manager or custodial firm for the Plan or Trust. Upon and after the
     occurrence of a Change in Control, the Company must: (1) pay all reasonable
     administrative expenses and fees of the Administrator; (2) indemnify the
     Administrator against any costs, expenses and liabilities including,
     without limitation, attorney's fees and expenses arising in connection with
     the performance of the Administrator hereunder, except with respect to
     matters resulting from the gross negligence or willful misconduct of the
     Administrator or its employees or agents; and (3) supply full and timely
     information to the Administrator or all matters relating to the Plan, the
     Trust, the Participants and their Beneficiaries, the Account Balances of
     the Participants, the date of circumstances of the Retirement, Disability,
     death or Termination of Employment of the Participants, and such other
     pertinent information as the Administrator may reasonably require. Upon and
     after a Change in Control, the Administrator may be terminated (and a
     replacement appointed) by the Trustee only with the approval of the Ex-CEO.
     Upon and after a Change in Control, the Administrator may not be terminated
     by the Company.


                                      -18-


<PAGE>
12.3 AGENTS. In the administration of this Plan, the Committee may, from time to
     time, employ agents and delegate to them such administrative duties as it
     sees fit (including acting through a duly appointed representative) and may
     from time to time consult with counsel who may be counsel to any Employer.

12.4 BINDING EFFECT OF DECISIONS. The decision or action of the Administrator
     with respect to any question arising out of or in connection with the
     administration, interpretation and application of the Plan and the rules
     and regulations promulgated hereunder shall be final and conclusive and
     binding upon all persons having any interest in the Plan.

12.5 INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold harmless the
     members of the Committee, any Employee to whom the duties of the Committee
     may be delegated, and the Administrator against any and all claims, losses,
     damages, expenses or liabilities arising from any action or failure to act
     with respect to this Plan, except in the case of willful misconduct by the
     Committee, any of its members, any such Employee or the Administrator.

12.6 EMPLOYER INFORMATION. To enable the Committee and/or Administrator to
     perform its functions, the Company and each Employer shall supply full and
     timely information to the Committee and/or Administrator, as the case may
     be, on all matters relating to the compensation of its Participants, the
     date and circumstances of the Retirement, Disability, death or
     circumstances of the Retirement, Disability, death or Termination of
     Employment of its Participants, and such other pertinent information as the
     Committee or Administrator may reasonably require.


                                   ARTICLE 13
                          OTHER BENEFITS AND AGREEMENTS

13.1 COORDINATION WITH OTHER BENEFITS. The benefits provided for a Participant
     and Participant's Beneficiary under the Plan are in addition to any other
     benefits available to such Participant under any other plan or program for
     employees of the Participant's Employer. The Plan shall supplement and
     shall not supersede, modify or amend any other such plan or program except
     as may otherwise be expressly provided.


                                   ARTICLE 14
                                CLAIMS PROCEDURES

14.1 PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
     Participant (such Participant or Beneficiary being referred to below as a
     "Claimant") may deliver to the Committee a written claim for a
     determination with respect to the amounts distributable to such Claimant
     from the Plan. If such a claim relates to the contents of a notice received
     by the Claimant, the claim must be made within sixty (60) days after such
     notice was received by the Claimant. All other claims must be made within
     180 days of the date on which the event that caused the claim to arise
     occurred. The claim must state with particularity the determination desired
     by the Claimant.


                                      -19-


<PAGE>



14.2 NOTIFICATION OF DECISION. The Committee shall consider a Claimant's claim
     within a reasonable time, and shall notify the Claimant in writing:

     (a)  that the Claimant's requested determination has been made, and that
          the claim has been allowed in full; or

     (b)  that the Committee has reached a conclusion contrary, in whole or in
          part, to the Claimant's requested determination, and such notice must
          set forth in a manner calculated to be understood by the Claimant:

          (i)   the specific reason(s) for the denial of the claim, or any part
                of it;

          (ii)  specific reference(s) to pertinent provisions of the Plan upon
                which such denial was based;

          (iii) a description of any additional material or information
                necessary for the Claimant to perfect the claim, and an
                explanation of why such material or information is necessary;
                and

          (iv)  an explanation of the claim review procedure set forth in
                Section 14.3 below.

14.3 REVIEW OF A DENIED CLAIM. Within sixty (60) days after receiving a notice
     from the Committee that a claim has been denied, in whole or in part, a
     Claimant (or the Claimant's duly authorized representative) may file with
     the Committee a written request for a review of the denial of the claim.
     Thereafter, but not later than thirty (30) days after the review procedure
     began, the Claimant (or the Claimant's duly authorized representative):

     (a)  may review pertinent documents;

     (b)  may submit written comments or other documents; and/or

     (c)  may request a hearing, which the Committee, in its sole discretion,
          may grant.

14.4 DECISION ON REVIEW. The Committee shall render its decision on review
     promptly, and not later than sixty (60) days after the filing of a written
     request for review of the denial, unless a hearing is held or other special
     circumstances require additional time, in which case the Committee's
     decision must be rendered within 120 days after such date. Such decision
     must be written in a manner calculated to be understood by the Claimant,
     and it must contain:

     (a)  specific reasons for the decision;

     (b)  specific reference(s) to the pertinent Plan provisions upon which the
          decision was based; and

     (c)  such other matters as the Committee deems relevant.

14.5 LEGAL ACTION. A Claimant's compliance with the foregoing provisions of this
     Article 14 is a mandatory prerequisite to a Claimant's right to commence
     any legal action with respect to any claim for benefits under this Plan.


                                      -20-


<PAGE>



                                   ARTICLE 15
                                      TRUST

15.1 ESTABLISHMENT OF THE TRUST. The Company shall establish the Trust, and each
     Employer shall at least annually transfer over to the Trust such assets as
     the Employer determines, in its sole discretion, are necessary to provide,
     on a present value basis, for its respective future liabilities created
     with respect to the Annual Deferral Amounts, Annual Company Contribution
     Amounts, and Company Matching Amounts for such Employer's Participants for
     all periods prior to the transfer, as well as any debits and credits to the
     Participants' Account Balances for all periods prior to the transfer,
     taking into consideration the value of the assets in the trust at the time
     of the transfer.

15.2 INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan and
     the Plan Agreement shall govern the rights of a Participant to receive
     distributions pursuant to the Plan. The provisions of the Trust shall
     govern the rights of the Employers, Participants and the creditors of the
     Employers to the assets transferred to the Trust. Each Employer shall at
     all times remain liable to carry out its obligations under the Plan.

15.3 DISTRIBUTIONS FROM THE TRUST. Each Employer's obligations under the Plan
     may be satisfied with Trust assets distributed pursuant to the terms of the
     Trust, and any such distribution shall reduce the Employer's obligations
     under this Plan.


                                   ARTICLE 16
                                  MISCELLANEOUS

16.1 STATUS OF PLAN. The Plan is intended to be a plan that is not qualified
     within the meaning of Code Section 401(a) and that "is unfunded and is
     maintained by an employer primarily for the purpose of providing deferred
     compensation for a select group of management or highly compensated
     employee" within the meaning of ERISA Sections 201(2), 301(a)(3) and
     401(a)(1). The Plan shall be administered and interpreted to the extent
     possible in a manner consistent with that intent.

16.2 UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries, heirs,
     successors and assigns shall have no legal or equitable rights, interests
     or claims in any property or assets of an Employer. For purposes of the
     payment of benefits under this Plan, any and all of an Employer's assets
     shall be, and remain, the general, unpledged unrestricted assets of the
     Employer. An Employer's obligation under the Plan shall be merely that of
     an unfunded and unsecured promise to pay money in the future.

16.3 EMPLOYER'S LIABILITY. An Employer's liability for the payment of benefits
     shall be defined only by the Plan and the Plan Agreement, as entered into
     between the Employer and a Participant. An Employer shall have no
     obligation to a Participant under the Plan except as expressly provided in
     the Plan and his or her Plan Agreement.

16.4 NONASSIGNABILITY. Neither a Participant nor any other person shall have any
     right to commute, sell, assign, transfer, pledge, anticipate, mortgage or
     otherwise encumber, transfer, hypothecate, alienate or convey in advance of
     actual receipt, the amounts, if any, payable hereunder, or any part
     thereof, which are, and all rights to which are expressly


                                      -21-


<PAGE>



      declared to be, unassignable and non-transferable. No part of the
      amounts payable shall, prior to actual payment, be subject to seizure,
      attachment, garnishment or sequestration for the payment of any debts,
      judgments, alimony or separate maintenance owed by a Participant or
      any other person, be transferable by operation of law in the event of
      a Participant's or any other person's bankruptcy or insolvency or be
      transferable to a spouse as a result of a property settlement or
      otherwise.

16.5  NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan shall
      not be deemed to constitute a contract of employment between any Employer
      and the Participant. Such employment is hereby acknowledged to be an "at
      will" employment relationship that can be terminated at any time for any
      reason, or no reason, with or without cause, and with or without notice,
      unless expressly provided in a written employment agreement. Nothing in
      this Plan shall be deemed to give a Participant the right to be retained
      in the service of any Employer, either as an Employee or a Director, or
      to interfere with the right of any Employer to discipline or discharge
      the Participant at any time.

16.6  FURNISHING INFORMATION. A Participant or his or her Beneficiary will
      cooperate with the Committee by furnishing any and all information
      requested by the Committee and take such other actions as may be
      requested in order to facilitate the administration of the Plan and
      the payments of benefits hereunder, including but not limited to
      taking such physical examinations as the Committee may deem necessary.

16.7  TERMS. Whenever any words are used herein in the masculine, they shall be
      construed as though they were in the feminine in all cases where they
      would so apply; and whenever any words are used herein in the singular
      or in the plural, they shall be construed as though they were used in
      the plural or the singular, as the case may be, in all cases where
      they would so apply.

16.8  CAPTIONS. The captions of the articles, sections and paragraphs of this
      Plan are for convenience only and shall not control or affect the meaning
      or construction of any of its provisions.

16.9  GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
      construed and interpreted according to the internal laws of the State of
      Michigan without regard to its conflicts of laws principles.

16.10 Notice. Any notice or filing required or permitted to be given to the
      Committee under this Plan shall be sufficient if in writing and
      hand-delivered, or sent by registered or certified mail, to the address
      below:

                                   L. Perrigo Company
                                   -----------------------------------------
                                   515 Eastern Avenue
                                   -----------------------------------------
                                   Allegan, MI  49010
                                   Attn:  Treasurer
                                   -----------------------------------------

      Such notice shall be deemed given as of the date of delivery or, if
      delivery is made by mail, as of the date shown on the postmark on the
      receipt for registration or certification.

                                      -22-


<PAGE>


      Any notice or filing required or permitted to be given to a Participant
      under this Plan shall be sufficient if in writing and hand-delivered,
      or sent by mail, to the last known address of the Participant.

16.11 SUCCESSORS. The provisions of this Plan shall bind and inure to the
      benefit of the Participant's Employer and its successors and assigns and
      the Participant and the Participant's designated Beneficiaries.

16.12 SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse
      of a Participant who has predeceased the Participant shall
      automatically pass to the Participant and shall not be transferable by
      such spouse in any manner, including but not limited to such spouse's
      will, nor shall such interest pass under the laws of intestate
      succession.

16.13 VALIDITY. In case any provision of this Plan shall be illegal or
      invalid for any reason, said illegality or invalidity shall not affect
      the remaining parts hereof, but this Plan shall be construed and
      enforced as if such illegal or invalid provision had never been
      inserted herein.

16.14 INCOMPETENT. If the Committee determines in its discretion that a
      benefit under this Plan is to be paid to a minor, a person declared
      incompetent or to a person incapable of handling the disposition of
      that person's property, the Committee may direct payment of such
      benefit to the guardian, legal representative or person having the care
      and custody of such minor, incompetent or incapable person. The
      Committee may require proof of minority, incompetence, incapacity or
      guardianship, as it may deem appropriate prior to distribution of the
      benefit. Any payment of a benefit shall be a payment for the account of
      the Participant and the Participant's Beneficiary, as the case may be,
      and shall be a complete discharge of any liability under the Plan for
      such payment amount.

16.15 COURT ORDER. The Committee is authorized to make any payments directed
      by court order in any action in which the Plan or the Committee has
      been named as a party. In addition, if a court determines that a spouse
      or former spouse of a Participant has an interest in the Participant's
      benefits under the Plan in connection with a property settlement or
      otherwise, the Committee, in its sole discretion, shall have the right,
      notwithstanding any election made by a Participant, to immediately
      distribute the spouse's or former spouse's interest in the
      Participant's benefits under the Plan to that spouse or former spouse.

16.16 DISTRIBUTION IN THE EVENT OF TAXATION.

      (a) IN GENERAL. If, for any reason, all or any portion of a Participant's
          benefits under this Plan becomes taxable to the Participant prior to
          receipt, a Participant may petition the Committee before a Change in
          Control, or the trustee of the Trust after a Change in Control, for a
          distribution of that portion of his or her benefit that has become
          taxable. Upon the grant of such a petition, which grant shall not be
          unreasonably withheld (and, after a Change in Control, shall be
          granted), a Participant's Employer shall distribute to the Participant
          immediately available funds in an amount equal to the taxable portion
          of his or her benefit (which amount shall not exceed a Participant's
          unpaid vested Account Balance under the Plan). If the petition is
          granted, the tax liability distribution shall be made within


                                      -23-


<PAGE>



          90 days of the date when the Participant's petition is granted. Such a
          distribution shall affect and reduce the benefits to be paid under
          this Plan.

      (b) TRUST. If the Trust terminates in accordance with its terms and
          benefits are distributed from the Trust to a Participant in accordance
          therewith, the Participant's benefits under this Plan shall be reduced
          to the extent of such distributions.

16.17 INSURANCE. The Employers, on their own behalf or on behalf of the
      trustee of the Trust, and, in their sole discretion, may apply for and
      procure insurance on the life of the Participant, in such amounts and
      in such forms as the Trust may choose. The Employers or the trustee of
      the Trust, as the case may be, shall be the sole owner and beneficiary
      of any such insurance. The Participant shall have no interest
      whatsoever in any such policy or policies, and at the request of the
      Employers shall submit to medical examinations and supply such
      information and execute such documents as may be required by the
      insurance company or companies to whom the Employers have applied for
      insurance.

16.18 LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Company and
      each Employer is aware that upon the occurrence of a Change in Control,
      the Board or the board of directors of a Participant's Employer (which
      might then be composed of new members) or a shareholder of the Company
      or the Participant's Employer, or of any successor corporation might
      then cause or attempt to cause the Company, the Participant's Employer
      or such successor to refuse to comply with its obligations under the
      Plan and might cause or attempt to cause the Company or the
      Participant's Employer to institute, or may institute, litigation
      seeking to deny Participants the benefits intended under the Plan. In
      these circumstances, the purpose of the Plan could be frustrated.
      Accordingly, if, following a Change in Control, it should appear to any
      Participant that the Company, the Participant's Employer or any
      successor corporation has failed to comply with any of its obligations
      under the Plan or any agreement thereunder or, if the Company, such
      Employer or any other person takes any action to declare the Plan void
      or unenforceable or institutes any litigation or other legal action
      designed to deny, diminish or to recover from any Participant the
      benefits intended to be provided, then the Company and the
      Participant's Employer irrevocably authorize such Participant to retain
      counsel of his or her choice at the expense of the Company and the
      Participant's Employer (who shall be jointly and severally liable) to
      represent such Participant in connection with the initiation or defense
      of any litigation or other legal action, whether by or against the
      Company, the Participant's Employer or any director, officer,
      shareholder or other person affiliated with the Company, the
      Participant's Employer or any successor thereto in any jurisdiction.

IN WITNESS WHEREOF, the Company has signed this Plan document as of __________,
2001.


                                      -24-


<PAGE>


                                   "Company"
                                   L. Perrigo Company, a Michigan corporation



                                   By:
                                      -----------------------------------------
                                   Title:
                                         --------------------------------------


                                      -25-