ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The Board of Directors approved an amendment and restatement of the Restated Bylaws of Perrigo Company effective June 1, 2009. Article II, Section 10 was amended to clarify certain aspects of Perrigo Company's advance notice provisions. These provisions (i) clarify that shareholders may only nominate directors or bring other business before an annual or special meeting in accordance with Article II, Section 10; (ii) clarify the difference between shareholder proposals submitted pursuant to the Restated Bylaws of Perrigo Company or pursuant to Rule 14a-8 of the Securities Exchange Act of 1934; and
(iii) expand the information that a shareholder is required to provide regarding
(a) the shareholder and any beneficial owner on whose behalf the nomination or business proposal is made (including information as to voting agreements and derivative or hedging positions), (b) director nominees, and (c) other business proposals.

The Restated Bylaws of Perrigo Company, as amended through June 1, 2009, are attached as Exhibit 3.1. The Restated Bylaws of Perrigo Company, as amended through June 1, 2009 (marked as amended), are attached as Exhibit 3.2.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

3.1 Restated Bylaws of Perrigo Company, as amended through June 1, 2009.

3.2 Restated Bylaws of Perrigo Company, as amended through June 1, 2009 (marked as amended).

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