SC 13D/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934
                                (Amendment No. 2)

                                 PERRIGO COMPANY
             -------------------------------------------------------
                                (Name of Issuer)

                         COMMON STOCK, WITHOUT PAR VALUE
             -------------------------------------------------------
                         (Title of Class of Securities)

                                    714290103
             -------------------------------------------------------
                                 (CUSIP Number)

                                   Moshe Arkin
                     c/o Perrigo Israel Pharmaceuticals Ltd.
                    29 Lehi Street, B'nei-Brak 51200, Israel
                            Telephone: 972-3-577-3690
       -------------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                               September 5, 2008
             -------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [_].

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

- --------------------------------------------------------------------------------
1.   NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Moshe Arkin
- --------------------------------------------------------------------------------
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
     (a)  [_]
     (b)  [_]
- --------------------------------------------------------------------------------
3.   SEC USE ONLY

- --------------------------------------------------------------------------------
4.   SOURCE OF FUNDS
     OO
- --------------------------------------------------------------------------------
5.   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
     or 2(e)           [ ]
- --------------------------------------------------------------------------------
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
     Israel
- --------------------------------------------------------------------------------
                        7.   SOLE VOTING POWER
                             9,026,491 Shares*
  NUMBER OF             --------------------------------------------------------
   SHARES               8.   SHARED VOTING POWER
BENEFICIALLY                 None
  OWNED BY              --------------------------------------------------------
    EACH                9.   SOLE DISPOSITIVE POWER
  REPORTING                  9,026,491 Shares*
   PERSON               --------------------------------------------------------
    WITH                10.  SHARED DISPOSITIVE POWER
                             None
- --------------------------------------------------------------------------------
11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     9,026,491 Shares*
- --------------------------------------------------------------------------------
12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
     [_]
- --------------------------------------------------------------------------------
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     9.7% (Based on 93,166,791 outstanding shares)*/**
- --------------------------------------------------------------------------------
14.  TYPE OF REPORTING PERSON
     IN
- --------------------------------------------------------------------------------

*The number of shares and the percentage, as applicable, does not give effect to
the up to 3,979,504 shares of common stock that may be sold pursuant to the
Sales Plan (as defined below).

**The percentage of class as set forth in Amendment No. 1 to Schedule 13D filed
August 28, 2008 was incorrectly calculated.


                                       2

- --------------------------------------------------------------------------------
1.   NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Nichsei Arkin Ltd.
- --------------------------------------------------------------------------------
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
     (a)  [_]
     (b)  [_]
- --------------------------------------------------------------------------------
3.   SEC USE ONLY

- --------------------------------------------------------------------------------
4.   SOURCE OF FUNDS
     OO
- --------------------------------------------------------------------------------
5.   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
     or 2(e)           [_]
- --------------------------------------------------------------------------------
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
     Israel
- --------------------------------------------------------------------------------
                        7.   SOLE VOTING POWER
                             8,975,667 Shares*
  NUMBER OF             --------------------------------------------------------
   SHARES               8.   SHARED VOTING POWER
BENEFICIALLY                 None
  OWNED BY              --------------------------------------------------------
    EACH                9.   SOLE DISPOSITIVE POWER
  REPORTING                  8,975,667 Shares*
   PERSON               --------------------------------------------------------
    WITH                10.  SHARED DISPOSITIVE POWER
                             None
- --------------------------------------------------------------------------------
11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     8,975,667 Shares*
- --------------------------------------------------------------------------------
12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
     [_]
- --------------------------------------------------------------------------------
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     9.6% (Based on 93,166,791 outstanding shares)*/**
- --------------------------------------------------------------------------------
14.  TYPE OF REPORTING PERSON
     CO
- --------------------------------------------------------------------------------

*The number of shares and the percentage, as applicable, does not give effect to
the up to 3,979,504 shares of common stock that may be sold pursuant to the
Sales Plan (as defined below).

**The percentage of class as set forth in Amendment No. 1 to Schedule 13D filed
August 28, 2008 was incorrectly calculated.


                                       3

     The Schedule 13D filed by Moshe Arkin ("Arkin") and Nichsei Arkin Ltd.
("Nichsei") on March 25, 2005 relating to shares of common stock, without par
value (the "Perrigo Shares") of Perrigo Company, a Michigan company ("Perrigo"),
as amended by Amendment No. 1 filed on August 28, 2008, is hereby further
amended as set forth below by this Amendment No. 2 (this "Statement") in
connection with, among others, the sale of shares by Arkin and Nichsei, and the
Sales Plan (defined below), dated September 5, 2008, pursuant to which Arkin and
Nichsei intend to sell in the aggregate 3,979,504 Perrigo Shares.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The last sentence of Item 3 of Schedule 13D is hereby amended in its entirety as
follows:

     In addition, since acquisition of the Perrigo Shares as a result of the
Merger, Arkin and Nichsei have sold 1,046,425 shares.

ITEM 4. PURPOSE OF TRANSACTION.

Item 3 of Schedule 13D is hereby amended by adding the following paragraphs at
the end thereof:

     On September 5, 2008, Arkin and Nichsei entered into a pre-arranged Sales
Plan (the "Sales Plan"). The Sales Plan is intended to comply with Rule 10b5-1
under the Securities Exchange Act of 1934, as amended. Under the Sales Plan,
Arkin and Nichsei may sell over a one-year period 3,979,504 Perrigo Shares
(minus 3,837 shares sold on September 5, 2008) at market prices, subject to a
minimum price condition. The Sales Plan commences on October 6, 2008 and expires
on October 5, 2009 unless terminated earlier under certain conditions. Arkin has
adopted the Sales Plan for personal financial and estate planning purposes.

     Other than as previously reported and as set forth herein, neither Arkin
nor Nichsei has any present plans or proposals which relate to or would result
in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule
13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5 of Schedule 13D is hereby amended and restated as follows:

     (a) As of September 11, 2008, as a result of Arkin's control over Nichsei,
Arkin is the beneficial owner (within the meaning of Rule 13d-3 under the
Exchange Act) of 9,026,491 Perrigo Shares held of record by Arkin and Nichsei,
which represent approximately 9.7% of the total outstanding Perrigo Shares
(based on the number of Perrigo Shares disclosed as outstanding on Form 10-K
filed by Perrigo on August 18, 2008). Of these, Nichsei is the record holder of
8,975,667 Perrigo Shares, and Arkin is the beneficial holder of 50,824 Perrigo
Shares that he has a right to acquire based on various employee stock option
grants and a restricted stock award currently exercisable.

     (b) As a result of Arkin's control over Nichsei, Arkin has the sole power
to direct the vote and the sole power to direct the disposition of 9,026,491
Perrigo Shares. Of these, Nichsei is the record holder of 8,975,667 Perrigo
Shares and Arkin is the beneficial holder of 50,824 Perrigo Shares that he has a
right to acquire based on various employee stock option grants and a restricted
stock award currently exercisable.


                                       4

     (c) Since Amendment No. 1 to Schedule 13D filed on August 28, 2008, the
below listed transactions in Perrigo Shares, or securities convertible into,
exercisable for, or exchangeable for Perrigo Shares, were consummated by the
persons referenced in Item 2 (each of which were sales effected in ordinary
brokerage transactions):

                   NUMBER OF                               SALE PRICE
DATE OF SALE      SHARES SOLD       SECURITY TYPE         PER SHARE ($)
- ------------       -------         ---------------          -------

9/3/2008            52,045         Ordinary Shares          $34.900
                       600         Ordinary Shares          $34.901
                     1,700         Ordinary Shares          $34.901
                       900         Ordinary Shares          $34.901
                       600         Ordinary Shares          $34.902
                     1,800         Ordinary Shares          $34.904
                     1,500         Ordinary Shares          $34.905
                     5,700         Ordinary Shares          $34.905
                       300         Ordinary Shares          $34.907
                       700         Ordinary Shares          $34.909
                     4,200         Ordinary Shares          $34.910
                       900         Ordinary Shares          $34.911
                     1,200         Ordinary Shares          $34.913
                       272         Ordinary Shares          $34.913
                     1,100         Ordinary Shares          $34.914
                       700         Ordinary Shares          $34.914
                       200         Ordinary Shares          $34.915
                       300         Ordinary Shares          $34.917
                     2,928         Ordinary Shares          $34.920
                       900         Ordinary Shares          $34.921
                     2,100         Ordinary Shares          $34.930
                     1,100         Ordinary Shares          $34.933
                     1,200         Ordinary Shares          $34.940
                       600         Ordinary Shares          $34.942
                       300         Ordinary Shares          $34.943
                       200         Ordinary Shares          $34.945
                     2,600         Ordinary Shares          $34.950
                       800         Ordinary Shares          $34.953
                     4,400         Ordinary Shares          $34.955
                     3,700         Ordinary Shares          $34.960
                       200         Ordinary Shares          $34.970
                       200         Ordinary Shares          $34.975
9/5/2008             3,837         Ordinary Shares          $34,800


                                        5

     (d) Not applicable

     (e) Not applicable.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Item 7 of Schedule 13D is hereby amended by adding the following:

     G. Sales Plan, dated September 5, 2008, between Nichsei Arkin Ltd. and J.P.
Morgan Securities Inc.


                                       6

         After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.

Dated: September 11, 2008

                                                NICHSEI ARKIN LTD.

                                                By: /s/ Menachem Inbar
                                                ----------------------
                                                Menachem Inbar*
                                                Attorney-in-fact for
                                                Moshe Arkin, Chairman of
                                                Nichsei Arkin Ltd.


                                                MOSHE ARKIN

                                                By: /s/ Menachem Inbar
                                                ----------------------
                                                Menachem Inbar**
                                                Attorney-in-fact

- --------------------

* Duly authorized under Special Power of Attorney appointing Menachem Inbar
attorney-in-fact, dated August 12, 2008 by and on behalf of Moshe Arkin as
Chairman of Nichsei Arkin Ltd. (incorporated herein by reference to Exhibit 24.1
to Amendment No. 1 to Schedule 13D filed by Arkin and Nichsei on August 28,
2008).

** Duly authorized under Special Power of Attorney appointing Menachem Inbar
attorney-in-fact, dated August 12, 2008 by and on behalf of Moshe Arkin
(incorporated herein by reference to Exhibit 24.2 to Amendment No. 1 to Schedule
13D filed by Arkin and Nichsei on August 28, 2008).


                                        7

                                INDEX TO EXHIBITS

Exhibit
Number    Document
- ------    --------

A         Agreement and Plan of Merger, dated November 14, 2004, by and among
          Perrigo Company, Perrigo Israel Opportunities Ltd. and Agis Industries
          (1983) Ltd. (incorporated herein by reference to Exhibit 2.1 to the
          Current Report on Form 8-K filed by Perrigo Company on November 18,
          2004).

B         Lock-up Agreement, dated November 14, 2004, by and among Perrigo
          Company, Perrigo Israel Opportunities Ltd. and Moshe Arkin
          (incorporated herein by reference to Exhibit 10.5 to the Current
          Report on Form 8-K filed by Perrigo Company on November 18, 2004).

C         Registration Rights Agreement, dated November 14, 2004, by and between
          Perrigo Company and Moshe Arkin (incorporated herein by reference to
          Exhibit 10.1 to the Current Report on Form 8-K filed by Perrigo
          Company on November 18, 2004).

D         Nominating Agreement, dated November 14, 2004, by and between Perrigo
          Company and Moshe Arkin (incorporated herein by reference to Exhibit
          10.2 to the Current Report on Form 8-K filed by Perrigo Company on
          November 18, 2004).

E         Employment Agreement, dated November 14, 2004, by and among Perrigo
          Company, Agis Industries (1983) Ltd. and Moshe Arkin (incorporated
          herein by reference to Exhibit 99.6 to the Registration Statement on
          Form S-4 filed by Perrigo Company on February 11, 2005).

F         Joint Filing Agreement, dated March 25, 2005, between Moshe Arkin and
          Nichsei Arkin Ltd. (incorporated herein by reference to Exhibit 99 to
          the Schedule 13D filed by Moshe Arkin and Nichsei Arkin Ltd. on March
          25, 2005).

G         Sales Plan, dated September 5, 2008, between Nichsei Arkin Ltd. and J.P.
          Morgan Securities Inc.

24.1      Power of Attorney of Moshe Arkin as Chairman of Nichsei Arkin Ltd., dated
          August 12, 2008 (incorporated herein by reference to Exhibit 24.1 to
          Amendment No. 1 to Schedule 13D filed by Moshe Arkin and Nichsei Arkin Ltd.
          on August 28, 2008).

24.2      Power of Attorney of Moshe Arkin, dated August 12, 2008 (incorporated
          herein by reference to Exhibit 24.2 to Amendment No. 1 to Schedule 13D
          filed by Moshe Arkin and Nichsei Arkin Ltd. on August 28, 2008).


                                        8

EX-99

                                                                       EXHIBIT G

                                   SALES PLAN

     Sales Plan, adopted September 5, 2008 (the "Sales Plan"), between NICHSEI
ARKIN LTD ("Seller") and J.P. Morgan Securities Inc. ("JPMSI"). The purpose of
this Sales Plan is to achieve the investment objectives of broader
diversification of investments, while reducing the risk of over concentration in
a particular investment.

     RECITALS

     WHEREAS, the Seller desires to establish this Sales Plan to sell common
shares (the "Stock") of Perrigo Company ("the "Issuer"); and

     WHEREAS, the Seller desires to sell a total of 3,979,504 SHARES OF STOCK
MINUS THE TOTAL NUMBER OF SHARES SOLD ON SEPTEMBER 5, 2008 BY THE SELLER THROUGH
JPMSI (the "Total Plan Shares"), and

     WHEREAS, the Seller desires to engage JPMSI to effect sales of shares of
Stock in accordance with the Sales Plan;

     NOW, THEREFORE, the Seller and JPMSI hereby agree as follows:

     A. IMPLEMENTATION OF THE SALES PLAN

     1. JPMSI shall effect sales (each a "Sale") of shares of Stock only on days
on which the Nasdaq Global Select (the "Exchange") is open and the Stock trades
regular way on the Exchange, pursuant to the specific instructions specified on
Schedule A.

     2. Seller acknowledges and agrees that JPMSI will handle the above order on
a best efforts basis. In the event any limit prices of orders are away from the
prevailing market prices at any time, there can be no assurance that such orders
will be executed in whole or in part. Seller agrees that all orders may be
partially executed and will not be treated as an all or none order.

     3. Seller agrees to deposit Total Plan Shares into the JPMorgan Chase Bank,
N.A. Asset Custody Account or JPMSI Margin Brokerage Account ("Account"). JPMSI
shall withdraw Stock from the Seller's Account in order to effect sales of Stock
under this Sales Plan. If on any day that sales are to be made under this Sales
Plan the number of shares of Stock in the Seller's Account is less than the
number of shares to be sold on such day, then JPMSI shall notify Seller promptly
of such deficiency, and Seller agrees to promptly deposit into the Account the
number of shares of Stock necessary to eliminate such deficiency.

"JPMorgan Private Bank" is the marketing name for the private banking business
conducted by JPMorgan Chase & Co. and its subsidiaries worldwide. JPMorgan Chase
Bank, N.A. and J.P. Morgan Trust Company, N.A. are members of the FDIC. J.P.
Morgan Securities Inc. (JPMSI) is a broker-dealer and member of the NYSE, NASD
(and other national and regional exchanges) and SIPC.


                                       1

     4. Seller agrees not to remove or transfer shares of Stock out of the
Account, in any manner that would cause an alteration of, or deviation from, the
terms of this Sales Plan.

     5. To the extent that any Stock remains in the Seller's Account upon
termination of this Sales Plan, JPMSI agrees to return any such Stock for which
JPMSI had restrictions removed for the purpose of this Sales Plan promptly to
the Issuer's transfer agent for relegending to the extent that such Stock would
then be subject to transfer restrictions in the hands of the Seller.

     6. JPMSI will deduct its reasonable and customary commissions from the
proceeds of sales of Stock under this Sales Plan, together with any other
expenses incurred by JPMSI in connection with such sales.

     7. The Total Plan Shares, the shares to be sold on a particular day, and
the limit prices, shall be adjusted automatically on a proportionate basis to
take into account any stock split, reverse stock split or stock dividend with
respect to the Stock or any change in capitalization with respect to the Issuer
that occurs during the term of this Sales Plan.

     8. Subject to Paragraph F.5, this Sales Plan shall become effective on
OCTOBER 6, 2008, WHICH IS AT LEAST THIRTY (30) CALENDAR DAYS FROM THE DAY ON
WHICH THIS SALES PLAN WAS ADOPTED ("Effective Date"), and shall terminate on the
earlier of (a) THE CLOSE OF BUSINESS ON OCTOBER 5, 2009; (b) the date on which
the Total Plan Shares have been sold; (c) the date this Sales Plan is terminated
pursuant to Section E; (d) the date on which the unit of JPMSI responsible for
executing sales of Stock pursuant to this Sales Plan receives notice or
otherwise becomes aware of (i) a tender or exchange offer with respect to the
Stock or a merger, acquisition, reorganization, recapitalization or comparable
transaction affecting the securities of the Issuer as a result of which the
Stock is to be exchanged or converted into shares of another company; (ii) the
death or mental incapacity of the Seller; or (iii) the commencement or impending
commencement of any proceedings in respect of or triggered by Seller's
bankruptcy or insolvency.

     9. Seller acknowledges and agrees that he does not have authority,
influence or control over any sales of Stock effected by JPMSI pursuant to this
Sales Plan, and will not attempt to exercise any authority, influence or control
over such sales. JPMSI agrees not to seek advice from Seller with respect to the
manner in which it effects sales under this Sales Plan. JPMSI shall execute the
trades in such a way as to attempt to minimize the negative price impact on the
market and to attempt to maximize the prices obtained for the shares sold. JPMSI
may use its discretion in how to work the order to attempt to achieve the best
execution above the minimum price per share, but at no time will the Seller
communicate to JPMSI any instructions on how to execute the order.

     10. Seller will be notified of all transactions pursuant to customary trade
confirmations that are provided in the normal course of business. In addition,
JPMSI will use reasonable efforts to notify both the Issuer and the Seller via
email of each transaction pursuant to this Sales Plan no later than one business
day after the trading date of such transaction.


                                       2

     11. Seller understands that JPMSI may not be able to effect a sale due to a
market disruption or a legal, regulatory or contractual restriction applicable
to JPMSI, an insufficient number of shares of Stock being in the Account, JPMSI
having received written confirmation from the Issuer that the Issuer has not
complied with the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") that are a condition to
complying with Rule 144 or 145 under the Securities Act of 1933 (the "Securities
Act"), or a pending sale under this Sales Plan causing Seller to exceed any
applicable volume limitations of Rule 144 or 145 under the Securities Act. If
any sale cannot be executed as required by Paragraph A.1 due to: (a) Issuer not
complying with the reporting requirements of Section 13 or 15(d) of the Exchange
Act that are a condition to complying with Rule 144 or 145 under the Securities
Act, JPMSI will carry over any unsold shares to be sold in whole or in
increments pursuant to the terms of Schedule A as and when the Issuer has
provided written confirmation to JPMSI that the Issuer is currently compliant
with such reporting requirements; (b) the applicable volume limitations of Rule
144 or 145 under the Securities Act, then JPMSI will recalculate the volume
limitations on a weekly basis and carry over any unsold shares to be sold in
whole or in increments pursuant to the terms of Schedule A as and when the
volume limitations permit; or (c) a market disruption, a legal, regulatory or
contractual restriction applicable to JPMSI or any other such event, such sale
shall be cancelled and shall not be effected pursuant to this Sales Plan, and,
notwithstanding any language to the contrary herein, there shall be no carryover
associated with such cancelled sale.

     12. It is the intent of the parties that this Sales Plan comply with the
requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and this Sales
Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c).

     13. In the event that it is necessary for JPMSI to borrow or purchase
shares of Stock in order to complete any sale on behalf of Seller pursuant to
this sales Plan, Seller authorizes JPMSI to borrow or purchase such shares and
agrees to be responsible for any expense or loss which JPMSI may sustain
relating to such borrowing or purchase, including any expense or loss JPMSI may
sustain as a result of its inability to borrow or purchase shares of Stock to
complete its delivery obligation.

     B. RULES 144 AND 145

     The following three paragraphs shall only apply to Sellers who are subject
to Rules 144 and 145.


                                       3

     1. JPMSI agrees to conduct all sales in accordance with the manner of sale
requirement of Rule 144 or 145 under the Securities Act, and in no event shall
JPMSI effect any such sale if such sale would exceed the then applicable volume
limitation under Rule 144, assuming JPMSI's sales under this Sales Plan and
those notified to JPMSI pursuant to Paragraph B.3 are the only sales subject to
that limitation. JPMSI will be responsible for completing and filing on behalf
of the Seller the required Form 144s that Seller shall execute and provide, as
requested by JPMSI. Seller understands and agrees that JPMSI shall make one Form
144 filing at the start of each three-month period with the initial filing made
on the date on which the first order to sell Stock is placed hereunder.

     2. Each such Form 144 shall state in the "Remarks" section that the sales
thereunder are being made pursuant to a previously adopted plan intended to
comply with Rule 10b5-1(c), shall include the date the Seller adopted this Sales
Plan and shall indicate that the representation regarding the Seller's knowledge
of material information speaks as of the adoption date of this Sales Plan.

     3. Seller agrees not to take any action that would cause the sales not to
comply with Rule 144 or 145, and Seller agrees not to cause any person or entity
with which Seller would be required to aggregate sales of Stock pursuant to
paragraph (a)(2) or (e) of Rule 144 to take any action that would cause the
sales not to comply with Rules 144 or 145. Seller will provide notice of any
such transactions during the three months preceding the date hereof and may not
enter into any other selling program or transaction without the prior consent of
JPMSI.

     C. REPRESENTATIONS AND AGREEMENTS OF SELLER

     1. Seller represents and warrants that as of the time of execution of, and
entering into, this Sales Plan: (a) to the best of Seller's knowledge there is
no blackout period (as defined in 17 C.F.R. Section 245.100(b), a "Blackout
Period") in effect for Issuer, (b) the Seller is not aware of material,
nonpublic information with respect to the Issuer or any securities of the Issuer
(including the Stock) or of the actual or approximate beginning or ending dates
of a Blackout Period for Issuer, and (c) the Seller is entering into this Sales
Plan in good faith and not as part of a plan or scheme to evade the prohibitions
of Rule 10b5-1 under the Exchange Act or other applicable securities laws.

     2. At the time of Seller's execution of this Sales Plan, Seller has not
entered into or altered a corresponding or hedging transaction with respect to
the Total Plan Shares. Seller agrees not to enter into any such transaction
while this Sales Plan remains in effect.

     3. Seller agrees to make all filings, if any, required under and monitor
his own compliance with Sections 13(d), 13(g) and 16 of the Exchange Act.


                                       4

     4. Except as provided in Paragraph B.1, Seller acknowledges and agrees that
JPMSI has no duty to determine whether Seller has violated Rules 144 or 145
under the Securities Act, or Sections 13(d), 13(g) or 16 of the Exchange Act or
the rules adopted by the SEC thereunder. Seller understands that this Plan in no
way alters his obligations and responsibilities under Section 16, including
those prohibitions against short swing profits.

     5. Seller understands that there may be specific state law restrictions or
limitations applicable to this Sales Plan. Seller acknowledges and agrees that
JPMSI has not provided Seller with any tax, accounting or legal advice. Seller
understands that he should seek the advice of counsel regarding this Sales Plan
and the various securities and tax law issues related thereto.

     6. Seller agrees to notify JPMSI immediately in the event of trading
restrictions being imposed as the result of any lock up event restricting sales
by affiliates, such as a stock offering or tender offer.

     7. Seller represents and warrants that he is able to sell shares of Stock,
as contemplated by this Sales Plan, in accordance with the Issuer's insider
trading policies and Seller has obtained the acknowledgement of the Issuer to
enter into this Sales Plan. Seller further represents and warrants that the
Stock is not subject to any liens, security interests or other impediments to
transfer (except for limitations imposed by Rules 144 or 145, if applicable).

     D. INDEMNIFICATION AND LIMITATION ON LIABILITY

     1. Seller agrees to indemnify and hold harmless JPMSI and its directors,
officers, employees and affiliates from and against all claims, losses, damages
and liabilities (including without limitation, any legal or other expenses
reasonably incurred in connection with defending or investigating any such
action or claim) arising out of or attributable to JPMSI's actions taken or not
taken in compliance with this Sales Plan or arising out of or attributable to
any breach by Seller of this Sales Plan (including Seller's representations and
warranties hereunder) or any violation by Seller of applicable laws or
regulations. This indemnification shall survive termination of this Sales Plan.
Notwithstanding the foregoing, Seller shall have no indemnification obligation
to the extent any claims, losses, damages or liabilities are due to the gross
negligence, recklessness or willful misconduct of JPMSI or any other indemnified
person.

     2. Notwithstanding any other provision hereof, JPMSI shall not be liable to
Seller for: (a) special, indirect, punitive, exemplary or consequential damages,
or incidental losses or damages of any kind, even if advised of the possibility
of such losses or damages or if such losses or damages could have been
reasonably foreseen; or (b) any failure to perform or to cease performance or
any delay in performance that results from a cause or circumstance that is
beyond its reasonable control, including but not limited to failure of
electronic or mechanical equipment, strikes, failure of common carrier or
utility systems, severe weather, market disruptions or other causes commonly
known as "acts of God".


                                       5

     E. SUSPENSION, TERMINATION AND AMENDMENT

     1. This Sales Plan may be (a) suspended or terminated by Issuer at any time
upon three business days' prior written notice or (b) terminated by Seller at
any time upon three business days' prior written notice. Any such suspension or
termination shall be made in good faith and not as a part of a plan or scheme to
evade the prohibitions of Rule 10b5-1 or other applicable securities laws. JPMSI
will require certain representations from Seller and acknowledgement of Issuer
as a condition to such suspension or termination.

     2. This Sales Plan shall be suspended, or at JPMSI's option, terminated, if
JPMSI receives notice, whether pursuant to Paragraph C.6 or otherwise, of the
occurrence of any legal, contractual or regulatory restriction applicable to
Seller or its affiliates, including without limitation, any restriction related
to a merger or acquisition, or a stock offering requiring an affiliate lock-up,
that would prohibit sales pursuant to this Sales Plan.

     3. Seller may amend or modify this Sales Plan only upon the written consent
of JPMSI. Any such amendment or modification shall be made in good faith and not
as a part of a plan or scheme to evade the prohibitions of Rule 10b5-1 or other
applicable securities laws. Seller agrees that he will not amend or modify this
Sales Plan at any time: (a) that a Blackout Period is in effect for Issuer or
(b) that he is aware of any material non-public information about the Issuer
and/or the Stock or of the actual or approximate beginning or ending dates of a
Blackout Period for Issuer. JPMSI will require certain representations from
Seller and acknowledgement of Issuer as a condition to such amendment or
modification.

     F. GENERAL

     1. This Sales Plan shall be governed by and construed in accordance with
the laws of the State of New York without reference to choice of law principles
and may be modified or amended only by a writing signed by the parties hereto
and acknowledged by the Issuer.

     2. This Sales Plan shall be subject to all terms and conditions governing
the Seller's Account, including the General Terms for Accounts and Services, the
Asset Account Agreement and the JPMSI Brokerage Agreement, including such
provisions dealing with binding arbitration and waiving the right to litigate.
This Sales Plan, together with the terms and conditions referenced in the
preceding sentence, as well as any amendments or modifications made pursuant to
this Sales Plan and those terms and conditions, represent the complete agreement
between the parties on these subjects.

     3. All notices to JPMSI under this Sales Plan shall be given to JPMSI by
facsimile at (212) 464-1118 or by certified mail at J.P. Morgan Securities Inc.,
345 Park Avenue, 6th Floor, New York, NY 10154, Attn: Richelle Mackiewicz.


                                        6

     4. Seller's rights and obligations under this Sales Plan may not be
assigned or delegated without the written permission of JPMSI.

     5. This Sales Plan shall not be effective until executed by Seller and
JPMSI, and acknowledged by Issuer. This Sales Plan may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto were upon the same instrument.

                                Nichsei Arkin Ltd.

                                By: /s/ Moshe Arkin           September 5, 2008
                                ----------------------
                                Moshe Arkin
                                Chairman


                                J.P. Morgan Securities Inc.

                                By: /s/ Richelle Mackiewicz   September 5, 2008
                                ---------------------------
                                Richelle Mackiewicz
                                Managing Director

Acknowledged:

PERRIGO COMPANY

By: /s/ Todd W. Kingma   September 5, 2008
- ----------------------
Todd W. Kingma
EVP, General Counsel & Secretary

Address: 515 Eastern Ave., Allegan, MI  49010


                                        7

                                   SCHEDULE A

                                NICHSEI ARKIN LTD

                            PERRIGO CO (TICKER: PRGO)

Beginning on the effective date, JPMSI will place "not held" order(s), meaning
JPMSI has time and price discretion to trade as set forth in Section A.9* of the
Sales Plan, to sell up to the Total Plan Shares of Perrigo Company with a limit
price equal to $34.00. Any unsold shares will carry over into the following and
each succeeding day's order until they are sold or termination or expiration of
the Sales Plan.

*Subject to Paragraph A9. JPMSI shall execute the trades in such a way as to
attempt to minimize the negative price impact on the market and to attempt to
maximize the prices obtained for the shares sold. JPMSI may use its discretion
in how to work the order to attempt to achieve the best execution above the
minimum price per share, but at no time will the Seller communicate to JPMSI any
instructions on how to execute the order.


                                       8