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                                                                   EXHIBIT 10(l)





                                 PERRIGO COMPANY

                     RESTRICTED STOCK PLAN FOR DIRECTORS II




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                                 PERRIGO COMPANY
                       RESTRICTED STOCK PLAN FOR DIRECTORS

SECTION 1.   PURPOSE

     Perrigo Company (the "Company") has established the Perrigo Company
Restricted Stock Plan For Directors II (the "Plan"). The Plan is intended to
attract and retain the services of experienced and knowledgeable non-employee
directors to serve on the Board of Directors of the Company and to provide
additional incentive for such directors to work for the best interest of the
Company and its shareholders through ownership of its Common Stock.

SECTION 2.   DEFINITIONS

     Award: Any grant of Restricted Shares made pursuant to the terms of the
Plan.

     Board: The Board of Directors of the Company or, in the context of Plan
administrative matters, any committee designated by such Board of Directors to
administer the Plan pursuant to Section 3.

     Change in Control: A Change in Control shall be deemed to have occurred as
of the date on which any Person (as that term is defined in Section 2(2) of the
Securities Act of 1933 and Section 13(4)(3) of the Securities Exchange Act of
1934, as hereafter amended from time to time) who is not a shareholder of the
Company on the date of adoption of the Plan, acquires or otherwise becomes the
owner of voting stock of the Company, which, together with all other voting
stock of the Company then owned by such Person, represents fifty percent (50%)
or more of the then issued and outstanding voting stock of the Company or (ii)
the composition of the Board is changed such that a majority of the members of
the Board is comprised of individuals who are neither incumbent members on the
date of adoption of the Plan nor nominated or appointed by a majority of such
incumbent members or their nominees.

     Code: The Internal Revenue Code of 1986, as amended.

     Common Stock: The Common Stock of the Company, without par value, or such
other class of shares or other securities as may be applicable pursuant to the
provisions of Section 7.

     Company: Perrigo Company and any successor thereto.

     Disability or Disabled: Permanently and totally disabled as defined in Code
Section 22(e)(3), and as determined in each instance by the Board.

     Fair Market Value: The average of the highest price and the lowest price at
which the Common Stock is traded on the most recent date on which the Common
Stock is traded prior to the date of determination, as reported on the NASDAQ
National Market.

     Participant: Each nonemployee member of the Board to whom Restricted Shares
are granted under the Plan.


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     Plan: Perrigo Company Restricted Stock Plan For Directors, as amended from
time to time.

     Restricted Shares: Shares of Common Stock issued subject to the
restrictions set forth in Section 5.

SECTION 3.   ADMINISTRATION

     The Plan shall be administered by the Board or by a committee of the Board
designated to administer the Plan by the entire Board. Any committee of the
Board designated to administer the Plan shall consist of not less than three
directors of the Company. To the extent required to comply with Rule 16b-3 under
the Securities Exchange Act of 1934, each member of any such committee shall
qualify as a "nonemployee director," as defined therein. As used herein in the
context of Plan administrative matters, "Board" shall mean and include the Board
of Directors of the Company and any committee designated by the Board to
administer the Plan. The Board shall have the authority to construe and
interpret the Plan and to establish, amend, and waive rules and regulations for
its administration. Subject to the provisions of the Plan, Awards may be subject
to such provisions as the Board shall deem advisable, and may be amended by the
Board from time to time, provided that no such amendment may adversely affect
the rights of the holder of an Award without such holder's consent.

     The interpretation and construction by the Board of any provisions of the
Plan or of any Restricted Shares granted under the Plan shall be final. No
member of the Board or officer of the Company shall be liable for any action or
determination made in good faith with respect to the Plan. All actions taken by
the Board with respect to any Restricted Shares granted pursuant to the Plan
shall be conclusively binding on the Company and Plan Participants.

SECTION 4.   COMMON STOCK SUBJECT TO PLAN

     Subject to Section 7, the aggregate shares of Common Stock that may be
issued under the Plan shall not exceed 25,000. In the event of a lapse,
expiration, termination, forfeiture or cancellation of any Award granted under
the Plan without the issuance of unrestricted shares, the Common Stock subject
to or reserved for such Award may be used again for a new Award hereunder;
provided that in no event may the number of shares of Common Stock issued
hereunder exceed the total number of shares reserved for issuance.

SECTION 5.   RESTRICTED SHARE AWARDS

     (a) Grant of Restricted Shares. Restricted Shares under the Plan are grants
of Common Stock which, subject to the terms of this Section 5 and the discretion
of the Board to vary the terms of Restricted Shares granted to any Participant,
will be granted and vest in accordance with the following conditions:

             (i) As of the date of each annual meeting of the Board (beginning
with the meeting held on October 30, 2000), each continuing non-employee
director shall be granted Ten


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Thousand Dollars ($10,000) worth of Restricted Shares, based on the Fair Market
Value of the Common Stack on such date, rounded to the nearest whole number of
Restricted Shares.

             (ii) Subject to Sections 6 and 9, the Restricted Shares granted to
each Participant shall became vested (i.e., the restrictions shall lapse) on the
date of the next annual meeting of the Board (after the meeting on which the
Restricted Shares are granted) on which the Participant's existing term as a
Board member is set to expire.

     (b) Other Terms and Conditions of Restricted Shares. Restricted Shares
granted under the Plan shall be subject to the following additional terms and
conditions:

             (i) Restricted Shares may not be sold, assigned, transferred,
pledged or otherwise encumbered, except as provided in Section 10(e), until the
lapse of the restriction period described in subsection (a)(ii) above. Except
for such restrictions, the Participant, as owner of such shares, shall have all
the rights of a shareholder, including, but not limited to, the right to vote
such shares and, except as otherwise provided by the Board, the right to receive
all dividends paid on such shares.

             (ii) Each certificate issued relating to Awards of Restricted
Shares granted under the Plan shall be registered in the name of the Participant
and, at the discretion of the Board, each such certificate may be deposited in a
Bank designated by the Board. Each such certificate shall bear the following (or
a similar) legend:

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

             (iii) Subject to the limitations of the Plan, at the end of
restriction period set forth in subsection (a)(ii) above, such Restricted Shares
may be transferred free of all restrictions to the Participant (or his or her
legal representative, beneficiary or heir).

SECTION 6.   TERMINATION OF BOARD MEMBERSHIP

     If the Participant's Board membership ceases prior to the end of the
restriction period set forth in Section 5(a)(ii), all unvested Restricted Shares
shall be forfeited, unless such termination occurs upon the Participant's
Disability or death, in either of which case all unvested Restricted Shares
shall become fully vested.

SECTION 7.   ADJUSTMENT PROVISIONS

     In the event of a stock split, stock dividend, recapitalization,
reclassification or combination of shares, merger, sale of assets or similar
event, the Board shall adjust equitably the number and class of shares or other
securities that are reserved for issuance under the Plan, and



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the number and class of shares or other securities that have not been issued
under outstanding Awards.

SECTION 8.   TERM

     The Plan shall be deemed adopted and shall become effective for stock
grants awarded for fiscal years 2001, 2002, and 2003, and shall terminate after
the grant of stock at the annual meeting of the Board in 2003 or when no Common
Stock remains available for issuance under Section 4, whichever occurs first.

SECTION 9.   CHANGE IN CONTROL

     In the event of a Change in Control, all Awards shall vest immediately in
each Participant.

SECTION 10.  GENERAL PROVISIONS

     (a) Board Membership. Nothing in the Plan nor in any instrument executed
pursuant hereto shall confer upon any outside director any right to continue as
a director of the Company or shall affect the right of the shareholders of the
Company to vote against the reelection of an outside director or of the Board to
remove an outside director in the manner permitted by the By-laws of the
Company.

     (b) Legality of Issuance of Shares. No Common Stock shall be issued
pursuant to an Award unless and until all legal requirements applicable to such
issuance have been satisfied.

     (c) Ownership of Common Stock Allocated to Plan. No Participant
(individually or as a member of a group), and no beneficiary or other person
claiming under or through such Participant, shall have any right, title or
interest in or to any Common Stock allocated or reserved for purposes of the
Plan or subject to any Award, except as to shares of Common Stock, if any, as
shall have been issued to such individual.

     (d) Governing Law. The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the state of Michigan.

     (e) Exception to Nontransferability of Awards. Under such rules and
procedures as the Board may establish, the holder of an Award may transfer such
Award to members of the holder's immediate family (i.e., children, grandchildren
and spouse) or to one or more trusts for the benefit of such family members or
to partnerships in which such family members are the only partners, provided
that (i) the agreement, if any, with respect to such Awards, expressly so
permits or is amended to so permit, (ii) the holder does not receive any
consideration for such transfer, and (iii) the holder provides such
documentation or information concerning any such transfer or transferee as the
Board may reasonably request. Any Award held by any transferee shall be subject
to the same terms and conditions that applied immediately prior to its transfer.
The Board may also amend the agreements applicable to any outstanding Awards to
permit such


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transfers. Any Award not granted pursuant to any agreement expressly permitting
its transfer or amended expressly to permit its transfer shall not be
transferable.

     (f) Forfeiture of Awards. Except for an Award that becomes vested pursuant
to a Change in Control, as described in Section 9, the Board may immediately
forfeit an unvested Award if the holder competes with the Company or engages in
conduct that, in the opinion of the Board, adversely affects the Company.

     (g) Agreement. The specific terms of each Award shall be set forth in an
agreement signed by the Participant and an authorized representative of the
Company.

     (h) Acceptance of Awards. The acceptance of an Award by a Participant shall
be deemed to indicate the acceptance by the Participant and ratification of, and
consent to, any action taken under the Plan by the Company or the Board.

SECTION 11.  AMENDMENT OR DISCONTINUANCE OF THE PLAN

     The Plan may be amended or discontinued by the Board from time to time,
provided that no such amendment or discontinuance of the Plan shall adversely
affect any Award theretofore granted without the consent of the holder thereof.












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