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                                                                   EXHIBIT 10(l)










                      PERRIGO 2001 EXECUTIVE RETENTION PLAN



                            EFFECTIVE JANUARY 1, 2002




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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                PAGE
                                                                                                ----
<S>               <C>                                                                           <C>
Article 1         Definitions......................................................................1

Article 2         Selection, Enrollment and Eligibility............................................6
        2.1       Selection by Committee...........................................................6
        2.2       Enrollment Requirements..........................................................6
        2.3       Eligibility; Commencement of Participation.......................................6

Article 3         Forfeiture Lapse; Account Balance................................................6
        3.1       Forfeiture Lapse.................................................................6
        3.2       Forfeiture.......................................................................7

Article 4         Benefits.........................................................................7
        4.1       Retention Benefit................................................................7
        4.2       Employer Benefit.................................................................7
        4.3       Withholding and Payroll Taxes....................................................8

Article 5         Beneficiary......................................................................8
        5.1       Beneficiary......................................................................8
        5.2       Beneficiary Designation; Change; Spousal Consent.................................8
        5.3       Acknowledgment...................................................................9
        5.4       No Beneficiary Designation.......................................................9
        5.5       Doubt as to Beneficiary..........................................................9
        5.6       Discharge of Obligations.........................................................9

Article 6         Termination, Amendment or Modification of the Plan...............................9
        6.1       Termination, Amendment or Modification Prior to One Year
                  Before Change in Control.........................................................9
        6.2       Termination, Amendment or Modification Within One Year Before
                  Change in Control or Following Change in Control.................................9
        6.3       Termination of Plan Agreement...................................................10

Article 7         Other Benefits and Agreements...................................................10
        7.1       Coordination with Other Benefits................................................10

Article 8         Trust...........................................................................10
        8.1       Establishment of the Trust......................................................10
        8.2       Interrelationship of the Plan and the Trust.....................................10
        8.3       Accounts........................................................................11
</TABLE>



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<TABLE>
<S>               <C>                                                                             <C>
Article 9         Insurance Policies..............................................................12
        9.1       Policies........................................................................12
        9.2       Documents Required by Insurer...................................................12

Article 10        Administration..................................................................12
        10.1      Committee Duties................................................................12
        10.2      Agents..........................................................................12
        10.3      Binding Effect of Decisions.....................................................12
        10.4      Indemnity of Committee..........................................................13
        10.5      Employer Information............................................................13

Article 11        Claims Procedures...............................................................13
        11.1      Presentation of Claim...........................................................13
        11.2      Notification of Decision........................................................13
        11.3      Review of a Denied Claim........................................................14
        11.4      Decision on Review..............................................................14
        11.5      Legal Action....................................................................14

Article 12        Miscellaneous...................................................................15
        12.1      Unsecured General Creditor......................................................15
        12.2      Employer's Liability............................................................15
        12.3      Nonassignability................................................................15
        12.4      Not a Contract of Employment....................................................15
        12.5      Furnishing Information..........................................................15
        12.6      Terms...........................................................................15
        12.7      Captions........................................................................16
        12.8      Governing Law...................................................................16
        12.9      Validity........................................................................16
        12.10     Notice..........................................................................16
        12.11     Successors......................................................................16
        12.12     Spouse's Interest...............................................................16
        12.13     Incompetent.....................................................................16
        12.14     Distribution in the Event of Taxation...........................................17
        12.15     Legal Fees to Enforce Rights After Change in Control............................17
</TABLE>



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                                       iii

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                      PERRIGO 2002 EXECUTIVE RETENTION PLAN

                            EFFECTIVE JANUARY 1, 2002


                                     PURPOSE

               The purpose of this Plan is to provide financial incentives for a
select group of management and highly compensated employees of L. Perrigo
Company, a Michigan corporation, its subsidiaries, and certain subsidiaries of
its parent corporation Perrigo Company, a Michigan corporation, to provide
services to such companies both before and after certain Change in Control
events.


                           ARTICLE 1    DEFINITIONS

               For purposes hereof, unless otherwise clearly apparent from
the context, the following phrases or terms shall have the following indicated
meaning:

1.1     "Beneficiary" shall mean one or more persons, trusts, estates or other
        entities, designated in accordance with Article 5 below, that are
        entitled to receive benefits under this Plan upon the death of a
        Participant.

1.2     "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.

1.3     "Board" shall mean the Board of Directors of the Company.

1.4     "Change in Control" shall mean the date upon which the first of the
        following events occurs:

        (a)    Any "Person" or "Group" (as such terms are defined in Section
               13(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
               and the rules and regulations promulgated thereunder) that is or
               becomes the "Beneficial Owner" (within the meaning of Rule 13d-3
               under the Exchange Act), directly or indirectly, of securities of
               an Employer or the Parent, or of any entity resulting from a
               merger or consolidation involving the Employer or the Parent, of
               more than fifty percent (50%) of the combined voting power of the
               then outstanding securities of the Employer, the Parent or such
               entity.

        (b)    The individuals who, as of the time immediately following the
               election of directors at the Parent's 2001 Annual Meeting of
               Stockholders, are members of the board of directors of the Parent
               (the "Existing Directors"), cease, for any




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               reason, to constitute more than fifty percent (50%) of the number
               of authorized directors of the Parent as determined in the manner
               prescribed in the Parent's Articles of Incorporation and Bylaws;
               provided, however, that if the election, or nomination for
               election, by the Parent's stockholders of any new director was
               approved by a vote of at least fifty percent (50%) of the
               Existing Directors, such new director shall be considered an
               Existing Director; provided further, however, that no individual
               shall be considered an Existing Director if such individual
               initially assumed office as a result of either an actual or
               threatened "Election Contest" (as described in Rule 14a-11
               promulgated under the Exchange Act) or other actual or threatened
               solicitation of proxies by or on behalf of anyone other than the
               board of directors of the Parent (a "Proxy Contest"), including
               by reason of any agreement intended to avoid or settle any
               Election Contest or Proxy Contest.

        (c)    The consummation of (x) a merger, consolidation or reorganization
               to which an Employer or the Parent is a party, whether or not the
               Employer or the Parent is the Person surviving or resulting
               therefrom, or (y) a sale, assignment, lease, conveyance or other
               disposition of all or substantially all of the assets of the an
               Employer or the Parent, in one transaction or a series of related
               transactions, to any Person other than a wholly owned subsidiary
               (including lower tier subsidiaries) of the Parent, where any such
               transaction or series of related transactions as is referred to
               in clause (x) or clause (y) above in this subparagraph (c)
               (singly or collectively, a "Transaction") does not otherwise
               result in a "Change in Control" pursuant to subparagraph (a) of
               this definition of "Change in Control"; provided, however, that
               no such Transaction shall constitute a "Change in Control" under
               this subparagraph (c) if the Persons who were the stockholders of
               the Parent immediately before the consummation of such
               Transaction are the Beneficial Owners (within the meaning of Rule
               13d-3 under the Exchange Act), immediately following the
               consummation of such Transaction, of fifty percent (50%) or more
               of the combined voting power of the then outstanding voting
               securities and the value of the then outstanding equity
               securities of all classes (voting or non-voting) of the Person
               surviving or resulting from any merger, consolidation or
               reorganization referred to in clause (x) above in this
               subparagraph (c) or the Person to whom the assets of the Employer
               or the Parent are sold, assigned, leased, conveyed or disposed of
               in any transaction or series of related transactions referred to
               in clause (y) above in this subparagraph (c), in substantially
               the same proportions in which such Beneficial Owners held voting
               stock in the Parent immediately before such Transaction.

        (d)    The Parent or an Employer voluntarily files a petition for
               bankruptcy under Federal bankruptcy law, or an involuntary
               bankruptcy petition is filed against the Parent or an Employer
               under federal bankruptcy law, which involuntary petition is not
               dismissed within 120 days after the filing.



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        (e)    The Parent or an Employer makes a general assignment for the
               benefit of creditors.

        (f)    The Parent or an Employer seeks or consents to the appointment of
               a trustee, receiver, liquidator or similar person.

        Notwithstanding the foregoing, no transaction described in subparagraphs
        (a), (b) or (c) shall constitute a "Change in Control" if, in connection
        with such transaction, the board of directors of the Parent terminates
        the Rights Agreement, dated as of April 10, 1996, between Parent and
        State Street Bank & Trust Company, as Rights Agent (the "Rights Plan"),
        amends the Rights Plan to exempt such transaction from the application
        of the Rights Plan, or redeems the rights issued under the Rights Plan.
        With respect to Sections 1.4(d), (e) and (f) above, if the event
        described occurs only with respect to one or more Employers, but not the
        Parent, such event shall be a "Change in Control" only with respect to
        the Participants of that Employer or those Employers; if the event
        described occurs with respect to the Parent, it shall be a "Change in
        Control" with respect to all Employers.

1.5     "Claimant" shall have the meaning set forth in Section 11.1 below.

1.6     "Code" shall mean the Internal Revenue Code of 1986, as amended from
        time to time.

1.7     "Committee" shall mean the administrative committee appointed to manage
        and administer the Plan in accordance with the provisions of Article 10
        below.

1.8     "Company" shall mean L. Perrigo Company, a Michigan corporation.

1.9     "Disability" shall mean a period of disability during which a
        Participant qualifies for benefits under the Participant's Employer's
        long-term disability plan (if the Participant participates in such a
        plan), or, if a Participant does not participate in such a plan, a
        period of disability during which the Participant would have qualified
        for benefits under the Employer's long-term disability plan had the
        Participant been a participant in such a plan (determined in the sole
        discretion of the Committee), or, if there is no such plan, as
        determined in the sole discretion of the Committee.

1.10    "Employer" shall mean the Company and/or any of its subsidiaries or
        subsidiaries of the Parent that have been selected by the Board to
        participate in the Plan.

1.11    "Employer Benefit" shall mean the benefit set forth in Section 4.2
        below.

1.12    "Employer Death Benefit Account" shall mean the account described in
        Section 8.3(a)(iii).

1.13    "Forfeiture" shall mean a forfeiture of a Participant's rights to
        benefits under this Plan as set forth in Section 3.2 below.




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1.14    "Forfeiture Lapse Date" shall mean the date upon which a Participant's
        Retention Benefit is no longer subject to forfeiture in accordance with
        Section 3.1 below.

1.15    "Insurer" shall mean the insurance company or companies that issue one
        or more Policies.

1.16    "Parent" shall mean Perrigo Company, a Michigan corporation.

1.17    "Participant" shall mean any employee of an Employer (a) who is selected
        to participate in the Plan, (b) who elects to participate in the Plan,
        (c) who signs a Plan Agreement and a Beneficiary Designation Form, (d)
        whose signed Plan Agreement and Beneficiary Designation Form are
        accepted by the Committee, and (e) 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 any interest in 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.

1.18    "Participant's Account" shall mean an account maintained in accordance
        with Section 8.3(a)(i) below.

1.19    "Person" shall mean a natural person, partnership (whether general or
        limited and whether domestic or foreign), a domestic or foreign limited
        liability company, trust, estate, association, corporation, joint
        venture, unincorporated organization, custodian, governmental or
        regulatory body, agency or authority, nominee or any other individual or
        entity in its own or representative capacity.

1.20    "Plan" shall mean the Perrigo 2002 Executive Retention Plan, which is
        defined by this instrument and by each Plan Agreement, all as may be
        amended from time to time.

1.21    "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 shall provide
        for the entire benefit to which such Participant is entitled to under
        the Plan, and the Plan Agreement bearing the latest date of acceptance
        by the Committee shall govern such entitlement.

1.22    "Plan Year" shall begin on January 1 of each year and continue through
        December 31 of that year.

1.23    "Policy" or "Policies" shall mean the insurance policy or policies
        issued in the name of the Trustee in accordance with the terms and
        conditions of this Plan and each respective Plan Agreement.

1.24    "Retention Benefit" shall mean the benefit set forth in Section 4.1
        below.



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1.25    "Retirement", "Retire(s)" or "Retired" shall mean, with respect to a
        Participant, 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.

1.26    "Termination of Employment" shall mean the ceasing of employment with
        all Employers, voluntarily or involuntarily, for any reason other than
        Retirement, Disability or death. A leave of absence which is authorized
        by the Participant's Employer shall not be deemed to be a Termination of
        Employment under this Plan. Notwithstanding the foregoing, no
        Termination of Employment shall occur merely by reason of the transfer
        of employment of a Participant from an Employer to another Employer or
        to any Person in which the Company or the Parent controls, directly or
        indirectly, more than forty percent (40%) of the voting power or any
        subsidiary of the Company that is not an Employer (the
        "Non-Participating Entities"). Rather, such a Participant's Termination
        of Employment shall occur on the ceasing of the Participant's employment
        with all Non-Participating Entities and all Employers.

1.27    "Trust" shall mean the trust established pursuant to the Trust
        Agreement.

1.28    "Trust Agreement" shall mean that certain Trust Agreement, dated as of
        January 1, 2002 between the Company and the Trustee, as may be amended
        from time to time.

1.29    "Trustee" shall mean the trustee named in the Trust and any successor
        trustee.

1.30    "Years of Service" shall mean the total number of full years in which a
        Participant has been employed by or in the service of one or more
        Employers, including authorized paid or unpaid leaves of absences and
        leaves due to Disability. For purposes of this definition only, a year
        of employment or service 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 Participant's date of hire (or engagement) 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 AND ELIGIBILITY

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

2.2     ENROLLMENT REQUIREMENTS. As a condition to participation, each selected
        employee shall complete, execute and return to the Committee a Plan
        Agreement and a Beneficiary Designation Form. In addition, the
        Committee, in its sole discretion, shall establish from time to time
        such other enrollment requirements as it determines are necessary.




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2.3     ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an employee
        selected to participate in the Plan has met all enrollment requirements
        set forth in this Plan and required by the Committee, that employee
        shall commence participation in the Plan on the date specified by the
        Committee. If a selected employee fails to meet all such requirements
        prior to that date, that employee shall not be eligible to participate
        in the Plan until the completion of those requirements.


                                ARTICLE 3      FORFEITURE LAPSE; ACCOUNT BALANCE

3.1     FORFEITURE LAPSE.

        (a)    GENERAL RULE. Upon commencement of participation, each
               Participant shall have the Retention Benefit described in Section
               4.1, subject to forfeiture as provided in Section 3.2. If a
               Participant has not Retired, died, suffered a Disability or
               experienced a Termination of Employment prior to 90 days prior to
               a Change in Control, the Participant's Retention Benefit shall no
               longer be subject to forfeiture as of the later of (i) six months
               after the date of the Change in Control, or (ii) January 1 of the
               Plan Year following the Change in Control (the "Forfeiture Lapse
               Date").

        (b)    EARLY FORFEITURE LAPSE DATE. If at any time on or after 90 days
               prior to a Change in Control and prior to the Forfeiture Lapse
               Date a Participant Retires, dies, suffers a Disability or
               experiences an involuntarily termination of employment with all
               Employers, the Participant's (or the Participant's Beneficiary's
               in the event of the Participant's death) Retention Benefit shall
               no longer be subject to forfeiture on the later of (i) the date
               of the Change in Control or (ii) the date of such Retirement,
               death, Disability or involuntary termination of employment, and
               such date (rather than the later of (x) six months after the date
               of the Change in Control or (y) January 1 of the Plan Year
               following the Change in Control) shall be considered the
               "Forfeiture Lapse Date" for purposes of this Plan.

3.2     FORFEITURE. Notwithstanding Section 3.1 above, a Participant shall
        forfeit any right to benefits under this Plan if he or she:

        (a)    Retires, dies, suffers a Disability or experiences a Termination
               of Employment prior to 90 days prior to a Change in Control; or

        (b)    Voluntarily terminates his or her employment (other than by
               death, Retirement or Disability) with all of his or her Employers
               at any time on or after 90 days prior to the date of a Change in
               Control and prior to the later of (i) six months after the date
               of the Change in Control, or (ii) January 1 of the Plan Year
               following the Change in Control.


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                                 ARTICLE 4   BENEFITS

4.1     RETENTION BENEFIT.

        (a)    BENEFIT AND PAYMENT. The "Retention Benefit" shall be a dollar
               amount that is equal to the Participant's Account as of any given
               date. The Retention Benefit shall be calculated as of the payment
               date and shall be paid to the Participant, or his or her
               Beneficiary, within 90 days of the Forfeiture Lapse Date.

        (b)    PARTICIPANT'S ACCOUNT. Within 60 days of the end of each calendar
               year quarter (March 31, June 30, September 30, December 31), each
               Participant shall receive a statement setting forth the balance
               of his or her Participant's Account as of the end of such period.

4.2     EMPLOYER BENEFIT.

        (a)    ELIGIBILITY. The Participant's Employer shall be entitled to a
               contingent "Employer Benefit,"described in Section 4.2(b) below,
               if:

                   (i)       A Participant Retires, dies, suffers a Disability
                             or experiences a Termination of Employment prior to
                             90 days prior to a Change in Control;

                   (ii)      A Participant voluntarily terminates his or her
                             employment (other than by death, Retirement or
                             Disability) with all of his or her Employers at any
                             time on or after 90 days prior to the date of a
                             Change in Control and prior to the later of (i) six
                             months after the date of the Change in Control, or
                             (ii) January 1 of the Plan Year following the
                             Change in Control; or

                   (iii)     There is a positive balance in the Employer Death
                             Benefit Account.

         (b)   BENEFIT AND PAYMENT. The "Employer Benefit" shall be a dollar
               amount that is equal to the balance of a Participant's Account
               who forfeits his or her rights to such Participant's Retention
               Benefit, measured as of the date of payment. In the case of
               4.2(a)(iii), the Employer Benefit shall be an amount equal to the
               Employer Death Benefit Account. The Employer Benefit shall be
               paid to the Participant's Employer within 120 days following the
               event described in Section 4.2(a) above.

4.3     WITHHOLDING AND PAYROLL TAXES. The Trustee shall withhold from any
        and all benefit payments made under this Article 4, all federal, state
        and local income, employment, excise and other taxes required to be
        withheld in connection with the payment of benefits hereunder, in
        amounts to be determined in the sole discretion of the Trustee.


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                               ARTICLE 5     BENEFICIARY

5.1     BENEFICIARY. Each Participant shall have the right, at any time, to
        designate his or her Beneficiary (both primary as well as contingent) to
        receive any benefits payable under the Plan to a Beneficiary upon the
        death of a Participant.

5.2     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 before his or her death.

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

5.4     NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
        Beneficiary as provided in Sections 5.1, 5.2 and 5.3 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 shall be paid to the Participant's
        issue upon the principle of representation, and if there is no such
        issue, to the executor or personal representative of the Participant's
        estate.

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

5.6     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.



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                                    ARTICLE 6    TERMINATION, AMENDMENT OR
                            MODIFICATION OF THE PLAN

6.1     TERMINATION, AMENDMENT OR MODIFICATION PRIOR TO ONE YEAR BEFORE CHANGE
        IN CONTROL. Prior to one year before a Change in Control, each Employer
        reserves the right to terminate, amend or modify the Plan or any related
        Plan Agreement, in whole or in part, with respect to Participants whose
        services are retained by that Employer. Notwithstanding the foregoing,
        no termination, amendment or modification shall be effective to decrease
        or reduce a Participant's potential benefits under this Plan below the
        balance in his or her Participant's Account as of the effective date of
        the termination, amendment or modification, adjusted for investment
        gains and losses thereon.

6.2     TERMINATION, AMENDMENT OR MODIFICATION WITHIN ONE YEAR BEFORE CHANGE IN
        CONTROL OR FOLLOWING CHANGE IN CONTROL. Within one year before a Change
        in Control and thereafter ("No Change Period"), the Parent, the Company,
        any subsidiary of the Company, any Employer or any corporation, trust or
        other Person that succeeds to all or any substantial portion of the
        assets of any of the above described entities, shall not have the right
        to terminate, amend or modify the Plan and/or any Plan Agreement in
        effect prior to such Change in Control, and all benefits under the Plan
        and any such Plan Agreement shall thereafter be paid in accordance with
        the terms of the Plan and such Plan Agreement, as in effect immediately
        prior to the No Change Period. If the Plan is terminated, amended, or
        modified within the No Change Period, such termination, amendment or
        modification shall be considered void as of the date of the termination,
        amendment or modification. Any provision of this Plan or any Plan
        Agreement to the contrary shall be construed in accordance with this
        Section 6.2.

6.3     TERMINATION OF PLAN AGREEMENT. Absent the earlier termination,
        modification or amendment of the Plan, or a Participant's forfeiture of
        his or her benefits under this Plan, the Plan Agreement of any
        Participant shall terminate upon the full payment of the applicable
        benefit provided under Article 4.


                                    ARTICLE 7    OTHER BENEFITS AND AGREEMENTS

7.1     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. The Plan shall supplement and shall not
        supersede, modify or amend any other such plan or program except as may
        otherwise be expressly provided.




                                      -9-
<PAGE>

                                    ARTICLE 8    TRUST

8.1     ESTABLISHMENT OF THE TRUST; PREMIUMS. The Employers shall establish the
        Trust and shall at least annually transfer over to the Trust such assets
        as the Committee determines in its sole and absolute discretion. If
        directed by the Committee, the Employers shall pay any and all Policy
        premiums and other costs directly to the Insurer. In addition, if the
        Trust incurs any tax liability, the Employers shall contribute to the
        Trust sufficient funds to allow the Trustee to pay any such tax
        liability.

8.2     INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
        and each 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 Trustee, Participant and a Participant's
        Beneficiary as to the assets of the Trust. The Employers shall at all
        times remain liable to carry out their obligations under the Plan. The
        Employers and the Company shall cooperate with each other as is
        necessary to minimize the Trust's tax liability.

8.3     ACCOUNTS.

        (a)    The Trustee shall establish and maintain the following separate
               accounts:

               (i)      A "Participant's Account" for each Participant, to which
                        the Employers' contributions, or a portion thereof, and
                        earnings thereon shall be allocated, and the amount of
                        such Participant's Account (which can be expressed in
                        dollar terms or as an undivided percentage of the entire
                        Trust corpus) shall be used to calculate the Retention
                        Benefit or the Employer Benefit in accordance with this
                        Plan and the Trust;

               (ii)     An "Administrative Account" for the administrative
                        expenses of the Trust, to which a portion of the
                        Employers' contributions and earnings thereon may be
                        allocated to and held, the assets of which are to be
                        used to pay the administrative expenses, including all
                        taxes, of the Trust in accordance with the terms and
                        provisions of this Plan and the Trust; and

               (iii)    A "Employer Death Benefit Account" to which shall be
                        allocated the amount described in this subsection. In
                        the event of the death of an insured who is insured by a
                        Policy, the excess of (a) the death benefit received
                        from such Policy over (b) the cash surrender value of
                        such Policy as of the date immediately preceding the
                        death of the insured, shall be allocated to the Employer
                        Death Benefit Account. Such amount shall be distributed
                        as an Employer Benefit pursuant to Section 4.2(b).

        (b)    Prior to the date that is 90 days prior to a Change in Control,
               the Committee shall direct the Trustee in writing as to the
               allocation of the Employers' contributions, and earnings of the
               Trust, to the accounts described in Section 8.3(a)(i) & (ii)
               above as of the end of a calendar year quarter (March 31, June
               30, September 30, December 31) as soon as practicable after the
               end of such calendar year quarter. After a Change



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               in Control, the Trustee shall use the allocation set forth in the
               last quarterly statement received from the Committee prior to the
               date that is 90 days prior to a Change in Control, and shall
               allocate any change in the value of the assets in the Trust among
               the accounts based on the percentage interest in the assets of
               the Trust that each account had as of the date of such written
               statement, based on the fair market value of the assets in the
               Trust on the date of such written statement.

        (c)    Each of the accounts described in Section 8.3(a) above shall
               qualify for and be treated as separate shares under Code Section
               663(c).

                                    ARTICLE 9     INSURANCE POLICIES

9.1     POLICIES. The Committee may direct the Trustee in writing to acquire one
        or more Policies in the Trustee's name. Such direction shall include the
        Insurer, type of contract and amount. The Trustee shall be the sole and
        absolute owner and beneficiary of each Policy, with all rights of an
        owner and beneficiary, including without limitation, the right to
        surrender Policies for their cash surrender values and to take one or
        more loans against one or more Policies. Notwithstanding the foregoing,
        the Trustee shall exercise its ownership rights in each Policy only in
        accordance with the terms of this Plan, the respective Plan Agreements
        and the Trust.

9.2     DOCUMENTS REQUIRED BY INSURER. The Trustee, the Participant's Employer
        and the Participant shall sign such documents and provide such
        information as may be required from time to time by the Insurer.


                                    ARTICLE 10    ADMINISTRATION

10.1    COMMITTEE DUTIES. This Plan shall be administered by a Committee which
        shall consist of persons approved by the Board. Members of the Committee
        may be Participants under this Plan. The Committee shall also have the
        discretion and authority to direct the Trustee prior to a Change in
        Control with regard to any Plan matter, make, amend, interpret, and
        enforce all appropriate rules and regulations for the administration of
        this Plan and decide or resolve any and all questions including
        interpretations of this Plan, as may arise in connection with the Plan;
        provided however that any conflict between application of this Section
        and the Trust Agreement shall be resolved in favor of the Trust
        Agreement.

10.2    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, and may from time to time consult with counsel who may
        be counsel to any Employer.

10.3    BINDING EFFECT OF DECISIONS. Prior to a Change in Control, the decision
        or action of the Committee with respect to any question arising out of
        or in connection with the




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        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; provided
        however, that any conflict between the application of this Section and
        the Trust Agreement shall be resolved in favor of the Trust Agreement.

10.4    INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold harmless
        the members of the Committee 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 or any of its members.

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


                                    ARTICLE 11    CLAIMS PROCEDURES

11.1    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 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.

11.2    NOTIFICATION OF DECISION. The Committee shall consider a Claimant's
        claim within 60 days of receipt of that claim, 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)     the specific reference(s) to pertinent provisions of the
                        Plan upon which such denial was based;



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               (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 11.3 below.

11.3    REVIEW OF A DENIED CLAIM. Within 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 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.

11.4    DECISION ON REVIEW. The Committee shall render its decision on review
        promptly, and not later than 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.

11.5    LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
        this Article 11 is a mandatory prerequisite to a Claimant's right to
        commence any litigation with respect to any claim for benefits under
        this Plan.

                                    ARTICLE 12    MISCELLANEOUS

12.1    UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries, heirs,
        successors and assigns shall have no legal or equitable rights, interest
        or claims in any property or assets of an Employer. Any and all of an
        Employer's assets shall be, and remain, the general, unpledged and
        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.


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                                                                    CONFIDENTIAL
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12.2    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.

12.3    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 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
        declared to be, unassignable and non-transferable, except that the
        foregoing shall not apply to any family support obligations set forth in
        a court order. No part of the amounts payable shall, prior to actual
        payment, be subject to seizure or sequestration for the payment of any
        debts, judgments, alimony or separate maintenance owed by a Participant
        or any other person, nor be transferable by operation of law in the
        event of a Participant's or any other person's bankruptcy or insolvency.

12.4    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, with or without cause, unless expressly provided in
        a written employment agreement. Nothing in this Plan shall be deemed to
        give a Participant the right to be employed in the service of any
        Employer, or to interfere with the right of any Employer to discipline
        or discharge the Participant at any time.

12.5    FURNISHING INFORMATION. A Participant 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.

12.6    TERMS. 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.

12.7    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.

12.8    GOVERNING LAW. The provisions of this Plan shall be construed and
        interpreted according to the laws of the State of Michigan, without
        regard to principles of conflict of laws.

12.9    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 and invalid provision had never been inserted



                                      -14-
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        herein.

12.10   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, Michigan 49010
               Attention: Senior Vice President, Human Resources

        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.

        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.

12.11   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, the Participant's Beneficiaries, and their permitted
        successors and assigns.

12.12   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.

12.13   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, incompetency, 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.

12.14   DISTRIBUTION IN THE EVENT OF TAXATION. If, for any reason, all or any
        portion of a Participant's benefit under this Plan becomes taxable to
        the Participant prior to the Forfeiture Lapse Date, a Participant may
        petition the Committee, if prior to a Change in Control, or the Trustee,
        after a Change in Control, for a distribution of assets sufficient to
        meet the Participant's tax liability (including additions to tax,
        penalties and interest). Upon the grant of such a petition, which grant
        shall not be unreasonably withheld, the Trustee shall




                                      -15-
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        distribute to the Participant from the Trust immediately available funds
        in an amount equal to that Participant's federal, state and local tax
        liability associated with such taxation, which liability shall be
        measured by using that Participant's then current highest federal, state
        and local marginal tax rate, plus the rates or amounts for the
        applicable additions to tax, penalties and interest. If the petition is
        granted, the tax liability distribution shall be made within 90 days of
        the date when the Participant's petition is granted.

12.15   LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Company is
        aware that upon the occurrence of a Change in Control, the Board (which
        might then be composed of new members), or a shareholder of the Company,
        an Employer or of any successor corporation, might then cause or attempt
        to cause the Company, an Employer or such successor to refuse to comply
        with its obligations under the Plan and might cause or attempt to cause
        the Company or an 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, an Employer or the Committee has failed to
        comply with any of its obligations under the Plan or any agreement
        thereunder or, if the Company, an Employer or any other person takes any
        action to declare the Plan or the Trust void or unenforceable or
        institutes any litigation or other legal action designed to deny,
        diminish or to recover from any Participant or Beneficiary the benefits
        intended to be provided, including without limitation the assets in the
        Trust, then the Company and the Employer of the Participant (or the
        former Employer of a deceased Participant in the case of a Beneficiary)
        irrevocably authorizes such person to retain counsel of his or her
        choice at the expense of the Company and such Employer (who shall be
        jointly and severally liable) to represent such person in connection
        with the initiation or defense of any litigation or other legal action,
        whether by or against the Company, the Employer, the Committee, or any
        director, officer, shareholder or other person affiliated with the
        Company or any successor thereto in any jurisdiction.



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        IN WITNESS WHEREOF the Company has signed this Plan document as of
January 1, 2002.

                                          L. PERRIGO COMPANY,
                                          a Michigan corporation



                                          By:
                                             -----------------------------------

                                             Its:
                                                 -------------------------------









                                      -17-