<PAGE>

PERRIGO COMPANY
Nonqualified Deferred Compensation Plan

                AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2007

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
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/PROFIT SHARING/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   Annual Profit Sharing Amount....................................     9
   3.8   Investment of Trust Assets......................................     9
   3.9   Vesting.........................................................     9
   3.10  Crediting/Debiting of Account Balances..........................    10
   3.11  FICA and Other Taxes............................................    11
ARTICLE 4 SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES;
         WITHDRAWAL ELECTION.............................................    12
   4.1   Short-Term Payout...............................................    12
   4.2   Other Benefits Take Precedence Over Short-Term..................    12
   4.3   Withdrawal Payout/Suspensions for Unforeseeable Financial
         Emergencies.....................................................    12
</TABLE>


                                       -i-

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<TABLE>
<S>                                                                         <C>
ARTICLE 5 TERMINATION BENEFIT............................................    13
   5.1   Termination Benefit.............................................    13
   5.2   Payment of Termination Benefit..................................    13
   5.3   Death Prior to Completion of Termination Benefit................    13
ARTICLE 6 SURVIVOR BENEFITS..............................................    14
   6.1   Survivor Benefits...............................................    14
   6.2   Payment of Survivor Benefit.....................................    14
ARTICLE 7 DISABILITY BENEFIT.............................................    14
   7.1   Disability Benefit..............................................    14
ARTICLE 8 BENEFICIARY DESIGNATION........................................    14
   8.1   Beneficiary.....................................................    14
   8.2   Beneficiary Designation; Change.................................    14
   8.3   Acknowledgment..................................................    14
   8.4   No Beneficiary Designation......................................    15
   8.5   Doubt as to Beneficiary.........................................    15
   8.6   Discharge of Obligations........................................    15
ARTICLE 9 LEAVE OF ABSENCE...............................................    15
   9.1   Paid Leave of Absence...........................................    15
   9.2   Unpaid Leave of Absence.........................................    15
ARTICLE 10 TERMINATION, AMENDMENT OR MODIFICATION........................    15
   10.1  Termination.....................................................    15
   10.2  Amendment.......................................................    16
   10.3  Plan Agreement..................................................    16
   10.4  Effect of Payment...............................................    16
ARTICLE 11 ADMINISTRATION................................................    16
   11.1  Committee Duties................................................    16
   11.2  Administration Upon Change In Control...........................    17
   11.3  Agents..........................................................    17
</TABLE>


                                      -ii-

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<TABLE>
<S>                                                                         <C>
   11.4  Binding Effect of Decisions.....................................    17
   11.5  Indemnity of Committee..........................................    17
   11.6  Employer Information............................................    17
ARTICLE 12 OTHER BENEFITS AND AGREEMENTS.................................    18
   12.1  Coordination with Other Benefits................................    18
ARTICLE 13 CLAIMS PROCEDURES.............................................    18
   13.1  Presentation of Claim...........................................    18
   13.2  Notification of Decision........................................    18
   13.3  Review of a Denied Claim........................................    18
   13.4  Decision on Review..............................................    19
   13.5  Legal Action....................................................    19
ARTICLE 14 TRUST.........................................................    19
   14.1  Establishment of the Trust......................................    19
   14.2  Interrelationship of the Plan and the Trust.....................    19
   14.3  Distributions From the Trust....................................    19
ARTICLE 15 MISCELLANEOUS.................................................    20
   15.1  Status of Plan..................................................    20
   15.2  Unsecured General Creditor......................................    20
   15.3  Employer's Liability............................................    20
   15.4  Nonassignability................................................    20
   15.5  Not a Contract of Employment....................................    20
   15.6  Furnishing Information..........................................    20
   15.7  Terms...........................................................    21
   15.8  Captions........................................................    21
   15.9  Governing Law...................................................    21
   15.10 Notice..........................................................    21
   15.11 Successors......................................................    21
   15.12 Spouse's Interest...............................................    21
   15.13 Validity........................................................    21
</TABLE>


                                      -iii-

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<TABLE>
<S>                                                                         <C>
   15.14 Incompetent.....................................................    21
   15.15 Court Order.....................................................    22
   15.16 Insurance.......................................................    22
   15.17 Legal Fees To Enforce Rights After Change in Control............    22
</TABLE>


                                      -iv-
<PAGE>

                                 PERRIGO COMPANY
                  2005 NONQUALIFIED DEFERRED COMPENSATION PLAN
                As Amended and Restated Effective January 1, 2007

                                     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
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.

     This Plan was established effective January 1, 2005 to be a replacement for
the L. Perrigo Company Deferred Compensation Plan, effective July 1, 2001, which
was frozen to new deferrals effective December 31, 2004 due to the enactment of
the American Jobs Creation Act of 2004, and is intended to satisfy the
requirements of Code Section 409A, and applicable guidance issued thereunder.
The following provisions constitute an amendment and restatement of the Plan
effective January 1, 2007.

                                    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, (iii) the Company
     Matching Account balance, and (iv) the Company Profit Sharing 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


                                      -1-

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     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.

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 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  "Annual Profit Sharing Amount" shall mean, for any Plan Year, the amount
     determined in accordance with Section 3.7.

1.8  "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


                                      -2-

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     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.

1.9  "Beneficiary" shall mean one or more persons, trusts, estates or other
     entities, designated in accordance with Article 8, that are entitled to
     receive benefits under this Plan upon the death of a Participant.

1.10 "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.

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

1.12 "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 more than fifty percent (50%) of the then issued and
     outstanding voting stock of the Company or Perrigo, or (ii) a majority of
     the Company's or Perrigo's Board of Directors is replaced during any
     12-month period by directors whose appointment or election is not endorsed
     by a majority of the Company's or Perrigo's, as applicable, directors prior
     to the date of the appointment or election. The foregoing definition of
     Change in Control shall be construed and interpreted consistent with
     Section 409A of the Code.

1.13 "Claimant" shall have the meaning set forth in Section 13.1.

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

1.15 "Committee" shall mean the committee described in Article 11.

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


                                      -3-

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1.17 "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.

1.18 "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.

1.19 "Company Profit Sharing Account" shall mean i) the sum of all of a
     Participant's Annual Profit Sharing 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 Profit Sharing 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
     Profit Sharing Account.

1.20 "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 that any distribution to be paid to a
     Participant would not be deductible by the Employer solely by reason of the
     limitations under Code Section 162(m), then, to the extent permitted under
     Code Section 409A, the Employer shall defer all or the portion of such
     distribution that is not deductible. Any amounts deferred pursuant to this
     limitation shall continue to be credited/debited with additional amounts in
     accordance with Section 3.10 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 in the Company's first taxable year in
     which the Company reasonably anticipates such amount shall be not be
     subject to the Deduction Limit or on the earliest of (i) the effective date
     of a Change in Control, or (ii) during the period beginning on the
     Participant's


                                      -4-

<PAGE>

     Termination of Employment and ending on the later of the last day of the
     Company's taxable year in which the Participant's Termination of Employment
     occurs or the date which is 2-1/2 months after the Participant's
     Termination of Employment. Notwithstanding anything to the contrary in this
     Plan, the Deduction Limitation shall not apply to any distributions made
     after a Change in Control.

1.21 "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.

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

1.23 "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.

1.24 "Disability" shall mean that the Participant is, by reason of any medically
     determinable physical or mental impairment which can be expected to result
     in death or can be expected to last for a continuous period of not less
     than 12 months, receiving disability benefits under the Participant's
     Employer's long-term disability plan for a period of not less than three
     months. If a Participant does not participate in such a long term
     disability plan, then Disability shall mean that the Participant is unable
     to engage in any substantial gainful activity by reason of any medically
     determinable physical or mental impairment which can be expected to result
     in death or can be expected to last for a continuous period of not less
     than 12 months, as determined in the sole discretion of the Committee.

1.25 "Disability Benefit" shall mean the benefit set forth in Article 7.

1.26 "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.

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


                                      -5-

<PAGE>

1.28 "Employer(s)" shall mean the Company and its 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.

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

1.30 "401(k) Plan" shall mean the Perrigo Company Profit-Sharing and Investment
     Plan, as amended from time to time.

1.31 "Participant" shall mean any Employee or Director (i) who is paid through a
     United States payroll, (ii) who is selected to participate in the Plan,
     (iii) who elects to participate in the Plan, (iv) who signs a Plan
     Agreement, an Election Form and a Beneficiary Designation Form, (v) whose
     signed Plan Agreement, Election Form and Beneficiary Designation Form are
     accepted by the Committee, (vi) who commences participation in the Plan,
     and (vii) 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.

1.32 "Plan" shall mean the Perrigo Company 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.

1.33 "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, 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.

1.34 "Plan Year" shall mean a period beginning on January 1 of each calendar


                                      -6-

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     year and continuing through December 31 of such calendar year.

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

1.36 "Survivor Benefit" shall mean the benefit set forth in Article 6.

1.37 "Termination Benefit" shall mean the benefit set forth in Article 5.

1.38 "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. A Participant on a bona fide authorized
     leave of absence shall not be deemed to have a Termination of Employment
     provided that such leave does not exceed six months or, if longer, so long
     as the Participant's right to reemployment with the Employer is provided
     either by statute or by contract. If the period of leave exceeds six
     months, and the Participant's right to reemployment is not provided either
     by statute or by contract, the Participant shall be deemed to have a
     Termination of Employment on the first date immediately following such six
     month period. Whether a Participant has incurred a Termination of
     Employment shall be determined consistent with Code Section 409A and
     applicable regulations and other guidance issued thereunder.

1.39 "Trust" shall mean one or more trusts, if any, established by the Employer
     to assist the Employer in meeting it obligations under the Plan in
     accordance with Section 14.1.

1.40 "Unforeseeable Financial Emergency" shall mean a severe financial hardship
     of the Participant or Beneficiary resulting from an illness or accident of
     the Participant or Beneficiary or such person's spouse or dependent (as
     defined in section 152(a) of the Code), loss of the Participant's or
     Beneficiary's property due to casualty (including the need to rebuild a
     home following damage to a home not otherwise covered by insurance, for
     example, not as a result of a natural disaster), or other similar
     extraordinary and unforeseeable circumstances arising as a result of events
     beyond the control of the Participant or Beneficiary, all as determined in
     the sole discretion of the Committee. Events constituting an Unforeseeable
     Financial Emergency may include the imminent foreclosure of or evection
     from the Participant's or Beneficiary's primary residence, the need to pay
     for medical expenses, and the need to pay for funeral expenses of a spouse
     or a dependent. The payment of college tuition and the purchase of a home
     are not Unforeseeable Financial Emergencies.


                                      -7-

<PAGE>

                                    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. The Committee may, in
     its sole discretion, provide that an Employee or class of Employees may not
     make voluntary deferrals under the Plan, in which case, such Employee or
     class of Employees shall only be eligible for the Annual Profit Sharing
     Amount and Annual Company Contribution Amount, if applicable.

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 (if eligible to make voluntary deferrals)
     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 prevent the Participant from making


                                      -8-

<PAGE>

     future deferral elections and to take such other action as it deems
     necessary or appropriate, which may include segregation of the
     Participant's Account from the Plan or termination of participation in the
     Plan.

                                    ARTICLE 3
       DEFERRAL COMMITMENTS/ COMPANY CONTRIBUTION/COMPANY MATCHING/PROFIT
                        SHARING/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, 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:

<TABLE>
<CAPTION>
                     MAXIMUM
     DEFERRAL         AMOUNT
     --------        -------
<S>                  <C>
Base Annual Salary      80%
Annual Bonus           100%
Directors Fees         100%
</TABLE>


                                      -9-

<PAGE>

     Notwithstanding the foregoing, if a Participant first becomes a Participant
     after the first day of a Plan Year, 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. If the
          Participant first become eligible for the Plan on other than the first
          day of a Plan Year, the Participant may make a deferral election for
          the Plan Year within the 30 day period after the date the Participant
          become eligible for 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 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.

     (c)  SPECIAL ELECTION PERIOD FOR ANNUAL BONUS. If the Committee determines
          that Annual Bonus eligible for deferral satisfies the requirements of
          "performance based compensation" within the meaning of Code Section
          409A, then any election to defer such Annual Bonus must be made no
          later than the date which is six months prior to the end of the
          performance period. If the Committee determines that any Annual Bonus
          eligible for deferral under the Plan does not satisfy the requirements
          of performance based compensation,


                                      -10-

<PAGE>

          then any election to defer such Annual Bonus must be made no later of
          the last day of the Employer's fiscal year preceding the fiscal year
          which contains the first day of the performance period to which such
          Annual Bonus relates. Any deferral of Annual Bonus shall be made in
          accordance with the rules and procedures established by the Committee.

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.

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.

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 with an amount equal to the following:

     (a)  the difference between (i) the matching contribution the Employer
          contributed on behalf of such Employee Participant under the 401(k)
          Plan during such Plan Year and (ii) the matching contribution 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


                                      -11-

<PAGE>

          extent allowable under the limitations applicable to the 401(k) Plan;
          and

     (b)  an additional amount equal to the amount of matching contributions
          that would have been contributed by the Employer to the 401(k) Plan if
          the Participant's Annual Deferral Amount with respect to compensation
          (within the meaning of the 401(k) Plan) that exceeds the Code Section
          401(a)(17) limit for the Plan Year had instead been contributed to the
          401(k) Plan.

     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 maximum amount permitted pursuant to the terms of the 401(k)
     Plan.

3.7  ANNUAL PROFIT SHARING AMOUNT. For each Plan Year during which the Company
     maintains the 401(k) Plan, the Employer shall credit each eligible
     Participant's Company Profit Sharing Account with an amount equal to the
     difference between (i) the profit sharing contribution the Participant
     would have been eligible to receive under the 401(k) Plan for a Plan Year,
     determined without regard to the limitations of Sections 401(a)(17) or 415
     of the Code or deferrals under this Plan, and (ii) the actual profit
     sharing contribution credited to such Participant's account under the
     401(k) Plan for the Plan Year. The Annual Profit Sharing Amount, if any,
     shall be credited as of the last day of the applicable Plan Year.

3.8  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.


                                      -12-
<PAGE>

3.9  VESTING.

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

     (b)  A Participant shall at all times be 100% vested in his or her Company
          Profit Sharing Account.

     (c)  The Committee, in its sole discretion, will determine the vesting
          schedule, if any, applicable to a Participant's Company Contribution
          Account.

     (d)  The Committee, in its sole discretion, shall determine the vesting
          schedule, if any, applicable to a Participant's Company Matching
          Account.

     (e)  Notwithstanding anything to the contrary contained in this Section
          3.9, 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
          subsections (a) and (b) above).

     (f)  Notwithstanding subsection (c), the vesting schedule, if any, 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.

3.10 CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject


                                      -13-

<PAGE>

     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 3.10(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 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
          3.10(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 date determined by the
          Committee, in its sole discretion.

     (d)  CREDITING OR DEBITING METHOD. The performance of each elected
          Measurement Fund (either positive or negative) will be determined by


                                      -14-

<PAGE>

          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.

3.11 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 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 3.11.

     (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


                                      -15-

<PAGE>

          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
          3.11.

     (c)  ANNUAL PROFIT SHARING AMOUNTS. For each Plan Year in which an Annual
          Profit Sharing Amount is credited to a Participant, the Participant's
          Employer(s) shall 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 Profit Sharing Amount. If
          necessary, the Committee may reduce the Annual Profit Sharing Amount
          in order to comply with this Section 3.11.

     (d)  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 3.10
     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


                                      -16-

<PAGE>

     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 2005 Plan
     Year, the first time the three year Short-Term Payout could become payable
     would be after the end of the 2008 Plan Year.

4.2  OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM. Should an event occur that
     triggers a benefit under Article 5, 6 or 7, 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.

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 (to the extent the Committee
     determines such suspension is permissible under Code Section 409A) 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 plus
     amounts necessary to pay taxes reasonably anticipated as a result of the
     distribution, after taking into account the extent to which such hardship
     is or may be relieved through reimbursement or compensation by insurance or
     otherwise by liquidation of the Participant's assets (to the extent the
     liquidation of such assets would not itself cause severe financial
     hardship). 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.


                                      -17-

<PAGE>

                                    ARTICLE 5
                               TERMINATION BENEFIT

5.1  TERMINATION BENEFIT. Subject to the Deduction Limitation, following a
     Participant's Termination of Employment for any reason other than death,
     the Participant shall be entitled to receive a Termination Benefit equal to
     the Participant's vested Account Balance.

5.2  PAYMENT OF TERMINATION BENEFIT. A Participant, in connection with his or
     her commencement of participation in the Plan, shall elect on an Election
     Form to receive the Termination Benefit in a lump sum or pursuant to an
     Annual Installment Method of up to 15 years. 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 new Election Form (i) shall be made at least 12 months in advance
     of the originally-scheduled distribution date and may not take effect for
     at least 12 months after the date the new election is made, (ii) shall not
     accelerate the time or schedule of any payment, except as permitted under
     Treasury regulations, and (iii) except with respect to distributions on
     account of death, Disability or Unforeseeable Financial Emergency, shall
     provide for an additional deferral period that is not less than 5 years
     from the date distribution would have otherwise been made. For purposes of
     applying the rules in the preceding sentence, installment payments shall be
     treated as a single payment to be made on the date the first installment is
     to commence. The Election Form which satisfies the foregoing requirements
     most recently filed with the Committee shall govern the payout of the
     Termination Benefit. If a Participant does not make any election with
     respect to the payment of the Termination Benefit, then the Participant
     shall be deemed to have elected to have such benefit paid in a lump sum.
     Despite the foregoing, if the Participant's vested Account Balance at the
     time of his or her Termination of Employment is less than the limit then in
     effect under Code Section 402(g)(1)(B), payment of the Termination Benefit
     will be made in a lump sum. The lump sum payment shall be made, or
     installment payments shall commence, as of the first day of the seventh
     month following the date of such Termination of Employment. This Section
     5.2 shall be construed and interpreted consistent with Code Section 409A,
     and regulations promulgated and other applicable guidance issued
     thereunder.

5.3  DEATH PRIOR TO COMPLETION OF TERMINATION BENEFIT. If a Participant dies
     after commencing his or her Termination Benefit but before the Termination


                                      -18-

<PAGE>

     Benefit is paid in full, the Participant's unpaid payments shall continue
     and shall be paid to the Participant's Beneficiary 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.

                                    ARTICLE 6
                                SURVIVOR BENEFITS

6.1  SURVIVOR BENEFITS. If the Participant dies before he or she commences
     payment under the Plan, the Participant's Beneficiary shall receive a
     Survivor Benefit equal to the Participant's vested Account Balance.

6.2  PAYMENT OF SURVIVOR BENEFIT. The Survivor Benefit shall be paid to the
     Participant's Beneficiary in a lump sum payment as soon as administratively
     practicable, but in no event later than the last day of the Plan Year in
     which the Participant's death occurs or, if later, by the 15th day of the
     third month following the Participant's death.

                                    ARTICLE 7
                               DISABILITY BENEFITS

7.1  DISABILITY BENEFIT. A Participant suffering a Disability shall be entitled
     to receive a Disability Benefit equal to the Participant's vested Account
     Balance. The Disability Benefit shall be paid in the same form as elected
     by the Participant for his or her Termination Benefit. Such payment shall
     be made or commence within sixty (60) days following the date of such
     Disability. Any payment made shall be subject to the Deduction Limitation.
     This Section 8.2 shall be construed and interpreted consistent with Code
     Section 409A and applicable Treasury guidance.

                                    ARTICLE 8
                             BENEFICIARY DESIGNATION

8.1  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


                                      -19-

<PAGE>

     Employer in which the Participant participates.

8.2  BENEFICIARY DESIGNATION; CHANGE. 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. 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.

8.3  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.

8.4  NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
     Beneficiary as provided in Sections 8.1, 8.2 and 8.3 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.

8.5  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.

8.6  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.


                                      -20-

<PAGE>

                                    ARTICLE 9
                                LEAVE OF ABSENCE

9.1  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 then, subject to the provisions of Section 1.39 (relating
     to leaves of absence which extend beyond six months), 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.

9.2  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, subject to the provisions of Section
     1.39 (relating to leaves of absence which extend beyond six months),
     provided that no deferrals shall be made during the period the Participant
     is on unpaid leave. Upon return from the leave, deferrals shall resume for
     the remaining portion of the Plan Year in which the 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.

                                   ARTICLE 10
                     TERMINATION, AMENDMENT OR MODIFICATION

10.1 TERMINATION. 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, Participant Account Balances shall remain in the
     Plan until the Participant becomes eligible for the benefits provided in
     Articles 4, 5, 6, or 7, as applicable, in accordance with the provisions of
     those Articles. Notwithstanding the foregoing, the Committee, in its
     discretion, may elect to distribute Participants' Account Balances
     following termination of the Plan, in which case the entire vested Account
     Balances of all Participants shall be distributed during the period
     beginning 12 months after such termination date and ending 24 months after
     such termination date,


                                      -21-

<PAGE>

     notwithstanding any installment payment elections made by Participants;
     provided, however, if the Plan is terminated within the 30 days preceding
     or the 12 months following a Change in Control, then the Employer shall pay
     all benefits in a lump sum within 12 months of such Change in Control,
     notwithstanding any installment payment elections made by Participants.

10.2 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
     no amendment or modification shall be effective to decrease 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. Subject to Section 10.1 (relating to payments made in a lump
     sum following termination of the Plan), 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.

10.3 PLAN AGREEMENT. Despite the provisions of Sections 10.1 and 10.2 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.

10.4 EFFECT OF PAYMENT. The full payment of the applicable benefit under
     Articles 4, 5, 6 or 7 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 11
                                 ADMINISTRATION

11.1 COMMITTEE DUTIES. Except as otherwise provided in this Article 11, 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


                                      -22-

<PAGE>

     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.

11.2 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 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.

11.3 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


                                      -23-
<PAGE>

     Employer.

11.4 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.

11.5 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.

11.6 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 Disability, death or Termination of
     Employment of its Participants, and such other pertinent information as the
     Committee or Administrator may reasonably require.

                                   ARTICLE 12
                          OTHER BENEFITS AND AGREEMENTS

12.1 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 13
                                CLAIMS PROCEDURES

13.1 PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
     Participant (such Participant or Beneficiary being referred to below as a


                                      -24-

<PAGE>

     "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.

13.2 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
               13.3 below.

13.3 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;


                                      -25-

<PAGE>

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

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

13.4 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.

13.5 LEGAL ACTION. A Claimant's compliance with the foregoing provisions of this
     Article 13 is a mandatory prerequisite to a Claimant's right to commence
     any legal action with respect to any claim for benefits under this Plan.

                                   ARTICLE 14
                                      TRUST

14.1 ESTABLISHMENT OF THE TRUST. In order to provide assets from which to
     fulfill the obligations of the Participants and their beneficiaries under
     the Plan, the Company may establish a Trust by a trust agreement with a
     third party, the trustee, to which each Employer may, in its discretion,
     contribute cash or other property, including securities issued by the
     Company, to provide for the benefit payments under the Plan.

14.2 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.


                                      -26-

<PAGE>

14.3 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 15
                                  MISCELLANEOUS

15.1 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.

15.2 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.

15.3 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.

15.4 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 declared to be,
     unassignable and non-transferable. Except as provided in Section 15.15 with
     respect to domestic relations orders, 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


                                      -27-

<PAGE>

     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.

15.5 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.

15.6 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.

15.7 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.

15.8 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.

15.9 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.

15.10 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:


                                      -28-

<PAGE>

                    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.

     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.

15.11 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.

15.12 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.

15.13 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.

15.14 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.

15.15 COURT ORDER. The Committee is authorized to make any payments under a


                                      -29-

<PAGE>

     domestic relations order (within the meaning of Code Section 414(p)B1)(B))
     to a spouse or former spouse of a Participant in connection with a property
     settlement or otherwise. The Committee, in its sole discretion, shall have
     the right and notwithstanding any election made by a Participant, to
     immediately distribute the spouse's or former spouse's interest in the
     Participant's vested benefits under the Plan to that spouse or former
     spouse.

15.16 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.

15.17 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


                                      -30-

<PAGE>

     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.


                                      -31-

<PAGE>
         IN WITNESS WHEREOF, the Company has signed this Plan document as of
October 10, 2007.

                                        Perrigo Company, a Michigan corporation


                                        By: /s/ Michael R. Stewart
                                            ------------------------------------
                                            Michael R. Stewart
                                        Title: Sr. Vice President of
                                               Global Human Resources

CH02/ 22491921.2


                                      -32-