INDEMNITY AGREEMENT

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Exhibit 10(d)

INDEMNITY AGREEMENT

This Agreement is made as of [Date], by and between PERRIGO COMPANY, a

Michigan corporation (the "Company"), 515 Eastern Avenue, Allegan, Michigan

49010, and [Name]("Indemnitee"), whose address is [Address].

WHEREAS, it is essential to the Company to retain and attract as directors

and officers the most capable persons available; and

WHEREAS, the substantial increase in corporate litigation evidenced by

present trends subjects directors and officers to expensive litigation risks;

and

WHEREAS, it is now and has always been the express policy of the Company to

indemnify its directors and officers so as to provide them with the maximum

possible protection permitted by law; and

WHEREAS, the Act (as defined below) permits the Company to contractually

commit itself to increase the scope of indemnification of its directors and

officers beyond the indemnification rights provided for in the Act, and the

Company has determined under the circumstances that it is reasonable and

necessary and in the best interest of the Company and its shareholders to do so

in order to ensure that it can continue to attract and retain qualified persons

to serve as officers and directors of the Company.

NOW, THEREFORE, the parties agree as follows:

SECTION 1 DEFINITIONS. As used in this Agreement:

(a) "Act" means the Michigan Business Corporation Act in existence on

the date of this Agreement.

(b) "Change in Control" means a change in control of the Company after

the date of this Agreement of a nature that would be required to be reported in

response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any

similar item on any similar schedule or form) promulgated under the Securities

Exchange Act, whether or not the Company is then subject to such reporting

requirement; provided, however, that, without limitation, such a Change in

Control shall be deemed to have occurred if after the date of this Agreement (i)

any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities

Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3

under the Act), directly or indirectly, of securities of the Company

representing 20 percent or more of the combined voting power of the Company's

then outstanding securities without the prior approval of at least eighty

percent (80%) of the members of the Board in office immediately prior to such

person attaining such percentage interest; (ii) the Company is a party to a

merger, consolidation, sale of assets or other reorganization, or a proxy

contest, as a consequence of which members of the Board in office immediately

prior to such transaction or event constitute less than a majority of the Board

thereafter; or (iii) during any period of two consecutive years, individuals who

at the beginning of such period constituted the Board (including for this

purpose any new director whose election or nomination for election by the

Company's stockholders was approved by a vote of at least eighty

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percent (80%) of the directors then still in office who were directors at the

beginning of such period) cease for any reason to constitute at least a majority

of the Board.

(c) "Corporate Position" means a director, officer, employee, agent

and/or fiduciary of the Company or of any other corporation, partnership, joint

venture, trust, employee benefit plan or other enterprise which such person is

or was serving at the request of the Company. For the avoidance of doubt,

Indemnitee may serve in any one or more of such positions.

(d) "Disinterested Director" means a director of the Company who is

not and was not a party to or threatened to be made a party to the Proceeding in

respect of which indemnification is sought by Indemnitee.

(e) "Expenses" shall mean all costs, expenses, and obligations paid or

incurred in connection with investigating, litigating, being a witness in,

defending or participating in, or preparing to litigate, defend, be a witness in

or participate in any matter that is the subject of a Proceeding, including

attorneys' and accountants' fees and court costs.

(f) "Independent Committee of the Board" means a committee of two or

more Disinterested Directors appointed by the Board of Directors of the Company

to determine the right of Indemnitee to be indemnified pursuant to the terms of

this Agreement and to act upon all other issues and matters relating to such

indemnification.

(g) "Independent Counsel" means a law firm, or a member of a law firm,

that is experienced in matters of corporation law and neither presently is, nor

in the past five years has been, retained to represent (i) the Company or

Indemnitee in any matter material to either such party, or (ii) any other party

to the Proceeding giving rise to a claim for indemnification hereunder.

Notwithstanding the foregoing, the term "Independent Counsel" shall not include

any person who, under the applicable standards of professional conduct then

prevailing, would have a conflict of interest in representing either the Company

or Indemnitee in an action to determine Indemnitee's rights under this

Agreement.

(h) "Independent Director" means a director of the Company designated

as an independent director pursuant to Section 450.1505(3) of the Michigan

Business Corporation Act now in effect.

(i) "Proceeding" shall mean any threatened, pending or completed

action, suit or proceeding, or any inquiry or investigation, whether brought by

or in the right of the Company or otherwise and whether of a civil, criminal,

administrative or investigative nature, in which Indemnitee may be or may have

been involved as a party or otherwise by reason of the fact that Indemnitee held

or holds a Corporate Position, or by reason of any action taken by Indemnitee or

any inaction on Indemnitee's part while acting in a Corporate Position, or by

reason of the fact that Indemnitee is or was serving at the request of the

Company in a Corporate Position of another corporation, or as a member, agent or

fiduciary of a partnership, joint venture, trust or other enterprise.

(j) "Resolution Costs" shall mean any amount, fine or penalty paid or

payable by Indemnitee in satisfaction of a final judgment entered by a court of

competent jurisdiction in any Proceeding or in settlement of any such

Proceeding.

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(k) "Securities Exchange Act" means the Securities Exchange Act of

1934, as amended from time to time.

SECTION 2 AGREEMENT TO SERVE. Indemnitee agrees to serve in a Corporation

Position for so long as Indemnitee is duly elected or appointed or until

Indemnitee's death, permanent disability or written resignation from his or her

Corporate Position.

SECTION 3 INDEMNIFICATION.

(a) In any Proceeding other than a Proceeding by or in the right of

the Company, the Company shall indemnify Indemnitee against all Expenses and

Resolution Costs actually and reasonably incurred by Indemnitee in connection

with such Proceeding. Notwithstanding the preceding but subject to Section 4

below, no indemnification shall be made under this subsection unless otherwise

determined or directed by the court in which such proceeding was brought:

(i) with respect to remuneration paid to Indemnitee if it shall

be determined by a final judgment or other final adjudication that such

remuneration was in violation of law;

(ii) on account of any suit in which a final judgment or other

final adjudication is rendered against Indemnitee for an accounting of profits

made from the purchase or sale by Indemnitee of securities of the Company

pursuant to the provisions of Section 16(b) of the Securities Exchange Act and

amendments thereto or similar provisions of any federal, state or local law;

(iii) on account of Indemnitee's conduct which is determined by a

final judgment or other final adjudication to have been knowingly fraudulent,

deliberately dishonest or willfully wrong;

(iv) on account of Indemnitee's conduct which by a final judgment

or other final adjudication is determined to have been in bad faith and in

opposition to the best interests of the Company or to have produced an unlawful

personal benefit; or

(v) with respect to a criminal proceeding if the Indemnitee knew

or reasonably should have known that Indemnitee's conduct was illegal.

(b) The Company shall indemnify Indemnitee in accordance with the

provisions of this subsection (b) if Indemnitee is a party to or threatened to

be made a party to or otherwise involved in any Proceeding by or in the right of

the Company to procure a judgment in its favor by reason of the fact that

Indemnitee held or holds a Corporate Position, against all Expenses actually and

reasonably incurred by Indemnitee and any Resolution Costs paid by Indemnitee in

settlement of such Proceeding, but only if Indemnitee acted in good faith and in

a manner which Indemnitee reasonably believed to be in or not opposed to the

best interests of the Company. Notwithstanding the preceding but subject to

Section 4 below, no indemnification shall be made under this subsection (b) in

respect of any claim, issue or matter as to which Indemnitee shall have been

finally adjudged to be liable to the Company in the performance of his or her

duty to the Company, unless and then only to the extent that any court in which

such proceeding was brought shall determine upon application that, despite the

adjudication of liability but in view of

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all the circumstances of the case, Indemnitee is fairly and reasonably entitled

to indemnification for such amount of Expenses as such court shall deem proper.

(c) In addition to any indemnification provided under subsection (a)

and (b) above, the Company shall indemnify Indemnitee against any Expenses

and/or Resolution Costs incurred by Indemnitee, regardless of the nature of the

Proceeding in which Expenses and/or Resolution Costs were incurred, if such

Expenses or Resolution Costs would have been covered under the directors' and

officers' liability insurance policies in effect on the effective date of this

Agreement or under any such insurance policies which become effective on any

subsequent date.

(d) The indemnification contemplated by this Agreement shall be to the

fullest extent now or hereafter allowed by law (whether statutory or common law)

as presently or hereafter enacted or interpreted. In this connection, if a

change in the Act or in the statutory laws of any other state under which the

Company, or its successor, is hereafter incorporated or the corporate offices of

the Company or its successor are hereafter located or relocated permits greater

or lesser indemnification, either by agreement or otherwise, than currently

provided by the Act or this Agreement, it is the intent of the parties hereto

that Indemnitee shall enjoy by this Agreement the greater benefits so afforded

by such change or prior to such change, as the case may be.

SECTION 4 MANDATORY ADVANCEMENT OF EXPENSES. Notwithstanding anything in

this Agreement expressed or implied to the contrary, the Company shall advance

all reasonable Expenses incurred by or on behalf of Indemnitee in connection

with any P