Edgar Filing: PERRIGO CO

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).

[X] Definitive proxy statement.

[ ] Definitive additional materials.

[ ] Soliciting material pursuant to Section 240.14a-12

Perrigo Company
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

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[PERRIGO LOGO]

PERRIGO COMPANY

515 EASTERN AVENUE
ALLEGAN, MICHIGAN 49010
TELEPHONE: (269) 673-8451

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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TUESDAY, OCTOBER 29, 2002
10:00 A.M. EST

PERRIGO CORPORATE OFFICE
515 EASTERN AVENUE
ALLEGAN, MICHIGAN 49010

The purpose of our 2002 Annual Meeting is to elect two directors for a
three-year term beginning at the Annual Meeting. The Board of Directors
recommends that you vote FOR each of the director nominees.

You can vote at the Annual Meeting in person or by proxy if you were a
shareholder of record on September 3, 2002.

It is important that your shares are represented at the Annual Meeting
whether or not you plan to attend. To be certain that your shares are
represented, we ask that you sign, date and return the enclosed proxy card or
proxy voting instruction form as soon as possible or vote by telephone or
Internet by following the instructions on the proxy card. Whatever method you
choose, please vote as soon as possible. You may revoke your proxy at any time
prior to the Annual Meeting.

Our 2002 Annual Report to Shareholders is enclosed.

Sincerely,

John R. Nichols
Secretary

September 27, 2002

PERRIGO COMPANY

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PROXY STATEMENT
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TABLE OF CONTENTS

PAGE
----

Questions and Answers....................................... 1
Election of Directors....................................... 3
Board of Directors and Its Committees....................... 6
Director Compensation....................................... 7
Ownership of Perrigo Common Stock........................... 8
Section 16(a) Beneficial Ownership Reporting Compliance..... 10
Executive Compensation...................................... 11
Equity Compensation Plan Information........................ 15
Report of the Compensation Committee on Executive
Compensation............................................. 16
Company Performance......................................... 19
Report of the Audit Committee............................... 20
Independent Accountants..................................... 20
Annual Report on Form 10-K.................................. 21
Audit Committee Charter..................................... A-1

The proxy statement and form of proxy are first being sent to shareholders
on or about September 27, 2002.

QUESTIONS AND ANSWERS

Following are questions often asked by shareholders of publicly held
companies. We hope that the answers will assist you in casting your vote.

WHAT AM I VOTING ON?

We are soliciting your vote on the election of two directors for a
three-year term beginning at the Annual Meeting.

WHO MAY VOTE?

Shareholders of record at the close of business on September 3, 2002, the
record date, may vote. On that date, there were 70,032,767 shares of Perrigo
common stock outstanding.

HOW MANY VOTES DO I HAVE?

Each share of Perrigo common stock that you own entitles you to one vote.

HOW DO I VOTE?

You may vote your shares in any of the following four ways:

1. By mail: complete the proxy card or voting
instruction form and sign, date and return
it in the enclosed envelope.
2. By telephone: call the toll-free number on the proxy card,
enter the control number on the proxy card
and follow the recorded instructions.
3. By Internet: go to the website listed on the proxy card,
enter the control number on the proxy card
and follow the instructions provided.
4. In person: attend the Annual Meeting, where ballots
will be provided.

You may also vote by telephone or over the Internet if you hold your shares
through a bank or broker that offers either of those options. If you choose to
vote in person at the Annual Meeting and your shares are held in the name of
your broker, bank or other nominee, you need to bring an account statement or
letter from the nominee indicating that you were the beneficial owner of the
shares on September 3, 2002, the record date for voting.

HOW DOES DISCRETIONARY VOTING AUTHORITY APPLY?

If you sign, date and return your proxy card or vote by telephone or
Internet, your vote will be cast as you direct. If you do not indicate how you
want to vote, you give authority to Douglas R. Schrank and John R. Nichols to
vote for the election of directors and on any other matter that is properly
raised at the Annual Meeting. In that event, your

proxy will be voted FOR the election of each director nominee and FOR or AGAINST
any other properly raised matters at the discretion of Messrs. Schrank and
Nichols.

MAY I REVOKE MY PROXY?

You may revoke your proxy at any time before it is exercised in one of four
ways:

1. Notify our Secretary in writing before the Annual Meeting that you
are revoking your proxy. The notice should be sent to our address on
the cover of this proxy statement.

2. Submit another proxy with a later date.

3. Vote by telephone or Internet after you have given your proxy.

4. Vote in person at the Annual Meeting.

WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?

Your shares are likely registered differently or are in more than one
account. You should sign and return all proxy cards to guarantee that all of
your shares are voted.

WHAT CONSTITUTES A QUORUM?

The presence, in person or by proxy, of the holders of a majority of
Perrigo shares entitled to vote at the Annual Meeting constitutes a quorum. You
will be considered part of the quorum if you return a signed and dated proxy
card, if you vote by telephone or Internet, or if you attend the Annual Meeting.

Abstentions and broker non-votes are counted as "shares present" at the
Annual Meeting for purposes of determining whether a quorum exists. A broker
non-vote occurs when a broker submits a proxy that does not indicate a vote for
a proposal because he or she does not have voting authority and has not received
voting instructions from you.

WHAT VOTE IS REQUIRED TO ELECT THE DIRECTOR NOMINEES?

A plurality of the votes cast will elect directors. This means that the two
nominees who receive the highest number of votes will be elected. If you do not
want to vote your shares for a particular nominee, you may indicate that by
following the instructions on the proxy card or by withholding authority as
prompted during telephone or Internet voting or in person at the meeting.
Abstentions and broker non-votes will have no effect on the election of the
directors.

HOW DO I SUBMIT A SHAREHOLDER PROPOSAL FOR NEXT YEAR'S ANNUAL MEETING?

You must submit a proposal to be included in our proxy statement for the
2003 annual meeting of shareholders no later than May 29, 2003. Your proposal
must be in writing and must comply with the proxy rules of the Securities and
Exchange Commission. You may also submit a proposal that you do not want
included in the proxy statement but that you want to raise at the 2003 annual
meeting. If you want to do this, we must receive your written proposal on or
after July 31, 2003, but on or before

August 20, 2003. If you submit your proposal after the deadline, then Securities
and Exchange Commission rules permit the individuals named in the proxies
solicited by Perrigo's Board of Directors for that meeting to exercise
discretionary voting power as to that proposal but they are not required to do
so.

To be properly brought before an annual meeting, our by-laws require that
your proposal include: (1) your name and address as they appear on our stock
records; (2) a brief description of the business you want to bring before the
meeting; (3) the reasons for conducting the business at the meeting; (4) any
interest you have in the business you want to bring before the meeting; and (5)
the number of shares of Perrigo common stock that you own beneficially and of
record. You should send any proposal to our Secretary at our address on the
cover of this proxy statement.

HOW DO I NOMINATE A DIRECTOR?

If you wish to nominate an individual for election as director at the 2003
annual meeting, we must receive your nomination on or after July 31, 2003, but
on or before August 20, 2003. In addition, our by-laws require that for each
person you propose to nominate you provide: (1) your name and address as they
appear on our stock records; (2) the number of shares of Perrigo common stock
that you own beneficially and of record; (3) the nominee's written statement
that he or she is willing to be named in the proxy statement as a nominee and to
serve as a director if elected; and (4) any other information regarding the
nominee that would be required by the Securities and Exchange Commission to be
included in a proxy statement had Perrigo's Board of Directors nominated that
individual. You should send your proposed nomination to our Secretary at our
address on the cover of this proxy statement.

WHO PAYS TO PREPARE, MAIL AND SOLICIT THE PROXIES?

Perrigo will pay all of the costs of preparing and mailing the proxy
statement and soliciting the proxies. We will ask brokers, dealers, banks,
voting trustees and other nominees and fiduciaries to forward the proxy
materials and our Annual Report to the beneficial owners of Perrigo common stock
and to obtain the authority to execute proxies. We will reimburse them for their
reasonable expenses upon request. In addition to mailing proxy materials, our
directors, officers and employees may solicit proxies in person, by telephone or
otherwise. These individuals will not be specially compensated.

ELECTION OF DIRECTORS

Eight directors currently serve on our Board of Directors. The directors
are divided into three classes. At this Annual Meeting, you will be asked to
elect two directors. Each director will serve for a term of three years, until a
qualified successor director has been elected, or until he or she resigns or is
removed by the Board. The remaining six directors will continue to serve on the
Board as described below. The nominees for this year, Peter R. Formanek and
Herman Morris, Jr., are currently Perrigo directors.

We will vote your shares as you specify on the enclosed proxy card or
during telephone or Internet voting. If you do not specify how you want your
shares voted, we will vote them FOR the election of the nominees. If unforeseen
circumstances (such as death or disability) make it necessary for the Board of
Directors to substitute another person for any of the nominees, we will vote
your shares FOR that other person. The Board of Directors does not anticipate
that any nominee will be unable to serve. The nominees have provided the
following information about themselves.

NOMINEES FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING IN 2002
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PETER R. FORMANEK, 59, has served as a director of Perrigo since November
1993. He is a private investor and was co-founder and President of AutoZone,
Inc., a specialty retailer of automotive parts and accessories, from 1986 until
his retirement in 1994. Mr. Formanek is a director of Borders Group, Inc., a
retailer of books and music, and a director of Gart Sports Company, a sporting
goods retailer.

HERMAN MORRIS, JR., 51, has been a director of Perrigo since December 1999.
He has served as President and Chief Executive Officer of Memphis Light, Gas and
Water Division since August 1997 and was interim President and Chief Executive
Officer from January 1997 until August 1997. Mr. Morris was General Counsel of
Memphis Light, Gas and Water Division from February 1989 to January 1997.

DIRECTORS CONTINUING UNTIL 2003 ANNUAL MEETING
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F. FOLSOM BELL, 60, was a director of Perrigo from January 1981 through
February 1986 and was re-elected a director in June 1988. Mr. Bell became
Perrigo's Executive Vice President, Business Development in September 2000. From
January 2000 until that time, he acted as a consultant to Perrigo. He was
Chairman, President and Chief Executive Officer of Thermo-Serv, Inc., a
manufacturer and importer of beverageware and tableware, from July 1989 until
September 1999.

DAVID T. GIBBONS, 59, has been a director of Perrigo since June 2000. He
has served as the President and Chief Executive Officer of Perrigo since May
2000. He served as President of Rubbermaid Europe from August 1997 to April 1999
and as President of Rubbermaid Home Products from December 1995 to August 1997.
Prior to joining Rubbermaid, Mr. Gibbons served in a variety of general
management, sales and marketing positions during his 27-year career with 3M
Company.

RICHARD G. HANSEN, 57, has been a director of Perrigo since September 1995.
He was President and Chief Operating Officer from October 1991 through August
1995 and from November 1998 until his retirement in November 1999. Mr. Hansen
was Executive Vice President and Chief Operating Officer of Perrigo from August
1989 through October 1991 and, prior to that, served in various executive
capacities with Perrigo since 1979.

DIRECTORS CONTINUING UNTIL 2004 ANNUAL MEETING
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LARRY D. FREDRICKS, 65, has served as a director of Perrigo since October
1996. Mr. Fredricks is currently an independent financial consultant.
Previously, Mr. Fredricks was Director - Financial Counseling Services with
Deloitte & Touche LLP from November 1997 through May 2000. He was Executive Vice
President and Chief Financial Officer of First Michigan Bank Corp., a multi-bank
holding company, from January 1995 through October 1997 and Senior Vice
President and Chief Financial Officer from May 1991 through January 1995.

L. R. JALENAK, JR., 72, has been a director of Perrigo since June 1988. He
was Chairman of the Board of Cleo Inc., a manufacturer of gift wrap, greeting
cards and accessory items, from 1990 until his retirement in December 1993. From
1977 until 1990, he was President of Cleo Inc. Mr. Jalenak serves on the Board
of Party City Corporation, a retailer of party goods. He is also a trustee of
First Funds, a mutual fund company.

MICHAEL J. JANDERNOA, 52, has been a director of Perrigo since January
1981. He served as Perrigo's Chief Executive Officer from February 1988 through
April 2000 and has been Chairman of the Board since October 1991. Mr. Jandernoa
also served as Perrigo's President from January 1983 to February 1986, from
April 1988 to October 1991, from September 1995 to November 1998 and from
November 1999 through April 2000. Prior to January 1983, Mr. Jandernoa served in
various executive capacities with Perrigo since 1979. He is a director of Fifth
Third Bank, a Michigan banking corporation, and Steelcase, Inc., a manufacturer
of casegood products and furniture systems for the office furniture industry.
Mr. Jandernoa also serves on the Board of Advisors of the National Association
of Chain Drug Stores and on the Boards of the Michigan Life Science Corridor and
the Michigan Economic Development Corporation.

BOARD OF DIRECTORS AND ITS COMMITTEES

Perrigo's Board of Directors met four times during fiscal year 2002. In
addition to meetings of the full Board, directors attended meetings of Board
committees. The Board of Directors has standing audit, compensation and
nominating committees. Each director attended all of the meetings of the Board
and of the committees on which he served, except that Richard G. Hansen missed
one Nominating Committee Meeting.

AUDIT COMMITTEE

Meetings: 4

Members: Larry D. Fredricks (Chairman)
Peter R. Formanek
L. R. Jalenak, Jr.
Herman Morris, Jr.

Function: Recommends independent accountants, discusses scope and
results of audit with independent accountants, reviews
operating results with management and independent
accountants, considers adequacy of internal accounting
controls and audit procedures, and reviews non-audit services
of independent accountants. The Audit Committee has adopted a
charter, which specifies the composition and responsibilities
of the Committee. The charter is attached to this proxy
statement as Appendix A. Additional information on the
committee and its activities is set forth in the Audit
Committee Report.

COMPENSATION COMMITTEE

Meetings: 2

Members: Peter R. Formanek (Chairman)
L. R. Jalenak, Jr.
Herman Morris, Jr.

Function: Reviews and recommends compensation arrangements for top
management, including salaries, bonuses and option grants.

NOMINATING COMMITTEE

Meetings: 2

Members: Michael J. Jandernoa (Chairman and member effective January
2002)
L. R. Jalenak, Jr. (Chairman and member through December
2001)
Larry D. Fredricks
Richard G. Hansen

Function: Develops general criteria as to qualifications and selection
of Board members. Receives suggestions, evaluates and
recommends director candidates to the Board. Considers
shareholder nominations for election to the Board submitted
in accordance with the procedures discussed above under "How
do I nominate a director?"

DIRECTOR COMPENSATION

ANNUAL RETAINER AND ATTENDANCE FEES

Directors who are Perrigo employees receive no fees for their services as
directors. Non-employee directors receive a $21,000 annual retainer fee covering
all regular and special Board meetings and the Annual Shareholders' meeting, of
which $11,000 is paid in cash. The balance of this fee is paid on the date of
each annual meeting of directors in the form of a restricted stock grant to each
of these directors having a value on that date of $10,000. The restricted stock
grant is made pursuant to a restricted stock plan for directors and is intended
to directly link an element of director compensation to shareholders' interests.

Committee members also receive $1,000 for each in-person committee meeting
attended and $500 for each telephonic committee meeting in which they
participate. Committee chairmen receive $2,000 for each in-person committee
meeting they attend and $1,000 for each telephonic committee meeting in which
they participate. We also reimburse directors for expenses incurred in
connection with attending Board and committee meetings.

OPTIONS TO PURCHASE PERRIGO COMMON STOCK

Non-employee directors are eligible to participate in our Non-Qualified
Stock Option Plan for Directors, which ties a further portion of director
compensation to shareholder interests. The Board administers the Plan, which
provides for the issuance of options covering up to 525,000 shares of Perrigo
common stock at a purchase price per share at least equal to the fair market
value of the stock on the grant date. Newly elected directors receive options
under the Plan to purchase 5,000 Perrigo shares, and continuing directors
annually receive options to purchase shares having a market value on the date of
the grant of $25,000.

OTHER ARRANGEMENTS WITH DIRECTORS

We entered into a two-year Consulting Agreement with Michael Jandernoa, the
Chairman of the Board and the former President and Chief Executive Officer,
effective May 1, 2000, under which Mr. Jandernoa provided consulting and
advisory services as requested by the Chief Executive Officer for a monthly fee
of $16,668. In addition, we provided Mr. Jandernoa with office space,
secretarial and office services and reimbursement of expenses during the
two-year term of the agreement. Under the terms of the agreement, Mr.
Jandernoa's stock options vested in full as of May 1, 2000, and Mr. Jandernoa
has until May 1, 2003 to exercise these options. This agreement terminated April
30, 2002 and has been replaced by a new Consulting Agreement that will run
through June 2003. Under the new agreement, Mr. Jandernoa will be paid $5,000
per month for his continued consulting services. In addition, we will reimburse
Mr. Jandernoa for his office space and secretarial service costs incurred during
the term of the new agreement up to a maximum total reimbursement of $46,667. We
will also reimburse Mr. Jandernoa for properly documented expenses incurred by
him in connection with his consulting services.

OWNERSHIP OF PERRIGO COMMON STOCK

DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

The following table shows how much Perrigo common stock the directors,
nominees, named executive officers, and all directors, nominees and executive
officers as a group beneficially owned as of August 31, 2002. The named
executive officers are the individuals listed in the Summary Compensation Table.

Beneficial ownership is a technical term broadly defined by the Securities
and Exchange Commission to mean more than ownership in the usual sense. In
general, beneficial ownership includes any shares a shareholder can vote or
transfer and stock options that are exercisable currently or become exercisable
within 60 days. Except as otherwise noted, the shareholders named in this table
have sole voting and investment power for all shares shown as beneficially owned
by them.

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SHARES OF OPTIONS
COMMON STOCK EXERCISABLE PERCENT
BENEFICIALLY OWNED WITHIN 60 DAYS TOTAL OF CLASS
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DIRECTORS AND NOMINEES
F. Folsom Bell (1) 3,015 62,000 65,015 *
Peter R. Formanek (2) 205,857 36,555 242,412 *
Larry D. Fredricks (3) 10,257 24,613 34,870 *
David T. Gibbons (4) 220,727 212,500 433,227 *
Richard G. Hansen (5) 867,695 6,000 873,695 1.3%
L. R. Jalenak, Jr. (3) 51,257 32,613 83,870 *
Michael J. Jandernoa (6) 6,675,996 205,613 6,881,609 9.8%
Herman Morris, Jr. (7) 10,657 19,555 30,212 *
NAMED EXECUTIVE OFFICERS
OTHER THAN DIRECTORS
Mark P. Olesnavage (8) 435,475 196,955 632,430 *
Douglas R. Schrank (9) 45,033 39,811 84,844 *
John T. Hendrickson (10) 744 70,000 70,744 *
DIRECTORS AND EXECUTIVE OFFICERS
AS A GROUP (11 PERSONS) (11) 8,526,713 906,215 9,432,928 13.3%

* Less than 1%.

(1) Mr. Bell is also a named executive officer.

(2) Shares owned include 200,600 shares owned by Mr. Formanek as Trustee for
the Formanek Investment Trust; and 3,397 shares of restricted stock awarded
to Mr. Formanek in his capacity as a director.

(3) Shares owned include 718 shares of restricted stock awarded to each of
these individuals in their capacity as a director.

(4) Mr. Gibbons is also a named executive officer. Shares owned consist of
100,000 shares purchased on the open market; 50,000 shares of contingent
restricted stock awarded to Mr. Gibbons at the time of his employment;
45,715 shares of restricted stock also granted in connection with his
employment;

25,000 shares of restricted stock issued to him in August 2001 in
connection with his services as Chief Executive Officer in fiscal year
2001; and 12 shares owned under our Profit Sharing Plan.

(5) Shares owned include 623,737 shares owned by Richard G. Hansen as Trustee
for the Richard G. Hansen Trust; 210,000 shares owned by Sandra E. Hansen
as Trustee for the Sandra E. Hansen Living Trust; and 26,306 shares owned
by trusts for the benefit of Mr. Hansen's children and grandchildren, of
which Mr. Hansen is trustee. Mr. Hansen disclaims any beneficial interest
in the shares owned by the Trustee of the Sandra E. Hansen Living Trust and
the shares owned by the trustee of the trusts for the benefit of his
children and grandchildren. Also includes 2,242 shares of restricted stock
awarded to Mr. Hansen in his capacity as a director.

(6) Shares owned consist of 5,954,118 shares (including 2,242 shares of
restricted stock owned by Mr. Jandernoa in his capacity as a director)
owned by the Michael J. Jandernoa Trust, of which Mr. Jandernoa is trustee;
245,688 shares owned by the Michael J. Jandernoa Grantor Trust Two, of
which Mr. Jandernoa is trustee and under which he has a reversionary
interest; 245,688 shares owned by the Susan M. Jandernoa Grantor Trust Two,
of which Mrs. Jandernoa is trustee and under which she has a reversionary
interest; and 230,502 shares owned by the Susan M. Jandernoa Trust, of
which Mrs. Jandernoa is trustee. Mr. Jandernoa's address is c/o Perrigo
Company, 333 Bridge Street, NW, Suite 800, Grand Rapids, MI 49504.

(7) Shares owned include 3,000 shares owned as custodian for Mr. Morris' minor
children; and 3,397 shares of restricted stock awarded to Mr. Morris in his
capacity as a director.

(8) Shares owned include 56,472 shares owned by trusts for the benefit of Mr.
Olesnavage's children, of which Mr. Olesnavage is trustee; and 1,433 shares
owned by Mr. Olesnavage under our Profit Sharing plan.

(9) Shares owned include 12,000 shares of restricted stock issued to Mr.
Schrank in August 2001 in connection with his services as Chief Financial
Officer in fiscal year 2001; and 22 shares owned under our Profit Sharing
Plan.

(10) Shares owned include 266 shares owned by the Mary Hendrickson Trust, of
which Bank One is trustee; and 478 shares owned under our Profit Sharing
Plan.

(11) See footnotes 1 through 10.

OTHER PRINCIPAL SHAREHOLDERS

This table shows all shareholders other than directors, nominees and named
executive officers that we know to be beneficial owners of more than 5% of
Perrigo common stock. The percent of class owned is based on 70,032,767 shares
of Perrigo common stock outstanding as of August 31, 2002.

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NAME AND ADDRESS AMOUNT OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
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Wellington Management Company, LLP (1) 9,389,260 13.4%
75 State Street
Boston, MA 02109
FMR Corp. (Fidelity Investments) (2) 5,850,760 8.4%
82 Devonshire Street
Boston, MA 02109
Barclays Global Investors, LTD (3) 4,743,129 6.8%
Murray House
1 Royal Mint Court
London, England EC3 NHH

(1) Based on information supplied by the holder as of July 18, 2002, Wellington
Management Company, LLP does not have sole voting or investment power with
respect to any of these shares, has shared voting power as to 3,593,630
shares and shared investment power as to all of the shares. Of the listed
shares, Vanguard Health Care Fund (100 Vanguard Boulevard, Malvern, PA
19355) beneficially owns 5,322,320 shares (7.6%), as reported in a Schedule
13G filed with the Securities and Exchange Commission on February 7, 2002,
and has sole voting and shared investment power as to these shares.

(2) FMR Corp. has sole voting power with respect to 867,450 of the shares, no
voting power as to the remainder of the shares and sole investment power as
all of the shares. Of the listed shares, Fidelity Management & Research
Company (82 Devonshire Street, Boston, MA 02109), a wholly owned subsidiary
of FMR Corp. and an investment advisor registered under Section 203 of the
Investment Advisors Act of 1940, beneficially owns 4,985,760 shares (7.1%).
Information is based on a Schedule 13G filed with the Securities and
Exchange Commission on February 14, 2002.

(3) Barclays Global Investors, LTD has sole voting power as to 4,552,379 shares,
no voting power as to the remainder of the shares and sole investment power
as to all of the shares. Information is based on a Schedule 13G filed with
the Securities and Exchange Commission on February 14, 2002.

SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires that
Perrigo's executive officers, directors and 10% shareholders file reports of
ownership and changes of ownership of Perrigo common stock with the Securities
and Exchange Commission. Based on a review of copies of these reports provided
to us and written representations from executive officers and directors, we
believe that all filing requirements were met during fiscal year 2002, except
that Mr. Jandernoa inadvertently failed to report one transaction involving
1,099 shares in his Perrigo Profit Sharing Plan on a timely basis.

EXECUTIVE COMPENSATION

This table summarizes the compensation of David T. Gibbons, our President
and Chief Executive Officer, and the other four most highly compensated
executive officers of Perrigo during fiscal year 2002. These individuals are
sometimes referred to as the named executive officers.

SUMMARY COMPENSATION

LONG TERM
ANNUAL COMPENSATION
COMPENSATION(1) AWARDS
MANAGEMENT RESTRICTED SECURITIES
NAME AND INCENTIVE STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS AWARDS OPTIONS COMPENSATION

David T. Gibbons (2) 2002 $500,000 $523,334 $439,875 -- $ 36,349
President and Chief Executive Officer 2001 $440,000 $706,935 -- 125,000 $ 97,137
(commencing May 1, 2000) 2000 $233,333 $ 36,667 $502,504 750,000 $171,962
Mark P. Olesnavage (3) 2002 $320,490 $208,304 -- 50,000 $ 12,977
Executive Vice President, Sales, 2001 $312,960 $319,754 -- -- $ 13,385
Marketing and Scientific Affairs 2000 $312,960 $ 66,339 -- 120,718 $ 21,704
Douglas R. Schrank (4) 2002 $274,000 $185,496 $211,140 50,000 $ 13,246
Executive Vice President and Chief 2001 $261,250 $284,741 -- -- $ 35,806
Financial Officer 2000 $125,000 $ 25,000 -- 160,718 $ 68,547
(commencing January 3, 2000)
John T. Hendrickson (5) 2002 $258,750 $208,304 -- 50,000 $ 12,886
Executive Vice President, Operations 2001 $241,875 $319,754 -- -- $ 12,224
2000 $220,484 $ 49,755 -- 110,718 $ 16,652
F. Folsom Bell (6) 2002 $237,500 $132,404 -- 50,000 $ 13,994
Executive Vice President, Business 2001 $191,666 $203,245 -- 75,000 $ 43,672
Development 2000 -- -- -- -- --
(commencing September 1, 2000)

(1) The following amounts were deferred from salary for fiscal year 2002: Mr.
Gibbons $100,000; and Mr. Hendrickson $6,000. The following amounts were
deferred from the Management Incentive Bonus for fiscal year 2002: Mr.
Gibbons $50,000; Mr. Olesnavage $166,644; and Mr. Hendrickson $34,000. The
following amounts were deferred from the Management Incentive Bonus for
fiscal year 2001: Mr. Gibbons $100,000; Mr. Olesnavage $239,815; Mr. Schrank
$75,000; and Mr. Hendrickson $40,000.

(2) At the end of fiscal year 2002, Mr. Gibbons held a total of 120,715 shares
of restricted stock with an aggregate value of $1,569,295. Of these
restricted shares, 25,000 were issued to Mr. Gibbons by the Board in August
2001 in consideration for his employment in fiscal year 2001 and will vest
on August 14, 2003. The remainder of these restricted shares were issued to
him under the terms of his employment agreement and will vest as described
in this proxy statement under the heading "Employment Agreement with Chief
Executive Officer." Mr. Gibbons will receive dividends on his restricted
stock to the extent any are paid on Perrigo common stock. All Other
Compensation in fiscal year 2002 includes a $9,450 matching contribution
under our 401(k) Plan; a $7,276 contribution under our Profit Sharing Plan;
$1,290 representing the taxable benefit for certain premium payments made on
Mr. Gibbons' behalf by us for Group Term Life Insurance; and $18,333
reimbursed to Mr. Gibbons in fiscal year 2002 for temporary housing and
relocation expenses incurred in fiscal year 2001 under the terms of Mr.
Gibbons' employment agreement.

(3) All Other Compensation in fiscal year 2002 includes a $5,251 matching
contribution under our 401(k) Plan; a $7,276 contribution under our Profit
Sharing Plan; and $450 representing the taxable benefit for certain premium
payments made on Mr. Olesnavage's behalf by us for Group Term Life
Insurance.

(4) In fiscal year 2002, Mr. Schrank was granted 12,000 shares of restricted
stock, which had an aggregate value of $156,000 at the end of this fiscal
year. These restricted shares will vest on August 14, 2003. All of these
restricted shares were granted in consideration for Mr. Schrank's employment
in fiscal year 2001. Mr. Schrank will receive dividends on his restricted
stock to the extent any are paid on Perrigo common stock. All Other
Compensation in fiscal year 2002 includes a $5,280 matching contribution
under our 401(k) Plan; a $7,276 contribution under our Profit Sharing Plan;
and $690 representing the taxable benefit for certain premium payments made
on Mr. Schrank's behalf by us for Group Term Life Insurance.

(5) All Other Compensation in fiscal year 2002 includes a $5,325 matching
contribution under our 401(k) Plan; a $7,276 contribution under our Profit
Sharing Plan; and $285 representing the taxable benefit for certain premium
payments made on Mr. Hendrickson's behalf by us for Group Term Life
Insurance.

(6) All Other Compensation in fiscal year 2002 includes a $5,113 matching
contribution under our 401(k) Plan; a $7,246 contribution under our Profit
Sharing Plan; and $1,635 representing the taxable benefit for certain
premium payments made on Mr. Bell's behalf by us for Group Term Life
Insurance.

OPTION GRANTS IN FISCAL YEAR 2002

This table gives information relating to option grants to the named
executive officers during fiscal year 2002. All of the options were granted
under our Employee Stock Option Plan. The potential realizable value is
calculated based on the term of the option at its time of grant, 10 years. The
calculation assumes that the fair market value on the date of grant appreciates
at the indicated rate compounded annually for the entire term of the option and
that the option is exercised at the exercise price and sold on the last day of
its term at the appreciated price. Stock price appreciation of 5% and 10% is
assumed under the rules of the Securities and Exchange Commission. We cannot
assure you that the actual stock price will appreciate over the 10-year option
term at the assumed levels or any other defined level.

INDIVIDUAL GRANTS
PERCENT OF
TOTAL POTENTIAL REALIZABLE
NUMBER OF OPTIONS VALUE AT ASSUMED ANNUAL
SECURITIES GRANTED TO RATES OF STOCK PRICE
UNDERLYING EMPLOYEES EXERCISE APPRECIATION FOR
OPTIONS IN FISCAL PRICE PER EXPIRATION OPTION TERM
NAME GRANTED(1) YEAR SHARE DATE 5% 10%

David T. Gibbons (2) -- -- -- -- -- --
Mark P. Olesnavage (3) 50,000 4.1% $ 15.505 7/19/2011 $487,550 $1,235,548
Douglas R. Schrank (3) 50,000 4.1% $ 15.505 7/19/2011 $487,505 $1,235,548
John T. Hendrickson (3) 50,000 4.1% $ 15.505 7/19/2011 $487,505 $1,235,548
F. Folsom Bell (3) 50,000 4.1% $ 15.505 7/19/2011 $487,505 $1,235,548

(1) These options vest in five equal annual installments, beginning on the first
anniversary date of the grant, which was July 19, 2001.

(2) Under Mr. Gibbons' employment agreement, he was guaranteed 125,000 options
for fiscal year 2002. These options were granted to Mr. Gibbons in August
2002, after the end of the 2002 fiscal year.

(3) These options were granted in fiscal year 2002 in consideration for services
provided to us during fiscal year 2001. Options in consideration for
services provided to us during fiscal year 2002 were granted to these
individuals in August 2002, after the end of the 2002 fiscal year.

OPTION EXERCISES IN FISCAL YEAR 2002 AND
FISCAL YEAR-END 2002 OPTION VALUES

This table provides information regarding the exercise of options during
fiscal year 2002 and options outstanding at the end of fiscal year 2002 for the
named executive officers. The "value realized" is calculated using the
difference between the option exercise price and the price of Perrigo common
stock on the date of exercise multiplied by the number of shares underlying the
option. The "value of unexercised in-the-money options at fiscal year end" is
calculated using the difference between the option exercise price and $13.00
(the closing price of Perrigo stock on June 28, 2002, the last trading day of
fiscal year 2002) multiplied by the number of shares underlying the option. An
option is in-the-money if the market value of Perrigo common stock is greater
than the option's exercise price.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL YEAR END AT FISCAL YEAR END
SHARES
ACQUIRED ON VALUE
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE

David T. Gibbons 0 -- 212,500 662,500 $1,464,831 $4,422,231
Mark P. Olesnavage 72,000 $1,157,760 126,288 99,430 $ 559,579 $ 570,253
Douglas R. Schrank 11,811 $ 110,546 29,811 151,096 $ 176,677 $ 584,066
John T. Hendrickson 30,812 $ 216,748 57,344 134,428 $ 21,803 $ 475,266
F. Folsom Bell 0 -- 15,000 110,000 $ 82,389 $ 329,557

EMPLOYMENT AGREEMENT WITH CHIEF EXECUTIVE OFFICER

We entered into an employment agreement with our President and Chief
Executive Officer, David T. Gibbons, effective May 1, 2000. The agreement has an
initial term ending June 30, 2005 and renews for consecutive one-year terms
unless either party gives 90 days' notice prior to the expiration of any term.
Under the agreement, Mr. Gibbons' base salary is reviewed at least annually by
the Board to determine if an increase is appropriate. We paid Mr. Gibbons a base
salary of $500,000 in fiscal year 2002 and, effective July 1, 2002, the Board
increased his salary to $540,000.

Mr. Gibbons is eligible to participate in the Management Incentive Bonus
Plan, under which he has a target bonus opportunity of at least 100% of his
annual salary. Mr. Gibbons was paid a bonus of $523,334 under the Plan for
fiscal year 2002. Pursuant to our agreement with Mr. Gibbons, a Deferred
Compensation Plan was established in June 2001 for certain key employees, and
Mr. Gibbons has elected to defer $150,000 of his fiscal year 2002 compensation
until his retirement. Mr. Gibbons also was granted an

option to purchase 750,000 shares of Perrigo common stock under our Employee
Stock Option Plan at the time of his employment. Under the terms of the
employment agreement, Mr. Gibbons was guaranteed options to purchase 125,000
shares of Perrigo common stock for each of fiscal years 2001 and 2002. These
options were granted to Mr. Gibbons in May 2001 and August 2002, respectively.

Under the terms of the employment agreement, Mr. Gibbons received temporary
housing and moving expenses, which amounted to $18,333 in fiscal year 2002 for
expenses incurred in fiscal year 2001. In fiscal year 2000, Mr. Gibbons also
received a transition bonus consisting of 45,715 shares of restricted Perrigo
common stock and a cash payment of $160,000. The employment agreement also
provides for a contingent restricted stock grant of 50,000 shares, which he
received effective May 3, 2000. These shares were granted to Mr. Gibbons
contingent upon his purchase of at least 100,000 shares of Perrigo common stock
in the open market by June 30, 2001. Mr. Gibbons purchased that number of shares
prior to June 30, 2001 and continued to hold them as of that date. Therefore,
Mr. Gibbons now owns the 50,000 shares subject only to the restrictions that
also affect the 45,715 shares referred to above. All shares of restricted stock
issued to Mr. Gibbons under the terms of his employment agreement are subject to
forfeiture if Mr. Gibbons' employment is terminated under certain specific
circumstances prior to July 1, 2003.

If Mr. Gibbons dies or becomes disabled during his employment, he will
receive compensation and benefits earned to date, including payment for unused
vacation days and a pro rata management incentive bonus for the portion of the
year he was employed, and his options and restricted stock will vest in
accordance with their terms. If Mr. Gibbons resigns for "good reason" or if we
terminate his employment "without cause", each as defined in the employment
agreement, Mr. Gibbons, in addition to receiving earned compensation and
benefits and vesting of options and restricted stock, will receive a cash
payment equal to 12 months' salary. If we terminate Mr. Gibbons' employment for
cause, as defined in the employment agreement, he will receive compensation and
benefits earned to date, but will forfeit any options and restricted stock,
whether vested or unvested, as well as any unvested benefits. The employment
agreement also provides for the payment of earned compensation and benefits as
well as the automatic vesting of options and lapse of restrictions on restricted
stock following a change in control of Perrigo.

In connection with his employment, Mr. Gibbons entered into a
noncompetition and nondisclosure agreement with Perrigo. The agreement provides
that Mr. Gibbons will not compete with us during the term of his employment and,
if his employment with us terminates within five years from the date of the
employment agreement, he cannot compete with us in the store brand business for
two years thereafter. In addition, Mr. Gibbons has agreed that he will not, at
any time during or after his employment with Perrigo, disclose any confidential
information that he obtained during his employment.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information about Perrigo's common stock that
may be issued upon the exercise of options and rights under all of our existing
equity compensation plans as of June 29, 2002, including the Perrigo Company
Employee Stock Option Plan, the Non-Qualified Stock Option Plan for Directors,
the Restricted Stock Plan for Directors, the Restricted Stock Plan for Directors
II, and individual Restricted Stock Agreements with Messrs. Gibbons and Schrank.
The Directors restricted stock plans and the individual restricted stock
arrangements for Messrs. Gibbons and Schrank were not approved by our
shareholders.

--------------------------------------------------------------------------------------------------------------
(C)
(B) NUMBER OF SECURITIES
(A) WEIGHTED-AVERAGE REMAINING AVAILABLE FOR
NUMBER OF SECURITIES TO BE EXERCISE PRICE OF FUTURE ISSUANCE UNDER
ISSUED UPON EXERCISE OF OUTSTANDING EQUITY COMPENSATION PLANS
OUTSTANDING OPTIONS, OPTIONS, WARRANTS (EXCLUDING SECURITIES
PLAN CATEGORY WARRANTS AND RIGHTS AND RIGHTS REFLECTED IN COLUMN (A))
--------------------------------------------------------------------------------------------------------------

EQUITY COMPENSATION
PLANS APPROVED BY
SHAREHOLDERS 6,528,847(1) $10.72 3,021,747(2)
--------------------------------------------------------------------------------------------------------------
EQUITY COMPENSATION
PLANS NOT APPROVED BY
SHAREHOLDERS 0 -- 16,598(3)
--------------------------------------------------------------------------------------------------------------
TOTAL 6,528,847 $10.72 3,038,345
--------------------------------------------------------------------------------------------------------------

(1) Options to purchase 6,350,517 shares were outstanding under the Perrigo
Company Employee Stock Option Plan and options to purchase 178,330 shares
were outstanding under the Nonqualified Stock Option Plan for Directors.

(2) Of this amount, 2,749,747 shares are available under the Perrigo Company
Employee Stock Option Plan and 272,000 shares are available under the
Nonqualified Stock Option Plan for Directors.

(3) Of this amount, 5,050 shares remain available for issuance under the
November 1997 Restricted Stock Plan for Directors and 11,548 shares remain
available for issuance under the August 2001 Restricted Stock Plan for
Directors II. An aggregate of 2,310 shares issued under the November 1997
Plan and 13,452 shares issued under the August 2001 Plan continue to be
subject to the restrictions imposed under these plans.

RESTRICTED STOCK PLAN FOR DIRECTORS

The Restricted Stock Plan for Directors was established by the Board in
November 1997 for the purpose of providing compensation to directors for their
services in the form of restricted stock grants. On the date of each annual
meeting of directors, a restricted stock grant having a value of $10,000 based
upon the average of the high and low price of our stock on that date is awarded
to each non-management director. The Restricted Stock Plan for Directors II was
established in August 2001 for the same purpose and on the same terms. Each plan
provides for the issuance of up to 25,000 shares of Perrigo common stock. These
grants are intended to directly link an element of director compensation to
shareholder interests and, as to each director, are subject to forfeiture if his
service as a member of the Board is terminated under certain specified
circumstances prior to the end of his then current three-year term as a
director.
15

INDIVIDUAL RESTRICTED STOCK AGREEMENTS

In August 2001, we granted Mr. Gibbons 25,000 shares of restricted common
stock and Mr. Schrank 12,000 shares of restricted common stock, each under
individual Restricted Stock Agreements. Under the terms of the Restricted Stock
Agreements, the recipient will forfeit the shares issued to him if his
employment with us is terminated under certain circumstances prior to August 14,
2003.

REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION

COMPENSATION POLICY

During fiscal year 2002, the Compensation Committee of the Board of
Directors was composed of three independent non-employee directors. The
Committee reviews and recommends the compensation arrangements for the Executive
Officers with respect to salaries, bonuses and option grants under the Perrigo
Company Employee Stock Option Plan.

The Committee strives to:

- motivate officers to create added value for Perrigo shareholders
through compensation incentives that are tied to Perrigo's operating
and stock market performance;

- reward officers for their individual performance as well as Perrigo's
performance;

- provide compensation and benefits at levels that enable Perrigo to
attract and retain high-quality executives; and

- align the interests of officers and directors with the interests of
Perrigo shareholders through stock ownership.

Perrigo's management compensation policy is intended to provide a
compensation package for Executive Officers that is generally competitive with
the compensation of executive officers of comparable manufacturing companies. In
establishing executive compensation, the Committee considers salary and bonus
information compiled by Watson-Wyatt Data Services, a compensation consultant.
The Watson-Wyatt survey includes non-durable goods manufacturing companies, some
of which are reflected in the Nasdaq Pharmaceutical Index shown on the
Performance Graph included in this proxy statement. The Committee's objective is
that the salaries and bonuses for Perrigo's executive officers approximate the
median reflected in the Watson-Wyatt survey.

EXECUTIVE OFFICER COMPENSATION

Executive Officer compensation includes cash-based and stock-based
components. Cash-based compensation consists of base salary and an annual bonus,
if one is warranted under the criteria of the Management Incentive Bonus Plan.
In addition, Perrigo makes annual contributions under its Profit Sharing Plan
for employees with at
16

least one year of service, including the Executive Officers. Perrigo also makes
matching contributions under its 401(k) Plan to certain of its employees,
including the Executive Officers. Stock-based compensation consists of option
grants under the Perrigo Company Employee Stock Option Plan.

Cash-Based Compensation

As discussed above, the Committee considers the Watson-Wyatt survey in
determining Executive Officer base salary and bonus awards under the Management
Incentive Bonus Plan. In addition, the Committee evaluates the following
factors, which are ranked in order of importance:

- company-wide performance measured by attainment of specific strategic
objectives and quantitative measures;

- individual performance;

- compensation levels at comparable manufacturing companies; and

- historical cash and equity compensation levels.

The primary quantitative measure that the Committee considers is return on
assets, although earnings per share and revenue growth are also relevant.
Qualitative factors include the quality and progress of Perrigo's marketing and
manufacturing operations and the success of strategic actions, such as
acquisitions of lines of business or introduction of new products.

Stock-Based Compensation

Certain designated key management employees, including the Chief Executive
Officer and other executive officers, participate in the Perrigo Company
Employee Stock Option Plan. The number of shares underlying option grants to
these employees is based on an evaluation of the officer's performance and is
subject to the approval of the Committee. Options granted under the Perrigo
Company Employee Stock Option Plan must have an exercise price at least equal to
the fair market value of Perrigo common stock on the grant date as determined by
the Committee. The fair market value, as provided in the Plan approved by the
shareholders, is the average of the high and low price of our stock on the date
of the grant. The Committee views the Perrigo Company Employee Stock Option Plan
as an effective incentive for executive officers to create value for
shareholders since the ultimate value of a stock option is directly related to
the increase in the market price of Perrigo's common stock.

CHIEF EXECUTIVE OFFICER COMPENSATION

David T. Gibbons, our Chief Executive Officer, is compensated in accordance
with the terms of an Employment Agreement entered into at the time of his
employment in May 2000. A more complete description of his compensation
arrangement can be found in this proxy statement under the heading "Employment
Agreement with Chief Executive Officer." In fiscal year 2002, Mr. Gibbons was
paid a base salary of $500,000 under the terms of his Employment Agreement and a
bonus of $523,334 under the terms

of our Management Incentive Bonus Plan. In addition, under the terms of his
Employment Agreement, Mr. Gibbons was awarded options for 125,000 shares in
August 2002 in consideration for his services in fiscal year 2002. Mr. Gibbons
was also awarded a restricted stock grant of 25,000 shares in August 2001, which
was a discretionary award made to Mr. Gibbons by the Board of Directors for his
services in fiscal year 2001.

The Committee believes that the terms of Mr. Gibbons' employment are
similar to terms granted to chief executive officers of comparable companies and
are necessary to attract and retain a chief executive officer of his stature.

SUMMARY

The Committee, the Board of Directors and senior management carefully
review executive compensation. After reviewing Perrigo's compensation programs,
the Committee has concluded that the amounts paid to executive officers,
including stock options, in fiscal year 2002 appropriately reflect individual
performance, are linked to Perrigo's financial, operational and market results,
and are generally competitive with amounts paid to executive officers of
comparable companies.

DEDUCTIBILITY OF COMPENSATION

Internal Revenue Code Section 162(m) limits the deductibility by Perrigo of
compensation in excess of $1,000,000 paid to each of the Chief Executive Officer
and the next four most highly paid officers. Certain "performance based
compensation" is not included in compensation counted for purposes of the limit.
The Committee's policy is to establish and maintain a compensation program that
will optimize the deductibility of compensation. The Committee, however,
reserves the right to use its judgment to authorize compensation that may not be
fully deductible where merited by the need to respond to changing business
conditions, or by an executive officer's individual performance.
Peter R. Formanek, Chairman
L. R. Jalenak, Jr.
Herman Morris, Jr.

COMPANY PERFORMANCE

This graph shows a five-year comparison of cumulative total return for
Perrigo with the cumulative total returns for the Nasdaq Composite Index and the
Nasdaq Pharmaceutical Index from June 30, 1997 through June 29, 2002. Data
points are, for Perrigo, the last day of each fiscal year and, for the indices,
June 30 of each year. The last day of our fiscal year for the fiscal years 1997
through 2002 are noted in each of the columns below. The graph assumes an
investment of $100 at the beginning of the period and the reinvestment of any
dividends. Total returns are based on market capitalization.

[PERFORMANCE GRAPH]

CUMULATIVE TOTAL RETURN

--------------------------------------------------------------------------------------------------------
6/30/1997 6/30/1998 7/03/1999 7/01/2000 6/30/2001 6/29/2002
--------------------------------------------------------------------------------------------------------

Perrigo Company $100 $ 81 $ 69 $ 51 $134 $104
Nasdaq Stock Market (U.S.) $100 $132 $193 $280 $152 $103
Nasdaq Pharmaceutical Index $100 $102 $146 $329 $277 $163

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board is responsible for, among other things,
considering the appointment of Perrigo's independent auditors, reviewing with
the auditors the plan and scope of the audit and audit fees, monitoring the
adequacy of reporting and internal controls and meeting periodically with
internal and external and independent auditors. All of the members of the Audit
Committee are independent, as such term is defined in Rule 4200(a)(15) of the
National Association of Securities Dealers listing standards. In April 2000, the
Audit Committee approved and adopted an Audit Committee Charter, which is
attached to this proxy statement as Appendix A. The Committee reviews the
Charter on an annual basis.

In connection with the June 29, 2002 financial statements, the Audit
Committee (1) reviewed and discussed the audited financial statements with
management; (2) discussed with the auditors the matters required by Statement on
Auditing Standards (SAS) No. 61, as amended by SAS 90; and (3) received and
discussed with the auditors the matters required by Independence Standards No. 1
and considered the compatibility of non-audit services with the auditor's
independence. Based upon these reviews and discussions, the Audit Committee has
recommended to the Board of Directors, and the Board of Directors has approved,
that the Company's audited financial statements be included in the Securities
and Exchange Commission Annual Report on Form 10-K for the fiscal year ended
June 29, 2002.

THE AUDIT COMMITTEE
Larry D. Fredricks, Chairman
Peter R. Formanek
L. R. Jalenak, Jr.
Herman Morris, Jr.

INDEPENDENT ACCOUNTANTS

BDO Seidman, LLP has been Perrigo's independent accounting firm since 1988.
The Board has engaged BDO Seidman as our independent accountants for fiscal year
2003. Representatives of BDO Seidman will be present at the Annual Meeting and
will have the opportunity to make a statement and respond to questions.

During fiscal year 2002, we retained BDO Seidman, LLP to perform auditing
and other services for us and paid them the following amounts for these
services:

Audit Fees $356,000
All Other Fees $ 78,000

We did not retain BDO Seidman, LLP for financial information systems,
design and implementation services during fiscal year 2002. All Other Fees
related primarily to benefit plan audits and miscellaneous tax services. The
Audit Committee has considered whether the provision of non-audit services by
BDO Seidman, LLP is compatible with maintaining auditor independence.
20

ANNUAL REPORT ON FORM 10-K

A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 29,
2002, INCLUDING SCHEDULES, WHICH IS ON FILE WITH THE SECURITIES AND EXCHANGE
COMMISSION, IS INCLUDED IN THE ANNUAL REPORT DELIVERED WITH THIS PROXY
STATEMENT. IF YOU WOULD LIKE A COPY OF THE EXHIBITS TO THE FORM 10-K, PLEASE
CONTACT JOHN R. NICHOLS, SECRETARY, PERRIGO COMPANY, 515 EASTERN AVENUE,
ALLEGAN, MICHIGAN 49010.

APPENDIX A
PERRIGO COMPANY
AUDIT COMMITTEE CHARTER

The Board of Directors of Perrigo Company (the "Company") has established
an Audit Committee (the "Committee") with general responsibilities and specific
duties described as follows:

COMPOSITION OF THE AUDIT COMMITTEE

The Audit Committee shall be comprised of at least three directors, each of
whom shall be "independent," as defined by listing standards of the National
Association of Securities Dealers.

COMMITTEE ROLE

The role of the Audit Committee is to assist the Board of Directors in its:

1. oversight of the Company's

- accounting and financial reporting principles and policies;

- internal audit controls and procedures;

- financial statements and independent audit thereof;

2. selecting, evaluating and replacing the independent auditors where deemed
appropriate; and

3. evaluating the independence of the independent auditors.

The role of management is:

1. the preparation, presentation and integrity of the Company's financial
statements;

2. maintenance of appropriate accounting and financial reporting principles and
policies; and

3. maintenance of internal controls and procedures designed to assure compliance
with accounting standards and applicable laws and regulations.

The role of the independent auditors is:

1. planning and carrying out proper audits and reviews.

Each member of the Audit Committee shall be entitled to rely on (i) the
integrity of those persons and organizations within the Company and outside the
Company that it receives information from and (ii) the accuracy of information
provided to the Audit Committee by such persons or organizations (absent actual
knowledge to the contrary).

A-1

MEETINGS OF THE AUDIT COMMITTEE

The Audit Committee shall:

1. meet with management four times annually (more frequently if circumstances
dictate) to discuss the annual audited financial statements and quarterly
financial results;

2. meet separately with management, and the independent auditors to discuss any
matters that the Audit Committee or any of these persons believe should be
discussed privately (at least annually);

3. be permitted to request any officer or employee of the Company, the Company's
outside counsel or independent auditors to attend a meeting of the Audit
Committee or to meet with any members of, or consultants to, the Audit
Committee; and

4. be permitted to conduct its meetings by means of a conference call or similar
communications equipment in which all persons participating in the meeting
can hear each other.

COMMITTEE RESPONSIBILITIES

The Audit Committee's responsibilities are to:

1. provide advice to the Board of Directors in selecting, evaluating or
replacing the independent auditors;

2. instruct the independent auditors that they are ultimately accountable to the
Audit Committee and the Board of Directors;

3. require that the independent auditors annually prepare and deliver a
Statement as to their independence and take appropriate action if the
independence of the outside auditors is in question;

4. review the annual audited financial statements with the independent auditors
and with Company management;

5. advise management and the independent auditors that they are expected to
provide to the Audit Committee a timely analysis of significant financial
reporting issues and practices;

6. consider any reports or communications (and management's responses thereto)
submitted to the Audit Committee by the independent auditors;

7. recommend to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K;

8. review the form of opinion the independent auditors propose to render to the
Board of Directors and shareholders;

9. inquire of management and the independent auditors regarding significant
risks or exposures and assess the steps management has taken to minimize such
risks to the Company;

A-2

10. review significant changes to the Company's auditing and accounting
principles, policies, controls, procedures and practices proposed or
contemplated by the independent auditors or management;

11. obtain from the independent auditors assurance that the audit was conducted
in a manner consistent with Section 10A of the Securities Exchange Act of
1934, as amended, which sets forth certain procedures to be followed in any
audit of financial statements required under the Securities Exchange Act of
1934;

12. review with the Company's General Counsel any significant legal or
regulatory matters and compliance policies that may have a material effect
on the financial statements, including material notices to or inquiries
received from governmental agencies;

13. prepare any report of the Audit Committee required by the Securities and
Exchange Commission to be included in the Company's annual proxy statement;

14. review this Charter at least annually and recommend any changes to the full
Board of Directors; and

15. report its activities to the full Board of Directors on a regular basis and
make such recommendations with respect to the above and other matters as the
Audit Committee may deem necessary or appropriate.

RESOURCES AND AUTHORITY OF THE AUDIT COMMITTEE

The Audit Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to engage independent
auditors for special audits, reviews and other procedures and to retain special
counsel and other experts or consultants.

This charter was effective on the 18th day of April 2000 and was most
recently reviewed on the 15th day of July 2002.

/s/ LARRY D. FREDRICKS
---------------------------------------------------------
Larry D. Fredricks
Committee Chairperson

/s/ PETER R. FORMANEK
---------------------------------------------------------
Peter R. Formanek

/s/ L. R. JALENAK, JR.
---------------------------------------------------------
L. R. Jalenak, Jr.

/s/ HERMAN MORRIS, JR.
---------------------------------------------------------
Herman Morris, Jr.

A-3

[PERRIGO LOGO]

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vote.

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to record your vote.

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return it to: Stock Transfer Dept.
(PC), National City Bank, P.O. Box
92301, Cleveland, OH 44193-0900.

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VOTE BY TELEPHONE VOTE BY INTERNET VOTE BY MAIL
Call TOLL-FREE using a Access the WEBSITE and Return your proxy
Touch-Tone phone: cast your vote: in the POSTAGE-PAID
1-800-542-1160 http://www.votefast.com envelope provided
---------------------- ----------------------- -------------------

VOTE 24 HOURS A DAY, 7 DAYS A WEEK!
YOUR TELEPHONE OR INTERNET VOTE MUST BE RECEIVED BY 11:59 P.M.
EASTERN STANDARD TIME ON MONDAY OCTOBER 28, 2002 TO BE COUNTED
IN THE FINAL TABULATION. IF YOU VOTE BY TELEPHONE OR INTERNET,
PLEASE DO NOT SEND YOUR PROXY BY MAIL.

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YOUR CONTROL NUMBER IS:

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PROXY MUST BE SIGNED AND DATED BELOW.
\/ PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING. \/
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PERRIGO COMPANY PROXY
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF SHAREHOLDERS ON OCTOBER 29, 2002.

The undersigned hereby appoints Douglas R. Schrank and John R. Nichols, or
either of them with full power of substitution as attorneys and proxies to vote
as designated below, with all powers which the undersigned would possess if
personally present, all the shares of Common Stock of Perrigo Company held of
record by the undersigned on September 3, 2002, at the Annual Meeting of
Shareholders to be held on October 29, 2002 or any adjournment thereof.

This proxy also provides voting instructions to the trustees under the Perrigo
Company Employee Stock Purchase Plan and the Perrigo Company Profit Sharing Plan
and directs the respective trustee to vote all the shares of Common Stock of
Perrigo Company allocated to the undersigned's account as indicated on the
reverse side.

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Signature

Date: ____________________________, 2002
Please sign exactly as name appears
hereon. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such. If a corporation, please sign full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.

For your comments: ___________________________________________________________

________________________________________________________________________________

Y O U R V O T E I S I M P O R T A N T !

If you do not vote by telephone or Internet, please sign and date this proxy
card and return it promptly in the enclosed postage-paid envelope so your shares
may be represented at the Meeting.

PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
\/ PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING. \/
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PERRIGO COMPANY PROXY
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This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSAL 1 AND AS OTHERWISE DETERMINED BY THE PROXYHOLDERS IN THEIR
DISCRETION.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1.

1. Election of Directors whose three-year term of office will expire in 2005

Nominees: (01) Peter R. Formanek (02) Herman Morris, Jr.

[ ] FOR all nominees listed above [ ] WITHHOLD AUTHORITY
(except as listed to the contrary to vote for all
below) nominees listed above

To withhold authority to vote for any individual nominee, write that nominee's
name or number below:

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2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.

IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.