10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

For Annual and Transition Reports Pursuant to

Sections 13 or 15(d) of the Securities Exchange Act of 1934

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For The Fiscal Year Ended December 31, 2004
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Transition Period from           to

Commission File Number 001-12755

Dean Foods Company

(Exact name of Registrant as specified in its charter)

Delaware	75-2559681
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2515 McKinney Avenue

Suite 1200

Dallas, Texas 75201

(214) 303-3400

(Address, including zip code, and telephone number, including

area code, of Registrant’s principal executive offices)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $.01 par value	New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act:     None

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K     o

      Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).     Yes þ          No o

      The aggregate market value of the Registrant’s voting and non-voting common stock held by non-affiliates of the Registrant at June 30, 2004, based on the $37.31 per share closing price for the Registrant’s common stock on the New York Stock Exchange on June 30, 2004, was approximately $5.76 billion.

      The number of shares of the registrant’s common stock outstanding as of March 11, 2005 was 150,155,790.

DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the registrant’s definitive Proxy Statement for its Annual Meeting of Stockholders to be held on or about May 24, 2005 (to be filed) are incorporated by reference into Part III of this Form 10-K.

TABLE OF CONTENTS

Item		Page
	PART I
1	Business		1
	Segments and Operating Divisions		1
	Current Business Strategy		7
	Developments Since January 1, 2004		8
	Employees		11
	Government Regulation		11
	Brief History		13
	Where You Can Get More Information		14
2	Properties		16
3	Legal Proceedings		19
4	Submission of Matters to a Vote of Security Holders		19
	PART II
5	Market for Our Common Stock and Related Matters		20
6	Selected Financial Data		21
7	Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
	Business Overview		23
	Results of Operations		28
	Liquidity and Capital Resources		38
	Known Trends and Uncertainties		43
	Critical Accounting Policies		45
	Recent Accounting Pronouncements		47
	Risk Factors		48
7A	Quantitative and Qualitative Disclosures About Market Risk		50
8	Consolidated Financial Statements		52
9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		53
9A	Controls and Procedures		53
	PART III
10	Directors and Executive Officers		54
11	Executive Compensation		54
12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		54
13	Certain Relationships and Related Transactions		54
14	Principal Accountant Fees and Services		54
	PART IV
15	Exhibits and Financial Statement Schedules		55
Signatures			S-1
7th Amended and Restated 1997 Stock Option & Restricted Stock Plan
3rd Amended and Restated 1989 Stock Awards Plan
Post-2004 Executive Deferred Compensation Plan
Executive Incentive Compensation Plan
Supplemental Executive Retirement Plan
Description of Compensation Arrangements for Executive Officers
Summary of Compensation Paid to Non-Employee Directors
Employment Agreement between Treehouse Foods, Inc. and Sam K. Reed
Employment Agreement between Treehouse Foods, Inc. and David B. Vermylen
Employment Agreement between Treehouse Foods, Inc. and E Nichol McCully
Employment Agreement between Treehouse Foods, Inc. and Thomas E. O'Neill
Employment Agreement between Treehouse Foods, Inc. and Harry J. Walsh
2nd Amendment to 3rd Amended and Restated Receivables Purchase Agreement
3rd Amendment to 3rd Amended and Restated Receivables Purchase Agreement
Stockholders Agreement
Form of Subscription Agreements
List of Subsidiaries
Consent of Deloitte & Touche LLP
Certification of CEO Pursuant to Section 302
Certification of CFO Pursuant to Section 302
Certification of CEO Pursuant to Section 906
Certification of CFO Pursuant to Section 906

PART I

Item 1. Business

      We are a leading food and beverage company. Our Dairy Group is the largest processor and distributor of milk and various other dairy products in the United States. The Dairy Group manufactures and sells its products under a variety of local and regional brand names and under private labels. Our WhiteWave Foods Company manufactures, markets and sells a variety of well known soy, dairy and dairy-related nationally branded products including: Silk® soymilk and cultured soy products; Horizon Organic® dairy products, juices and other products; International Delight® coffee creamers; Marie’s® refrigerated dips and dressings; and LAND O’ LAKES® fluid dairy and cultured products. Our Specialty Foods Group is the leading private label pickle processor in the United States and a maker of a variety of other food products. In January 2005, we announced our intention to pursue a tax-free spin-off of our Specialty Foods Group segment to our shareholders. See “— Developments Since January 1, 2004 — Tax Free Spin-Off of Specialty Foods Group.” We also own the fourth largest dairy processor in Spain.

      Our principal executive offices are located at 2515 McKinney Avenue, Suite 1200, Dallas, Texas 75201. Our telephone number is (214) 303-3400. We maintain a worldwide web site at www.deanfoods.com. We were incorporated in Delaware in 1994.

Segments and Operating Divisions

      We currently have three reportable segments: the Dairy Group, WhiteWave Foods Company (formerly the Branded Products Group) and the Specialty Foods Group. Our reportable segments and other operating divisions are described below.

Dairy Group

      Our Dairy Group manufactures, markets and distributes a wide variety of branded and private label dairy case products to retailers, distributors, foodservice outlets, schools and governmental entities across the United States. The Dairy Group also manufactures a portion of WhiteWave Foods Company’s products. See “— WhiteWave Foods Company.”

      The Dairy Group’s sales totaled approximately $8.65 billion in 2004, or approximately 80% of our consolidated sales. The following charts graphically depict the Dairy Group’s 2004 sales by product and by channel, and indicate the percentage of private label versus company branded sales in 2004.

(1)	Includes, among other things, regular milk, flavored milks, buttermilk, half-and-half, whipping cream, dairy coffee creamers and ice cream mix.
(2)	Includes ice cream and ice cream novelties.
(3)	Includes yogurt, cottage cheese, sour cream and dairy-based dips.
(4)	Includes fruit juice, fruit-flavored drinks and water.
(5)	Includes, among other things, items for resale such as butter, cheese and eggs.

1

(6)	The Dairy Group’s largest customer is Wal-Mart (including its subsidiaries, such as Sam’s Club), which accounted for 14.6% of the Dairy Group’s 2004 sales.
(7)	Such as restaurants, hotels and other foodservice outlets.

      Products not sold under private labels are sold under the Dairy Group’s local and regional proprietary or licensed brands. Our local and regional proprietary and licensed brands include the following:

Northeast Region(1)	Southeast Region(1)	Midwest Region(1)	Southwest Region(1)	Morningstar Region(1)
Chug® Dean’s® Garelick Farms® Lehigh Valley® Meadowbrook® Nature’s Pridetm Sealtest® (licensed brand) Shenandoah’s Pride® Swiss Premium® Tuscan®	Barbers® Broughton® Chug® Country Delite® Dairy Fresh® Dean’s® Frostbite® Louis Trauth® Mayfield® McArthur® Pet® (licensed brand) Puritytm Reiter® TG Lee®	Borden® (licensed brand) Chug® Country Charm® Country Fresh® Dean’s® LAND O’LAKES®  (licensed brand) Melody Farms® Pet® (licensed brand) Saunderstm Schenkel’s All*Star® Stroh’stm Verifine®	Adohr Farms® Alta Dena® Barbe’s® Berkeley Farmstm Borden® (licensed brand) Brown’stm Chug® Country Charm® Creamlandtm Dairy Goldtm Dean’s® Foremosttm (licensed  brand) Gandy’s® Hygeia® Meadow Gold® Model® Mountain High® Oak Farms® Poudre Valley® Price’stm Robinson® Schepps® Swisstm Viva®	Affair® Dairy Fresh® Kohler Mix Specialties LAND O’LAKES®  (licensed brand) Quip® Rod’s® Shenandoah’s Pride®

(1)  Our Dairy Group operates in a generally decentralized manner organized by region.

      The Dairy Group sells its products primarily on a local or regional basis through its local and regional sales forces, although some national customer relationships are coordinated by the Dairy Group’s corporate sales department. Most of the Dairy Group’s customers, including its largest customer, purchase products from the Dairy Group either by purchase order or pursuant to contracts that are generally terminable at will by the customer. The Dairy Group’s sales are slightly seasonal, with sales tending to be higher in the third and fourth quarters.

      Our Dairy Group currently operates 105 manufacturing facilities in 35 states. For more information about facilities in the Dairy Group, see “Item 2. Properties.”

      Due to the perishable nature of the Dairy Group’s products, our Dairy Group delivers the majority of its products from its facilities directly to its customers’ stores in refrigerated trucks or trailers that we own or lease. This form of delivery is called a “direct store delivery” or “DSD” system. We believe our Dairy Group has one of the most extensive refrigerated DSD systems in the United States.

      The primary raw material used in our Dairy Group is raw milk. We purchase our raw milk primarily from farmers’ cooperatives, typically pursuant to requirements contracts (with no minimum purchase obligation). Raw milk is generally readily available. The minimum price of raw milk is regulated in most parts of the country by the federal government. Several states also regulate raw milk pricing through their own programs. For more information about raw milk pricing in the United States, see “— Government Regulation — Milk Industry Regulation” and “Part II — Item 7. Management’s Discussion and Analysis of Financial Condition

2

and Results of Operations — Known Trends and Uncertainties — Prices of Raw Milk, Cream and Other Inputs.” Other raw materials used by the Dairy Group, such as juice concentrates and sweeteners, in addition to packaging supplies, are generally available from numerous suppliers and we are not dependent on any single supplier for these materials. Certain of our Dairy Group’s raw materials and packaging supplies are purchased under long-term contracts in order to obtain lower costs. The prices of our raw materials increase and decrease based on supply and demand.

      The Dairy Group generally increases or decreases the prices of its fluid dairy products on a monthly basis in correlation to fluctuations in the costs of raw materials and packaging supplies. However, in some cases, we are competitively or contractually constrained with respect to the means and/or timing of price increases, especially in the event of rapidly increasing raw milk prices. This can have a negative impact on the Dairy Group’s profitability.

      The dairy industry is a mature industry that has traditionally been characterized by slow to flat growth, low profit margins, fragmentation and excess capacity. Excess capacity resulted from the development of more efficient manufacturing techniques, the establishment of captive dairy manufacturing operations by some grocery retailers and declining demand for fluid milk products. Since 1990, the dairy industry has experienced significant consolidation led in part by us. Consolidation has tended to lower costs and raise efficiency. However, per capita consumption of traditional fluid dairy products has continued to decline. According to the United States Department of Agriculture (“USDA”), per capita consumption of fluid milk and cream decreased by over 10% from 1990 to the end of 2003, although total consumption has remained relatively flat over the same period due to population increases. Therefore, volume growth across the industry generally remains flat to modest, profit margins generally remain low and excess manufacturing capacity continues to exist. In this environment, price competition is particularly intense, as smaller processors struggle to retain enough volume to cover their fixed costs. In response to this dynamic, and due to the significant competitive pressure caused by the ongoing consolidation among food retailers, many processors, including us, are now placing an increased emphasis on product differentiation and cost reduction in an effort to increase consumption, sales and margins.

      Our Dairy Group has several competitors in each of our major product and geographic markets. Competition between dairy processors for shelf-space with retailers is based primarily on price, service and quality, while competition for consumer sales is based on a variety of factors such as brand recognition, price, taste preference and quality. Dairy products also compete with many other beverages and nutritional products for consumer sales.

      For more financial information about our Dairy Group’s recent operations, see “Part II — Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 20 to our Consolidated Financial Statements.

WhiteWave Foods Company

      WhiteWave Foods Company’s operations have historically been conducted through three distinct operating units: White Wave, Inc. (“White Wave”), Horizon Organic and Dean National Brand Group. We are currently in the process of consolidating these three operating units and expect the consolidation to be completed in 2006.

      WhiteWave Foods Company develops, manufactures, markets and sells a variety of nationally branded soy, dairy and dairy-related products, such as Silk soymilk and cultured soy products; Horizon Organic dairy products, juices and other products; International Delight coffee creamers; and LAND O’LAKES creamers and cultured products. WhiteWave Foods Company also sells Sun Soy® soymilk; The Organic Cow of Vermont® organic dairy products; White Wave® and Tofu Town® branded tofu; Hershey’s® milks and milkshakes; Marie’s dips and dressings; and Naturally Yours® sour cream. We license the LAND O’LAKES and Hershey’s names from third parties.

      Other branded products sold by WhiteWave Foods Company include Mocha Mix® non-dairy liquid coffee creamer and Second Nature® egg substitute. In connection with our planned spin-off of our Specialty

3

Foods Group segment in the third quarter of 2005, we intend to transfer the Mocha Mix and Second Nature businesses to our Specialty Foods Group segment, effective as of the time of the spin-off. Finally, a small portion (approximately 3% in 2004) of WhiteWave Foods Company’s sales is private label soymilk and organic dairy products.

      WhiteWave Foods Company’s sales totaled approximately $1.19 billion in 2004, or approximately 11% of our consolidated sales.

      WhiteWave Foods Company sells its products to a variety of customers, including grocery stores, club stores, natural foods stores, mass merchandisers, convenience stores and foodservice outlets. In 2004, approximately 84% of WhiteWave Foods Company’s sales were to retailers and approximately 8% were to foodservice outlets. WhiteWave Foods Company’s customer base is diverse, with no single customer representing more than 10% of sales in 2004. WhiteWave Foods Company sells its products through its internal sales force and through independent brokers. The majority of WhiteWave Foods Company’s products are sold pursuant to customer purchase order or pursuant to contracts that are generally terminable at will by the customer.

      In 2004, approximately 64% of the products sold by WhiteWave Foods Company were manufactured by our Dairy Group. An additional 32% were manufactured by third-party manufacturers under processing agreements. WhiteWave Foods Company currently owns two manufacturing facilities, one of which produces all of its tofu products and the other, purchased in April 2004, produces a portion of its Silk soymilk.

      The majority of WhiteWave Foods Company’s products are delivered by common carrier to customer warehouses, although some products are distributed through third-party distributors or through our Dairy Group’s DSD system.

      The primary raw materials used in our soy-based products are organic soybeans and organic soybean concentrate. Organic soybeans are generally available from several suppliers and we are not dependent on any single supplier for these products. We have entered into supply agreements for organic soybeans, which we believe will meet our needs in 2005. Generally, these agreements provide pricing at fixed levels. The primary raw material used in our organic milk-based products is organic raw milk. Organic raw milk supplies are constrained and the growth of our organic dairy business depends on us being able to procure sufficient quantities of organic raw milk in time to meet our needs. We currently purchase organic raw milk from a network of approximately 300 dairy farmers across the United States. We generally enter into supply agreements with dairy farmers, with typical terms of one to two years, which obligate us to purchase certain minimum quantities. We also produce certain of our own organic raw milk needs in the U.S. at two organic farms that we own and operate. We believe, based on currently projected sales levels, that we have secured a sufficient supply of raw organic milk to meet our needs for the remainder of 2005. The primary raw material used in our LAND O’LAKES and other non-organic dairy products is raw milk. We purchase raw milk from farmers’ cooperatives, typically pursuant to requirements contracts (with no minimum purchase obligation). Raw milk is generally readily available. The minimum price of raw milk is regulated in most parts of the country by the federal government. Several states also regulate raw milk pricing through their own programs. Other raw materials used in WhiteWave Foods Company’s products, such as flavorings, organic sugar and packaging materials, are generally available from several suppliers and we are not dependent on any single supplier for these materials. Certain of these raw materials are purchased under contracts in order to obtain lower costs. The prices of raw materials increase and decrease based on supply and demand. For more information, see “Part II — Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Known Trends and Uncertainties — Prices of Raw Milk, Cream and Other Inputs.”

      WhiteWave Foods Company has several competitors in each of its product markets. Competition to obtain shelf-space with retailers for a particular product is based primarily on the expected or historical sales performance of the product compared to its competitors. Also, in some cases, WhiteWave Foods Company pays fees to retailers to obtain shelf-space for a particular product. Competition for consumer sales is based on many different factors, including brand recognition, price, taste preferences and quality. Consumer demand for soy and organic foods has grown rapidly in recent years due to growing consumer confidence in the health benefits of soy and organic foods, and WhiteWave Foods Company has a leading position in the soy and

4

organic foods category. However, our soy and organic food products compete with many other beverages and nutritional products for consumer sales.

      For more information about our WhiteWave Foods Company, see “Part II — Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 20 to our Consolidated Financial Statements.

Specialty Foods Group

      Our Specialty Foods Group is the nation’s leading private label pickle processor, and the largest manufacturer and seller of private label non-dairy powdered creamer in the United States. The Specialty Foods Group also manufactures and sells a variety of other foods, such as aseptic sauces and puddings. In January 2005, we announced our intention to pursue a tax-free spin-off of our Specialty Foods Group to our shareholders. See “— Developments Since January 1, 2004 — Tax Free Spin-Off of Specialty Foods Group.”

      The Specialty Foods Group’s sales totaled $676.8 million in 2004, or approximately 6% of our consolidated sales. The following charts graphically depict the Specialty Foods Group’s 2004 sales by product category and channel, and indicate the percentage of private label sales versus company branded sales in 2004.

(1)	Approximately 75% of the Specialty Foods Group’s pickle, relish and pepper products are sold under private labels, with the remaining 25% sold under our proprietary brands including Farmans®, Nalley’s®, Peter Piper® and Steinfeld™. Branded pickle products are sold to retailers. Private label products are sold to retailers, foodservice customers and in bulk to other food processors.
(2)	Non-dairy powdered creamer is used as a coffee creamer and as an ingredient in baking, beverage mixes, gravies and sauces. In 2004, Specialty Foods Group sold 14% of its non-dairy powdered creamer under our Cremora® brand, while the rest of the Specialty Foods Group’s creamer products were sold under private labels to retailers, distributors and in bulk to other food companies for use as ingredients in their products.
(3)	Aseptic products are sterilized, which allows storage for prolonged periods without refrigeration. Our Specialty Foods Group manufactures aseptic cheese sauces and puddings. Our cheese sauces and puddings are sold primarily under private labels to distributors. In 2004, our Specialty Foods Group also sold aseptic nutritional beverages in the meal supplement, weight loss/gain and sports categories, all of which were sold under customer brands to retailers and distributors. In the fourth quarter of 2004, we exited the nutritional beverage business due largely to significant declines in volume.
(4)	Includes shrimp, seafood, tartar, horseradish, chili, sweet and sour sauces and syrups sold to retail grocers in the eastern, midwestern and southern United States. These products are sold under the Bennett’s®, Hoffman House® and Roddenberry®Northwoods® brand names.

5

(5)  Includes mass merchandisers, club stores, convenience stores and grocery stores. The Specialty Foods Group’s largest customer is Wal-Mart (including its subsidiaries, such as Sam’s Club) which accounted for 10.1% of the Specialty Foods Group’s 2004 sales.

      The Specialty Foods Group’s products are delivered to customers’ stores and warehouses primarily by common carrier. The Specialty Foods Group sells its products through its internal sales force and through independent brokers. Most of the Specialty Foods Group’s customers purchase products from the Specialty Foods Group either by purchase order or pursuant to contracts that are generally terminable at will by the customer.

      Our Specialty Foods Group uses a wide variety of raw materials. The main raw material used by the Specialty Foods Group is cucumbers. The Specialty Foods Group purchases cucumbers under seasonal grower contracts with a variety of growers. We supply seeds and advise growers regarding planting techniques. We also monitor and arrange proper agricultural practices. Other raw materials used by the Specialty Foods Group, such as corn syrup, soy bean oil and casein, in addition to packaging materials, are generally available from numerous suppliers and we are not dependent on any single supplier for these materials. Certain of the Specialty Foods Group’s raw materials and packaging supplies are purchased under long-term contracts in order to obtain lower costs. The prices of the Specialty Foods Group’s raw materials increase or decrease based on supply and demand.

      The Specialty Foods Group produces its products in 10 facilities located across the United States. For more information about the Specialty Foods Group’s manufacturing facilities, see “Item 2. Properties.”

      The Specialty Foods Group has several competitors in each of its product markets. In sales of private label products, the principal competitive factors are price relative to other private label suppliers, product quality and quality of service. For the Specialty Foods Group’s branded products, competition to obtain shelf-space with retailers is based on the expected or historical sales performance of the product compared to its competitors. In certain cases, the Specialty Foods Group pays fees to retailers to obtain shelf-space for a particular company-branded product. Competition for consumer sales is based on brand recognition, price, taste preferences and quality.

International Group

      Our International Group manufactures, markets and sells private label and branded milk, butter and cream through its internal sales force to retailers and distributors across Spain and Portugal. The International Group’s sales totaled $310.7 million in 2004, or approximately 3% of our consolidated sales.

      The following charts graphically depict the International Group’s 2004 sales by product category and channel, and indicate the percentage of private label sales versus company branded sales in 2004.

(1)  All of our International Group’s fluid dairy products are pasteurized at ultra-high temperatures (“UHT”).

6

(2)	Our International Group’s largest customers in 2004 were Carrefour, S.A., Lidl Supermercados S.A., and Eroski Sociedad Cooperativa, which accounted for approximately 25.2%, 11.2% and 10.8% of the International Group’s 2004 sales, respectively.
(3)	Including our proprietary Celta®, Campobueno®, Milsani® and La Vaquera® brands.

      Our International Group manufactures its products in five facilities in Spain and Portugal. For more information about our International Group facilities, see “Item 2. Properties.” In the fourth quarter of 2004 we completed construction of a new facility, located in Alpiarca, Portugal, which commenced production in December 2004. Our International Group operates its business primarily from its headquarters located in Pontedeume, Galicia, Spain.

      The long shelf life of our International Group’s UHT fluid milk products allows delivery by common carrier. Most of the International Group’s customers purchase our products either by purchase order or by contracts that are generally terminable at will by the customer. Our International Group’s sales are slightly seasonal, with sales tending to be lower in the third quarter.

      The primary raw material used by our International Group is raw milk. We purchase our raw milk from farmers’ cooperatives and other intermediaries pursuant to formal and informal contractual arrangements. Raw milk production volume is regulated by European Union quotas, which sometimes limit the availability of raw milk to processors. The price of raw milk is defined solely by supply and demand and can fluctuate widely. Our International Group purchases its packaging materials from two leading suppliers. Packaging materials represent a significant portion of our International Group’s raw material costs and are purchased under long-term contracts in order to obtain lower costs.

      The Iberian fluid dairy market, which includes Spain and Portugal, is characterized by relatively high per capita consumption and the UHT “brick pack” format dominates the industry. The combination of these factors makes the Iberian region one of the largest UHT markets in the world. The Iberian fluid dairy market has been characterized over the past 20 years by slow growth in the core products and faster growth for value-added products such as nutritionally enriched milks. The Iberian fluid dairy industry is highly competitive, with leading companies investing heavily in innovation and branding. The industry has undergone significant consolidation in the past 5 to 10 years leading to the emergence of several national brands, including our Celta brand. Our International Group competes with all the leading fluid dairy processors operating in the Iberian region. Competition between dairy processors for private label business has intensified recently as a result of retailer consolidation, and is based primarily on price, service and quality. Competition for branded sales to consumers is based on a number of factors, including brand recognition, price and quality.

      Effective January 1, 2005, our Rachel’s Organic Dairy business, which has historically been a part of Horizon Organic’s operations, was transferred to the International Group. Rachel’s Organic Dairy, which markets and sells organic dairy products across the United Kingdom, has one facility located in Aberystwth, Wales. The preceding discussion excludes Rachel’s Organic Dairy.

Current Business Strategy

Maximize Dairy Group Performance

      As the largest dairy processor in the United States, our Dairy Group is in a unique position to provide unmatched service, convenience and value to our customers. We are intently focused on maintaining and extending our Dairy Group’s leadership position by focusing on our customers’ needs.

      In 2004, our Dairy Group was successful in maintaining its sales volume despite extremely volatile raw milk prices and declining overall demand for dairy products in the United States, which we believe indicates that we are gaining market share. However, Dairy Group profitability suffered in 2004 due to an extremely competitive retail environment and a difficult raw material environment, as well as unusually high fuel and energy costs. We closed eight Dairy Group facilities in 2004 in an effort to reduce our cost structure. In 2005, we are focused on maintaining and growing our Dairy Group’s sales volume by continuing to provide our customers with the highest level of service, quality and value, while at the same time further reducing our cost

7

structure through rationalization of manufacturing and distribution networks and more efficient utilization of technology and other efficiency initiatives.

Consolidate and Reorganize WhiteWave Foods Company

      In the third quarter of 2004, we announced our intention to consolidate the three businesses included within our WhiteWave Foods Company segment (formerly the Branded Products Group segment) into a single operating unit. We believe this consolidation will allow us to interact with customers more efficiently and effectively as a single sales and marketing organization, and will enable us to create a simplified and more efficient supply chain for our branded business. We have completed the consolidation of the sales, marketing and research and development organization for the three companies, and in the third quarter of 2005, the employees of the new company will move to a new headquarters located in Broomfield, Colorado. The full integration of these businesses will be a lengthy process involving all aspects of the three companies’ operations, including purchasing, manufacturing, distribution and administration, and will include the selection and implementation of a new information technology platform. As part of our overall reorganization of WhiteWave Foods Company into a unified branded consumer packaged goods company, we also intend to bring in-house certain manufacturing activities that are currently being done by third parties. We expect the consolidation to be completed within the next 12 to 18 months. One of our primary strategic objectives in 2005 is the successful continuation of the consolidation and reorganization process.

      In addition, effective March 11, 2005, Mr. Steve Demos, President of WhiteWave Foods Company resigned his position. We have retained a leading executive recruiting firm to assist in the search for a new president. Mr. Gregg Engles, our Chairman of the Board and Chief Executive Officer, has assumed direct leadership of WhiteWave Foods Company on an interim basis.

Invest in the Growth and Profitability of our Brands

      In 2005, we intend to continue to invest in aggressively marketing our WhiteWave Foods Company brands, with an emphasis on our largest and most successful brands: Silk, Horizon Organic, International Delight and LAND O’LAKES. Further, we will continue to make capital expenditures allowing us to increase internal manufacturing, which we believe will allow us to better manage our working capital and increase profitability.

Developments Since January 1, 2004

Reorganization of WhiteWave Foods Company

      In the third quarter of 2004, we announced our intent to consolidate the three businesses included within WhiteWave Foods Company. See “— Current Business Strategy” above.

Tax-Free Spin-Off of Specialty Foods Group

      On January 27, 2005, we announced our intent to pursue a tax-free spin-off of our Specialty Foods Group. The spin-off will create a publicly traded food manufacturing company serving the retail grocery and foodservice markets with approximately 1,800 employees and estimated 2005 net sales of over $700 million. Also effective January 27, 2005, we hired a new management team, headed by Sam Reed, former CEO of Keebler Foods Company, to lead the new company. In conjunction with their employment, the management team made a cash investment of $10 million in the Specialty Foods Group, representing 1.7% ownership of the new business.

      As part of the spin-off, we intend to transfer our Mocha Mix® non-dairy creamer, Second Nature® egg substitute and foodservice salad dressings businesses to the Specialty Foods Group from WhiteWave Foods Company and our Dairy Group.

      The spin-off is intended to take the form of a tax-free distribution to our shareholders of a new publicly traded stock, which we expect to be listed on the New York Stock Exchange. We expect the spin-off to be completed in the third quarter of 2005, subject to confirmation by the Internal Revenue Service of the tax-free nature of the transaction, registration of the new security with the Securities and Exchange Commission and other customary closing conditions.

8

Acquisitions

Milk Products of Alabama

      On October 15, 2004 our Dairy Group acquired Milk Products of Alabama, a dairy manufacturer based in Decatur, Alabama. Milk Products of Alabama had net sales of approximately $34 million in 2003. As a result of this acquisition, we have expanded our production capabilities in the southeastern United States, allowing us to better serve our customers. Milk Products of Alabama’s results of operations are now included in the Morningstar division of our Dairy Group. We paid approximately $23.2 million for the purchase of Milk Products of Alabama, including costs of acquisition, and funded the purchase price with borrowings under our senior credit facility.

Tiger Foods

      On May 31, 2004, Leche Celta, our Spanish subsidiary, acquired Tiger Foods, a dairy processing business with one facility located in Avila, Spain. Tiger Foods, which had net sales of approximately $29 million in 2003, manufactures and distributes branded and private label UHT milk and dairy-based drinks throughout Spain, with an emphasis in the southern and central regions. Tiger Foods’ operations complement our Spanish operations and we expect this acquisition to allow us to reduce our transportation costs for raw milk and finished products due to the new facility’s geographic proximity to our raw milk suppliers and certain customers. We paid approximately $21.9 million for the purchase of the company, all of which was funded with borrowings under our senior credit facility.

Soy Processing Facility

      On April 5, 2004, WhiteWave Foods Company acquired a soy processing and packaging facility located in Bridgeton, New Jersey. Prior to the acquisition, the previous owner of the facility co-packed Silk products for us at the facility. As a result of the acquisition, we have increased our in-house processing and packaging capabilities for our soy products, resulting in cost reductions. We paid approximately $25.7 million for the purchase of the facility, all of which was funded using borrowings under our senior credit facility.

LAND O’LAKES East

      In 2002, we purchased a perpetual license to use the LAND O’LAKES brand on certain dairy products nationally, excluding cheese and butter. This perpetual license was subject, however, to a pre-existing sublicense entitling a competitor to manufacture and sell cream, sour cream and whipping cream in certain channels in the eastern United States. Effective March 31, 2004, we acquired that sublicense and certain customer relationships of the sublicensee (“LAND O’LAKES East”) for an aggregate purchase price of approximately $17 million, all of which was funded using borrowings under our senior credit facility. We now have the exclusive right to use the LAND O’LAKES brand on certain dairy products (other than cheese and butter) throughout the entire United States.

Ross Swiss Dairies

      On January 26, 2004, our Dairy Group acquired Ross Swiss Dairies, a dairy distributor based in Los Angeles, California, which had net sales of approximately $120 million in 2003. As a result of this acquisition, we have increased the distribution capability of our Dairy Group in southern California, allowing us to better serve our customers. Ross Swiss Dairies historically purchased a significant portion of its products from other processors. Now the majority of products distributed by Ross Swiss Dairies are manufactured in our southern California facilities. We paid approximately $21.8 million, including transaction costs, for the purchase of Ross Swiss Dairies and funded the purchase price with borrowings under our receivables-backed facility.

Horizon Organic

      On January 2, 2004, we completed the acquisition of the 87% of Horizon Organic Holding Corporation (“Horizon Organic”) that we did not already own. Horizon Organic had sales of over $200 million during

9

2003. We already owned approximately 13% of the outstanding common stock of Horizon Organic as a result of investments made in 1998. Third-party co-packers, including us, have historically done all of Horizon Organic’s manufacturing. During 2003, we produced approximately 27% of Horizon Organic’s fluid dairy products. We also distributed Horizon Organic’s products in several parts of the country. Horizon Organic is a leading branded organic foods company in the United States. Because organic foods are gaining popularity with consumers and because Horizon Organic’s products offer consumers an alternative to our Dairy Group’s traditional dairy products, we believe Horizon Organic is an important addition to our portfolio of brands. The aggregate purchase price for the 87% of Horizon Organic that we did not already own was approximately $287 million, including approximately $217 million of cash paid to Horizon Organic’s stockholders, the repayment of approximately $40 million of borrowings under Horizon Organic’s former credit facility, and transaction expenses of approximately $9 million, all of which was funded using borrowings under our senior credit facility and our receivables-backed facility. In addition, each of the options to purchase Horizon Organic’s common stock outstanding on January 2, 2004 was converted into an option to purchase .7301 shares of our stock, with an aggregate fair value of approximately $21 million. Beginning with the first quarter of 2004, Horizon Organic’s financial results are reported as part of our WhiteWave Foods Company segment.

      See Note 2 to our Consolidated Financial Statements for more information about our acquisitions.

Facility Closing and Reorganization Activities

      As part of our continued reorganization and cost reduction efforts in our Dairy Group, we closed eight Dairy Group facilities in 2004. The closed facilities were located in Lansing, Michigan; Wilkesboro, North Carolina; Madison, Wisconsin; Sulphur Springs, Texas; San Leandro and South Gate, California; Westwego, Louisiana and Pocatello, Idaho.

      On September 7, 2004, we announced our plan to exit the nutritional beverages business operated by our Specialty Foods Group segment, including the closure of a manufacturing facility in Benton Harbor, Michigan. In 2004, we experienced significant declines in volume on this product line and we believed those volumes could not be replaced without a significant investment in capital and research and development. We ceased nutritional beverages production in December 2004.

      We recorded a total of approximately $34.7 million in facility closing and reorganization costs during 2004. We expect to incur additional charges related to these restructuring plans of approximately $7.1 million, primarily in 2005. These charges include the following costs:

•  Workforce reductions as a result of facility closings, facility reorganizations and consolidation of administrative functions;

•  Shutdown costs, including those costs necessary to prepare abandoned facilities for closure;

•  Costs incurred after shutdown such as lease obligations or termination costs, utilities and property taxes;

•  Costs associated with the reorganization of WhiteWave Foods Company’s supply chain and distribution activities, including termination of certain contractual agreements; and

•  Write-downs of property, plant and equipment and other assets, primarily for asset impairments as a result of facilities that are no longer used in operations. The impairments relate primarily to owned buildings, land and equipment at the facilities, which are written down to their estimated fair value and held for sale.

      See Note 15 to our Consolidated Financial Statements for more information regarding our facility closing and reorganization activities.

10

Construction of New Facilities

      During 2004, our Dairy Group completed construction of a new dairy manufacturing and distribution facility in Las Vegas, Nevada. This facility commenced operations in the third quarter of 2004 and allows us to better serve the southern Nevada, Arizona, and southern Colorado markets. In addition, Leche Celta finished construction of our first dairy manufacturing facility in Portugal in the fourth quarter of 2004. The new facility is located in Alpiarca, Portugal and commenced production in December 2004. The new facility allows us to expand our Iberian operations.

Stock Buyback

      During 2004, we spent approximately $297 million, including commissions and fees, to repurchase 9.3 million shares of our common stock for an average purchase price of $31.90 per share. At March 11, 2005, approximately $118 million remained available under our current authorization. See Note 11 to our Consolidated Financial Statements and “Part II — Item 5. Market for Our Common Stock and Related Matters.”

Amendment to Credit Facility

      In August 2004, we amended our senior credit facility to (1) increase the size of our revolving credit facility from $1 billion to $1.5 billion, (2) increase the size of our term loan A from $850 million to $1.5 billion, (3) eliminate term loans B and C and (4) modify the interest rate and payment terms. When we amended our credit facility, we were required to write-off approximately $32.6 million of deferred financing costs that were incurred in connection with our credit facility prior to the amendment. These costs were being amortized over the previous terms of the revolving credit facility and term loans. See Note 9 to our Consolidated Financial Statements.

Employees

      As of December 31, 2004 we had the following employees:

		No. of		% of
		Employees		Total
Dairy Group			25,730		89.9	%
WhiteWave Foods Company			570		2.0
Specialty Foods Group			1,700		5.9
International Group			450		1.6
Corporate			160		0.6
	Total		28,610		100.0	%

      Approximately 38% of the Dairy Group’s employees and approximately 54% of the Specialty Foods Group’s employees participate in collective bargaining agreements.

Government Regulation

Public Health

      As a manufacturer and distributor of food products, we are subject to a number of food-related regulations, including the Federal Food, Drug and Cosmetic Act and regulations promulgated thereunder by the U.S. Food and Drug Administration (“FDA”). This comprehensive regulatory framework governs the manufacture (including composition and ingredients), labeling, packaging and safety of food in the United States. The FDA:

•  regulates manufacturing practices for foods through its current good manufacturing practices regulations,

11

•  specifies the standards of identity for certain foods, including many of the products we sell, and

•  prescribes the format and content of certain information required to appear on food product labels.

      In addition, the FDA enforces the Public Health Service Act and regulations issued thereunder, which authorize regulatory activity necessary to prevent the introduction, transmission or spread of communicable diseases. These regulations require, for example, pasteurization of milk and milk products. We are subject to numerous other federal, state and local regulations involving such matters as the licensing and registration of manufacturing facilities, enforcement by government health agencies of standards for our products, inspection of our facilities and regulation of our trade practices in connection with the sale of food products.

      We use quality control laboratories in our manufacturing facilities to test raw ingredients. Product quality and freshness are essential to the successful distribution of our products. To monitor product quality at our facilities, we maintain quality control programs to test products during various processing stages. We believe that our facilities and manufacturing practices comply with all material government regulations.

Employee Safety Regulations

      We are subject to certain safety regulations including regulations issued pursuant to the U.S. Occupational Safety and Health Act. These regulations require us to comply with certain manufacturing safety standards to protect our employees from accidents. We believe that we are in material compliance with all employee safety regulations.

Environmental Regulations

      We are subject to various environmental regulations. Ammonia, a refrigerant used extensively in our operations, is considered an “extremely” hazardous substance pursuant to U.S. federal environmental laws due to its toxicity. Also, certain of our facilities discharge biodegradable wastewater into municipal waste treatment facilities in excess of levels permitted under local regulations. Because of this, certain of our subsidiaries are required to pay wastewater surcharges or to construct wastewater pretreatment facilities. To date, such wastewater surcharges have not had a material effect on our Consolidated Financial Statements.

      We maintain above-ground or underground petroleum storage tanks at many of our facilities. These tanks are periodically inspected to determine compliance with applicable regulations. We are required to make expenditures from time to time in order to maintain compliance of these tanks. To date, such expenditures have not had a material effect on our Consolidated Financial Statements.

      We do not expect environmental compliance to have a material impact on our capital expenditures, earnings or competitive position in the foreseeable future.

Milk Industry Regulation

      The federal government establishes minimum prices that we must pay to producers in federally regulated areas for raw milk. Raw milk contains primarily raw skim milk, in addition to a small percentage of butterfat. The federal government establishes separate minimum prices for raw skim milk and butterfat. Raw milk delivered to our facilities is tested to determine the percentage of butterfat, and we pay our suppliers separate prices for the raw skim milk and butterfat based on the results of these tests.

      The federal government’s minimum prices are calculated by economic formula based on supply and demand and vary depending on the processor’s geographic location or sales area and the type of product manufactured using the raw product. Federal minimum prices change monthly. Class I butterfat and raw skim milk prices (which are the minimum prices we are required to pay for butterfat and raw skim milk that is processed into milk) and Class II raw skim milk prices (which are the prices we are required to pay for raw skim milk that is processed into products such as cottage cheese, creams, creamers, ice cream and sour cream) for each month are announced by the federal government by the 23rd day of the immediately preceding month. Class II butterfat prices for each month are announced on or before the fifth day after the end of that month.

12

      Some states have established their own rules for determining minimum prices for raw milk. In addition to the federal or state minimum prices, we also pay producer premiums, procurement costs and other related charges that vary by location and vendor. A few states also have retail pricing requirements.

      In Spain, the government has established a quota system regulating the amount of milk that can be sold by individual farmers and farm cooperatives, which affects the prices we pay for raw milk.

Brief History

      We commenced operations in 1988 through a predecessor entity. Our original operations consisted solely of a packaged ice business. Since then the following activity has occurred:

December 1993	•	Acquired Suiza Dairy Corporation, a regional dairy processor located in Puerto Rico. We then began acquiring other local and regional U.S. dairy processors, growing our dairy business rapidly primarily through acquisitions.
April 1996	•	Completed our initial public offering under our former name “Suiza Foods Corporation” and began trading on Nasdaq National Market.
January 1997	•	Completed a secondary offering.
March 1997	•	Began trading on the New York Stock Exchange.
August 1997	•	Acquired Franklin Plastics, Inc., a company engaged in the business of manufacturing and selling plastic containers. After the acquisition, we began acquiring other companies in the plastic packaging industry.
November 1997	•	Acquired Morningstar Foods Inc., whose business was the predecessor to our WhiteWave Foods Company. This was our first acquisition of a company with national brands.
April 1998	•	Sold our packaged ice operations.
May 1998	•	Acquired Continental Can Company, making us one of the largest plastic packaging companies in the United States.
July 1999	•	Sold all of our U.S. plastic packaging operations to Consolidated Container Company in exchange for cash and a minority interest in the purchaser.
January 2000	•	Acquired Southern Foods Group, L.P., the third largest dairy processor in the United States, making us the largest dairy processor in the country.
February 2000	•	Acquired Leche Celta, one of the largest dairy processors in Spain.
March and May 2000	•	Sold our European packaging operations.
December 2001	•	Acquired Dean Foods Company (“Legacy Dean”) and changed our name from Suiza Foods Corporation to Dean Foods Company. Legacy Dean changed its name to Dean Holding Company.
May 2002	•	Acquired the portion of White Wave, Inc. that we did not already own.
January 2004	•	Acquired the portion of Horizon Organic that we did not already own.
August 2004	•	Announced the consolidation of our Branded Products Group segment (now known as WhiteWave Foods Company).
January 2005	•	Announced our intention to pursue a tax-free spin-off of our Specialty Foods Group.

13

Minority Holdings

      We own an approximately 27% interest in Consolidated Container Company (“CCC”), one of the nation’s largest manufacturers of rigid plastic containers and our largest supplier of plastic bottles and bottle components. We have owned a minority interest in CCC since July 1999 when we sold our U.S. plastic packaging operations to CCC. Vestar Capital Partners controls CCC through a majority ownership interest. Less than 1% of CCC is owned indirectly by Alan Bernon, a member of our Board of Directors, and his brother Peter Bernon. Pursuant to our agreements with Vestar, we control 2 of the 7 seats on CCC’s Management Committee. We also have entered into various supply agreements with CCC pursuant to which we have agreed to purchase certain of our requirements for plastic bottles and bottle components from CCC. In 2004, we spent approximately $235.5 million on products purchased from CCC and $3.2 million to purchase equipment previously owned and operated by CCC. Because CCC has issued certain senior notes, CCC files annual, quarterly and other reports with the Securities and Exchange Commission. More information about CCC can be found on its website at www.cccllc.com or in its filings with the Securities and Exchange Commission available at www.sec.gov.

      See Note 3 to our Consolidated Financial Statements for more information about our investment in CCC.

Where You Can Get More Information

      Our fiscal year ends on December 31. We furnish our stockholders with annual reports containing audited financial statements. In addition, we file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. Legacy Dean, which is now known as Dean Holding Company and is a wholly owned subsidiary of ours, also files annual, quarterly and current reports with the Securities and Exchange Commission.

      You may read and copy any reports, statements or other information that we or Dean Holding Company file with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 450 Fifth Street, N.W., Washington D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the Securities and Exchange Commission. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the operation of the Public Reference Room.

      We file our reports with the Securities and Exchange Commission electronically via the Securities and Exchange Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”). The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding companies that file electronically with the Securities and Exchange Commission via EDGAR. The address of this Internet site is http://www.sec.gov.

      We also make available free of charge through our website at www.deanfoods.com our annual report on Form 10-K, quarterly reports on Form  10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.

14

      Our Code of Ethics, which is applicable to all of our employees and directors, is available on our corporate website at www.deanfoods.com, together with the Corporate Governance Principles of our Board of Directors and the charters of all of the Committees of our Board of Directors. Any waivers that we may grant to our executive officers or directors under the Code of Ethics, and any amendments to our Code of Ethics, will be posted on our corporate website. If you would like hard copies of any of these documents, or of any of our filings with the Securities and Exchange Commission, write or call us at:

Dean Foods Company

2515 McKinney Avenue, Suite 1200

Dallas, Texas 75201

(214) 303-3400

Attention: Investor Relations

15

Item 2. Properties

Dairy Group

      Our Dairy Group currently conducts its manufacturing operations from the following facilities, most of which are owned:

	Number of
Region	Facilities		Locations of Facilities
Northeast		15	• Bangor, Maine
			• Lynn, Massachusetts
			• Franklin, Massachusetts
			• Mendon, Massachusetts
			• Burlington, New Jersey
			• Union, New Jersey
			• Rensselaer, New York
			• Akron, Ohio
			• Belleville, Pennsylvania
			• Erie, Pennsylvania
			• Lansdale, Pennsylvania
			• Lebanon, Pennsylvania
			• Schuylkill Haven, Pennsylvania
			• Sharpsville, Pennsylvania
			• Springfield, Virginia
Southeast		20	• Birmingham, Alabama (2)
			• Louisville, Kentucky
			• Newport, Kentucky
			• Orange City, Florida
			• Orlando, Florida
			• Miami, Florida
			• Baxley, Georgia
			• Braselton, Georgia
			• Hickory, North Carolina
			• Winston-Salem, North Carolina
			• Marietta, Ohio
			• Toledo, Ohio
			• Florence, South Carolina
			• Spartanburg, South Carolina
			• Athens, Tennessee
			• Kingsport, Tennessee
			• Nashville, Tennessee (2)
			• Portsmouth, Virginia
Midwest		18	• Belvidere, Illinois
			• Chemung, Illinois
			• Huntley, Illinois
			• O’Fallon, Illinois
			• Rockford, Illinois
			• Huntington, Indiana

16

	Number of
Region	Facilities		Locations of Facilities
			• Rochester, Indiana
			• Detroit, Michigan
			• Evart, Michigan
			• Flint, Michigan
			• Grand Rapids, Michigan
			• Livonia, Michigan
			• Thief River Falls, Minnesota
			• Woodbury, Minnesota
			• Bismarck, North Dakota
			• Springfield, Ohio
			• Sioux Falls, South Dakota
			• Sheboygan, Wisconsin
Southwest		38	• Buena Park, California (2)
			• City of Industry, California
			• Fullerton, California
			• Hayward, California
			• Riverside, California
			• Tulare, California
			• Delta, Colorado
			• Denver, Colorado (3)
			• Englewood, Colorado
			• Greeley, Colorado
			• Honolulu, Hawaii
			• Hilo, Hawaii
			• Boise, Idaho
			• New Orleans, Louisiana
			• Shreveport, Louisiana
			• Billings, Montana
			• Great Falls, Montana
			• Kalispell, Montana
			• Lincoln, Nebraska
			• Las Vegas, Nevada
			• Reno, Nevada
			• Albuquerque, New Mexico (2)
			• Tulsa, Oklahoma
			• Dallas, Texas (2)
			• El Paso, Texas
			• Houston, Texas
			• Lubbock, Texas
			• McKinney, Texas
			• San Antonio, Texas
			• Sulphur Springs, Texas
			• Waco, Texas
			• Orem, Utah

17

	Number of
Region	Facilities		Locations of Facilities
			• Salt Lake City, Utah
Morningstar		14	• Decatur, Alabama
			• City of Industry, California (2)
			• Gustine, California
			• Newington, Connecticut
			• Jacksonville, Florida
			• Thornton, Illinois
			• Murray, Kentucky
			• Frederick, Maryland
			• White Bear Lake, Minnesota
			• New Delhi, New York
			• Sulphur Springs, Texas
			• Mt. Crawford, Virginia
			• Richland Center, Wisconsin

      Each of the Dairy Group’s manufacturing facilities also serves as a distribution facility. In addition, our Dairy Group has numerous distribution branches located across the country, some of which are owned but most of which are leased. The Dairy Group’s headquarters are located in Dallas, Texas in leased premises.

WhiteWave Foods Company

      The WhiteWave Foods Company segment owns the following properties:

	Number of
	Facilities		Locations of Facilities
Manufacturing Facilities		2	• Boulder, Colorado
			• Bridgeton, New Jersey

      In addition, WhiteWave Foods Company conducts soy extraction operations at three Dairy Group manufacturing facilities and at one facility owned and operated by a third-party manufacturer. WhiteWave Foods Company also owns two organic dairy farms located in Paul, Idaho and Kennedyville, Maryland.

      WhiteWave Foods Company’s headquarters are located in leased premises in Boulder, Colorado.

Specialty Foods Group

      Our Specialty Foods Group segment currently conducts its manufacturing operations from facilities in the following locations, all of which are owned:

	Number of
	Facilities		Locations of Facilities
Manufacturing Facilities		10	• LaJunta, Colorado
			• New Hampton, Iowa
			• Chicago, Illinois
			• Dixon, Illinois
			• Pecatonica, Illinois
			• Plymouth, Indiana
			• Wayland, Michigan
			• Faison, North Carolina
			• Portland, Oregon
			• Green Bay, Wisconsin

      The Specialty Foods Group’s headquarters are located at its facility in Green Bay, Wisconsin.

18

International Group

      Our International Group currently manufactures its products from facilities in the following locations, all of which are owned:

	Number of
	Facilities		Locations of Facilities
Manufacturing Facilities		6	• Alpiarca, Portugal
			• Avila, Spain
			• Meira, Spain
			• Meruelo, Spain
			• Pontedeume, Spain
			• Aberystwyth, United Kingdom

      The International Group’s headquarters are located in owned premises in Pontedeume, Spain.

Corporate

      Our corporate headquarters are located in leased premises at 2515 McKinney Avenue, Suite 1200, Dallas, Texas 75201.

Item 3. Legal Proceedings

      We are not party to, nor are our properties the subject of, any material pending legal proceedings. However, we are parties from time to time to certain claims, litigation, audits and investigations. We believe that we have established adequate reserves to satisfy any potential liability we may have under all such claims, litigations, audits and investigations that are currently pending. In our opinion, the settlement of any such currently pending or threatened matter is not expected to have a material adverse impact on our financial position, results of operations or cash flows.

Item 4. Submission of Matters to a Vote of Security Holders

      No matter was submitted by us during the fourth quarter of 2004 to a vote of security holders, through the solicitation of proxies or otherwise.

19

PART II

Item 5. Market for Our Common Stock and Related Matters

      Our common stock began trading on the Nasdaq National Market on April 17, 1996, and continued trading on the Nasdaq until March 5, 1997, when it began trading on the New York Stock Exchange under the symbol “SZA.” We changed our trading symbol to “DF” effective December 24, 2001. The following table sets forth the high and low sales prices of our common stock as quoted on the New York Stock Exchange for the last two fiscal years. At March 11, 2005, there were approximately 6,054 record holders of our common stock.

		High		Low
2003:
	First Quarter	$	28.98	$	24.76
	Second Quarter		31.50		28.41
	Third Quarter		33.52		27.96
	Fourth Quarter		33.25		30.01
2004:
	First Quarter		36.86		31.15
	Second Quarter		37.40		32.76
	Third Quarter		37.44		29.87
	Fourth Quarter		33.25		28.46
2005:
	First Quarter (through March 11, 2005)		35.60		31.74

      We have never declared or paid a cash dividend on our common stock. Our current intention is to retain all earnings to fund working capital fluctuations, capital expenditures and scheduled debt repayments, and we do not anticipate paying cash dividends on our common stock in the foreseeable future. Moreover, our senior credit facility contains certain restrictions on our ability to pay cash dividends. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Current Debt Obligations” and Note 9 to our Consolidated Financial Statements for further information regarding the terms of our senior credit facility.

      The following table summarizes the repurchase of our common stock during 2004:

							Maximum Number
					At End of Period,		(or Approximate
					Total Number of		Dollar Value) of
					Shares (or Units)		Shares (or Units)
					Purchased as		that May Yet
	Total Number of		Average		Part of Publicly		be Purchased
	Shares (or Units)		Price Paid		Announced Plans		Under the Plans
Period (1)	Purchased		Per Share(2)		or Programs		or Programs(3)
March 2004		150,000	$	34.40		41,941,466	$	109.4 million
August 2004		2,170,000		36.22		44,111,466		31.2 million
September 2004		5,655,000		30.67		49,766,466		57.7 million
October 2004		1,335,000		29.70		51,101,466		118.0 million
Total		9,310,000		31.88

(1)	Repurchases during 2004 were made only in the months listed. There have been no repurchases during the period January 1, 2005 through March 11, 2005.
(2)	Excludes fees and commissions paid on stock repurchases.
(3)	Amount represents maximum amount authorized for share repurchases. The amount can be increased by actions of our Board of Directors.

20

Item 6. Selected Financial Data

      The following selected financial data as of and for each of the five years in the period ended December 31, 2004 has been derived from our audited Consolidated Financial Statements. The selected financial data do not purport to indicate results of operations as of any future date or for any future period. The selected financial data should be read in conjunction with our Consolidated Financial Statements and related Notes.

				Year Ended December 31
				2004			2003			2002(1)			2001(1)			2000(1)
				(Dollars in thousands except share data)
Operating data:
	Net sales(2)			$	10,822,285		$	9,184,616		$	8,991,464		$	5,974,555		$	5,499,712
	Cost of sales				8,257,756			6,808,207			6,642,773			4,574,258			4,150,170
	Gross profit				2,564,529			2,376,409			2,348,691			1,400,297			1,349,542
	Operating costs and expenses:
		Selling and distribution			1,512,507			1,345,065			1,321,763			794,937			756,445
		General and administrative			349,683			317,342			337,496			176,642			174,353
		Amortization of intangibles(3)			6,650			4,949			7,775			51,361			49,776
		Facility closing and reorganization costs			34,695			11,787			19,050			9,550			2,747
		Other operating (income) expense(4)			(5,899	)		(68,719	)		—			(17,306	)		7,500
			Total operating costs and expenses		1,897,636			1,610,424			1,686,084			1,015,184			990,821
Operating income					666,893			765,985			662,607			385,113			358,721
Other (income) expense:
	Interest expense(5)				204,770			181,134			197,685			103,820			99,329
	Financing charges on trust issued preferred securities				—			14,164			33,578			33,581			33,595
	Equity in (earnings) losses of unconsolidated affiliates				—			(244	)		7,899			23,620			(11,453	)
	Other (income) expense, net				(253	)		(2,625	)		2,660			4,817			(233	)
			Total other expense		204,517			192,429			241,822			165,838			121,238
Income from continuing operations before income taxes					462,376			573,556			420,785			219,275			237,483
Income taxes					177,002			217,853			152,988			80,160			92,489
Minority interest in earnings(6)					—			—			46			31,431			29,911
Income from continuing operations					285,374			355,703			267,751			107,684			115,083
Loss on sale of discontinued operations, net of tax					—			—			(8,231	)		—			—
Income from discontinued operations, net of tax					—			—			879			3,592			3,636
Income before cumulative effect of accounting change					285,374			355,703			260,399			111,276			118,719
Cumulative effect of accounting change, net of tax					—			—			(84,983	)		(1,446	)		—
			Net income	$	285,374		$	355,703		$	175,416		$	109,830		$	118,719
Basic earnings per common share:
	Income from continuing operations			$	1.85		$	2.45		$	1.98		$	1.28		$	1.36
	Income (loss) from discontinued operations				—			—			(.05	)		.04			.04
	Cumulative effect of accounting change				—			—			(.63	)		(.02	)		—
			Net income	$	1.85		$	2.45		$	1.30		$	1.30		$	1.40
Diluted earnings per common share:
	Income from continuing operations			$	1.78		$	2.27		$	1.77		$	1.17		$	1.24
	Income (loss) from discontinued operations				—			—			(.05	)		.03			.03
	Cumulative effect of accounting change				—			—			(.51	)		(.01	)		—
			Net income	$	1.78		$	2.27		$	1.21		$	1.19		$	1.27
Average common shares:
	Basic				154,635,979			145,201,412			135,031,274			84,454,194			84,585,129
	Diluted				160,704,576			160,695,670			163,163,904			110,676,222			110,013,792
Other data:
	Ratio of earnings to combined fixed charges and preferred stock dividends(7)				3.10	x		3.53	x		2.78	x		2.86	x		2.68x
Balance sheet data (at end of period):
	Total assets			$	7,756,368		$	6,992,536		$	6,582,266		$	6,691,897		$	3,780,478
	Long-term debt(8)				3,257,259			2,791,514			2,727,924			3,068,497			1,353,269
	Other long-term liabilities				341,531			279,823			312,110			196,189			53,753
	Mandatorily redeemable convertible trust issued preferred securities				—			—			585,177			584,605			584,032
	Total stockholders’ equity				2,661,137			2,542,813			1,643,293			1,475,880			598,832

21

(1)	Balances for 2000 through 2002 have been adjusted to remove our Puerto Rico operations, which have been reclassified as discontinued operations.
(2)	Net sales have been restated to reflect the adoption of Emerging Issues Task Force (“EITF”) Issue No. 01-09 “Accounting for Consideration Given by a Vendor to a Customer.” The net effect was to decrease net sales by $33.7 million and $29.9 million in 2001 and 2000, respectively. There was no impact on our net income as a result of the adoption of this issue.
(3)	On January 1, 2002, we adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” which requires, among other things, that goodwill and other intangible assets with indefinite lives no longer be amortized and that recognized intangible assets with finite lives be amortized over their respective useful lives. As required by SFAS No. 142, our results for periods prior to 2002 have not been restated.
(4)	Results for 2004 include a gain of $5.9 million primarily related to the settlement of litigation. Results for 2003 include a gain of $66.2 million on the sale of our frozen pre-whipped topping and frozen creamer operations and a gain of $2.5 million related to the divestiture of 11 facilities in 2001. Results for 2001 include a gain of $47.5 million on the divestiture of 11 facilities offset by an expense of $28.5 million resulting from a payment to a supplier as consideration for modifications to an agreement and an impairment charge of $1.7 million on a water plant. Results in 2000 include litigation settlement costs of $7.5 million.
(5)	Results for 2004 include a charge of $32.6 million to write-off deferred financing costs related to the refinancing of our credit facility. Results for 2001 and 2000 have been restated to reflect the adoption of SFAS No. 145 “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections.” Gains and losses that were previously recorded as extraordinary items related to the early extinguishment of debt, which were a $7.3 million loss in 2001 and a $7.7 million gain in 2000, have been reclassified to interest expense. There was no effect on net income.
(6)	In December 2001, in connection with our acquisition of the former Dean Foods Company (“Legacy Dean”), we purchased Dairy Farmers of America’s 33.8% interest in our Dairy Group.
(7)	For purposes of calculating the ratio of earnings to combined fixed charges and preferred stock dividends, “earnings” represents income before income taxes plus fixed charges. “Fixed charges” consist of interest on all debt, amortization of deferred financing costs and the portion of rental expense that we believe is representative of the interest component of rent expense.
(8)	Includes amounts outstanding under subsidiary lines of credit and the current portion of long-term debt.

22

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Business Overview

      We are a leading food and beverage company. Our Dairy Group is the largest processor and distributor of milk and various other dairy products in the United States. The Dairy Group manufactures and sells its products under a variety of local and regional brand names and under customer private labels. Our WhiteWave Foods Company manufactures, markets and sells a variety of well known soy, dairy and dairy-related nationally branded products including, for example: Silk® soymilk and cultured soy products; Horizon Organic® dairy products, juices and other products; International Delight® coffee creamers; Marie’s® refrigerated dips and dressings; and LAND O’ LAKES® fluid dairy and cultured products. Our Specialty Foods Group is the leading private label pickle processor in the United States and a maker of a variety of other food products. In January 2005, we announced our intention to pursue a tax-free spin-off of our Specialty Foods Group segment to our shareholders. See “— Developments Since January 1, 2004 — Tax Free Spin-Off of Specialty Foods Group.” We also own the fourth largest dairy processor in Spain.

      Dairy Group — Our Dairy Group segment is our largest segment, with approximately 80% of our consolidated sales in 2004. Our Dairy Group manufactures, markets and distributes a wide variety of branded and private label dairy case products, such as milk, cream, ice cream, cultured dairy products and juices to retailers, distributors, foodservice outlets, schools and governmental entities across the United States. The Dairy Group also manufactures a portion of the products marketed and sold by WhiteWave Foods Company. Due to the perishable nature of the Dairy Group’s products, our Dairy Group delivers the majority of its products directly to its customers’ stores in refrigerated trucks or trailers that we own or lease. This form of delivery is called a “direct store delivery” or “DSD” system and we believe we have one of the most extensive refrigerated DSD systems in the United States. The Dairy Group sells its products primarily on a local or regional basis through its local and regional sales forces, although some national customer relationships are coordinated by the Dairy Group’s corporate sales department. Most of the Dairy Group’s customers, including its largest customer, purchase products from the Dairy Group either by purchase order or pursuant to contracts that are generally terminable at will by the customer. The Dairy Group’s sales are slightly seasonal, with sales tending to be higher in the third and fourth quarters.

      The dairy industry is a mature industry that has traditionally been characterized by slow to flat growth, low profit margins, fragmentation and excess capacity. Excess capacity resulted from the development of more efficient manufacturing techniques, the establishment of captive dairy manufacturing operations by some grocery retailers and declining demand for fluid milk products. Since 1990, the dairy industry has experienced significant consolidation led in part by us. Consolidation has tended to lower costs and raise efficiency. However, consumption of traditional fluid dairy products has continued to decline. According to the United States Department of Agriculture, per capita consumption of fluid milk and cream decreased by over 10% from 1990 to the end of 2003, although total consumption has remained relatively flat over the same period due to population increases. Therefore, volume sales growth across the industry generally remains flat to modest, profit margins generally remain low and excess manufacturing capacity continues to exist. In this environment, price competition is particularly intense, as smaller processors struggle to retain enough volume to cover their fixed costs. In response to this dynamic, in addition to the significant competitive pressure caused by the ongoing consolidation among food retailers, many processors, including us, are now placing an increased emphasis on product differentiation, and cost reduction in an effort to increase consumption, sales and margins.

      Our Dairy Group has several competitors in each of our major product and geographic markets. Competition between dairy processors for shelf-space with retailers is based primarily on price, service and quality, while competition for consumer sales is based on a variety of factors such as brand recognition, price, taste preference and quality. Dairy products also compete with many other beverages and nutritional products for consumer sales.

      WhiteWave Foods Company — The WhiteWave Foods Company’s operations have historically been conducted through three distinct operating units: White Wave, Inc. (“White Wave”), Horizon Organic and Dean National Brand Group. We are currently in the process of consolidating these three operating units and

23

expect the consolidation to be completed in 2006. WhiteWave Foods Company manufactures, develops, markets and sells a variety of nationally-branded soy, dairy and dairy-related products, such as Silk soymilk and cultured soy products; Horizon Organic dairy products, juices and other products; International Delight coffee creamers; and LAND O’LAKES creamers and cultured products. WhiteWave Foods Company also sells Sun Soy® soymilk; The Organic Cow of Vermont® organic dairy products; White Wave® and Tofu Town® branded tofu; Hershey’s® milks and milkshakes; Marie’s dips and dressings; and Naturally Yours® sour cream. We license the LAND O’LAKES and Hershey’s names from third parties.

      WhiteWave Foods Company sells its products to a variety of customers, including grocery stores, club stores, natural foods stores, mass merchandisers, convenience stores and foodservice outlets. In 2004, approximately 84% of WhiteWave Foods Company’s sales were to retailers and approximately 8% were to foodservice outlets. WhiteWave Foods Company’s customer base is diverse, with no single customer representing more than 10% of sales in 2004. WhiteWave Foods Company sells its products through its internal sales force and through independent brokers. The majority of WhiteWave Foods Company’s products are sold pursuant to customer purchase order or pursuant to contracts that are generally terminable at will by the customer.

      WhiteWave Foods Company has several competitors in each of its product markets. Competition to obtain shelf-space with retailers for a particular product is based primarily on the expected or historical sales performance of the product compared to its competitors. Also, in some cases, WhiteWave Foods Company pays fees to retailers to obtain shelf-space for a particular product. Competition for consumer sales is based on many different factors, including brand recognition, price, taste preferences and quality. Consumer demand for soy and organic foods has grown rapidly in recent years due to growing consumer confidence in the health benefits of soy and organic foods, and WhiteWave Foods Company has a leading position in the soy and organic foods category. However, our soy and organic food products compete with many other beverages and nutritional products for consumer sales.

      Specialty Foods Group — Our Specialty Foods Group is the nation’s leading private label pickle processor, and one of the largest manufacturers and sellers of non-dairy powdered creamer in the United States. The Specialty Foods Group also manufactures and sells a variety of other foods, such as aseptic sauces and puddings. In January 2005 we announced our intention to pursue a tax-free spin-off of our Specialty Foods Group segment. See “— Developments since January 1, 2004.”

      The Specialty Foods Group’s products are delivered to customers’ stores and warehouses primarily by common carrier. The Specialty Foods Group sells its products through its internal sales force and through independent brokers. Most of the Specialty Foods Group’s customers purchase products from the Specialty Foods Group either by purchase order or pursuant to contracts that are generally terminable at will by the customer.

      The Specialty Foods Group has several competitors in each of its product markets. In sales of private label products, the principal competitive factors are price relative to other private label suppliers, product quality and quality of service. For the Specialty Foods Group’s branded products, competition to obtain shelf-space with retailers is based on the expected or historical sales performance of the product compared to its competitors. In certain cases, the Specialty Foods Group pays fees to retailers to obtain shelf-space for a particular company-branded product. Competition for consumer sales is based on brand recognition, price, taste preferences, and quality.

      International Group — Our International Group, which does not qualify as a reportable segment, manufactures, markets and sells private label and branded milk, butter and cream through its internal sales force to retailers and distributors across Spain and Portugal. Also, effective January 1, 2005, our Rachel’s Organic Dairy business, which has historically been part of Horizon Organic’s operations, was transferred to the International Group.

24

Developments Since January 1, 2004

Reorganization of WhiteWave Foods Company

      In the third quarter of 2004, we announced our intention to consolidate the three businesses included within our WhiteWave Foods Company segment (formerly the Branded Products Group segment) into a single operating unit. We believe this consolidation will allow us to interact with customers more efficiently and effectively as a single sales and marketing organization, and will enable us to create a simplified and more efficient supply chain for our branded business. We have completed the consolidation of the sales, marketing and research and development organization for the three companies, and in the third quarter of 2005, the employees of the new company will move to a new headquarters located in Broomfield, Colorado. The full integration of these businesses will be a lengthy process involving all aspects of the three companies’ operations, including purchasing, manufacturing, distribution and administration, and will include the selection and implementation of a new information technology platform. As part of our overall reorganization of WhiteWave Foods Company into a unified branded consumer packaged goods company, we also intend to bring in-house certain manufacturing activities that are currently being done by third parties.

      In addition, effective March 11, 2005, Mr. Steve Demos, President of WhiteWave Foods Company resigned his position. We have retained a leading executive recruiting firm to assist in the search for a new president. Mr. Gregg Engles, our Chairman of the Board and Chief Executive Officer, has assumed direct leadership of WhiteWave Foods Company on an interim basis.

Tax-Free Spin-Off of Specialty Foods Group

      On January 27, 2005, we announced our intent to pursue a tax-free spin-off of our Specialty Foods Group. The spin-off will create a publicly traded food manufacturing company serving the retail grocery and foodservice markets with approximately 1,800 employees and estimated 2005 net sales of over $700 million. Also effective January 27, 2005, we hired a management team, headed by Sam Reed, former CEO of Keebler Foods Company, to lead the new company. In conjunction with their employment, the management team made a cash investment of $10 million in the Specialty Foods Group, representing 1.7% ownership of the new business.

      As part of the spin-off, we intend to transfer our Mocha Mix® non-dairy creamer, Second Nature® egg substitute and foodservice salad dressings businesses to the Specialty Foods Group from WhiteWave Foods Company and our Dairy Group.

      The spin-off is intended to take the form of a tax-free distribution to our shareholders of a new publicly traded stock, which we expect to be listed on the New York Stock Exchange. We expect the spin-off to be completed in the third quarter of 2005, subject to confirmation by the Internal Revenue Service of the tax-free nature of the transaction, registration of the new security with the Securities and Exchange Commission and other customary closing conditions.

Acquisitions

Milk Products of Alabama

      On October 15, 2004, our Dairy Group acquired Milk Products of Alabama, a dairy manufacturer based in Decatur, Alabama. Milk Products of Alabama had net sales of approximately $34 million in 2003. As a result of this acquisition, we have expanded our production capabilities in the southeastern United States, allowing us to better serve our customers. Milk Products of Alabama’s results of operations are now included in the Morningstar division of our Dairy Group. We paid approximately $23.2 million for the purchase of Milk Products of Alabama, including costs of acquisition, and funded the purchase price with borrowings under our senior credit facility.

Tiger Foods

      On May 31, 2004, Leche Celta, our Spanish subsidiary, acquired Tiger Foods, a dairy processing business with one facility located in Avila, Spain. Tiger Foods, which had net sales of approximately $29 million in

25

2003, manufactures and distributes branded and private label UHT milk and dairy-based drinks throughout Spain, with an emphasis in the southern and central regions. Tiger Foods’ operations complement our Spanish operations and we expect this acquisition to allow us to reduce our transportation costs for raw milk and finished products due to the new facility’s geographic proximity to our raw milk suppliers and certain customers. We paid approximately $21.9 million for the purchase of the company, all of which was funded with borrowings under our senior credit facility.

Soy Processing Facility

      On April 5, 2004, our WhiteWave Foods Company acquired a soy processing and packaging facility located in Bridgeton, New Jersey. Prior to the acquisition, the previous owner of the facility co-packed Silk products for us at the facility. As a result of the acquisition, we have increased our in-house processing and packaging capabilities for our soy products, resulting in cost reductions. We paid approximately $25.7 million for the purchase of the facility, all of which was funded using borrowings under our senior credit facility.

LAND O’LAKES East

      In 2002, we purchased a perpetual license to use the LAND O’LAKES brand on certain dairy products nationally, excluding cheese and butter. This perpetual license was subject, however, to a pre-existing sublicense entitling a competitor to manufacture and sell cream, sour cream and whipping cream in certain channels in the eastern United States. Effective March 31, 2004, we acquired that sublicense and certain customer relationships of the sublicensee (“LAND O’LAKES East”) for an aggregate purchase price of approximately $17 million, all of which was funded using borrowings under our senior credit facility. We now have the exclusive right to use the LAND O’LAKES brand on certain dairy products (other than cheese and butter) throughout the entire United States.

Ross Swiss Dairies

      On January 26, 2004, our Dairy Group acquired Ross Swiss Dairies, a dairy distributor based in Los Angeles, California, which had net sales of approximately $120 million in 2003. As a result of this acquisition, we have increased the distribution capability of our Dairy Group in southern California, allowing us to better serve our customers. Ross Swiss Dairies has historically purchased a significant portion of its products from other processors. Now the majority of products distributed by Ross Swiss Dairies are manufactured in our southern California facilities. We paid approximately $21.8 million, including transaction costs, for the purchase of Ross Swiss Dairies and funded the purchase price with borrowings under our receivables-backed facility.

Horizon Organic

      On January 2, 2004, we completed the acquisition of the 87% of Horizon Organic Holding Corporation (“Horizon Organic”) that we did not already own. Horizon Organic had sales of over $200 million during 2003. We already owned approximately 13% of the outstanding common stock of Horizon Organic as a result of investments made in 1998. Third-party co-packers, including us, have historically done all of Horizon Organic’s manufacturing. During 2003, we produced approximately 27% of Horizon Organic’s fluid dairy products. We also distributed Horizon Organic’s products in several parts of the country. Horizon Organic is a leading branded organic foods company in the United States. Because organic foods are gaining popularity with consumers and because Horizon Organic’s products offer consumers an alternative to our Dairy Group’s traditional dairy products, we believe Horizon Organic is an important addition to our portfolio of brands. The aggregate purchase price for the 87% of Horizon Organic that we did not already own was approximately $287 million, including approximately $217 million of cash paid to Horizon Organic’s stockholders, the repayment of approximately $40 million of borrowings under Horizon Organic’s former credit facility, and transaction expenses of approximately $9 million, all of which was funded using borrowings under our senior credit facility and our receivables-backed facility. In addition, each of the options to purchase Horizon Organic’s common stock outstanding on January 2, 2004 was converted into an option to purchase

26

..7301 shares of our stock, with an aggregate fair value of approximately $21 million. Beginning with the first quarter of 2004, Horizon Organic’s financial results are reported in our WhiteWave Foods Company segment.

      See Note 2 to our Consolidated Financial Statements for more information about our acquisitions.

Facility Closing and Reorganization Activities

      As part of our continued reorganization and cost reduction efforts in our Dairy Group, we closed eight Dairy Group facilities in 2004. The closed facilities were located in Lansing, Michigan; Wilkesboro, North Carolina; Madison, Wisconsin; Sulphur Springs, Texas; San Leandro and South Gate, California; Westwego, Louisiana and Pocatello, Idaho.

      On September 7, 2004, we announced our plan to exit the nutritional beverages business operated by our Specialty Foods Group segment, including the closure of a manufacturing facility in Benton Harbor, Michigan. In 2004, we experienced significant declines in volume on this product line and we believed those volumes could not be replaced without a significant investment in capital and research and development. We ceased nutritional beverages production in December 2004.

      We recorded a total of approximately $34.7 million in facility closing and reorganization costs during 2004. We expect to incur additional charges related to these restructuring plans of approximately $7.1 million, primarily in 2005. These charges include the following costs:

•  Workforce reductions as a result of facility closings, facility reorganizations and consolidation of administrative functions;

•  Shutdown costs, including those costs necessary to prepare abandoned facilities for closure;

•  Costs incurred after shutdown such as lease obligations or termination costs, utilities and property taxes;

•  Costs associated with the reorganization of WhiteWave Foods Company’s supply chain and distribution activities, including termination of certain contractual agreements; and

•  Write-downs of property, plant and equipment and other assets, primarily for asset impairments as a result of facilities that are no longer used in operations. The impairments relate primarily to owned buildings, land and equipment at the facilities, which are written down to their estimated fair value and held for sale.

      See Note 15 to our Consolidated Financial Statements for more information regarding our facility closing and reorganization activities.

Construction of New Facilities

      During 2004, our Dairy Group completed construction of a new dairy manufacturing and distribution facility in Las Vegas, Nevada. This facility commenced operations in the third quarter of 2004 and allows us to better serve the southern Nevada, Arizona and southern Colorado markets. In addition, Leche Celta finished construction of our first dairy manufacturing facility in Portugal in the fourth quarter of 2004. The new facility is located in Alpiarca, Portugal and commenced production in December 2004. The new facility allows us to expand our Iberian operations.

Stock Buyback

      During 2004, we spent approximately $297 million, including commissions and fees, to repurchase 9.3 million shares of our common stock for an average purchase price of $31.90 per share. At March 11, 2005, approximately $118 million remained available under our current authorization. See Note 11 to our Consolidated Financial Statements.

27

Amendment to Credit Facility

      In August 2004, we amended our senior credit facility to (1) increase the size of our revolving credit facility from $1 billion to $1.5 billion, (2) increase the size of our term loan A from $850 million to $1.5 billion, (3) eliminate term loans B and C and (4) modify the interest rate and payment terms. When we amended our credit facility, we were required to write-off approximately $32.6 million of deferred financing costs that were incurred in connection with our credit facility prior to the amendment. These costs were being amortized over the previous terms of the revolving credit facility and term loans. See Note 9 to our Consolidated Financial Statements.

Results of Operations

      The following table presents certain information concerning our financial results, including information presented as a percentage of net sales.

			Year Ended December 31
			2004						2003						2002
			Dollars			Percent			Dollars			Percent			Dollars		Percent
			(Dollars in millions)
Net sales			$	10,822.3			100.0	%	$	9,184.6			100.0	%	$	8,991.5		100.0	%
Cost of sales				8,257.8			76.3			6,808.2			74.1			6,642.8		73.9
Gross profit				2,564.5			23.7			2,376.4			25.9			2,348.7		26.1
Operating costs and expenses:
	Selling and distribution			1,512.5			14.0			1,345.1			14.6			1,321.8		14.7
	General and administrative			349.7			3.2			317.3			3.5			337.5		3.7
	Amortization of intangibles			6.6			0.1			4.9			0.1			7.8		0.1
	Facility closing and reorganization costs			34.7			0.3			11.8			0.1			19.0		0.2
	Other operating income			(5.9	)		(0.1	)		(68.7	)		(0.7	)		—		—
		Total operating costs and expenses		1,897.6			17.5			1,610.4			17.6			1,686.1		18.7
Total operating income			$	666.9			6.2	%	$	766.0			8.3	%	$	662.6		7.4	%

Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 — Consolidated Results

      Net Sales — Consolidated net sales increased approximately 17.8% to $10.82 billion during 2004 from $9.18 billion in 2003. Net sales by segment are shown in the table below.

		Net Sales
						$ Increase/			% Increase/
		2004		2003		(Decrease)			(Decrease)
		(Dollars in millions)
Dairy Group		$	8,646.4	$	7,542.1	$	1,104.3			14.6	%
WhiteWave Foods Company			1,188.4		713.4		475.0			66.6
Specialty Foods Group			676.8		684.2		(7.4	)		(1.1	)
Corporate/ Other			310.7		244.9		65.8			26.9
	Total	$	10,822.3	$	9,184.6	$	1,637.7			17.8	%

28

      The change in net sales was due to the following:

	Change in Net Sales 2004 vs. 2003
								Pricing, Volume			Total
						Foreign		and Product			Increase/
	Acquisitions		Divestitures			Exchange		Mix Changes			(Decrease)
	(In millions)
Dairy Group	$	386.2	$	(26.2	)	$	—	$	744.3		$	1,104.3
WhiteWave Foods Company		282.8		(4.0	)		—		196.2			475.0
Specialty Foods Group		6.7		—			—		(14.1	)		(7.4	)
Corporate/ Other		18.0		—			28.1		19.7			65.8
Total	$	693.7	$	(30.2	)	$	28.1	$	946.1		$	1,637.7

      Net sales increased approximately $1.64 billion during 2004 compared to the prior year primarily due to higher selling prices resulting from the pass-through of increased raw milk costs and due to acquisitions. We acquired Kohler Mix Specialties, Melody Farms and Ross Swiss Dairies in our Dairy Group segment; Horizon Organic and LAND O’LAKES East in our WhiteWave Foods Company segment; Cremora® in our Specialty Foods Group segment; and Tiger Foods in our Corporate/ Other segment.

      Cost of Sales — All expenses incurred to bring a product to completion are included in cost of sales, such as raw material, ingredient and packaging costs; labor costs; plant and equipment costs, including costs to operate and maintain our coolers and freezers; and costs associated with transporting our finished products from our manufacturing facilities to our own distribution facilities. Our cost of sales ratio increased to 76.3% in 2004 compared to 74.1% in 2003 due almost entirely to increased raw material costs that affected all of our segments in 2004.

      Operating Costs and Expenses — Our operating expenses increased approximately $287.2 million, or approximately 17.8%, during 2004 versus the prior year. Operating expenses increased primarily due to the following:

•  Acquisitions, which we estimate represented approximately $118 million of the increase.

•  A $62.8 million decline in other operating income compared to last year primarily due to a $66.2 million gain on the sale of our frozen pre-whipped topping business that reduced operating expenses in 2003.

•  Higher fuel costs across all segments and increased volumes at the WhiteWave Foods Company, which we estimate added a combined total of approximately $29 million to distribution costs for 2004 as compared to last year.

•  Net facility closing and reorganization costs that were approximately $22.9 million higher than 2003.

•  Corporate expenses that were approximately $10 million higher than last year, including higher professional fees and legal fees primarily related to the reorganization of our WhiteWave Foods Company, increased transactional activity and higher regulatory compliance fees.

Our operating expense ratio was consistent at 17.5% for 2004 as compared to 17.6% for 2003.

      Operating Income — Operating income during 2004 was $666.9 million, a decrease of $99.1 million from 2003 operating income of $766 million. This decrease was primarily due to the $66.2 million gain on the sale of our frozen pre-whipped topping business in 2003. Our operating margin in 2004 was 6.2% compared to 8.3% in 2003. Our operating margin decreased primarily as a result of higher raw material costs and the effect of increased sales.

      Other (Income) Expense — Total other (income) expense increased by $12.1 million in 2004 compared to 2003. Interest expense increased to $204.8 million in 2004 from $181.1 million in 2003, primarily due to a charge of $32.6 million in 2004 to write-off deferred financing costs related to our senior credit facility amended in August 2004. This charge was partially offset by lower interest expense due to lower interest rates

29

during 2004. There were no financing charges on preferred securities in 2004 as compared to $14.2 million in 2003. Our convertible preferred securities were converted into common stock in the second quarter of 2003. See Note 10 to our Consolidated Financial Statements.

      Income Taxes — Income tax expense was recorded at an effective rate of 38.3% in 2004 compared to 38.0% in 2003. Our effective tax rate varies based on the relative earnings of our business units.

Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 — Results by Segment

      As noted above, we had three reportable segments in 2004: the Dairy Group, WhiteWave Foods Company and the Specialty Foods Group.

      The key performance indicators of our segments are sales volumes, gross profit and operating income.

      Dairy Group —

	Year Ended December 31
	2004					2003
	Dollars		Percent			Dollars		Percent
	(Dollars in millions)
Net sales	$	8,646.4		100.0	%	$	7,542.1		100.0	%
Cost of sales		6,655.3		77.0			5,619.4		74.5
Gross profit		1,991.1		23.0			1,922.7		25.5
Operating costs and expenses		1,396.6		16.1			1,281.7		17.0
Total operating income	$	594.5		6.9	%	$	641.0		8.5	%

      The Dairy Group’s net sales increased by approximately $1.10 billion, or 14.6%, in 2004 versus 2003. The change in net sales from 2003 to 2004 was due to the following:

		Dollars			Percent
		(Dollars in millions)
2003 Net sales		$	7,542.1
	Acquisitions		386.2			5.1	%
	Divestitures		(26.2	)		(0.4	)
	Volume		6.3			0.1
	Pricing and product mix		738.0			9.8
2004 Net sales		$	8,646.4			14.6	%

      The increase in the Dairy Group’s net sales due to pricing and product mix shown in the above table primarily results from increased pricing due to the pass through of higher raw milk costs in 2004. In general, our Dairy Group changes the prices it charges customers for fluid dairy products on a monthly basis, as the costs of raw materials fluctuate. Because of competitive pressures, the price increases do not reflect the entire increase in raw material costs that we experienced. The following table sets forth the average monthly Class I “mover” and average monthly Class II minimum prices for raw skim milk and butterfat for 2004 compared to 2003:

	Year Ended December 31*
	2004			2003			% Change
Class I raw skim milk mover(1)	$	8.44	(2)	$	7.47	(2)		13	%
Class I butterfat mover(1)		1.95	(3)		1.19	(3)		64
Class II raw skim milk minimum(4)		6.90	(2)		6.74	(2)		2
Class II butterfat minimum(4)		2.06	(3)		1.22	(3)		69

30

* The prices noted in this table are not the prices that we actually pay. The minimum prices applicable at any given location for Class I raw skim milk or Class I butterfat are based on the Class I mover plus a location differential. Class II prices noted in the table are federal minimum prices, applicable at all locations. Our actual cost also includes producer premiums, procurement costs and other related charges that vary by location and vendor. Please see “Part I — Item 1. Business — Government Regulation — Milk Industry Regulation” and “— Known Trends and Uncertainties — Prices of Raw Milk, Cream and Other Inputs” for a more complete description of raw milk pricing.

(1)	We process Class I raw skim milk and butterfat into fluid milk products.
(2)	Prices are per hundredweight.
(3)	Prices are per pound.
(4)	We process Class II raw skim milk and butterfat into products such as cottage cheese, creams and creamers, ice cream and sour cream.

      The other primary cause of the increase in the Dairy Group’s net sales was acquisitions. The Dairy Group acquired Milk Products of Alabama in October 2004, Ross Swiss Dairies in January 2004, Kohler Mix Specialties in October 2003 and Melody Farms in June 2003, which we estimate contributed a combined total of $386.2 million in sales during 2004. These increases in sales were slightly offset by the divestiture in July 2003 of the frozen pre-whipped topping and frozen creamer operations.

      Volume change for all Dairy Group products, excluding the impact of acquisitions and divestitures, was an increase of 0.1% in 2004 compared to 2003. Volume sales of milk and cream, which were approximately 76% of the Dairy Group’s 2004 sales, were up approximately 0.9% for the year compared to USDA data showing a 0.8% decline in total consumption of milk and cream in the U.S. during the year.

      The Dairy Group’s cost of sales ratio was substantially higher in 2004 at 77% compared to 74.5% for 2003 primarily due to the increase in raw milk costs compared to the prior year. The average minimum price of Class I raw skim milk (as indicated by the Class I mover, described above) was 13% higher and the average Class I butterfat mover increased 64% in 2004 as compared to 2003. Our costs were also impacted by resin prices as they continued to rise to unprecedented levels. Higher resin prices impacted the costs of plastic bottles used in our production process by approximately $17 million. Due to a very competitive retail environment in 2004, we were unable to pass along the entire increase in raw material costs to our customers.

      The Dairy Group’s operating expenses increased approximately $114.9 million during 2004 compared to 2003 primarily due to (1) acquisitions, which we estimate contributed approximately $61 million in operating costs; (2) higher fuel costs of which approximately $14 million was related to an increase in fuel prices and (3) an increase in insurance expense due to our claims experience. The increase in sales volumes also contributed to our higher operating expenses. These increases were partly offset by a decrease in bad debt expense, primarily due to more favorable than expected resolution of previously accrued bad debt reserves. These bad debt reserves were recorded for certain customers that had experienced economic difficulty and a few large customers that sought bankruptcy protection over the past several years. The Dairy Group’s operating expense ratio decreased to 16.1% in 2004 from 17.0% in 2003 due to the effect of increased sales.

      WhiteWave Foods Company —

	Year Ended December 31
	2004					2003
	Dollars		Percent			Dollars		Percent
	(Dollars in millions)
Net sales	$	1,188.4		100.0	%	$	713.4		100.0	%
Cost of sales		792.0		66.6			468.4		65.7
Gross profit		396.4		33.4			245.0		34.3
Operating costs and expenses		278.0		23.4			211.4		29.6
Total operating income	$	118.4		10.0	%	$	33.6		4.7	%

31

      WhiteWave Foods Company’s net sales increased by $475 million, or 66.6%, in 2004 versus 2003. The change in net sales from 2003 to 2004 was due to the following:

		Dollars			Percent
		(Dollars in millions)
2003 Net sales		$	713.4
	Acquisitions		282.8			39.6	%
	Divestitures		(4.0	)		(0.5	)
	Volume		94.3			13.2
	Pricing and product mix		101.9			14.3
2004 Net sales		$	1,188.4			66.6	%

      The most significant cause of the increase in WhiteWave Foods Company’s sales was the acquisition of Horizon Organic effective January 1, 2004, and to a lesser extent the acquisition of LAND O’LAKES East effective March 31, 2004.

      Higher pricing also contributed to the increase in sales. The two primary drivers of this increase were (1) increased selling prices in response to increased commodity costs and (2) a decline in slotting fees, couponing and certain other promotional costs that are required to be recorded as reductions of net sales, as we shift our focus toward consumer-oriented advertising and marketing, which is recorded as operating expense.

      Another significant cause of the increase in sales was increased volumes. Volume sales for the WhiteWave Foods Company, excluding the impact of acquisitions and divestitures, increased approximately 13.2% in 2004 due to the success of our brands, particularly Silk and International Delight. Silk volumes increased 25% and International Delight volumes increased 22% compared to 2003. We believe increased Silk volumes were due primarily to: (1) increased consumer acceptance of soy products, resulting in increased penetration of soymilk in the club, mass merchandiser and grocery channels; (2) the positive effects of our consumer advertising; and (3) the introduction of new Silk products with nutritional enhancements, new flavors and larger size offerings. We believe the increase in International Delight volumes is due primarily to consumer acceptance of new packaging introduced in 2003 and new low-carb flavors introduced in 2004.

      These increases were offset slightly by the divestiture in July 2003 of the branded frozen pre-whipped topping and frozen creamer operations.

      The cost of sales ratio for the WhiteWave Foods Company increased to 66.6% in 2004 from 65.7% in 2003 primarily due to the impact of higher raw material costs, particularly Class II butterfat and organic soybeans, and the addition of Horizon Organic, which has a higher cost of sales ratio. The average minimum price of Class II butterfat was 69% higher in 2004 than in 2003. Our average cost of organic soybeans was approximately 40% higher in 2004 than in 2003 primarily due to an increase in domestic organic soybean prices and the utilization of foreign grown organic soybeans, which have a higher price than domestic beans.

      Operating expenses increased approximately $66.6 million in 2004 compared to the prior year primarily due to acquisitions, which we estimate contributed approximately $56 million in costs, and increased volumes and higher fuel costs which together contributed approximately $11.5 million to distribution expenses. Marketing spending increased approximately 6% in 2004 as compared to 2003. These increases were somewhat offset by a decline of approximately $16.1 million related to the expiration of the White Wave management incentive plan in March 2004. The operating expense ratio decreased to 23.4% during 2004 from 29.6% during the prior year primarily due to the relatively smaller increase in operating expense dollars compared to the increase in sales dollars.

32

      Specialty Foods Group —

	Year Ended December 31
	2004					2003
	Dollars		Percent			Dollars		Percent
	(Dollars in millions)
Net sales	$	676.8		100.0	%	$	684.2		100.0	%
Cost of sales		536.7		79.3			514.9		75.3
Gross profit		140.1		20.7			169.3		24.7
Operating costs and expenses		71.7		10.6			68.0		9.9
Total operating income	$	68.4		10.1	%	$	101.3		14.8	%

      The Specialty Foods Group’s net sales decreased by $7.4 million, or 1.1%, in 2004 versus 2003. The change in net sales from 2003 to 2004 was due to the following:

		Dollars			Percentage
		(Dollars in millions)
2003 Net sales		$	684.2
	Acquisitions		6.7			1.0	%
	Volume		(13.3	)		(2.0	)
	Pricing and product mix		(0.8	)		(0.1	)
2004 Net sales		$	676.8			(1.1	)%

      The net decrease in sales was due primarily to an overall decline in volumes in the nutritional beverages and pickle categories. Pickle volumes declined 2% largely due to a decline in sales attributable to the bankruptcy of a large customer in 2003 and the loss of a large retail chain customer in 2004. Private label nutritional beverages sales, which include drinks in the weight loss/gain, meal supplement and sports categories, declined approximately $17 million, or 44%. In the fourth quarter of 2004, we exited the manufacturing of nutritional beverage products as a result of these significant volume declines during the year because we believed those volumes could not be replaced without a significant investment in capital and research and development.

      These decreases in sales were partly offset by an increase in non-dairy powdered creamer sales due to increased sales to existing customers and higher pricing. Sales also increased slightly due to the acquisition of Cremora in December 2003.

      The Specialty Foods Group’s cost of sales ratio increased to 79.3% in 2004 from 75.3% in 2003, primarily due to substantially higher commodity costs, particularly casein, soybean oil and cheese which increased by a combined total of approximately $19 million, as well as significant increases in glass and other packaging costs which increased approximately $3 million.

      Operating expenses for the Specialty Foods Group increased approximately $3.7 million primarily related to increased distribution expenses as a result of higher fuel costs. The Specialty Foods Group’s operating expense ratio increased to 10.6% in 2004 compared to 9.9% during the prior year.

33

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002 — Consolidated Results

      Net Sales — Consolidated net sales increased approximately 2% to $9.18 billion during 2003 from $8.99 billion in 2002. Net sales by segment are shown in the table below.

		Net Sales
						$ Increase/			% Increase/
		2003		2002		(Decrease)			(Decrease)
		(Dollars in millions)
Dairy Group		$	7,542.1	$	7,601.0	$	(58.9	)		(0.8	)%
WhiteWave Foods Company			713.4		517.3		196.1			37.9
Specialty Foods Group			684.2		673.6		10.6			1.6
Corporate/ Other			244.9		199.6		45.3			22.7
	Total	$	9,184.6	$	8,991.5	$	193.1			2.1	%

      The change in net sales was due to the following:

		Change in Net Sales 2003 vs. 2002
									Pricing, Volume			Total
							Foreign		and Product			Increase/
		Acquisitions		Divestitures			Exchange		Mix Changes			(Decrease)
		(In millions)
Dairy Group		$	127.3	$	(110.7	)	$	—	$	(75.5	)	$	(58.9	)
WhiteWave Foods Company			68.8		(3.8	)		—		131.1			196.1
Specialty Foods Group			—		(13.7	)		—		24.3			10.6
Corporate/ Other			—		—			40.3		5.0			45.3
	Total	$	196.1	$	(128.2	)	$	40.3	$	84.9		$	193.1

      Cost of Sales — All expenses incurred to bring a product to completion are included in cost of sales, such as raw material, ingredient and packaging costs; labor costs; plant and equipment costs, including costs to operate and maintain our coolers and freezers; and costs associated with transporting our finished products from our manufacturing facilities to our own distribution facilities. Our cost of sales ratio was 74.1% in 2003 compared to 73.9% in 2002. Increased raw material costs affected all of our segments in 2003. Also, the WhiteWave Foods Company segment incurred higher costs due to certain manufacturing inefficiencies related to the introduction of new products and new technologies, and the realignment of certain manufacturing operations.

      Operating Costs and Expenses — Operating expenses decreased approximately $75.7 million, or 4.5%, in 2003 compared to the prior year. This decrease was mostly due to (1) a gain of $66.2 million on the sale of frozen pre-whipped topping and frozen creamer operations in the third quarter of 2003, (2) a gain of $2.5 million related to the divestiture of 11 facilities in 2001, which was recorded at corporate as a result of certain contingencies being favorably resolved during 2003, and (3) lower facility closing and other reorganization costs of $11.8 million in 2003 compared to $19.1 million in 2002, primarily due to differences in the nature of the restructuring activities and to the timing of recognition of certain charges as a result of our adoption of SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” in January 2003.

      Our operating expense ratio decreased to 17.6% in 2003 as compared to 18.7% in 2002.

      Operating Income — Operating income during 2003 was $766 million, an increase of $103.4 million, from 2002 operating income of $662.6 million. Our operating margin in 2003 was 8.3% compared to 7.4% in 2002. The operating margin increase was the result of the decline in the operating expense ratio primarily due to the other operating income reported in 2003.

      Other (Income) Expense — Total other (income) expense decreased by $49.4 million in 2003 compared to 2002. Interest expense decreased to $181.1 million in 2003 from $197.7 million in 2002. This decrease was

34

the result of lower interest rates and lower average debt balances in 2003. Financing charges on preferred securities were $14.2 million in 2003 versus $33.6 million in 2002 due to the conversion of these securities to common stock during the second quarter of 2003. See Note 10 to our Consolidated Financial Statements.

      Income from investments in unconsolidated affiliates was $244,000 in 2003 compared to a loss of $7.9 million in 2002. Income in 2003 was related to our approximately 13% interest in Horizon Organic Holding Corporation. In 2002, we recorded income of $2.1 million, which was primarily related to our 36% interest in White Wave through May 9, 2002, when we acquired the remaining equity interest in White Wave and began consolidating White Wave’s results with our financial results. This income was offset in 2002 by a $10 million loss on our minority interest in Consolidated Container Company. See Note 3 to our Consolidated Financial Statements.

      Income Taxes — Income tax expense was recorded at an effective rate of 38.0% in 2003 compared to 36.4% in 2002. In 2002 we recorded the favorable settlement of a contested tax issue. Our tax rate varies as the mix of earnings contributed by our various business units changes.

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002 — Results by Segment

      As noted above, we had three reportable segments in 2004: the Dairy Group, the WhiteWave Foods Company and the Specialty Foods Group. Prior periods have been restated to reflect the new segment reporting structure.

      The key performance indicators of our segments are sales volumes, gross profit and operating income.

      Dairy Group —

	Year Ended December 31
	2003					2002
	Dollars		Percent			Dollars		Percent
	(Dollars in millions)
Net sales	$	7,542.1		100.0	%	$	7,601.0		100.0	%
Cost of sales		5,619.4		74.5			5,670.2		74.6
Gross profit		1,922.7		25.5			1,930.8		25.4
Operating costs and expenses		1,281.7		17.0			1,338.3		17.6
Total operating income	$	641.0		8.5	%	$	592.5		7.8	%

      The Dairy Group’s net sales decreased approximately $58.9 million, or 0.8%, in 2003 versus 2002. The change in net sales from 2002 to 2003 was due to the following:

		Dollars			Percent
		(Dollars in millions)
2002 Net sales		$	7,601.0
	Acquisitions		127.3			1.7	%
	Divestitures		(110.7	)		(1.5	)
	Volume		(159.6	)		(2.1	)
	Pricing and product mix		84.1			1.1
2003 Net sales		$	7,542.1			(0.8	)%

      The Dairy Group acquired Kohler Mix Specialties in October 2003 and Melody Farms in June 2003.

      The Dairy Group’s sales declined primarily due to lower sales volumes. Volume change for all products, excluding the effect of acquisitions and divestitures, was a decline of 2.1% in 2003 compared to 2002. That volume change was driven primarily by the fluid dairy and ice cream categories. Equivalent gallons of fluid dairy products sold (including milk and cream) decreased by approximately 1.1% in 2003. We believe the decrease was due primarily to continued declining consumption of traditional fluid dairy products in some

35

parts of the country. Ice cream and ice cream novelty volumes declined by approximately 7% in 2003 compared to 2002, primarily because we sell our ice cream under private labels and local brands, and we believe we lost sales during the year to nationally branded products which were promoted more aggressively than our products. In addition, certain private label products historically sold by the Dairy Group, including sour cream, whipping cream and coffee creamers, were converted to sales of LAND O’ LAKES products, which are reported in our WhiteWave Foods Company segment.

      Net sales also declined by approximately $110.7 million related to divestitures. We sold our frozen pre-whipped topping and frozen creamer operations in July 2003. In addition, beginning in January 2002, we began exiting from the Lactaid®, Nestlé® Nesquik® and Nestlé® Coffeemate® co-packing businesses due to the termination of the co-packing agreements. Our transition out of the Lactaid co-packing business was completed in February 2002 and our transition out of the Nestle co-packing business was completed in February 2003.

      These decreases were partly offset by an increase in pricing. The increase in sales due to pricing and product mix shown in the above table primarily results from higher raw milk costs in 2003 than in 2002, offset somewhat by price concessions that were granted in some markets due to competitive pressures. In general, our Dairy Group changes the prices it charges customers for fluid dairy products on a monthly basis, as the costs of raw materials fluctuate. The following table sets forth the average monthly Class I “mover” and average monthly Class II minimum prices for raw skim milk and butterfat for 2003 compared to 2002:

	Year Ended December 31*
	2003			2002			% Change
Class I raw skim milk mover(1)	$	7.47	(2)	$	7.01	(2)		7	%
Class I butterfat mover(1)		1.19	(3)		1.21	(3)		(2	)
Class II raw skim milk minimum(4)		6.74	(2)		7.62	(2)		(12	)
Class II butterfat minimum(4)		1.22	(3)		1.20	(3)		2

* The prices noted in this table are not the prices that we actually pay. The federal order minimum prices at any given location for Class I raw skim milk or Class I butterfat are based on the Class I mover prices plus a location differential. Class II prices noted in the table are federal minimum prices, applicable at all locations. Our actual cost also includes producer premiums, procurement costs and other related charges that vary by location and vendor. Please see “Part I — Item 1. Business — Government Regulation — Milk Industry Regulation,” and “— Known Trends and Uncertainties — Prices of Raw Milk, Cream and Other Inputs” for a more complete description of raw milk pricing.

(1)	We process Class I raw skim milk and butterfat into fluid milk products.
(2)	Prices are per hundredweight.
(3)	Prices are per pound.
(4)	We process Class II raw skim milk and butterfat into products such as cottage cheese, creams and creamers, ice cream and sour cream.

      The Dairy Group’s cost of sales ratio remained consistent at 74.5% in 2003 compared to 74.6% in 2002.

      The Dairy Group’s operating expenses decreased approximately $56.6 million to $1.28 billion in 2003 from $1.34 billion in 2002. The decrease in the Dairy Group’s operating expenses was primarily due to lower insurance, advertising, bad debt and bonus expenses in 2003. Insurance costs (including the costs of self-insurance) declined in 2003 as a result of better claims experience. Advertising expenses decreased in 2003 partially because we reduced planned advertising spending in 2003 in anticipation of the difficult raw milk environment and also because advertising expense in 2002 was higher than normal as we incurred unusual advertising costs in order to (1) promote our brands in certain parts of the country following our acquisition of Legacy Dean, and (2) promote two local Dairy Group brands affected by product recalls in 2002. Bad debt expense declined in 2003 compared to 2002. In 2002, some of our customers experienced economic difficulty and a few large customers sought bankruptcy protection. Bonus expenses were lower in 2003 than in 2002 as a result of our actual performance compared to bonus targets.

36

      WhiteWave Foods Company —

	Year Ended December 31
	2003					2002
	Dollars		Percent			Dollars		Percent
	(Dollars in millions)
Net sales	$	713.4		100.0	%	$	517.3		100.0	%
Cost of sales		468.4		65.7			299.6		57.9
Gross profit		245.0		34.3			217.7		42.1
Operating costs and expenses		211.4		29.6			158.5		30.7
Total operating income	$	33.6		4.7	%	$	59.2		11.4	%

      WhiteWave Foods Company’s net sales increased by $196.1 million, or 37.9%, in 2003 compared to 2002. The change in net sales from 2002 to 2003 was due to the following:

		Dollars			Percent
		(Dollars in millions)
2002 Net sales		$	517.3
	Acquisitions		68.8			13.3	%
	Divestitures		(3.8	)		(0.7	)
	Volume		106.2			20.5
	Pricing and product mix		24.9			4.8
2003 Net sales		$	713.4			37.9	%

      We acquired the 64% of White Wave that we did not already own in May 2002. Therefore, 2003 includes 12 months of White Wave sales compared to only 8 months in 2002.

      Unit volumes for WhiteWave Foods Company, excluding the effect of acquisitions and divestitures, increased 20.5% overall in 2003 due to the success of our nationally branded products, particularly Silk.

      Sales increased due to pricing, product mix and other changes, including price increases for several of our products, such as Hershey’s, Maries and LAND O’LAKES. These price increases were partly offset by price reductions for International Delight in order to clear shelf space for new plastic packaging that was introduced in the first half of 2003.

      The cost of sales ratio for WhiteWave Foods Company increased to 65.7% in 2003 compared to 57.9% in 2002 primarily due to the impact of (1) short-term manufacturing inefficiencies related to the introduction of new products and new technologies, (2) short-term manufacturing inefficiencies due to certain manufacturing realignments related to the shifting of certain manufacturing operations to our Dairy Group Segment, and (3) an additional $15 million of packaging costs due to the introduction of International Delight in plastic packaging.

      Operating expenses were $211.4 million during 2003 compared to $158.5 million during 2002. This increase was primarily due to higher marketing expenses in 2003 related to the introduction of new products and higher promotional spending on nationally branded products. Operating expenses were also significantly impacted by the addition of White Wave in May 2002, including the accrual of almost $10 million more in 2003 than in 2002 for bonuses paid in March 2004 under the White Wave Performance Bonus Plan that was established when we acquired White Wave.

37

      Specialty Foods Group —

	Year Ended December 31
	2003					2002
	Dollars		Percent			Dollars		Percent
	(Dollars in millions)
Net sales	$	684.2		100.0	%	$	673.6		100.0	%
Cost of sales		514.9		75.3			498.1		73.9
Gross profit		169.3		24.7			175.5		26.1
Operating costs and expenses		68.0		9.9			76.6		11.4
Total operating income	$	101.3		14.8	%	$	98.9		14.7	%

      The Specialty Foods Group’s net sales increased by $10.6 million, or 1.6%, in 2003 versus 2002. The change in net sales from 2002 to 2003 was due to the following:

		Dollars			Percentage
		(Dollars in millions)
2002 Net sales		$	673.6
	Divestitures		(13.7	)		(2.0	)%
	Volume		15.9			2.4
	Pricing and product mix		8.4			1.2
2003 Net sales		$	684.2			1.6	%

      The Specialty Foods Group sold EBI Foods, Ltd. in October 2002. Excluding the effects of this divestiture, the Specialty Foods Group’s pickle volumes declined 1.6% in 2003 compared to 2002 due to the bankruptcy of a large customer, and to the overall effects of economic difficulties in the foodservice sector as a whole. Approximately 28% of the Specialty Foods Group’s sales were to foodservice customers in 2003. This decrease was more than offset by a 12.8% increase in unit volumes of non-dairy powdered creamer as a result of new business and a 15.2% increase in unit volumes of nutritional beverages due to increased demand.

      Pricing was up in all categories primarily due to increased raw material costs that were passed on to customers in the form of higher selling prices. Also, promotional spending that is recorded as a reduction of net sales was down by $15.3 million in 2003 compared to 2002.

      The Specialty Foods Group’s cost of sales ratio increased to 75.3% in 2003 from 73.9% in 2002 as a result of higher raw material prices, especially glass, and increases in natural gas prices. The Specialty Foods Group uses a significant amount of natural gas in its operations.

      Operating expenses for the Specialty Foods Group declined to $68 million in 2003 compared to $76.6 million in 2002 primarily due to the sale of EBI Foods, Ltd. in October 2002, which had higher operating expenses, and to lower bonus expense. Bonus expenses were $1.3 million less in 2003 as a result of our actual performance compared to bonus targets.

Liquidity and Capital Resources

Historical Cash Flow

      During 2004, we met our working capital needs with cash flow from operations. Net cash provided by operating activities was $527.7 million for 2004 as contrasted to $522.3 million for 2003, an increase of $5.4 million. Net cash provided by operating activities was impacted by:

•  An increase of $79.6 million in net income plus non-cash items in 2004 as compared to 2003 primarily due to the gain on the sale of our frozen pre-whipped topping and frozen creamer operations in 2003 offset by;

38

•  An increase in our operating working capital of $183.9 in 2004 as compared to $175.6 million in 2003 due primarily to increased raw material costs in 2004;

•  A decrease of $10 million in income taxes payable in 2004 compared to an increase of $27.9 million in 2003 as our 2004 estimated tax payments more closely approximated our tax obligation resulting in a lower tax liability at December 31, 2004;

•  A decrease in prepaid expenses and other assets of $436,000 in 2004 compared to a decrease of $20.7 million in 2003 primarily due to higher dispositions of net assets held for sale in 2003; and

•  Lower tax savings on equity compensation of $7.9 million due to fewer stock option exercises in 2004 compared to the prior year.

      Net cash used in investing activities was $746.6 million in 2004 compared to $436.2 million in 2003, an increase of $310.4 million. We used approximately $401.1 million for acquisitions and $356.1 million for capital expenditures in 2004 compared to $246.6 million and $291.7 million in 2003, respectively. We had cash proceeds from the sale of the frozen pre-whipped topping and frozen creamer operations and one other small business of $90 million in 2003.

      We used approximately $297 million to repurchase our stock during 2004. Set forth in the chart below is a summary of the stock we repurchased in 2004:

	No. of Shares of		Aggregate		Average
	Common Stock		Purchase		Purchase Price
Period	Repurchased		Price(1)		Per Share
			(Dollars in millions except
			per share data)
January 2004		150,000	$	5.2	$	34.42
August 2004		2,170,000		78.6		36.24
September 2004		5,655,000		173.5		30.69
October 2004		1,335,000		39.7		29.72
		9,310,000	$	297.0		31.90

(1)  Includes commissions and fees.

      We received approximately $67.9 million in 2004 as a result of stock option exercises and employee stock purchases through our employee stock purchase plan.

      We increased our net borrowings by $438.2 million in 2004 compared to a net borrowing of $27 million in 2003.

Current Debt Obligations

      Senior Credit Facility — Our senior credit facility provides for a $1.5 billion revolving credit facility and a $1.5 billion term loan. Both the revolving credit facility and term loan bear interest, at our election, at the base rate plus a margin that varies from 0 to 62.5 basis points depending on our credit ratings (as issued by Standard & Poor’s and Moody’s), or LIBOR plus a margin that varies from 75 to 187.5 basis points, depending on our credit ratings (as issued by Standard & Poor’s and Moody’s). The blended interest rate in effect on borrowings under the senior credit facility, including the applicable interest rate margin, was 3.72% at December 31, 2004. However, we had interest rate swap agreements in place that hedged $775 million of our borrowings under the senior credit facility at an average rate of 4.96%, plus the applicable interest rate margin. Interest is payable quarterly or at the end of the applicable interest period.

39

      Principal payments are required on the term loan as follows:

•  $56.25 million quarterly beginning on December 31, 2006 through September 30, 2008;

•  $262.5 million quarterly beginning on December 31, 2008 through June 30, 2009; and

•  A final payment of $262.5 million on the maturity date of August 13, 2009.

      No principal payments are due on the $1.5 billion revolving credit facility until maturity on August 13, 2009.

      The credit agreement also requires mandatory principal prepayments upon the occurrence of certain asset dispositions or recovery events.

      In consideration for the revolving commitment, we pay a quarterly commitment fee on unused amounts of the revolving credit facility that ranges from 25 to 37.5 basis points, depending on our credit ratings (as issued by Standard & Poor’s and Moody’s).

      The senior credit facility contains various financial and other restrictive covenants and requires that we maintain certain financial ratios, including a leverage and interest coverage ratio. We are currently, and have always been, in compliance with all covenants contained in our credit agreement.

      Our credit agreement permits us to complete acquisitions that meet the following conditions without obtaining prior approval: (1) the acquired company is involved in the manufacture, processing and distribution of food or packaging products or any other line of business in which we are currently engaged, (2) the net cash purchase price is not greater than $500 million, (3) we acquire at least 51% of the acquired entity, (4) the transaction is approved by the Board of Directors or shareholders, as appropriate, of the target and (5) after giving effect to such acquisition on a pro-forma basis, we are in compliance with all financial covenants. All other acquisitions must be approved in advance by the required lenders.

      The senior credit facility also contains limitations on liens, investments and the incurrence of additional indebtedness, and prohibits certain dispositions of property and restricts certain payments, including dividends. The senior credit facility is secured by liens on substantially all of our domestic assets (including the assets of our subsidiaries, but excluding the capital stock of Legacy Dean’s subsidiaries, and the real property owned by Legacy Dean and its subsidiaries).

      The credit agreement contains standard default triggers, including without limitation: failure to maintain compliance with the financial and other covenants contained in the credit agreement, default on certain of our other debt, and certain other material adverse changes in our business, and a change in control. The credit agreement does not contain any default triggers based on our credit rating.

      In August 2004, we amended our senior credit facility to (1) increase the size of our revolving credit facility from $1 billion to $1.5 billion, (2) increase the size of our term loan A from $850 million to $1.5 billion, (3) eliminate term loans B and C and (4) modify the interest rate and payment terms. When we amended our credit facility, we were required to write-off approximately $32.6 million of deferred financing costs that were incurred in connection with our credit facility prior to the amendment. These costs were being amortized over the previous terms of the revolving credit facility and term loans.

      At December 31, 2004, we had outstanding borrowings of $2.03 billion under our senior credit facility (compared to $1.78 billion at December 31, 2003), including $1.5 billion in term loan borrowings and $531.1 million outstanding under the revolving line of credit. At December 31, 2004, there were $129.3 million of letters of credit under the revolving line that were issued but undrawn. As of March 11, 2005, approximately $1.80 billion was outstanding under our senior credit facility.

      In addition to our senior credit facility, we also have a $500 million receivables-backed credit facility, which had $500 million outstanding at December 31, 2004 (compared to $302.5 million at December 31, 2003). At December 31, 2004, there was no remaining availability under this facility. The average interest rate on this facility at December 31, 2004 was 2.83%. In January 2005, we amended our receivables-backed loan to increase the facility to $600 million. Approximately $546 million was outstanding under this facility at

40

March 11, 2005. See Notes 9 and 23 to our Consolidated Financial Statements for more information about our receivables-backed facility.

      Our outstanding borrowings under the senior credit facility and receivables-backed credit facility increased from 2003 to 2004 primarily to fund our acquisitions and share repurchases.

      Other indebtedness outstanding at December 31, 2004 included $700 million face value of outstanding indebtedness under Legacy Dean’s senior notes, a $30.8 million line of credit at our Spanish subsidiary and approximately $30.9 million face value of capital lease and other obligations. See Note 9 to our Consolidated Financial Statements.

      The table below summarizes our obligations for indebtedness, purchase and lease obligations at December 31, 2004. Please see Note 18 to our Consolidated Financial Statements for more detail about our lease and purchase obligations.

		Payments Due by Period
Indebtedness, Purchase &
Lease Obligations		Total		2005		2006		2007		2008		2009		Thereafter
		(In millions)
Senior credit facility		$	2,031.1	$	—	$	56.3	$	225.0	$	431.2	$	1,318.6	$	—
Senior notes(1)			700.0		100.0		—		250.0		—		200.0		150.0
Receivables-backed facility			500.0		—		—		500.0		—		—		—
Foreign line of credit			30.8		28.5		1.5		0.6		0.2		—		—
Capital lease obligations and other(1)			30.9		13.4		8.0		3.1		1.3		0.5		4.6
Purchasing obligations(2)			485.1		325.7		55.2		20.6		18.8		16.9		47.9
Operating leases			488.3		100.6		83.8		71.3		60.2		56.1		116.3
Interest payments(3)			330.3		99.4		66.6		37.2		23.6		22.5		81.0
	Total	$	4,596.5	$	667.6	$	271.4	$	1,107.8	$	535.3	$	1,614.6	$	399.8

(1)	Represents face value.
(2)	Primarily represents commitments to purchase minimum quantities of raw materials used in our production processes, including organic soybeans, organic raw milk and cucumbers. We enter into these contracts from time to time to ensure a sufficient supply of raw ingredients. In addition, we have contractual obligations to purchase various services that are part of our production process.
(3)	Only includes our fixed rate interest obligations, which consist of our senior notes and our interest rate swap agreements.

Other Long-Term Liabilities

      We offer pension benefits through various defined benefit pension plans and also offer certain health care and life insurance benefits to eligible employees and their eligible dependents upon the retirement of such employees. Reported costs of providing non-contributory defined pension benefits and other postretirement benefits are dependent upon numerous factors, assumptions and estimates.

      For example, these costs are impacted by actual employee demographics (including age, compensation levels and employment periods), the level of contributions made to the plan and earnings on plan assets. Our pension plan assets are primarily made up of equity and fixed income investments. Changes made to the provisions of the plan may also impact current and future pension costs. Fluctuations in actual equity market returns as well as changes in general interest rates may result in increased or decreased pension costs in future periods. Pension costs may also be significantly affected by changes in key actuarial assumptions, including anticipated rates of return on plan assets and the discount rates used in determining the projected benefit obligation and pension costs.

      In accordance with SFAS No. 87, “Employers’ Accounting for Pensions,” changes in pension obligations associated with these factors may not be immediately recognized as pension costs on the income statement, but generally are recognized in future years over the remaining average service period of plan participants. As

41

such, significant portions of pension costs recorded in any period may not reflect the actual level of cash benefits provided to plan participants. In 2004, we recorded non-cash expense of $11 million, of which $9.1 million was attributable to periodic expense and $1.9 million was attributable to settlements compared to a total of $15.3 million in 2003, of which $2.5 million was attributable to settlements. These amounts were determined in accordance with the provisions of SFAS No. 87 and SFAS No. 88, “Employer’s Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits.”

      We decreased the assumed discount rate from a range of 6.0% to 6.5% at December 31, 2003 to 5.75% at December 31, 2004. In selecting assumed rate of return on plan assets, we considered past performance and economic forecasts for the types of investments held by the plan, as well as our investment allocation policy. Plan asset returns were $14.8 million in 2004, a $10.2 million decrease from plan asset returns of $25 million in 2003. Net periodic pension expense for our plans is expected to decrease in 2005 to approximately $10.6 million due primarily to the increase in assets from $151.6 million as of December 31, 2003 to $181 million as of December 31, 2004. Based on current projections, 2005 funding requirements will be approximately $33.7 million as compared to $43.8 million for 2004. Additionally, based on current projections, 2005 funding requirements for our other postretirement benefit obligations will be approximately $1.8 million as compared to $2.8 million in 2004.

      As a result of lower discount rates at December 31, 2004, we were required to recognize an additional minimum liability as prescribed by SFAS No. 87 and SFAS No. 132, “Employers’ Disclosures about Pensions and Postretirement Benefits.” The accumulated other comprehensive income component of the additional minimum liability, which totaled $23.3 million ($14.5 million net of tax), was recorded as a reduction to stockholders’ equity through a charge to Other Comprehensive Income, and did not affect net income for 2004. The charge to Other Comprehensive Income will be reversed in future periods to the extent the fair value of plan assets exceeds the accumulated benefit obligation. See Notes 13 and 14 to our Consolidated Financial Statements for information regarding retirement plans and other postretirement benefits.

Other Commitments and Contingencies

      On December 21, 2001, in connection with our acquisition of Legacy Dean, we issued a contingent, subordinated promissory note to Dairy Farmers of America (“DFA”) in the original principal amount of $40 million. DFA is our primary supplier of raw milk, and the promissory note is designed to ensure that DFA has the opportunity to continue to supply raw milk to certain of our facilities until 2021, or be paid for the loss of that business. The promissory note has a 20-year term and bears interest based on the consumer price index. Interest will not be paid in cash, but will be added to the principal amount of the note annually, up to a maximum principal amount of $96 million. We may prepay the note in whole or in part at any time, without penalty. The note will only become payable if we ever materially breach or terminate one of our milk supply agreements with DFA without renewal or replacement. Otherwise, the note will expire at the end of 20 years, without any obligation to pay any portion of the principal or interest. Payments we make under this note, if any, will be expensed as incurred.

      We also have the following commitments and contingent liabilities, in addition to contingent liabilities related to ordinary course litigation, investigations and audits:

•  certain indemnification obligations related to businesses that we have divested;

•  certain lease obligations, which require us to guarantee the minimum value of the leased asset at the end of the lease; and

•  selected levels of property and casualty risks, primarily related to employee health care, workers’ compensation claims and other casualty losses.

      See Note 18 to our Consolidated Financial Statements for more information about our commitments and contingent obligations.

42

Future Capital Requirements

      During 2005, we intend to invest a total of approximately $300 million to $325 million in capital expenditures primarily for our existing manufacturing facilities and distribution capabilities. We intend to fund these expenditures using cash flow from operations. We intend to spend this amount as follows:

Operating Division		Amount
		(In millions)
Dairy Group		$	175 to 180
WhiteWave Foods Company			105 to 110
Specialty Foods Group			5 to 10
Other			15 to 25
	Total	$	300 to 325

      In 2005, we expect cash interest to be approximately $170 million based on current debt levels and cash taxes to be approximately $85 million to $95 million. We expect that cash flow from operations will be sufficient to meet our requirements for our existing businesses for the foreseeable future. As of March 11, 2005, approximately $1.08 billion was available for future borrowings under our senior credit facility.

Known Trends and Uncertainties

Prices of Raw Milk, Cream and Other Inputs

      Dairy Group — The primary raw material used in our Dairy Group is raw milk (which contains both raw skim milk and butterfat). The federal government and certain state governments set minimum prices for raw milk, and those prices change on a monthly basis. The regulated minimum prices differ based on how the raw milk is utilized. Raw milk processed into fluid milk is priced at the Class I price, and raw milk processed into products such as cottage cheese, creams and creamers, ice cream and sour cream is priced at the Class II price. Generally, we pay the federal minimum prices for raw milk, plus certain producer premiums (or “over-order” premiums) and location differentials. We also incur other raw milk procurement costs in some locations (such as hauling, field personnel, etc.). A change in the federal minimum price does not necessarily mean an identical change in our total raw milk costs, as over-order premiums may increase or decrease. This relationship is different in every region of the country, and sometimes within a region based on supplier arrangements. However, in general, the overall change in our raw milk costs can be linked to the change in federal minimum prices.

      In general, our Dairy Group changes the prices that it charges for Class I dairy products on a monthly basis, as the costs of raw milk and other materials fluctuate. Prices for some Class II products are not changed on a monthly basis, but are changed from time to time as circumstances warrant. There can be a lag between the time of a raw material cost increase or decrease and the effectiveness of a corresponding price change to our customers, especially in the case of Class II butterfat because Class II butterfat prices for each month are not announced by the government until after the end of that month. Also, in some cases we are competitively or contractually constrained with the means and timing of implementing price changes. These factors can cause volatility in our earnings. Our sales and operating profit margin fluctuate with the price of our raw materials and other inputs.

      In 2004, our Dairy Group was adversely affected by extreme volatility in the prices of raw skim milk and butterfat. In 2005, we expect prices to be somewhat less volatile and lower than the average price in 2004. Of course raw milk prices are difficult to predict and we change our forecasts frequently based on current market activity. If raw milk prices do remain at or near current levels throughout 2005, we would expect our sales for 2005 to be less than in 2004 because, in general, we change the prices of our products to reflect changes in raw material prices.

      Because our Class II products typically have a higher fat content than that contained in raw milk, we also purchase bulk cream for use in some of our Class II products. Bulk cream is typically purchased based on a

43

multiple of the AA butter price on the Chicago Mercantile Exchange. The prices of AA butter started rising by moderate amounts in late 2003, and then increased significantly in 2004. They remained high throughout 2004 and we expect the average price to be somewhat lower in 2005 than the average price in 2004. Of course, like raw milk prices, bulk cream prices are difficult to predict and we change our forecasts frequently based on current market activity. We try to change our prices based on changes in the price of bulk cream, but sometimes we are competitively or contractually constrained. Therefore, increases in bulk cream prices can have an adverse effect on our results of operations.

      Prices for resin, which is used in plastic milk bottles, are also extremely high and are expected to remain high for the foreseeable future. Finally, the Dairy Group uses a great deal of diesel fuel in its direct store delivery system, and diesel fuel prices are currently very high and expected to remain high for the foreseeable future. High or volatile fuel and resin costs can adversely affect the Dairy Group’s profitability.

      WhiteWave Foods Company — A significant raw material used to manufacture products sold by WhiteWave Foods Company is organic soybeans. We have entered into supply agreements for organic soybeans, which we believe will meet our needs for 2005. Generally, these agreements provide for pricing at fixed levels. However, should our need for organic soybeans exceed the quantity that we have under contract, or if the suppliers do not perform under the contracts, we may have difficulty obtaining sufficient supply, and the price we would be required to pay would likely be significantly higher. The increase in soymilk consumption combined with the increased demand for organic cattle feed has put pressure on the supply of organic soybeans and there is significant upward pressure on organic soybean prices. We believe prices for organic soybeans will continue to increase as the pressure on supply continues.

      Another significant raw material used in our organic products is organic raw milk. Organic raw milk is not readily available and the growth of our organic dairy business depends on us being able to procure sufficient quantities of organic raw milk in time to meet our needs. We obtain our supply of organic raw milk by entering into one to two year agreements with farmers pursuant to which the farmers agree to sell us specified quantities of organic raw milk for fixed prices for the duration of the agreement We believe, based on currently projected sales levels, that we have secured a sufficient supply of raw organic milk to meet our raw organic milk needs for the remainder of 2005. However, should our need for organic raw milk exceed the quantity that we have under contract, or if the suppliers do not perform under the contracts, we may have difficulty obtaining sufficient supply, and the price we would be required to pay, if we could obtain supply at all, would likely be significantly higher. Also, as our contracts with farmers expire, we are generally required to agree to higher prices to renew as a result of increased competition for organic raw milk supply. For competitive reasons, WhiteWave Foods Company is not able to pass along price increases to customers as quickly as the Dairy Group.

      Specialty Foods Group — Many of the raw materials used by our Specialty Foods Group also rose to unusually high levels during 2004, including soybean oil, casein, cheese and packaging materials. High fuel costs have also had a negative impact on the Specialty Foods Group’s results. Prices for many of these raw materials and packaging materials used by the Specialty Foods Group are expected to remain high and in some cases increase in 2005. For competitive reasons, the Specialty Foods Group is not able to pass along increases in raw material and other input costs as quickly as the Dairy Group. Therefore, the current raw material environment is expected to continue to adversely affect the Specialty Foods Group’s financial results in 2005.

Competitive Environment

      There has been significant consolidation in the retail grocery industry in recent years, and this trend is continuing. As our customer base consolidates, we expect competition to intensify as we compete for the business of fewer customers. There can be no assurance that we will be able to keep our existing customers, or gain new customers. There are several large regional grocery chains that have captive dairy operations. As the consolidation of the grocery industry continues, we could lose sales if any one or more of our existing customers were to be sold to a chain with captive dairy operations.

44

      Many of our retail customers have become increasingly price sensitive in the current intensely competitive environment. Over the past few years, we have been subject to a number of competitive bidding situations in our Dairy Group and Specialty Foods Group segments, which reduced our profitability on sales to several customers. We expect this trend to continue. In bidding situations we are subject to the risk of losing certain customers altogether. The loss of any of our largest customers could have a material adverse impact on our financial results. We do not have contracts with many of our largest customers, and most of the contracts that we do have are generally terminable at will by the customer.

      Both the difficult economic environment and the increased competitive environment at the retail level have caused competition to become increasingly intense at the processor level. We expect this trend to continue for the foreseeable future.

Tax Rate

      Our 2004 tax rate was 38.3%. We estimate the effective tax for 2005 to be slightly less than 38%. Changes in the relative profitability of our operating segments, as well as recent and proposed changes to federal and state tax codes may cause the rate to change from historical rates.

      See “— Risk Factors” for a description of various other risks and uncertainties concerning our business.

Critical Accounting Policies

      “Critical accounting policies” are defined as those that are both most important to the portrayal of a company’s financial condition and results, and that require our most difficult, subjective or complex judgments. In many cases the accounting treatment of a particular transaction is specifically dictated by generally accepted accounting principles with no need for the application of our judgment. In certain circumstances, however, the preparation of our Consolidated Financial Statements in conformity with generally accepted accounting principles requires us to use our judgment to make certain estimates and assumptions. These estimates affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of net sales and expenses during the reporting period. We have identified the policies described below as our critical accounting policies. See Note 1 to our Consolidated Financial Statements for a detailed discussion of these and other accounting policies.

      Accounts Receivable — We provide credit terms to customers generally ranging up to 30 days, perform ongoing credit evaluations of our customers and maintain allowances for estimated credit losses. As these factors change, our estimates change and we could accrue different amounts for doubtful accounts in different accounting periods. At December 31, 2004, our allowance for doubtful accounts was approximately $24.2 million, or approximately 3% of the accounts receivable balance at December 31, 2004. The allowance for doubtful accounts, expressed as a percent of accounts receivable, was approximately 4% at December 31, 2003. Each 0.10% change in the ratio of allowance for doubtful accounts to accounts receivable would impact bad debt expense by approximately $880,000.

      Goodwill and Intangible Assets — Our goodwill and intangible assets totaled $4.14 billion as of December 31, 2004 resulting primarily from acquisitions. Upon acquisition, the purchase price is first allocated to identifiable assets and liabilities, including trademarks and customer-related intangible assets, with any remaining purchase price recorded as goodwill. Goodwill and trademarks with indefinite lives are not amortized.

      We believe that a trademark has an indefinite life if it has sufficient market share and a history of strong sales and cash flow performance that we expect to continue for the foreseeable future. If these perpetual trademark criteria are not met, the trademarks are amortized over their expected useful lives, which generally range from five to 40 years. Determining the expected life of a trademark requires considerable management judgment and is based on an evaluation of a number of factors including the competitive environment, market share, trademark history and anticipated future trademark support.

      Perpetual trademarks and goodwill are evaluated for impairment at least annually to ensure that future cash flows continue to exceed the related book value. A perpetual trademark is impaired if its book value

45

exceeds fair value. Goodwill is evaluated for impairment if the book value of its reporting unit exceeds its fair value. A reporting unit can be a segment or an operating division. If the fair value of an evaluated asset is less than its book value, the asset is written down to fair value based on its discounted future cash flows.

      Amortizable intangible assets are only evaluated for impairment upon a significant change in the operating environment. If an evaluation of the undiscounted cash flows indicates impairment, the asset is written down to its estimated fair value, which is generally based on discounted future cash flows.

      Considerable management judgment is necessary to evaluate the impact of operating changes and to estimate future cash flows. Assumptions used in our impairment evaluations, such as forecasted growth rates and our cost of capital, are consistent with our internal projections and operating plans.

      We did not recognize any impairment charges for perpetual trademarks or goodwill during 2004.

      Purchase Price Allocation — We allocate the cost of acquisitions to the assets acquired and liabilities assumed. All identifiable assets acquired, including identifiable intangibles, and liabilities assumed are assigned a portion of the cost of the acquired company, normally equal to their fair values at the date of acquisition. The excess of the cost of the acquired company over the sum of the amounts assigned to identifiable assets acquired less liabilities assumed is recorded as goodwill. We record the initial purchase price allocation based on evaluation of information and estimates available at the date of the financial statements. As final information regarding fair value of assets acquired and liabilities assumed is received and estimates are refined, appropriate adjustments are made to the purchase price allocation. To the extent that such adjustments indicate that the fair values of assets and liabilities differ from their preliminary purchase price allocations, such difference would adjust the amounts allocated to those assets and liabilities and would change the amounts allocated to goodwill. The final purchase price allocation includes the consideration of a number of factors to determine the fair value of individual assets acquired and liabilities assumed including quoted market prices, forecast of expected cash flows, net realizable values, estimates of the present value of required payments and determination of remaining useful lives.

      Income Taxes — Deferred taxes are recognized for future tax effects of temporary differences between financial and income tax reporting using tax rates in effect for the years in which the differences are expected to reverse. We periodically estimate our probable tax obligations using historical experience in tax jurisdictions and informed judgments. There are inherent uncertainties related to the interpretations of tax regulations in the jurisdictions in which we operate. These judgments and estimates made at a point in time may change based on the outcome of tax audits and changes to or further interpretations of regulations. If such changes take place, there is a risk that our tax rate may increase or decrease in any period, which could have an impact on our earnings. Future business results may affect deferred tax liabilities or the valuation of deferred tax assets over time. Our valuation allowance increased $1.2 million in 2004 due to the increased likelihood that state net operating losses will expire before they are used.

      Insurance Accruals — We retain selected levels of property and casualty risks, primarily related to employee health care, workers’ compensation claims and other casualty losses. Many of these potential losses are covered under conventional insurance programs with third-party carriers with high deductible limits. In other areas, we are self-insured with stop-loss coverages. Accrued liabilities for incurred but not reported losses related to these retained risks are calculated based upon loss development factors which contemplate a number of variables including claims history and expected trends. These loss development factors are developed by us in consultation with external insurance brokers and actuaries. At December 31, 2004 and 2003, we recorded accrued liabilities related to these retained risks of $146.1 million and $136.3 million, respectively, including both current and long-term liabilities.

      Employee Benefit Plan Costs — We provide a range of benefits to our employees including pension and postretirement benefits to our eligible employees and retirees. We record annual amounts relating to these plans based on calculations specified by generally accepted accounting principles, which include various actuarial assumptions, such as discount rates, assumed investment rates of return, compensation increases, employee turnover rates and health care cost trend rates. We review our actuarial assumptions on an annual

46

basis and make modifications to the assumptions based on current rates and trends when it is deemed appropriate. As required by generally accepted accounting principles, the effect of the modifications is generally recorded and amortized over future periods. Different assumptions that we make could result in the recognition of different amounts of expense over different periods of time.

      In 2004, we consolidated substantially all of our qualified pension plans into one master trust. We retained investment consultants to assist our Investment Committee with the transition of the plans’ assets to the master trust and to help our Investment Committee formulate a long-term investment policy for the newly established master trust. Our current asset mix guidelines under the investment policy target equities at 65% to 75% of the portfolio and fixed income at 25% to 35%. At December 31, 2004, our master trust was invested as follows: equity securities and limited partnerships — 74%; fixed income securities — 25%; and cash and cash equivalents — 1%.

      We determine our expected long-term rate of return based on our expectations of future returns for the pension plan’s investments based on target allocations of the pension plan’s investments. Additionally, we consider the weighted-average return of a capital markets model that was developed by the plans’ investment consultants and historical returns on comparable equity, debt and other investments. The resulting weighted average expected long-term rate of return on plan assets is 8.5%.

      While a number of the key assumptions related to our qualified pension plans are long-term in nature, including assumed investment rates of return, compensation increases, employee turnover rates and mortality rates, generally accepted accounting principles require that our discount rate assumption be more heavily weighted to current market conditions. As such, our discount rate likely will change more frequently. In 2004 we reduced the discount rate utilized to determine our estimated future benefit obligations from a range of 6.0% to 6.5% at December 31, 2003 to 5.75% at December 31, 2004.

      A 0.25% reduction in the assumed rate of return on plan assets or a 0.25% reduction in the discount rate would increase our annual pension expense by approximately $412,000 and $489,000, respectively. In addition, a 1% increase in assumed healthcare costs trends would increase the aggregate annual post retirement medical expense by approximately $184,000.

Recent Accounting Pronouncements

      Recently Adopted Accounting Pronouncements — In December 2003, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 132 (revised 2003), “Employers’ Disclosures about Pensions and Other Postretirement Benefits” in an attempt to improve financial statement disclosures regarding defined benefit plans. This standard requires that companies provide more details about their plan assets, benefit obligations, cash flows, benefit costs and other relevant information. In addition to expanded annual disclosures, we are required to report the various elements of pension and other postretirement benefit costs on a quarterly basis. SFAS No. 132 (revised 2003) is effective for fiscal years ending after December 15, 2003, and for quarters beginning after December 15, 2003. The expanded disclosure requirements are included in this report.

      On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”) was signed into law. The Act introduces a prescription drug benefit under Medicare Part D, as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. In April 2004, the FASB issued Staff Position (“FSP”) No. SFAS 106-2 to address the accounting and disclosure requirements related to the Act. The FSP is effective for interim or annual periods beginning after September 15, 2004. Substantially all of our postretirement benefits terminate at age 65. Therefore, the FSP will have no material affect on our Consolidated Financial Statements.

      Recently Issued Accounting Pronouncements — The FASB issued SFAS No. 123(R), “Share-Based Payment” in December 2004. It will require the cost of employee compensation paid with equity instruments to be measured based on grant-date fair values. That cost will be recognized over the vesting period. SFAS No. 123(R) will become effective for us in the third quarter 2005. We are still evaluating the impact of

47

SFAS No. 123(R) on our Consolidated Financial Statements and have not yet determined the transition method we will apply when we adopt the statement. See Note 1 to our Consolidated Financial Statements-“Stock-Based Compensation” for illustrations of the pro forma impact of expensing our stock options in the historical periods.

      In November 2004, the FASB issued SFAS No. 151, “Inventory Costs — an Amendment of ARB No. 43, Chapter 4.” SFAS No. 151, which is effective for inventory costs incurred during years beginning after June 15, 2005, clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material, requiring that those items be recognized as current-period charges. In addition, SFAS No. 151 requires that allocation of fixed production overheads be based on the normal capacity of the production facilities. We do not believe the adoption of this standard will have a material impact on our Consolidated Financial Statements.

      In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29.” SFAS No. 153 is effective for nonmonetary exchanges occurring in years beginning after June 15, 2005. SFAS No. 153 eliminates the rule in APB No. 29 which excluded from fair value measurement exchanges of similar productive assets. Instead, SFAS No. 153 excludes from fair value measurement exchanges of nonmonetary assets that do not have commercial substance. We do not believe the adoption of this standard will have a material impact on our Consolidated Financial Statements.

Risk Factors

      This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature are forward-looking statements about our future that are not statements of historical fact. Most of these statements are found in this report under the following subheadings: “Part I — Item 1. Business,” “Part II — Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Part II — Item 7A. Quantitative and Qualitative Disclosures About Market Risk.” In some cases, you can identify these statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “seek to,” “anticipates,” “plans,” “believes,” “estimates,” “intends,” “predicts,” “projects,” “potential” or “continue” or the negative of such terms and other comparable terminology. These statements are only predictions, and in evaluating those statements, you should carefully consider the information above in “— Known Trends and Uncertainties,” as well as the risks outlined below. Actual performance or results may differ materially and adversely.

Reorganization of our WhiteWave Foods Company Segment Could Temporarily Adversely Affect the Performance of the Segment

      In the third quarter of 2004, we began the process of consolidating the operations of the three operating units that comprise our WhiteWave Foods Company segment into a single business. We have completed the consolidation of the sales, marketing and research and development organization for the three companies, and in the third quarter of 2005, the employees of the new company will move to a new headquarters located in Broomfield, Colorado. The full integration of these businesses will be a lengthy process involving all aspects of the three company’s operations, including purchasing, manufacturing, distribution and administration, and will include the selection and implementation of a new information technology platform. As part of our overall reorganization of WhiteWave Foods Company into a unified branded consumer packaged goods company, we also intend to bring in-house certain manufacturing activities that are currently being done by third parties. We expect the consolidation to be completed in the next 12 to 18 months. This process presents a number of challenges and requires a significant amount of management’s attention. Our failure to successfully manage this process could cause us to incur unexpected costs or to lose customers or sales, which could have a material adverse effect on our financial results.

      In addition, effective March 11, 2005, Mr. Steve Demos, President of WhiteWave Foods Company resigned his position. We have retained a leading executive recruiting firm to assist in the search for a new president. Mr. Gregg Engles, our Chairman of the Board and Chief Executive Officer, has assumed direct leadership of WhiteWave Foods Company on an interim basis. This transition could be disruptive to us in the short term.

48

Spin-Off of our Specialty Foods Group

      In January 2005, we announced our intent to pursue a tax-free spin-off of our Specialty Foods Group segment to our shareholders. Separating the Specialty Foods Group segment from our business, and completing the successful spin-off will require a number of operational, legal and regulatory steps be successfully completed. Completing these steps presents a number of challenges and will require a significant amount of management’s attention. Our failure to successfully manage the process could cause us to incur unexpected costs or to lose customers or sales. In addition, the spin-off is dependent upon the receipt of a favorable private letter ruling from the Internal Revenue Service on the tax-free nature of the transaction. If we fail to receive a favorable letter ruling, the spin-off will not occur.

Recent Financial Difficulty at Specialty Foods Group Segment Could Continue Longer Than We Expect

      Our Specialty Foods Group segment experienced financial difficulty during 2004 due primarily to rising input costs and to a decline in demand for Specialty Foods Groups’ line of nutritional beverages. We exited the nutritional beverages business at the end of 2004. Also, the former President of the Specialty Foods Group segment returned to run the business in late October. With these changes and certain other changes we are implementing at the Specialty Foods Group, it is our goal to return the Specialty Foods Group segment to its historical levels of profitability in 2005. However, there can be no assurance as to how long it will take to return the Specialty Foods Group to its historical levels of profitability, if ever. Many factors are beyond our control, such as the costs of raw materials and packaging supplies and competitive pressures that limit our ability to raise prices in reaction to increased input costs.

Recent Successes of Our Products Could Attract Increased Competitive Activity, Which Could Impede Our Growth Rate and Cost Us Sales and, in the Case of Organic Products, Put Pressure on the Availability of Raw Materials

      Our Silk soymilk and Horizon Organic organic food and beverage products have leading market shares in their categories and have benefited in many cases from being the first to introduce products in their categories. As soy and organic products continue to gain in popularity with consumers, we expect our products in these categories to continue to attract competitors. Many large food and beverage companies have substantially more resources than we do and they may be able to market their soy and organic products more successfully than us, which could cause our growth rate in these categories to be slower than our forecast and could cause us to lose sales. The increase in popularity of soy and organic milks is also attracting private label competitors who sell their products at a lower price. The success of private label brands could adversely affect our sales and profitability. Finally, there is a limited supply of organic raw materials in the United States, especially organic soybeans and organic raw milk. New entrants into our markets can reduce available supply and drive up costs. Even without new entrants, our own rapid growth can put pressure on the availability and price of organic raw materials.

      Our International Delight coffee creamer competes intensely with Nestlé CoffeeMate business, and our Hershey’s milks and milkshakes compete intensely with Nestlé Nesquik. Nestle has significantly greater resources than we do, which allows them to promote their products more aggressively. Our failure to successfully compete with Nestle could have a material adverse effect on the sales and profitability of our International Delight and/or our Hershey’s businesses.

Loss of Rights to Any of Our Licensed Brands Could Adversely Affect Our Sales and Profits

      We sell certain of our products under licensed brand names such as Borden®, Hershey’s, LAND O’LAKES, Pet® and others. In some cases, we have invested significant capital in product development and marketing and advertising related to these licensed brands. Should our rights to manufacture and sell products under any of these names be terminated for any reason, our financial performance and results of operations could be materially and adversely affected.

49

We Have Substantial Debt and Other Financial Obligations and We May Incur Even More Debt

      We have substantial debt and other financial obligations and significant unused borrowing capacity. See “— Liquidity and Capital Resources.”

      We have pledged substantially all of our assets (including the assets of our subsidiaries) to secure our indebtedness. Our high debt level and related debt service obligations:

•  require us to dedicate significant cash flow to the payment of principal and interest on our debt which reduces the funds we have available for other purposes,

•  may limit our flexibility in planning for or reacting to changes in our business and market conditions,

•  impose on us additional financial and operational restrictions, and

•  expose us to interest rate risk since a portion of our debt obligations are at variable rates.

      The interest rate on our debt is based on our debt rating, as issued by Standard & Poor’s and Moody’s. We have no ability to control the ratings issued by Standard & Poor’s and Moody’s. A downgrade in our debt rating could cause our interest rate to increase, which could adversely affect our ability to achieve our targeted profitability level, as well as our cash flow.

      Our ability to make scheduled payments on our debt and other financial obligations depends on our financial and operating performance. Our financial and operating performance is subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond our control. A significant increase in interest rates could adversely impact our net income. If we do not comply with the financial and other restrictive covenants under our credit facilities, we may default under them. Upon default, our lenders could accelerate the indebtedness under the facilities, foreclose against their collateral or seek other remedies, which would jeopardize our ability to continue our current operations.

      We intend to pursue a tax free spin-off of our Specialty Foods Group. Our Specialty Foods Group generates positive cash flow from operations. The loss of income from the Specialty Foods Group will cause compliance with our debt covenant ratios to become more difficult. We intend to pay down some of our debt in 2005 to offset the effect of the Specialty Foods Group spin-off on our ratios; however, there can be no assurance that we will successfully pay down our debt.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Fluctuations

      In order to reduce the volatility of earnings that arises from changes in interest rates, we manage interest rate risk through the use of interest rate swap agreements. These swap agreements provide hedges for loans under our senior credit facility by limiting or fixing the LIBOR interest rates specified in the senior credit facility at the interest rates noted below until the indicated expiration dates.

      These swaps have been designated as cash flow hedges against variable interest rate exposure. The following table summarizes our various interest rate swap agreements in effect as of December 31, 2004:

Fixed Interest Rates	Expiration Date		Notional Amounts
			(In millions)
5.20% to 6.74%		December 2005	$	400
3.65% to 6.78%		December 2006		375

      The following table summarizes our various interest rate swap agreements as of December 31, 2003:

Fixed Interest Rates	Expiration Date		Notional Amounts
			(In millions)
1.48% to 6.69%		December 2004	$	650
5.20% to 6.74%		December 2005		400
6.78%		December 2006		75

50

      We are exposed to market risk under these arrangements due to the possibility of interest rates on our credit facilities falling below the rates on our interest rate derivative agreements. We incurred $20.7 million of additional interest expense, net of taxes, during 2004 as a result of interest rates on our variable rate debt falling below the agreed-upon interest rate on our existing swap agreements. Credit risk under these arrangements is remote since the counterparties to our interest rate derivative agreements are major financial institutions.

      A majority of our debt obligations are currently at variable rates. We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in interest rates. As of December 31, 2004 and 2003, the analysis indicated that such interest rate movement would not have a material effect on our financial position, results of operations or cash flows. However, actual gains and losses in the future may differ materially from that analysis based on changes in the timing and amount of interest rate movement and our actual exposure and hedges.

Foreign Currency

      We are exposed to foreign currency risk due to operating cash flows and various financial instruments that are denominated in foreign currencies. Our most significant foreign currency exposures relate to the euro and the British pound. We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in foreign currency exchange rates. As of December 31, 2004 and 2003, the analysis indicated that such foreign currency exchange rate change would not have a material effect on our financial position, results of operations or cash flows.

Butterfat

      Our Dairy Group utilizes a significant amount of butterfat to produce Class II products. This butterfat is acquired through the purchase of raw milk and bulk cream. Butterfat acquired in raw milk is priced based on the Class II butterfat price in federal orders, which is announced near the end of the applicable month. The Class II butterfat price can generally be tied to pricing of AA butter traded on the Chicago Mercantile Exchange (“CME”). The cost of butterfat acquired in bulk cream is typically based on a multiple of the AA butter price on the CME. From time to time, we purchase butter futures and butter inventory in an effort to better manage our butterfat cost in Class II products. Futures contracts are marked to market in accordance with SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities,” and physical inventory is valued at the lower of cost or market. We are exposed to market risk under these arrangements if the cost of butter falls below the cost that we have agreed to pay in a futures contract or that we actually paid for the physical inventory and we are unable to pass on the difference to our customers. At this time we believe that potential losses due to butterfat hedging activities would not have a material impact on our consolidated financial position, results of operations or operating cash flow. During 2004, we recognized losses of $2.5 million, net of tax, related to our butterfat hedging activities.

51

Item 8. Consolidated Financial Statements

      Our Consolidated Financial Statements for 2004 are included in this report on the following pages.

			Page
Management Report on Internal Controls Over Financial Reporting				F-1
Report of Independent Registered Public Accounting Firm				F-2
Consolidated Balance Sheets as of December 31, 2004 and 2003				F-4
Consolidated Statements of Income for the years ended December 31, 2004, 2003 and 2002				F-5
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2004, 2003 and 2002				F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002				F-7
Notes to Consolidated Financial Statements
	1.	Summary of Significant Accounting Policies		F-8
	2.	Acquisitions, Divestitures and Discontinued Operations		F-12
	3.	Investments in Unconsolidated Affiliates		F-16
	4.	Inventories		F-17
	5.	Property, Plant and Equipment		F-18
	6.	Intangible Assets		F-18
	7.	Accounts Payable and Accrued Expenses		F-20
	8.	Income Taxes		F-20
	9.	Long-Term Debt		F-22
	10.	Mandatorily Redeemable Trust Issued Preferred Securities		F-25
	11.	Stockholders’ Equity		F-25
	12.	Other Comprehensive Income		F-30
	13.	Employee Retirement and Profit Sharing Plans		F-30
	14.	Postretirement Benefits Other Than Pensions		F-33
	15.	Facility Closing and Reorganization Costs		F-35
	16.	Other Operating (Income) Expense		F-38
	17.	Supplemental Cash Flow Information		F-39
	18.	Commitments and Contingencies		F-39
	19.	Fair Value of Financial Instruments		F-41
	20.	Segment and Geographic Information and Major Customers		F-41
	21.	Quarterly Results of Operations (unaudited)		F-44
	22.	Related Party Transactions		F-45
	23.	Subsequent Events (unaudited)		F-45

52

MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

      Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements.

      All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

      We have assessed the effectiveness of our internal control over financial reporting as of December 31, 2004. In making this assessment, we used the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment we believe that, as of December 31, 2004, our internal control over financial reporting is effective based on those criteria.

      Our independent registered public accounting firm has issued an audit report on our assessment of our internal control over financial reporting. This report appears on page F-2.

March 14, 2005

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Dean Foods Company

Dallas, Texas

      We have audited the accompanying consolidated balance sheets of Dean Foods Company and subsidiaries (the “Company”) as of December 31, 2004 and 2003, and the related consolidated statements of income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2004. We also have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting that the Company maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on these financial statements, an opinion on management’s assessment, and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audit of financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

      A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

      Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

      In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Dean Foods Company and subsidiaries as of December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period

F-2

ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, management’s assessment that the Company maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

      As discussed in Note 1 to the consolidated financial statements, in 2002 the Company changed its method of accounting for goodwill and other intangible assets to conform to Statement of Financial Accounting Standards No. 142.

DELOITTE & TOUCHE LLP

Dallas, Texas

March 14, 2005

F-3

DEAN FOODS COMPANY

CONSOLIDATED BALANCE SHEETS

			December 31
			2004			2003
			(Dollars in thousands,
			except share data)
ASSETS
Current assets:
	Cash and cash equivalents		$	27,572		$	47,143
	Receivables, net of allowance for doubtful accounts of $24,233 and $32,684			861,759			742,934
	Inventories			479,981			426,478
	Deferred income taxes			150,151			137,055
	Prepaid expenses and other current assets			76,961			47,271
		Total current assets		1,596,424			1,400,881
Property, plant and equipment				1,946,992			1,773,555
Goodwill				3,490,129			3,197,548
Identifiable intangible and other assets				722,823			620,552
		Total	$	7,756,368		$	6,992,536
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable and accrued expenses		$	925,199		$	924,707
	Income taxes payable			40,000			65,528
	Current portion of long-term debt			141,227			180,158
		Total current liabilities		1,106,426			1,170,393
Long-term debt				3,116,032			2,611,356
Deferred income taxes				531,242			388,151
Other long-term liabilities				341,531			279,823
Commitments and contingencies (Note 18)
Stockholders’ equity:
	Preferred stock, none issued
	Common stock, 149,222,997 and 154,993,214 shares issued and outstanding, with a par value of $0.01 per share			1,492			1,550
	Additional paid-in capital			1,308,172			1,498,025
	Retained earnings			1,359,632			1,074,258
	Accumulated other comprehensive income (loss)			(8,159	)		(31,020	)
		Total stockholders’ equity		2,661,137			2,542,813
		Total	$	7,756,368		$	6,992,536

See Notes to Consolidated Financial Statements.

F-4

DEAN FOODS COMPANY

CONSOLIDATED STATEMENTS OF INCOME

			Year Ended December 31
			2004			2003			2002
			(Dollars in thousands, except share data)
Net sales			$	10,822,285		$	9,184,616		$	8,991,464
Cost of sales				8,257,756			6,808,207			6,642,773
Gross profit				2,564,529			2,376,409			2,348,691
Operating costs and expenses:
	Selling and distribution			1,512,507			1,345,065			1,321,763
	General and administrative			349,683			317,342			337,496
	Amortization of intangibles			6,650			4,949			7,775
	Facility closing and reorganization costs			34,695			11,787			19,050
	Other operating income			(5,899	)		(68,719	)		—
		Total operating costs and expenses		1,897,636			1,610,424			1,686,084
Operating income				666,893			765,985			662,607
Other (income) expense:
	Interest expense			204,770			181,134			197,685
	Financing charges on trust issued preferred securities			—			14,164			33,578
	Equity in (earnings) losses of unconsolidated affiliates			—			(244	)		7,899
	Other (income) expense, net			(253	)		(2,625	)		2,660
		Total other expense		204,517			192,429			241,822
Income from continuing operations before income taxes				462,376			573,556			420,785
Income taxes				177,002			217,853			152,988
Minority interest in earnings				—			—			46
Income from continuing operations				285,374			355,703			267,751
Loss on sale of discontinued operations, net of tax				—			—			(8,231	)
Income from discontinued operations, net of tax				—			—			879
Income before cumulative effect of accounting change				285,374			355,703			260,399
Cumulative effect of accounting change, net of tax				—			—			(84,983	)
Net income			$	285,374		$	355,703		$	175,416
Average common shares:
	Basic			154,635,979			145,201,412			135,031,274
	Diluted			160,704,576			160,695,670			163,163,904
Basic earnings per common share:
	Income from continuing operations		$	1.85		$	2.45		$	1.98
	Loss from discontinued operations			—			—			(.05	)
	Cumulative effect of accounting change			—			—			(.63	)
	Net income		$	1.85		$	2.45		$	1.30
Diluted earnings per common share:
	Income from continuing operations		$	1.78		$	2.27		$	1.77
	Loss from discontinued operations			—			—			(.05	)
	Cumulative effect of accounting change			—			—			(.51	)
	Net income		$	1.78		$	2.27		$	1.21

See Notes to Consolidated Financial Statements.

F-5

DEAN FOODS COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

													Accumulated
													Other			Total
		Common Stock						Additional			Retained		Comprehensive			Stockholders’			Comprehensive
		Shares			Amount			Paid-In Capital			Earnings		Income (Loss)			Equity			Income
		(Dollars in thousands, except share data)
Balance, January 1, 2002			131,809,470		$	1,318		$	961,266		$	543,139	$	(29,843	)	$	1,475,880
	Issuance of common stock		5,278,170			53			88,578			—		—			88,631
	Reclassification of Legacy Dean stock option liability		—			—			30,461			—		—			30,461
	Purchase and retirement of treasury stock		(4,126,200	)		(41	)		(101,192	)		—		—			(101,233	)
	Net income		—			—			—			175,416		—			175,416		$	175,416
	Other comprehensive income (Note 12):
	Change in fair value of derivative instruments		—			—			—			—		(46,803	)		(46,803	)		(46,803	)
	Amounts reclassified to income statement related to derivatives		—			—			—			—		24,014			24,014			24,014
	Cumulative translation adjustment		—			—			—			—		8,408			8,408			8,408
	Minimum pension liability adjustment		—			—			—			—		(11,481	)		(11,481	)		(11,481	)
	Comprehensive income																		$	149,554
Balance, December 31, 2002			132,961,440			1,330			979,113			718,555		(55,705	)		1,643,293
	Issuance of common stock		5,798,235			58			121,592			—		—			121,650
	Exchange of trust issued preferred securities		22,901,839			229			582,757			—		—			582,986
	Purchase and retirement of treasury stock		(6,668,300	)		(67	)		(185,437	)		—		—			(185,504	)
	Net income		—			—			—			355,703		—			355,703		$	355,703
	Other comprehensive income (Note 12):
	Change in fair value of derivative instruments		—			—			—			—		(7,650	)		(7,650	)		(7,650	)
	Amounts reclassified to income statement related to derivatives		—			—			—			—		25,610			25,610			25,610
	Cumulative translation adjustment		—			—			—			—		18,247			18,247			18,247
	Minimum pension liability adjustment		—			—			—			—		(11,522	)		(11,522	)		(11,522	)
	Comprehensive income																		$	380,388
Balance, December 31, 2003			154,993,214			1,550			1,498,025			1,074,258		(31,020	)		2,542,813
	Issuance of common stock		3,539,783			35			86,437			—		—			86,472
	Horizon Organic stock option conversion		—			—			20,635			—		—			20,635
	Purchase and retirement of treasury stock		(9,310,000	)		(93	)		(296,925	)		—		—			(297,018	)
	Net income		—			—			—			285,374		—			285,374		$	285,374
	Other comprehensive income (Note 12):
	Change in fair value of derivative instruments		—			—			—			—		(717	)		(717	)		(717	)
	Amounts reclassified to income statement related to derivatives		—			—			—			—		20,723			20,723			20,723
	Cumulative translation adjustment		—			—			—			—		17,313			17,313			17,313
	Minimum pension liability adjustment		—			—			—			—		(14,458	)		(14,458	)		(14,458	)
	Comprehensive income																		$	308,235
Balance, December 31, 2004			149,222,997		$	1,492		$	1,308,172		$	1,359,632	$	(8,159	)	$	2,661,137

See Notes to Consolidated Financial Statements.

F-6

DEAN FOODS COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

					Year Ended December 31
					2004			2003			2002
					(In thousands)
Cash flows from operating activities:
	Net income				$	285,374		$	355,703		$	175,416
	Income from discontinued operations					—			—			(879	)
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization				223,547			191,885			173,994
		(Gain) loss on disposition of assets				4,552			(1,194	)		4,586
		Gain on sale of operations				(122	)		(66,168	)		—
		Equity in (earnings) loss of unconsolidated affiliates				—			(244	)		7,899
		Loss on sale of discontinued operations				—			—			8,231
		Cumulative effect of accounting change				—			—			84,983
		Write-down of impaired assets				13,099			8,757			11,253
		Deferred income taxes				143,136			143,267			75,605
		Tax savings on equity compensation				18,526			26,380			13,923
		Costs related to early extinguishment of debt				32,613			—			—
		Other				358			(8,990	)		2,839
		Changes in operating assets and liabilities, net of acquisitions:
			Receivables			(83,456	)		(67,565	)		99,775
			Inventories			(25,722	)		(18,718	)		18,167
			Prepaid expenses and other assets			436			20,663			(943	)
			Accounts payable and accrued expenses			(74,711	)		(89,367	)		(51,193	)
			Income taxes payable			(9,974	)		27,893			18,961
				Net cash provided by continuing operations		527,656			522,302			642,617
				Net cash provided by discontinued operations		—			—			13,147
				Net cash provided by operating activities		527,656			522,302			655,764
Cash flows from investing activities:
	Additions to property, plant and equipment					(356,136	)		(291,662	)		(241,982	)
	Cash outflows for acquisitions and investments					(401,148	)		(246,573	)		(222,149	)
	Net proceeds from divestitures					—			89,950			148,313
	Proceeds from sale of fixed assets					10,713			12,112			6,765
				Net cash used in continuing operations		(746,571	)		(436,173	)		(309,053	)
				Net cash used in discontinued operations		—			—			(5,138	)
				Net cash used in investing activities		(746,571	)		(436,173	)		(314,191	)
Cash flows from financing activities:
	Proceeds from issuance of debt					1,658,846			349,680			637,500
	Repayment of debt					(1,220,629	)		(322,691	)		(992,797	)
	Payments of deferred financing, debt restructuring and merger costs					(9,801	)		(5,200	)		(2,887	)
	Issuance of common stock, net of expenses					67,946			95,270			74,988
	Redemption of common stock					(297,018	)		(199,521	)		(87,211	)
	Redemption of trust issued preferred securities					—			(2,420	)		—
				Net cash provided by (used in) financing activities		199,344			(84,882	)		(370,407	)
Increase (decrease) in cash and cash equivalents						(19,571	)		1,247			(28,834	)
Cash and cash equivalents, beginning of period						47,143			45,896			74,730
Cash and cash equivalents, end of period					$	27,572		$	47,143		$	45,896

See Notes to Consolidated Financial Statements.

F-7

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2004, 2003 and 2002

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Nature of Our Business — We are a leading food and beverage company. Our Dairy Group is the largest processor and distributor of milk and various other dairy products in the United States. The Dairy Group sells its products under a variety of local and regional brands. Our WhiteWave Foods Company (formerly the Branded Products Group) manufacturers, markets and sells a variety of well-known soy, dairy and dairy-related nationally branded products including Silk® soymilk and cultured soy products, Horizon Organic® fluid dairy, juices and other products, International Delight® coffee creamers and LAND O’LAKES® fluid dairy products. Our Specialty Foods Group is the leading private label pickle processor in the United States and a maker of a variety of other food products. We also own the fourth largest dairy processor in Spain.

      Basis of Presentation — Our Consolidated Financial Statements include the accounts of our wholly owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation.

      Use of Estimates — The preparation of our Consolidated Financial Statements in conformity with generally accepted accounting principles (“GAAP”) requires us to use our judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of net sales and expenses during the reporting period. Actual results could differ from these estimates under different assumptions or conditions.

      Cash Equivalents — We consider temporary cash investments with an original maturity of three months or less to be cash equivalents.

      Inventories — Inventories are stated at the lower of cost or market. Dairy and certain specialty products are valued using the first-in, first-out (“FIFO”) method while our pickle inventories are valued using the last-in, first-out (“LIFO”) method. The costs of finished goods inventories include raw materials, direct labor and indirect production and overhead costs.

      Property, Plant and Equipment — Property, plant and equipment are stated at acquisition cost, plus capitalized interest on borrowings during the actual construction period of major capital projects. Also included in property, plant and equipment are certain direct costs related to the implementation of computer software for internal use. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets, as follows:

Asset	Useful Life
Buildings and improvements	7 to 40 years
Machinery and equipment	3 to 20 years

      We perform impairment tests when circumstances indicate that the carrying value may not be recoverable. Capitalized leases are amortized over the shorter of their lease term or their estimated useful lives. Expenditures for repairs and maintenance, which do not improve or extend the life of the assets, are expensed as incurred.

F-8

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Intangible and Other Assets — Identifiable intangible assets are amortized over their estimated useful lives as follows:

Asset	Useful Life
Customer relationships	Straight-line method over 5 to 15 years
Customer supply contracts	Straight-line method over the terms of the agreements
Trademarks/trade names	Straight-line method over 5 to 40 years
Noncompetition agreements	Straight-line method over the terms of the agreements
Patents	Straight-line method over 15 years
Deferred financing costs	Interest method over the terms of the related debt

      Effective January 1, 2002, in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142, goodwill and other intangible assets determined to have indefinite useful lives are no longer amortized. Instead, we now conduct impairment tests on our goodwill, trademarks and other intangible assets with indefinite lives annually and when circumstances indicate that the carrying value may not be recoverable. To determine whether an impairment exists, we use present value techniques. Upon adoption of SFAS No. 142, we conducted transitional impairment tests and recorded certain impairments during 2002. The results of these tests indicated that the goodwill related to our Puerto Rico operations was impaired at January 1, 2002. In the fourth quarter of 2002, we determined that the impairment that existed as of January 1, 2002 was $37.7 million (net of tax). As required by SFAS No. 142, we recorded the impairment in our income statement as the cumulative effect of accounting change retroactive to the first quarter of 2002. See Note 2 for information related to the sale of our Puerto Rico operations. We also completed an impairment assessment of our intangibles with indefinite useful lives other than goodwill, upon adoption of SFAS No. 142, during the first quarter of 2002 as of January 1, 2002. We determined that an impairment of $47.3 million (net of tax) existed at January 1, 2002. The impairment related to certain trademarks in our Dairy Group and WhiteWave Foods Company segments, and was recorded in the first quarter as the cumulative effect of an accounting change. The fair value of these trademarks was determined using a present value technique.

      Foreign Currency Translation — The financial statements of our foreign subsidiaries are translated to U.S. dollars in accordance with the provisions of SFAS No. 52, “Foreign Currency Translation.” The functional currency of our foreign subsidiaries is generally the local currency of the country. Accordingly, assets and liabilities of the foreign subsidiaries are translated to U.S. dollars at year-end exchange rates. Income and expense items are translated at the average rates prevailing during the year. Changes in exchange rates that affect cash flows and the related receivables or payables are recognized as transaction gains and losses in the determination of net income. The cumulative translation adjustment in stockholders’ equity reflects the unrealized adjustments resulting from translating the financial statements of our foreign subsidiaries.

      Minority Interest in Subsidiaries — Minority interest in results of operations of consolidated subsidiaries represents the minority shareholders’ share of the income or loss of various consolidated subsidiaries. Equity in earnings/(losses) represents the proportional share of the earnings or losses of these subsidiaries less any cash distributions made. At December 31, 2004 and 2003, there were no outstanding minority interests.

      Stock-Based Compensation — We have elected to follow Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations in accounting for our stock options. All options granted to date have been to employees, officers and directors. No compensation expense has been recognized as the stock options were granted at exercise prices that were at or above market value at the grant date. Compensation expense for grants of stock units (“SUs”) is recognized over the vesting period. See Note 11 for more information about our stock option and SU programs. Had compensation expense been determined for stock option grants using fair value methods provided for in SFAS No. 123, “Accounting for

F-9

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Stock-Based Compensation,” our pro forma net income and net income per common share would have been the amounts indicated below:

		Year Ended December 31
		2004			2003			2002
		(In thousands, except share data)
Net income, as reported		$	285,374		$	355,703		$	175,416
Add: Stock-based compensation expense included in reported net income, net of tax			3,628			2,396			—
Less: Stock-based compensation expense determined under fair value-based methods for all awards, net of tax			(35,281	)		(36,614	)		(31,249	)
Pro forma net income		$	253,721		$	321,485		$	144,167
Net income per share:
Basic — as reported		$	1.85		$	2.45		$	1.30
— pro forma			1.64			2.21			1.07
Diluted — as reported			1.78			2.27			1.21
— pro forma			1.58			2.06			1.01
Stock option share data:
	Stock options granted during period		2,392,658			3,508,667			7,711,394
	Weighted average option fair value	$	8.87		$	11.61		$	9.99
SU data:
	SUs granted during period		475,750			806,800			—
	Weighted average unit fair value	$	31.59		$	25.06			—

      The fair value of each stock option grant is calculated using the Black-Scholes option pricing model, with the following assumptions:

	2004		2003		2002
Expected volatility		25%		37 to 38%		38%
Expected dividend yield		0%		0%		0%
Expected option term		5 years		7 years		7 years
Risk-free rate of return		2.98 to 3.81%		3.03 to 4.00%		4.09 to 4.87%

      Sales Recognition and Accounts Receivable — Sales are recognized when persuasive evidence of an arrangement exists, the price is fixed or determinable, the product has been shipped to the customer and there is a reasonable assurance of collection of the sales proceeds. In accordance with Emerging Issues Task Force (“EITF”) 01-09, “Accounting for Consideration Given by a Vendor to a Customer,” sales are reduced by certain sales incentives, some of which are recorded by estimating expense based on our historical experience. We provide credit terms to customers generally ranging up to 30 days, perform ongoing credit evaluation of our customers and maintain allowances for potential credit losses based on historical experience. Estimated product returns, which have not been material, are deducted from sales at the time of shipment.

      Income Taxes — All of our wholly owned U.S. operating subsidiaries are included in our consolidated tax return. In addition, our proportional share of the operations of our former majority-owned subsidiaries and certain of our equity method affiliates, all of which are organized as limited liability companies or limited partnerships, are included in our consolidated tax return. Our foreign subsidiaries are required to file separate income tax returns in their local jurisdictions. Certain distributions from these subsidiaries are subject to U.S. income taxes; however, available tax credits of these subsidiaries may reduce or eliminate these

F-10

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

U.S. income tax liabilities. Other foreign earnings are expected to be reinvested indefinitely. At December 31, 2004, no provision had been made for U.S. federal or state income tax on approximately $30.5 million of accumulated foreign earnings.

      Deferred income taxes are provided for temporary differences between amounts recorded in the Consolidated Financial Statements and tax bases of assets and liabilities using current tax rates. Deferred tax assets, including the benefit of net operating loss carry-forwards, are evaluated based on the guidelines for realization and are reduced by a valuation allowance if deemed necessary.

      Advertising Expense — Advertising expense is primarily comprised of media, agency and production expenses. Advertising expenses are charged to income during the period incurred, except for expenses related to the development of a major commercial or media campaign which are charged to income during the period in which the advertisement or campaign is first presented by the media. Advertising expenses charged to income totaled $120 million in 2004, $108.3 million in 2003 and $91.1 million in 2002. Additionally, prepaid advertising costs were $3.6 million and $368,000 at December 31, 2004 and 2003, respectively.

      Shipping and Handling Fees — Our shipping and handling costs are included in both cost of sales and selling and distribution expense, depending on the nature of such costs. Shipping and handling costs included in cost of sales reflect inventory warehouse costs, product loading and handling costs and costs associated with transporting finished products from our manufacturing facilities to our own distribution warehouses. Shipping and handling costs included in selling and distribution expense consist primarily of route delivery costs for both company-owned delivery routes and independent distributor routes, to the extent that such independent distributors are paid a delivery fee and the cost of shipping products to customers through third party carriers. Shipping and handling costs that were recorded as a component of selling and distribution expense were approximately $1.13 billion, $988.1 million and $951.9 million during 2004, 2003 and 2002, respectively.

      Insurance Accruals — We retain selected levels of property and casualty risks, primarily related to employee health care, workers’ compensation claims and other casualty losses. Many of these potential losses are covered under conventional insurance programs with third party carriers with high deductible limits. In other areas, we are self-insured with stop-loss coverages. Accrued liabilities for incurred but not reported losses related to these retained risks are calculated based upon loss development factors which contemplate a number of factors including claims history and expected trends. These loss development factors are developed by us in consultation with external insurance brokers and actuaries.

      Facility Closing and Reorganization Costs — We have an on-going facility closing and reorganization strategy. We periodically record facility closing and reorganization charges when we have identified a facility for closure or other reorganization opportunity, developed a plan and notified the affected employees. Effective January 1, 2003, we record these charges in accordance with SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” Facility closings initiated prior to January 1, 2003 continue to be accounted for under the old guidance.

      Comprehensive Income — We consider all changes in equity from transactions and other events and circumstances, except those resulting from investments by owners and distributions to owners, to be comprehensive income.

      Stock Split — On June 9, 2003, we effected a three-for-two split of our common stock, and on April 23, 2002, we effected a two-for-one stock split. All share numbers contained in our Consolidated Financial Statements and in these Notes have been adjusted for all periods to reflect the stock splits.

      Recently Adopted Accounting Pronouncements — In December 2003, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 132 (revised 2003), “Employers’ Disclosures about Pensions and Other Postretirement Benefits” in an attempt to improve financial statement disclosures regarding defined

F-11

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

benefit plans. This standard requires that companies provide more details about their plan assets, benefit obligations, cash flows, benefit costs and other relevant information. In addition to expanded annual disclosures, we are required to report the various elements of pension and other postretirement benefit costs on a quarterly basis. SFAS No. 132 (revised 2003) is effective for fiscal years ending after December 15, 2003, and for quarters beginning after December 15, 2003. The expanded disclosure requirements are included in this report.

      On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”) was signed into law. The Act introduces a prescription drug benefit under Medicare Part D, as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. In April 2004, the FASB issued Staff Position (“FSP”) No. SFAS 106-2 to address the accounting and disclosure requirements related to the Act. The FSP is effective for interim or annual periods beginning after September 15, 2004. Substantially all of our postretirement benefits terminate at age 65. Therefore, the FSP will have no material affect on our Consolidated Financial Statements.

      Recently Issued Accounting Pronouncements — The FASB issued SFAS No.123(R), “Share-Based Payment” in December 2004. It will require the cost of employee compensation paid with equity instruments to be measured based on grant-date fair values. That cost will be recognized over the vesting period. SFAS No. 123(R) will become effective for us in the third quarter 2005. We are still evaluating the impact of SFAS No. 123(R) on our Consolidated Financial Statements and have not yet determined the transition method we will apply when we adopt the statement. Refer to the section “Stock-Based Compensation” in this Note for an illustration of the pro-forma impact of expensing our stock options in the historical periods.

      In November 2004, the FASB issued SFAS No. 151, “Inventory Costs — an Amendment of ARB No. 43, Chapter 4.” SFAS No. 151, which is effective for inventory costs incurred during years beginning after June 15, 2005, clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material, requiring that those items be recognized as current-period charges. In addition, SFAS No. 151 requires that allocation of fixed production overheads be based on the normal capacity of the production facilities. We do not believe the adoption of this standard will have a material impact on our Consolidated Financial Statements.

      In December 2004, FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29.” SFAS No. 153 is effective for nonmonetary exchanges occurring in years beginning after June 15, 2005. SFAS No. 153 eliminates the rule in APB No. 29 which excluded from fair value measurement exchanges of similar productive assets. Instead SFAS No. 153 excludes from fair value measurement exchanges of nonmonetary assets that do not have commercial substance. We do not believe the adoption of this standard will have a material impact on our Consolidated Financial Statements.

      Reclassifications — Certain reclassifications have been made to conform the prior years’ Consolidated Financial Statements to the current year classifications.

2. ACQUISITIONS, DIVESTITURES AND DISCONTINUED OPERATIONS

General

      We completed the acquisitions of 24 businesses during 2004, 2003 and 2002. All of these acquisitions were funded with cash flows from operations and borrowings under our credit facility and our accounts receivables-backed facility.

F-12

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      All acquisitions were accounted for using the purchase method of accounting as of their respective acquisition dates, and accordingly, only the results of operations of the acquired companies subsequent to their respective acquisition dates are included in our Consolidated Financial Statements. At the acquisition date, the purchase price was allocated to assets acquired, including identifiable intangibles, and liabilities assumed based on their fair market values. The excess of the total purchase prices over the fair values of the net assets acquired represented goodwill. In connection with the acquisitions, assets were acquired and liabilities were assumed as follows:

			Year Ended December 31
			2004			2003			2002
			(In thousands)
Purchase prices:
	Cash paid, net of cash acquired		$	401,148		$	246,573		$	206,307	(1)
	Cash acquired in acquisitions			2,539			171			17,870
		Total purchase prices		403,687			246,744			224,177
Fair value of net assets acquired:
	Assets acquired			260,723			102,709			147,650
	Liabilities assumed			(163,270	)		(28,771	)		(29,172	)
	Total fair value of net assets acquired			97,453			73,938			118,478
Goodwill			$	306,234		$	172,806		$	105,699

(1)  An additional $15.8 million was paid as part of the acquisition of the former Dean Foods Company (“Legacy Dean”).

      We have not completed the final allocation of purchase price to the fair values of assets and liabilities acquired in 2004, or the related business integration plans. We expect that the ultimate purchase price allocation may include additional adjustments to the fair values of depreciable tangible assets, identifiable intangible assets and the carrying values of certain liabilities. Accordingly, to the extent that such assessments indicate the fair value of the assets and liabilities differ from their preliminary purchase price allocation, such difference would adjust the amounts allocated to the assets and liabilities and would change the amounts allocated to goodwill.

2004 Acquisitions

      Milk Products of Alabama — On October 15, 2004 our Dairy Group acquired Milk Products of Alabama, a dairy manufacturer based in Decatur, Alabama. Milk Products of Alabama had net sales of approximately $34 million in 2003. As a result of this acquisition, we have expanded our production capabilities in the southeastern United States, allowing us to better serve our customers. Milk Products of Alabama’s results of operations are now included in the Morningstar division of our Dairy Group. We paid approximately $23.2 million for the purchase of Milk Products of Alabama, including costs of acquisition, and funded the purchase price with borrowings under our senior credit facility.

      Tiger Foods — On May 31, 2004, Leche Celta, our Spanish subsidiary, acquired Tiger Foods, a dairy processing business with one facility located in Avila, Spain. Tiger Foods, which had net sales of approximately $29 million in 2003, manufactures and distributes branded and private label UHT milk and dairy-based drinks throughout Spain, with an emphasis in the southern and central regions. Tiger Foods’ operations complement our Spanish operations and we expect this acquisition to allow us to reduce our transportation costs for raw milk and finished products due to their geographic proximity to our raw milk suppliers and certain customers. We paid approximately $21.9 million for the purchase of the company, all of which was funded with borrowings under our senior credit facility.

F-13

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Soy Processing Facility — On April 5, 2004, our WhiteWave Foods Company acquired a soy processing and packaging plant located in Bridgeton, New Jersey. Prior to the acquisition, the previous owner of the facility co-packed Silk products for us at the facility. As a result of the acquisition, we have increased our in-house processing and packaging capabilities for our soy products, resulting in cost reductions. We paid approximately $25.7 million for the purchase of the facility, all of which was funded using borrowings under our senior credit facility.

      LAND O’LAKES East — In 2002, we purchased a perpetual license to use the LAND O’LAKES® brand on certain dairy products nationally, excluding cheese and butter. This perpetual license was subject, however, to a pre-existing sublicense entitling a competitor to manufacture and sell cream, sour cream and whipping cream in certain channels in the eastern United States. Effective March 31, 2004, WhiteWave Foods Company acquired that sublicense and certain customer relationships of the sublicensee (“LAND O’LAKES East”) for an aggregate purchase price of approximately $17 million, all of which was funded using borrowings under our senior credit facility. We now have the exclusive right to use the LAND O’LAKES brand on certain dairy products (other than cheese and butter) throughout the entire United States.

      Ross Swiss Dairies — On January 26, 2004, our Dairy Group acquired Ross Swiss Dairies, a dairy distributor based in Los Angeles, California, which had net sales of approximately $120 million in 2003. As a result of this acquisition, we have increased the distribution capability of our Dairy Group in southern California, allowing us to better serve our customers. Ross Swiss Dairies has historically purchased a significant portion of its products from other processors. Now the majority of products distributed by Ross Swiss Dairies are manufactured in our southern California facilities. We paid approximately $21.8 million, including transaction costs, for the purchase of Ross Swiss Dairies and funded the purchase price with borrowings under our receivables-backed facility.

      Horizon Organic — On January 2, 2004, we completed the acquisition of the 87% of Horizon Organic Holding Corporation (“Horizon Organic”) that we did not already own. Horizon Organic had sales of over $200 million during 2003. We already owned approximately 13% of the outstanding common stock of Horizon Organic as a result of investments made in 1998. Third-party co-packers, including us, have historically done all of Horizon Organic’s manufacturing. During 2003, we produced approximately 27% of Horizon Organic’s fluid dairy products. We also distributed Horizon Organic’s products in several parts of the country. Horizon Organic is a leading branded organic foods company in the United States. Because organic foods are gaining popularity with consumers and because Horizon Organic’s products offer consumers an alternative to our Dairy Group’s traditional dairy products, we believe Horizon Organic is an important addition to our portfolio of brands. The aggregate purchase price for the 87% of Horizon Organic that we did not already own was approximately $287 million, including approximately $217 million of cash paid to Horizon Organic’s stockholders, the repayment of approximately $40 million of borrowings under Horizon Organic’s former credit facilities, and transaction expenses of approximately $9 million, all of which was funded using borrowings under our senior credit facility and our receivables-backed facility. In addition, each of the options to purchase Horizon Organic’s common stock outstanding on January 2, 2004 was converted into an option to purchase .7301 shares of our stock, with an aggregate fair value of approximately $21 million. Beginning with the first quarter of 2004, Horizon Organic’s financial results are reported in our WhiteWave Foods Company segment.

      Other — During 2004, our Dairy Group and Specialty Foods Group completed several smaller acquisitions for an aggregate purchase price of $23.3 million and $1.1 million, respectively.

2003 Acquisitions

      Cremora — On December 24, 2003, our Specialty Foods Group acquired the Cremora® branded non-dairy powdered creamer business from Eagle Family Foods. Prior to the acquisition, we had been producing Cremora creamers for Eagle Family Foods pursuant to a co-packing arrangement, which generated

F-14

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

approximately $8.9 million of net sales for us in 2003. Cremora is the first branded powdered coffee creamer offering for Specialty Foods. The Cremora brand had sales of approximately $15.8 million in the twelve months ended June 30, 2003. We purchased the Cremora business for a purchase price of approximately $12.6 million, all of which was funded using borrowings under our senior credit facility.

      Kohler Mix — On October 15, 2003, we acquired Kohler Mix Specialties, Inc., the dairy products division of Michael Foods, Inc. Kohler’s product line consists primarily of private label ultra-pasteurized ice cream mixes, creamers and creams, sold primarily in the foodservice channel. Kohler is included in the Morningstar division of our Dairy Group segment. The acquisition of Kohler increased the Dairy Group’s ultra-high temperature processing capacity, which we needed to meet the expanding needs of our WhiteWave Foods Company segment. Kohler had net sales of approximately $187.5 million for the 12 months ended August 31, 2003 and has three facilities located in White Bear Lake, Minnesota, Sulphur Springs, Texas and Newington, Connecticut. We paid approximately $158.6 million for the purchase of Kohler, all of which was funded using borrowings under our receivables-backed facility.

      Melody Farms — On June 9, 2003, our Dairy Group acquired Melody Farms, LLC. Melody Farms, which is now a part of the Midwest region of our Dairy Group, is a regional dairy processor based in Livonia, Michigan, that produces fluid dairy and ice cream products from two facilities in Michigan. Our acquisition of Melody Farms expanded our distribution reach and allows us to better serve our customers in the Michigan area. Melody Farms had net sales of approximately $116 million during the 12 months ended March 31, 2003. We paid approximately $52.7 million for Melody Farms, all of which was funded using borrowings under our receivables-backed facility.

      Other — During 2003, our Dairy Group completed several small acquisitions for an aggregate purchase price of $22.6 million.

2002 Acquisitions

      Marie’s — On May 17, 2002, we bought the assets of Marie’s Quality Foods, Marie’s Dressings, Inc. and Marie’s Associates, makers of Marie’s® brand dips and dressings in the western United States, for an aggregate purchase price of approximately $23.5 million. Prior to the acquisition, we licensed the Marie’s brand to Marie’s Quality Foods and Marie’s Dressings, Inc. for use in connection with the manufacture and sale of dips and dressings in the western United States. As a result of this acquisition, our WhiteWave Foods Company segment is now the sole owner, manufacturer and marketer of Marie’s brand products nationwide.

      White Wave, Inc. (White Wave) — On May 9, 2002, we acquired the 64% equity interest in White Wave that we did not already own. White Wave, based in Boulder, Colorado, is the maker of Silk soymilk and other soy-based products, and had sales of approximately $125 million during the 12 months ended March 31, 2002. Prior to May 9, 2002, we owned approximately 36% of White Wave, as a result of certain investments made by Legacy Dean beginning in 1999. We decided to purchase the remaining 64% equity interest, for a total price of approximately $192.8 million because of the success that Silk had experienced in the refrigerated soymilk category and we believed it was important that we have a successful branded soymilk offering in order to better serve our customers and consumers.

      Other — In 2002 our Dairy Group made two smaller acquisitions for an aggregate purchase price of $8 million.

Divestitures

      In order to more closely align both our assets and our management resources with our strategic direction, part of our strategy is to divest certain non-core assets. On July 31, 2003, we completed the sale of our frozen pre-whipped topping and frozen coffee creamer operations. We recorded a pre-tax gain on the sale of approximately $66.2 million. Also in July 2003, we sold certain Dairy Group delivery trucks and customer

F-15

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

relationships in New York. The proceeds from the sale of businesses during 2003 were approximately $90 million. During 2002, we completed the sale of the following non-core businesses acquired as part of Legacy Dean’s Specialty Foods division: on January 4, 2002, we completed the sale of the stock of DFC Transportation Company, a contract hauler; on February 7, 2002, we completed the sale of the assets related to a boiled peanut business; and on October 11, 2002, we completed the sale of EBI Foods Limited, a U.K.-based manufacturer of powdered food coatings. Net proceeds from the sale of these three businesses totaled approximately $28.9 million. No gain or loss was recorded on the divestiture of Legacy Dean’s businesses during 2002 because the sales prices equaled the carrying values.

Discontinued Operations

      On December 30, 2002, we sold our operations in Puerto Rico for a net price of approximately $119.4 million. Our financial statements were restated in 2002 to reflect our former Puerto Rico business as a discontinued operation.

      Net sales and income before taxes generated by our Puerto Rico operations were as follows:

	Year Ended
	December 31
	2002(1)
	(In thousands)
Net sales	$	221,908
Income before tax(2)		1,762

(1)	All intercompany sales and expenses have been appropriately eliminated in the table.
(2)	Corporate interest expense of $5.5 million in 2002 was allocated to our Puerto Rico operations based on the ratio of our investment in Puerto Rico to total debt and equity.

      In the first quarter of 2002, we recognized an impairment charge of $37.7 million related to the goodwill of our Puerto Rico operations in accordance with our implementation of SFAS No. 142 “Goodwill and Other Intangible Assets.” This loss is reflected as a cumulative change in accounting principle in our Consolidated Financial Statements.

3. INVESTMENTS IN UNCONSOLIDATED AFFILIATES

      Investment in Consolidated Container Company — We own an approximately 27% minority interest, on a fully diluted basis, in Consolidated Container Company (“CCC”), one of the nation’s largest manufacturers of rigid plastic containers and our largest supplier of plastic bottles and bottle components. We have owned our minority interest since July 2, 1999 when we sold our U.S. plastic packaging operations to CCC.

      Since July 2, 1999, our investment in CCC has been accounted for under the equity method of accounting. During 2001, due to a variety of operational difficulties, CCC consistently reported operating results that were significantly weaker than expected, which resulted in significant losses in the third and fourth quarters of 2001. As a result, by late 2001 CCC had become unable to comply with the financial covenants contained in its credit facility. We concluded that our investment was impaired and that the impairment was not temporary so we wrote off our remaining investment during the fourth quarter of 2001.

      In February 2002, CCC’s lenders agreed to restructure CCC’s credit agreement to modify the financial covenants, subject to the agreement of CCC’s primary shareholders to guarantee certain of CCC’s indebtedness. Because CCC is an important and valued supplier of ours, and in order to protect our interest in CCC, we agreed to provide a limited guarantee of up to $10 million of CCC’s revolving credit indebtedness. By late 2002, CCC was again unable to comply with the terms of its credit agreement. CCC’s lenders agreed to again restructure CCC’s credit agreement, subject to the agreement of CCC’s primary shareholders to

F-16

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

provide a total of $35 million of additional debt financing to CCC. In the fourth quarter of 2002, we agreed to loan CCC $10 million of the $35 million in additional financing, in exchange for cancellation of our pre-existing $10 million guaranty and the receipt of additional equity. Vestar Capital Partners, majority owner of CCC, loaned CCC the remaining $25 million. Our loan to CCC is due on December 31, 2007 (or upon the earlier payment in full of CCC’s senior debt) and is secured by a subordinate lien on certain of CCC’s assets. The loan is not scheduled to be repaid until after CCC’s senior debt has been paid. Therefore, our right to enforce payment of the loan is limited prior to payment in full of CCC’s senior debt. The loan bears interest at the prime rate plus 2.25%, or the eurodollar rate plus 3.25%, at CCC’s option. Upon maturity of the loan, we will be entitled to receive a $400,000 fee, plus an additional fee in respect of the unpaid principal amount of the loan from January 10, 2003 to the maturity date of the loan, computed at an annual rate of 11.3%. Under GAAP, we were required to recognize a portion of CCC’s 2002 losses, up to the amount of the loan. The loan was written off in its entirety in the fourth quarter of 2002. Our investment in CCC was recorded at $0 at December 31, 2004 and 2003.

      Less than 1% of CCC is owned indirectly by Alan Bernon, a member of our Board of Directors, and his brother Peter Bernon. Pursuant to our agreements with Vestar, we control two of the seven seats on CCC’s Management Committee. We have long-term supply agreements with CCC to purchase certain of our requirements for plastic bottles and bottle components from CCC. We spent approximately $235.5 million, $167.9 million and $128.7 million on products purchased from CCC for the years ended December 31, 2004, 2003 and 2002, respectively. In the fourth quarter of 2004, we purchased equipment previously owned and operated by CCC totaling $3.2 million.

      Investment in Horizon Organic — At December 31, 2003, we had an approximately 13% interest in Horizon Organic. We accounted for this investment under the equity method of accounting. On January 2, 2004, we acquired the 87% of Horizon Organic that we did not already own and began consolidating Horizon Organic’s results with our financial results. Our investment in Horizon Organic at December 31, 2003 was recorded at $16.6 million, and our equity in earnings included in our consolidated statement of income for 2003 and 2002 was income of $244,000 and a loss of $69,000, respectively.

      Investment in Momentx — As of December 31, 2004 and 2003, we had an approximately 16% interest in Momentx, Inc. Our investment in Momentx at both December 31, 2004 and 2003 was $1.2 million. Momentx is the owner and operator of dairy.com, an online vertical exchange dedicated to the dairy industry. We account for this investment under the cost method of accounting. We spent approximately $664,000, $636,000 and $147,000 on products purchased from dairy.com for the years ended December 31, 2004, 2003 and 2002, respectively.

4. INVENTORIES

		December 31
		2004		2003
		(In thousands)
Raw materials and supplies		$	192,796	$	165,206
Finished goods			287,185		261,272
	Total	$	479,981	$	426,478

      Approximately $88.2 million and $97.6 million of our inventory was accounted for under the LIFO method of accounting at December 31, 2004 and 2003, respectively. Our LIFO reserve was $4 million and $1.4 million at December 31, 2004 and 2003, respectively.

F-17

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

5. PROPERTY, PLANT AND EQUIPMENT

		December 31
		2004			2003
		(In thousands)
Land		$	165,531		$	153,257
Buildings and improvements			728,278			642,468
Machinery and equipment			1,858,879			1,616,100
			2,752,688			2,411,825
Less accumulated depreciation			(805,696	)		(638,270	)
	Total	$	1,946,992		$	1,773,555

      For both 2004 and 2003, we capitalized $3.4 million in interest related to borrowings during the actual construction period of major capital projects, which is included as part of the cost of the related asset.

6. INTANGIBLE ASSETS

      The changes in the carrying amount of goodwill for the years ended December 31, 2004 and 2003 are as follows:

				WhiteWave
				Foods			Specialty
	Dairy Group			Company			Foods Group			Other		Total
	(In thousands)
Balance at December 31, 2002	$	2,264,093		$	395,948		$	304,290		$	71,086	$	3,035,417
Purchase accounting adjustments		(19,035	)		(5,679	)		—			—		(24,714	)
Acquisitions		165,306			—			7,500			—		172,806
Currency changes and other		—			—			—			14,039		14,039
Balance at December 31, 2003		2,410,364			390,269			311,790			85,125		3,197,548
Purchase accounting adjustments		(16,788	)		(23	)		(5,317	)		—		(22,128	)
Acquisitions		49,392			244,436			—			12,406		306,234
Currency changes and other		—			—			—			8,475		8,475
Balance at December 31, 2004	$	2,442,968		$	634,682		$	306,473		$	106,006	$	3,490,129

F-18

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The gross carrying amount and accumulated amortization of our intangible assets other than goodwill as of December 31, 2004 and 2003 are as follows:

		December 31
		2004							2003
		Gross					Net		Gross					Net
		Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
		Amount		Amortization			Amount		Amount		Amortization			Amount
		(In thousands)
Intangible assets with indefinite lives:
	Trademarks	$	583,402	$	(14,274	)	$	569,128	$	485,358	$	(14,274	)	$	471,084
Intangible assets with finite lives:
	Customer-related		98,842		(18,886	)		79,956		50,850		(12,187	)		38,663
Total other intangibles		$	682,244	$	(33,160	)	$	649,084	$	536,208	$	(26,461	)	$	509,747

      In the fourth quarter of 2004, we substantially completed the purchase price allocation related to our acquisition of Horizon Organic, and the preliminary amounts initially allocated to trademarks and customer related intangible assets were adjusted accordingly. In addition, goodwill was adjusted for changes in estimated exit costs under contractual obligations entered into by Horizon Organic prior to our acquisition of them in January 2004.

      Amortization expense on intangible assets for the years ended December 31, 2004, 2003 and 2002 was $6.9 million, $5.5 million and $7.8 million, respectively. Estimated aggregate intangible asset amortization expense for the next five years is as follows:

2005	$8.3 million
2006	8.1 million
2007	7.9 million
2008	7.8 million
2009	7.6 million

      Our goodwill and intangible assets have resulted primarily from acquisitions. Upon acquisition, the purchase price is first allocated to identifiable assets and liabilities, including trademarks and customer-related intangible assets, with any remaining purchase price recorded as goodwill. Goodwill and trademarks with indefinite lives are not amortized.

      A trademark is recorded with an indefinite life if it has sufficient market share and a history of strong sales and cash flow performance that we expect to continue for the foreseeable future. If these perpetual trademark criteria are not met, the trademarks are amortized over their expected useful lives, which range from five to 40 years. Determining the expected life of a trademark is based on a number of factors including the competitive environment, market share, trademark history and anticipated future trademark support.

      In accordance with SFAS No. 142, we conduct impairment tests of goodwill and intangible assets with indefinite lives annually in the fourth quarter or when circumstances arise that indicate a possible impairment might exist. If the fair value of an evaluated asset is less than its book value, the asset is written down to fair value based on its discounted future cash flows. Our 2004 annual impairment tests of both goodwill and intangibles with indefinite lives indicated no impairments. Our annual impairment test of goodwill conducted

F-19

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

in the fourth quarter of 2003 indicated no impairment of goodwill; as a result of the tests on intangibles with indefinite lives an impairment of $2.3 million was recorded for a trademark that we were no longer using.

      Amortizable intangible assets are only evaluated for impairment upon a significant change in the operating environment. If an evaluation of the undiscounted cash flows indicates impairment, the asset is written down to its estimated fair value, which is based on discounted future cash flows.

7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

		December 31
		2004		2003
		(In thousands)
Accounts payable		$	577,629	$	517,852
Payroll and benefits			120,485		161,700
Health insurance, workers’ compensation and other insurance costs			62,705		51,720
Other accrued liabilities			164,380		193,435
	Total	$	925,199	$	924,707

8. INCOME TAXES

      The following table presents the 2004, 2003 and 2002 provisions for income taxes.

			Year Ended December 31
			2004		2003		2002(1)
			(In thousands)
Current taxes payable:
	Federal		$	23,590	$	55,652	$	47,618
	State			5,066		14,533		7,829
	Foreign and other			2,925		4,401		3,238
	Deferred income taxes			145,421		143,267		94,303
		Total	$	177,002	$	217,853	$	152,988

(1)  Excludes an $883,000 income tax expense related to discontinued operations and a $29 million income benefit related to a cumulative effect of accounting change.

      The following is a reconciliation of income taxes computed at the U.S. federal statutory tax rate to the income taxes reported in the consolidated statements of income:

		Year Ended December 31
		2004		2003			2002
		(In thousands)
Tax expense at statutory rates		$	161,832	$	200,746		$	147,274
State income taxes			11,383		11,732			16,320
Change in valuation allowance			1,208		7,493			4,527
Favorable tax settlement			—		—			(10,076	)
Other			2,579		(2,118	)		(5,057	)
	Total	$	177,002	$	217,853		$	152,988

F-20

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The tax effects of temporary differences giving rise to deferred income tax assets and liabilities were:

			December 31
			2004			2003
			(In thousands)
Deferred income tax assets:
	Net operating loss carry-forwards		$	14,430		$	11,402
	Asset valuation reserves			13,568			17,096
	Accrued liabilities			189,971			157,268
	State and foreign tax credits			9,670			8,389
	Derivative instruments			2,498			13,593
	Other			(8,034	)		1,404
	Valuation allowances			(14,765	)		(13,557	)
				207,338			195,595
Deferred income tax liabilities:
	Depreciation and amortization			(564,615	)		(428,624	)
	Basis differences in unconsolidated affiliates			(23,814	)		(18,067	)
				(588,429	)		(446,691	)
		Net deferred income tax liability	$	(381,091	)	$	(251,096	)

      These net deferred income tax assets (liabilities) are classified in our consolidated balance sheets as follows:

		December 31
		2004			2003
		(In thousands)
Current assets		$	150,151		$	137,055
Noncurrent liabilities			(531,242	)		(388,151	)
	Total	$	(381,091	)	$	(251,096	)

      At December 31, 2004, we had approximately $4.4 million of federal tax credits available for carryover to future years. The losses are subject to certain limitations and will expire beginning in 2010.

      A valuation allowance of $14.8 million has been established because we believe it is more likely than not that all of the deferred tax assets relating to state net operating loss and credit carryovers, foreign tax credit carryovers and capital loss carryovers will not be realized prior to the date they are scheduled to expire.

F-21

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

9. LONG-TERM DEBT

			December 31
			2004						2003
			Amount			Interest			Amount			Interest
			Outstanding			Rate			Outstanding			Rate
			(Dollars in thousands)
Senior credit facility			$	2,031,100			3.72	%	$	1,784,053			3.05	%
Subsidiary debt obligations:
	Senior notes			664,696			6.625-8.15			660,663			6.625-8.15
	Receivables-backed facility			500,000			2.83			302,500			1.84
	Other lines of credit			30,750			2.64			6,401			2.76
	Industrial development revenue bonds			—						11,700			1.35-1.40
	Capital lease obligations and other			30,713						26,197
				3,257,259						2,791,514
Less current portion				(141,227	)					(180,158	)
		Total	$	3,116,032					$	2,611,356

      The scheduled maturities of long-term debt, at December 31, 2004, were as follows (in thousands):

2005		$	141,918
2006			65,786
2007			978,707
2008			432,710
2009			1,519,031
Thereafter			154,581
	Subtotal		3,292,733
	Less discounts		(35,474	)
	Total outstanding debt	$	3,257,259

      Senior Credit Facility — Our senior credit facility provides for a $1.5 billion revolving credit facility and a $1.5 billion term loan. At December 31, 2004 there were outstanding term loan borrowings of $1.5 billion under the senior credit facility, and $531.1 million outstanding under the revolving line of credit. Letters of credit in the aggregate amount of $129.3 million were issued but undrawn. At December 31, 2004, approximately $839.6 million was available for future borrowings under the revolving credit facility, subject to satisfaction of certain ordinary course conditions contained in the credit agreement.

      Both the revolving credit facility and term loan bear interest, at our election, at the base rate plus a margin that varies from 0 to 62.5 basis points depending on our credit ratings (as issued by Standard & Poor’s and Moody’s), or LIBOR plus a margin that varies from 75 to 187.5 basis points, depending on our credit ratings (as issued by Standard & Poor’s and Moody’s). The blended interest rate in effect on borrowings under the senior credit facility, including the applicable interest rate margin, was 3.72% at December 31, 2004. However, we had interest rate swap agreements in place that hedged $775 million of our borrowings under the senior credit facility at an average rate of 4.96%, plus the applicable interest rate margin. Interest is payable quarterly or at the end of the applicable interest period.

      Principal payments are required on the term loan as follows:

•  $56.25 million quarterly beginning on December 31, 2006 through September 30, 2008;

F-22

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

•  $262.5 million quarterly beginning on December 31, 2008 through June 30, 2009; and

•  A final payment of $262.5 million on the maturity date of August 13, 2009.

      No principal payments are due on the $1.5 billion revolving credit facility until maturity on August 13, 2009.

      The credit agreement also requires mandatory principal prepayments upon the occurrence of certain asset dispositions or recovery events.

      In consideration for the revolving commitment, we pay a quarterly commitment fee on unused amounts of the revolving credit facility that ranges from 25 to 37.5 basis points, depending on our credit ratings (as issued by Standard & Poor’s and Moody’s).

      The senior credit facility contains various financial and other restrictive covenants and requires that we maintain certain financial ratios, including a leverage and interest coverage ratio. We are currently in compliance with all covenants contained in our credit agreement.

      Our credit agreement permits us to complete acquisitions that meet the following conditions without obtaining prior approval: (1) the acquired company is involved in the manufacture, processing and distribution of food or packaging products or any other line of business in which we are currently engaged, (2) the net cash purchase price is not greater than $500 million, (3) we acquire at least 51% of the acquired entity, (4) the transaction is approved by the Board of Directors or shareholders, as appropriate, of the target and (5) after giving effect to such acquisition on a pro-forma basis, we are in compliance with all financial covenants. All other acquisitions must be approved in advance by the required lenders.

      The senior credit facility also contains limitations on liens, investments and the incurrence of additional indebtedness, and prohibits certain dispositions of property and restricts certain payments, including dividends. The senior credit facility is secured by liens on substantially all of our domestic assets (including the assets of our subsidiaries, but excluding the capital stock of Legacy Dean’s subsidiaries, and the real property owned by Legacy Dean and its subsidiaries).

      The credit agreement contains standard default triggers, including without limitation: failure to maintain compliance with the financial and other covenants contained in the credit agreement, default on certain of our other debt, a change in control and certain other material adverse changes in our business. The credit agreement does not contain any default triggers based on our credit rating.

      In August 2004, we amended our senior credit facility to (1) increase the size of our revolving credit facility from $1 billion to $1.5 billion, (2) increase the size of our term loan A from $850 million to $1.5 billion, (3) eliminate term loans B and C and (4) modify the interest rate and payment terms. When we amended our credit facility, we were required to write-off approximately $32.6 million of deferred financing costs that were incurred in connection with our credit facility prior to the amendment. These costs were being amortized over the previous terms of the revolving credit facility and term loans.

      Senior Notes — Legacy Dean had certain senior notes outstanding at the time of the acquisition which remain outstanding. The notes carry the following interest rates and maturities:

•  $99.3 million ($100 million face value), at 6.75% interest, maturing in June 2005;

•  $250.3 million ($250 million face value), at 8.15% interest, maturing in 2007;

•  $188 million ($200 million face value), at 6.625% interest, maturing in 2009; and

•  $127.1 million ($150 million face value), at 6.9% interest, maturing in 2017.

F-23

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The related indentures do not contain financial covenants but they do contain certain restrictions including a prohibition against Legacy Dean and its subsidiaries granting liens on certain of their real property interests and a prohibition against Legacy Dean granting liens on the stock of its subsidiaries.

      Receivables-Backed Facility — We have entered into a $500 million receivables securitization facility pursuant to which certain of our subsidiaries sell their accounts receivable to four wholly-owned special purpose entities intended to be bankruptcy-remote. The special purpose entities then transfer the receivables to third party asset-backed commercial paper conduits sponsored by major financial institutions. The assets and liabilities of these four special purpose entities are fully reflected on our balance sheet, and the securitization is treated as a borrowing for accounting purposes. During 2004, we made net borrowings of $197.5 million on this facility leaving an outstanding balance of $500 million at December 31, 2004. The receivables-backed facility bears interest at a variable rate based on the commercial paper yield as defined in the agreement. The average interest rate on this facility was 2.83% at December 31, 2004. Our ability to re-borrow under this facility is subject to a standard “borrowing base” formula. At December 31, 2004 there was no remaining availability under this facility. In January 2005, we amended our receivables-backed loan to increase the facility to $600 million. See Note 23.

      Other Lines of Credit — Leche Celta, our Spanish subsidiary, is our only subsidiary with its own lines of credit separate from the credit facility described above. Leche Celta utilizes local commercial lines of credit and receivables factoring facility. At December 31, 2004, a total of $30.75 million was outstanding on these facilities at an average interest rate of 2.64%.

      Industrial Development Revenue Bonds — Certain of our subsidiaries had revenue bonds outstanding in 2003 and 2004. These bonds were secured by irrevocable letters of credit issued by financial institutions, along with first mortgages on the related real property and equipment. In December 2003, we made payments of $9 million, leaving an outstanding balance of $11.7 million at December 31, 2003. During 2004, we repaid the remaining principal balance on these bonds.

      Capital Lease Obligations and Other — Capital lease obligations and other subsidiary debt includes various promissory notes for the purchase of property, plant and equipment and capital lease obligations. The various promissory notes payable provide for interest at varying rates and are payable in monthly installments of principal and interest until maturity, when the remaining principal balances are due. Capital lease obligations represent machinery and equipment financing obligations, which are payable in monthly installments of principal and interest and are collateralized by the related assets financed.

      Letters of Credit — At December 31, 2004, there were $129.3 million of issued but undrawn letters of credit secured by our senior credit facility. The majority of these letters of credit were required by various utilities and government entities for performance and insurance guarantees.

      Interest Rate Agreements — We have interest rate swap agreements in place that have been designated as cash flow hedges against variable interest rate exposure on a portion of our debt, with the objective of minimizing our interest rate risk and stabilizing cash flows. These swap agreements provide hedges for loans under our senior credit facility by limiting or fixing the LIBOR interest rates specified in the senior credit facility at the interest rates noted below until the indicated expiration dates of these interest rate swap agreements.

      The following table summarizes our various interest rate agreements in effect as of December 31, 2004:

Fixed Interest Rates	Expiration Date		Notional Amounts
			(In millions)
5.20% to 6.74%		December 2005	$	400
3.65% to 6.78%		December 2006		375

F-24

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following table summarizes our various interest rate agreements in effect as of December 31, 2003:

Fixed Interest Rates	Expiration Date		Notional Amounts
			(In millions)
1.48% to 6.69%		December 2004	$	650
5.20% to 6.74%		December 2005		400
6.78%		December 2006		75

      These swaps are required to be recorded as an asset or liability on our consolidated balance sheet at fair value, with an offset to other comprehensive income to the extent the hedge is effective. Derivative gains and losses included in other comprehensive income are reclassified into earnings as the underlying transaction occurs. Any ineffectiveness in our hedges is recorded as an adjustment to interest expense.

      As of December 31, 2004 and 2003, our derivative liability totaled $17.1 million and $48.4 million on our consolidated balance sheet, respectively. This balance includes approximately $15 million and $33.6 million recorded as a component of accounts payable and accrued expenses at December 31, 2004 and 2003, respectively and $2.1 million and $14.8 million recorded as a component of other long-term liabilities at December 31, 2004 and 2003, respectively. There was no hedge ineffectiveness, as determined in accordance with SFAS No. 133, for the years ended December 31, 2004 and 2003, respectively. Approximately $20.7 million and $25.6 million of losses (net of taxes) were reclassified to interest expense from other comprehensive income during the years ended December 31, 2004 and 2003, respectively. We estimate that approximately $9.8 million of net derivative losses (net of taxes) included in other comprehensive income will be reclassified into earnings within the next 12 months. These losses will partially offset the lower interest payments recorded on our variable rate debt.

      We are exposed to market risk under these arrangements due to the possibility of interest rates on the credit facilities falling below the rates on our interest rate swap agreements. Credit risk under these arrangements is remote because the counterparties to our interest rate swap agreements are major financial institutions.

10. MANDATORILY REDEEMABLE TRUST ISSUED PREFERRED SECURITIES

      In three separate transactions during the second quarter of 2003, we called for redemption all of our trust-issued preferred securities (“TIPES”). We originally issued $600 million of TIPES in a private placement in 1998. The TIPES were convertible at the option of the holders, at any time, into shares of our common stock and were redeemable, at our option, at any time at specified premiums. In response to our three announced redemption transactions, holders of more than 99% of all outstanding TIPES elected to convert their TIPES into shares of our common stock rather than receive the cash redemption price. Accordingly, during the second quarter of 2003, we issued an aggregate total of approximately 23 million shares of common stock to holders of TIPES in lieu of cash redemption payments, and we paid approximately $2.4 million in cash to holders who did not elect to convert. There are no remaining TIPES outstanding.

11. STOCKHOLDERS’ EQUITY

      Our authorized shares of capital stock include 1 million shares of preferred stock and 500 million shares of common stock with a par value of $.01 per share.

      Stock Award Plans — We currently have two stock award plans with shares remaining available for issuance. These plans, which are our 1997 Stock Option and Restricted Stock Plan and the 1989 Legacy Dean Stock Awards Plan (which we adopted upon completion of our acquisition of Legacy Dean), provide for grants of stock options, restricted stock and other stock-based awards to employees, officers, directors and, in some cases, consultants, up to a maximum of 37.5 million and approximately 5.7 million shares, respectively.

F-25

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Options and other stock-based awards vest in accordance with provisions set forth in the applicable award agreements.

      The following table summarizes the status of our stock option compensation programs:

					Weighted Average
		Options			Exercise Price
Outstanding at January 1, 2002			21,095,790		$	14.11
	Granted(1)		7,711,394			20.61
	Cancelled(2),(3)		(4,297,922	)		14.94
	Exercised		(4,950,732	)		13.79
Outstanding at December 31, 2002			19,558,530			16.55
	Granted(1)		3,508,667			25.08
	Cancelled(3)		(1,094,262	)		20.38
	Exercised		(5,373,809	)		15.17
Outstanding at December 31, 2003			16,599,126			18.50
	Granted(1)		2,392,658			31.37
	Options issued to Horizon Organic Option Holders(4)		1,137,308			16.37
	Cancelled(3)		(208,152	)		22.56
	Exercised		(3,073,219	)		17.12
Outstanding at December 31, 2004			16,847,721		$	20.32
Exercisable at December 31, 2002			8,997,098		$	14.42
Exercisable at December 31, 2003			8,333,658			15.62
Exercisable at December 31, 2004			10,642,287			17.16

(1)	Employee options vest as follows: one-third on the first anniversary of the grant date, one-third on the second anniversary of the grant date, and one-third on the third anniversary of the grant date. Options granted to non-employee directors vest upon grant. On June 30 of each year, each non-employee director receives an immediately vested option to purchase 7,500 shares of common stock.
(2)	The acquisition of Legacy Dean triggered certain “change in control” rights contained in the Legacy Dean option agreements, which consisted of the right to surrender the options to us, in lieu of exercise, in exchange for cash, provided the options were surrendered prior to March 21, 2002. Options to purchase approximately 2.4 million shares were surrendered.
(3)	Pursuant to the terms of our stock award plans, options that are cancelled or forfeited become available for future grants.
(4)	In connection with our acquisition of Horizon Organic in January 2004, all options to purchase Horizon Organic stock outstanding at the time of the acquisition were converted into options to purchase our stock, most of which were automatically vested when we completed the acquisition.

F-26

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following table summarizes information about options outstanding and exercisable at December 31, 2004:

	Options Outstanding						Options Exercisable
			Weighted-Average
Range of	Number		Remaining		Weighted-Average		Number		Weighted-Average
Exercise Prices	Outstanding		Contractual Life		Exercise Price		Exercisable		Exercise Price
$ 0.53 to $12.48		2,572,671		3.71	$	10.82		2,572,671	$	10.83
$12.85 to $14.38		2,174,323		5.64		14.25		2,174,323		14.25
$14.53 to $19.98		1,703,941		4.56		18.14		1,703,941		18.14
$20.35 to $20.35		4,654,281		7.04		20.35		2,743,773		20.35
$20.39 to $24.77		601,103		6.34		23.48		522,111		23.39
$24.79 to $24.79		2,644,824		8.02		24.79		705,750		24.79
$24.89 to $31.17		2,234,571		9.05		31.00		34,839		28.63
$31.50 to $37.31		262,007		9.16		33.83		184,879		34.21

      During 2004, we issued the following shares of restricted stock, all of which were granted to independent members of our Board of Directors as compensation for services rendered as directors during the immediately preceding quarter. Directors’ shares of restricted stock vest one-third on grant, one-third on the first anniversary of grant and one-third on the second anniversary of grant.

			Grant Date
			Fair Value
Period	Number of Shares		Per Share
First quarter		8,508	$	33.40
Second quarter		7,344		37.31
Third quarter		7,634		30.20
Fourth quarter		7,888		33.00

      We also issued SUs to certain key employees and directors during 2004 and 2003. Each SU represents the right to receive one share of common stock in the future. SUs have no exercise price. Each employee’s SU grant vests ratably over five years, subject to certain accelerated vesting provisions based primarily on our stock price. SUs granted to non-employee directors vest ratably over three years. The following table summarized the status of our SU compensation program:

		Employees			Directors			Total
Outstanding at December 31, 2002			—			—			—
SUs issued			778,750			28,050			806,800
SUs cancelled			(125,250	)		—			(125,250	)
Outstanding at December 31, 2003			653,500			28,050			681,550
	SUs issued		447,700			28,050			475,750
	Shares issued		(101,402	)		(5,950	)		(107,352	)
	SUs cancelled		(49,298	)		—			(49,298	)
SUs outstanding at December 31, 2004			950,500			50,150			1,000,650
Weighted average fair value		$	27.73		$	34.99		$	28.07
Compensation expense recognized in 2004 (in thousands)		$	5,636		$	321		$	5,957

      Rights Plan — On February 27, 1998, our Board of Directors declared a dividend of the right to purchase one half of one common share for each outstanding share of common stock to the stockholders of record on

F-27

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

March 18, 1998. The rights are not exercisable until ten days subsequent to the announcement of the acquisition of or intent to acquire a beneficial ownership of 15% or more in Dean Foods Company. At such time, each right entitles the registered holder to purchase from us that number of shares of common stock at an exercise price of $70.00, with a market value of up to two times the exercise price. At any time prior to such date, a required majority may redeem the rights in whole, but not in part, at a price of $0.01 per right. The rights will expire on March 18, 2008, unless our Board of Directors extends the term of, or redeems, the rights.

      Earnings Per Share — Basic earnings per share is based on the weighted average number of common shares outstanding during each period. Diluted earnings per share is based on the weighted average number of common shares outstanding and the effect of all dilutive common stock equivalents during each period. The following table reconciles the numerators and denominators used in the computations of both basic and diluted EPS:

				Year Ended December 31
				2004		2003		2002
				(In thousands, except share data)
Basic EPS computation:
	Numerator:
			Income from continuing operations	$	285,374	$	355,703	$	267,751
	Denominator:
			Average common shares		154,635,979		145,201,412		135,031,274
		Basic EPS from continuing operations		$	1.85	$	2.45	$	1.98
Diluted EPS computation:
	Numerator:
			Income from continuing operations	$	285,374	$	355,703	$	267,751
			Net effect on earnings from conversion of mandatorily redeemable convertible preferred securities		—		8,994		21,324
			Income applicable to common stock	$	285,374	$	364,697	$	289,075
	Denominator:
			Average common shares — basic		154,635,979		145,201,412		135,031,274
			Stock option conversion(1)		5,125,070		5,346,882		5,132,746
			SUs		943,527		729,655		—
			Dilutive effect of conversion of mandatorily redeemable convertible preferred securities		—		9,417,721		22,999,884
Average common shares — diluted					160,704,576		160,695,670		163,163,904
Diluted EPS from continuing operations				$	1.78	$	2.27	$	1.77

(1)  Stock option conversion excludes anti-dilutive shares of 49,742, 58,344 and 263,655 at December 31, 2004, 2003 and 2002, respectively.

      Stock Repurchases — On September 15, 1998, our Board of Directors authorized a stock repurchase program of up to $100 million. On September 28, 1999, the Board increased the program by $100 million to $200 million and on November 17, 1999 authorized a further increase to $300 million. We depleted the $300 million authorization during the second quarter of 2000, and on May  19, 2000, the Board increased the program by $100 million to $400 million. On November 2, 2000, the Board authorized a further increase to

F-28

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

$500 million. On each of January 8, 2003 and February 12, 2003, the Board authorized additional increases of $150 million each. On September 7, 2004 the Board authorized an additional increase of $200 million and on November 2, 2004 the Board authorized an additional increase of $100 million. Set forth in the chart below is a summary of the stock we repurchased pursuant to this program through December 31, 2004.

		No. of Shares of
		Common Stock
Year	Quarter	Repurchased		Purchase Price
				(In millions)
1998	Third		3,000,000	$	30.4
	Fourth		1,531,200		15.6
1999	Second		239,100		3.0
	Third		5,551,545		66.7
	Fourth		10,459,524		128.4
2000	First		2,066,400		27.2
	Second		2,898,195		42.2
	Third		4,761,000		77.0
	Fourth		120,000		2.1
2001	First		370,002		6.1
2002	Fourth		4,126,200		101.2
2003	First		4,854,900		128.5
	Third		360,000		9.9
	Fourth		1,453,400		47.1
2004	First		150,000		5.1
	Third		7,825,000		251.9
	Fourth		1,335,000		39.6
	Total		51,101,466	$	982.0

      As of December 31, 2004, $118 million was available for spending under this program (not including fees and commissions).

      Repurchased shares are treated as effectively retired in the Consolidated Financial Statements.

F-29

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

12. OTHER COMPREHENSIVE INCOME

      Comprehensive income comprises net income plus all other changes in equity from non-owner sources. The amount of income tax (expense) benefit allocated to each component of other comprehensive income for December 31, 2004 and 2003 are included below.

	Pre-Tax
	Income			Tax Benefit			Net
	(Loss)			(Expense)			Amount
	(In thousands)
Accumulated other comprehensive income, January 1, 2003	$	(91,684	)	$	35,979		$	(55,705	)
Cumulative translation adjustment		16,210			2,037			18,247
Net change in fair value of derivative instruments		(12,338	)		4,688			(7,650	)
Amounts reclassified to income statement related to derivatives		43,733			(18,123	)		25,610
Minimum pension liability adjustment		(18,652	)		7,130			(11,522	)
Accumulated other comprehensive income, December 31, 2003		(62,731	)		31,711			(31,020	)
Cumulative translation adjustment		17,313			—			17,313
Net change in fair value of derivative instruments		(1,443	)		726			(717	)
Amounts reclassified to income statement related to derivatives		32,754			(12,031	)		20,723
Minimum pension liability adjustment		(23,316	)		8,858			(14,458	)
Accumulated other comprehensive income, December 31, 2004	$	(37,423	)	$	29,264		$	(8,159	)

13. EMPLOYEE RETIREMENT AND PROFIT SHARING PLANS

      We sponsor various defined benefit and defined contribution retirement plans, including various employee savings and profit sharing plans, and contribute to various multi-employer pension plans on behalf of our employees. Substantially all full-time union and non-union employees who have completed one or more years of service and have met other requirements pursuant to the plans are eligible to participate in these plans. During 2004, 2003 and 2002, our retirement and profit sharing plan expenses were as follows:

	Year Ended December 31
	2004		2003		2002
	(In thousands)
Defined benefit plans	$	11,029	$	15,312	$	9,052
Defined contribution plans		19,497		16,873		13,731
Multi-employer pension and certain union plans		23,777		24,358		17,868
	$	54,303	$	56,543	$	40,651

      Defined Benefit Plans — The benefits under our defined benefit plans are based on years of service and employee compensation. Our funding policy is to contribute annually the minimum amount required under ERISA regulations.

      As of December 31, 2004, the latest measurement date, the accumulated benefit obligation of the pension plans exceeded the fair value of plan assets. In accordance with SFAS No. 87, “Employer’s Accounting for Pensions”, we recorded an additional minimum pension liability of $23.3 million ($14.5 million, net of tax). The adjustment to the additional minimum pension liability was included in other accumulated comprehen-

F-30

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

sive loss as a direct charge to stockholders’ equity. As of December 31, 2004, the cumulative additional minimum pension charge included in other accumulated comprehensive loss was $61.3 million ($38.1 million, net of tax).

      The following table sets forth the funded status of our defined benefit plans and the amounts recognized in our consolidated balance sheets.

		December 31
		2004			2003
		(In thousands)
Change in benefit obligation:
Benefit obligation at beginning of year		$	281,194		$	261,367
	Service cost		2,724			2,799
	Interest cost		17,942			17,752
	Plan participants’ contributions		133			73
	Plan amendments		—			9,510
	Actuarial loss		30,809			18,521
	Effect of settlement		—			(603	)
	Benefits paid		(29,370	)		(28,225	)
Benefit obligation at end of year			303,432			281,194
Change in plan assets:
Fair value of plan assets at beginning of year			151,598			124,759
	Actual return on plan assets		14,812			24,952
	Employer contribution		43,831			31,171
	Plan participants’ contributions		133			73
	Effect of settlement		—			(1,132	)
	Benefits paid		(29,370	)		(28,225	)
Fair value of plan assets at end of year			181,004			151,598
Funded status			(122,428	)		(129,596	)
	Unrecognized net transition obligation		892			999
	Unrecognized prior service cost		10,317			11,025
	Unrecognized net loss		69,733			43,741
Net amount recognized		$	(41,486	)	$	(73,831	)
Amounts recognized in the statement of financial position consist of:
	Accrued benefit liability	$	(114,386	)	$	(124,307	)
	Intangible asset		11,638			12,530
	Accumulated other comprehensive income		61,262			37,946
Net amount recognized		$	(41,486	)	$	(73,831	)

F-31

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      A summary of our key actuarial assumptions used to determine benefit obligations as of December 31, 2004 and 2003 follows:

	December 31
	2004			2003
Discount rate		5.75	%		6.00 to 6.50	%
Expected return on plan assets		8.50	%		8.50	%
Rate of compensation increase		4.00	%		4.00	%

      A summary of our key actuarial assumptions used to determine net periodic benefit cost for 2004, 2003 and 2002 follows:

	Year Ended December 31
	2004			2003			2002
Discount rate		6.00 to 6.50	%		6.50 to 6.75	%		7.25	%
Expected return on plan assets		8.50	%		6.75 to 8.50	%		6.75 to 9.00	%
Rate of compensation increase		4.00	%		4.00	%		0-5.00	%

		December 31
		2004			2003			2002
		(In thousands)
Components of net periodic pension cost:
	Service cost	$	2,724		$	2,799		$	1,581
	Interest cost		17,942			17,752			18,954
	Expected return on plan assets		(13,994	)		(10,430	)		(15,142	)
Amortizations:
	Unrecognized transition obligation		107			107			106
	Prior service cost		708			708			190
	Unrecognized net loss		1,665			1,833			332
	Effect of settlement		1,877			2,543			3,031
Net periodic benefit cost		$	11,029		$	15,312		$	9,052

      The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for the pension plans with accumulated benefit obligations in excess of plan assets were $303.4 million, $293.6 million and $181 million, respectively, as of December 31, 2004 and $281.2 million, $275.6 million and $151.6 million, respectively, as of December 31, 2003. Included in the above pension benefit tables is an unfunded supplemental retirement plan with a liability of $2.2 million and $5.8 million at December 31, 2004 and 2003, respectively.

      In 2004, we consolidated substantially all of our qualified pension plans into one master trust. We retained investment consultants to assist our Investment Committee with the transition of the plans’ assets to the master trust and to help our Investment Committee formulate a long-term investment policy for the newly established master trust. Our current asset mix guidelines under the investment policy target equities at 65% to 75% of the portfolio and fixed income at 25% to 35%.

      We determine our expected long-term rate of return based on our expectations of future returns for the pension plan’s investments based on target allocations of the pension plan’s investments. Additionally, we consider the weighted-average return of a capital markets model that was developed by the plans’ investment consultants and historical returns on comparable equity, debt and other investments. The resulting weighted average expected long-term rate of return on plan assets is 8.5%.

F-32

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Our pension plan weighted average asset allocations at December 31, 2004 and 2003 by asset category were as follows:

Asset Category		December 31, 2004			December 31, 2003
Equity securities and limited partnerships			74	%		65	%
Fixed income securities			25			18
Cash			1			14
Other			—			3
	Total		100	%		100	%

      Equity securities of the plan did not include any investment in our common stock at December 31, 2004 or 2003.

      We expect to contribute $33.7 million to the pension plans for 2005. Estimated pension plan benefit payments for the next ten years are as follows:

2005	$ 9.5 million
2006	9.4 million
2007	10.1 million
2008	9.9 million
2009	10.1 million
Next five years	52.6 million

      Defined Contribution Plans — Certain of our non-union personnel may elect to participate in savings and profit sharing plans sponsored by us. These plans generally provide for salary reduction contributions to the plans on behalf of the participants of between 1% and 20% of a participant’s annual compensation and provide for employer matching and profit sharing contributions as determined by our Board of Directors. In addition, certain union hourly employees are participants in company-sponsored defined contribution plans, which provide for employer contributions in various amounts ranging from $21 to $39 per pay period per participant.

      Multi-Employer Pension and Certain Union Plans — Certain of our subsidiaries contribute to various multi-employer pension and certain union plans, which are administered jointly by management and union representatives and cover substantially all full-time and certain part-time union employees who are not covered by our other plans. The Multi-Employer Pension Plan Amendments Act of 1980 amended ERISA to establish funding requirements and obligations for employers participating in multi-employer plans, principally related to employer withdrawal from or termination of such plans. We could, under certain circumstances, be liable for unfunded vested benefits or other expenses of jointly administered union/management plans. At this time, we have not established any significant liabilities because withdrawal from these plans is not probable or reasonably possible.

14. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

      Certain of our subsidiaries provide health care benefits to certain retirees who are covered under specific group contracts. As defined by the specific group contract, qualified covered associates may be eligible to receive major medical insurance with deductible and co-insurance provisions subject to certain lifetime maximums.

F-33

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following table sets forth the funded status of these plans and the amounts recognized in our consolidated balance sheets:

		December 31
		2004			2003
		(In thousands)
Change in benefit obligation:
Benefit obligation at beginning of year		$	22,646		$	22,198
	Service cost		948			1,169
	Interest cost		1,371			1,217
	Actuarial loss		1,970			598
	Benefits paid		(2,799	)		(2,536	)
Benefit obligation at end of year			24,136			22,646
Fair value of plan assets at end of year			—			—
Funded status			(24,136	)		(22,646	)
	Unrecognized prior service cost		(650	)		(2,552	)
	Unrecognized net loss		6,288			6,424
Net amount recognized		$	(18,498	)	$	(18,774	)

      A summary of our key actuarial assumptions used to determine the benefit obligation as of December 31, 2004 and 2003 follows:

		December 31
		2004			2003
Healthcare inflation:
	Initial rate		10.00	%		12.00	%
	Ultimate rate		5.00 to 5.50	%		5.00	%
	Year of ultimate rate achievement		2009			2009
Discount rate			5.75	%		6.00 to 6.50	%

      The weighted average discount rate used to determine net periodic benefit cost was 6.0% to 6.5%, 6.5% to 6.75% and 7.25% for 2004, 2003 and 2002, respectively.

		December 31
		2004			2003			2002
		(In thousands)
Components of net periodic benefit cost:
	Service and interest cost	$	2,319		$	2,386		$	2,178
Amortizations:
	Prior service cost		(69	)		(207	)		(210	)
	Unrecognized net loss		326			230			133
Net periodic benefit cost		$	2,576		$	2,409		$	2,101

F-34

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one percent change in assumed health care cost trend rates would have the following effects:

	1-Percentage-		1-Percentage-
	Point Increase		Point Decrease
	(In thousands)
Effect on total of service and interest cost components	$	184	$	(164	)
Effect on postretirement obligation		2,057		(1,810	)

      We expect to contribute $1.8 million to the postretirement health care plans for 2005. Estimated postretirement health care plan benefit payments for the next ten years are as follows:

2005	$	1.8 million
2006		2.0 million
2007		2.1 million
2008		2.3 million
2009		2.4 million
Next five years		11.9 million

15. FACILITY CLOSING AND REORGANIZATION COSTS

      Facility Closing and Reorganization Costs — We recorded net facility closing and reorganization costs of $34.7 million, $11.8 million and $19.1 million during 2004, 2003 and 2002, respectively.

      The charges recorded during 2004 are primarily related to the following:

•  Exiting the nutritional beverages business operated by our Specialty Foods Group segment, including the closure of a manufacturing facility in Benton Harbor, Michigan;

•  Closing Dairy Group manufacturing facilities in Madison, Wisconsin; San Leandro and South Gate, California; Westwego, Louisiana; Pocatello, Idaho and Wilkesboro, North Carolina;

•  Reorganizing our WhiteWave Foods Company including consolidating the operations of the three distinct operating units: White Wave, Horizon Organic, and Dean National Brand Group; and

•  Transferring Morningstar Foods’ private label and manufacturing operations to the Dairy Group.

      The charges recorded during 2003 are primarily related to the following:

•  Closing of Dairy Group manufacturing/distribution facilities in Honolulu, Hawaii; South Gate, California; Jamaica, New York; and Akron, Ohio;

•  Elimination of certain administrative functions at the Midwest and Northeast regions of our Dairy Group; and

•  Realignment of Morningstar Food’s private label business and manufacturing operations into the Dairy Group.

      These charges were accounted for in accordance with SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” which became effective for us in January 2003. We expect to incur additional charges related to these restructuring plans of approximately $7.1 million, including an additional $520,000 in work force reduction costs and approximately $6.6 million in shut down and other costs. Approximately $5.9 million and $1 million of these additional charges are expected to be completed by December 2005 and December 2006, respectively.

F-35

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The charges recorded during 2002 are related to the closing of Dairy Group facilities in Bennington, Vermont and Toledo, Ohio, a Dairy Group distribution facility in Winchester, Virginia, and one Morningstar Foods facility in Tempe, Arizona. The charges also reflect additional costs related to severance on the closing of our Dairy Group facility in Port Huron, Michigan in 2001, the shutdown of an ice cream production line at our Englewood, Colorado facility and the closing of a Dairy Group facility’s administrative offices in Grand Rapids, Michigan.

      The principal components of our continued reorganization and cost reduction efforts include the following:

•  Workforce reductions as a result of facility closings, facility reorganizations and consolidation of administrative functions;

•  Shutdown costs, including those costs that are necessary to prepare abandoned facilities for closure;

•  Costs incurred after shutdown such as lease obligations or termination costs, utilities and property taxes;

•  Costs associated with the reorganization of the WhiteWave Foods Company supply chain and distribution activities, including termination of certain contractual agreements; and

•  Write-downs of property, plant and equipment and other assets, primarily for asset impairments as a result of facilities that are no longer used in operations. The impairments relate primarily to owned buildings, land and equipment at the facilities, which are written down to their estimated fair value and held for sale. The effect of suspending depreciation on the buildings and equipment related to the closed facilities was not significant. The carrying value of closed facilities at December 31, 2004 was approximately $15.8 million. We are marketing these properties for sale.

      We consider several factors when evaluating a potential facility closure, including, among other things, the impact of such a closure on our customers, the impact on production, distribution and overhead costs, the investment required to complete any such closure, and the impact on future investment decisions. Some facility closures are pursued to improve our operating cost structure, while others enable us to avoid unnecessary capital expenditures, allowing us to more prudently invest our capital expenditure dollars in our production facilities and better serve our customers.

      In the second quarter of 2004, we sold a closed Dairy Group facility in Honolulu, Hawaii. In 2003, when we closed this facility, we recorded facility closing costs, which included a write-down in the value of the facility and accruals for certain lease obligations. Because we sold the facility for more than expected, we reversed the impairment charge by recording a credit to restructuring expense of $1.7 million and reversed $470,000 of lease obligations that were cancelled.

      In the first quarter of 2003, we sold a Dairy Group facility in Port Huron, Michigan. In 2001, we closed this facility and recorded facility closing costs, which included a write-down in the value of the facility. We sold the closed facility for more than expected, resulting in a gain of $1.6 million. This gain was recorded as a reduction of facility closing expense in 2003.

F-36

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Activity for 2004 and 2003 with respect to facility closing and reorganization costs for exit plans approved after January 1, 2003, which was accounted for under FAS No. 146, is summarized below:

		Accrued							Accrued								Accrued
		Charges at							Charges at								Charges at
		December 31,							December 31,		Charges/						December 31,
		2002		Charges		Payments			2003		(Gain)			Payments			2004
		(In thousands)
Cash charges:
	Workforce reduction costs	$	—	$	8,737	$	(2,775	)	$	5,962	$	10,206		$	(9,553	)	$	6,615
	Shutdown costs		—		203		(203	)		—		5,800			(5,800	)		—
	Lease obligations after shutdown		—		491		(14	)		477		(40	)		(363	)		74
	Settlement of contracts		—		—		—			—		3,788			(3,788	)		—
	Other		—		971		(918	)		53		3,842			(3,888	)		7
Subtotal		$	—	$	10,402	$	(3,910	)	$	6,492	$	23,596		$	(23,392	)	$	6,696
Noncash charges:
	Write-down of assets				3,093							13,099
	Gain on sale of facility				—							(1,695	)
Total charges				$	13,495						$	35,000

      Activity for 2004 and 2003 with respect to facility closing and reorganization costs for exit plans approved before January 1, 2003, which was accounted for under EITF 94-3, is summarized below:

		Accrued								Accrued								Accrued
		Charges at								Charges at								Charges at
		December 31,		Charges/						December 31,		Charges/						December 31,
		2002		(Gain)			Payments			2003		(Gain)			Payments			2004
		(In thousands)
Cash charges:
	Workforce reduction costs	$	3,882	$	234		$	(2,673	)	$	1,443	$	(245	)	$	(805	)	$	393
	Shutdown costs		1,657		(7	)		(1,093	)		557		54			(324	)		287
	Lease obligations after shutdown		668		—			(660	)		8		—			(8	)		—
	Other		786		(290	)		(212	)		284		32			(82	)		234
Subtotal		$	6,993		(63	)	$	(4,638	)	$	2,292		(159	)	$	(1,219	)	$	914
Noncash charges:
	Gain on sale of facility				(1,645	)							(146	)
Total charges				$	(1,708	)						$	(305	)

      Acquired Facility Closing and Other Exit Costs — As part of our purchase price allocations, we accrue costs from time to time pursuant to plans to exit certain facilities and activities of acquired businesses in order to rationalize production and reduce costs and inefficiencies. During 2004, we accrued costs to close two Dairy Group facilities acquired in 2003 and the Horizon Organic Farm and Education Center acquired in 2004, as well as to exit certain acquired contractual obligations. During 2003, we accrued costs related to the closing of an ice cream facility acquired in July 2003 by our Dairy Group. One facility was closed in connection with our acquisition of Marie’s in May 2002 and several facilities were closed in connection with our acquisition of Legacy Dean.

F-37

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The principal components of the plans include the following:

•  Workforce reductions as a result of facility closings, facility reorganizations and consolidation of administrative functions and offices;

•  Shutdown costs, including those costs necessary to clean and prepare abandoned facilities for closure; and

•  Costs incurred after shutdown such as lease or termination costs, utilities and property taxes after shutdown of the facility, as well as, costs to exit certain contractual obligations.

Also during 2004, we recorded certain adjustments to reduce our acquisition liability by approximately $1.7 million related to exit activities in our Specialty Foods Group segment. The liabilities were recorded as part of our overall integration and efficiency efforts related to our acquisition of the former Dean Foods Company. These adjustments reduced goodwill.

      Activity with respect to these acquisition liabilities for 2004 is summarized below:

	Accrued										Accrued
	Charges at										Charges at
	December 31,										December 31,
	2003		Accruals		Payments			Adjustments			2004
	(In thousands)
Workforce reduction costs	$	2,871	$	2,403	$	(2,668	)	$	(474	)	$	2,132
Shutdown and exit costs		6,317		82,271		(4,020	)		(1,263	)		83,305
Total	$	9,188	$	84,674	$	(6,688	)	$	(1,737	)	$	85,437

      Activity with respect to these acquisition liabilities for 2003 is summarized below:

	Accrued							Accrued
	Charges at							Charges at
	December 31,							December 31,
	2002		Accruals		Payments			2003
	(In thousands)
Workforce reduction costs	$	9,002	$	100	$	(6,231	)	$	2,871
Shutdown and exit costs		11,637		500		(5,820	)		6,317
Total	$	20,639	$	600	$	(12,051	)	$	9,188

16. OTHER OPERATING (INCOME) EXPENSE

      In the fourth quarter of 2004 we recognized a $5.9 million gain primarily related to the settlement of litigation.

      In the third quarter of 2003, we recognized a gain on the sale of our frozen pre-whipped topping and frozen creamer operations of $66.2 million. During the fourth quarter of 2003, we recognized $2.5 million of other operating income as a result of certain contingencies related to the divestiture of 11 facilities in 2001 being favorably resolved.

F-38

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

17. SUPPLEMENTAL CASH FLOW INFORMATION

		Year Ended December 31
		2004		2003		2002
		(In thousands)
Cash paid for interest and financing charges, net of capitalized interest		$	160,886	$	182,825	$	224,561
Cash paid for taxes			27,453		19,788		44,738
Noncash transactions:
	Exchange of trust issued preferred securities		—		582,986		—

18. COMMITMENTS AND CONTINGENCIES

      Leases and Purchase Obligations — We lease certain property, plant and equipment used in our operations under both capital and operating lease agreements. Such leases, which are primarily for machinery, equipment and vehicles, have lease terms ranging from 1 to 20 years. Certain of the operating lease agreements require the payment of additional rentals for maintenance, along with additional rentals based on miles driven or units produced. Certain leases require us to guarantee a minimum value of the leased asset at the end of the lease. Our maximum exposure under those guarantees is not a material amount. Rent expense, including additional rent, was $129.1 million, $121.2 million and $124.5 million for 2004, 2003 and 2002, respectively.

      The composition of capital leases which are reflected as property, plant and equipment in our consolidated balance sheets are as follows:

	December 31
	2004			2003
	(In thousands)
Buildings and improvements	$	851		$	707
Machinery and equipment		7,192			1,940
Other		228			—
Less accumulated amortization		(774	)		(779	)
	$	7,497		$	1,868

      We have entered into various contracts obligating us to purchase minimum quantities of raw materials used in our production processes, including organic soybeans, organic raw milk and cucumbers. We enter into these contracts from time to time to ensure a sufficient supply of raw ingredients. In addition, we have contractual obligations to purchase various services that are part of our production process.

F-39

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Future minimum payments at December 31, 2004, under non-cancelable capital leases and operating leases with terms in excess of one year and purchase obligations are summarized below:

	Capital			Operating		Purchase
	Leases			Leases		Obligations
	(In thousands)
2005	$	1,466		$	100,617	$	325,652
2006		1,298			83,821		55,193
2007		1,093			71,350		20,622
2008		911			60,163		18,784
2009		881			56,090		16,941
Thereafter		10,014			116,289		47,917
Total minimum lease payments		15,663		$	488,330	$	485,109
Less amount representing interest		(9,340	)
Present value of capital lease obligations	$	6,323

      Contingent Obligations Related to Milk Supply Arrangements — On December  21, 2001, in connection with our acquisition of the former Dean Foods Company, we purchased Dairy Farmers of America’s (“DFA”) 33.8% interest in our Dairy Group. In connection with that transaction, we entered into two agreements with DFA designed to ensure that DFA has the opportunity to continue to supply raw milk to certain of our facilities, or be paid for the loss of that business. One such agreement is a promissory note with a 20-year term that bears interest based on the consumer price index. Interest will not be paid in cash but will be added to the principal amount of the note annually, up to a maximum principal amount of $96 million. We may prepay the note in whole or in part at any time, without penalty. The note will only become payable if we ever materially breach or terminate one of our milk supply agreements with DFA without renewal or replacement. Otherwise, the note will expire in 2021, without any obligation to pay any portion of the principal or interest. Payments made under the note, if any, would be expensed as incurred. The other agreement would require us to pay damages to DFA if we fail to offer DFA the right to supply milk to certain facilities that we acquired as part of the former Dean Foods after the pre-existing agreements with certain other suppliers or producers expire.

      Contingent Obligations Related to Divested Operations — We have sold several businesses in recent years. In each case, we have retained certain known contingent obligations related to those businesses and/ or assumed an obligation to indemnify the purchasers of the businesses for certain unknown contingent liabilities, including environmental liabilities. In the case of the sale of our Puerto Rico operations, we were required to post collateral, including one surety bond and one letter of credit, to secure our obligation to satisfy the retained known liabilities and to fulfill our indemnification obligation. We believe we have established adequate reserves for any potential liability related to our divested businesses. Moreover, we do not expect any liability that we may have for these retained liabilities, or any indemnification liability, to be material.

      Insurance — We retain selected levels of property and casualty risks, primarily related to employee health care, workers’ compensation claims and other casualty losses. Many of these potential losses are covered under conventional insurance programs with third party carriers with high deductible limits. In other areas, we are self-insured with stop-loss coverages. These deductibles range from $350,000 for medical claims to $2 million for casualty claims. We believe we have established adequate reserves to cover these claims.

      Litigation, Investigations and Audits — We are parties from time to time to certain claims, litigation, audits and investigations. We believe that we have established adequate reserves to satisfy any potential liability we may have under all such claims, litigations, audits and investigations that are currently pending. In

F-40

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

our opinion, the settlement of any such currently pending or threatened matter is not expected to have a material adverse impact on our financial position, results of operations or cash flows.

19. FAIR VALUE OF FINANCIAL INSTRUMENTS

      Pursuant to SFAS No. 107, “Disclosure About Fair Value of Financial Instruments,” we are required to disclose an estimate of the fair value of our financial instruments as of December 31, 2004 and 2003. SFAS No. 107 defines the fair value of financial instruments as the amount at which the instrument could be exchanged in a current transaction between willing parties.

      Due to their near-term maturities, the carrying amounts of accounts receivable and accounts payable are considered equivalent to fair value. In addition, because the interest rates on our senior credit facility and most other debt are variable, their fair values approximate their carrying values.

      We have senior notes with an aggregate face value of $700 million with fixed interest rates ranging from 6.625% to 8.15% at December 31, 2004. These notes were issued by Legacy Dean prior to our acquisition of Legacy Dean, and had a fair market value of $737.2 million at December 31, 2004.

      We have entered into various interest rate agreements to reduce our sensitivity to changes in interest rates on our variable rate debt. The fair values of these instruments and our senior notes were determined based on fair values for similar instruments with similar terms. The following table presents the carrying value and fair value of our senior notes and interest rate agreements at December 31:

	2004				2003
	Carrying Value		Fair Value		Carrying Value		Fair Value
	of Liability		of Liability		of Liability		of Liability
	(In thousands)
Senior notes	$	664,696	$	737,188	$	660,663	$	699,234
Interest rate agreements		17,061		17,061		48,368		48,368

20.     SEGMENT AND GEOGRAPHIC INFORMATION AND MAJOR CUSTOMERS

      We currently have three reportable segments: the Dairy Group, WhiteWave Foods Company and the Specialty Foods Group.

      Our Dairy Group segment is our largest segment. It manufactures, markets and distributes a wide variety of branded and private label dairy case products, such as milk, cream, ice cream, cultured dairy products and juices, to retailers, distributors, foodservice outlets, schools and governmental entities across the United States.

      Our WhiteWave Foods Company segment manufactures, develops, markets and sells a variety of nationally branded soy, dairy and dairy-related products, such as Silk soymilk and cultured soy products, Horizon Organic milk, juice and other products; International Delight coffee creamers; and LAND O’LAKES fluid and cultured products. WhiteWave Foods Company sells its products to a variety of customers, including grocery stores, club stores, natural foods stores, mass merchandisers, convenience stores and foodservice outlets. The WhiteWave Foods Company’s operations have historically been conducted through three distinct operating units: White Wave, Horizon Organic and Dean National Brand Group. We are currently in the process of consolidating these three operating units and expect the consolidation to be completed in 2006.

      Prior to 2004, we had a Morningstar Foods division that manufactured, marketed and sold all of our nationally branded products except for our soy products, and also manufactured and sold private label dairy products. Effective January 1, 2004, we (1) shifted all of Morningstar Foods’ private label sales and all of its manufacturing operations to the Dairy Group, (2) formed the Dean National Brand Group, and (3) transferred Morningstar Foods’ branded business to the Dean National Brand Group. As a result of this

F-41

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

reorganization, we implemented a new segment reporting structure effective January 1, 2004. All periods prior to 2004 have been restated to reflect our new segment reporting structure.

      The Dairy Group, which now manufactures a portion of WhiteWave Foods Company’s products, transfers finished products to WhiteWave Foods Company at or near cost. A small percentage of our WhiteWave Foods Company’s products (approximately $50.6 million and $23.7 million in 2004 and 2003, respectively) are sold through the Dairy Group’s direct store delivery network. Those sales, together with their related costs, are included in WhiteWave Foods Company for segment reporting purposes. Fixed assets, capital expenditures and depreciation related to our facilities that manufacture WhiteWave Foods Company’s products (except for two manufacturing facilities which are owned and operated by White Wave) are reported as part of the Dairy Group, while intangibles and any associated amortization related to WhiteWave Foods Company’s brands are reported as part of WhiteWave Foods Company.

      Our Specialty Foods Group is the nation’s leading private label pickle processor, and one of the largest manufacturers and sellers of non-dairy powdered creamer in the United States. The Specialty Foods Group also manufactures and sells a variety of other foods, such as sauces and puddings.

      Our International Group, which does not qualify as a reportable segment, manufactures, markets and sells private label and branded milk, butter and cream through its internal sales force to retailers and distributors across Spain and Portugal. Net sales, income and assets of the International Group are reflected in the charts below on the Corporate/ Other lines.

      We evaluate the performance of our segments based on operating profit or loss before gains and losses on the sale of assets, facility closing and reorganization costs and foreign exchange gains and losses. Therefore, the measure of segment profit or loss presented below is before such items.

      The amounts in the following tables are obtained from reports used by our executive management team and do not include any allocated income taxes or management fees. There are no significant non-cash items reported in segment profit or loss other than depreciation and amortization.

		2004		2003		2002(1)
		(In thousands)
Net sales to external customers:
	Dairy Group	$	8,646,387	$	7,542,102	$	7,600,985
	WhiteWave Foods Company		1,188,401		713,425		517,304
	Specialty Foods Group		676,768		684,207		673,604
	Corporate/ Other		310,729		244,882		199,571
	Total	$	10,822,285	$	9,184,616	$	8,991,464
Intersegment sales:
	Dairy Group	$	56,844	$	27,982	$	4,711
	WhiteWave Foods Company		7,483		1,618		511
	Specialty Foods Group		3,594		10,692		16,287
	Total	$	67,921	$	40,292	$	21,509

F-42

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

		2004			2003			2002(1)
		(In thousands)
Operating income:
	Dairy Group	$	594,462		$	641,020		$	592,455
	WhiteWave Foods Company		118,400			33,575			59,198
	Specialty Foods Group		68,426			101,292			98,874
	Corporate/ Other		(85,599	)		(66,834	)		(68,870	)
	Segment operating income		695,689			709,053			681,657
	Facility closing and reorganization costs		34,695			11,787			19,050
	Other operating income		(5,899	)		(68,719	)		—
	Total		666,893			765,985			662,607
Other (income) expense:
	Interest expense and financing charges		204,770			195,298			231,263
	Equity in (earnings) loss of unconsolidated affiliates		—			(244	)		7,899
	Other (income) expense, net		(253	)		(2,625	)		2,660
	Consolidated income from continuing operations before tax	$	462,376		$	573,556		$	420,785
Depreciation and amortization:
	Dairy Group	$	177,720		$	154,812		$	138,450
	WhiteWave Foods Company		9,905			1,793			1,113
	Specialty Foods Group		16,126			14,505			14,101
	Corporate/ Other		19,796			20,775			20,330
	Total	$	223,547		$	191,885		$	173,994
Assets:
	Dairy Group	$	5,397,694		$	5,207,262		$	5,213,748
	WhiteWave Foods Company		1,219,210			638,788			272,486
	Specialty Foods Group		604,687			635,321			617,210
	Corporate/ Other		534,777			511,165			478,822
	Total	$	7,756,368		$	6,992,536		$	6,582,266
Capital expenditures:
	Dairy Group	$	270,682		$	245,078		$	222,359
	WhiteWave Foods Company		27,969			12,714			1,899
	Specialty Foods Group		21,905			18,511			11,176
	Corporate/ Other		35,580			15,359			6,548
	Total	$	356,136		$	291,662		$	241,982

(1)  Balances for 2002 have been restated to remove our Puerto Rico operations, which have been reclassified as discontinued operations.

F-43

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Geographic Information

		Net Sales						Long-Lived Assets
		2004		2003		2002(1)		2004		2003		2002
		(In thousands)
United States		$	10,461,706	$	8,939,734	$	8,791,893	$	5,915,413	$	5,429,202	$	5,137,695
Europe			360,579		244,882		199,571		244,531		162,453		126,984
	Total	$	10,822,285	$	9,184,616	$	8,991,464	$	6,159,944	$	5,591,655	$	5,264,679

(1)  Net sales for 2002 have been restated to remove to our Puerto Rico operations, which has been reclassified as discontinued operations.

      Major Customers — Our Dairy Group and Specialty Foods Group segments each had one customer that represented greater than 10% of their 2004 sales. Approximately 13.1% of our consolidated 2004 sales were to that same customer. In addition, our International Group had three customers that represented greater than 10% of their 2004 sales. Each of these customers represented less than 1% of our consolidated sales.

21. QUARTERLY RESULTS OF OPERATIONS (unaudited)

      The following is a summary of our unaudited quarterly results of operations for 2004 and 2003.

		Quarter
		First		Second		Third		Fourth
		(In thousands, except share data)
2004
Net sales		$	2,452,151	$	2,806,564	$	2,772,495	$	2,791,075
Gross profit			612,445		638,198		644,813		669,073
Net income(1)(2)			69,240		77,073		40,192		98,869
Earnings per common share(3):
	Basic		0.44		0.49		0.26		0.66
	Diluted		0.43		0.47		0.25		0.64
2003
Net sales		$	2,144,878	$	2,222,572	$	2,306,848	$	2,510,318
Gross profit			571,233		601,153		593,537		610,486
Net income(4)(5)			63,209		83,789		122,162		86,543
Earnings per common share(3):
	Basic		0.49		0.60		0.79		0.56
	Diluted		0.43		0.54		0.76		0.54

(1)	The results for the first, third and fourth quarters include facility closing and reorganization costs, net of tax, of $4.7 million, $12.5 million, and $3.8 million, respectively.
(2)	The results for the third quarter of 2004 include a charge of $21.2 million, net of tax, related to the early extinguishment of debt. The results for the fourth quarter of 2004 include other operating income related to the settlement of litigation of $3.8 million, net of taxes.
(3)	Earnings per common share calculations for each of the quarters were based on the basic and diluted weighted average number of shares outstanding for each quarter, and the sum of the quarters may not necessarily be equal to the full year earnings per common share amount.

F-44

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(4)	The results for the first, second, third and fourth quarters include facility closing and reorganization costs, net of tax, of $(1.0) million, $1.9 million, $1.3 million and $5.2 million, respectively.
(5)	The results for the third and fourth quarters include a gain on sale of the frozen pre-whipped topping and frozen creamer operations and income related to the divestiture of 11 facilities in 2001 of $40.9 million, net of tax, and $1.8 million net of tax, respectively.

22. RELATED PARTY TRANSACTIONS

      Real Property Lease — We lease the land for our Franklin, Massachusetts facility from a partnership in which Alan Bernon, Chief Operating Officer of the Northeast region of our Dairy Group and a member of our Board of Directors, owns a 13.45% minority interest. (The remaining interests are owned by members of Mr. Bernon’s family.) Our lease payments were $700,000 in 2004, 2003 and 2002.

      Minority Interest in Consolidated Container Holding Company — We hold our minority interest in Consolidated Container Company through our subsidiary Franklin Plastics, Inc., in which we own an approximately 99% interest. Alan Bernon, Chief Operating Officer of the Northeast region of our Dairy Group and a member of our Board of Directors, and his brother, Peter Bernon, collectively own less than 1% of Franklin Plastics, Inc. We spent approximately $235.5 million, $167.9 million and $128.7 million on products purchased from CCC for the years ended December 31, 2004, 2003 and 2002, respectively. In the fourth quarter of 2004 we purchased equipment previously owned and operated by CCC totaling $3.2 million.

      Aircraft Leases — On March 24, 2003, the independent members of our Board of Directors voted to purchase two companies from Gregg Engles (our Chief Executive Officer and Chairman of our Board of Directors) and Pete Schenkel (President of our Dairy Group and also a member of our Board of Directors). The companies owned two aircraft which we previously leased from them. As consideration for the purchase of the lessor companies from Messrs. Engles and Schenkel, we assumed the indebtedness that the lessor entities incurred to finance the purchase of the aircraft. No other consideration was paid to Mr. Engles or Mr. Schenkel, directly or indirectly. The aggregate principal balance of the indebtedness that we assumed was approximately $9.6 million, which approximated the then-current fair market value of the aircraft. Because the market value of the assets we acquired in the transaction was equal to the value of the liabilities that we assumed, there was no income statement impact related to the transaction. Prior to the acquisition, we paid the companies a combined total of $2.1 million during 2002 under the aircraft lease agreements.

23. SUBSEQUENT EVENTS (unaudited)

      Tax Free Spin-Off of Specialty Foods Group — On January 27, 2005, we announced our intent to pursue a tax-free spin-off of our Specialty Foods Group. The spin-off will create a publicly-traded food manufacturing company serving the retail grocery and foodservice markets with approximately 1,800 employees and estimated 2005 net sales of over $700 million. Also effective January 27, 2005, we hired a management team, headed by Sam Reed, former CEO of Keebler Foods Company, to lead the new company. In conjunction with their employment, the management team made a cash investment of $10 million in the Specialty Foods Group, representing 1.7% ownership of the new business.

      As part of the spin-off, we intend to transfer our Mocha Mix® non-dairy creamer, Second Nature® egg substitute and foodservice dressings businesses to the Specialty Foods Group from WhiteWave Foods Company and our Dairy Group.

      The spin-off is intended to take the form of a tax-free distribution to our shareholders of a new publicly-traded stock, which we expect to be listed on the New York Stock Exchange. We expect the spin-off to be completed in the third quarter of 2005, subject to confirmation by the Internal Revenue Service of the tax-free nature of the transaction, registration of the new security with the Securities and Exchange Commission and other customary closing conditions.

F-45

DEAN FOODS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Receivables-Backed Facility Amendment — On January 3, 2005, we amended our receivables-backed loan pursuant to which (1) Horizon Organic and White Wave became parties to the facility, (2) the facility borrowing limit was increased to $600 million from $500 million and (3) the facility termination date was extended to November 17, 2007.

F-46

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

      During our two most recent fiscal years, no independent accountant who was engaged as the principal accountant to audit our financial statements, nor any independent accountant who was engaged to audit a significant subsidiary and on whom our principal accountant expressed reliance in its report, has resigned or been dismissed.

Item 9A. Controls and Procedures

Controls Evaluation and Related CEO and CFO Certifications

      We conducted an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (“Disclosure Controls”) as of the end of the period covered by this annual report. The controls evaluation was done under the supervision and with the participation of management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO).

      Attached as exhibits to this annual report are certifications of the CEO and the CFO, which are required in accordance with Rule 13a-14 of the Exchange Act. This Controls and Procedures section includes the information concerning the controls evaluation referred to in the certifications and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.

Definition of Disclosure Controls

      Disclosure Controls are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed with the Securities and Exchange Commission (the “SEC”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure Controls are also designed to reasonably assure that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Our Disclosure Controls include components of our internal control over financial reporting, which consists of control processes designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements in accordance with US generally accepted accounting principles.

Limitations on the Effectiveness of Controls

      We do not expect that our Disclosure Controls or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Scope of the Controls Evaluation

      Our evaluations of our Disclosure Controls include reviews of the controls’ objectives and design, our implementation of the controls and the effect of the controls on the information generated for use in our SEC filings. In the course of our controls evaluations, we seek to identify data errors, controls problems or acts of

53

fraud and confirm that appropriate corrective actions, including process improvements, are undertaken. Many of the components of our Disclosure Controls are evaluated on an ongoing basis by our Audit Services department. The overall goals of these various evaluation activities are to monitor our Disclosure Controls, and to modify them as necessary. Our intent is to maintain the Disclosure Controls as dynamic systems that change as conditions warrant.

Conclusions

      Based upon our most recent controls evaluation, our CEO and CFO have concluded that as of the end of the period covered by this annual report, our Disclosure Controls were effective at the reasonable assurance level. In the fourth quarter of 2004, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART III

Item 10. Directors and Executive Officers

      Incorporated herein by reference to our proxy statement (to be filed) for our May 24, 2005 Annual Meeting of Stockholders.

Item 11. Executive Compensation

      Incorporated herein by reference to our proxy statement (to be filed) for our May 24, 2005 Annual Meeting of Stockholders.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

      Incorporated herein by reference to our proxy statement (to be filed) for our May 24, 2005 Annual Meeting of Stockholders.

Item 13. Certain Relationships and Related Transactions

      Incorporated herein by reference to our proxy statement (to be filed) for our May 24, 2005 Annual Meeting of Stockholders.

Item 14. Principal Accountant Fees and Services

      Incorporated herein by reference to our proxy statement (to be filed) for our May 24, 2005 Annual Meeting of Stockholders.

54

PART IV

Item 15. Exhibits and Financial Statement Schedules

Financial Statements

      The following Consolidated Financial Statements are filed as part of this report or are incorporated herein as indicated:

	Page
Management Report on Internal Controls Over Financial Reporting		F-1
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2004 and 2003		F-4
Consolidated Statements of Income for the years ended December 31, 2004, 2003 and 2002		F-5
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2004, 2003 and 2002		F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002		F-7
Notes to Consolidated Financial Statements		F-8

Financial Statement Schedules

      Report of Independent Registered Public Accounting Firm

      Schedule II — Valuation and Qualifying Accounts

Exhibits

      See Index to Exhibits.

55

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

By: /s/ Ronald L. McCrummen

Ronald L. McCrummen

Senior Vice President and

Chief Accounting Officer

Dated March 16, 2005

      Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/ Gregg L. Engles Gregg L. Engles	Chief Executive Officer and Chairman of the Board	March 16, 2005
/s/ Barry A. Fromberg Barry A. Fromberg	Executive Vice President and Chief Financial Officer	March 16, 2005
/s/ Ronald L. McCrummen Ronald L. McCrummen	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	March 16, 2005
/s/ Alan Bernon Alan Bernon	Director	March 16, 2005
/s/ Lewis M. Collens Lewis M. Collens	Director	March 16, 2005
/s/ Tom Davis Tom Davis	Director	March 16, 2005
/s/ Stephen L. Green Stephen L. Green	Director	March 16, 2005
/s/ Janet Hill Janet Hill	Director	March 16, 2005
/s/ Joseph S. Hardin, Jr. Joseph S. Hardin, Jr.	Director	March 16, 2005
/s/ Ron Kirk Ron Kirk	Director	March 16, 2005
/s/ John S. Llewellyn, Jr. John S. Llewellyn, Jr.	Director	March 16, 2005

S-1

Name	Title	Date
/s/ John Muse John Muse	Director	March 16, 2005
/s/ Hector M. Nevares Hector M. Nevares	Director	March 16, 2005
/s/ P. Eugene Pender P. Eugene Pender	Director	March 16, 2005
/s/ Pete Schenkel Pete Schenkel	Director	March 16, 2005
/s/ Jim Turner Jim Turner	Director	March 16, 2005

S-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Dean Foods Company

Dallas, Texas

      We have audited the consolidated financial statements of Dean Foods Company and subsidiaries (the “Company”) as of December 31, 2004 and 2003 and for each of the three years in the period ended December 31, 2004, management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004, and the effectiveness of the company’s internal control over financial reporting as of December 31, 2004, and have issued our report thereon dated March 14, 2005 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the change in 2002 in the method of accounting for goodwill and other intangible assets to conform to Statement of Financial Accounting Standard No. 142); such report is included elsewhere in this Form 10-K. Our audits also included the consolidated financial statement schedule of the Company listed in Item 15. This consolidated financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the consolidated financial statements taken as a whole, presents fairly in all material respects, the information set forth therein.

Deloitte & Touche LLP

Dallas, Texas

March 14, 2005

SCHEDULE II

DEAN FOODS COMPANY AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

Years Ended December 31, 2004, 2003 and 2002

      Allowance for doubtful accounts deducted from accounts receivable:

	Balance									Recoveries		Write-Off of
	Beginning		Charged to							of Accounts		Uncollectible		Balance
Year	of Year		Income			Acquisitions		Dispositions		Written Off		Accounts		End of Year
	(In thousands)
2002	$	28,151	$	18,985		$	1,716	$	38	$	1,129	$	15,626	$	34,317
2003		34,317		8,143			881		—		1,733		12,390		32,684
2004		32,684		(752	)		2,052		—		2,251		12,012		24,233

INDEX TO EXHIBITS

Exhibit
Number				Description
	3	.1	—	Amended and Restated Certificate of Incorporation (incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2001, filed April 1, 2002 (File No. 1-12755)).
	3	.2	—	Amended and Restated Bylaws (incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File No. 1-12755)).
	4	.1	—	Specimen of Common Stock Certificate (incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2001, filed April 1, 2002 (File No. 1-12755)).
	4	.2	—	Registration Rights Agreement (incorporated by reference from our Registration Statement on Form S-1 (File No. 333-1858)).
	4	.3	—	Rights Agreement dated March 6, 1998 among us and Harris Trust & Savings Bank, as rights agent, which includes as Exhibit A the Form of Rights Certificate (incorporated by reference from the Registration Statement on Form 8-A filed on March 10, 1998 (File No. 1-12755)).
	4	.4	—	Amendment No. 1 to Rights Agreement dated May 26, 2004 by and between us and The Bank of New York, as rights agent (incorporated by reference from our Current Report on Form 8-K dated May 27, 2004 (Filed No. 1-12755)).
	*10	.1	—	Seventh Amended and Restated 1997 Stock Option and Restricted Stock Plan (filed herewith).
	*10	.2	—	Third Amended and Restated 1989 Dean Foods Stock Awards Plan (filed herewith).
	*10	.3	—	Amended and Restated Executive Deferred Compensation Plan (incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 1-12755)).
	*10	.4	—	Post-2004 Executive Deferred Compensation Plan (filed herewith).
	*10	.5	—	Fourth Amended and Restated 1997 Employee Stock Purchase Plan (incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 1-12755)).
	*10	.6	—	Executive Incentive Compensation Plan (filed herewith).
	*10	.8	—	Supplemental Executive Retirement Plan (filed herewith).
	*10	.9	—	Description of Compensation Arrangements for Executive Officers (filed herewith).
	*10	.10	—	Summary of Compensation Paid to Non-Employee Directors (filed herewith).
	*10	.11	—	Form of stock option award agreement for awards to executive officers (incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 (File No. 1-12755)).
	*10	.12	—	Form of stock unit award agreement for awards to executive officers (incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 (File No. 1-12755)).
	*10	.13	—	Employment Agreement dated January 27, 2005 between Treehouse Foods, Inc. (our wholly-owned subsidiary) and Sam K. Reed (filed herewith).
	*10	.14	—	Employment Agreement dated January 27, 2005 between Treehouse Foods, Inc. (our wholly-owned subsidiary) and David B. Vermylen (filed herewith).
	*10	.15	—	Employment Agreement dated January 27, 2005 between Treehouse Foods, Inc. (our wholly-owned subsidiary) and E. Nichol McCully (filed herewith).
	*10	.16	—	Employment Agreement dated January 27, 2005 between Treehouse Foods, Inc. (our wholly-owned subsidiary) and Thomas E. O’Neill (filed herewith).
	*10	.17	—	Employment Agreement dated January 27, 2005 between Treehouse Foods, Inc. (our wholly-owned subsidiary) and Harry J. Walsh (filed herewith).
	*10	.18	—	Form of Change in Control Agreement for certain of our executive officers (incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 1-12755)).
	*10	.19	—	Form of Change in Control Agreement for certain executive and other senior officers (incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 1-12755)).

Exhibit
Number				Description
	*10	.20	—	Form of Change in Control Agreement for certain other officers (incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 1-12755)).
	10	.21	—	Stockholders Agreement dated July 31, 1997 among us, Franklin Plastics, Peter M. Bernon and Alan J. Bernon (incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, as amended on October 24, 1997 (File No. 1-12755)).
	10	.22	—	Amended and Restated Limited Liability Company Agreement of Consolidated Container Holdings, LLC (incorporated by reference from our Current Report on Form 8-K dated July 19, 1999, (File No. 1-12755)).
	10	.23	—	Amended and Restated Credit Agreement among us and our senior lenders (incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (File No. 1-12755)).
	10	.24	—	Third Amended and Restated Receivables Purchase Agreement related to our receivables-backed loan (incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 1-12755)).
	10	.25	—	First Amendment to Third Amended and Restated Receivables Purchase Agreement (incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 1-12755)).
	10	.26	—	Second Amendment to Third Amended and Restated Receivables Purchase Agreement (filed herewith).
	10	.27	—	Third Amendment to Third Amended and Restated Receivables Purchase Agreement (filed herewith).
	10	.28	—	Fourth Amendment to Third Amended and Restated Receivables Purchase Agreement (incorporated by reference from our Current Report on Form 8-K dated November 22, 2004 (File No. 1-12755)).
	10	.29	—	Fifth Amendment to Third Amended and Restated Receivables Purchase Agreement (incorporated by reference from our Current Report on Form 8-K dated January 7, 2005 (File No. 1-12755)).
	10	.30	—	Stockholders Agreement dated January 27, 2005 between us, TreeHouse Foods, Inc. (our wholly-owned subsidiary), Sam K. Reed, David B. Vermylen, E. Nichol McCully, Thomas E. O’Neill and Harry J. Walsh regarding their investments in our Specialty Foods Group (filed herewith).
	10	.31	—	Form of Subscription Agreements entered into between TreeHouse Foods, Inc. (our wholly-owned subsidiary) and each of Sam K. Reed, David B. Vermylen, E. Nichol McCully, Thomas E. O’Neill and Harry J. Walsh regarding their investments in our Specialty Foods Group (filed herewith).
	21		—	List of Subsidiaries (filed herewith).
	23	.1	—	Consent of Deloitte & Touche LLP (filed herewith).
	31	.1	—	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
	31	.2	—	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
	32	.1	—	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
	32	.2	—	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

*  Management or compensatory contract

EX-10.1

                                                                    EXHIBIT 10.1


(DEAN FOODS(TM) LOGO)

                               DEAN FOODS COMPANY
                          SEVENTH AMENDED AND RESTATED
                   1997 STOCK OPTION AND RESTRICTED STOCK PLAN

     1. Purpose of the Plan. This Plan shall be known as the Dean Foods Company
Seventh Amended and Restated 1997 Stock Option and Restricted Stock Plan. The
purpose of the Plan is to attract and retain the best available persons for
positions of substantial responsibility and to provide incentives to such
persons to promote the success of the business of Dean Foods Company and its
subsidiaries.

     Certain options granted under this Plan are intended to qualify as
"incentive stock options" pursuant to Section 422 of the Internal Revenue Code
of 1986, as amended from time to time.

     2. Definitions. As used herein, the following definitions shall apply:

          "Authorized Officers" shall have the meaning set forth in Section 19
hereof.

          "Board" means the Board of Directors of the Company.

          "Change in Control" means (1) any "person" (as such term is used in
Section 13(d) of the Exchange Act, but specifically excluding the Company, any
wholly-owned subsidiary of the Company, and/or any employee benefit plan
maintained by the Company or any wholly-owned subsidiary of the Company) becomes
the "beneficial owner" (as determined pursuant to Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing thirty
percent (30%) or more of the combined voting power of the Company's then
outstanding securities; or (2) during any period of two (2) consecutive years
(not including any period prior to the effective date of this amendment and
restatement), individuals who at the beginning of such period constitute the
members of the Board and any new director, whose election to the Board or
nomination for election to the Board by the Company's stockholders was approved
by a vote of at least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority of the Board; or (3) the Company or any Subsidiary shall
merge with or consolidate into any other company, other than a merger or
consolidation which would result in the holders of the voting securities of the
Company outstanding immediately prior thereto holding immediately thereafter
securities representing more than sixty percent (60%) of the combined voting
power of the voting securities of the Company or such surviving entity (or its
ultimate parent, if applicable) outstanding immediately after such merger or
consolidation; or (4) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets or such a plan is
commenced.

          "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and any successor statute.



          "Committee" means the committee described in Section 19 that
administers the Plan or, if no such committee has been appointed, the full
Board.

          "Common Stock" means the common stock, $.01 par value per share, of
the Company. Except as otherwise provided herein, all Common Stock issued
pursuant to this Plan shall have the same rights as all other issued and
outstanding shares of Common Stock, including but not limited to voting rights,
the right to dividends, if declared and paid, and the right to pro rata
distributions of the Company's assets in the event of liquidation.

          "Company" means Dean Foods Company, a Delaware corporation, formerly
known as Suiza Foods Corporation.

          "Consultant" means any consultant or advisor who renders bona fide
services to the Company or one of its Subsidiaries, which services are not in
connection with the offer or sale of securities in a capital-raising
transaction.

          "Date of Grant" shall have the meaning set forth in Section 8 hereof.

          "Employee" means any officer or other key employee of the Company or
one of its Subsidiaries (including any director who is also an officer or key
employee of the Company or one of its Subsidiaries).

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Exercise Price" shall have the meaning set forth in Section 9 hereof.

          "Fair Market Value" means the closing sale price (or average of the
quoted closing bid and asked prices if there is no closing sale price reported)
of the Common Stock on the date specified as reported by the principal national
exchange or trading system on which the Common Stock is then listed or traded.
If there is no reported price information for the Common Stock, the Fair Market
Value will be determined by the Board or the Committee, in its sole discretion.
In making such determination, the Board or the Committee may, but shall not be
obligated to, commission and rely upon an independent appraisal of the Common
Stock.

          "Immediate Family Members" shall have the meaning set forth in Section
15 hereof.

          "Non-Employee Director" means an individual who is a "non-employee
director" as defined in Rule 16b-3 under the Exchange Act and an "outside
director" within the meaning of Treasury Regulation Section 1.162-27(e)(3).

          "Nonqualified Option" means any Option that is not a Qualified Option.

          "Option" means a stock option granted pursuant to Section 6 of this
Plan.

          "Optionee" means any Employee, Consultant or Non-Employee Director who
receives an Option.


                                        2



          "Participant" means any Employee, Consultant or Non-Employee Director
who receives an Option or Restricted Stock pursuant to this Plan.

          "Qualified Option" means any Option that is intended to qualify as an
"incentive stock option" within the meaning of Section 422 of the Code.

          "Qualifying Retirement" means retirement by a Participant from
employment or other service to the Company or any Subsidiary after such
Participant reaches the age of 65.

          "Restricted Stock" means Common Stock awarded to an Employee,
Consultant or Non-Employee Director pursuant to Section 7 of this Plan.

          "Restricted Stock Cap" shall have the meaning set forth in Section 7
hereof.

          "Rule 16b-3" means Rule 16b-3 of the rules and regulations under the
Exchange Act, as Rule 16b-3 may be amended from time to time, and any successor
provisions to Rule 16b-3 under the Exchange Act.

          "Subsidiary" means any now existing or hereinafter organized or
acquired company of which more than fifty percent (50%) of the issued and
outstanding voting interests are owned or controlled directly or indirectly by
the Company or through one or more Subsidiaries of the Company.

          "10-Percent Stockholder" shall have the meaning set forth in Section 9
hereof.

     3. Term of Plan. The Plan has been adopted by the Board effective as of
February 24, 1997 and approved by the stockholders of the Company. The Plan
shall continue in effect until terminated pursuant to Section 19.

     4. Shares Subject to the Plan. Except as otherwise provided in Section 18
hereof, the aggregate number of shares of Common Stock issuable upon the
exercise of Options or upon the grant of Restricted Stock pursuant to this Plan
shall be 37,500,000 shares; provided that any individual grant may not exceed,
in the case of Options, 1,000,000 Options, and, in the case of Restricted Stock,
225,000 shares. Such shares may either be authorized but unissued shares or
treasury shares. The Company shall, during the term of this Plan, reserve and
keep available a number of shares of Common Stock sufficient to satisfy the
requirements of the Plan. If an Option should expire or become unexercisable for
any reason without having been exercised in full, or Restricted Stock should
fail to vest and be forfeited in whole or in part for any reason, then the
shares that were subject thereto shall, unless the Plan has terminated, be
available for the grant of additional Options or Restricted Stock under this
Plan, subject to the limitations set forth above and in Section 19 hereof.

     5. Eligibility. Qualified Options may be granted under Section 6 of the
Plan to such Employees of the Company or its Subsidiaries as may be determined
by the Board or the Committee (or the Authorized Officers, to the extent
permitted by Section 19 of this Plan). Nonqualified Options may be granted under
Section 6 of the Plan to such Employees, Consultants and Non-Employee Directors
of the Company or its Subsidiaries as may be


                                        3



determined by the Board or the Committee (or the Authorized Officers, to the
extent permitted by Section 19 of this Plan). Restricted Stock may be granted
under Section 7 of the Plan to such Employees, Consultants and Non-Employee
Directors of the Company or its Subsidiaries as may be determined by the Board
or the Committee (or the Authorized Officers, to the extent permitted by Section
19 of this Plan).

     6. Grant of Options. (a) Except as limited by Section 4 hereof, the Board
or the Committee shall determine the number of shares of Common Stock to be
offered from time to time pursuant to Options granted hereunder and shall grant
Options under the Plan. In connection with the granting of Qualified Options,
the aggregate Fair Market Value (determined at the Date of Grant of a Qualified
Option) of the shares with respect to which Qualified Options are exercisable
for the first time by an Optionee during any calendar year (under all such plans
of the Optionee's employer company and its parent and subsidiary corporations as
defined in Section 424(e) and (f) of the Code, or a corporation or a parent or
subsidiary corporation of such corporation issuing or assuming an Option in a
transaction to which Section 424(a) of the Code applies) shall not exceed
$100,000 or such other amount as from time to time provided in Section 422(d) of
the Code or any successor provision. The grant of Options shall be evidenced by
Option agreements containing such terms and provisions as are approved by the
Board or the Committee and executed on behalf of the Company by an appropriate
officer.

          (b) Unless the Board or the Committee determines otherwise with
respect to a particular year, each Non-Employee Director will automatically be
granted a fully vested Nonqualified Option to purchase 7,500 shares of Common
Stock (subject to adjustment pursuant to Section 18 hereof), at an exercise
price equal to the Fair Market Value of the Common Stock on the Date of Grant,
on June 30 of each year.

     7. Restricted Stock. The Board or the Committee shall from time to time
determine the number of shares of Common Stock to be granted as Restricted
Stock; provided that no more than an aggregate amount of 225,000 shares of
Restricted Stock may be issued under the Plan (such limit being herein referred
to as the "Restricted Stock Cap"). Any shares of Restricted Stock that fail to
vest and are forfeited shall not count against the Restricted Stock Cap set
forth in the preceding sentence. The grant of Restricted Stock shall be
evidenced by Restricted Stock agreements containing such terms and provisions as
are approved by the Board or the Committee and executed on behalf of the Company
by an appropriate officer.

     8. Date of Grant. The date of grant of an Option or Restricted Stock under
the Plan (the "Date of Grant") shall be the date on which the Board or the
Committee awards the Option or Restricted Stock or, if the Board or the
Committee so determines, the date specified by the Board or the Committee as the
date the award is to be effective. Notice of the grant shall be given to each
Participant to whom an Option or Restricted Stock is granted promptly after the
date of such grant.

     9. Price. The exercise price for each share of Common Stock subject to an
Option (the "Exercise Price") granted pursuant to Section 6 of the Plan shall be
determined by the Board or the Committee at the Date of Grant; provided,
however, that (a) the Exercise Price for any Option shall not be less than 100%
of the Fair Market Value of the Common Stock on the day before the Date of
Grant, and (b) if the Optionee owns on the Date of Grant more than 10 percent of
the total combined voting power of all classes of stock of the Company or its
parent or any of


                                        4



its subsidiaries, as more fully described in Section 422(b)(6) of the Code or
any successor provision (such stockholder is referred to herein as a "10-Percent
Stockholder"), the Exercise Price for any Qualified Option granted to such
Optionee shall not be less than 110% of the Fair Market Value of the Common
Stock on the day before the Date of Grant. The Board or the Committee in its
discretion may award shares of Restricted Stock under Section 7 of the Plan to
Participants without requiring the payment of cash consideration for such
shares.

     10. Vesting. (a) Subject to the provisions of this Plan, each Option and
Restricted Stock award under the Plan shall vest or be subject to forfeiture in
accordance with the provisions set forth in the applicable Option agreement or
Restricted Stock agreement. If no vesting provisions are set forth in an award
agreement, the award shall vest ratably over a three-year period.

          (b) In addition to the vesting provisions contained in each Option and
Restricted Stock agreement, each Option and share of Restricted Stock granted
under the Plan shall also be subject to the following vesting provisions:

               (i) Each unvested Option and share of Restricted Stock shall
immediately vest in full upon the death of the holder of such Option or
Restricted Stock;

               (ii) Each unvested Option and share of Restricted Stock shall
immediately vest in full upon any Change in Control;

               (iii) Each unvested Option and share of Restricted Stock shall
immediately vest in full upon the permanent and total disability (as defined
within the meaning of Section 22(e)(3) of the Code) of the holder of such Option
or Restricted Stock; and

               (iv) In the event of the Qualifying Retirement of a Participant,
all unvested Options and shares of Restricted Stock held by such Participant
shall automatically vest in full as of the effective date of such Participant's
Qualifying Retirement.

     11. Exercise. (a) An Option will not be deemed to be exercised and shares
will not be issued, until the applicable Exercise Price is received by the
Company. A Participant may pay the Exercise Price of an Option by the delivery
of cash, check or wire transfer, or in shares of Common Stock already owned by
the Participant, or a combination of the foregoing having a total Fair Market
Value on the date of payment equal to the total Exercise Price. The Committee
shall determine acceptable methods for tendering Common Stock as payment upon
exercise of an Option and may impose such limitations and prohibitions on the
use of the Common Stock for such purpose as it deems appropriate.

          (b) If the shares to be purchased are covered by an effective
registration statement under the Securities Act of 1933, as amended, any Option
may be exercised by a broker-dealer acting on behalf of an Optionee if (i) the
broker-dealer has received from the Company confirmation of the existence and
validity of the Option to be exercised, together with instructions from the
Optionee requesting the Company to deliver the shares of Common Stock subject to
such Option to the broker-dealer on behalf of the Optionee and specifying the
account into which such shares should be deposited, (ii) adequate provision has
been made with respect to the payment of any withholding taxes due upon such
exercise, and (iii) the broker-dealer and


                                        5



the Optionee have otherwise complied with Section 220.3(e)(4) of Regulation T,
12 CFR Part 220, or any successor provision, and any other applicable
regulations.

     12. Expiration of Options. (a) No Option shall be exercisable at any time
after the expiration of ten (10) years from the Date of Grant; provided,
however, that if the Optionee with respect to a Qualified Option is a 10-Percent
Stockholder on the Date of Grant of such Qualified Option, then such Option
shall not be exercisable after the expiration of five (5) years from its Date of
Grant.

          (b) In addition, if an Optionee ceases to be an Employee or
Non-Employee Director of the Company or any Subsidiary for any reason, such
Optionee's vested Options shall expire on the earlier of (1) the expiration date
contained in the corresponding Option Agreement, or (2) (a) 60 days following
the date such Optionee ceases to be an Employee or Non-Employee Director of the
Company or any Subsidiary, if such cessation of service is not due to the death,
Qualifying Retirement or permanent and total disability (within the meaning of
Section 22(e)(3) of the Code) of the Optionee, (b) 12 months following the date
such Optionee ceases to be an Employee or Non-Employee Director of the Company
or any Subsidiary, if such cessation of service is due to the death or permanent
and total disability (as defined above) of the Optionee, or (c) such later date
as may be set forth in the corresponding option agreement. Options held by an
Optionee who has retired pursuant to a Qualifying Retirement will remain
exercisable until the earlier of (i) the tenth anniversary of the date the
Option was granted, and (ii) the first anniversary of the Optionee's death. Upon
the death of an Optionee, any vested Option exercisable on the date of death may
be exercised by the Optionee's estate or by a person who acquires the right to
exercise such Option by bequest or inheritance or by reason of the death of the
Optionee, provided that such exercise occurs within the shorter of the remaining
option term of the Option and 12 months after the date of the Optionee's death.
Notwithstanding the foregoing, Qualified Options may only be exercised during
the Participant's lifetime, by the Participant.

          (c) Notwithstanding any provision of this Plan or any Option Agreement
to the contrary, no Optionee may, under any circumstances, exercise a vested
Option following termination of employment if the Optionee is discharged due to
the Optionee's willful or intentional fraud, embezzlement or other conduct
seriously detrimental to the Company or any Subsidiary. The determination of
whether or not an Optionee has been discharged for any of the reasons specified
in the preceding sentence will be made by the Committee or the Board.

     13. Option Financing. Upon the exercise of any Option granted under the
Plan, the Company may, but shall not be required to, make financing available to
the Participant for the purchase of shares of Common Stock pursuant to such
Option on such terms as the Board or the Committee may specify.

     14. Withholding of Taxes. The Board or the Committee shall make such
provisions and take such steps as it may deem necessary or appropriate for the
withholding of any taxes that the Company is required by any law or regulation
of any governmental authority to withhold in connection with any Option or
Restricted Stock including, but not limited to, withholding the issuance of all
or any portion of the shares of Common Stock subject to such Option or
Restricted Stock until the Participant reimburses the Company for the amount it
is required to withhold with respect to such taxes, canceling any portion of
such issuance in an amount


                                        6



sufficient to reimburse the Company for the amount it is required to withhold or
taking any other action reasonably required to satisfy the Company's withholding
obligation.

     15. Conditions Upon Issuance of Shares. (a) The Company shall not be
obligated to sell or issue any shares upon the exercise of any Option granted
under the Plan or to deliver Restricted Stock unless the issuance and delivery
of shares complies with all provisions of applicable federal and state
securities laws and the requirements of any national exchange or trading system
on which the Common Stock is then listed or traded.

          (b) As a condition to the exercise of an Option or the grant of
Restricted Stock, the Company may require the person exercising the Option or
receiving the grant of Restricted Stock to make such representations and
warranties as may be necessary to assure the availability of an exemption from
the registration requirements of applicable federal and state securities laws.

          (c) The Company shall not be liable for refusing to sell or issue any
shares covered by any Option or for refusing to issue Restricted Stock if the
Company cannot obtain authority from the appropriate regulatory bodies deemed by
the Company to be necessary to sell or issue such shares in compliance with all
applicable federal and state securities laws and the requirements of any
national exchange or trading system on which the Common Stock is then listed or
traded. In addition, the Company shall have no obligation to any Participant,
express or implied, to list, register or otherwise qualify the shares of Common
Stock covered by any Option or Restricted Stock.

          (d) No Participant will be, or will be deemed to be, a holder of any
Common Stock subject to an Option unless and until the Option is vested, and the
Participant has exercised the Option and paid the purchase price for the subject
shares of Common Stock. Options and shares of Restricted Stock that have not
fully vested shall be transferable only by will or the laws of descent and
distribution and Options shall be exercisable during the Participant's lifetime
only by such Participant; provided, however, that the Participant may transfer
his or her Options and/or unvested Restricted Stock without consideration, to
(i) the spouse, children or grandchildren of the Participant ("Immediate Family
Members"), (ii) a trust or trusts, or to a guardian under the Uniform Gift to
Minors Act, for the exclusive benefit of such Immediate Family Members, or (iii)
a partnership or other entity in which such Immediate Family Members are the
only partners, provided that subsequent transfers of transferred Options or
unvested shares of Restricted Stock shall be prohibited except by will or the
laws of descent and distribution. Following transfer, any such Options and/or
unvested shares of Restricted Stock shall continue to be subject to the same
terms and conditions as were applicable immediately prior to transfer, provided
that, for purposes of each award agreement and the vesting and expiration
provisions thereof, the terms "Participant" and "Optionee" shall be deemed to
refer to the transferee (however, the events of termination of employment, if
any, set forth in the agreement and the obligation to pay withholding taxes
shall continue to apply to the transferor). Notwithstanding the foregoing,
Qualified Options shall be nontransferable except by will or the laws of descent
and distribution, and may only be exercisable during the Participant's lifetime,
by the Participant.

     16. Restrictions on Shares. Shares of Common Stock issued pursuant to the
Plan may be subject to restrictions on transfer under applicable federal and
state securities laws. The Board may impose such additional restrictions on the
ownership and transfer of shares of


                                        7



Common Stock issued pursuant to the Plan as it deems desirable; any such
restrictions shall be set forth in any award agreement entered into hereunder.

     17. Modification of Awards. At any time and from time to time, the Board or
the Committee may execute an instrument providing for modification, extension or
renewal of any outstanding award, provided that no such modification, extension
or renewal shall (a) impair any award without the consent of the holder of the
award, or (b) decrease the exercise price of any Option without the consent of
the stockholders of the Company. Notwithstanding the foregoing, in the event of
a modification, extension or renewal of a Qualified Option, the Board or the
Committee may increase the exercise price of such Option if necessary to retain
the qualified status of such Option. Any amendment to the Plan shall apply to
all Options and shares of Restricted Stock outstanding at the time of such
amendment in addition to all awards granted thereafter, subject to the
limitations of clause (a) of the first sentence of this Section 17, but in no
event shall it apply to any Qualified Option if such action would cause the
Qualified Option to lose its tax-advantaged status.

     18. Effect of Change in Stock Subject to the Plan. In the event that each
of the outstanding shares of Common Stock (other than shares held by dissenting
stockholders) shall be changed into or exchanged for a different number or kind
of shares of stock of the Company or of another company (whether by reason of
merger, consolidation, recapitalization, reclassification, split-up, combination
of shares or otherwise), or in the event a stock split or stock dividend or
similar transaction occurs, then there shall be substituted for each share of
Common Stock then subject to Options or Restricted Stock awards or available for
Options or Restricted Stock awards, the number and kind of shares of stock into
which each outstanding share of Common Stock (other than shares held by
dissenting stockholders) shall be so changed or exchanged, or the number of
shares of Common Stock as is equitably required in the event of a stock split or
stock dividend or similar transaction, together with an appropriate adjustment
of the Exercise Price. The Board may, but shall not be required to, provide
additional anti-dilution protection to a Participant under the terms of the
Participant's Option or Restricted Stock agreement.

     19. Administration. (a) The Plan shall be administered by the Board or by a
committee of the Board comprised solely of two or more Non-Employee Directors
appointed by the Board who meet the independence standard established from time
to time by the New York Stock Exchange (the "Committee"). Options and Restricted
Stock may be granted under Sections 6 and 7, respectively, (i) by the Board as a
whole, or (ii) by majority agreement of the members of the Committee. Subject to
the limitations and qualifications set forth in this Plan, the Board or the
Committee shall determine the number of Options or shares of Restricted Stock to
be granted to each Participant, the number of shares subject to each Option or
Restricted Stock grant, the exercise price or prices of each Option, the vesting
and exercise period of each Option and the vesting and/or forfeiture provisions
relating to Restricted Stock, whether an Option may be exercised as to less than
all of the Common Stock subject thereto, and such other terms and conditions of
each Option or grant of Restricted Stock, if any, as are consistent with the
provisions of this Plan. To the extent permitted by applicable law (including
the Exchange Act and the Code), the Board or the Committee may at any given time
authorize an aggregate number of Options or shares of Restricted Stock to be
granted to eligible Employees, and then authorize one or more officers of the
Company (the "Authorized Officers") to allocate such awards among eligible
Employees; provided that the Authorized Officers may not allocate awards to
themselves or other executive officers, and the terms of the awards, including
the Exercise Price (if any)


                                        8



must be established by the Board or the Committee. Option agreements and
Restricted Stock agreements, in the forms as approved by the Board or the
Committee, and containing such terms and conditions consistent with the
provisions of this Plan as are determined by the Board or the Committee, may be
executed on behalf of the Company by the Chairman of the Board, the President or
any Vice President of the Company. The Board or the Committee shall have
complete authority to construe, interpret and administer the provisions of this
Plan and the provisions of the Option agreements and Restricted Stock agreements
granted hereunder; to prescribe, amend and rescind rules and regulations
pertaining to this Plan; to suspend or discontinue this Plan; and to make all
other determinations necessary or deemed advisable in the administration of the
Plan. The determinations, interpretations and constructions made by the Board or
the Committee shall be final and conclusive. No member of the Board or the
Committee shall be liable for any action taken, or failed to be taken, made in
good faith relating to the Plan or any award thereunder, and the members of the
Board or the Committee shall be entitled to indemnification and reimbursement by
the Company in respect of any claim, loss, damage or expense (including
attorneys' fees) arising therefrom to the fullest extent permitted by law.

          (b) Although the Board or the Committee may suspend or discontinue the
Plan at any time, all Qualified Options must be granted before February 24,
2007.

          (c) Subject to any applicable requirements of Rule 16b-3 or of any
national exchange or trading system on which the Common Stock is then listed or
traded, and subject to the stockholder approval requirements of Sections 422 and
162(m)(4)(C) of the Code, the Board may amend any provision of this Plan in any
respect in its discretion.

     20. Continued Employment Not Presumed. Nothing in this Plan or any document
describing it nor the grant of any Option or Restricted Stock shall give any
Participant the right to continue in the employment of the Company or affect the
right of the Company to terminate the employment of any such person with or
without cause.

     21. Liability of the Company. Neither the Company, its directors, officers
or employees or the Committee, nor any Subsidiary which is in existence or
hereafter comes into existence, shall be liable to any Participant or other
person if it is determined for any reason by the Internal Revenue Service or any
court having jurisdiction that any Qualified Option granted hereunder does not
qualify for tax treatment as an incentive stock option under Section 422 of the
Code.

     22. GOVERNING LAW. THE PLAN SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THE UNITED STATES, AS
APPLICABLE, WITHOUT REFERENCE TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

     23. Severability of Provisions. If any provision of this Plan is determined
to be invalid, illegal or unenforceable, such invalidity, illegality or
unenforceability shall not affect the remaining provisions of the Plan, but such
invalid, illegal or unenforceable provision shall be fully severable, and the
Plan shall be construed and enforced as if such provision had never been
inserted herein.

Last Amended and Restated February 28, 2005


                                        9

EX-10.2

                                                                    EXHIBIT 10.2


(DEAN FOODS(TM) LOGO)

                               DEAN FOODS COMPANY
                           THIRD AMENDED AND RESTATED
                             1989 STOCK AWARDS PLAN

     1. Purpose of the Plan. This Plan shall be known as the Dean Foods Company
Third Amended and Restated 1989 Stock Awards Plan. The purpose of the Plan is to
attract and retain the best available persons for positions of substantial
responsibility and to provide incentives to such persons to promote the success
of the business of Dean Foods Company and its subsidiaries.

     Certain options granted under this Plan are intended to qualify as
"incentive stock options" pursuant to Section 422 of the Internal Revenue Code
of 1986, as amended from time to time.

     2. Definitions. The following definitions are applicable to the Plan:

     "Authorized Officers" shall have the meaning set forth in Section 18
hereof.

     "Award" shall have the meaning set forth in Section 6 hereof.

     "Board" means the Board of Directors of the Company.

     "Change in Control" means (1) any "person" (as such term is used in Section
13(d) of the Exchange Act but specifically excluding the Company, any
wholly-owned subsidiary of the Company and/or any employee benefit plan
maintained by the Company or any wholly-owned subsidiary of the Company) becomes
the "beneficial owner" (as determined pursuant to Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing thirty
percent (30%) or more of the combined voting power of the Company's then
outstanding securities; or (2) during any period of two (2) consecutive years
(not including any period prior to the effective date of this amendment and
restatement), individuals who at the beginning of such period constitute the
members of the Board and any new director, whose election to the Board or
nomination for election to the Board by the Company's stockholders was approved
by a vote of at least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority of the Board; or (3) the Company or any Subsidiary shall
merge with or consolidate into any other company, other than a merger or
consolidation which would result in the holders of the voting securities of the
Company outstanding immediately prior thereto holding immediately



thereafter securities representing more than sixty percent (60%) of the combined
voting power of the voting securities of the Company or such surviving entity
(or its ultimate parent, if applicable) outstanding immediately after such
merger or consolidation; or (4) the stockholders of the Company approve a plan
of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's assets
or such a plan is commenced.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and any successor statute.

     "Committee" means the committee described in Section 18 that administers
the Plan or, if no such committee has been appointed, the full Board.

     "Common Stock" means the common stock, $0.01 par value per share, of the
Company. Except as otherwise provided herein, all Common Stock issued pursuant
to this Plan shall have the same rights as all other issued and outstanding
shares of Common Stock, including but not limited to voting rights, the right to
dividends, if declared and paid, and the right to pro rata distributions of the
Company's assets in the event of liquidation.

     "Company" means Dean Foods Company, a Delaware corporation formerly known
as Suiza Foods Corporation.

     "Consultant" means any consultant or advisor who renders bona fide services
to the Company or one of its Subsidiaries, which services are not in connection
with the offer or sale of securities in a capital-raising transaction.

     "Date of Grant" shall have the meaning set forth in Section 7 hereof.

     "Employee" means any officer or other key employee of the Company or one of
its Subsidiaries (including any director who is also an officer or key employee
of the Company or one of its Subsidiaries).

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Exercise Price" shall have the meaning set forth in Section 8 hereof.

     "Fair Market Value" means the closing sale price (or average of the quoted
closing bid and asked prices if there is no closing sale price reported) of the
Common Stock on the date specified as reported by the principal national
exchange or trading system on which the Common Stock is then listed or traded.
If there is no reported price information for the Common Stock, the Fair Market
Value will be determined by the Board or the Committee, in its sole discretion.
In making such determination, the Board or the Committee may, but shall not be
obligated to, commission and rely upon an independent appraisal of the Common
Stock.


                                        2



     "Immediate Family Members" shall have the meaning set forth in Section
14(d) hereof.

     "Non-Employee Director" means an individual who is a "non-employee
director" as defined in Rule 16b-3 under the Exchange Act and an "outside
director" within the meaning of Treasury Regulation Section 1.162-27(e)(3).

     "Nonqualified Option" means any Option that is not a Qualified Option.

     "Option" means a stock option granted pursuant to Section 6 of this Plan.

     "Optionee" means any Employee, Consultant or Non-Employee Director who
receives an Option.

     "Original Sponsor" shall have the meaning set forth in Section 3 hereof.

     "Participant" means any Employee, Consultant or Non-Employee Director who
receives an Award pursuant to this Plan.

     "Qualified Option" means any Option that is intended to qualify as an
"incentive stock option" within the meaning of Section 422 of the Code.

     "Qualifying Retirement" means retirement by a Participant from employment
or other service to the Company or any Subsidiary after such Participant reaches
the age of 65.

     "Restricted Stock" means Common Stock awarded to an Employee, Consultant or
Non-Employee Director pursuant to Section 6(c) of this Plan.

     "Rule 16b-3" means Rule 16b-3 of the rules and regulations under the
Exchange Act, as Rule 16b-3 may be amended from time to time, and any successor
provisions to Rule 16b-3 under the Exchange Act.

     "Subsidiary" means any now existing or hereinafter organized or acquired
company of which more than fifty percent (50%) of the issued and outstanding
voting interests are owned or controlled directly or indirectly by the Company
or through one or more Subsidiaries of the Company.

     "10-Percent Stockholder" shall have the meaning set forth in Section 8
hereof.

     3. Term of Plan. This Plan was adopted by the Company in December 2001 in
connection with the Company's acquisition of the former Dean Foods Company
(which company was merged into a Subsidiary of the Company now known as Dean
Holding Company) (such predecessor being herein referred to as the "Original
Sponsor"). Such adoption was approved by the shareholders of the Company at a
special meeting of shareholders held September 21, 2001. This Plan was first
adopted by the Board of


                                        3



Directors of the Original Sponsor on August 2, 1989. The Plan shall continue in
effect until terminated pursuant to Section 18 hereof.

     4. Shares Subject to the Plan. Upon completion of the acquisition of the
Original Sponsor by the Company on December 21, 2001, all outstanding Awards
under this Plan were automatically converted pursuant to the terms of the
Agreement and Plan of Merger dated April 4, 2001 by and among the Company (then
known as Suiza Foods Corporation), a Delaware corporation, Blackhawk Acquisition
Corp., a Delaware corporation and Dean Foods Company, a Delaware corporation
(now known as Dean Holding Company). From and after the effective date of such
acquisition, the number of shares of Common Stock which may be issued pursuant
to Awards granted under the Plan shall not exceed, in the aggregate, 3,789,728
shares (subject to adjustment as provided in Section 17 hereof) PLUS the number
of shares that would have been issuable under any Awards that, after December
21, 2001, expire unexercised or are cancelled, terminated, surrendered or
forfeited in any manner without the issuance of shares of Common Stock
thereunder, which shares shall again be available for the grant of additional
Awards under the Plan; provided that any individual grant may not exceed, in the
case of Options, 1,000,000 Options, and in the case of stock Awards, 500,000
shares. Shares of Common Stock issuable hereunder may be either authorized but
unissued shares, treasury shares, or a combination thereof, as the Committee
shall determine.

     5. Eligibility. Qualified Options may be granted under Section 6 of this
Plan to such Employees of the Company or its Subsidiaries as may be determined
by the Board or the Committee; other Awards may be granted under Section 6 of
the Plan to such Employees, Consultants and Non-Employee Directors of the
Company or its Subsidiaries as may be determined by the Board or the Committee

     6. Grant of Options, SARs, Restricted Stock, Performance Shares and Other
Awards. The Board or Committee may from time to time grant to eligible
Employees, in accordance with this paragraph 6 and the other provisions of this
Plan, Options, stock appreciation rights ("SARs"), Restricted Stock, performance
share awards and other awards (any award granted under this Plan being herein
referred to as an "Award"). Subject to the limitations and qualifications set
forth below or elsewhere in this Plan, the Board or the Committee (or the
Authorized Officers, to the extent permitted by Section 18 of this Plan) shall
determine the number of Options, shares of Restricted Stock or other Awards to
be granted, the number of shares subject to each Award, the Exercise Price of
each Option, the vesting and exercise period of each Award and such other terms
and conditions of each Award, if any, as are consistent with the provisions of
this Plan. All Awards must be evidenced by a written Award agreement, signed by
an authorized officer of the Company.

          (a) Options. Options granted under this Plan may be Qualified Options
within the meaning of Section 422A of the Code or any successor provision, or
Non-Qualified Options; except that Qualified Options may only be granted to
eligible Employees, and no Qualified Option may be granted under this Plan after
July 24, 2007. In connection with the granting of Qualified Options, the
aggregate Fair Market Value


                                        4



(determined at the Date of Grant of a Qualified Option) of the shares with
respect to which Qualified Options are exercisable for the first time by an
Optionee during any calendar year (under all such plans of the Optionee's
employer company and its parent and subsidiary corporations as defined in
Section 424(e) and (f) of the Code, or a corporation or a parent or subsidiary
corporation of such corporation issuing or assuming an Option in a transaction
to which Section 424(a) of the Code applies (collectively, such companies
described in this sentence are hereinafter referred to as "Related Companies"))
shall not exceed $100,000 or such other amount as from time to time provided in
Section 422(d) of the Code or any successor provision.

          (b) SARs.

               (i) Subject to the limitations set forth herein, an SAR shall
entitle its holder to receive from the Company, at the time of exercise of such
right, an amount equal to the excess of the fair market value (at the date of
exercise) of a share of Common Stock over a specified price fixed by the Board
or the Committee multiplied by the number of shares as to which the holder is
exercising the SAR. SARs may be in tandem with any previously or
contemporaneously granted Option or independent of any Option. The specified
price of a tandem SAR shall be the Option price of the related Option. The
amount payable may be paid by the Company in Common Stock (valued at its Fair
Market Value on the date of exercise), cash or a combination thereof, as the
Board or the Committee may determine, which determination may take into
consideration any preference expressed by the holder.

               (ii) To the extent a tandem SAR is exercised, the related Option
will be cancelled and, to the extent the related Option is exercised, the tandem
SAR will be cancelled.

          (c) Restricted Stock.

               (i) The Board or the Committee may award to any eligible
Employee, Non-Employee Director or Consultant shares of Common Stock, subject to
this paragraph 6(c) and such other terms and conditions as the Board or the
Committee may prescribe (such shares being called "Restricted Stock").

               (ii) There shall be established for each Restricted Stock Award a
restriction period (the "restriction period"), of such length as shall be
determined by the Board or the Committee. Shares of Restricted Stock may not be
sold, assigned, transferred, pledged or otherwise encumbered, except as
hereinafter provided, during the restriction period. Except for such
restrictions on transfer and such other restrictions as the Committee may
impose, the Participant shall have all the rights of a holder of Common Stock as
to such Restricted Stock. The Board or the Committee, in its sole discretion,
may permit or require the payment of any cash dividends to be deferred and, if
the Board or the Committee so determines, reinvested in additional Restricted
Stock or otherwise invested or accruing a yield.


                                        5



          (d) Performance Share Awards. A performance share Award shall entitle
its holder to receive from the Company, following the expiration of a period of
at least one fiscal year specified by the Committee or the Board (the
"performance measurement period"), cash or Common Stock or a combination thereof
as determined by the Committee or the Board (either at the time of grant or
thereafter) in an aggregate amount based on the level of achievement during the
performance measurement period of one or more Company financial performance
criteria (such criteria to be determined by the Board or the Committee in its
sole discretion). The aggregate amount received by a Participant shall be
determined by a formula for such Participant established by the Committee or the
Board not later than the ninetieth day of the performance measurement period.
The formula shall establish a range between a minimum level of achievement
before any amount will be received and a level of achievement at or above which
the maximum potential amount will be received.

          (e) Other Awards.

               (i) Other Awards may be granted under this Plan, including,
without limitation, convertible debentures, other convertible securities and
other forms of Award measured in whole or in part by the value of shares of
Common Stock, the performance of the Participant, or the performance of the
Company, any Subsidiary or any operating unit thereof. Such Awards may be
payable in Common Stock, cash or a combination thereof, and shall be subject to
such restrictions and conditions as the Board or the Committee shall determine.
At the time of such an Award, the Board or Committee shall, if applicable,
determine a performance period and performance goals to be achieved during the
performance period, subject to such later revisions as the Board or Committee
shall deem appropriate to reflect significant unforeseen events such as changes
in laws, regulations or accounting practices, unusual or nonrecurring items or
occurrences. Following the conclusion of each performance period, the Board or
Committee shall determine the extent to which performance goals have been
attained or a degree of achievement between maximum and minimum levels during
the performance period in order to evaluate the level of payment to be made, if
any.

               (ii) The purchase price per share of Common Stock under other
Awards involving the right to purchase Common Stock (including for this purpose
the right to purchase Common Stock upon the conversion of convertible
securities) shall be fixed by the Board or Committee at not less than 85% of the
Fair Market Value of a share of Common Stock on the date of Award and not less
than the par value of a share of Common Stock.

               (iii) A Participant may elect to defer all or a portion of any
such Award in accordance with procedures established by the Board or Committee.
Deferred amounts will be subject to such terms and conditions and shall accrue
such yield thereon (which may be measured by the Fair Market Value of the Common
Stock and dividends thereon) as the Board or Committee may determine. Payment of
deferred amounts may be in cash, Common Stock or a combination thereof, as the
Board or Committee may determine. Deferred amounts shall be considered an Award
under the Plan. The Board


                                        6



or Committee may establish a trust or trusts to hold deferred amounts or any
portion thereof for the benefit of Participants.

          (f) Cash Payments. SARs and Nonqualified Options may, in the Board's
or Committee's discretion, provide that in connection with exercises thereof the
holders will receive cash payments based on formulas designed to reimburse
holders for their income tax liability resulting from such exercise and the
payment made pursuant to this paragraph 6(f).

          (g) Surrender. If so provided by the Board or Committee at or
subsequent to the time of grant, an Award may be surrendered to the Company on
such terms and conditions, and for such consideration, as the Board or Committee
shall determine.

          (h) Foreign Alternatives. Without amending and notwithstanding the
other provisions of this Plan, in the case of any Award to be held by any
Participant who is employed outside the United States or who is a foreign
national, the Committee or the Board may specify that such Award shall be made
on such terms and conditions different from those specified in the Plan as may,
in the judgment of the Committee or the Board, be necessary or desirable to
further the purposes of the Plan.

     7. Date of Grant. The date of grant of an Award granted under this Plan
(the "Date of Grant") shall be the date on which the Board or the Committee
grants the Award or, if the Board or the Committee so determines, the date
specified by the Board or the Committee as the date the Award is to be
effective. Notice of the grant shall be given to each Participant to whom an
Award is granted promptly after the date of such grant.

     8. Price. The exercise price for each Option (the "Exercise Price") granted
pursuant to Section 6 of this Plan shall be determined by the Board or the
Committee at the Date of Grant; provided, however, that the Exercise Price (a)
for any Qualified Option shall not be less than 100% of the Fair Market Value of
the Common Stock on the day before the Date of Grant, and (b) for any
Nonqualified Option, not less than 85% of the Fair Market Value of the Common
Stock on the Date of Grant. If the Optionee owns on the Date of Grant more than
10 percent of the total combined voting power of all classes of stock of the
Company or its parent or any of its Subsidiaries, as more fully described in
Section 422(b)(6) of the Code or any successor provision (such stockholder is
referred to herein as a "10-Percent Stockholder"), the Exercise Price for any
Qualified Option granted to such Optionee shall not be less than 110% of the
Fair Market Value of the Common Stock on the day before the Date of Grant. The
Board or the Committee in its discretion may award shares of Restricted Stock,
Performance Share Awards and other Awards not involving the right to purchase
Common Stock under Section 6 of this Plan to Participants without requiring the
payment of cash consideration for such shares.

     9. Vesting. (a) Subject to the provisions of this Plan, each Award granted
under this Plan shall vest or be subject to forfeiture in accordance with the
provisions set


                                        7



forth in the applicable Award agreement. If no vesting provisions are set forth
in an Award agreement, the Award shall vest ratably over a three-year period.

          (b) In addition to the vesting provisions contained in each Option
agreement, each Option granted under the Plan shall also be subject to the
following additional vesting provisions:

               (i) Each unvested Option shall immediately vest in full upon the
death of the holder of such Option;

               (ii) Each unvested Option shall immediately vest in full upon any
Change in Control;

               (iii) Each unvested Option shall immediately vest in full upon
the permanent and total disability (as defined within the meaning of Section
22(e)(3) of the Code) of the holder of such Option; and

               (iv) In the event of the Qualifying Retirement of an Optionee,
all unvested Options held by such Optionee shall automatically vest in full as
of the effective date of such Optionee's Qualifying Retirement.

     10. Exercise. (a) An Award will not be deemed to be validly exercised, and
shares will not be issued, until payment of any applicable Exercise Price is
received by the Company. A Participant may pay the Exercise Price of an Award by
the delivery of cash, check or wire transfer, or in shares of Common Stock
already owned by the Participant, or a combination of the foregoing having a
total Fair Market Value on the date of payment equal to the total Exercise
Price. The Committee shall determine acceptable methods for tendering Common
Stock as payment upon exercise of an Option and may impose such limitations and
prohibitions on the use of the Common Stock for such purpose as it deems
appropriate.

          (b) If the shares to be issued upon the exercise of an Award are
covered by an effective registration statement under the Securities Act of 1933,
as amended, any Award may be exercised by a broker-dealer acting on behalf of a
Participant if (i) the broker-dealer has received from the Participant or the
Company a fully- and duly-endorsed agreement evidencing such Award, together
with instructions signed by the Participant requesting the Company to deliver
the shares of Common Stock subject to such Award to the broker-dealer on behalf
of the Participant and specifying the account into which such shares should be
deposited, (ii) adequate provision has been made with respect to the payment of
any withholding taxes due upon such exercise, and (iii) the broker-dealer and
the Participant have otherwise complied with Section 220.3(e)(4) of Regulation
T, 12 CFR Part 220, or any successor provision, and any other applicable
regulations.

     11. Expiration of Awards. If a Participant ceases to be an Employee or
Non-Employee Director of the Company or any Subsidiary for any reason, unless
the Award


                                        8



agreement provides otherwise, such Participant's unexercised Awards (whether
vested or not) shall expire on the earlier of (1) the expiration date contained
in the corresponding Award agreement, or (2) (a) 60 days following the date such
Participant ceases to be an Employee or Non-Employee Director of the Company or
any Subsidiary, if such cessation of service is not due to the death, Qualifying
Retirement or permanent and total disability (within the meaning of Section
22(e)(3) of the Code) of the Participant, (b) 12 months following the date such
Participant ceases to be an Employee or Non-Employee Director of the Company or
any Subsidiary, if such cessation of service is due to the death or permanent
and total disability (as defined above) of the Participant, or (c) such later
date as may be set forth in the corresponding option agreement. Awards held by a
Participant who has retired pursuant to a Qualifying Retirement will remain
exercisable until the earlier of (i) the date indicated in the applicable Award
agreement, and (ii) the first anniversary of the Participant's death. Upon the
death of a Participant, any vested and unexercised Award may be exercised by the
Participant's estate or by a person who acquires the right to exercise such
Award by bequest or inheritance or by reason of the death of the Participant,
provided that such exercise occurs within both the remaining term of the Award
and 12 months after the date of the Participant's death. Notwithstanding the
foregoing, Qualified Options may only be exercised during the Participant's
lifetime by the Participant.

     Notwithstanding any provision of this Plan or any Award agreement to the
contrary, no Participant may, under any circumstances, exercise a vested Award
following termination of employment if the Participant is discharged due to the
Participant's willful or intentional fraud, embezzlement or other conduct
seriously detrimental to the Company or any Subsidiary. The determination of
whether or not a Participant has been discharged for any of the reasons
specified in the preceding sentence will be made by the Committee or the Board.

     12. Option Financing. Upon the exercise of any Option granted under this
Plan, the Company may, but shall not be required to, make financing available to
the Participant for the purchase of shares of Common Stock pursuant to such
Option on such terms as the Board or the Committee may specify.

     13. Withholding of Taxes. The Board or the Committee shall make such
provisions and take such steps as it may deem necessary or appropriate for the
withholding of any taxes that the Company is required by any law or regulation
of any governmental authority to withhold in connection with any Award
including, but not limited to, withholding the issuance of all or any portion of
the shares of Common Stock subject to such Award until the Participant
reimburses the Company for the amount it is required to withhold with respect to
such taxes, canceling any portion of such issuance in an amount sufficient to
reimburse the Company for the amount it is required to withhold or taking any
other action reasonably required to satisfy the Company's withholding
obligation.

     14. Conditions Upon Issuance of Shares. (a) The Company shall not be
obligated to sell or issue any shares upon the exercise or vesting of any Award
granted


                                        9



under the Plan unless the issuance and delivery of shares complies with all
provisions of applicable federal and state securities laws and the requirements
of any national exchange or trading system on which the Common Stock is then
listed or traded.

          (b) As a condition to the issuance of Common Stock pursuant to any
Award, the Company may require the recipient of such Award to make such
representations and warranties as may be necessary to assure the availability of
an exemption from the registration requirements of applicable federal and state
securities laws.

          (c) The Company shall not be liable for refusing to sell or issue any
shares pursuant to any Award if the Company cannot obtain authority from the
appropriate regulatory bodies deemed by the Company to be necessary to sell or
issue such shares in compliance with all applicable federal and state securities
laws and the requirements of any national exchange or trading system on which
the Common Stock is then listed or traded. In addition, the Company shall have
no obligation to any Participant, express or implied, to list, register or
otherwise qualify the shares of Common Stock covered by any Award.

          (d) No Participant will be, or will be deemed to be, a holder of any
Common Stock subject to an Award unless and until the Award is vested, the
Participant has exercised the Award, if applicable, paid any applicable Exercise
Price for the subject shares of Common Stock and received the shares. Unless an
award agreement provides otherwise, each unexercised Award (whether vested or
not) shall be transferable only by will or the laws of descent and distribution;
provided, however, that the Participant may transfer his or her unexercised
Award (other than Qualified Options) without consideration to (i) the spouse,
children or grandchildren of the Participant ("Immediate Family Members"), (ii)
a trust or trusts, or to a guardian under the Uniform Gift to Minors Act, for
the exclusive benefit of such Immediate Family Members, or (iii) a partnership
or other entity in which such Immediate Family Members are the only partners,
provided that subsequent transfers of transferred Awards shall be prohibited
except by will or the laws of descent and distribution. Following transfer, any
such Awards shall continue to be subject to the same terms and conditions as
were applicable immediately prior to transfer, provided that, for purposes of
each Award agreement and Section 10 hereof, the terms "Optionee" or
"Participant" shall be deemed to refer to the transferee (however, the events of
termination of employment, if any, set forth in the agreement and the obligation
to pay withholding taxes shall continue to apply to the transferor).
Notwithstanding the foregoing, Qualified Options shall be nontransferable except
by will or the laws of descent and distribution, and may only be exercisable
during the Participant's lifetime, by the Participant.

     15. Restrictions on Shares. Shares of Common Stock issued pursuant to this
Plan may be subject to restrictions on transfer under applicable federal and
state securities laws. The Board may impose such additional restrictions on the
ownership and transfer of shares of Common Stock issued pursuant to the Plan as
it deems desirable; any such restrictions shall be set forth in any Award
agreement entered into hereunder.


                                       10



     16. Modification of Awards. At any time and from time to time, the Board or
the Committee may execute an instrument providing for modification, extension or
renewal of any outstanding Award, provided that no such modification, extension
or renewal shall impair any Award without the consent of the holder of the
Award. Notwithstanding the foregoing, in the event of a modification, extension
or renewal of a Qualified Option, the Board or the Committee may increase the
exercise price of such Option if necessary to retain the qualified status of
such Option. Any amendment to the Plan shall apply to all Awards outstanding at
the time of such amendment in addition to all Awards granted thereafter, subject
to the limitations of the first sentence in this Section 16, but in no event
shall it apply to any Qualified Option if such action would cause the Qualified
Option to lose its tax-advantaged status.

     17. Effect of Change in Stock Subject to the Plan. In the event that each
of the outstanding shares of Common Stock (other than shares held by dissenting
stockholders) shall be changed into or exchanged for a different number or kind
of shares of stock of the Company or of another company (whether by reason of
merger, consolidation, recapitalization, reclassification, split-up, combination
of shares or otherwise), or in the event a stock split or stock dividend or
similar transaction occurs, then there shall be substituted for each share of
Common Stock then subject to Awards or available for Awards the number and kind
of shares of stock into which each outstanding share of Common Stock (other than
shares held by dissenting stockholders) shall be so changed or exchanged, or the
number of shares of Common Stock as is equitably required in the event of a
stock split or stock dividend or similar transaction, together with an
appropriate adjustment of the Exercise Price. The Board may, but shall not be
required to, provide additional anti-dilution protection to a Participant under
the terms of the Participant's Award agreement.

     18. Administration. (a) The Plan shall be administered by the Board or by a
committee of the Board comprised solely of two or more Non-Employee Directors
appointed by the Board who meet the independence standard established from time
to time by the New York Stock Exchange (the "Committee"). Awards may be granted
under Section 6 (i) by the Board as a whole, or (ii) by majority agreement of
the members of the Committee. In addition, to the extent permitted by applicable
law (including the Exchange Act and the Code), the Board or the Committee may at
any given time authorize an aggregate number of Awards to be granted to eligible
Employees, and then authorize one or more officers of the Company (the
"Authorized Officers") to allocate such Awards among eligible Employees;
provided that the Authorized Officers may not allocate Awards to themselves or
other executive officers, and the terms of the Awards, including the Exercise
Price (if any) must be established by the Board or the Committee. Award
agreements, in the forms as approved by the Board or the Committee, and
containing such terms and conditions consistent with the provisions of this Plan
as are determined by the Board or the Committee, may be executed on behalf of
the Company by the Chairman of the Board, the President or any Vice President of
the Company. The Board or the Committee shall have complete authority to
construe, interpret and administer the provisions of this Plan and the
provisions of the Award agreements


                                       11



granted hereunder; to prescribe, amend and rescind rules and regulations
pertaining to this Plan; to suspend or discontinue this Plan; and to make all
other determinations necessary or deemed advisable in the administration of this
Plan. The determinations, interpretations and constructions made by the Board or
the Committee shall be final and conclusive. No member of the Board or the
Committee shall be liable for any action taken, or failed to be taken, made in
good faith relating to this Plan or any Award thereunder, and the members of the
Board or the Committee shall be entitled to indemnification and reimbursement by
the Company in respect of any claim, loss, damage or expense (including
attorneys' fees) arising therefrom to the fullest extent permitted by law.

          (b) Subject to any applicable requirements of Rule 16b-3 or of any
national exchange or trading system on which the Common Stock is then listed or
traded, and subject to the stockholder approval requirements of Sections 422 and
162(m)(4)(C) of the Code, the Board may amend any provision of this Plan in any
respect in its discretion.

     19. Continued Employment Not Presumed. Nothing in this Plan or any document
describing it nor the grant of any Award shall give any Participant the right to
continue in the employment of the Company or affect the right of the Company to
terminate the employment of any such person with or without cause. No Employee
shall have a right to be selected as a Participant, or, having been so selected,
to be selected again as a Participant.

     20. Liability of the Company. Neither the Company, its directors, officers
or Employees or the Committee, nor any Subsidiary which is in existence or
hereafter comes into existence, shall be liable to any Participant or other
person if it is determined for any reason by the Internal Revenue Service or any
court having jurisdiction that any Qualified Option granted hereunder does not
qualify for tax treatment as an incentive stock option under Section 422 of the
Code.

     21. GOVERNING LAW. THIS PLAN SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THE UNITED STATES, AS
APPLICABLE, WITHOUT REFERENCE TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

     22. Severability of Provisions. If any provision of this Plan is determined
to be invalid, illegal or unenforceable, such invalidity, illegality or
unenforceability shall not affect the remaining provisions of the Plan, but such
invalid, illegal or unenforceable provision shall be fully severable, and the
Plan shall be construed and enforced as if such provision had never been
inserted herein.

                 Last Amended and Restated February 28, 2005


                                       12

EX-10.4

                                                                    EXHIBIT 10.4


                               DEAN FOODS COMPANY

                 POST-2004 EXECUTIVE DEFERRED COMPENSATION PLAN


                                                                               .
                                                                               .
                                                                               .

                               DEAN FOODS COMPANY

                 POST-2004 EXECUTIVE DEFERRED COMPENSATION PLAN

                                Table of Contents



                                                                            Page
                                                                            ----
                                                                      
ARTICLE I      DEFINITIONS...............................................     1

ARTICLE II     ELIGIBILITY...............................................     3

ARTICLE III    CREDITS TO ACCOUNT........................................     3

ARTICLE IV     BENEFITS..................................................     5

ARTICLE V      PAYMENT OF BENEFITS AT TERMINATION........................     6

ARTICLE VI     IN-SERVICE WITHDRAWALS....................................     7

ARTICLE VII    ADMINISTRATION OF THE PLAN................................     8

ARTICLE VIII   CLAIMS REVIEW PROCEDURE...................................     9

ARTICLE IX     LIMITATION OF RIGHTS......................................    10

ARTICLE X      LIMITATION  OF ASSIGNMENT AND PAYMENTS TO LEGALLY
                  INCOMPETENT DISTRIBUTEE................................    11

ARTICLE XI     AMENDMENT TO OR TERMINATION OF THE PLAN...................    11

ARTICLE XII    GENERAL AND MISCELLANEOUS.................................    11




                               DEAN FOODS COMPANY
                 POST-2004 EXECUTIVE DEFERRED COMPENSATION PLAN

                                    PREAMBLE

     WHEREAS, Dean Foods Company (the "Company"), a corporation formed under the
laws of the State of Delaware, sponsors the Dean Foods Company Executive
Deferred Compensation Plan (the "Pre-2005 Plan") for the exclusive benefit of a
select group of management and highly compensated employees of the Company and
its affiliates to provide an additional means by which such employees may defer
funds for their retirement;

     WHEREAS, the American Jobs Creation Act of 2004 imposes new restrictions on
deferred compensation arrangements for compensation earned after 2004;

     WHEREAS, the Company desires to establish a new plan to be known as the
Dean Foods Company Post-2004 Executive Deferred Compensation Plan (the "Plan")
to provide for the deferral of compensation after 2004;

     NOW, THEREFORE, the Company hereby adopts the Plan to read as follows:

                                   ARTICLE I

                                  DEFINITIONS

     1.1 "Account" shall mean the individual bookkeeping record established by
the Committee showing the monetary value of the interest in the Plan of each
Participant or Beneficiary.

     1.2 "Affiliate" shall mean a member of a controlled group of corporations
(as defined in Section 414(b) of the Code), a group of trades or businesses
(whether or not incorporated) which are under common control (as defined in
Section 414(c) of the Code), or an affiliated service group (as defined in
Section 414(m) of the Code) of which the Company is a member; and any entity
otherwise required to be aggregated with the Company pursuant to Section 414(o)
of the Code or the regulations issued thereunder; and any other entity in which
the Company has an ownership interest and to which the Company elects to make
participation in the Plan available.

     1.3 "Annual Compensation" shall mean the salary, bonuses and commissions
paid or accrued by the Company or an Affiliate to an employee as remuneration
for personal services rendered during each Plan Year, as reported on the
employee's federal income tax withholding statement or statements (IRS Form W-2
or its subsequent equivalent), together with any amounts not includable in such
employee's gross income pursuant to Sections 125 or 402(g) of the Code, and any
amounts deferred by such employee pursuant to Section 3.1 hereof. The term
"Annual Compensation" shall also include any amounts paid as director's fees to
members of the Board or members of the board of directors of an Affiliate.



     1.4 "Beneficiary" shall mean the Beneficiary designated by each Participant
under the 401(k) Plan; provided, however, that a Participant may designate a
different Beneficiary hereunder by delivering to the Committee a written
beneficiary designation, in the form provided by the Committee, and executed
specifically with respect to this Plan.

     1.5 "Board" shall mean the Board of Directors of the Company.

     1.6 "Code" shall mean the Internal Revenue Code of 1986, as it may be
amended from time to time, and the rules and regulations promulgated thereunder.

     1.7 "Committee" shall mean the Compensation Committee of the Board.

     1.8 "Company" shall mean Dean Foods Company or its successor or successors.

     1.9 "Company Contribution Account" shall mean the subaccount of each
Participant's Account showing the monetary value of the Participant's interest
in the Plan which is attributable to matching or profit sharing contributions
credited pursuant to Sections 3.2 and 3.3.

     1.10 "Disability" shall mean the Participant either (a) is unable to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, or (b) is,
by reason of any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, receiving income replacement benefits for a
period of not less than 3 months under an accident and health plan covering
employees of the Company.

     1.11 "Effective Date" shall mean January 1, 2005.

     1.12 "401(k) Plan" shall mean the Dean Foods 401(k) Plan.

     1.13 "Participant" shall mean an individual who has been designated by the
Committee as being eligible to participate in the Plan.

     1.14 "Performance-Based Compensation" shall mean compensation earned by a
Participant based on satisfaction of variable and contingent individual or
organizational performance criteria not readily ascertainable at the time the
election is made and is based on services to be performed over a period of at
least 12 months.

     1.15 "Performance Period" shall mean the period over which
Performance-Based Compensation is earned.

     1.16 "Plan" shall mean the Dean Foods Company Post-2004 Executive Deferred
Compensation Plan set forth in this document, as it may be amended from time to
time.

     1.17 "Plan Year" shall mean the twelve-month period beginning each January
1 and ending each December 31.


                                       -2-



     1.18 "Profit Sharing Credit" shall mean the amount contributed to the
Participant's Account as a profit sharing credit pursuant to Section 3.3 hereof.

     1.19 "Trust" shall mean the Dean Foods Company Executive Deferred
Compensation Plan Trust.

     1.20 "Valuation Date" shall mean each business day on which the financial
markets are open for trading activity or such other dates as may be established
by the Committee.

                                   ARTICLE II

                                  ELIGIBILITY

     Participation in the Plan shall be made available to a select group of
individuals, as determined by the Board or the Committee, who are providing
services to the Company or an Affiliate in key positions of management and
responsibility. Participation in the Plan shall also be made available to
members of the Board and any outside directors of subsidiaries of the Company.
Such individuals may elect to participate hereunder by executing a participation
agreement in such form and at such time as the Committee shall require, provided
that each participation agreement shall be executed no later than the day
immediately preceding the Plan Year for which an individual elects to make
contributions to the Plan in accordance with the provisions of Section 3.1
hereof for compensation other than Performance-Based Compensation, and not later
than six months before the end of the Performance Period, for Performance-Based
Compensation. Notwithstanding the foregoing, in the first year in which an
individual becomes eligible to participate in the Plan, he may elect to
participate in the Plan by executing a participation agreement, in such form as
the Committee shall require, within thirty (30) days after the date on which he
is notified by the Committee of his eligibility to participate in the Plan or,
with respect to Performance-Based Compensation, such later date as is specified
in the preceding sentence. The election to participate in the Plan for a
Participant first enrolled during a Plan Year shall become effective as of the
first full payroll period beginning on or after the Committee's receipt of his
participation agreement. The determination as to the eligibility of any
individual to participate in the Plan shall be in the sole and absolute
discretion of the Committee, whose decision in that regard shall be conclusive
and binding for all purposes hereunder.

                                  ARTICLE III

                               CREDITS TO ACCOUNT

     3.1 For any Plan Year, a Participant may, in the manner and at the time
prescribed by the Committee, irrevocably elect to defer a portion of the Annual
Compensation otherwise payable to such Participant with respect to such Plan
Year, not to exceed the maximum amount established by the Committee. Any amount
deferred, pursuant to this Article III, from the Annual Compensation otherwise
payable to a Participant shall be transferred to the Trust and credited to the
Account of such Participant as soon as practicable after the date on which such
amounts would otherwise have been paid to the Participant.


                                       -3-



     3.2 The Committee shall credit a matching contribution, calculated as
provided in this Section 3.2, to the Company Contribution Account of each
Participant who has deferred amounts under the Plan during any Plan Year
pursuant to Section 3.1 above. The matching contribution, if any, shall be
computed as follows: (i) the Committee shall first compute a maximum matching
contribution for each Participant for a Plan Year, on the salary deferrals made
by the Participant under the 401(k) plan in which the Participant participates,
using the formula applied by such 401(k) plan with respect to percentage of
salary deferrals matched and the maximum percentage of compensation which is
subject to the match, but using the Participant's Annual Compensation as defined
in this Plan up to the maximum compensation that may be considered on behalf of
a participant under such 401(k) plan (unless otherwise approved by the Board of
Directors of the Company); (ii) the Committee shall then determine the amount of
matching contributions made for the Participant under such 401(k) plan; and
(iii) the difference between (i) and (ii), if any, is the matching contribution
to be credited to the Participant's Company Contribution Account under the Plan.
The Committee shall credit a matching contribution, if any, to the Participant's
Company Contribution Account as soon as administratively practicable following
the end of the Plan Year in which the 401(k) plan year ends, and the Company
shall transfer a similar amount to the Trust as soon as administratively
practicable following such date. A member of the Board or an outside director of
a subsidiary who participates in the Plan is not eligible for matching
contributions.

     3.3 For each Plan Year, the Committee shall credit each Participant's
Company Contribution Account with an amount that represents a Profit Sharing
Credit. The Profit Sharing Credit shall be equal in amount to the additional
contribution, if any, which would have been allocated as a non-matching
contribution to the Participant's account in the 401(k) plan in which the
Participant is eligible to participate, if the Participant had not elected to
defer, pursuant to this Plan, Annual Compensation that otherwise would have been
paid during the plan year of the 401(k) plan which ends in the Plan Year. The
Committee shall credit the Profit Sharing Credit to the Company Contribution
Account of each Participant entitled thereto as soon as administratively
practicable following the end of the Plan Year. A member of the Board or an
outside director of a subsidiary who participates in the Plan is not eligible
for a Profit Sharing Credit.

     3.4 At the time of making the deferrals elections described in Section 3.1
and at such other times as is allowed by the Committee, the Participant shall
designate, on a form provided by the Committee, the types of investments,
including life insurance policies, in which the Participant's Account will be
deemed to be invested for purposes of determining the amount of earnings to be
credited to that Account. On a quarterly or other basis selected by the
Committee, the Committee shall credit to each Participant's Account an amount
equal to the interest, earnings or losses that would have resulted to the
Account if the amounts credited to the Account were invested as elected by the
Participant. If the Participant designates a deemed investment in a life
insurance policy, the rate of earnings to be credited to such Participant's
Account shall be as set forth in a split-dollar life insurance agreement or
other agreement concerning such a policy.

     3.5 At any time, the Company may, in its sole discretion, credit an amount
on behalf of a particular Participant to his or her account. The crediting of
such an amount shall be evidenced by providing the Participant a notice or
statement specifying the amount of the credit.


                                       -4-



Thereafter, the amount credited to the Participant's Account shall be subject to
all of the same terms and provisions as amounts credited to the Account under
Sections 3.1 through 3.4 of the Plan.

                                   ARTICLE IV

                                    BENEFITS

     4.1 After the death of a Participant, the Beneficiary of such Participant
shall be entitled to the entire value of all amounts credited to such
Participant's Account, determined as of the Valuation Date coincident with or
preceding the date of distribution, including any additional amount credited to
such Participant's Account as a result of life insurance proceeds payable on the
Participant's death.

     4.2 After the Disability of a Participant, such Participant shall be
entitled to the entire value of all amounts credited to such Participant's
Account, determined as of the Valuation Date coincident with or preceding the
date of Disability. Such amount shall be payable to the Participant at the time
and in the manner determined by the Committee.

     4.3 After a Participant's employment terminates or such Participant ceases
to be a member of the Board or a board of directors of a subsidiary for any
reason other than death or Disability, such Participant shall be entitled to the
entire value of all amounts credited to the Account of such Participant,
determined as of the Valuation Date coincident with or preceding the date of
distribution, except that the Participant shall only be entitled to the vested
portion, if any, of his Company Contribution Account. The vested portion of a
Participant's Company Contribution Account shall be determined by applying the
Participant's vesting percentage calculated pursuant to the terms of the 401(k)
Plan. In addition to crediting service with Related Employers, as that term is
defined in the 401(k) Plan, the Company will credit service with organizations
and their predecessors in which the Company owns an interest but which do not
qualify as Related Employers.

     4.4 To the extent allowed by regulations issued by the U.S. Department of
the Treasury, if there is a change in the ownership or effective control of the
employer of the Participant (or the employer's parent) or in the ownership of a
substantial portion of the assets of the employer of the Participant
(hereinafter collectively called a "Change in Control"), the Plan shall
distribute the Accounts of all Participants employed by such employer or its
subsidiaries impacted by such Change in Control, in a single lump sum within 30
days after such Change in Control or at such later date as is required by such
regulations. The determination of whether a Change in Control has occurred and
whether a distribution may be made to the Participants shall be made based on
the definition of a Change in Control that is found in the regulations issued by
the U.S. Department of the Treasury under Section 409A of the Code, which
regulations are incorporated herein by reference.


                                       -5-



                                   ARTICLE V

                       PAYMENT OF BENEFITS AT TERMINATION

     5.1 In the case of a Participant who terminates employment with the Company
or ceases to be a member of the Board or an outside director of a subsidiary of
the Company, the amount credited to the Participant's Account (provided it is
more than $25,000 or such smaller amount allowed by regulations issued by the
U.S. Department of the Treasury) shall be paid in cash, to the Participant, at
the time the distribution of the Account is to commence, from among the
following optional forms of benefit as elected by the Participant on the form
provided by the Company upon his or her initial participation in the Plan:

     (1)  a lump sum distribution;

     (2)  substantially equal annual installments over five (5) years; or

     (3)  substantially equal annual installments over ten (10) years.

     Notwithstanding the Participant's distribution election, if the amount
credited to a Participant's Account is equal to or less than $25,000 (or such
smaller amount allowed by regulations issued by the U.S. Department of the
Treasury), at the time distribution of the Account is to commence, payment will
be made in a lump sum, and even if installment payments have commenced under
this Section 5.1, at such time as the value of such remaining amounts is $25,000
(or such smaller amount allowed by regulations issued by the U.S. Department of
the Treasury), all remaining amounts credited to a Participant's Account shall
be distributed in a lump sum.

     Payment shall commence as soon as practicable following the Participant's
termination of employment with the Company or termination as a member of the
Board or a director of a subsidiary of the Company, or, if so elected by the
Participant in the Participant's deferral election form provided by the
Committee, as soon as practicable during the calendar year following the year in
which such event occurs. If installment payments are made, the unpaid balance of
the Participant's Account shall continue to share in the income and losses
attributable thereto, in accordance with the provisions of the Trust, during the
period for which installment payments are made. To the extent allowed by
regulations issued by the U.S. Department of the Treasury, a Participant may
modify the time or form of benefit that he or she has previously elected, as
long as he or she provides the Committee with written notice at least one (1)
year in advance of the effective date of the change and as long as the change
postpones the payment(s) at least five years after their scheduled payment
date(s).

     5.2 Payment of a Participant's benefit on account of death shall be made to
the Beneficiary of such Participant in a lump sum in cash as soon as practicable
following the Committee's receipt of proper notice of such Participant's death.

     5.3 Notwithstanding the provisions of Sections 5.1 or 5.2, and to the
extent allowed by regulations issued by the U.S. Department of the Treasury, the
benefits payable hereunder may be paid before they would otherwise be payable
if, based on a change in the federal or applicable state tax or revenue laws, a
published ruling or similar announcement issued by the Internal Revenue Service,
a regulation issued by the U.S. Department of the Treasury, a decision


                                       -6-



by a court of competent jurisdiction involving a Participant or a Beneficiary,
or a closing agreement made under Section 7121 of the Code that is approved by
the Internal Revenue Service and involves a Participant, the Committee
determines that a Participant has or will recognize income for federal or state
income tax purposes with respect to amounts that are or will be payable under
the Plan before they otherwise would be paid. The amount of any payments
pursuant to this Section 5.3 shall not exceed the lesser of: (a) the amount in
the Participant's Account or (b) the amount of taxable income with respect to
which the tax liability is assessed or determined.

     5.4 The payment of benefits under the Plan shall begin at the date
specified in accordance with the provisions of Sections 5.1 and 5.2 hereof;
provided that, in case of administrative necessity, the starting date of payment
of benefits may be delayed up to thirty (30) days as long as such delay does not
result in the Participant's or Beneficiary's receiving the distribution in a
different taxable year than if no such delay had occurred.

                                   ARTICLE VI

                             IN-SERVICE WITHDRAWALS

     6.1 In the event of an unforeseeable emergency, a Participant may make a
request to the Committee for a withdrawal from the Account of such Participant.
For purposes of this Section, the term "unforeseeable emergency" shall mean a
severe financial hardship to the Participant resulting from an illness or
accident of the Participant, the Participant's spouse, or a dependent [as
defined in Section 152(a) of the Code] of the Participant, loss of the
Participant's property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant. Any determination of the existence of an unforeseeable
emergency and the amount to be withdrawn on account thereof shall be made by the
Committee, in its sole and absolute discretion. However, notwithstanding the
foregoing, a withdrawal will not be permitted to the extent that the financial
hardship is or may be relieved: (i) through reimbursement or compensation by
insurance or otherwise; (ii) by liquidation of the Participant's assets, to the
extent that liquidation of such assets would not itself cause severe financial
hardship; or (iii) by cessation of deferrals under this Plan. In no event shall
the need to send a Participant's child to college or the desire to purchase a
home be deemed to constitute an unforeseeable emergency. No member of the
Committee shall vote or decide upon any matter relating to the determination of
the existence of such member's own financial hardship or the amount to be
withdrawn on account thereof. A request for a hardship withdrawal must be made
in the manner prescribed by the Committee, and must be expressed as a specific
dollar amount. The amount of a hardship withdrawal may not exceed the amount
required to meet the severe financial hardship plus the amount needed to pay
taxes reasonably anticipated as a result of the distribution. All hardship
withdrawals shall be paid in a lump sum in cash.

     6.2 On a form prescribed by the Committee, a Participant, prior to the
beginning of any Plan Year, can elect to receive that Plan Year's deferrals made
pursuant to Section 3.1, matching contributions credited pursuant to Section
3.2, additional credits made that Plan Year pursuant to Sections 3.3, 3.4, or
3.5 and earnings thereon, at a date specified by the Participant. Such date
shall be no earlier than two (2) years from the last day of the Plan Year for
which the deferrals and matching and other credits are made. A Participant may
extend the scheduled in-


                                       -7-



service withdrawal date for any Plan Year, as long as the Participant provides
advance written notice to the Committee at least one year before the scheduled
payment date, and such extension is for a period of not less than five years
from the previous, scheduled in-service withdrawal date. Any withdrawal under
this Section 6.2 shall be made in a single lump sum, in cash.

     6.3 Withdrawals shall be charged pro rata to the investment options in
which amounts credited to a Participant's Account are deemed to be invested
pursuant to Section 3.4 hereof.

                                  ARTICLE VII

                           ADMINISTRATION OF THE PLAN

     7.1 The Plan shall be administered by the Committee. The members of the
Committee shall not receive compensation with respect to their services for the
Committee. The members of the Committee shall serve without bond or security for
the performance of their duties hereunder unless applicable law makes the
furnishing of such bond or security mandatory or unless required by the Company.

     7.2 The Committee shall perform any act which the Plan authorizes expressed
by a vote at a meeting or in a writing signed by a majority of its members
without a meeting. The Committee may, by a writing signed by a majority of its
members, appoint any member of the Committee to act on behalf of the Committee.
Any person who is a member of the Committee shall not vote or decide upon any
matter relating solely to such member or vote in any case in which the
individual right or claim of such member to any benefit under the Plan is
particularly involved. If, in any matter or case in which a person is so
disqualified to act, the remaining persons constituting the Committee cannot
resolve such matter or case, the Board will appoint a temporary substitute to
exercise all the powers of the disqualified person concerning the matter or case
in which such person is disqualified.

     7.3 The Committee may designate in writing other persons to carry out its
responsibilities under the Plan, and may remove any person designated to carry
out its responsibilities under the Plan by notice in writing to that person. The
Committee may employ persons to render advice with regard to any of its
responsibilities. All usual and reasonable expenses of the Committee shall be
paid by the Company. The Company shall indemnify and hold harmless each member
of the Committee from and against any and all claims and expenses (including,
without limitation, attorneys' fees and related costs), in connection with the
performance by such member of duties in that capacity, other than any of the
foregoing arising in connection with the willful neglect or willful misconduct
of the person so acting.

     7.4 The Committee shall establish rules and procedures, not contrary to the
provisions of the Plan, for the administration of the Plan and the transaction
of its business. The Committee shall determine the eligibility of any individual
to participate in the Plan, shall interpret the Plan in its sole and absolute
discretion, and shall determine all questions arising in the administration,
interpretation and application of the Plan. All determinations of the Committee
shall be conclusive and binding on all employees, Participants and
Beneficiaries.


                                       -8-



     7.5 Any action to be taken hereunder by the Company shall be taken by
resolution adopted by the Board or by a committee thereof; provided, however,
that by resolution, the Board or a committee thereof may delegate to any officer
of the Company the authority to take any such actions hereunder.

                                  ARTICLE VIII

                             CLAIMS REVIEW PROCEDURE

     8.1 In the event that a Participant or Beneficiary is denied a claim for
benefits under this Plan (the "Claimant"), the Committee shall provide to the
Claimant written notice of the denial within 90 days after the claim is filed
(45 days in the case of a Disability claim) unless an extension of time for
processing the claim is necessary because more information is needed (or, in the
case of a Disability claim, an extension is necessary for reasons beyond the
control of the Committee), in which case a decision will be rendered not later
than 180 days (75 days in the case of a Disability claim which may be further
extended to 105 days if the additional extension is necessary due to reasons
beyond the control of the Committee) after the initial receipt of the claim. If
such an extension of time for processing the claim is required, written notice
of the extension and additional information that is necessary to process the
claim will be furnished to the Claimant prior to the expiration of the initial
90-day (or 45-day) period and will indicate the special circumstances requiring
an extension of time for processing the claim and will indicate the date the
Committee expects to render its decision. In no event will such extension exceed
a period of 90 days from the end of the initial period. The notice shall set
forth:

     (a)  the specific reason or reasons for the denial;

     (b)  specific references to pertinent Plan provisions on which the
          Committee based its denial;

     (c)  a description of any additional material or information needed for the
          Claimant to perfect the claim and an explanation of why the material
          or information is needed;

     (d)  if the claim is a claim for a Disability benefit, the Participant will
          be notified if an internal rule, guideline, protocol or other similar
          criterion was relied on by the Committee and the Participant will be
          provided with a copy of such rule, guideline, protocol, or other
          criterion free of charge on the Participant's request. If the claim is
          a claim for a Disability benefit and the denial is based on a medical
          necessity or other similar exclusion or limit, the Participant will be
          provided, free of charge at his or her request, an explanation of how
          that exclusion or limit and any clinical judgments apply to the
          Participant's medical circumstances.

     (e)  a statement that the Claimant may:

          (i) request a review upon written application to the Committee;

          (ii) review pertinent Plan documents; and


                                       -9-



          (iii) submit issues and comments in writing; and

     (f)  that any appeal the Claimant wishes to make of the adverse
          determination must be in writing and received by the Committee within
          60 days (180 days in the case of a Disability claim) after receipt of
          the Committee's notice of denial of benefits. The Committee's notice
          must further advise the Claimant that failure to appeal the action to
          the Committee in writing within the 60-day (or 180-day) period will
          render the Committee's determination final, binding, and conclusive.

     8.2 If the Claimant should appeal to the Committee, the Claimant, or the
duly authorized representative of such Claimant, may submit, in writing,
whatever issues and comments such Claimant, or the duly authorized
representative of such Claimant, feels are pertinent. The Committee shall
re-examine all facts related to the appeal and make a final determination as to
whether the denial of benefits is justified under the circumstances. The
Committee shall advise the Claimant in writing of its decision on the appeal,
the specific reasons for the decision, and the specific Plan provisions on which
the decision is based. The notice of the decision shall be given within 60 days
(45 days in the case of a Disability claim) of the Claimant's written request
for review, unless special circumstances (such as a hearing) would make the
rendering of a decision within the 60-day (or 45-day) period infeasible, but in
no event shall the Committee render a decision regarding the denial of a claim
for benefits later than 120 days (90 days in the case of a Disability claim)
after its receipt of a request for review. If an extension of time for review is
required because of special circumstances, written notice of the extension shall
be furnished to the Claimant prior to the date the extension period commences.
The Claimant will also be entitled to receive, on request and free of charge,
access to and copies of all documents, records, and other information relevant
to the claim. In addition, if the claim is a claim for a Disability benefit, the
Participant will be notified if an internal rule, guideline, protocol or other
similar criterion was relied on by the Committee and will be provided with a
copy of such rule, guideline, protocol, or other criterion free of charge at
your request. If the claim is a claim for a Disability benefit and the denial is
based on a medical necessity or other similar exclusion or limit, the
Participant will be provided, free of charge at his or her request, an
explanation of how that exclusion or limit and any clinical judgments apply to
the Participant's medical circumstances. In the case of a Disability claim, the
review on appeal must be made by a different decision-maker from the Committee
and that decision-maker cannot give procedural deference to the original
decision. If the Claimant is dissatisfied with the Committee's (or other
independent fiduciary's) review decision, the Claimant has the right to file
suit in a federal or state court.

                                   ARTICLE IX

                              LIMITATION OF RIGHTS

     The establishment of this Plan shall not be construed as giving to any
Participant, employee of the Company or any person whomsoever, any legal,
equitable or other rights against the Company, or its officers, directors,
agents or shareholders, or as giving to any Participant or Beneficiary any
equity or other interest in the assets or business of the Company or shares of
Company stock or as giving any employee the right to be retained in the
employment of the


                                      -10-



Company. All employees of the Company and Participants shall be subject to
discharge to the same extent they would have been if this Plan had never been
adopted.

                                   ARTICLE X

                      LIMITATION OF ASSIGNMENT AND PAYMENTS
                       TO LEGALLY INCOMPETENT DISTRIBUTEE

     10.1 No benefits which shall be payable under the Plan to any person shall
be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge, and any attempt to anticipate,
alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose
of the same shall be void. No benefit shall in any manner be subject to the
debts, contracts, liabilities, engagements or torts of any person, nor shall it
be subject to attachment or legal process for or against any person, except to
the extent required by law.

     10.2 Whenever any benefit which shall be payable under the Plan is to be
paid to or for the benefit of any person who is then a minor or determined by
the Committee, on the basis of qualified medical advice, to be incompetent, the
Committee need not require the appointment of a guardian or custodian, but shall
be authorized to cause the same to be paid over to the person having custody of
the minor or incompetent, or to cause the same to be paid to the minor or
incompetent without the intervention of a guardian or custodian, or to cause the
same to be paid to a legal guardian or custodian of the minor or incompetent, if
one has been appointed, or to cause the same to be used for the benefit of the
minor or incompetent.

                                   ARTICLE XI

                     AMENDMENT TO OR TERMINATION OF THE PLAN

     The Committee and the Board reserve the right at any time to amend or
terminate the Plan in whole or in part. No amendment shall have the effect of
retroactively depriving Participants or Beneficiaries of rights already accrued
under the Plan. Upon termination of the Plan, the Committee may, in its sole and
absolute discretion, and notwithstanding any other provision hereunder to the
contrary, direct that all benefits hereunder will be paid as soon as
administratively practicable thereafter.

                                  ARTICLE XII

                           GENERAL AND MISCELLANEOUS

     12.1 In the event that any provision of this Plan shall be declared illegal
or invalid for any reason, said illegality or invalidity shall not affect the
remaining provisions of this Plan but shall be fully severable and this Plan
shall be construed and enforced as if said illegal or invalid provision had
never been inserted herein.

     12.2 The Section headings and numbers are included only for convenience of
reference and are not to be taken as limiting or extending the meaning of any of
the terms and provisions


                                      -11-



of this Plan. Whenever appropriate, words used in the singular shall include the
plural or the plural may be read as the singular.

     12.3 The validity and effect of this Plan and the rights and obligations of
all persons affected hereby shall be construed and determined in accordance with
the laws of the State of Texas unless superseded by federal law.

     12.4 The Company is not required to set aside any assets for payment of the
benefits provided under this Plan. A Participant shall have no security interest
in any amounts credited hereunder on such Participant's behalf. It is the
Company's intention that this Plan be construed as a plan which is unfunded and
maintained primarily for the purpose of providing deferred compensation for a
select group of highly compensated employees.

     12.5 All amounts payable hereunder shall be reduced by any and all federal,
state and local taxes imposed upon the Participant or a Beneficiary which are
required to be paid or withheld by the Company.

     IN WITNESS WHEREOF, Dean Foods Company, the Company, has caused this
document to be executed on this _____ day of March, 2005, but effective as of
the first day of January, 2005.

                                        COMPANY:

                                        DEAN FOODS COMPANY


                                        By:
                                            ------------------------------------


                                      -12-

EX-10.6

                                                                               .
                                                                               .
                                                                               .
                                                                    EXHIBIT 10.6


                               DEAN FOODS COMPANY
                      EXECUTIVE INCENTIVE COMPENSATION PLAN

                      
PURPOSE:                 To (i) align executive compensation with the long-term
                         interests of our shareholders, (ii) motivate executive
                         management to create sustained shareholder value, and
                         (iii) ensure retention of key executive personnel by
                         ensuring that compensation remains competitive.

PARTICIPANTS:            The executive officers of Dean Foods Company, including
                         the Chief Executive Officer ("CEO"), the Chief
                         Financial Officer, the Chief Administrative Officer and
                         General Counsel and the Senior Vice President -
                         Corporate Development of Dean Foods Company ("Dean
                         Foods"), the President of the Dean Dairy Group, and the
                         President of WhiteWave Foods (the "Participants").

TARGET BONUS:            Each Participant will have a target bonus equal to a
                         specified percentage of his or her base salary that
                         could range from approximately 50% to 150% of his or
                         her base salary, as determined by the Compensation
                         Committee of the Board of Directors of Dean Foods (the
                         "Committee") in its sole discretion (the "Target
                         Bonus"). The amount of the Target Bonus to be paid will
                         range from 0% to 200% of the Target Bonus, depending on
                         the level of achievement of the performance criteria
                         established by the Committee.

CORPORATE PARTICIPANT    Each executive officer of Dean Foods who is a
BONUS CRITERIA:          Participant in the Plan, other than the Presidents of
                         Dean Dairy Group and WhiteWave Foods, (the "Corporate
                         Participants") will be eligible to receive incentive
                         compensation based on Dean Foods' achievement of its
                         (i) adjusted earnings per share target for each
                         calendar year and (ii) targeted growth in adjusted
                         earnings per share over the prior year, in each case as
                         determined each year and as may be modified from time
                         to time by the Committee.

                         EPS TARGET COMPONENT. 40%(1) of a Corporate
                         Participant's Target Bonus will be determined based
                         upon the percentage that Dean Foods' fully diluted
                         earnings per share for the year, before non-recurring
                         items and restructuring charges ("Adjusted EPS") bears
                         to the Adjusted EPS target (the "EPS Target Component")
                         and the payout percentages determined by the Committee.
                         No bonuses will be paid based on the EPS Target
                         Component unless Adjusted EPS exceeds a specified
                         minimum percentage of the Adjusted EPS target,
                         which percentage shall be determined annually
                         by the Committee.

                         EPS GROWTH COMPONENT. 40%(1) of a Corporate
                         Participant's Target Bonus will be determined based on
                         growth in Adjusted EPS over the prior year's Adjusted
                         EPS (the "EPS Component") and the payout percentages
                         determined by the Committee. No bonuses will be paid
                         based on the EPS Growth Component unless the growth in
                         Adjusted EPS equals or exceeds the growth target
                         established by the Committee.



- ----------
(1) 50% for CEO


                                                                               1



                      
                         INDIVIDUAL COMPONENT. The remaining 20% of the Target
                         Bonus for each Corporate Participant (other than the
                         CEO) will be determined based on the Individual
                         Component described below.

WHITEWAVE FOODS          80% of the Target Bonus for the President of WhiteWave
CRITERIA:                Foods will be based on the business unit achieving
                         specified targets for (i) net sales, (ii) operating
                         margin and (iii) operating income (before management
                         fees) for the year, as determined annually by the
                         Committee.

                         Performance against the specified targets will be
                         determined by calculating the percentage that actual
                         performance in each category bears to the applicable
                         target and averaging the three percentages (the
                         "Average Performance Percentage") and applying the
                         payout percentages determined by the Committee.

                         The remaining 20% of the Target Bonus for each
                         WhiteWave Participant will be based on the Individual
                         Component described below.

DAIRY GROUP CRITERIA:    40% of the Target Bonus for the President of the Dairy
                         Group (the "Growth Component") will be based on the
                         growth in operating income for the Dairy Group for the
                         year over operating income for the preceding year, as
                         the same may be adjusted by the Compensation Committee
                         (the "Baseline Operating Income"), (i) 40% of his
                         Target Bonus (the "Operating Income Component") will be
                         based on the Dairy Group achieving its annual operating
                         income target as determined annually by the Committee
                         (the "Operating Income Target") and (ii) the remaining
                         20% of his Target Bonus will be based on the Individual
                         Component described below. No portion of the Growth
                         Component of the Target Bonus will be paid unless
                         actual operating income exceeds minimum specified
                         growth over the prior year's Baseline Operating Income
                         as determined annually by the Committee.




                                                                               2


                      
                         Any operating income resulting from acquisitions made
                         during the year (or directly related costs) shall be
                         excluded from the calculation of annual operating
                         income for purposes of both the Growth Component and
                         the Operating Income Component.

INDIVIDUAL COMPONENT:    A portion (20%) of the Target Bonus of each Participant
                         (other than the CEO) will be based on his or her
                         attainment of individual performance objectives
                         established or approved by the Committee and
                         generally relating to (i) promoting and instituting a
                         culture of compliance with the Company's Code of
                         Ethics and other policies, and (ii) the achievement of
                         financial, operating or strategic goals established
                         from time to time, with the balance of the Target Bonus
                         (80%) being determined based on the other components
                         applicable to such Participant. In the event the
                         individual's business unit or company results exceed
                         targets, the individual payout percentage will be
                         increased (but not decreased) by the applicable payout
                         percentage for such company or business unit.

ADJUSTMENT OF TARGETS:   Upon the recommendation of the CEO, the Committee may
                         (but has no obligation to) adjust any of the bonus
                         targets upon the occurrence of extraordinary events or
                         circumstances. Significant acquisitions or dispositions
                         of assets or companies or issuances or repurchases of
                         common stock or other equity interests may, at the
                         Committee's discretion, result in an adjustment to a
                         target.

ELIGIBILITY:             A Participant must be a full time employee as of the
                         date payments under the Plan are made to be eligible to
                         receive a bonus. Bonus payments are typically made
                         within 60 days of the end of the applicable measurement
                         year.

SPECIAL AWARDS:          Upon recommendation of the CEO, the Committee may make
                         special awards to Participants in the Plan in
                         recognition of extraordinary achievement which has
                         created or will create long-term value for Dean Foods
                         and its shareholders. These awards may take the form of
                         restricted stock, stock options or additional cash
                         compensation.




                                                                               3

EX-10.8

                                                                    EXHIBIT 10.8


                               DEAN FOODS COMPANY

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                                                                               .
                                                                               .
                                                                               .

                               DEAN FOODS COMPANY

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                Table of Contents



                                                                            Page
                                                                            ----
                                                                      
ARTICLE I      DEFINITIONS...............................................     1

ARTICLE II     ELIGIBILITY...............................................     3

ARTICLE III    CREDITS TO ACCOUNT........................................     3

ARTICLE IV     BENEFITS..................................................     3

ARTICLE V      ADMINISTRATION OF THE PLAN................................     4

ARTICLE VI     CLAIMS REVIEW PROCEDURE...................................     5

ARTICLE VII    LIMITATION OF RIGHTS......................................     6

ARTICLE VIII   LIMITATION OF ASSIGNMENT AND PAYMENTS TO LEGALLY
                  INCOMPETENT DISTRIBUTEE................................     7

ARTICLE IX     AMENDMENT TO OR TERMINATION OF THE PLAN...................     7

ARTICLE X      GENERAL AND MISCELLANEOUS.................................     7




                               DEAN FOODS COMPANY
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                    PREAMBLE

     WHEREAS, Dean Foods Company (the "Company") has determined that employees
who earn compensation in excess of the compensation that can be taken into
account under the Dean Foods 401(k) Plan (the "401(k) Plan") do not receive
retirement benefits from the Company that are equivalent, as a percentage of
total compensation, to the benefits provided to other employees;

     WHEREAS, due the statutory limitations applicable to the 401(k) Plan, such
highly compensated employees may not receive adequate benefits from the 401(k)
Plan to adequately provide for their retirement needs;

     WHEREAS, the Company has determined that it is appropriate to provide
additional benefits to such employees in a nonqualified deferred compensation
arrangement with respect to the compensation that cannot be taken into account
under the 401(k) Plan;

     NOW, THEREFORE, the Company hereby adopts the Dean Foods Company
Supplemental Executive Retirement Plan (the "Plan"), reading as follows:

                                   ARTICLE I

                                  DEFINITIONS

     1.1 "Account" shall mean the individual bookkeeping record established by
the Committee showing the monetary value of the interest in the Plan of each
Participant or Beneficiary.

     1.2 "Affiliate" shall mean a member of a controlled group of corporations
(as defined in Section 414(b) of the Code), a group of trades or businesses
(whether or not incorporated) which are under common control (as defined in
Section 414(c) of the Code), or an affiliated service group (as defined in
Section 414(m) of the Code) of which the Company is a member; and any entity
otherwise required to be aggregated with the Company pursuant to Section 414(o)
of the Code or the regulations issued thereunder; and any other entity in which
the Company has an ownership interest and to which the Company elects to make
participation in the Plan available.

     1.3 "Beneficiary" shall mean the Beneficiary designated by each Participant
under the 401(k) Plan; provided, however, that a Participant may designate a
different Beneficiary hereunder by delivering to the Committee a written
beneficiary designation, in the form provided by the Committee, and executed
specifically with respect to this Plan.

     1.4 "Board" shall mean the Board of Directors of the Company.



     1.5 "Code" shall mean the Internal Revenue Code of 1986, as it may be
amended from time to time, and the rules and regulations promulgated thereunder.

     1.6 "Committee" shall mean the Compensation Committee of the Board.

     1.7 "Company" shall mean Dean Foods Company or its successor or successors.

     1.8 "Covered Compensation" shall mean the total salary and bonuses paid by
the Company or an Affiliate to an employee as remuneration for personal services
rendered during each Plan Year, as reported on the employee's federal income tax
withholding statement or statements (IRS Form W-2 or its subsequent equivalent),
together with any amounts not includable in such employee's gross income
pursuant to Sections 125 or 402(g) of the Code, any amounts deferred by such
employee pursuant to the Dean Foods Company Post-2004 Executive Deferred
Compensation Plan, and any amounts withheld from such salary or bonuses pursuant
to a court order.

     1.9 "Disability" shall mean the Participant either (a) is unable to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, or (b) is,
by reason of any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, receiving income replacement benefits for a
period of not less than 3 months under an accident and health plan covering
employees of the Company.

     1.10 "Effective Date" shall mean January 1, 2005.

     1.11 "Excess Compensation" shall mean that portion of the Participant's
Covered Compensation which is in excess of the limitation found in Section
401(a)(17) of the Code, or its successor, for the Plan Year.

     1.12 "Participant" shall mean an individual who earns Excess Compensation
during a Plan Year or in a prior Plan Year on or after January 1, 2005.

     1.13 "Plan" shall mean the Dean Foods Company Supplemental Executive
Retirement Plan set forth in this document, as it may be amended from time to
time.

     1.14 "Plan Year" shall mean the twelve-month period beginning each January
1 and ending each December 31.

     1.15 "Trust" shall mean the Dean Foods Company Supplemental Executive
Retirement Trust.

     1.16 "Valuation Date" shall mean each business day on which the financial
markets are open for trading activity or such other dates as may be established
by the Committee.


                                       -2-



                                   ARTICLE II

                                   ELIGIBILITY

     A Participant shall participate in the Plan each Plan Year, commencing in
2005, in which he or she has Excess Compensation. A Participant who has Excess
Compensation for a Plan Year shall be entitled to continue to participate in the
Plan until his or her Account is paid in full even though the Participant may
not be entitled to credits to his or her Account during one or more Plan Years
because such Participant does not have Excess Compensation.

                                  ARTICLE III

                               CREDITS TO ACCOUNT

     3.1 The Committee shall credit to a Participant's Account an amount equal
to 4% of such Participant's Excess Compensation for the Plan Year. Such credit
shall be made on or before March 15th of the Plan Year following the Plan Year
in which such Excess Compensation is paid. An amount equal to the amount
credited to the Participant's Account shall be transferred to the Trust by March
31st of the Plan Year following the Plan Year in which the Excess Compensation
is paid.

     3.2 At such times as is allowed by the Committee and pursuant to the
procedure specified by the Committee, the Participant shall designate, from the
investment alternatives selected by the Committee, the investments in which the
Participant's Account will be deemed to be invested for purposes of determining
the amount of earnings to be credited to that Account. On the basis selected by
the Committee, the Committee shall credit to each Participant's Account an
amount equal to the interest, earnings or losses that would have resulted to the
Account if the amounts credited to the Account were invested as elected by the
Participant.

                                   ARTICLE IV

                                    BENEFITS

     4.1 After the death of a Participant, the Beneficiary of such Participant
shall be paid in a lump sum the entire value of all amounts credited to such
Participant's Account, determined as of the Valuation Date coincident with or
immediately preceding the date of distribution.

     4.2 As soon as administratively possible after the Committee determines
that the Participant has a Disability, such Participant shall be paid in a lump
sum the entire value of all amounts credited to such Participant's Account,
determined as of the Valuation Date coincident with or immediately preceding the
date of distribution.

     4.3 After a Participant's employment terminates, such Participant shall be
paid in a lump sum the entire value of all amounts credited to the Account of
such Participant, determined as of the Valuation Date coincident with or
immediately preceding the date of distribution.


                                       -3-



     4.4 To the extent allowed by regulations issued by the U.S. Department of
the Treasury, if there is a change in the ownership or effective control of the
employer of the Participant (or the employer's parent) or in the ownership of a
substantial portion of the assets of the employer of the Participant
(hereinafter collectively called a "Change in Control"), the Plan shall
distribute the Accounts of all Participants employed by such employer or its
subsidiaries impacted by such Change in Control, in a single lump sum within 30
days after such Change in Control or at such later date as is required by such
regulations. The determination of whether a Change in Control has occurred and
whether a distribution may be made to the Participants shall be made based on
the definition of a Change in Control that is found in the regulations issued by
the U.S. Department of the Treasury under Section 409A of the Code, which
regulations are incorporated herein by reference.

                                   ARTICLE V

                           ADMINISTRATION OF THE PLAN

     5.1 The Plan shall be administered by the Committee. The members of the
Committee shall not receive compensation with respect to their services for the
Committee. The members of the Committee shall serve without bond or security for
the performance of their duties hereunder unless applicable law makes the
furnishing of such bond or security mandatory or unless required by the Company.

     5.2 The Committee shall perform any act which the Plan authorizes expressed
by a vote at a meeting or in a writing signed by a majority of its members
without a meeting. The Committee may, by a writing signed by a majority of its
members, appoint any member of the Committee to act on behalf of the Committee.
Any person who is a member of the Committee shall not vote or decide upon any
matter relating solely to such member or vote in any case in which the
individual right or claim of such member to any benefit under the Plan is
particularly involved. If, in any matter or case in which a person is so
disqualified to act, the remaining persons constituting the Committee cannot
resolve such matter or case, the Board will appoint a temporary substitute to
exercise all the powers of the disqualified person concerning the matter or case
in which such person is disqualified.

     5.3 The Committee may designate in writing other persons to carry out its
responsibilities under the Plan, and may remove any person designated to carry
out its responsibilities under the Plan by notice in writing to that person. The
Committee may employ persons to render advice with regard to any of its
responsibilities. All usual and reasonable expenses of the Committee shall be
paid by the Company. The Company shall indemnify and hold harmless each member
of the Committee from and against any and all claims and expenses (including,
without limitation, attorneys' fees and related costs), in connection with the
performance by such member of duties in that capacity, other than any of the
foregoing arising in connection with the willful neglect or willful misconduct
of the person so acting.

     5.4 The Committee shall establish rules and procedures, not contrary to the
provisions of the Plan, for the administration of the Plan and the transaction
of its business. The Committee shall determine the eligibility of any individual
to participate in the Plan, shall interpret the Plan in its sole and absolute
discretion, and shall determine all questions arising in the administration,


                                       -4-



interpretation and application of the Plan. All determinations of the Committee
shall be conclusive and binding on all employees, Participants and
Beneficiaries.

     5.5 Any action to be taken hereunder by the Company shall be taken by
resolution adopted by the Board or by a committee thereof; provided, however,
that by resolution, the Board or a committee thereof may delegate to any officer
of the Company the authority to take any such actions hereunder.

                                   ARTICLE VI

                            CLAIMS REVIEW PROCEDURE

     6.1 In the event that a Participant or Beneficiary is denied a claim for
benefits under this Plan (the "Claimant"), the Committee shall provide to the
Claimant written notice of the denial within 90 days after the claim is filed
(45 days in the case of a Disability claim) unless an extension of time for
processing the claim is necessary because more information is needed (or, in the
case of a Disability claim, an extension is necessary for reasons beyond the
control of the Committee), in which case a decision will be rendered not later
than 180 days (75 days in the case of a Disability claim which may be further
extended to 105 days if the additional extension is necessary due to reasons
beyond the control of the Committee) after the initial receipt of the claim. If
such an extension of time for processing the claim is required, written notice
of the extension and additional information that is necessary to process the
claim will be furnished to the Claimant prior to the expiration of the initial
90-day (or 45-day) period and will indicate the special circumstances requiring
an extension of time for processing the claim and will indicate the date the
Committee expects to render its decision. In no event will such extension exceed
a period of 90 days from the end of the initial period. The notice shall set
forth:

     (a)  the specific reason or reasons for the denial;

     (b)  specific references to pertinent Plan provisions on which the
          Committee based its denial;

     (c)  a description of any additional material or information needed for the
          Claimant to perfect the claim and an explanation of why the material
          or information is needed;

     (d)  if the claim is a claim for a Disability benefit, the Participant will
          be notified if an internal rule, guideline, protocol or other similar
          criterion was relied on by the Committee and the Participant will be
          provided with a copy of such rule, guideline, protocol, or other
          criterion free of charge on the Participant's request. If the claim is
          a claim for a Disability benefit and the denial is based on a medical
          necessity or other similar exclusion or limit, the Participant will be
          provided, free of charge at his or her request, an explanation of how
          that exclusion or limit and any clinical judgments apply to the
          Participant's medical circumstances.

     (e)  a statement that the Claimant may:

          (i)  request a review upon written application to the Committee;


                                       -5-



          (ii) review pertinent Plan documents; and

          (iii) submit issues and comments in writing; and

     (f)  that any appeal the Claimant wishes to make of the adverse
          determination must be in writing and received by the Committee within
          60 days (180 days in the case of a Disability claim) after receipt of
          the Committee's notice of denial of benefits. The Committee's notice
          must further advise the Claimant that failure to appeal the action to
          the Committee in writing within the 60-day (or 180-day) period will
          render the Committee's determination final, binding, and conclusive.

     6.2 If the Claimant should appeal to the Committee, the Claimant, or the
duly authorized representative of such Claimant, may submit, in writing,
whatever issues and comments such Claimant, or the duly authorized
representative of such Claimant, feels are pertinent. The Committee shall
re-examine all facts related to the appeal and make a final determination as to
whether the denial of benefits is justified under the circumstances. The
Committee shall advise the Claimant in writing of its decision on the appeal,
the specific reasons for the decision, and the specific Plan provisions on which
the decision is based. The notice of the decision shall be given within 60 days
(45 days in the case of a Disability claim) of the Claimant's written request
for review, unless special circumstances (such as a hearing) would make the
rendering of a decision within the 60-day (or 45-day) period infeasible, but in
no event shall the Committee render a decision regarding the denial of a claim
for benefits later than 120 days (90 days in the case of a Disability claim)
after its receipt of a request for review. If an extension of time for review is
required because of special circumstances, written notice of the extension shall
be furnished to the Claimant prior to the date the extension period commences.
The Claimant will also be entitled to receive, on request and free of charge,
access to and copies of all documents, records, and other information relevant
to the claim. In addition, if the claim is a claim for a Disability benefit, the
Participant will be notified if an internal rule, guideline, protocol or other
similar criterion was relied on by the Committee and will be provided with a
copy of such rule, guideline, protocol, or other criterion free of charge at
your request. If the claim is a claim for a Disability benefit and the denial is
based on a medical necessity or other similar exclusion or limit, the
Participant will be provided, free of charge at his or her request, an
explanation of how that exclusion or limit and any clinical judgments apply to
the Participant's medical circumstances. In the case of a Disability claim, the
review on appeal must be made by a different decision-maker from the Committee
and that decision-maker cannot give procedural deference to the original
decision. If the Claimant is dissatisfied with the Committee's (or other
independent fiduciary's) review decision, the Claimant has the right to file
suit in a federal or state court.

                                  ARTICLE VII

                              LIMITATION OF RIGHTS

     The establishment of this Plan shall not be construed as giving to any
Participant, employee of the Company or any person whomsoever, any legal,
equitable or other rights against the Company, or its officers, directors,
agents or shareholders, or as giving to any Participant or Beneficiary any
equity or other interest in the assets or business of the Company or shares of


                                       -6-



Company stock or as giving any employee the right to be retained in the
employment of the Company. All employees of the Company and Participants shall
be subject to discharge to the same extent they would have been if this Plan had
never been adopted.

                                  ARTICLE VIII

                      LIMITATION OF ASSIGNMENT AND PAYMENTS
                       TO LEGALLY INCOMPETENT DISTRIBUTEE

     8.1 No benefits which shall be payable under the Plan to any person shall
be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge, and any attempt to anticipate,
alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose
of the same shall be void. No benefit shall in any manner be subject to the
debts, contracts, liabilities, engagements or torts of any person, nor shall it
be subject to attachment or legal process for or against any person, except to
the extent required by law.

     8.2 Whenever any benefit which shall be payable under the Plan is to be
paid to or for the benefit of any person who is then a minor or determined by
the Committee, on the basis of qualified medical advice, to be incompetent, the
Committee need not require the appointment of a guardian or custodian, but shall
be authorized to cause the same to be paid over to the person having custody of
the minor or incompetent, or to cause the same to be paid to the minor or
incompetent without the intervention of a guardian or custodian, or to cause the
same to be paid to a legal guardian or custodian of the minor or incompetent, if
one has been appointed, or to cause the same to be used for the benefit of the
minor or incompetent.

                                   ARTICLE IX

                     AMENDMENT TO OR TERMINATION OF THE PLAN

     The Board and the Committee reserve the right at any time to amend or
terminate the Plan in whole or in part. No amendment shall have the effect of
retroactively depriving Participants or Beneficiaries of rights already accrued
under the Plan. Upon termination of the Plan, the Committee may, in its sole and
absolute discretion, and notwithstanding any other provision hereunder to the
contrary, direct that all benefits hereunder will be paid as soon as
administratively practicable thereafter.

                                   ARTICLE X

                            GENERAL AND MISCELLANEOUS

     10.1 In the event that any provision of this Plan shall be declared illegal
or invalid for any reason, said illegality or invalidity shall not affect the
remaining provisions of this Plan but shall be fully severable and this Plan
shall be construed and enforced as if said illegal or invalid provision had
never been inserted herein.


                                       -7-



     10.2 The Article headings and numbers are included only for convenience of
reference and are not to be taken as limiting or extending the meaning of any of
the terms and provisions of this Plan. Whenever appropriate, words used in the
singular shall include the plural or the plural may be read as the singular.

     10.3 The validity and effect of this Plan and the rights and obligations of
all persons affected hereby shall be construed and determined in accordance with
the laws of the State of Texas unless superseded by federal law.

     10.4 A Participant shall have no security interest in any amounts credited
hereunder on such Participant's behalf. It is the Company's intention that this
Plan be construed as a plan which is unfunded and maintained primarily for the
purpose of providing deferred compensation for a select group of highly
compensated employees.

     10.5 All amounts payable hereunder shall be reduced by any and all federal,
state and local taxes imposed upon the Participant or a Beneficiary which are
required to be paid or withheld by the Company.

     IN WITNESS WHEREOF, Dean Foods Company, the Company, has caused its
corporate seal to be affixed hereto and these presents to be duly executed in
its name and behalf by its proper officers thereunto duly authorized this _____
day of November, 2004.

                                        DEAN FOODS COMPANY


                                        By:
                                            ------------------------------------


                                       -8-

EX-10.9

                                                                    Exhibit 10.9

         DESCRIPTION OF COMPENSATION ARRANGEMENTS FOR EXECUTIVE OFFICERS

      Set forth below is a description of the compensation arrangements for each
of our executive officers. The compensation arrangements consist of salary,
annual incentive compensation, equity awards and certain perquisites. Each of
our executive officers is an at-will employee of the company and we do not have
agreements with any of our executive officers except as set forth below.

      The cash salary and bonus payable to each executive officer for 2005 is
set forth below.



NAME AND POSITION     2005 BASE SALARY   2005 TARGET BONUS %
- -----------------     ----------------   -------------------
                                   
Gregg L. Engles       $      1,070,000                 120
Michelle P. Goolsby            470,000                  65
Barry A. Fromberg              435,000                  65
Ronald H. Klein                310,000                  50
Pete Schenkel                  676,832                  90


      Annual cash bonus awards are determined in accordance with the Dean Foods
Company Executive Incentive Compensation Plan, which is filed as Exhibit 10.6 to
our Annual Report on Form 10-K for the year ended December 31, 2004. Awards of
equity compensation are made in accordance with our 1997 Seventh Amended and
Restated Stock Option and Restricted Stock Plan and our 1989 Third Amended and
Restated Stock Award Plan (or any successor plans), filed as Exhibits 10.1 and
10.2, respectively, to our Annual Report on Form 10-K for the year ended
December 31, 2004.

      All executive officers are eligible to participate in our Post-2004
Executive Deferred Compensation Plan, filed as Exhibit 10.3 to our Annual Report
on Form 10-K for the year ended December 31, 2004.

      Our executive officers are entitled to all benefits generally available to
all employees. In addition, our executive officers receive certain benefits
payable under our Supplemental Executive Retirement Plan, filed as Exhibit 10.8
to our Annual Report on Form 10-K for the year ended December 31, 2004, for the
benefit of employees who receive salary and cash bonus in excess of the amount
which IRS regulations allow to be taken into account under a 401K plan. Our
executives also receive an annual physical examination benefit. Certain
executive officers occasionally use our company planes for personal travel. Mr.
Schenkel receives an automobile allowance and certain club memberships. Also,
pursuant to certain agreements between Mr. Schenkel and our Southern Foods
subsidiary that pre-date our purchase of that business from Mr. Schenkel in
January 2000, Mr. Schenkel receives a lifetime supplemental health insurance
benefit for himself and his wife.



      Finally, we have entered into certain Change in Control agreements with
our executive officers in the forms filed as Exhibits 10.18 and 10.19 to our
Annual Report on Form 10-K for the year ended December 31, 2004.

EX-10.10

                                                                   Exhibit 10.10


         Description of Non-Employee Director Compensation Arrangements


            Set forth below is a description of the compensation arrangements
for our non-employee directors.

            All non-employee directors receive an annual retainer of $35,000,
payable quarterly in arrears. Members of the Audit and Compensation Committees
receive an additional $5,000 per year retainer for serving on those Committees,
while members of the other Committees of the Board receive an additional $2,000
per year retainer for each Committee on which he or she serves. The Chairperson
of each of the Audit and Compensation Committees receives a $10,000 per year fee
for his service as Chairperson, and the Chairperson of each of the Governance
and Strategic Planning Committees receives a $4,000 per year for his or her
service as Chairperson of those Committees.

            Each non-employee director also receives an additional $3,000 for
each meeting (whether Board of Directors or Committee) attended in person and
$1,000 for each meeting (whether Board of Directors or Committee) attended
telephonically. We reimburse our non-employee directors for, or pay directly,
all expenses related to attending Board and Committee meetings.

            Non-employee directors may elect to receive all of the foregoing
fees in shares of restricted common stock rather than in cash. If a director
makes this election, he or she will receive shares with a value equal to 150% of
the cash amount owed to him or her. One third of the restricted shares vest on
the date of grant; one-third vest on the first anniversary of the grant date;
and the final 1/3 vest on the second anniversary of the grant date.

            Finally, our non-employee directors receive an annual grant of 5,000
immediately exercisable stock options, plus 1,700 stock units that vest over a
3-year term. All non-employee director equity awards are made under our 1997
Seventh Amended and Restated Stock Option and Restricted Stock Plan and our 1989
Third Amended and Restated Stock Award Plan (or any successor plans), filed as
Exhibits 10.1 and 10.2, respectively, to our Annual Report on Form 10-K for the
year ended December 31, 2004.

EX-10.13

                                                                   EXHIBIT 10.13

                              EMPLOYMENT AGREEMENT

      EMPLOYMENT AGREEMENT (this "AGREEMENT"), dated as of January 27, 2005, by
and between Dean Specialty Foods Holdings, Inc., a Delaware corporation (the
"COMPANY"), and Sam K. Reed (the "EXECUTIVE").

                              W I T N E S S E T H:

      WHEREAS, the Company's parent corporation, Dean Foods Company ("DEAN"),
intends, subject to certain conditions, to distribute the common stock, par
value $.01 per share, of the Company (the "COMMON STOCK") owned by Dean to its
shareholders, whereby the Company would become a stand-alone publicly traded
corporation;

      WHEREAS, Executive is willing to enter into this Agreement in anticipation
of the Company becoming a stand-alone publicly traded corporation through the
distribution of the Common Stock to Dean's shareholders;

      WHEREAS, to effect such a spin-off and to position the Company to maximize
its value for Dean's shareholders, it is necessary that the Company have a
strong and experienced management team with a proven track record in developing
and growing a company in the consumer packaged goods industry;

      WHEREAS, Executive is one of several members of a management team (the
"TEAM") that possesses the skills and experience necessary to undertake the
challenges of developing the Company, including through acquisitions;

      WHEREAS, in light of these skills and experience, the Company desires to
secure the services of Executive and the other members of the Team, and is
willing to enter into this Agreement embodying the terms of the employment of
Executive by the Company, which terms include one or more substantial
equity-based compensation awards; and

      WHEREAS, Executive is willing to accept such employment and enter into
such Agreement, subject to Dean making available to Executive and to the other
members of the Team the opportunity to invest in the common stock of the Company
and making the undertakings regarding the governance and management of the
Company set forth in the in the stockholders agreement (the "STOCKHOLDERS
AGREEMENT") to be entered into by the Company, Dean, Executive, other members of
the Team, and certain other investors who are affiliates of the Team
contemporaneously with this Agreement; and

      WHEREAS, in order to give Executive and the Team the opportunity to
acquire an equity interest in the Company and as an incentive for Executive to
participate in the affairs of the Company, the Company is willing to sell to
Executive, and Executive

                                       1



desires to purchase, shares of common stock (the "COMMON STOCK"), subject to the
terms and conditions set forth in the Subscription Agreement (the "SUBSCRIPTION
AGREEMENT") to be entered into contemporaneously with this Agreement and in the
Stockholders Agreement.

      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the Company and Executive hereby agree as follows:

   1. Employment. Upon the terms and subject to the conditions of this Agreement
and, unless earlier terminated as provided in Section 8, the Company hereby
employs Executive and Executive hereby accepts employment by the Company for the
period (i) commencing on the date hereof (the "COMMENCEMENT DATE") and (ii)
ending on the third anniversary of (A) the Commencement Date or, (B) if the
Common Stock shall become registered under Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), during the term hereof,
the third anniversary of the date such registration shall have become effective
and trading of Common Stock on a registered national securities exchange or
automated quotation system (including, but not limited to, NASDAQ) shall have
commenced (the "REGISTRATION DATE"); provided, however, that the term of this
Agreement shall automatically be extended for one additional year on the third
anniversary of the Registration Date and each subsequent anniversary thereof
unless not less than 90 days prior to such anniversary date either party shall
give the other written notice that he or it does not want the term to extend as
of such anniversary date. The period during which Executive is employed pursuant
to this Agreement (including pursuant to any extension of the term hereof
pursuant to the proviso in the immediately preceding sentence) shall be referred
to herein as the "EMPLOYMENT PERIOD."

   2. Position and Duties. During the Employment Period, Executive shall serve
as the Chairman of the Board and Chief Executive Officer of the Company and in
such other position or positions with the Company and its majority-owned
subsidiaries consistent with the foregoing position as the Board of Directors of
the Company (the "BOARD") may specify or the Company and Executive may mutually
agree upon from time to time. During the Employment Period, Executive shall have
the duties, responsibilities and obligations customarily assigned to individuals
at comparable publicly traded companies serving in the position or positions in
which Executive serves hereunder. Executive shall devote substantially all his
business time to the services required of him hereunder, except for vacation
time and reasonable periods of absence due to sickness, personal injury or other
disability, and shall perform such services to the best of his abilities.
Subject to the provisions of Section 9, nothing herein shall preclude Executive
from (i) engaging in charitable activities and community affairs, (ii) managing
his personal investments and affairs or (iii) serving on the board of directors
or other governing body of any corporate or other business entity, so long as
such service is not in violation of the covenants contained in Section 9 or the
governance principles established for the Company by the Board, as in effect
from time to time, provided that in no event may

                                       2



such activities, either individually or in the aggregate, materially interfere
with the proper performance of Executive's duties and responsibilities
hereunder.

   3. Place of Performance. The Company shall establish its headquarters office
in Chicago, Illinois metropolitan area at which Executive shall have his
principal office. Executive shall also have an office, and perform services at,
the Company's offices in Green Bay, Wisconsin, on such basis as Executive deems
necessary or appropriate for the performance of his duties.

   4. Compensation.

      (a) Base Salary. During the Employment Period, the Company shall pay
Executive a base salary at the annual rate of $750,000. Beginning in 2006, the
Board shall review Executive's base salary no less frequently than annually and
may increase such base salary in its discretion. The amount of annual base
salary payable under this Section 4(a) shall be reduced, however, to the extent
Executive elects to defer such salary under the terms of any deferred
compensation or savings plan or arrangement maintained or established by the
Company or any of its subsidiaries. Executive's annual base salary payable
hereunder, including any increased annual base salary, without reduction for any
amounts deferred as described above, is referred to herein as "BASE SALARY". The
Company shall pay Executive the portion of his Base Salary not deferred in
accordance with its standard payroll practices, but no less frequently than in
equal monthly installments.

      (b) Incentive Compensation. For each full calendar year during the
Employment Period, Executive shall be eligible to receive an annual incentive
bonus from the Company, with a target bonus opportunity of not less than 100% of
his Base Salary, which will be payable, if at all, upon the achievement by
Executive and/or the Company of performance objectives to be established by the
Board in consultation with the Company's Chief Executive Officer and
communicated to Executive during the first quarter of such year (the "INCENTIVE
COMPENSATION"). Without limiting the generality of the foregoing, the actual
amount payable to Executive in respect of the Incentive Compensation may be more
or less than the targeted opportunity (including zero) based on the actual
results against the pre-established performance objectives.

   5. Stock Purchase. Substantially contemporaneously with the Commencement
Date, Executive shall purchase the number of shares of Common Stock of the
Company specified in the Subscription Agreement related to the purchase of such
shares, to be entered into by Executive and the Company (the "SUBSCRIPTION
AGREEMENT"). The terms and conditions of such purchase shall be as set forth in
the Subscription Agreement, and such shares shall be subject to the limitations
and restrictions, including, without limitation, the restrictions on transfer
and the put and call rights set forth in the Stockholders Agreement.

                                       3



   6. Public Equity Awards.

      (a) Basic Restricted Stock Grant. On the fourth trading day following the
Registration Date, the Company shall grant Executive an award of that number of
whole restricted shares of Common Stock (the "BASIC RESTRICTED SHARES") as is
equal to (or most closely approximates) 0.66% of the Outstanding Common Stock on
the date of grant. The Basic Restricted Shares shall vest and become freely
transferable in the proportions, and based upon achievement of the total
shareholder return objectives, determined pursuant to Schedule A hereto, so long
as Executive is continuously employed by the Company through the applicable
vesting date. Any Basic Restricted Shares that have not become vested and freely
transferable on or before the fifth anniversary of the grant date shall be
forfeited. For purposes of this Agreement, "OUTSTANDING COMMON STOCK" shall mean
the sum of (x) the number of shares Common Stock that are issued and outstanding
on the Registration Date and (y) the number of shares of Common Stock issuable
pursuant to any stock options granted by Dean prior to the Registration Date in
respect of its common stock and converted into the right to purchase Common
Stock in connection with or in contemplation of the Spin-Off.

      (b) Supplemental Restricted Stock Unit Grant. On the fourth trading day
following the Registration Date, Executive shall be granted, automatically and
without any further action on the part of the Company or the Board, an award of
restricted stock units, with each such unit representing a right to receive one
share of Common Stock on the terms and conditions set forth herein (the
"SUPPLEMENTAL RESTRICTED SHARE UNITS"). The number of Supplemental Restricted
Share Units subject to such grant shall be equal to the quotient (rounded up to
the nearest whole number) obtained by dividing (x) by (y), where (x) and (y)
are:

      (x)   the product of (i) the excess, if any, of (A) the Initial Fair
            Market Value over (B) the Adjusted Per Share Purchase Price and (ii)
            that number of whole shares of Common Stock as is equal to (or most
            closely approximates) 1.98% of the Outstanding Common Stock on the
            date of grant; and

      (y)   the Initial Fair Market Value.

      For purposes of this Agreement, "INITIAL FAIR MARKET VALUE" shall mean the
average of the closing values on the Registration Date and on each of the next
four trading days immediately following the Registration Date, as reported on
the principal exchange or automated quotation system on which the Common Stock
is traded or reported. "ADJUSTED PER SHARE PURCHASE PRICE" shall mean the $5,000
purchase price per share of Common Stock, appropriately adjusted to reflect any
stock split or share combination involving the Common Stock, any
recapitalization of the Company, any adjustment pursuant to Section 4.3(b) of
the Stockholders Agreement, or any merger, consolidation, reorganization or
similar corporate event involving the Company occurring

                                       4



on or after the Commencement Date and on or before the Registration Date.

      The Supplemental Restricted Share Units shall vest in three equal annual
installments on the first three anniversaries of the Registration Date, so long
as (with respect to each installment) Executive is continuously employed by the
Company through the applicable anniversary date. Notwithstanding the foregoing,
no Supplemental Restricted Share Units shall become vested on any such
anniversary date if, on such date, the average of the closing prices of a share
of Common Stock on the principal trading market on which such shares are traded
or reported for the 20 trading day period ended on such date (or, if such date
is not a business day, the 20 trading day period ended on the last trading day
occurring immediately prior thereto) does not exceed the Initial Fair Market
Value (the "MINIMUM VALUE REQUIREMENT"). In the event that the Minimum Value
Requirement is not satisfied on any applicable anniversary date, the
Supplemental Restricted Share Units that would otherwise have vested on such
anniversary date shall vest on any subsequent anniversary date or on any date
after the third anniversary date (treating each such date as an anniversary date
for purposes of the 20 day trading measurement period) on which both Executive
is still an employee of the Company and the Minimum Value Requirement is
satisfied; provided that any such Supplemental Restricted Share Units that have
not become vested on or before the fifth anniversary of the grant date shall be
forfeited. The shares of Common Stock corresponding to any vested Supplemental
Restricted Share Units, if any, shall be distributed to Executive as soon as
practicable, but not later than five (5) business days following the earlier to
occur of (i) the fifth anniversary of the date of grant or (ii) the sixth month
anniversary of the date Executive's employment with the Company terminates,
unless the Executive elects (in a manner consistent with the applicable
requirements of Section 409A of the Internal Revenue Code (the "CODE")) to defer
the date upon which the shares of Common Stock corresponding to the vested
Supplement Restricted Share Units shall be distributed.

      (c) Stock Option. On the fourth trading day following the Registration
Date, the Company shall automatically and without any further action on the part
of the Company or the Board grant to Executive a non-qualified stock option to
purchase the number of shares of Common Stock equal to the remainder of (i) the
number of whole shares of Common Stock specified in Section 6(b)(x)(ii) minus
(ii) the number of Supplemental Restricted Share Units awarded pursuant to
Section 6(b) (the "OPTION"). The exercise price per share with respect to the
Option shall be equal to the Initial Fair Market Value. The Option shall become
vested and exercisable in three approximately equal annual installments on each
of the first three anniversaries of the grant date of such Option, so long as
Executive is continuously employed by the Company through the applicable
anniversary date.

      (d) Stock Incentive Plan. Each of the Basic Restricted Shares, the
Supplemental Restricted Shares and the Option shall be granted pursuant to a
stock incentive plan (the "INCENTIVE PLAN") to be adopted by the Company prior
to the Registration Date that will authorize for issuance thereunder at least
(i) 13% of the

                                       5



Outstanding Common Stock plus (ii) the number of shares of Common Stock issuable
pursuant to any stock options granted by Dean prior to the Registration Date in
respect of its common stock and converted into the right to purchase Common
Stock in connection with or in contemplation of the Spin-Off as provided in the
Stockholders Agreement. Such Incentive Plan shall have terms and conditions
which will permit the issuance of the awards to the Executive specified in this
Section 6 and shall not contain any other term or condition that has an adverse
effect on any award to be made to Executive pursuant to this Section 6.

      (e) Award Agreements. Each of the Basic Restricted Shares, Supplemental
Restricted Shares and the Option shall be subject to an award agreement having
the terms and conditions specified in the preceding subparagraphs of this
Section 6 and otherwise consistent with the terms and conditions of the
Incentive Plan. Each such agreement shall provide for full vesting of such
awards upon a Change of Control and shall provide that Executive shall have the
right to elect that any applicable tax withholding requirements with respect to
the vesting, exercise or distribution of Common Stock be satisfied by having the
Company withhold shares of Common Stock subject to such award having a value
equal to the minimum required applicable tax withholding, and that Executive may
exercise the Option using previously owned shares of Common Stock, including
Basic Restricted Shares that are still subject to forfeiture, provided that that
number of shares deliverable upon exercise of the Option that corresponds to the
number of unvested Basic Restricted Shares surrendered will be subject to the
same forfeiture provisions and restrictions on transfer as the Basic Restricted
Shares surrendered to exercise such Option, in whole or in part.

      (f) Capital Adjustments. Notwithstanding anything to the contrary
contained in Section 5 or this Section 6, the exercise price of, and the number
of Shares subject to, the Option, the number of Units subject to the
Supplemental Restricted Share Units, and the Minimum Value Requirement shall be
appropriately adjusted, by the Board in its sole discretion, to reflect any
extraordinary dividend, any dividend payable in shares of capital stock, any
stock split or share combination involving the Common Stock, any
recapitalization of the Company, any merger, consolidation, reorganization or
similar corporate event involving the Company occurring after the Registration
Date.

      (g) Impact on Future Grants. Unless following the Registration Date the
Board shall determine that special circumstances warrant the grant of such
additional awards as it or any duly authorized committee thereof shall, in its
sole discretion, determine, it is the intent and expectation of the parties that
Executive will not receive any further grants of equity-based compensation prior
to the third anniversary of the Commencement Date. Following such third
anniversary, Executive shall be eligible to receive equity-based compensation
awards in accordance the Company's generally applicable compensation practices,
as then in effect.

                                       6



   7. Benefits, Perquisites and Expenses.

      (a) Benefits. During the Employment Period, Executive shall be eligible to
participate in (i) each welfare benefit plan sponsored or maintained by the
Company for its senior executive officers, including, without limitation, each
group life, hospitalization, medical, dental, health, accident or disability
insurance or similar plan or program of the Company, and (ii) each pension,
profit sharing, retirement, deferred compensation or savings plan sponsored or
maintained by the Company for its senior executive officers, in each case,
whether now existing or established hereafter, in accordance with the generally
applicable provisions thereof, as the same may be amended from time to time.

      (b) Perquisites. During the Employment Period, Executive shall be entitled
to receive such perquisites as are generally provided to other senior executive
officers of the Company in accordance with the then current policies and
practices of the Company.

      (c) Business Expenses. During the Employment Period, the Company shall pay
or reimburse Executive for all reasonable expenses incurred or paid by Executive
in the performance of Executive's duties hereunder, upon presentation of expense
statements or vouchers and such other information as the Company may require and
in accordance with the generally applicable policies and procedures of the
Company.

      (d) Indemnification. The Company agrees that if Executive is made a party,
or is threatened to be made a party, to any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "PROCEEDING"), by reason of
the fact that he is or was a director, officer or employee of the Company or any
subsidiary or affiliate thereof, or is or was serving at the request of the
Company as a director, officer, member, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, including,
in each case, service with respect to employee benefit plans, whether or not the
basis of such Proceeding is Executive's alleged action in an official capacity
while serving as a director, officer, member, employee or agent, Executive shall
be indemnified and held harmless by the Company to the fullest extent legally
permitted or authorized by the Company's certificate of incorporation or by-laws
or resolutions of the Board or, if greater, by the laws of the State of
Delaware, against all cost, expense, liability and loss (including, without
limitation, attorney's fees, judgments, fines or penalties and amounts paid or
to be paid in settlement) reasonably incurred or suffered by Executive in
connection therewith, and such indemnification shall continue as to Executive
even if he has ceased to be a director, officer, member, employee or agent of
the Company or other entity and shall inure to the benefit of Executive's heirs,
executors and administrators. If Executive serves as a director, officer,
member, partner, employee or agent of another corporation, partnership, joint
venture, limited liability company, trust or other enterprise (including, in
each case, service with respect to employee benefit plans) which is a subsidiary
or affiliate of the Company, it shall be presumed for purposes of this Section
7(d) that Executive serves or served in such capacity at the request of the

                                       7



Company. The Company shall advance to Executive all reasonable costs and
expenses incurred by him in connection with a Proceeding within 30 days after
receipt by the Company of a written request for such advance. Such request shall
include an undertaking by Executive to repay the amount of such advance, if it
shall ultimately be determined that he is not entitled to be indemnified against
such costs and expenses. The Company agrees to continue and maintain a
directors' and officers' liability insurance policy covering Executive to the
extent the Company provides such coverage for its other executive officers or
directors.

   8. Termination of Employment.

      (a) Early Termination of the Employment Period. Notwithstanding Section 1,
the Employment Period shall end upon the earliest to occur of (i) a termination
of Executive's employment on account of Executive's death, (ii) a Termination
due to Disability, (iii) a Termination for Cause, (iv) a Termination Without
Cause, (v) a Termination for Good Reason, (vi) a Termination due to Retirement
or (vii) a Voluntary Termination.

      (b) Termination Due to Death or Disability. In the event that Executive's
employment hereunder terminates due to his death or as a result of a Termination
due to Disability (as defined below), no termination benefits shall be payable
to or in respect of Executive except as provided in Section 8(e). For purposes
of this Agreement, "TERMINATION DUE TO DISABILITY" means a termination of
Executive's employment upon written notice from the Company because Executive
has been incapable, regardless of any reasonable accommodation by the Company,
of substantially fulfilling the positions, duties, responsibilities and
obligations set forth in this Agreement because of physical, mental or emotional
incapacity resulting from injury, sickness or disease for a period of more than
(i) four consecutive months or (ii) an aggregate of six months in any twelve
month period. Any question as to the existence or extent of Executive's
disability upon which Executive and the Company cannot agree shall be determined
by a qualified, independent physician jointly selected by the Company and
Executive. If the Company and Executive cannot agree on the physician to make
the determination, then the Company and Executive shall each select a physician
and those physicians shall jointly select a third physician, who shall make the
determination. The determination of any such physician shall be final and
conclusive for all purposes of this Agreement. Executive or his legal
representative or any adult member of his immediate family shall have the right
to present to such physician such information and arguments as to Executive's
disability as he, she or they deem appropriate, including the opinion of
Executive's personal physician.

      (c) Termination by the Company. The Company may terminate Executive's
employment with the Company with or without Cause; provided that prior to the
Registration Date, the Company may only terminate Executive's employment
hereunder for Cause. "TERMINATION FOR CAUSE" means a termination of Executive's
employment

                                       8



by the Company due to Cause. "CAUSE" means (i) Executive's conviction of a
felony or the entering by Executive of a plea of nolo contendere to a felony
charge, (ii) Executive's gross neglect or willful and intentional gross
misconduct in the performance of, or willful, substantial and continual refusal
by Executive in breach of this Agreement to perform, the duties,
responsibilities or obligations assigned to Executive pursuant to the terms
hereof, (iii) a TreeHouse Default (as defined in the Stockholders Agreement),
(iv) any material breach by Executive of Section 9 of this Agreement or (v) a
material breach by Executive of the Code of Ethics applicable to the Company's
employees, as in effect from time to time; provided, however, that no act or
omission shall constitute "Cause" for purposes of this Agreement unless the
Board provides Executive, within 90 days of the Board learning of such act or
acts or failure or failures to act, (A) written notice of the intention to
terminate him for Cause, which notice states in detail clearly and fully the
particular act or acts or failure or failures to act that constitute the grounds
on which the Board reasonably believes in good faith constitutes "Cause", and
(B) an opportunity, within thirty (30) days following Executive's receipt of
such notice, to meet in person with the Board to explain or defend the alleged
act or acts or failure or failures to act relied upon by the Board and, to the
extent such cure is possible, to cure such act or acts or failure or failures to
act. If such conduct is cured to the reasonable satisfaction of the Board, such
notice of termination shall be revoked. Further, no act or acts or failure or
failures to act shall be considered "willful" or "intentional" if taken in good
faith and Executive reasonably believed such act or acts or failure or failures
to act were in the best interests of the Company.

      (d) Termination by Executive. Executive may terminate his employment with
the Company for Good Reason, for Retirement or in a Voluntary Termination. A
"TERMINATION FOR GOOD REASON" by Executive means a termination of Executive's
employment by Executive within 90 days following (i) a reduction in Executive's
annual Base Salary or target Incentive Compensation opportunity, (ii) the
failure to elect or reelect Executive to any of the positions described in
Section 2 above or the removal of him from any such position, (iii) a material
reduction in Executive's duties and responsibilities or the assignment to
Executive of duties and responsibilities which are materially inconsistent with
his duties or which materially impair Executive's ability to function in the
position specified in Section 2, (iv) a material breach of any material
provision of this Agreement by the Company, (v) the earlier of (x) October 31,
2005 (or such later date as the Company and Executive (or Executive's agent
appointed pursuant to the Stockholders Agreement) shall agree) and (y) the Early
Termination Date (as defined in the Stockholders Agreement), if the Registration
Date has not occurred on or before such earlier date other than as a result of a
TreeHouse Default; (vi) any material breach by the Company or Dean of the
Stockholders Agreement; (vii) any material breach by the Company of any of the
award agreements referenced in Section 6(e); or (viii) the failure by the
Company to obtain the assumption agreement referred to in Section 10(b) of this
Agreement prior to the effectiveness of any succession referred to therein,
unless the purchaser, successor or assignee referred to therein is bound to
perform this Agreement by operation of law. Notwithstanding the foregoing, a

                                       9



termination shall not be treated as a Termination for Good Reason (i) if
Executive shall have consented in writing to the occurrence of the event giving
rise to the claim of Termination for Good Reason (or non-occurrence of the event
described in clause (v) of this definition) or (ii) unless Executive shall have
delivered a written notice to the Board within 60 days of his having actual
knowledge of the occurrence of one of such events stating that he intends to
terminate his employment for Good Reason and specifying the factual basis for
such termination, and such event, if capable of being cured, shall not have been
cured within 10 days of the receipt of such notice. A "TERMINATION DUE TO
RETIREMENT" means Executive's voluntary termination of employment after having
(i) completed at least five (5) years of service with the Company and (ii) the
sum of the Executive's attained age and length of service with the Company is at
least 62 (or such lower number as the Board shall permit). A "VOLUNTARY
TERMINATION" shall mean a termination of employment by Executive that is not a
Termination for Good Reason, a Termination due to Retirement or a Termination
due to Disability, and which occurs after the Registration Date and on 90th day
after Executive shall have given the Company written notice of his intent to
terminate his employment (or as of such later date as Executive shall specify in
such notice).

      (e) Payments and Benefits Upon Certain Terminations.

            (i) In the event of the termination of Executive's employment for
      any reason (including a voluntary termination of employment by Executive
      which is not a Termination for Good Reason), Executive shall be entitled
      to any Earned Compensation owed to Executive but not yet paid and the
      Vested Benefits.

            (ii) Except as provided in Section 8(e)(iii), in the event the
      Employment Period ends by reason of a Termination Without Cause or a
      Termination for Good Reason, Executive shall receive the Basic Payment.

            (iii) In the event the Employment Period ends by reason of a
      Termination Without Cause or a Termination for Good Reason within the 24
      month period immediately following a Change of Control, Executive shall
      receive the Basic Payment.

            (iv) In the event that Executive's employment terminates due to his
      death, a Termination due to Disability, a Termination due to Retirement, a
      Termination Without Cause or a Termination for Good Reason, in any case,
      after the Registration Date, (x) any portion of the Option that has not
      become vested and exercisable prior to such termination of employment
      shall become vested and exercisable and, to the extent not earlier
      exercised, the Option shall remain exercisable until the second
      anniversary of such termination or, if earlier, the expiration of its
      term, and (y) any Basic Restricted Shares and Supplemental Restricted
      Shares outstanding on such date of termination shall continue to vest, if
      at all, in accordance with their terms on the same terms and conditions
      that would have applied if Executive's employment hereunder had not been
      terminated.

                                       10



            (v) In the event of a Termination due to Disability, a Termination
      Without Cause or a Termination for Good Reason, Executive shall be
      entitled to continued participation in all medical, dental,
      hospitalization and life insurance coverage and in other employee benefit
      plans or programs in which he was participating on the date of the
      termination of his employment until the earlier of (A) the third
      anniversary of his termination of - employment and (B) the date, or dates,
      he receives equivalent coverage and benefits - under the plans and
      programs of a subsequent employer (such coverages and benefits to be
      determined on a coverage-by-coverage, or benefit-by-benefit basis);
      provided that if Executive is precluded from continuing his participation
      in any employee plan or program as provided in this Section 8(e)(iv), he
      shall be provided with the economic equivalent of the benefits provided
      under the plan or program in which he is unable to participate.

            (vi) Certain Definitions. For purposes of this Section 8,
      capitalized terms have the following meanings.

      "BASIC PAYMENT" means an amount equal to three times the sum of (a) the
annual Base Salary payable to Executive immediately prior to the end of the
Employment Period (or in the event a reduction in Base Salary is the basis for a
Termination for Good Reason, then the Base Salary in effect immediately prior to
such reduction) and (b) the Target Incentive Compensation for the calendar year
in which the Employment Period ends pursuant to Section 8(a).

      "CHANGE OF CONTROL" means the occurrence of any of the following events
following the date of distribution of the Common Stock to the stockholders of
Dean in connection with the Spin-Off: (a) any "person" (as such term is used in
Section 13(d) of the Exchange Act, but specifically excluding the Company, any
wholly-owned subsidiary of the Company and/or any employee benefit plan
maintained by the Company or any wholly-owned subsidiary of the Company) becomes
the "beneficial owner" (as determined pursuant to Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing thirty
percent (30%) or more of the combined voting power of the Company's then
outstanding securities; or (b) individuals who currently serve on the Board, or
whose election to the Board or nomination for election to the Board was approved
by a vote of at least two-thirds (2/3) of the directors who either currently
serve on the Board, or whose election or nomination for election was previously
so approved, cease for any reason to constitute a majority of the Board; or (c)
the Company or any subsidiary of the Company shall merge with or consolidate
into any other corporation, other than a merger or consolidation which would
result in the holders of the voting securities of the Company outstanding
immediately prior thereto holding immediately thereafter securities representing
more than sixty percent (60%) of the combined voting power of the voting
securities of the Company or such surviving entity (or its ultimate parent, if
applicable) outstanding immediately after such merger or consolidation; or (d)
the stockholders of the Company approve a plan of complete

                                       11



liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets, or such a plan is
commenced.

      "DATE OF TERMINATION" means (i) if Executive's employment is terminated by
his death, the date of his death, and (ii) if Executive's employment is
terminated for any other reason, the date specified in a notice of termination
delivered to Executive by the Company (or if no such date is specified, the date
such notice is delivered).

      "EARNED COMPENSATION" means the sum of (a) any Base Salary earned, but
unpaid, for services rendered to the Company on or prior to the date on which
the Employment Period ends pursuant to Section 8(a), (b) any annual Incentive
Compensation payable for services rendered in the calendar year preceding the
calendar year in which the Employment Period ends that has not been paid on or
prior to the date the Employment Period ends (other than (x) Base Salary and (y)
Incentive Compensation deferred pursuant to Executive's election), (c) any
accrued but unused vacation days and (d) any business expenses incurred on or
prior to the date of the Executive's termination that are eligible for
reimbursement in accordance with the Company's expense reimbursement policies as
then in effect.

      "TARGET INCENTIVE COMPENSATION" means with respect to any calendar year
the annual Incentive Compensation Executive would have been entitled to receive
under Section 4(b) for such calendar year had he remained employed by the
Company for the entire calendar year and assuming that all targets for such
calendar year had been met.

      "VESTED BENEFITS" means amounts which are vested or which Executive is
otherwise entitled to receive under the terms of or in accordance with any plan,
policy, practice or program of, or any contract or agreement with, the Company
or any of its subsidiaries, at or subsequent to the date of his termination
without regard to the performance by Executive of further services or the
resolution of a contingency.

      (f) Resignation upon Termination. Effective as of any Date of Termination
under this Section 8, Executive shall resign, in writing, from all positions
then held by him with the Company and its affiliates.

      (g) Timing of Payments. Earned Compensation and the Basic Payment shall be
paid in a single lump sum as soon as practicable, but in no event more than 15
days, following the end of the Employment Period. Vested Benefits shall be
payable in accordance with the terms of the plan, policy, practice, program,
contract or agreement under which such benefits have accrued.

      (h) Payment Following a Change of Control. If the aggregate of all
payments or benefits made or provided to Executive with respect to any of the
equity compensation provided under Section 5 or Section 6, under Section
8(e)(iii)(A), if applicable, and under all other plans and programs of the
Company (the "AGGREGATE PAYMENT") is determined to constitute a Parachute
Payment, as such term is defined in Section 280G(b)(2) of the

                                       12



Code, the Company shall pay to Executive, prior to the time any excise tax
imposed by Section 4999 of the Code (the "EXCISE TAX") is payable with respect
to such Aggregate Payment, an additional amount which, after the imposition of
all income, employment and excise taxes thereon, is equal to the Excise Tax on
the Aggregate Payment. The determination of whether the Aggregate Payment
constitutes a Parachute Payment and, if so, the amount to be paid to Executive
and the time of payment pursuant to this Section 8(h) shall be made by the
Company's independent auditor or, if such independent auditor is unwilling or
unable to serve in this capacity, such other nationally recognized accounting
firm selected by the Company with the consent of the person serving as the Chief
Executive Officer of the Company immediately prior to the Change of Control,
which consent shall not be unreasonably withheld (the "AUDITOR").

      (i) Full Discharge of Company Obligations. The amounts payable to
Executive pursuant to this Section 8 following termination of his employment
(including amounts payable with respect to Vested Benefits) shall be in full and
complete satisfaction of Executive's rights under this Agreement and any other
claims he may have in respect of his employment by the Company or any of its
subsidiaries other than claims for common law torts or under other contracts
between Executive and the Company or its subsidiaries. Such amounts shall
constitute liquidated damages with respect to any and all such rights and claims
and, upon Executive's receipt of such amounts, the Company shall be released and
discharged from any and all liability to Executive in connection with this
Agreement or otherwise in connection with Executive's employment with the
Company and its subsidiaries and, as a condition to payment of any such amounts
that are in excess of the Earned Compensation and the Vested Benefits, following
the Date of Termination and if requested by the Company, Executive shall execute
a release in favor of the Company in the form approved by the Company.

      (j) No Mitigation; No Offset. In the event of any termination of
employment under this Section 8, Executive shall be under no obligation to seek
other employment and there shall be no offset against amounts due Executive
under this Agreement on account of any remuneration attributable to any
subsequent employment that he may obtain except as specifically provided with
regard to the continuation of benefits in Section 8(e)(v).

   9. Noncompetition and Confidentiality.

      (a) Noncompetition. During the Employment Period and, in the event that
Executive's employment is terminated for any reason other than death, a
Termination Without Cause or a Termination for Good Reason, for a period of 12
months following the Date of Termination (the "POST-TERMINATION PERIOD"),
Executive shall not become associated with any entity, whether as a principal,
partner, employee, consultant or shareholder (other than as a holder of not in
excess of 1% of the outstanding voting shares of any publicly traded company),
that is actively engaged in any geographic area in any business which is in
competition with a business conducted by the Company at the

                                       13



time of the alleged competition and, in the case of the Post-Termination Period,
at the Date of Termination.

      (b) Confidentiality. Without the prior written consent of the Company,
except (i) in the course of carrying out his duties hereunder or (ii) to the
extent required by an order of a court having competent jurisdiction or under
subpoena from an appropriate government agency, Executive shall not disclose any
trade secrets, customer lists, drawings, designs, information regarding product
development, marketing plans, sales plans, manufacturing plans, management
organization information (including data and other information relating to
members of the Board and management), operating policies or manuals, business
plans, financial records, packaging design or other financial, commercial,
business or technical information relating to the Company or any of its
subsidiaries or information designated as confidential or proprietary that the
Company or any of its subsidiaries may receive belonging to suppliers, customers
or others who do business with the Company or any of its subsidiaries
(collectively, "CONFIDENTIAL INFORMATION") to any third person unless such
Confidential Information has been previously disclosed to the public by the
Company or has otherwise become available to the public (other than by reason of
Executive's breach of this Section 9(b)).

      (c) Company Property. Promptly following termination of Executive's
employment, Executive shall return to the Company all property of the Company,
and all copies thereof in Executive's possession or under his control, except
that Executive may retain his personal notes, diaries, Rolodexes, calendars and
correspondence.

      (d) Non-Solicitation of Employees. During the Employment Period and during
the one year period following any termination of Executive's employment for any
reason, Executive shall not, except in the course of carrying out his duties
hereunder, directly or indirectly induce any employee of the Company or any of
its subsidiaries to terminate employment with such entity, and shall not
directly or indirectly, either individually or as owner, agent, employee,
consultant or otherwise, knowingly employ or offer employment to any person who
is or was employed by the Company or a subsidiary thereof unless such person
shall have ceased to be employed by such entity for a period of at least 6
months.

      (e) Injunctive Relief with Respect to Covenants. Executive acknowledges
and agrees that the covenants and obligations of Executive with respect to
noncompetition, nonsolicitation, confidentiality and Company property relate to
special, unique and extraordinary matters and that a violation of any of the
terms of such covenants and obligations may cause the Company irreparable injury
for which adequate remedies are not available at law. Therefore, Executive
agrees that the Company shall be entitled to an injunction, restraining order or
such other equitable relief restraining Executive from committing any violation
of the covenants and obligations contained in this Section 9. These injunctive
remedies are cumulative and are in addition to any other rights and remedies the
Company may have at law or in equity.

                                       14



   10. Miscellaneous.

      (a) Survival. Sections 7(d) (relating to the Company's obligation to
indemnify Executive), 8 (relating to early termination), 9 (relating to
noncompetition, nonsolicitation and confidentiality) and 10(o) (relating to
governing law) shall survive the termination hereof, whether such termination
shall be by expiration of the Employment Period or an early termination pursuant
to Section 8 hereof.

      (b) Binding Effect. This Agreement shall be binding on, and shall inure to
the benefit of, the Company and any person or entity that succeeds to the
interest of the Company (regardless of whether such succession does or does not
occur by operation of law) by reason of a merger, consolidation or
reorganization involving the Company or a sale of all or substantially all of
the assets of the Company, provided that the assignee or transferee is the
successor to all or substantially all of the assets of the Company and such
assignee or transferee assumes the liabilities, obligations and duties of the
Company, as contained in this Agreement, either contractually or as a matter of
law. The Company further agrees that, in the event of a sale of assets as
described in the preceding sentence, it shall use its reasonable best efforts to
cause such assignee or transferee to expressly assume the liabilities,
obligations and duties of the Company hereunder. This Agreement shall also inure
to the benefit of Executive's heirs, executors, administrators and legal
representatives and beneficiaries as provided in Section 10(d).

      (c) Assignment. Except as provided under Section 10(b), neither this
Agreement nor any of the rights or obligations hereunder shall be assigned or
delegated by any party hereto without the prior written consent of the other
party.

      (d) Beneficiaries/References. Executive shall be entitled, to the extent
permitted under any applicable law and the terms of any applicable plan, to
select and change a beneficiary or beneficiaries to receive any compensation or
benefit payable hereunder following Executive's death by giving the Company
written notice thereof. In the event of Executive's death or a judicial
determination of his incompetence, reference in this Agreement to Executive
shall be deemed, where appropriate, to refer to his beneficiary, estate or other
legal representative.

      (e) Resolution of Disputes. Any disputes arising under or in connection
with this Agreement shall, at the election of Executive or the Company, be
resolved by binding arbitration, to be held in Chicago, Illinois in accordance
with the rules and procedures of the American Arbitration Association. Judgment
upon the award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof. Costs of the arbitration shall be borne by the Company.
Unless the arbitrator determines that Executive did not have a reasonable basis
for asserting his position with respect to the dispute in question, the Company
shall also reimburse Executive for his reasonable attorneys' fees incurred with
respect to any arbitration. Pending the resolution of any arbitration or court
proceeding, the Company shall continue payment of all amounts due

                                       15



Executive under this Agreement and all benefits to which Executive is entitled
at the time the dispute arises (other than the amounts which are the subject of
such dispute).

      (f) Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the matters referred to herein. No
amendment to this Agreement shall be binding between the parties unless it is in
writing and signed by the party against whom enforcement is sought. There are no
promises, representations, inducements or statements between the parties other
than those that are expressly contained herein. Executive acknowledges that he
is entering into this Agreement of his own free will and accord, and with no
duress, that he has been represented and fully advised by competent counsel in
entering into this Agreement, that he has read this Agreement and that he
understands it and its legal consequences.

      (g) Representations. Executive represents that his employment hereunder
and compliance by him with the terms and conditions of this Agreement will not
conflict with or result in the breach of any agreement to which he is a party or
by which he may be bound. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware. The
Company has the full corporate power and authority to execute and deliver this
Agreement. The Company has taken all action required by law, the Certificate of
Incorporation, its By-Laws or otherwise required to be taken by it to authorize
the execution, delivery and performance by it of this Agreement. This Agreement
is a valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms.

      (h) Severability; Reformation. In the event that one or more of the
provisions of this Agreement shall become invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not be affected thereby. In the event any of
Section 9(a), (b) or (d) is not enforceable in accordance with its terms,
Executive and the Company agree that such Section shall be reformed to make such
Section enforceable in a manner which provides the Company the maximum rights
permitted at law.

      (i) Waiver. Waiver by any party hereto of any breach or default by the
other party of any of the terms of this Agreement shall not operate as a waiver
of any other breach or default, whether similar to or different from the breach
or default waived. No waiver of any provision of this Agreement shall be implied
from any course of dealing between the parties hereto or from any failure by
either party hereto to assert its or his rights hereunder on any occasion or
series of occasions.

      (j) Notices. Any notice required or desired to be delivered under this
Agreement shall be in writing and shall be delivered personally, by courier
service, by registered mail, return receipt requested, or by telecopy and shall
be effective upon actual receipt when delivered or sent by telecopy and upon
mailing when sent by registered mail, and shall be addressed as follows (or to
such other address as the party entitled to notice shall hereafter designate in
accordance with the terms hereof):

                                       16



                                       17



              If to the Company:

                       857-897 School Place
                       P.O. Box 19057
                       Green Bay, Wisconsin 54307
                       Attention: General Counsel
                       Telecopy No.: (920) 497-4604

                       prior to the Registration Date, with a copy to:

                       Dean Foods Company
                       2515 McKinney Avenue
                       Suite 1200
                       Dallas, Texas 75201
                       Attention: General Counsel
                       Telecopy No.: (214) 303-3413

              If to Executive:

                       622 W. Maple
                       Hinsdale, Illinois 60521

                       with a copy to:

                       Vedder, Price, Kaufman & Kammholz, P.C.
                       222 N. LaSalle Street
                       Chicago, Illinois  60601
                       Attention: Robert J. Stucker, Esq.
                                  Thomas P. Desmond, Esq.

      (k) Amendments. This Agreement may not be altered, modified or amended
except by a written instrument signed by each of the parties hereto.

      (l) Headings. Headings to Sections in this Agreement are for the
convenience of the parties only and are not intended to be part of or to affect
the meaning or interpretation hereof.

      (m) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.

      (n) Withholding. Any payments provided for herein shall be reduced by any
amounts required to be withheld by the Company from time to time under
applicable federal, state or local income or employment tax laws or similar
statutes or other provisions of law then in effect.

                                       18



      (o) Governing Law. This Agreement shall be governed by the laws of the
State of Delaware, without reference to principles of conflicts or choice of law
under which the law of any other jurisdiction would apply.

                          -- Signature page follows --

                                       19



      IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officer and Executive has hereunto set his hand as of the
day and year first above written.

                                       DEAN SPECIALTY FOODS
                                           HOLDINGS, INC.

                                         By: __________________________
                                             Name:
                                             Title:

                                       EXECUTIVE:

                                       ________________________________
                                       Sam K. Reed

                                       20



                                                                      Schedule A

On each of January 31, 2006, January 31, 2007 and January 31, 2008, one-third of
the Basic Restricted Shares shall vest, provided that the Company's Total
Shareholder Return for the period commencing on the fourth trading day following
the Registration Date (the "COMMENCEMENT DATE") and ending on such January 31st
equals or exceeds the median of the Total Shareholder Return for such period for
the companies in the Selected Peer Group (as defined below).

In addition, on each of January 31, 2007, January 31, 2008, January 31, 2009 and
January 31, 2010, any Basic Restricted Shares that could have vested, but that
did not vest, on any preceding January 31st shall vest on such subsequent date
if the Company's Total Shareholder Return for the period from the Commencement
Date through the applicable January 31st shall equal or exceed the median of the
Total Shareholder Return for such period for the companies in the Selected Peer
Group.

As used herein, "TOTAL SHAREHOLDER RETURN" shall mean the percentage return
received by all shareholders of the relevant company during the applicable
measurement period, including stock price appreciation and dividends, and shall
be calculated as follows:

 Ending Stock Price (1) - Beginning Stock Price (2) + Dividend Reinvestment (3)
 ------------------------------------------------------------------------------
                            Beginning Stock Price (2)

      (1)   With respect to each of the Company and each company in the Selected
            Peer Group, the average of the closing prices of its common stock
            for the 20 consecutive trading day period ending on the applicable
            January 31st (or if the applicable January 31 is not a trading date,
            the immediately preceding trading date).

      (2)   With respect to each of the Company and each company in the Selected
            Peer Group, the average of the closing prices of its common stock on
            the Registration Date and each of the four consecutive trading days
            immediately following the Registration Date.

      (3)   Assumes any dividends paid on the common stock of the Company or any
            company in the Selected Peer Group are used to purchase its common
            stock at the closing stock price on the date that such dividends are
            payable, and includes the value of such additional shares of such
            common stock (based on the Ending Stock Price for such common
            stock).

As used herein, "SELECTED PEER GROUP" shall mean 20 or more companies selected
by the Board of Directors of the Company (or any authorized committee thereof)
from

                                       21



among packaged food companies whose securities are registered to trade on a U.S.
national securities exchange or automated quotation system (including, but not
limited to NASDAQ) (the "PEER COMPANIES") on or as soon as practicable after the
Registration Date; provided that in no event shall any Ineligible Company be
selected to be a member of the Selected Peer Group. An "INELIGIBLE COMPANY"
shall mean any Peer Company (i) in which significant portion of its voting
securities is held by another corporate entity (other than an open-ended
investment company); (ii) has filed for protection under the Federal bankruptcy
law or any similar law, (iii) which is not organized, based and majority-owned
in the United States, (iv) is party to any agreement the consummation of which
would cause such Peer Company to cease to be publicly traded (or be described in
subclause (i) or (iii)), or (v) which has announced an intention to be sold or
cease to be publicly traded or to take actions which would cause it to be
described in subclause (i) or (iii). To the extent that any Peer Company
initially selected as part of the Selected Peer Group with respect to a
measurement period shall become an Ineligible Company prior to the end of such
period, such company shall be excluded from the Selected Peer Group for such
period. The Selected Peer Group will be reviewed annually to determine whether
any of its members shall have become Ineligible Companies.

                                       22

EX-10.14

                                                                   EXHIBIT 10.14

                              EMPLOYMENT AGREEMENT

      EMPLOYMENT AGREEMENT (this "AGREEMENT"), dated as of January 27, 2005, by
and between Dean Specialty Foods Holdings, Inc., a Delaware corporation (the
"COMPANY"), and David B. Vermylen (the "EXECUTIVE").

                              W I T N E S S E T H:

   WHEREAS, the Company's parent corporation, Dean Foods Company ("DEAN"),
intends, subject to certain conditions, to distribute the common stock, par
value $.01 per share, of the Company (the "COMMON STOCK") owned by Dean to its
shareholders, whereby the Company would become a stand-alone publicly traded
corporation;

   WHEREAS, Executive is willing to enter into this Agreement in anticipation of
the Company becoming a stand-alone publicly traded corporation through the
distribution of the Common Stock to Dean's shareholders;

   WHEREAS, to effect such a spin-off and to position the Company to maximize
its value for Dean's shareholders, it is necessary that the Company have a
strong and experienced management team with a proven track record in developing
and growing a company in the consumer packaged goods industry;

   WHEREAS, Executive is one of several members of a management team (the
"TEAM") that possesses the skills and experience necessary to undertake the
challenges of developing the Company, including through acquisitions;

   WHEREAS, in light of these skills and experience, the Company desires to
secure the services of Executive and the other members of the Team, and is
willing to enter into this Agreement embodying the terms of the employment of
Executive by the Company, which terms include one or more substantial
equity-based compensation awards; and

   WHEREAS, Executive is willing to accept such employment and enter into such
Agreement, subject to Dean making available to Executive and to the other
members of the Team the opportunity to invest in the common stock of the Company
and making the undertakings regarding the governance and management of the
Company set forth in the in the stockholders agreement (the "STOCKHOLDERS
AGREEMENT") to be entered into by the Company, Dean, Executive, other members of
the Team, and certain other investors who are affiliates of the Team
contemporaneously with this Agreement; and

   WHEREAS, in order to give Executive and the Team the opportunity to acquire
an equity interest in the Company and as an incentive for Executive to
participate in the affairs of the Company, the Company is willing to sell to
Executive, and Executive

                                       1


desires to purchase, shares of common stock (the "COMMON STOCK"), subject to the
terms and conditions set forth in the Subscription Agreement (the "SUBSCRIPTION
AGREEMENT") to be entered into contemporaneously with this Agreement and in the
Stockholders Agreement.

      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the Company and Executive hereby agree as follows:

   1. Employment. Upon the terms and subject to the conditions of this Agreement
and, unless earlier terminated as provided in Section 8, the Company hereby
employs Executive and Executive hereby accepts employment by the Company for the
period (i) commencing on the date hereof (the "COMMENCEMENT DATE") and (ii)
ending on the third anniversary of (A) the Commencement Date or, (B) if the
Common Stock shall become registered under Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), during the term hereof,
the third anniversary of the date such registration shall have become effective
and trading of Common Stock on a registered national securities exchange or
automated quotation system (including, but not limited to, NASDAQ) shall have
commenced (the "REGISTRATION DATE"); provided, however, that the term of this
Agreement shall automatically be extended for one additional year on the third
anniversary of the Registration Date and each subsequent anniversary thereof
unless not less than 90 days prior to such anniversary date either party shall
give the other written notice that he or it does not want the term to extend as
of such anniversary date. The period during which Executive is employed pursuant
to this Agreement (including pursuant to any extension of the term hereof
pursuant to the proviso in the immediately preceding sentence) shall be referred
to herein as the "EMPLOYMENT PERIOD."

   2. Position and Duties. During the Employment Period, Executive shall serve
as the President and Chief Operating Officer of the Company and in such other
position or positions with the Company and its majority-owned subsidiaries
consistent with the foregoing position as the Board of Directors of the Company
(the "BOARD") may specify or the Company and Executive may mutually agree upon
from time to time. During the Employment Period, Executive shall have the
duties, responsibilities and obligations customarily assigned to individuals at
comparable publicly traded companies serving in the position or positions in
which Executive serves hereunder. Executive shall devote substantially all his
business time to the services required of him hereunder, except for vacation
time and reasonable periods of absence due to sickness, personal injury or other
disability, and shall perform such services to the best of his abilities.
Subject to the provisions of Section 9, nothing herein shall preclude Executive
from (i) engaging in charitable activities and community affairs, (ii) managing
his personal investments and affairs or (iii) serving on the board of directors
or other governing body of any corporate or other business entity, so long as
such service is not in violation of the covenants contained in Section 9 or the
governance principles established for the Company by the Board, as in effect
from time to time, provided that in no event may such activities, either

                                       2


individually or in the aggregate, materially interfere with the proper
performance of Executive's duties and responsibilities hereunder.

   3. Place of Performance. The Company shall establish its headquarters office
in Chicago, Illinois metropolitan area at which Executive shall have his
principal office. Executive shall also have an office, and perform services at,
the Company's offices in Green Bay, Wisconsin, on such basis as Executive deems
necessary or appropriate for the performance of his duties.

   4. Compensation.

      (a) Base Salary. During the Employment Period, the Company shall pay
Executive a base salary at the annual rate of $500,000. Beginning in 2006, the
Board shall review Executive's base salary no less frequently than annually and
may increase such base salary in its discretion. The amount of annual base
salary payable under this Section 4(a) shall be reduced, however, to the extent
Executive elects to defer such salary under the terms of any deferred
compensation or savings plan or arrangement maintained or established by the
Company or any of its subsidiaries. Executive's annual base salary payable
hereunder, including any increased annual base salary, without reduction for any
amounts deferred as described above, is referred to herein as "BASE SALARY". The
Company shall pay Executive the portion of his Base Salary not deferred in
accordance with its standard payroll practices, but no less frequently than in
equal monthly installments.

      (b) Incentive Compensation. For each full calendar year during the
Employment Period, Executive shall be eligible to receive an annual incentive
bonus from the Company, with a target bonus opportunity of not less than 80% of
his Base Salary, which will be payable, if at all, upon the achievement by
Executive and/or the Company of performance objectives to be established by the
Board in consultation with the Company's Chief Executive Officer and
communicated to Executive during the first quarter of such year (the "INCENTIVE
COMPENSATION"). Without limiting the generality of the foregoing, the actual
amount payable to Executive in respect of the Incentive Compensation may be more
or less than the targeted opportunity (including zero) based on the actual
results against the pre-established performance objectives.

   5. Stock Purchase. Substantially contemporaneously with the Commencement
Date, Executive shall purchase the number of shares of Common Stock of the
Company specified in the Subscription Agreement related to the purchase of such
shares, to be entered into by Executive and the Company (the "SUBSCRIPTION
AGREEMENT"). The terms and conditions of such purchase shall be as set forth in
the Subscription Agreement, and such shares shall be subject to the limitations
and restrictions, including, without limitation, the restrictions on transfer
and the put and call rights set forth in the Stockholders Agreement.

                                       3


   6. Public Equity Awards.

      (a) Basic Restricted Stock Grant. On the fourth trading day following the
Registration Date, the Company shall grant Executive an award of that number of
whole restricted shares of Common Stock (the "BASIC RESTRICTED SHARES") as is
equal to (or most closely approximates) 0.44% of the Outstanding Common Stock on
the date of grant. The Basic Restricted Shares shall vest and become freely
transferable in the proportions, and based upon achievement of the total
shareholder return objectives, determined pursuant to Schedule A hereto, so long
as Executive is continuously employed by the Company through the applicable
vesting date. Any Basic Restricted Shares that have not become vested and freely
transferable on or before the fifth anniversary of the grant date shall be
forfeited. For purposes of this Agreement, "OUTSTANDING COMMON STOCK" shall mean
the sum of (x) the number of shares Common Stock that are issued and outstanding
on the Registration Date and (y) the number of shares of Common Stock issuable
pursuant to any stock options granted by Dean prior to the Registration Date in
respect of its common stock and converted into the right to purchase Common
Stock in connection with or in contemplation of the Spin-Off.

      (b) Supplemental Restricted Stock Unit Grant. On the fourth trading day
following the Registration Date, Executive shall be granted, automatically and
without any further action on the part of the Company or the Board, an award of
restricted stock units, with each such unit representing a right to receive one
share of Common Stock on the terms and conditions set forth herein (the
"SUPPLEMENTAL RESTRICTED SHARE UNITS"). The number of Supplemental Restricted
Share Units subject to such grant shall be equal to the quotient (rounded up to
the nearest whole number) obtained by dividing (x) by (y), where (x) and (y)
are:

      (x)   the product of (i) the excess, if any, of (A) the Initial Fair
            Market Value over (B) the Adjusted Per Share Purchase Price and (ii)
            that number of whole shares of Common Stock as is equal to (or most
            closely approximates) 1.32% of the Outstanding Common Stock on the
            date of grant; and

      (y)   the Initial Fair Market Value.

   For purposes of this Agreement, "INITIAL FAIR MARKET VALUE" shall mean the
average of the closing values on the Registration Date and on each of the next
four trading days immediately following the Registration Date, as reported on
the principal exchange or automated quotation system on which the Common Stock
is traded or reported. "ADJUSTED PER SHARE PURCHASE PRICE" shall mean the $5,000
purchase price per share of Common Stock, appropriately adjusted to reflect any
stock split or share combination involving the Common Stock, any
recapitalization of the Company, any adjustment pursuant to Section 4.3(b) of
the Stockholders Agreement, or any merger, consolidation, reorganization or
similar corporate event involving the Company occurring

                                       4


on or after the Commencement Date and on or before the Registration Date.

   The Supplemental Restricted Share Units shall vest in three equal annual
installments on the first three anniversaries of the Registration Date, so long
as (with respect to each installment) Executive is continuously employed by the
Company through the applicable anniversary date. Notwithstanding the foregoing,
no Supplemental Restricted Share Units shall become vested on any such
anniversary date if, on such date, the average of the closing prices of a share
of Common Stock on the principal trading market on which such shares are traded
or reported for the 20 trading day period ended on such date (or, if such date
is not a business day, the 20 trading day period ended on the last trading day
occurring immediately prior thereto) does not exceed the Initial Fair Market
Value (the "MINIMUM VALUE REQUIREMENT"). In the event that the Minimum Value
Requirement is not satisfied on any applicable anniversary date, the
Supplemental Restricted Share Units that would otherwise have vested on such
anniversary date shall vest on any subsequent anniversary date or on any date
after the third anniversary date (treating each such date as an anniversary date
for purposes of the 20 day trading measurement period) on which both Executive
is still an employee of the Company and the Minimum Value Requirement is
satisfied; provided that any such Supplemental Restricted Share Units that have
not become vested on or before the fifth anniversary of the grant date shall be
forfeited. The shares of Common Stock corresponding to any vested Supplemental
Restricted Share Units, if any, shall be distributed to Executive as soon as
practicable, but not later than five (5) business days following the earlier to
occur of (i) the fifth anniversary of the date of grant or (ii) the sixth month
anniversary of the date Executive's employment with the Company terminates,
unless the Executive elects (in a manner consistent with the applicable
requirements of Section 409A of the Internal Revenue Code (the "CODE")) to defer
the date upon which the shares of Common Stock corresponding to the vested
Supplement Restricted Share Units shall be distributed.

      (c) Stock Option. On the fourth trading day following the Registration
Date, the Company shall automatically and without any further action on the part
of the Company or the Board grant to Executive a non-qualified stock option to
purchase the number of shares of Common Stock equal to the remainder of (i) the
number of whole shares of Common Stock specified in Section 6(b)(x)(ii) minus
(ii) the number of Supplemental Restricted Share Units awarded pursuant to
Section 6(b) (the "OPTION"). The exercise price per share with respect to the
Option shall be equal to the Initial Fair Market Value. The Option shall become
vested and exercisable in three approximately equal annual installments on each
of the first three anniversaries of the grant date of such Option, so long as
Executive is continuously employed by the Company through the applicable
anniversary date.

      (d) Stock Incentive Plan. Each of the Basic Restricted Shares, the
Supplemental Restricted Shares and the Option shall be granted pursuant to a
stock incentive plan (the "INCENTIVE PLAN") to be adopted by the Company prior
to the Registration Date that will authorize for issuance thereunder at least
(i) 13% of the

                                       5


Outstanding Common Stock plus (ii) the number of shares of Common Stock issuable
pursuant to any stock options granted by Dean prior to the Registration Date in
respect of its common stock and converted into the right to purchase Common
Stock in connection with or in contemplation of the Spin-Off as provided in the
Stockholders Agreement. Such Incentive Plan shall have terms and conditions
which will permit the issuance of the awards to the Executive specified in this
Section 6 and shall not contain any other term or condition that has an adverse
effect on any award to be made to Executive pursuant to this Section 6.

      (e) Award Agreements. Each of the Basic Restricted Shares, Supplemental
Restricted Shares and the Option shall be subject to an award agreement having
the terms and conditions specified in the preceding subparagraphs of this
Section 6 and otherwise consistent with the terms and conditions of the
Incentive Plan. Each such agreement shall provide for full vesting of such
awards upon a Change of Control and shall provide that Executive shall have the
right to elect that any applicable tax withholding requirements with respect to
the vesting, exercise or distribution of Common Stock be satisfied by having the
Company withhold shares of Common Stock subject to such award having a value
equal to the minimum required applicable tax withholding, and that Executive may
exercise the Option using previously owned shares of Common Stock, including
Basic Restricted Shares that are still subject to forfeiture, provided that that
number of shares deliverable upon exercise of the Option that corresponds to the
number of unvested Basic Restricted Shares surrendered will be subject to the
same forfeiture provisions and restrictions on transfer as the Basic Restricted
Shares surrendered to exercise such Option, in whole or in part.

      (f) Capital Adjustments. Notwithstanding anything to the contrary
contained in Section 5 or this Section 6, the exercise price of, and the number
of Shares subject to, the Option, the number of Units subject to the
Supplemental Restricted Share Units, and the Minimum Value Requirement shall be
appropriately adjusted, by the Board in its sole discretion, to reflect any
extraordinary dividend, any dividend payable in shares of capital stock, any
stock split or share combination involving the Common Stock, any
recapitalization of the Company, any merger, consolidation, reorganization or
similar corporate event involving the Company occurring after the Registration
Date.

      (g) Impact on Future Grants. Unless following the Registration Date the
Board shall determine that special circumstances warrant the grant of such
additional awards as it or any duly authorized committee thereof shall, in its
sole discretion, determine, it is the intent and expectation of the parties that
Executive will not receive any further grants of equity-based compensation prior
to the third anniversary of the Commencement Date. Following such third
anniversary, Executive shall be eligible to receive equity-based compensation
awards in accordance the Company's generally applicable compensation practices,
as then in effect.

                                       6


   7. Benefits, Perquisites and Expenses.

      (a) Benefits. During the Employment Period, Executive shall be eligible to
participate in (i) each welfare benefit plan sponsored or maintained by the
Company for its senior executive officers, including, without limitation, each
group life, hospitalization, medical, dental, health, accident or disability
insurance or similar plan or program of the Company, and (ii) each pension,
profit sharing, retirement, deferred compensation or savings plan sponsored or
maintained by the Company for its senior executive officers, in each case,
whether now existing or established hereafter, in accordance with the generally
applicable provisions thereof, as the same may be amended from time to time.

      (b) Perquisites. During the Employment Period, Executive shall be entitled
to receive such perquisites as are generally provided to other senior executive
officers of the Company in accordance with the then current policies and
practices of the Company.

      (c) Business Expenses. During the Employment Period, the Company shall pay
or reimburse Executive for all reasonable expenses incurred or paid by Executive
in the performance of Executive's duties hereunder, upon presentation of expense
statements or vouchers and such other information as the Company may require and
in accordance with the generally applicable policies and procedures of the
Company.

      (d) Indemnification. The Company agrees that if Executive is made a party,
or is threatened to be made a party, to any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "PROCEEDING"), by reason of
the fact that he is or was a director, officer or employee of the Company or any
subsidiary or affiliate thereof, or is or was serving at the request of the
Company as a director, officer, member, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, including,
in each case, service with respect to employee benefit plans, whether or not the
basis of such Proceeding is Executive's alleged action in an official capacity
while serving as a director, officer, member, employee or agent, Executive shall
be indemnified and held harmless by the Company to the fullest extent legally
permitted or authorized by the Company's certificate of incorporation or by-laws
or resolutions of the Board or, if greater, by the laws of the State of
Delaware, against all cost, expense, liability and loss (including, without
limitation, attorney's fees, judgments, fines or penalties and amounts paid or
to be paid in settlement) reasonably incurred or suffered by Executive in
connection therewith, and such indemnification shall continue as to Executive
even if he has ceased to be a director, officer, member, employee or agent of
the Company or other entity and shall inure to the benefit of Executive's heirs,
executors and administrators. If Executive serves as a director, officer,
member, partner, employee or agent of another corporation, partnership, joint
venture, limited liability company, trust or other enterprise (including, in
each case, service with respect to employee benefit plans) which is a subsidiary
or affiliate of the Company, it shall be presumed for purposes of this Section
7(d) that Executive serves or served in such capacity at the request of the

                                       7


Company. The Company shall advance to Executive all reasonable costs and
expenses incurred by him in connection with a Proceeding within 30 days after
receipt by the Company of a written request for such advance. Such request shall
include an undertaking by Executive to repay the amount of such advance, if it
shall ultimately be determined that he is not entitled to be indemnified against
such costs and expenses. The Company agrees to continue and maintain a
directors' and officers' liability insurance policy covering Executive to the
extent the Company provides such coverage for its other executive officers or
directors.

   8. Termination of Employment.

      (a) Early Termination of the Employment Period. Notwithstanding Section 1,
the Employment Period shall end upon the earliest to occur of (i) a termination
of Executive's employment on account of Executive's death, (ii) a Termination
due to Disability, (iii) a Termination for Cause, (iv) a Termination Without
Cause, (v) a Termination for Good Reason, (vi) a Termination due to Retirement
or (vii) a Voluntary Termination.

      (b) Termination Due to Death or Disability. In the event that Executive's
employment hereunder terminates due to his death or as a result of a Termination
due to Disability (as defined below), no termination benefits shall be payable
to or in respect of Executive except as provided in Section 8(e). For purposes
of this Agreement, "TERMINATION DUE TO DISABILITY" means a termination of
Executive's employment upon written notice from the Company because Executive
has been incapable, regardless of any reasonable accommodation by the Company,
of substantially fulfilling the positions, duties, responsibilities and
obligations set forth in this Agreement because of physical, mental or emotional
incapacity resulting from injury, sickness or disease for a period of more than
(i) four consecutive months or (ii) an aggregate of six months in any twelve
month period. Any question as to the existence or extent of Executive's
disability upon which Executive and the Company cannot agree shall be determined
by a qualified, independent physician jointly selected by the Company and
Executive. If the Company and Executive cannot agree on the physician to make
the determination, then the Company and Executive shall each select a physician
and those physicians shall jointly select a third physician, who shall make the
determination. The determination of any such physician shall be final and
conclusive for all purposes of this Agreement. Executive or his legal
representative or any adult member of his immediate family shall have the right
to present to such physician such information and arguments as to Executive's
disability as he, she or they deem appropriate, including the opinion of
Executive's personal physician.

      (c) Termination by the Company. The Company may terminate Executive's
employment with the Company with or without Cause; provided that prior to the
Registration Date, the Company may only terminate Executive's employment
hereunder for Cause. "TERMINATION FOR CAUSE" means a termination of Executive's
employment

                                       8


by the Company due to Cause. "CAUSE" means (i) Executive's conviction of a
felony or the entering by Executive of a plea of nolo contendere to a felony
charge, (ii) Executive's gross neglect or willful and intentional gross
misconduct in the performance of, or willful, substantial and continual refusal
by Executive in breach of this Agreement to perform, the duties,
responsibilities or obligations assigned to Executive pursuant to the terms
hereof, (iii) a TreeHouse Default (as defined in the Stockholders Agreement),
(iv) any material breach by Executive of Section 9 of this Agreement or (v) a
material breach by Executive of the Code of Ethics applicable to the Company's
employees, as in effect from time to time; provided, however, that no act or
omission shall constitute "Cause" for purposes of this Agreement unless the
Board provides Executive, within 90 days of the Board learning of such act or
acts or failure or failures to act, (A) written notice of the intention to
terminate him for Cause, which notice states in detail clearly and fully the
particular act or acts or failure or failures to act that constitute the grounds
on which the Board reasonably believes in good faith constitutes "Cause", and
(B) an opportunity, within thirty (30) days following Executive's receipt of
such notice, to meet in person with the Board to explain or defend the alleged
act or acts or failure or failures to act relied upon by the Board and, to the
extent such cure is possible, to cure such act or acts or failure or failures to
act. If such conduct is cured to the reasonable satisfaction of the Board, such
notice of termination shall be revoked. Further, no act or acts or failure or
failures to act shall be considered "willful" or "intentional" if taken in good
faith and Executive reasonably believed such act or acts or failure or failures
to act were in the best interests of the Company.

      (d) Termination by Executive. Executive may terminate his employment with
the Company for Good Reason, for Retirement or in a Voluntary Termination. A
"TERMINATION FOR GOOD REASON" by Executive means a termination of Executive's
employment by Executive within 90 days following (i) a reduction in Executive's
annual Base Salary or target Incentive Compensation opportunity, (ii) the
failure to elect or reelect Executive to any of the positions described in
Section 2 above or the removal of him from any such position, (iii) a material
reduction in Executive's duties and responsibilities or the assignment to
Executive of duties and responsibilities which are materially inconsistent with
his duties or which materially impair Executive's ability to function in the
position specified in Section 2, (iv) a material breach of any material
provision of this Agreement by the Company, (v) the earlier of (x) October 31,
2005 (or such later date as the Company and Executive (or Executive's agent
appointed pursuant to the Stockholders Agreement) shall agree) and (y) the Early
Termination Date (as defined in the Stockholders Agreement), if the Registration
Date has not occurred on or before such earlier date other than as a result of a
TreeHouse Default; (vi) any material breach by the Company or Dean of the
Stockholders Agreement; (vii) any material breach by the Company of any of the
award agreements referenced in Section 6(e); or (viii) the failure by the
Company to obtain the assumption agreement referred to in Section 10(b) of this
Agreement prior to the effectiveness of any succession referred to therein,
unless the purchaser, successor or assignee referred to therein is bound to
perform this Agreement by operation of law. Notwithstanding the foregoing, a

                                       9


termination shall not be treated as a Termination for Good Reason (i) if
Executive shall have consented in writing to the occurrence of the event giving
rise to the claim of Termination for Good Reason (or non-occurrence of the event
described in clause (v) of this definition) or (ii) unless Executive shall have
delivered a written notice to the Board within 60 days of his having actual
knowledge of the occurrence of one of such events stating that he intends to
terminate his employment for Good Reason and specifying the factual basis for
such termination, and such event, if capable of being cured, shall not have been
cured within 10 days of the receipt of such notice. A "TERMINATION DUE TO
RETIREMENT" means Executive's voluntary termination of employment after having
(i) completed at least five (5) years of service with the Company and (ii) the
sum of the Executive's attained age and length of service with the Company is at
least 62 (or such lower number as the Board shall permit). A "VOLUNTARY
TERMINATION" shall mean a termination of employment by Executive that is not a
Termination for Good Reason, a Termination due to Retirement or a Termination
due to Disability, and which occurs after the Registration Date and on 90th day
after Executive shall have given the Company written notice of his intent to
terminate his employment (or as of such later date as Executive shall specify in
such notice).

      (e) Payments and Benefits Upon Certain Terminations.

         (i) In the event of the termination of Executive's employment for any
   reason (including a voluntary termination of employment by Executive which is
   not a Termination for Good Reason), Executive shall be entitled to any Earned
   Compensation owed to Executive but not yet paid and the Vested Benefits.

         (ii) Except as provided in Section 8(e)(iii), in the event the
   Employment Period ends by reason of a Termination Without Cause or a
   Termination for Good Reason, Executive shall receive the Basic Payment.

         (iii) In lieu of the Basic Payment, in the event the Employment Period
   ends by reason of a Termination Without Cause or a Termination for Good
   Reason within the 24 month period immediately following a Change of Control,
   Executive shall receive the Special Payment.

         (iv) In the event that Executive's employment terminates (A) due to his
   death, a Termination due to Disability or a Termination due to Retirement, in
   any such case, after the Registration Date, or (B) due to a Termination
   Without Cause or a Termination for Good Reason, in either case, after the
   Registration Date and at a time at which Sam Reed is not acting in the
   capacity of the Company's Chief Executive Officer, (x) any portion of the
   Option that has not become vested and exercisable prior to such termination
   of employment shall become vested and exercisable and, to the extent not
   earlier exercised, the Option shall remain exercisable until the second
   anniversary of such termination or, if earlier, the expiration of its term,
   and (y) any Basic Restricted Shares and Supplemental Restricted Shares
   outstanding on such date of termination shall continue to vest, if at

                                       10


   all, in accordance with their terms on the same terms and conditions that
   would have applied if Executive's employment hereunder had not been
   terminated.

         (v) In the event that Executive's employment terminates due to a
   Termination Without Cause or a Termination for Good Reason, in either case,
   after the Registration Date and while Sam Reed is acting in the capacity of
   the Company's Chief Executive Officer, (A) in addition to any portion of the
   Option that at such time is vested and exercisable in the ordinary course,
   upon such termination, the following additional portion of the Option shall
   become vested and exercisable: (x) the portion of the Option, if any, that
   would have become vested and exercisable on the next following anniversary of
   the Option grant date had Executive continued to have been employed plus (y)
   the portion of the Option, if any, that would become vested on the second
   following anniversary of the Option grant date had Executive continued to
   have been employed times a fraction (the "PRO-RATION FRACTION"), the
   numerator of which is the number of days Executive was employed since the
   last anniversary of such grant date through (and including) the termination
   date and the denominator of which is 365, and (B) any portion of the Option
   that is vested and exercisable on the termination date (including the portion
   thereof that vests and becomes exercisable on such date pursuant to subclause
   (A)) shall be and remain exercisable (unless earlier exercised) until the
   second anniversary of the termination date.

         (vi) In the event that Executive's employment terminates due to a
   Termination Without Cause or a Termination for Good Reason, in either case,
   after the Registration Date and while Sam Reed is acting in the capacity of
   the Company's Chief Executive Officer, in addition to any portion thereof
   that became vested in the ordinary course prior to the date of such
   termination, the following additional portion of the Basic Restricted Shares
   and Supplemental Restricted Share Units may continue to vest in accordance
   with its terms on the same basis as would have applied had Executive's
   employment not terminated: (x) any portion of the Basic Restricted Share
   award and the Supplemental Restricted Share Units award that had not become
   vested as of the termination date solely because the performance criteria
   applicable thereto had not yet been satisfied (i.e., any portion thereof as
   to which the service requirements has been satisfied at the date Executive's
   employment terminated), (y) the portion of each such award that could become
   vested on the next following anniversary of the date on which it was granted
   had Executive continued to have been employed and (z) the portion of each
   such award, if any, that could become vested on the second following
   anniversary of the grant date of such award had Executive continued to have
   been employed, multiplied by the Pro-Ration Fraction.

         (vii) In the event of a Termination due to Disability, a Termination
   Without Cause or a Termination for Good Reason, Executive shall be entitled
   to continued participation in all medical, dental, hospitalization and life
   insurance

                                       11


   coverage and in other employee benefit plans or programs in which
   he was participating on the date of the termination of his employment until
   the earlier of (A) the second anniversary (or, in the event Executive
   receives the Special Payment, the third anniversary) of his termination of
   employment and (B) the date, or dates, he receives equivalent coverage and
   benefits under the plans and programs of a subsequent employer (such
   coverages and benefits to be determined on a coverage-by-coverage, or
   benefit-by-benefit basis); provided that if Executive is precluded from
   continuing his participation in any employee plan or program as provided in
   this Section 8(e)(iv), he shall be provided with the economic equivalent of
   the benefits provided under the plan or program in which he is unable to
   participate.

         (viii) Certain Definitions. For purposes of this Section 8, capitalized
   terms have the following meanings.

      "BASIC PAYMENT" means an amount equal to two times the sum of (a) the
annual Base Salary payable to Executive immediately prior to the end of the
Employment Period (or in the event a reduction in Base Salary is the basis for a
Termination for Good Reason, then the Base Salary in effect immediately prior to
such reduction) and (b) the Target Incentive Compensation for the calendar year
in which the Employment Period ends pursuant to Section 8(a).

      "CHANGE OF CONTROL" means the occurrence of any of the following events
following the date of distribution of the Common Stock to the stockholders of
Dean in connection with the Spin-Off: (a) any "person" (as such term is used in
Section 13(d) of the Exchange Act, but specifically excluding the Company, any
wholly-owned subsidiary of the Company and/or any employee benefit plan
maintained by the Company or any wholly-owned subsidiary of the Company) becomes
the "beneficial owner" (as determined pursuant to Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing thirty
percent (30%) or more of the combined voting power of the Company's then
outstanding securities; or (b) individuals who currently serve on the Board, or
whose election to the Board or nomination for election to the Board was approved
by a vote of at least two-thirds (2/3) of the directors who either currently
serve on the Board, or whose election or nomination for election was previously
so approved, cease for any reason to constitute a majority of the Board; or (c)
the Company or any subsidiary of the Company shall merge with or consolidate
into any other corporation, other than a merger or consolidation which would
result in the holders of the voting securities of the Company outstanding
immediately prior thereto holding immediately thereafter securities representing
more than sixty percent (60%) of the combined voting power of the voting
securities of the Company or such surviving entity (or its ultimate parent, if
applicable) outstanding immediately after such merger or consolidation; or (d)
the stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, or such a plan is commenced.

                                       12


      "DATE OF TERMINATION" means (i) if Executive's employment is terminated by
his death, the date of his death, and (ii) if Executive's employment is
terminated for any other reason, the date specified in a notice of termination
delivered to Executive by the Company (or if no such date is specified, the date
such notice is delivered).

      "EARNED COMPENSATION" means the sum of (a) any Base Salary earned, but
unpaid, for services rendered to the Company on or prior to the date on which
the Employment Period ends pursuant to Section 8(a), (b) any annual Incentive
Compensation payable for services rendered in the calendar year preceding the
calendar year in which the Employment Period ends that has not been paid on or
prior to the date the Employment Period ends (other than (x) Base Salary and (y)
Incentive Compensation deferred pursuant to Executive's election), (c) any
accrued but unused vacation days and (d) any business expenses incurred on or
prior to the date of the Executive's termination that are eligible for
reimbursement in accordance with the Company's expense reimbursement policies as
then in effect.

      "SPECIAL PAYMENT" means an amount equal to three times the sum of (a) the
annual Base Salary payable to Executive immediately prior to the end of the
Employment Period (or in the event a reduction in Base Salary is the basis for a
Termination for Good Reason, then the Base Salary in effect immediately prior to
such reduction) and (b) the Target Incentive Compensation for the calendar year
in which the Employment Period ends pursuant to Section 8(a).

      "TARGET INCENTIVE COMPENSATION" means with respect to any calendar year
the annual Incentive Compensation Executive would have been entitled to receive
under Section 4(b) for such calendar year had he remained employed by the
Company for the entire calendar year and assuming that all targets for such
calendar year had been met.

      "VESTED BENEFITS" means amounts which are vested or which Executive is
otherwise entitled to receive under the terms of or in accordance with any plan,
policy, practice or program of, or any contract or agreement with, the Company
or any of its subsidiaries, at or subsequent to the date of his termination
without regard to the performance by Executive of further services or the
resolution of a contingency.

      (f) Resignation upon Termination. Effective as of any Date of Termination
under this Section 8, Executive shall resign, in writing, from all positions
then held by him with the Company and its affiliates.

      (g) Timing of Payments. Earned Compensation, the Basic Payment and the
Special Payment shall be paid in a single lump sum as soon as practicable, but
in no event more than 15 days, following the end of the Employment Period.
Vested Benefits shall be payable in accordance with the terms of the plan,
policy, practice, program, contract or agreement under which such benefits have
accrued.

                                       13


      (h) Payment Following a Change of Control. If the aggregate of all
payments or benefits made or provided to Executive with respect to any of the
equity compensation provided under Section 5 or Section 6, under Section
8(e)(iii)(A), if applicable, and under all other plans and programs of the
Company (the "AGGREGATE PAYMENT") is determined to constitute a Parachute
Payment, as such term is defined in Section 280G(b)(2) of the Code, the Company
shall pay to Executive, prior to the time any excise tax imposed by Section 4999
of the Code (the "EXCISE TAX") is payable with respect to such Aggregate
Payment, an additional amount which, after the imposition of all income,
employment and excise taxes thereon, is equal to the Excise Tax on the Aggregate
Payment. The determination of whether the Aggregate Payment constitutes a
Parachute Payment and, if so, the amount to be paid to Executive and the time of
payment pursuant to this Section 8(h) shall be made by the Company's independent
auditor or, if such independent auditor is unwilling or unable to serve in this
capacity, such other nationally recognized accounting firm selected by the
Company with the consent of the person serving as the Chief Executive Officer of
the Company immediately prior to the Change of Control, which consent shall not
be unreasonably withheld (the "AUDITOR").

      (i) Full Discharge of Company Obligations. The amounts payable to
Executive pursuant to this Section 8 following termination of his employment
(including amounts payable with respect to Vested Benefits) shall be in full and
complete satisfaction of Executive's rights under this Agreement and any other
claims he may have in respect of his employment by the Company or any of its
subsidiaries other than claims for common law torts or under other contracts
between Executive and the Company or its subsidiaries. Such amounts shall
constitute liquidated damages with respect to any and all such rights and claims
and, upon Executive's receipt of such amounts, the Company shall be released and
discharged from any and all liability to Executive in connection with this
Agreement or otherwise in connection with Executive's employment with the
Company and its subsidiaries and, as a condition to payment of any such amounts
that are in excess of the Earned Compensation and the Vested Benefits, following
the Date of Termination and if requested by the Company, Executive shall execute
a release in favor of the Company in the form approved by the Company.

      (j) No Mitigation; No Offset. In the event of any termination of
employment under this Section 8, Executive shall be under no obligation to seek
other employment and there shall be no offset against amounts due Executive
under this Agreement on account of any remuneration attributable to any
subsequent employment that he may obtain except as specifically provided with
regard to the continuation of benefits in Section 8(e)(v).

   9. Noncompetition and Confidentiality.

      (a) Noncompetition. During the Employment Period and, in the event that
Executive's employment is terminated for any reason other than death, a
Termination Without Cause or a Termination for Good Reason, for a period of 12
months following

                                       14


the Date of Termination (the "POST-TERMINATION PERIOD"), Executive shall not
become associated with any entity, whether as a principal, partner, employee,
consultant or shareholder (other than as a holder of not in excess of 1% of the
outstanding voting shares of any publicly traded company), that is actively
engaged in any geographic area in any business which is in competition with a
business conducted by the Company at the time of the alleged competition and, in
the case of the Post-Termination Period, at the Date of Termination.

      (b) Confidentiality. Without the prior written consent of the Company,
except (i) in the course of carrying out his duties hereunder or (ii) to the
extent required by an order of a court having competent jurisdiction or under
subpoena from an appropriate government agency, Executive shall not disclose any
trade secrets, customer lists, drawings, designs, information regarding product
development, marketing plans, sales plans, manufacturing plans, management
organization information (including data and other information relating to
members of the Board and management), operating policies or manuals, business
plans, financial records, packaging design or other financial, commercial,
business or technical information relating to the Company or any of its
subsidiaries or information designated as confidential or proprietary that the
Company or any of its subsidiaries may receive belonging to suppliers, customers
or others who do business with the Company or any of its subsidiaries
(collectively, "CONFIDENTIAL INFORMATION") to any third person unless such
Confidential Information has been previously disclosed to the public by the
Company or has otherwise become available to the public (other than by reason of
Executive's breach of this Section 9(b)).

      (c) Company Property. Promptly following termination of Executive's
employment, Executive shall return to the Company all property of the Company,
and all copies thereof in Executive's possession or under his control, except
that Executive may retain his personal notes, diaries, Rolodexes, calendars and
correspondence.

      (d) Non-Solicitation of Employees. During the Employment Period and during
the one year period following any termination of Executive's employment for any
reason, Executive shall not, except in the course of carrying out his duties
hereunder, directly or indirectly induce any employee of the Company or any of
its subsidiaries to terminate employment with such entity, and shall not
directly or indirectly, either individually or as owner, agent, employee,
consultant or otherwise, knowingly employ or offer employment to any person who
is or was employed by the Company or a subsidiary thereof unless such person
shall have ceased to be employed by such entity for a period of at least 6
months.

      (e) Injunctive Relief with Respect to Covenants. Executive acknowledges
and agrees that the covenants and obligations of Executive with respect to
noncompetition, nonsolicitation, confidentiality and Company property relate to
special, unique and extraordinary matters and that a violation of any of the
terms of such covenants and obligations may cause the Company irreparable injury
for which adequate

                                       15


remedies are not available at law. Therefore, Executive agrees that the Company
shall be entitled to an injunction, restraining order or such other equitable
relief restraining Executive from committing any violation of the covenants and
obligations contained in this Section 9. These injunctive remedies are
cumulative and are in addition to any other rights and remedies the Company may
have at law or in equity.

   10. Miscellaneous.

      (a) Survival. Sections 7(d) (relating to the Company's obligation to
indemnify Executive), 8 (relating to early termination), 9 (relating to
noncompetition, nonsolicitation and confidentiality) and 10(o) (relating to
governing law) shall survive the termination hereof, whether such termination
shall be by expiration of the Employment Period or an early termination pursuant
to Section 8 hereof.

      (b) Binding Effect. This Agreement shall be binding on, and shall inure to
the benefit of, the Company and any person or entity that succeeds to the
interest of the Company (regardless of whether such succession does or does not
occur by operation of law) by reason of a merger, consolidation or
reorganization involving the Company or a sale of all or substantially all of
the assets of the Company, provided that the assignee or transferee is the
successor to all or substantially all of the assets of the Company and such
assignee or transferee assumes the liabilities, obligations and duties of the
Company, as contained in this Agreement, either contractually or as a matter of
law. The Company further agrees that, in the event of a sale of assets as
described in the preceding sentence, it shall use its reasonable best efforts to
cause such assignee or transferee to expressly assume the liabilities,
obligations and duties of the Company hereunder. This Agreement shall also inure
to the benefit of Executive's heirs, executors, administrators and legal
representatives and beneficiaries as provided in Section 10(d).

      (c) Assignment. Except as provided under Section 10(b), neither this
Agreement nor any of the rights or obligations hereunder shall be assigned or
delegated by any party hereto without the prior written consent of the other
party.

      (d) Beneficiaries/References. Executive shall be entitled, to the extent
permitted under any applicable law and the terms of any applicable plan, to
select and change a beneficiary or beneficiaries to receive any compensation or
benefit payable hereunder following Executive's death by giving the Company
written notice thereof. In the event of Executive's death or a judicial
determination of his incompetence, reference in this Agreement to Executive
shall be deemed, where appropriate, to refer to his beneficiary, estate or other
legal representative.

      (e) Resolution of Disputes. Any disputes arising under or in connection
with this Agreement shall, at the election of Executive or the Company, be
resolved by binding arbitration, to be held in Chicago, Illinois in accordance
with the rules and procedures of the American Arbitration Association. Judgment
upon the award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof. Costs of the

                                       16


arbitration shall be borne by the Company. Unless the arbitrator determines that
Executive did not have a reasonable basis for asserting his position with
respect to the dispute in question, the Company shall also reimburse Executive
for his reasonable attorneys' fees incurred with respect to any arbitration.
Pending the resolution of any arbitration or court proceeding, the Company shall
continue payment of all amounts due Executive under this Agreement and all
benefits to which Executive is entitled at the time the dispute arises (other
than the amounts which are the subject of such dispute).

      (f) Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the matters referred to herein. No
amendment to this Agreement shall be binding between the parties unless it is in
writing and signed by the party against whom enforcement is sought. There are no
promises, representations, inducements or statements between the parties other
than those that are expressly contained herein. Executive acknowledges that he
is entering into this Agreement of his own free will and accord, and with no
duress, that he has been represented and fully advised by competent counsel in
entering into this Agreement, that he has read this Agreement and that he
understands it and its legal consequences.

      (g) Representations. Executive represents that his employment hereunder
and compliance by him with the terms and conditions of this Agreement will not
conflict with or result in the breach of any agreement to which he is a party or
by which he may be bound. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware. The
Company has the full corporate power and authority to execute and deliver this
Agreement. The Company has taken all action required by law, the Certificate of
Incorporation, its By-Laws or otherwise required to be taken by it to authorize
the execution, delivery and performance by it of this Agreement. This Agreement
is a valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms.

      (h) Severability; Reformation. In the event that one or more of the
provisions of this Agreement shall become invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not be affected thereby. In the event any of
Section 9(a), (b) or (d) is not enforceable in accordance with its terms,
Executive and the Company agree that such Section shall be reformed to make such
Section enforceable in a manner which provides the Company the maximum rights
permitted at law.

      (i) Waiver. Waiver by any party hereto of any breach or default by the
other party of any of the terms of this Agreement shall not operate as a waiver
of any other breach or default, whether similar to or different from the breach
or default waived. No waiver of any provision of this Agreement shall be implied
from any course of dealing between the parties hereto or from any failure by
either party hereto to assert its or his rights hereunder on any occasion or
series of occasions.

                                       17


      (j) Notices. Any notice required or desired to be delivered under this
Agreement shall be in writing and shall be delivered personally, by courier
service, by registered mail, return receipt requested, or by telecopy and shall
be effective upon actual receipt when delivered or sent by telecopy and upon
mailing when sent by registered mail, and shall be addressed as follows (or to
such other address as the party entitled to notice shall hereafter designate in
accordance with the terms hereof):

      If to the Company:

               857-897 School Place
               P.O. Box 19057
               Green Bay, Wisconsin  54307
               Attention:  General Counsel
               Telecopy No.:  (920) 497-4604

               prior to the Registration Date, with a copy to:

               Dean Foods Company
               2515 McKinney Avenue
               Suite 1200
               Dallas, Texas  75201
               Attention:  General Counsel
               Telecopy No.:  (214) 303-3413

      If to Executive:

               1227 W. Kajer Lane
               Lake Forest, Illinois  60045

               with a copy to:

               Vedder, Price, Kaufman & Kammholz, P.C.
               222 N. LaSalle Street
               Chicago, Illinois  60601
               Attention:  Robert J. Stucker, Esq.
                           Thomas P. Desmond, Esq.

      (k) Amendments. This Agreement may not be altered, modified or amended
except by a written instrument signed by each of the parties hereto.

      (l) Headings. Headings to Sections in this Agreement are for the
convenience of the parties only and are not intended to be part of or to affect
the meaning or interpretation hereof.

                                       18


      (m) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.

      (n) Withholding. Any payments provided for herein shall be reduced by any
amounts required to be withheld by the Company from time to time under
applicable federal, state or local income or employment tax laws or similar
statutes or other provisions of law then in effect.

      (o) Governing Law. This Agreement shall be governed by the laws of the
State of Delaware, without reference to principles of conflicts or choice of law
under which the law of any other jurisdiction would apply.

                          -- Signature page follows --

                                       19


      IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officer and Executive has hereunto set his hand as of the
day and year first above written.

                                                            DEAN SPECIALTY FOODS
                                                                 HOLDINGS, INC.

                                                             By:________________
                                                                Name:
                                                                Title:

                                                            EXECUTIVE:
                                                            ____________________
                                                            David B. Vermylen

                                       20


                                                                      Schedule A

On each of January 31, 2006, January 31, 2007 and January 31, 2008, one-third of
the Basic Restricted Shares shall vest, provided that the Company's Total
Shareholder Return for the period commencing on the fourth trading day following
the Registration Date (the "COMMENCEMENT DATE") and ending on such January 31st
equals or exceeds the median of the Total Shareholder Return for such period for
the companies in the Selected Peer Group (as defined below).

In addition, on each of January 31, 2007, January 31, 2008, January 31, 2009 and
January 31, 2010, any Basic Restricted Shares that could have vested, but that
did not vest, on any preceding January 31st shall vest on such subsequent date
if the Company's Total Shareholder Return for the period from the Commencement
Date through the applicable January 31st shall equal or exceed the median of the
Total Shareholder Return for such period for the companies in the Selected Peer
Group.

As used herein, "TOTAL SHAREHOLDER RETURN" shall mean the percentage return
received by all shareholders of the relevant company during the applicable
measurement period, including stock price appreciation and dividends, and shall
be calculated as follows:

   Ending Stock Price (1) - Beginning Stock Price (2)+ Dividend Reinvestment (3)
   -----------------------------------------------------------------------------
                            Beginning Stock Price (2)

(1)   With respect to each of the Company and each company in the Selected Peer
      Group, the average of the closing prices of its common stock for the 20
      consecutive trading day period ending on the applicable January 31st (or
      if the applicable January 31 is not a trading date, the immediately
      preceding trading date).

(2)   With respect to each of the Company and each company in the Selected Peer
      Group, the average of the closing prices of its common stock on the
      Registration Date and each of the four consecutive trading days
      immediately following the Registration Date.

(3)   Assumes any dividends paid on the common stock of the Company or any
      company in the Selected Peer Group are used to purchase its common stock
      at the closing stock price on the date that such dividends are payable,
      and includes the value of such additional shares of such common stock
      (based on the Ending Stock Price for such common stock).

As used herein, "SELECTED PEER GROUP" shall mean 20 or more companies selected
by the Board of Directors of the Company (or any authorized committee thereof)
from

                                       21


among packaged food companies whose securities are registered to trade on a U.S.
national securities exchange or automated quotation system (including, but not
limited to NASDAQ) (the "PEER COMPANIES") on or as soon as practicable after the
Registration Date; provided that in no event shall any Ineligible Company be
selected to be a member of the Selected Peer Group. An "INELIGIBLE COMPANY"
shall mean any Peer Company (i) in which significant portion of its voting
securities is held by another corporate entity (other than an open-ended
investment company); (ii) has filed for protection under the Federal bankruptcy
law or any similar law, (iii) which is not organized, based and majority-owned
in the United States, (iv) is party to any agreement the consummation of which
would cause such Peer Company to cease to be publicly traded (or be described in
subclause (i) or (iii)), or (v) which has announced an intention to be sold or
cease to be publicly traded or to take actions which would cause it to be
described in subclause (i) or (iii). To the extent that any Peer Company
initially selected as part of the Selected Peer Group with respect to a
measurement period shall become an Ineligible Company prior to the end of such
period, such company shall be excluded from the Selected Peer Group for such
period. The Selected Peer Group will be reviewed annually to determine whether
any of its members shall have become Ineligible Companies.

                                       22

EX-10.15

                                                                   EXHIBIT 10.15

                            EMPLOYMENT AGREEMENT

      EMPLOYMENT AGREEMENT (this "AGREEMENT"), dated as of January 27, 2005, by
and between Dean Specialty Foods Holdings, Inc., a Delaware corporation (the
"COMPANY"), and E. Nichol McCully (the "EXECUTIVE").

                              W I T N E S S E T H:

      WHEREAS, the Company's parent corporation, Dean Foods Company ("DEAN"),
intends, subject to certain conditions, to distribute the common stock, par
value $.01 per share, of the Company (the "COMMON STOCK") owned by Dean to its
shareholders, whereby the Company would become a stand-alone publicly traded
corporation;

      WHEREAS, Executive is willing to enter into this Agreement in anticipation
of the Company becoming a stand-alone publicly traded corporation through the
distribution of the Common Stock to Dean's shareholders;

      WHEREAS, to effect such a spin-off and to position the Company to maximize
its value for Dean's shareholders, it is necessary that the Company have a
strong and experienced management team with a proven track record in developing
and growing a company in the consumer packaged goods industry;

      WHEREAS, Executive is one of several members of a management team (the
"TEAM") that possesses the skills and experience necessary to undertake the
challenges of developing the Company, including through acquisitions;

      WHEREAS, in light of these skills and experience, the Company desires to
secure the services of Executive and the other members of the Team, and is
willing to enter into this Agreement embodying the terms of the employment of
Executive by the Company, which terms include one or more substantial
equity-based compensation awards; and

      WHEREAS, Executive is willing to accept such employment and enter into
such Agreement, subject to Dean making available to Executive and to the other
members of the Team the opportunity to invest in the common stock of the Company
and making the undertakings regarding the governance and management of the
Company set forth in the in the stockholders agreement (the "STOCKHOLDERS
AGREEMENT") to be entered into by the Company, Dean, Executive, other members of
the Team, and certain other investors who are affiliates of the Team
contemporaneously with this Agreement; and

      WHEREAS, in order to give Executive and the Team the opportunity to
acquire an equity interest in the Company and as an incentive for Executive to
participate in the affairs of the Company, the Company is willing to sell to
Executive, and Executive

                                       1



desires to purchase, shares of common stock (the "COMMON STOCK"), subject to the
terms and conditions set forth in the Subscription Agreement (the "SUBSCRIPTION
AGREEMENT") to be entered into contemporaneously with this Agreement and in the
Stockholders Agreement.

            NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the Company and Executive hereby agree as follows:

      1. Employment. Upon the terms and subject to the conditions of this
Agreement and, unless earlier terminated as provided in Section 8, the Company
hereby employs Executive and Executive hereby accepts employment by the Company
for the period (i) commencing on the date hereof (the "COMMENCEMENT DATE") and
(ii) ending on the third anniversary of (A) the Commencement Date or, (B) if the
Common Stock shall become registered under Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), during the term hereof,
the third anniversary of the date of such registration shall have become
effective and trading of Common Stock on a registered national securities
exchange or automated quotation system (including, but not limited to, NASDAQ)
shall have commenced (the "REGISTRATION DATE"); provided, however, that the term
of this Agreement shall automatically be extended for one additional year on the
third anniversary of the Registration Date and each subsequent anniversary
thereof unless not less than 90 days prior to such anniversary date either party
shall give the other written notice that he or it does not want the term to
extend as of such anniversary date. The period during which Executive is
employed pursuant to this Agreement (including pursuant to any extension of the
term hereof pursuant to the proviso in the immediately preceding sentence) shall
be referred to herein as the "EMPLOYMENT PERIOD."

      2. Position and Duties. Executive shall serve as a Senior Vice President
and the Chief Financial Officer of the Company until the first anniversary of
the Commencement Date or such later date as shall be mutually agreed by the
parties (the "CFO PERIOD"), and shall serve as the Vice President of Strategic
Planning and Business Development for the remainder of the Employment Period.
Executive shall also serve in such other position or positions with the Company
and its majority-owned subsidiaries consistent with the foregoing position as
the Board of Directors of the Company (the "BOARD") may specify or the Company
and Executive may mutually agree upon from time to time. During the Employment
Period, Executive shall have the duties, responsibilities and obligations
customarily assigned to individuals at comparable publicly traded companies
serving in the position or positions in which Executive serves hereunder.
Executive shall devote substantially all his business time to the services
required of him hereunder, except for vacation time and reasonable periods of
absence due to sickness, personal injury or other disability, and shall perform
such services to the best of his abilities. Subject to the provisions of Section
9, nothing herein shall preclude Executive from (i) engaging in charitable
activities and community affairs, (ii) managing his personal investments and
affairs or (iii) serving on the board of directors or other governing body

                                       2



of any corporate or other business entity, so long as such service is not in
violation of the covenants contained in Section 9 or the governance principles
established for the Company by the Board, as in effect from time to time,
provided that in no event may such activities, either individually or in the
aggregate, materially interfere with the proper performance of Executive's
duties and responsibilities hereunder.

      3. Place of Performance. The Company shall establish its headquarters
office in Chicago, Illinois metropolitan area at which Executive shall perform
services on such basis as Executive deems necessary or appropriate for the
performance of his duties. Executive shall also have perform services at the
Company's offices in Green Bay, Wisconsin, on such basis as Executive deems
necessary or appropriate for the performance of his duties.

      4. Compensation.

            (a) Base Salary. During the CFO Period, the Company shall pay
Executive a base salary at the annual rate of $400,000. Following the CFO
Period, the Company shall reduce Executive's base salary in good faith in an
amount commensurate with the reduction of his responsibilities hereunder.
Beginning in 2006, the Board shall review Executive's base salary no less
frequently than annually and may increase such base salary in its discretion.
The amount of annual base salary payable under this Section 4(a) shall be
reduced, however, to the extent Executive elects to defer such salary under the
terms of any deferred compensation or savings plan or arrangement maintained or
established by the Company or any of its subsidiaries. Executive's annual base
salary payable hereunder, including any increases or decreases thereto, without
reduction for any amounts deferred as described above, is referred to herein as
"BASE SALARY". The Company shall pay Executive the portion of his Base Salary
not deferred in accordance with its standard payroll practices, but no less
frequently than in equal monthly installments.

            (b) Incentive Compensation. For each full calendar year during the
Employment Period, Executive shall be eligible to receive an annual incentive
bonus from the Company, with a target bonus opportunity of not less than 60% of
his Base Salary, which will be payable, if at all, upon the achievement by
Executive and/or the Company of performance objectives to be established by the
Board in consultation with the Company's Chief Executive Officer and
communicated to Executive during the first quarter of such year (the "INCENTIVE
COMPENSATION"). Without limiting the generality of the foregoing, the actual
amount payable to Executive in respect of the Incentive Compensation may be more
or less than the targeted opportunity (including zero) based on the actual
results against the pre-established performance objectives.

      5. Stock Purchase. Substantially contemporaneously with the Commencement
Date, Executive shall purchase the number of shares of Common Stock of the
Company specified in the Subscription Agreement related to the purchase of such
shares, to be entered into by Executive and the Company (the "SUBSCRIPTION
AGREEMENT"). The

                                       3



terms and conditions of such purchase shall be as set forth in the Subscription
Agreement, and such shares shall be subject to the limitations and restrictions,
including, without limitation, the restrictions on transfer and the put and call
rights set forth in the Stockholders Agreement.

      6. Public Equity Awards.

            (a) Basic Restricted Stock Grant. On the fourth trading day
following the Registration Date, the Company shall grant Executive an award of
that number of whole restricted shares of Common Stock (the "BASIC RESTRICTED
SHARES") as is equal to (or most closely approximates) 0.30% of the Outstanding
Common Stock on the date of grant. The Basic Restricted Shares shall vest and
become freely transferable in the proportions, and based upon achievement of the
total shareholder return objectives, determined pursuant to Schedule A hereto,
so long as Executive is continuously employed by the Company through the
applicable vesting date. Any Basic Restricted Shares that have not become vested
and freely transferable on or before the fifth anniversary of the grant date
shall be forfeited. For purposes of this Agreement, "OUTSTANDING COMMON STOCK"
shall mean the sum of (x) the number of shares Common Stock that are issued and
outstanding on the Registration Date and (y) the number of shares of Common
Stock issuable pursuant to any stock options granted by Dean prior to the
Registration Date in respect of its common stock and converted into the right to
purchase Common Stock in connection with or in contemplation of the Spin-Off.

            (b) Supplemental Restricted Stock Unit Grant. On the fourth trading
day following the Registration Date, Executive shall be granted, automatically
and without any further action on the part of the Company or the Board, an award
of restricted stock units, with each such unit representing a right to receive
one share of Common Stock on the terms and conditions set forth herein (the
"SUPPLEMENTAL RESTRICTED SHARE UNITS"). The number of Supplemental Restricted
Share Units subject to such grant shall be equal to the quotient (rounded up to
the nearest whole number) obtained by dividing (x) by (y), where (x) and (y)
are:

            (x) the product of (i) the excess, if any, of (A) the Initial Fair
Market Value over (B) the Adjusted Per Share Purchase Price and (ii) that number
of whole shares of Common Stock as is equal to (or most closely approximates)
0.60% of the Outstanding Common Stock on the date of grant; and

            (y) the Initial Fair Market Value.

      For purposes of this Agreement, "INITIAL FAIR MARKET VALUE" shall mean the
average of the closing values on the Registration Date and on each of the next
four trading days immediately following the Registration Date, as reported on
the principal exchange or automated quotation system on which the Common Stock
is traded or

                                       4



reported. "ADJUSTED PER SHARE PURCHASE PRICE" shall mean the $5,000 purchase
price per share of Common Stock, appropriately adjusted to reflect any stock
split or share combination involving the Common Stock, any recapitalization of
the Company, any adjustment pursuant to Section 4.3(b) of the Stockholders
Agreement, or any merger, consolidation, reorganization or similar corporate
event involving the Company occurring on or after the Commencement Date and on
or before the Registration Date.

      Except as otherwise provided in this Agreement, 50% of the Supplemental
Restricted Share Units shall vest on the first anniversary of the Registration
Date so long as Executive is continuously employed by the Company through the
first anniversary of the Commencement Date, and 25% of the Supplemental Share
Units shall vest on the second and third anniversaries of the Registration Date
so long as Executive is continuously employed by the Company through such second
and third anniversaries. Notwithstanding the foregoing, no Supplemental
Restricted Share Units shall become vested on any such anniversary date if, on
such date, the average of the closing prices of a share of Common Stock on the
principal trading market on which such shares are traded or reported for the 20
trading day period ended on such date (or, if such date is not a business day,
the 20 trading day period ended on the last trading day occurring immediately
prior thereto) does not exceed the Initial Fair Market Value (the "MINIMUM VALUE
REQUIREMENT"). In the event that the Minimum Value Requirement is not satisfied
on any applicable anniversary date, the Supplemental Restricted Share Units that
would otherwise have vested on such anniversary date shall vest on any
subsequent anniversary date or on any date after the third anniversary date
(treating each such date as an anniversary date for purposes of the 20 day
trading measurement period) on which both Executive is still an employee of the
Company (except with respect to the first installment) and the Minimum Value
Requirement is satisfied; provided that any such Supplemental Restricted Share
Units that have not become vested on or before the fifth anniversary of the
grant date shall be forfeited. The shares of Common Stock corresponding to any
vested Supplemental Restricted Share Units, if any, shall be distributed to
Executive as soon as practicable, but not later than five (5) business days
following the earlier to occur of (i) the fifth anniversary of the date of grant
or (ii) the sixth month anniversary of the date Executive's employment with the
Company terminates, unless the Executive elects (in a manner consistent with the
applicable requirements of Section 409A of the Internal Revenue Code (the
"CODE")) to defer the date upon which the shares of Common Stock corresponding
to the vested Supplement Restricted Share Units shall be distributed.

      (c) Stock Option. On the fourth trading day following the Registration
Date, the Company shall automatically and without any further action on the part
of the Company or the Board grant to Executive a non-qualified stock option to
purchase the number of shares of Common Stock equal to the remainder of (i) the
number of whole shares of Common Stock specified in Section 6(b)(x)(ii) minus
(ii) the number of Supplemental Restricted Share Units awarded pursuant to
Section 6(b) (the "OPTION"). The exercise price per share with respect to the
Option shall be equal to the Initial Fair

                                       5



Market Value. The Option shall become vested and exercisable in three
installments, the first of which shall be equal to 50% of the number of shares
covered by the Option and the second and third of which shall each be 25% of
such number of shares. The first installment shall become vested and exercisable
on the first anniversary of the Commencement Date and the second and third
installments shall become vested and exercisable on each of the second and third
anniversaries of the grant date of such Option, so long as Executive is
continuously employed by the Company through the applicable anniversary date.

            (d) Stock Incentive Plan. Each of the Basic Restricted Shares, the
Supplemental Restricted Shares and the Option shall be granted pursuant to a
stock incentive plan (the "INCENTIVE PLAN") to be adopted by the Company prior
to the Registration Date that will authorize for issuance thereunder at least
(i) 13% of the Outstanding Common Stock plus (ii) the number of shares of Common
Stock issuable pursuant to any stock options granted by Dean prior to the
Registration Date in respect of its common stock and converted into the right to
purchase Common Stock in connection with or in contemplation of the Spin-Off as
provided in the Stockholders Agreement. Such Incentive Plan shall have terms and
conditions which will permit the issuance of the awards to the Executive
specified in this Section 6 and shall not contain any other term or condition
that has an adverse effect on any award to be made to Executive pursuant to this
Section 6.

            (e) Award Agreements. Each of the Basic Restricted Shares,
Supplemental Restricted Shares and the Option shall be subject to an award
agreement having the terms and conditions specified in the preceding
subparagraphs of this Section 6 and otherwise consistent with the terms and
conditions of the Incentive Plan. Each such agreement shall provide for full
vesting of such awards upon a Change of Control and shall provide that Executive
shall have the right to elect that any applicable tax withholding requirements
with respect to the vesting, exercise or distribution of Common Stock be
satisfied by having the Company withhold shares of Common Stock subject to such
award having a value equal to the minimum required applicable tax withholding,
and that Executive may exercise the Option using previously owned shares of
Common Stock, including Basic Restricted Shares that are still subject to
forfeiture, provided that that number of shares deliverable upon exercise of the
Option that corresponds to the number of unvested Basic Restricted Shares
surrendered will be subject to the same forfeiture provisions and restrictions
on transfer as the Basic Restricted Shares surrendered to exercise such Option,
in whole or in part. In addition, the Option award agreement shall provide that
so long as Executive remains continuously employed by the Company through the
first anniversary of the Commencement Date, the first installment of such Option
shall remain exercisable for the remainder of the term of such Option.

            (f) Capital Adjustments. Notwithstanding anything to the contrary
contained in Section 5 or this Section 6, the exercise price of, and the number
of Shares subject to, the Option, the number of Units subject to the
Supplemental Restricted Share Units, and

                                       6



the Minimum Value Requirement shall be appropriately adjusted, by the Board in
its sole discretion, to reflect any extraordinary dividend, any dividend payable
in shares of capital stock, any stock split or share combination involving the
Common Stock, any recapitalization of the Company, any merger, consolidation,
reorganization or similar corporate event involving the Company occurring after
the Registration Date.

            (g) Impact on Future Grants. Unless following the Registration Date
the Board shall determine that special circumstances warrant the grant of such
additional awards as it or any duly authorized committee thereof shall, in its
sole discretion, determine, it is the intent and expectation of the parties that
Executive will not receive any further grants of equity-based compensation prior
to the third anniversary of the Commencement Date. Following such third
anniversary, Executive shall be eligible to receive equity-based compensation
awards in accordance the Company's generally applicable compensation practices,
as then in effect.

      7. Benefits, Perquisites and Expenses.

            (a) Benefits. During the Employment Period, Executive shall be
eligible to participate in (i) each welfare benefit plan sponsored or maintained
by the Company for its senior executive officers, including, without limitation,
each group life, hospitalization, medical, dental, health, accident or
disability insurance or similar plan or program of the Company, and (ii) each
pension, profit sharing, retirement, deferred compensation or savings plan
sponsored or maintained by the Company for its senior executive officers, in
each case, whether now existing or established hereafter, in accordance with the
generally applicable provisions thereof, as the same may be amended from time to
time.

            (b) Perquisites. During the Employment Period, Executive shall be
entitled to receive such perquisites as are generally provided to other senior
executive officers of the Company in accordance with the then current policies
and practices of the Company.

            (c) Business Expenses. During the Employment Period, the Company
shall pay or reimburse Executive for all reasonable expenses incurred or paid by
Executive in the performance of Executive's duties hereunder, upon presentation
of expense statements or vouchers and such other information as the Company may
require and in accordance with the generally applicable policies and procedures
of the Company.

            (d) Indemnification. The Company agrees that if Executive is made a
party, or is threatened to be made a party, to any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a "PROCEEDING"), by
reason of the fact that he is or was a director, officer or employee of the
Company or any subsidiary or affiliate thereof, or is or was serving at the
request of the Company as a director, officer, member, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
including, in each case, service with respect to employee benefit plans, whether
or not the basis of such Proceeding is Executive's alleged action in an official

                                       7


capacity while serving as a director, officer, member, employee or agent,
Executive shall be indemnified and held harmless by the Company to the fullest
extent legally permitted or authorized by the Company's certificate of
incorporation or by-laws or resolutions of the Board or, if greater, by the laws
of the State of Delaware, against all cost, expense, liability and loss
(including, without limitation, attorney's fees, judgments, fines or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
Executive in connection therewith, and such indemnification shall continue as to
Executive even if he has ceased to be a director, officer, member, employee or
agent of the Company or other entity and shall inure to the benefit of
Executive's heirs, executors and administrators. If Executive serves as a
director, officer, member, partner, employee or agent of another corporation,
partnership, joint venture, limited liability company, trust or other enterprise
(including, in each case, service with respect to employee benefit plans) which
is a subsidiary or affiliate of the Company, it shall be presumed for purposes
of this Section 7(d) that Executive serves or served in such capacity at the
request of the Company. The Company shall advance to Executive all reasonable
costs and expenses incurred by him in connection with a Proceeding within 30
days after receipt by the Company of a written request for such advance. Such
request shall include an undertaking by Executive to repay the amount of such
advance, if it shall ultimately be determined that he is not entitled to be
indemnified against such costs and expenses. The Company agrees to continue and
maintain a directors' and officers' liability insurance policy covering
Executive to the extent the Company provides such coverage for its other
executive officers or directors.

      8. Termination of Employment.

            (a) Early Termination of the Employment Period. Notwithstanding
Section 1, the Employment Period shall end upon the earliest to occur of (i) a
termination of Executive's employment on account of Executive's death, (ii) a
Termination due to Disability, (iii) a Termination for Cause, (iv) a Termination
Without Cause, (v) a Termination for Good Reason, (vi) a Termination due to
Retirement or (vii) a Voluntary Termination.

            (b) Termination Due to Death or Disability. In the event that
Executive's employment hereunder terminates due to his death or as a result of a
Termination due to Disability (as defined below), no termination benefits shall
be payable to or in respect of Executive except as provided in Section 8(e). For
purposes of this Agreement, "TERMINATION DUE TO DISABILITY" means a termination
of Executive's employment upon written notice from the Company because Executive
has been incapable, regardless of any reasonable accommodation by the Company,
of substantially fulfilling the positions, duties, responsibilities and
obligations set forth in this Agreement because of physical, mental or emotional
incapacity resulting from injury, sickness or disease for a period of more than
(i) four consecutive months or (ii) an aggregate of six months in any twelve
month period. Any question as to the existence or extent of Executive's
disability upon which Executive and the Company cannot agree shall be determined
by a qualified,

                                       8



independent physician jointly selected by the Company and Executive. If the
Company and Executive cannot agree on the physician to make the determination,
then the Company and Executive shall each select a physician and those
physicians shall jointly select a third physician, who shall make the
determination. The determination of any such physician shall be final and
conclusive for all purposes of this Agreement. Executive or his legal
representative or any adult member of his immediate family shall have the right
to present to such physician such information and arguments as to Executive's
disability as he, she or they deem appropriate, including the opinion of
Executive's personal physician.

            (c) Termination by the Company. The Company may terminate
Executive's employment with the Company with or without Cause; provided that
prior to the Registration Date, the Company may only terminate Executive's
employment hereunder for Cause. "TERMINATION FOR CAUSE" means a termination of
Executive's employment by the Company due to Cause. "CAUSE" means (i)
Executive's conviction of a felony or the entering by Executive of a plea of
nolo contendere to a felony charge, (ii) Executive's gross neglect or willful
and intentional gross misconduct in the performance of, or willful, substantial
and continual refusal by Executive in breach of this Agreement to perform, the
duties, responsibilities or obligations assigned to Executive pursuant to the
terms hereof, (iii) a TreeHouse Default (as defined in the Stockholders
Agreement), (iv) any material breach by Executive of Section 9 of this Agreement
or (v) a material breach by Executive of the Code of Ethics applicable to the
Company's employees, as in effect from time to time; provided, however, that no
act or omission shall constitute "Cause" for purposes of this Agreement unless
the Board provides Executive, within 90 days of the Board learning of such act
or acts or failure or failures to act, (A) written notice of the intention to
terminate him for Cause, which notice states in detail clearly and fully the
particular act or acts or failure or failures to act that constitute the grounds
on which the Board reasonably believes in good faith constitutes "Cause", and
(B) an opportunity, within thirty (30) days following Executive's receipt of
such notice, to meet in person with the Board to explain or defend the alleged
act or acts or failure or failures to act relied upon by the Board and, to the
extent such cure is possible, to cure such act or acts or failure or failures to
act. If such conduct is cured to the reasonable satisfaction of the Board, such
notice of termination shall be revoked. Further, no act or acts or failure or
failures to act shall be considered "willful" or "intentional" if taken in good
faith and Executive reasonably believed such act or acts or failure or failures
to act were in the best interests of the Company.

            (d) Termination by Executive. Executive may terminate his employment
with the Company for Good Reason, for Retirement or in a Voluntary Termination.
A "TERMINATION FOR GOOD REASON" by Executive means a termination of Executive's
employment by Executive during the CFO Period and within 90 days following (i) a
reduction in Executive's annual Base Salary or target Incentive Compensation
opportunity, (ii) the failure to elect or reelect Executive to any of the
positions described in Section 2 above or the removal of him from any such
position, (iii) a material

                                       9



reduction in Executive's duties and responsibilities or the assignment to
Executive of duties and responsibilities which are materially inconsistent with
his duties or which materially impair Executive's ability to function in the
position specified in Section 2, (iv) a material breach of any material
provision of this Agreement by the Company, (v) the earlier of (x) October 31,
2005 (or such later date as the Company and Executive (or Executive's agent
appointed pursuant to the Stockholders Agreement) shall agree) and (y) the Early
Termination Date (as defined in the Stockholders Agreement), if the Registration
Date has not occurred on or before such earlier date other than as a result of a
TreeHouse Default; (vi) any material breach by the Company or Dean of the
Stockholders Agreement; (vii) any material breach by the Company of any of the
award agreements referenced in Section 6(e); or (viii) the failure by the
Company to obtain the assumption agreement referred to in Section 10(b) of this
Agreement prior to the effectiveness of any succession referred to therein,
unless the purchaser, successor or assignee referred to therein is bound to
perform this Agreement by operation of law. Notwithstanding the foregoing, a
termination shall not be treated as a Termination for Good Reason (i) if
Executive shall have consented in writing to the occurrence of the event giving
rise to the claim of Termination for Good Reason (or non-occurrence of the event
described in clause (v) of this definition) or (ii) unless Executive shall have
delivered a written notice to the Board within 60 days of his having actual
knowledge of the occurrence of one of such events stating that he intends to
terminate his employment for Good Reason and specifying the factual basis for
such termination, and such event, if capable of being cured, shall not have been
cured within 10 days of the receipt of such notice. A "TERMINATION DUE TO
RETIREMENT" means Executive's voluntary termination of employment after having
(i) completed at least five (5) years of service with the Company and (ii) the
sum of the Executive's attained age and length of service with the Company is at
least 62 (or such lower number as the Board shall permit). A "VOLUNTARY
TERMINATION" shall mean a termination of employment by Executive that is not a
Termination for Good Reason, a Termination due to Retirement or a Termination
due to Disability, and which occurs after the Registration Date and on 90th day
after Executive shall have given the Company written notice of his intent to
terminate his employment (or as of such later date as Executive shall specify in
such notice).

            (e) Payments and Benefits Upon Certain Terminations.

                  (i) In the event of the termination of Executive's employment
      for any reason (including a voluntary termination of employment by
      Executive which is not a Termination for Good Reason), Executive shall be
      entitled to any Earned Compensation owed to Executive but not yet paid and
      the Vested Benefits.

                  (ii) Except as provided in Section 8(e)(iii), in the event the
      Employment Period ends by reason of a Termination Without Cause or a
      Termination for Good Reason, Executive shall receive the Basic Payment.

                                       10



                  (iii) In lieu of the Basic Payment, in the event the
      Employment Period ends by reason of a Termination Without Cause or a
      Termination for Good Reason within the 24 month period immediately
      following a Change of Control, Executive shall receive the Special
      Payment.

                  (iv) In the event that Executive's employment terminates (A)
      due to his death, a Termination due to Disability or a Termination due to
      Retirement, in any such case, after the Registration Date, or (B) due to a
      Termination Without Cause or a Termination for Good Reason, in either
      case, after the Registration Date and at a time at which Sam Reed is not
      acting in the capacity of the Company's Chief Executive Officer, (x) any
      portion of the Option that has not become vested and exercisable prior to
      such termination of employment shall become vested and exercisable and, to
      the extent not earlier exercised, the Option shall remain exercisable
      until the second anniversary of such termination or, if earlier, the
      expiration of its term, and (y) any Basic Restricted Shares and
      Supplemental Restricted Shares outstanding on such date of termination
      shall continue to vest, if at all, in accordance with their terms on the
      same terms and conditions that would have applied if Executive's
      employment hereunder had not been terminated.

                  (v) In the event that Executive's employment terminates due to
      a Termination Without Cause or a Termination for Good Reason, in either
      case, after the Registration Date and while Sam Reed is acting in the
      capacity of the Company's Chief Executive Officer, (A) in addition to any
      portion of the Option that at such time is vested and exercisable in the
      ordinary course, upon such termination, the following additional portion
      of the Option shall become vested and exercisable: (x) the portion of the
      Option, if any, that would have become vested and exercisable on the next
      following anniversary of the Option grant date had Executive continued to
      have been employed plus (y) the portion of the Option, if any, that would
      become vested on the second following anniversary of the Option grant date
      had Executive continued to have been employed times a fraction (the
      "PRO-RATION FRACTION"), the numerator of which is the number of days
      Executive was employed since the last anniversary of such grant date
      through (and including) the termination date and the denominator of which
      is 365, and (B) any portion of the Option that is vested and exercisable
      on the termination date (including the portion thereof that vests and
      becomes exercisable on such date pursuant to subclause (A)) shall be and
      remain exercisable (unless earlier exercised) until the second anniversary
      of the termination date.

                  (vi) In the event that Executive's employment terminates due
      to a Termination Without Cause or a Termination for Good Reason, in either
      case, after the Registration Date and while Sam Reed is acting in the
      capacity of the Company's Chief Executive Officer, in addition to any
      portion thereof that became vested in the ordinary course prior to the
      date of such termination, the following additional portion of the Basic
      Restricted Shares and Supplemental Restricted Share

                                       11



      Units may continue to vest in accordance with its terms on the same basis
      as would have applied had Executive's employment not terminated: (x) any
      portion of the Basic Restricted Share award and the Supplemental
      Restricted Share Units award that had not become vested as of the
      termination date solely because the performance criteria applicable
      thereto had not yet been satisfied (i.e., any portion thereof as to which
      the service requirements has been satisfied at the date Executive's
      employment terminated), (y) the portion of each such award that could
      become vested on the next following anniversary of the date on which it
      was granted had Executive continued to have been employed and (z) the
      portion of each such award, if any, that could become vested on the second
      following anniversary of the grant date of such award had Executive
      continued to have been employed, multiplied by the Pro-Ration Fraction.

                  (vii) In the event of a Termination due to Disability, a
      Termination Without Cause or a Termination for Good Reason, Executive
      shall be entitled to continued participation in all medical, dental,
      hospitalization and life insurance coverage and in other employee benefit
      plans or programs in which he was participating on the date of the
      termination of his employment until the earlier of (A) the second
      anniversary (or, in the event Executive receives the Special Payment, the
      third anniversary) of his termination of employment and (B) the date, or
      dates, he receives equivalent coverage and benefits under the plans and
      programs of a subsequent employer (such coverages and benefits to be
      determined on a coverage-by-coverage, or benefit-by-benefit basis);
      provided that if Executive is precluded from continuing his participation
      in any employee plan or program as provided in this Section 8(e)(iv), he
      shall be provided with the economic equivalent of the benefits provided
      under the plan or program in which he is unable to participate.

                  (viii) Certain Definitions. For purposes of this Section 8,
      capitalized terms have the following meanings.

            "BASIC PAYMENT" means an amount equal to two times the sum of (a)
the annual Base Salary payable to Executive immediately prior to the end of the
Employment Period (or in the event a reduction in Base Salary is the basis for a
Termination for Good Reason, then the Base Salary in effect immediately prior to
such reduction) and (b) the Target Incentive Compensation for the calendar year
in which the Employment Period ends pursuant to Section 8(a).

            "CHANGE OF CONTROL" means the occurrence of any of the following
events following the date of distribution of the Common Stock to the
stockholders of Dean in connection with the Spin-Off: (a) any "person" (as such
term is used in Section 13(d) of the Exchange Act, but specifically excluding
the Company, any wholly-owned subsidiary of the Company and/or any employee
benefit plan maintained by the Company or any wholly-owned subsidiary of the
Company) becomes the "beneficial owner" (as determined pursuant to Rule 13d-3
under the Exchange Act), directly or indirectly, of

                                       12



securities of the Company representing thirty percent (30%) or more of the
combined voting power of the Company's then outstanding securities; or (b)
individuals who currently serve on the Board, or whose election to the Board or
nomination for election to the Board was approved by a vote of at least
two-thirds (2/3) of the directors who either currently serve on the Board, or
whose election or nomination for election was previously so approved, cease for
any reason to constitute a majority of the Board; or (c) the Company or any
subsidiary of the Company shall merge with or consolidate into any other
corporation, other than a merger or consolidation which would result in the
holders of the voting securities of the Company outstanding immediately prior
thereto holding immediately thereafter securities representing more than sixty
percent (60%) of the combined voting power of the voting securities of the
Company or such surviving entity (or its ultimate parent, if applicable)
outstanding immediately after such merger or consolidation; or (d) the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, or such a plan is commenced.

            "DATE OF TERMINATION" means (i) if Executive's employment is
terminated by his death, the date of his death, and (ii) if Executive's
employment is terminated for any other reason, the date specified in a notice of
termination delivered to Executive by the Company (or if no such date is
specified, the date such notice is delivered).

            "EARNED COMPENSATION" means the sum of (a) any Base Salary earned,
but unpaid, for services rendered to the Company on or prior to the date on
which the Employment Period ends pursuant to Section 8(a), (b) any annual
Incentive Compensation payable for services rendered in the calendar year
preceding the calendar year in which the Employment Period ends that has not
been paid on or prior to the date the Employment Period ends (other than (x)
Base Salary and (y) Incentive Compensation deferred pursuant to Executive's
election), (c) any accrued but unused vacation days and (d) any business
expenses incurred on or prior to the date of the Executive's termination that
are eligible for reimbursement in accordance with the Company's expense
reimbursement policies as then in effect.

            "SPECIAL PAYMENT" means an amount equal to three times the sum of
(a) the annual Base Salary payable to Executive immediately prior to the end of
the Employment Period (or in the event a reduction in Base Salary is the basis
for a Termination for Good Reason, then the Base Salary in effect immediately
prior to such reduction) and (b) the Target Incentive Compensation for the
calendar year in which the Employment Period ends pursuant to Section 8(a).

            "TARGET INCENTIVE COMPENSATION" means with respect to any calendar
year the annual Incentive Compensation Executive would have been entitled to
receive under Section 4(b) for such calendar year had he remained employed by
the Company for the entire calendar year and assuming that all targets for such
calendar year had been met.

                                       13



            "VESTED BENEFITS" means amounts which are vested or which Executive
is otherwise entitled to receive under the terms of or in accordance with any
plan, policy, practice or program of, or any contract or agreement with, the
Company or any of its subsidiaries, at or subsequent to the date of his
termination without regard to the performance by Executive of further services
or the resolution of a contingency.

            (f) Resignation upon Termination. Effective as of any Date of
Termination under this Section 8, Executive shall resign, in writing, from all
positions then held by him with the Company and its affiliates.

            (g) Timing of Payments. Earned Compensation, the Basic Payment and
the Special Payment shall be paid in a single lump sum as soon as practicable,
but in no event more than 15 days, following the end of the Employment Period.
Vested Benefits shall be payable in accordance with the terms of the plan,
policy, practice, program, contract or agreement under which such benefits have
accrued.

            (h) Payment Following a Change of Control. If the aggregate of all
payments or benefits made or provided to Executive with respect to any of the
equity compensation provided under Section 5 or Section 6, under Section
8(e)(iii)(A), if applicable, and under all other plans and programs of the
Company (the "AGGREGATE PAYMENT") is determined to constitute a Parachute
Payment, as such term is defined in Section 280G(b)(2) of the Code, the Company
shall pay to Executive, prior to the time any excise tax imposed by Section 4999
of the Code (the "EXCISE TAX") is payable with respect to such Aggregate
Payment, an additional amount which, after the imposition of all income,
employment and excise taxes thereon, is equal to the Excise Tax on the Aggregate
Payment. The determination of whether the Aggregate Payment constitutes a
Parachute Payment and, if so, the amount to be paid to Executive and the time of
payment pursuant to this Section 8(h) shall be made by the Company's independent
auditor or, if such independent auditor is unwilling or unable to serve in this
capacity, such other nationally recognized accounting firm selected by the
Company with the consent of the person serving as the Chief Executive Officer of
the Company immediately prior to the Change of Control, which consent shall not
be unreasonably withheld (the "AUDITOR").

            (i) Full Discharge of Company Obligations. The amounts payable to
Executive pursuant to this Section 8 following termination of his employment
(including amounts payable with respect to Vested Benefits) shall be in full and
complete satisfaction of Executive's rights under this Agreement and any other
claims he may have in respect of his employment by the Company or any of its
subsidiaries other than claims for common law torts or under other contracts
between Executive and the Company or its subsidiaries. Such amounts shall
constitute liquidated damages with respect to any and all such rights and claims
and, upon Executive's receipt of such amounts, the Company shall be released and
discharged from any and all liability to Executive in connection with this
Agreement or otherwise in connection with Executive's employment with the
Company and its subsidiaries and, as a condition to payment of any such amounts
that are

                                       14



in excess of the Earned Compensation and the Vested Benefits, following the Date
of Termination and if requested by the Company, Executive shall execute a
release in favor of the Company in the form approved by the Company.

            (j) No Mitigation; No Offset. In the event of any termination of
employment under this Section 8, Executive shall be under no obligation to seek
other employment and there shall be no offset against amounts due Executive
under this Agreement on account of any remuneration attributable to any
subsequent employment that he may obtain except as specifically provided with
regard to the continuation of benefits in Section 8(e)(v).

      9. Noncompetition and Confidentiality.

            (a) Noncompetition. During the Employment Period and, in the event
that Executive's employment is terminated for any reason other than death, a
Termination Without Cause or a Termination for Good Reason, for a period of 12
months following the Date of Termination (the "POST-TERMINATION PERIOD"),
Executive shall not become associated with any entity, whether as a principal,
partner, employee, consultant or shareholder (other than as a holder of not in
excess of 1% of the outstanding voting shares of any publicly traded company),
that is actively engaged in any geographic area in any business which is in
competition with a business conducted by the Company at the time of the alleged
competition and, in the case of the Post-Termination Period, at the Date of
Termination.

            (b) Confidentiality. Without the prior written consent of the
Company, except (i) in the course of carrying out his duties hereunder or (ii)
to the extent required by an order of a court having competent jurisdiction or
under subpoena from an appropriate government agency, Executive shall not
disclose any trade secrets, customer lists, drawings, designs, information
regarding product development, marketing plans, sales plans, manufacturing
plans, management organization information (including data and other information
relating to members of the Board and management), operating policies or manuals,
business plans, financial records, packaging design or other financial,
commercial, business or technical information relating to the Company or any of
its subsidiaries or information designated as confidential or proprietary that
the Company or any of its subsidiaries may receive belonging to suppliers,
customers or others who do business with the Company or any of its subsidiaries
(collectively, "CONFIDENTIAL INFORMATION") to any third person unless such
Confidential Information has been previously disclosed to the public by the
Company or has otherwise become available to the public (other than by reason of
Executive's breach of this Section 9(b)).

            (c) Company Property. Promptly following termination of Executive's
employment, Executive shall return to the Company all property of the Company,
and all copies thereof in Executive's possession or under his control, except
that Executive may retain his personal notes, diaries, Rolodexes, calendars and
correspondence.

                                       15



            (d) Non-Solicitation of Employees. During the Employment Period and
during the one year period following any termination of Executive's employment
for any reason, Executive shall not, except in the course of carrying out his
duties hereunder, directly or indirectly induce any employee of the Company or
any of its subsidiaries to terminate employment with such entity, and shall not
directly or indirectly, either individually or as owner, agent, employee,
consultant or otherwise, knowingly employ or offer employment to any person who
is or was employed by the Company or a subsidiary thereof unless such person
shall have ceased to be employed by such entity for a period of at least 6
months.

            (e) Injunctive Relief with Respect to Covenants. Executive
acknowledges and agrees that the covenants and obligations of Executive with
respect to noncompetition, nonsolicitation, confidentiality and Company property
relate to special, unique and extraordinary matters and that a violation of any
of the terms of such covenants and obligations may cause the Company irreparable
injury for which adequate remedies are not available at law. Therefore,
Executive agrees that the Company shall be entitled to an injunction,
restraining order or such other equitable relief restraining Executive from
committing any violation of the covenants and obligations contained in this
Section 9. These injunctive remedies are cumulative and are in addition to any
other rights and remedies the Company may have at law or in equity.

      10. Miscellaneous.

            (a) Survival. Sections 7(d) (relating to the Company's obligation to
indemnify Executive), 8 (relating to early termination), 9 (relating to
noncompetition, nonsolicitation and confidentiality) and 10(o) (relating to
governing law) shall survive the termination hereof, whether such termination
shall be by expiration of the Employment Period or an early termination pursuant
to Section 8 hereof.

            (b) Binding Effect. This Agreement shall be binding on, and shall
inure to the benefit of, the Company and any person or entity that succeeds to
the interest of the Company (regardless of whether such succession does or does
not occur by operation of law) by reason of a merger, consolidation or
reorganization involving the Company or a sale of all or substantially all of
the assets of the Company, provided that the assignee or transferee is the
successor to all or substantially all of the assets of the Company and such
assignee or transferee assumes the liabilities, obligations and duties of the
Company, as contained in this Agreement, either contractually or as a matter of
law. The Company further agrees that, in the event of a sale of assets as
described in the preceding sentence, it shall use its reasonable best efforts to
cause such assignee or transferee to expressly assume the liabilities,
obligations and duties of the Company hereunder. This Agreement shall also inure
to the benefit of Executive's heirs, executors, administrators and legal
representatives and beneficiaries as provided in Section 10(d).

                                       16



            (c) Assignment. Except as provided under Section 10(b), neither this
Agreement nor any of the rights or obligations hereunder shall be assigned or
delegated by any party hereto without the prior written consent of the other
party.

            (d) Beneficiaries/References. Executive shall be entitled, to the
extent permitted under any applicable law and the terms of any applicable plan,
to select and change a beneficiary or beneficiaries to receive any compensation
or benefit payable hereunder following Executive's death by giving the Company
written notice thereof. In the event of Executive's death or a judicial
determination of his incompetence, reference in this Agreement to Executive
shall be deemed, where appropriate, to refer to his beneficiary, estate or other
legal representative.

            (e) Resolution of Disputes. Any disputes arising under or in
connection with this Agreement shall, at the election of Executive or the
Company, be resolved by binding arbitration, to be held in Chicago, Illinois in
accordance with the rules and procedures of the American Arbitration
Association. Judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. Costs of the arbitration shall
be borne by the Company. Unless the arbitrator determines that Executive did not
have a reasonable basis for asserting his position with respect to the dispute
in question, the Company shall also reimburse Executive for his reasonable
attorneys' fees incurred with respect to any arbitration. Pending the resolution
of any arbitration or court proceeding, the Company shall continue payment of
all amounts due Executive under this Agreement and all benefits to which
Executive is entitled at the time the dispute arises (other than the amounts
which are the subject of such dispute).

            (f) Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the matters referred to
herein. No amendment to this Agreement shall be binding between the parties
unless it is in writing and signed by the party against whom enforcement is
sought. There are no promises, representations, inducements or statements
between the parties other than those that are expressly contained herein.
Executive acknowledges that he is entering into this Agreement of his own free
will and accord, and with no duress, that he has been represented and fully
advised by competent counsel in entering into this Agreement, that he has read
this Agreement and that he understands it and its legal consequences.

            (g) Representations. Executive represents that his employment
hereunder and compliance by him with the terms and conditions of this Agreement
will not conflict with or result in the breach of any agreement to which he is a
party or by which he may be bound. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
The Company has the full corporate power and authority to execute and deliver
this Agreement. The Company has taken all action required by law, the
Certificate of Incorporation, its By-Laws or otherwise required to be taken by
it to authorize the execution, delivery and performance by it of

                                       17



this Agreement. This Agreement is a valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.

            (h) Severability; Reformation. In the event that one or more of the
provisions of this Agreement shall become invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not be affected thereby. In the event any of
Section 9(a), (b) or (d) is not enforceable in accordance with its terms,
Executive and the Company agree that such Section shall be reformed to make such
Section enforceable in a manner which provides the Company the maximum rights
permitted at law.

            (i) Waiver. Waiver by any party hereto of any breach or default by
the other party of any of the terms of this Agreement shall not operate as a
waiver of any other breach or default, whether similar to or different from the
breach or default waived. No waiver of any provision of this Agreement shall be
implied from any course of dealing between the parties hereto or from any
failure by either party hereto to assert its or his rights hereunder on any
occasion or series of occasions.

            (j) Notices. Any notice required or desired to be delivered under
this Agreement shall be in writing and shall be delivered personally, by courier
service, by registered mail, return receipt requested, or by telecopy and shall
be effective upon actual receipt when delivered or sent by telecopy and upon
mailing when sent by registered mail, and shall be addressed as follows (or to
such other address as the party entitled to notice shall hereafter designate in
accordance with the terms hereof):

            If to the Company:

                   857-897 School Place
                   P.O. Box 19057
                   Green Bay, Wisconsin  54307
                   Attention:  General Counsel
                   Telecopy No.:  (920) 497-4604

                   prior to the Registration Date, with a copy to:

                   Dean Foods Company
                   2515 McKinney Avenue
                   Suite 1200
                   Dallas, Texas  75201
                   Attention:  General Counsel
                   Telecopy No.:  (214) 303-3413

            If to Executive:

                   2023 Oakland Avenue

                                       18



                   Piedmont, CA  94611

                   with a copy to:

                   Vedder, Price, Kaufman & Kammholz, P.C.
                   222 N. LaSalle Street
                   Chicago, Illinois  60601
                   Attention: Robert J. Stucker, Esq.
                              Thomas P. Desmond, Esq.

            (k) Amendments. This Agreement may not be altered, modified or
amended except by a written instrument signed by each of the parties hereto.

            (l) Headings. Headings to Sections in this Agreement are for the
convenience of the parties only and are not intended to be part of or to affect
the meaning or interpretation hereof.

            (m) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.

            (n) Withholding. Any payments provided for herein shall be reduced
by any amounts required to be withheld by the Company from time to time under
applicable federal, state or local income or employment tax laws or similar
statutes or other provisions of law then in effect.

            (o) Governing Law. This Agreement shall be governed by the laws of
the State of Delaware, without reference to principles of conflicts or choice of
law under which the law of any other jurisdiction would apply.

                          -- Signature page follows --

                                       19



      IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officer and Executive has hereunto set his hand as of the
day and year first above written.

                                            DEAN SPECIALTY FOODS
                                               HOLDINGS, INC.

                                             By:_______________________
                                                Name:
                                                Title:

                                             EXECUTIVE:

                                             ___________________________
                                             E. Nichol McCully

                                       20



                                                                      Schedule A

On each of January 31, 2006, January 31, 2007 and January 31, 2008, fifty
percent (50%), twenty-five percent (25%) and twenty-five percent (25%),
respectively, of the Basic Restricted Shares shall vest, provided that the
Company's Total Shareholder Return for the period commencing on the fourth
trading day following the Registration Date (the "COMMENCEMENT DATE") and ending
on such January 31st equals or exceeds the median of the Total Shareholder
Return for such period for the companies in the Selected Peer Group (as defined
below).

In addition, on each of January 31, 2007, January 31, 2008, January 31, 2009 and
January 31, 2010, any Basic Restricted Shares that could have vested, but that
did not vest, on any preceding January 31st shall vest on such subsequent date
if the Company's Total Shareholder Return for the period from the Commencement
Date through the applicable January 31st shall equal or exceed the median of the
Total Shareholder Return for such period for the companies in the Selected Peer
Group.

As used herein, "TOTAL SHAREHOLDER RETURN" shall mean the percentage return
received by all shareholders of the relevant company during the applicable
measurement period, including stock price appreciation and dividends, and shall
be calculated as follows:

 Ending Stock Price (1) - Beginning Stock Price (2) + Dividend Reinvestment (3)
 ------------------------------------------------------------------------------
                           Beginning Stock Price (2)

      (1)   With respect to each of the Company and each company in the Selected
            Peer Group, the average of the closing prices of its common stock
            for the 20 consecutive trading day period ending on the applicable
            January 31st (or if the applicable January 31 is not a trading date,
            the immediately preceding trading date).

      (2)   With respect to each of the Company and each company in the Selected
            Peer Group, the average of the closing prices of its common stock on
            the Registration Date and each of the four consecutive trading days
            immediately following the Registration Date.

      (3)   Assumes any dividends paid on the common stock of the Company or any
            company in the Selected Peer Group are used to purchase its common
            stock at the closing stock price on the date that such dividends are
            payable, and includes the value of such additional shares of such
            common stock (based on the Ending Stock Price for such common
            stock).

                                       21



As used herein, "SELECTED PEER GROUP" shall mean 20 or more companies selected
by the Board of Directors of the Company (or any authorized committee thereof)
from among packaged food companies whose securities are registered to trade on a
U.S. national securities exchange or automated quotation system (including, but
not limited to NASDAQ) (the "PEER COMPANIES") on or as soon as practicable after
the Registration Date; provided that in no event shall any Ineligible Company be
selected to be a member of the Selected Peer Group. An "INELIGIBLE COMPANY"
shall mean any Peer Company (i) in which significant portion of its voting
securities is held by another corporate entity (other than an open-ended
investment company); (ii) has filed for protection under the Federal bankruptcy
law or any similar law, (iii) which is not organized, based and majority-owned
in the United States, (iv) is party to any agreement the consummation of which
would cause such Peer Company to cease to be publicly traded (or be described in
subclause (i) or (iii)), or (v) which has announced an intention to be sold or
cease to be publicly traded or to take actions which would cause it to be
described in subclause (i) or (iii). To the extent that any Peer Company
initially selected as part of the Selected Peer Group with respect to a
measurement period shall become an Ineligible Company prior to the end of such
period, such company shall be excluded from the Selected Peer Group for such
period. The Selected Peer Group will be reviewed annually to determine whether
any of its members shall have become Ineligible Companies.

                                       22

EX-10.16

                                                                   EXHIBIT 10.16

                              EMPLOYMENT AGREEMENT

            EMPLOYMENT AGREEMENT (this "AGREEMENT"), dated as of January 27,
2005, by and between Dean Specialty Foods Holdings, Inc., a Delaware corporation
(the "COMPANY"), and Thomas E. O'Neill (the "EXECUTIVE").

                              W I T N E S S E T H:

      WHEREAS, the Company's parent corporation, Dean Foods Company ("DEAN"),
intends, subject to certain conditions, to distribute the common stock, par
value $.01 per share, of the Company (the "COMMON STOCK") owned by Dean to its
shareholders, whereby the Company would become a stand-alone publicly traded
corporation;

      WHEREAS, Executive is willing to enter into this Agreement in anticipation
of the Company becoming a stand-alone publicly traded corporation through the
distribution of the Common Stock to Dean's shareholders;

      WHEREAS, to effect such a spin-off and to position the Company to maximize
its value for Dean's shareholders, it is necessary that the Company have a
strong and experienced management team with a proven track record in developing
and growing a company in the consumer packaged goods industry;

      WHEREAS, Executive is one of several members of a management team (the
"TEAM") that possesses the skills and experience necessary to undertake the
challenges of developing the Company, including through acquisitions;

      WHEREAS, in light of these skills and experience, the Company desires to
secure the services of Executive and the other members of the Team, and is
willing to enter into this Agreement embodying the terms of the employment of
Executive by the Company, which terms include one or more substantial
equity-based compensation awards; and

      WHEREAS, Executive is willing to accept such employment and enter into
such Agreement, subject to Dean making available to Executive and to the other
members of the Team the opportunity to invest in the common stock of the Company
and making the undertakings regarding the governance and management of the
Company set forth in the in the stockholders agreement (the "STOCKHOLDERS
AGREEMENT") to be entered into by the Company, Dean, Executive, other members of
the Team, and certain other investors who are affiliates of the Team
contemporaneously with this Agreement; and

      WHEREAS, in order to give Executive and the Team the opportunity to
acquire an equity interest in the Company and as an incentive for Executive to
participate in the affairs of the Company, the Company is willing to sell to
Executive, and Executive

                                        1


desires to purchase, shares of common stock (the "COMMON STOCK"), subject to the
terms and conditions set forth in the Subscription Agreement (the "SUBSCRIPTION
AGREEMENT") to be entered into contemporaneously with this Agreement and in the
Stockholders Agreement.

      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the Company and Executive hereby agree as follows:

      1. Employment. Upon the terms and subject to the conditions of this
Agreement and, unless earlier terminated as provided in Section 8, the Company
hereby employs Executive and Executive hereby accepts employment by the Company
for the period (i) commencing on the date hereof (the "COMMENCEMENT DATE") and
(ii) ending on the third anniversary of (A) the Commencement Date or, (B) if the
Common Stock shall become registered under Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), during the term hereof,
the third anniversary of the date such registration shall have become effective
and trading of Common Stock on a registered national securities exchange or
automated quotation system (including, but not limited to, NASDAQ) shall have
commenced (the "REGISTRATION DATE"); provided, however, that the term of this
Agreement shall automatically be extended for one additional year on the third
anniversary of the Registration Date and each subsequent anniversary thereof
unless not less than 90 days prior to such anniversary date either party shall
give the other written notice that he or it does not want the term to extend as
of such anniversary date. The period during which Executive is employed pursuant
to this Agreement (including pursuant to any extension of the term hereof
pursuant to the proviso in the immediately preceding sentence) shall be referred
to herein as the "EMPLOYMENT PERIOD."

      2. Position and Duties. During the Employment Period, Executive shall
serve as the Senior Vice President, General Counsel and Chief Administrative
Officer of the Company and in such other position or positions with the Company
and its majority-owned subsidiaries consistent with the foregoing position as
the Board of Directors of the Company (the "BOARD") may specify or the Company
and Executive may mutually agree upon from time to time. During the Employment
Period, Executive shall have the duties, responsibilities and obligations
customarily assigned to individuals at comparable publicly traded companies
serving in the position or positions in which Executive serves hereunder.
Executive shall devote substantially all his business time to the services
required of him hereunder, except for vacation time and reasonable periods of
absence due to sickness, personal injury or other disability, and shall perform
such services to the best of his abilities. Subject to the provisions of Section
9, nothing herein shall preclude Executive from (i) engaging in charitable
activities and community affairs, (ii) managing his personal investments and
affairs or (iii) serving on the board of directors or other governing body of
any corporate or other business entity, so long as such service is not in
violation of the covenants contained in Section 9 or the governance principles
established for the Company by the Board, as in effect from time to time,
provided that in no event

                                        2


may such activities, either individually or in the aggregate, materially
interfere with the proper performance of Executive's duties and responsibilities
hereunder.

      3. Place of Performance. The Company shall establish its headquarters
office in Chicago, Illinois metropolitan area at which Executive shall have his
principal office. Executive shall also have an office, and perform services at,
the Company's offices in Green Bay, Wisconsin, on such basis as Executive deems
necessary or appropriate for the performance of his duties.

      4. Compensation.

            (a) Base Salary. During the Employment Period, the Company shall pay
Executive a base salary at the annual rate of $350,000. Beginning in 2006, the
Board shall review Executive's base salary no less frequently than annually and
may increase such base salary in its discretion. The amount of annual base
salary payable under this Section 4(a) shall be reduced, however, to the extent
Executive elects to defer such salary under the terms of any deferred
compensation or savings plan or arrangement maintained or established by the
Company or any of its subsidiaries. Executive's annual base salary payable
hereunder, including any increased annual base salary, without reduction for any
amounts deferred as described above, is referred to herein as "BASE SALARY". The
Company shall pay Executive the portion of his Base Salary not deferred in
accordance with its standard payroll practices, but no less frequently than in
equal monthly installments.

            (b) Incentive Compensation. For each full calendar year during the
Employment Period, Executive shall be eligible to receive an annual incentive
bonus from the Company, with a target bonus opportunity of not less than 60% of
his Base Salary, which will be payable, if at all, upon the achievement by
Executive and/or the Company of performance objectives to be established by the
Board in consultation with the Company's Chief Executive Officer and
communicated to Executive during the first quarter of such year (the "INCENTIVE
COMPENSATION"). Without limiting the generality of the foregoing, the actual
amount payable to Executive in respect of the Incentive Compensation may be more
or less than the targeted opportunity (including zero) based on the actual
results against the pre-established performance objectives.

      5. Stock Purchase. Substantially contemporaneously with the Commencement
Date, Executive shall purchase the number of shares of Common Stock of the
Company specified in the Subscription Agreement related to the purchase of such
shares, to be entered into by Executive and the Company (the "SUBSCRIPTION
Agreement"). The terms and conditions of such purchase shall be as set forth in
the Subscription Agreement, and such shares shall be subject to the limitations
and restrictions, including, without limitation, the restrictions on transfer
and the put and call rights set forth in the Stockholders Agreement.

                                        3


      6. Public Equity Awards.

            (a) Basic Restricted Stock Grant. On the fourth trading day
following the Registration Date, the Company shall grant Executive an award of
that number of whole restricted shares of Common Stock (the "BASIC RESTRICTED
SHARES") as is equal to (or most closely approximates) 0.30% of the Outstanding
Common Stock on the date of grant. The Basic Restricted Shares shall vest and
become freely transferable in the proportions, and based upon achievement of the
total shareholder return objectives, determined pursuant to Schedule A hereto,
so long as Executive is continuously employed by the Company through the
applicable vesting date. Any Basic Restricted Shares that have not become vested
and freely transferable on or before the fifth anniversary of the grant date
shall be forfeited. For purposes of this Agreement, "OUTSTANDING COMMON STOCK"
shall mean the sum of (x) the number of shares Common Stock that are issued and
outstanding on the Registration Date and (y) the number of shares of Common
Stock issuable pursuant to any stock options granted by Dean prior to the
Registration Date in respect of its common stock and converted into the right to
purchase Common Stock in connection with or in contemplation of the Spin-Off.

            (b) Supplemental Restricted Stock Unit Grant. On the fourth trading
day following the Registration Date, Executive shall be granted, automatically
and without any further action on the part of the Company or the Board, an award
of restricted stock units, with each such unit representing a right to receive
one share of Common Stock on the terms and conditions set forth herein (the
"SUPPLEMENTAL RESTRICTED SHARE UNITS"). The number of Supplemental Restricted
Share Units subject to such grant shall be equal to the quotient (rounded up to
the nearest whole number) obtained by dividing (x) by (y), where (x) and (y)
are:

            (x)   the product of (i) the excess, if any, of (A) the Initial Fair
                  Market Value over (B) the Adjusted Per Share Purchase Price
                  and (ii) that number of whole shares of Common Stock as is
                  equal to (or most closely approximates) 0.90% of the
                  Outstanding Common Stock on the date of grant; and

            (y)   the Initial Fair Market Value.

      For purposes of this Agreement, "INITIAL FAIR MARKET VALUE" shall mean the
average of the closing values on the Registration Date and on each of the next
four trading days immediately following the Registration Date, as reported on
the principal exchange or automated quotation system on which the Common Stock
is traded or reported. "ADJUSTED PER SHARE PURCHASE PRICE" shall mean the $5,000
purchase price per share of Common Stock, appropriately adjusted to reflect any
stock split or share combination involving the Common Stock, any
recapitalization of the Company, any adjustment pursuant to Section 4.3(b) of
the Stockholders Agreement, or any merger, consolidation, reorganization or
similar corporate event involving the Company occurring

                                        4


on or after the Commencement Date and on or before the Registration Date.

      The Supplemental Restricted Share Units shall vest in three equal annual
installments on the first three anniversaries of the Registration Date, so long
as (with respect to each installment) Executive is continuously employed by the
Company through the applicable anniversary date. Notwithstanding the foregoing,
no Supplemental Restricted Share Units shall become vested on any such
anniversary date if, on such date, the average of the closing prices of a share
of Common Stock on the principal trading market on which such shares are traded
or reported for the 20 trading day period ended on such date (or, if such date
is not a business day, the 20 trading day period ended on the last trading day
occurring immediately prior thereto) does not exceed the Initial Fair Market
Value (the "MINIMUM VALUE REQUIREMENT"). In the event that the Minimum Value
Requirement is not satisfied on any applicable anniversary date, the
Supplemental Restricted Share Units that would otherwise have vested on such
anniversary date shall vest on any subsequent anniversary date or on any date
after the third anniversary date (treating each such date as an anniversary date
for purposes of the 20 day trading measurement period) on which both Executive
is still an employee of the Company and the Minimum Value Requirement is
satisfied; provided that any such Supplemental Restricted Share Units that have
not become vested on or before the fifth anniversary of the grant date shall be
forfeited. The shares of Common Stock corresponding to any vested Supplemental
Restricted Share Units, if any, shall be distributed to Executive as soon as
practicable, but not later than five (5) business days following the earlier to
occur of (i) the fifth anniversary of the date of grant or (ii) the sixth month
anniversary of the date Executive's employment with the Company terminates,
unless the Executive elects (in a manner consistent with the applicable
requirements of Section 409A of the Internal Revenue Code (the "CODE")) to defer
the date upon which the shares of Common Stock corresponding to the vested
Supplement Restricted Share Units shall be distributed.

            (c) Stock Option. On the fourth trading day following the
Registration Date, the Company shall automatically and without any further
action on the part of the Company or the Board grant to Executive a
non-qualified stock option to purchase the number of shares of Common Stock
equal to the remainder of (i) the number of whole shares of Common Stock
specified in Section 6(b)(x)(ii) minus (ii) the number of Supplemental
Restricted Share Units awarded pursuant to Section 6(b) (the "OPTION"). The
exercise price per share with respect to the Option shall be equal to the
Initial Fair Market Value. The Option shall become vested and exercisable in
three approximately equal annual installments on each of the first three
anniversaries of the grant date of such Option, so long as Executive is
continuously employed by the Company through the applicable anniversary date.

            (d) Stock Incentive Plan. Each of the Basic Restricted Shares, the
Supplemental Restricted Shares and the Option shall be granted pursuant to a
stock incentive plan (the "INCENTIVE PLAN") to be adopted by the Company prior
to the Registration Date that will authorize for issuance thereunder at least
(i) 13% of the

                                       5


Outstanding Common Stock plus (ii) the number of shares of Common Stock issuable
pursuant to any stock options granted by Dean prior to the Registration Date in
respect of its common stock and converted into the right to purchase Common
Stock in connection with or in contemplation of the Spin-Off as provided in the
Stockholders Agreement. Such Incentive Plan shall have terms and conditions
which will permit the issuance of the awards to the Executive specified in this
Section 6 and shall not contain any other term or condition that has an adverse
effect on any award to be made to Executive pursuant to this Section 6.

            (e) Award Agreements. Each of the Basic Restricted Shares,
Supplemental Restricted Shares and the Option shall be subject to an award
agreement having the terms and conditions specified in the preceding
subparagraphs of this Section 6 and otherwise consistent with the terms and
conditions of the Incentive Plan. Each such agreement shall provide for full
vesting of such awards upon a Change of Control and shall provide that Executive
shall have the right to elect that any applicable tax withholding requirements
with respect to the vesting, exercise or distribution of Common Stock be
satisfied by having the Company withhold shares of Common Stock subject to such
award having a value equal to the minimum required applicable tax withholding,
and that Executive may exercise the Option using previously owned shares of
Common Stock, including Basic Restricted Shares that are still subject to
forfeiture, provided that that number of shares deliverable upon exercise of the
Option that corresponds to the number of unvested Basic Restricted Shares
surrendered will be subject to the same forfeiture provisions and restrictions
on transfer as the Basic Restricted Shares surrendered to exercise such Option,
in whole or in part.

            (f) Capital Adjustments. Notwithstanding anything to the contrary
contained in Section 5 or this Section 6, the exercise price of, and the number
of Shares subject to, the Option, the number of Units subject to the
Supplemental Restricted Share Units, and the Minimum Value Requirement shall be
appropriately adjusted, by the Board in its sole discretion, to reflect any
extraordinary dividend, any dividend payable in shares of capital stock, any
stock split or share combination involving the Common Stock, any
recapitalization of the Company, any merger, consolidation, reorganization or
similar corporate event involving the Company occurring after the Registration
Date.

            (g) Impact on Future Grants. Unless following the Registration Date
the Board shall determine that special circumstances warrant the grant of such
additional awards as it or any duly authorized committee thereof shall, in its
sole discretion, determine, it is the intent and expectation of the parties that
Executive will not receive any further grants of equity-based compensation prior
to the third anniversary of the Commencement Date. Following such third
anniversary, Executive shall be eligible to receive equity-based compensation
awards in accordance the Company's generally applicable compensation practices,
as then in effect.

                                        6


      7. Benefits, Perquisites and Expenses.

            (a) Benefits. During the Employment Period, Executive shall be
eligible to participate in (i) each welfare benefit plan sponsored or maintained
by the Company for its senior executive officers, including, without limitation,
each group life, hospitalization, medical, dental, health, accident or
disability insurance or similar plan or program of the Company, and (ii) each
pension, profit sharing, retirement, deferred compensation or savings plan
sponsored or maintained by the Company for its senior executive officers, in
each case, whether now existing or established hereafter, in accordance with the
generally applicable provisions thereof, as the same may be amended from time to
time.

            (b) Perquisites. During the Employment Period, Executive shall be
entitled to receive such perquisites as are generally provided to other senior
executive officers of the Company in accordance with the then current policies
and practices of the Company.

            (c) Business Expenses. During the Employment Period, the Company
shall pay or reimburse Executive for all reasonable expenses incurred or paid by
Executive in the performance of Executive's duties hereunder, upon presentation
of expense statements or vouchers and such other information as the Company may
require and in accordance with the generally applicable policies and procedures
of the Company.

            (d) Indemnification. The Company agrees that if Executive is made a
party, or is threatened to be made a party, to any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a "PROCEEDING"), by
reason of the fact that he is or was a director, officer or employee of the
Company or any subsidiary or affiliate thereof, or is or was serving at the
request of the Company as a director, officer, member, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
including, in each case, service with respect to employee benefit plans, whether
or not the basis of such Proceeding is Executive's alleged action in an official
capacity while serving as a director, officer, member, employee or agent,
Executive shall be indemnified and held harmless by the Company to the fullest
extent legally permitted or authorized by the Company's certificate of
incorporation or by-laws or resolutions of the Board or, if greater, by the laws
of the State of Delaware, against all cost, expense, liability and loss
(including, without limitation, attorney's fees, judgments, fines or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
Executive in connection therewith, and such indemnification shall continue as to
Executive even if he has ceased to be a director, officer, member, employee or
agent of the Company or other entity and shall inure to the benefit of
Executive's heirs, executors and administrators. If Executive serves as a
director, officer, member, partner, employee or agent of another corporation,
partnership, joint venture, limited liability company, trust or other enterprise
(including, in each case, service with respect to employee benefit plans) which
is a subsidiary or affiliate of the Company, it shall be presumed for purposes
of this Section 7(d) that Executive serves or served in such capacity at the
request of the

                                        7


Company. The Company shall advance to Executive all reasonable costs and
expenses incurred by him in connection with a Proceeding within 30 days after
receipt by the Company of a written request for such advance. Such request shall
include an undertaking by Executive to repay the amount of such advance, if it
shall ultimately be determined that he is not entitled to be indemnified against
such costs and expenses. The Company agrees to continue and maintain a
directors' and officers' liability insurance policy covering Executive to the
extent the Company provides such coverage for its other executive officers or
directors.

      8. Termination of Employment.

            (a) Early Termination of the Employment Period. Notwithstanding
Section 1, the Employment Period shall end upon the earliest to occur of (i) a
termination of Executive's employment on account of Executive's death, (ii) a
Termination due to Disability, (iii) a Termination for Cause, (iv) a Termination
Without Cause, (v) a Termination for Good Reason, (vi) a Termination due to
Retirement or (vii) a Voluntary Termination.

            (b) Termination Due to Death or Disability. In the event that
Executive's employment hereunder terminates due to his death or as a result of a
Termination due to Disability (as defined below), no termination benefits shall
be payable to or in respect of Executive except as provided in Section 8(e). For
purposes of this Agreement, "TERMINATION DUE TO DISABILITY" means a termination
of Executive's employment upon written notice from the Company because Executive
has been incapable, regardless of any reasonable accommodation by the Company,
of substantially fulfilling the positions, duties, responsibilities and
obligations set forth in this Agreement because of physical, mental or emotional
incapacity resulting from injury, sickness or disease for a period of more than
(i) four consecutive months or (ii) an aggregate of six months in any twelve
month period. Any question as to the existence or extent of Executive's
disability upon which Executive and the Company cannot agree shall be determined
by a qualified, independent physician jointly selected by the Company and
Executive. If the Company and Executive cannot agree on the physician to make
the determination, then the Company and Executive shall each select a physician
and those physicians shall jointly select a third physician, who shall make the
determination. The determination of any such physician shall be final and
conclusive for all purposes of this Agreement. Executive or his legal
representative or any adult member of his immediate family shall have the right
to present to such physician such information and arguments as to Executive's
disability as he, she or they deem appropriate, including the opinion of
Executive's personal physician.

            (c) Termination by the Company. The Company may terminate
Executive's employment with the Company with or without Cause; provided that
prior to the Registration Date, the Company may only terminate Executive's
employment hereunder for Cause. "TERMINATION FOR CAUSE" means a termination of
Executive's employment

                                        8


by the Company due to Cause. "CAUSE" means (i) Executive's conviction of a
felony or the entering by Executive of a plea of nolo contendere to a felony
charge, (ii) Executive's gross neglect or willful and intentional gross
misconduct in the performance of, or willful, substantial and continual refusal
by Executive in breach of this Agreement to perform, the duties,
responsibilities or obligations assigned to Executive pursuant to the terms
hereof, (iii) a TreeHouse Default (as defined in the Stockholders Agreement),
(iv) any material breach by Executive of Section 9 of this Agreement or (v) a
material breach by Executive of the Code of Ethics applicable to the Company's
employees, as in effect from time to time; provided, however, that no act or
omission shall constitute "Cause" for purposes of this Agreement unless the
Board provides Executive, within 90 days of the Board learning of such act or
acts or failure or failures to act, (A) written notice of the intention to
terminate him for Cause, which notice states in detail clearly and fully the
particular act or acts or failure or failures to act that constitute the grounds
on which the Board reasonably believes in good faith constitutes "Cause", and
(B) an opportunity, within thirty (30) days following Executive's receipt of
such notice, to meet in person with the Board to explain or defend the alleged
act or acts or failure or failures to act relied upon by the Board and, to the
extent such cure is possible, to cure such act or acts or failure or failures to
act. If such conduct is cured to the reasonable satisfaction of the Board, such
notice of termination shall be revoked. Further, no act or acts or failure or
failures to act shall be considered "willful" or "intentional" if taken in good
faith and Executive reasonably believed such act or acts or failure or failures
to act were in the best interests of the Company.

            (d) Termination by Executive. Executive may terminate his employment
with the Company for Good Reason, for Retirement or in a Voluntary Termination.
A "TERMINATION FOR GOOD REASON" by Executive means a termination of Executive's
employment by Executive within 90 days following (i) a reduction in Executive's
annual Base Salary or target Incentive Compensation opportunity, (ii) the
failure to elect or reelect Executive to any of the positions described in
Section 2 above or the removal of him from any such position, (iii) a material
reduction in Executive's duties and responsibilities or the assignment to
Executive of duties and responsibilities which are materially inconsistent with
his duties or which materially impair Executive's ability to function in the
position specified in Section 2, (iv) a material breach of any material
provision of this Agreement by the Company, (v) the earlier of (x) October 31,
2005 (or such later date as the Company and Executive (or Executive's agent
appointed pursuant to the Stockholders Agreement) shall agree) and (y) the Early
Termination Date (as defined in the Stockholders Agreement), if the Registration
Date has not occurred on or before such earlier date other than as a result of a
TreeHouse Default; (vi) any material breach by the Company or Dean of the
Stockholders Agreement; (vii) any material breach by the Company of any of the
award agreements referenced in Section 6(e); or (viii) the failure by the
Company to obtain the assumption agreement referred to in Section 10(b) of this
Agreement prior to the effectiveness of any succession referred to therein,
unless the purchaser, successor or assignee referred to therein is bound to
perform this Agreement by operation of law. Notwithstanding the foregoing, a

                                        9


termination shall not be treated as a Termination for Good Reason (i) if
Executive shall have consented in writing to the occurrence of the event giving
rise to the claim of Termination for Good Reason (or non-occurrence of the event
described in clause (v) of this definition) or (ii) unless Executive shall have
delivered a written notice to the Board within 60 days of his having actual
knowledge of the occurrence of one of such events stating that he intends to
terminate his employment for Good Reason and specifying the factual basis for
such termination, and such event, if capable of being cured, shall not have been
cured within 10 days of the receipt of such notice. A "TERMINATION DUE TO
RETIREMENT" means Executive's voluntary termination of employment after having
(i) completed at least five (5) years of service with the Company and (ii) the
sum of the Executive's attained age and length of service with the Company is at
least 62 (or such lower number as the Board shall permit). A "VOLUNTARY
TERMINATION" shall mean a termination of employment by Executive that is not a
Termination for Good Reason, a Termination due to Retirement or a Termination
due to Disability, and which occurs after the Registration Date and on 90th day
after Executive shall have given the Company written notice of his intent to
terminate his employment (or as of such later date as Executive shall specify in
such notice).

            (e) Payments and Benefits Upon Certain Terminations.

                  (i) In the event of the termination of Executive's employment
      for any reason (including a voluntary termination of employment by
      Executive which is not a Termination for Good Reason), Executive shall be
      entitled to any Earned Compensation owed to Executive but not yet paid and
      the Vested Benefits.

                  (ii) Except as provided in Section 8(e)(iii), in the event the
      Employment Period ends by reason of a Termination Without Cause or a
      Termination for Good Reason, Executive shall receive the Basic Payment.

                  (iii) In lieu of the Basic Payment, in the event the
      Employment Period ends by reason of a Termination Without Cause or a
      Termination for Good Reason within the 24 month period immediately
      following a Change of Control, Executive shall receive the Special
      Payment.

                  (iv) In the event that Executive's employment terminates (A)
      due to his death, a Termination due to Disability or a Termination due to
      Retirement, in any such case, after the Registration Date, or (B) due to a
      Termination Without Cause or a Termination for Good Reason, in either
      case, after the Registration Date and at a time at which Sam Reed is not
      acting in the capacity of the Company's Chief Executive Officer, (x) any
      portion of the Option that has not become vested and exercisable prior to
      such termination of employment shall become vested and exercisable and, to
      the extent not earlier exercised, the Option shall remain exercisable
      until the second anniversary of such termination or, if earlier, the
      expiration of its term, and (y) any Basic Restricted Shares and
      Supplemental Restricted Shares outstanding on such date of termination
      shall continue to vest, if at

                                       10


      all, in accordance with their terms on the same terms and conditions that
      would have applied if Executive's employment hereunder had not been
      terminated.

                  (v) In the event that Executive's employment terminates due to
      a Termination Without Cause or a Termination for Good Reason, in either
      case, after the Registration Date and while Sam Reed is acting in the
      capacity of the Company's Chief Executive Officer, (A) in addition to any
      portion of the Option that at such time is vested and exercisable in the
      ordinary course, upon such termination, the following additional portion
      of the Option shall become vested and exercisable: (x) the portion of the
      Option, if any, that would have become vested and exercisable on the next
      following anniversary of the Option grant date had Executive continued to
      have been employed plus (y) the portion of the Option, if any, that would
      become vested on the second following anniversary of the Option grant date
      had Executive continued to have been employed times a fraction (the
      "PRO-RATION FRACTION"), the numerator of which is the number of days
      Executive was employed since the last anniversary of such grant date
      through (and including) the termination date and the denominator of which
      is 365, and (B) any portion of the Option that is vested and exercisable
      on the termination date (including the portion thereof that vests and
      becomes exercisable on such date pursuant to subclause (A)) shall be and
      remain exercisable (unless earlier exercised) until the second anniversary
      of the termination date.

                  (vi) In the event that Executive's employment terminates due
      to a Termination Without Cause or a Termination for Good Reason, in either
      case, after the Registration Date and while Sam Reed is acting in the
      capacity of the Company's Chief Executive Officer, in addition to any
      portion thereof that became vested in the ordinary course prior to the
      date of such termination, the following additional portion of the Basic
      Restricted Shares and Supplemental Restricted Share Units may continue to
      vest in accordance with its terms on the same basis as would have applied
      had Executive's employment not terminated: (x) any portion of the Basic
      Restricted Share award and the Supplemental Restricted Share Units award
      that had not become vested as of the termination date solely because the
      performance criteria applicable thereto had not yet been satisfied (i.e.,
      any portion thereof as to which the service requirements has been
      satisfied at the date Executive's employment terminated), (y) the portion
      of each such award that could become vested on the next following
      anniversary of the date on which it was granted had Executive continued to
      have been employed and (z) the portion of each such award, if any, that
      could become vested on the second following anniversary of the grant date
      of such award had Executive continued to have been employed, multiplied by
      the Pro-Ration Fraction.

                  (vii) In the event of a Termination due to Disability, a
      Termination Without Cause or a Termination for Good Reason, Executive
      shall be entitled to continued participation in all medical, dental,
      hospitalization and life insurance

                                       11


      coverage and in other employee benefit plans or programs in which he was
      participating on the date of the termination of his employment until the
      earlier of (A) the second anniversary (or, in the event Executive receives
      the Special Payment, the third anniversary) of his termination of
      employment and (B) the date, or dates, he receives equivalent coverage and
      benefits under the plans and programs of a subsequent employer (such
      coverages and benefits to be determined on a coverage-by-coverage, or
      benefit-by-benefit basis); provided that if Executive is precluded from
      continuing his participation in any employee plan or program as provided
      in this Section 8(e)(iv), he shall be provided with the economic
      equivalent of the benefits provided under the plan or program in which he
      is unable to participate.

                  (viii) Certain Definitions. For purposes of this Section 8,
      capitalized terms have the following meanings.

            "BASIC PAYMENT" means an amount equal to two times the sum of (a)
the annual Base Salary payable to Executive immediately prior to the end of the
Employment Period (or in the event a reduction in Base Salary is the basis for a
Termination for Good Reason, then the Base Salary in effect immediately prior to
such reduction) and (b) the Target Incentive Compensation for the calendar year
in which the Employment Period ends pursuant to Section 8(a).

            "CHANGE OF CONTROL" means the occurrence of any of the following
events following the date of distribution of the Common Stock to the
stockholders of Dean in connection with the Spin-Off: (a) any "person" (as such
term is used in Section 13(d) of the Exchange Act, but specifically excluding
the Company, any wholly-owned subsidiary of the Company and/or any employee
benefit plan maintained by the Company or any wholly-owned subsidiary of the
Company) becomes the "beneficial owner" (as determined pursuant to Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing thirty percent (30%) or more of the combined voting power of the
Company's then outstanding securities; or (b) individuals who currently serve on
the Board, or whose election to the Board or nomination for election to the
Board was approved by a vote of at least two-thirds (2/3) of the directors who
either currently serve on the Board, or whose election or nomination for
election was previously so approved, cease for any reason to constitute a
majority of the Board; or (c) the Company or any subsidiary of the Company shall
merge with or consolidate into any other corporation, other than a merger or
consolidation which would result in the holders of the voting securities of the
Company outstanding immediately prior thereto holding immediately thereafter
securities representing more than sixty percent (60%) of the combined voting
power of the voting securities of the Company or such surviving entity (or its
ultimate parent, if applicable) outstanding immediately after such merger or
consolidation; or (d) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets, or such a plan is
commenced.

                                       12


            "DATE OF TERMINATION" means (i) if Executive's employment is
terminated by his death, the date of his death, and (ii) if Executive's
employment is terminated for any other reason, the date specified in a notice of
termination delivered to Executive by the Company (or if no such date is
specified, the date such notice is delivered).

            "EARNED COMPENSATION" means the sum of (a) any Base Salary earned,
but unpaid, for services rendered to the Company on or prior to the date on
which the Employment Period ends pursuant to Section 8(a), (b) any annual
Incentive Compensation payable for services rendered in the calendar year
preceding the calendar year in which the Employment Period ends that has not
been paid on or prior to the date the Employment Period ends (other than (x)
Base Salary and (y) Incentive Compensation deferred pursuant to Executive's
election), (c) any accrued but unused vacation days and (d) any business
expenses incurred on or prior to the date of the Executive's termination that
are eligible for reimbursement in accordance with the Company's expense
reimbursement policies as then in effect.

            "SPECIAL PAYMENT" means an amount equal to three times the sum of
(a) the annual Base Salary payable to Executive immediately prior to the end of
the Employment Period (or in the event a reduction in Base Salary is the basis
for a Termination for Good Reason, then the Base Salary in effect immediately
prior to such reduction) and (b) the Target Incentive Compensation for the
calendar year in which the Employment Period ends pursuant to Section 8(a).

            "TARGET INCENTIVE COMPENSATION" means with respect to any calendar
year the annual Incentive Compensation Executive would have been entitled to
receive under Section 4(b) for such calendar year had he remained employed by
the Company for the entire calendar year and assuming that all targets for such
calendar year had been met.

            "VESTED BENEFITS" means amounts which are vested or which Executive
is otherwise entitled to receive under the terms of or in accordance with any
plan, policy, practice or program of, or any contract or agreement with, the
Company or any of its subsidiaries, at or subsequent to the date of his
termination without regard to the performance by Executive of further services
or the resolution of a contingency.

            (f) Resignation upon Termination. Effective as of any Date of
Termination under this Section 8, Executive shall resign, in writing, from all
positions then held by him with the Company and its affiliates.

            (g) Timing of Payments. Earned Compensation, the Basic Payment and
the Special Payment shall be paid in a single lump sum as soon as practicable,
but in no event more than 15 days, following the end of the Employment Period.
Vested Benefits shall be payable in accordance with the terms of the plan,
policy, practice, program, contract or agreement under which such benefits have
accrued.

                                       13


            (h) Payment Following a Change of Control. If the aggregate of all
payments or benefits made or provided to Executive with respect to any of the
equity compensation provided under Section 5 or Section 6, under Section
8(e)(iii)(A), if applicable, and under all other plans and programs of the
Company (the "AGGREGATE PAYMENT") is determined to constitute a Parachute
Payment, as such term is defined in Section 280G(b)(2) of the Code, the Company
shall pay to Executive, prior to the time any excise tax imposed by Section 4999
of the Code (the "EXCISE TAX") is payable with respect to such Aggregate
Payment, an additional amount which, after the imposition of all income,
employment and excise taxes thereon, is equal to the Excise Tax on the Aggregate
Payment. The determination of whether the Aggregate Payment constitutes a
Parachute Payment and, if so, the amount to be paid to Executive and the time of
payment pursuant to this Section 8(h) shall be made by the Company's independent
auditor or, if such independent auditor is unwilling or unable to serve in this
capacity, such other nationally recognized accounting firm selected by the
Company with the consent of the person serving as the Chief Executive Officer of
the Company immediately prior to the Change of Control, which consent shall not
be unreasonably withheld (the "AUDITOR").

            (i) Full Discharge of Company Obligations. The amounts payable to
Executive pursuant to this Section 8 following termination of his employment
(including amounts payable with respect to Vested Benefits) shall be in full and
complete satisfaction of Executive's rights under this Agreement and any other
claims he may have in respect of his employment by the Company or any of its
subsidiaries other than claims for common law torts or under other contracts
between Executive and the Company or its subsidiaries. Such amounts shall
constitute liquidated damages with respect to any and all such rights and claims
and, upon Executive's receipt of such amounts, the Company shall be released and
discharged from any and all liability to Executive in connection with this
Agreement or otherwise in connection with Executive's employment with the
Company and its subsidiaries and, as a condition to payment of any such amounts
that are in excess of the Earned Compensation and the Vested Benefits, following
the Date of Termination and if requested by the Company, Executive shall execute
a release in favor of the Company in the form approved by the Company.

            (j) No Mitigation; No Offset. In the event of any termination of
employment under this Section 8, Executive shall be under no obligation to seek
other employment and there shall be no offset against amounts due Executive
under this Agreement on account of any remuneration attributable to any
subsequent employment that he may obtain except as specifically provided with
regard to the continuation of benefits in Section 8(e)(v).

      9. Noncompetition and Confidentiality.

            (a) Noncompetition. During the Employment Period and, in the event
that Executive's employment is terminated for any reason other than death, a
Termination Without Cause or a Termination for Good Reason, for a period of 12
months following

                                       14


the Date of Termination (the "POST-TERMINATION PERIOD"), Executive shall not
become associated with any entity, whether as a principal, partner, employee,
consultant or shareholder (other than as a holder of not in excess of 1% of the
outstanding voting shares of any publicly traded company), that is actively
engaged in any geographic area in any business which is in competition with a
business conducted by the Company at the time of the alleged competition and, in
the case of the Post-Termination Period, at the Date of Termination.

            (b) Confidentiality. Without the prior written consent of the
Company, except (i) in the course of carrying out his duties hereunder or (ii)
to the extent required by an order of a court having competent jurisdiction or
under subpoena from an appropriate government agency, Executive shall not
disclose any trade secrets, customer lists, drawings, designs, information
regarding product development, marketing plans, sales plans, manufacturing
plans, management organization information (including data and other information
relating to members of the Board and management), operating policies or manuals,
business plans, financial records, packaging design or other financial,
commercial, business or technical information relating to the Company or any of
its subsidiaries or information designated as confidential or proprietary that
the Company or any of its subsidiaries may receive belonging to suppliers,
customers or others who do business with the Company or any of its subsidiaries
(collectively, "CONFIDENTIAL INFORMATION") to any third person unless such
Confidential Information has been previously disclosed to the public by the
Company or has otherwise become available to the public (other than by reason of
Executive's breach of this Section 9(b)).

            (c) Company Property. Promptly following termination of Executive's
employment, Executive shall return to the Company all property of the Company,
and all copies thereof in Executive's possession or under his control, except
that Executive may retain his personal notes, diaries, Rolodexes, calendars and
correspondence.

            (d) Non-Solicitation of Employees. During the Employment Period and
during the one year period following any termination of Executive's employment
for any reason, Executive shall not, except in the course of carrying out his
duties hereunder, directly or indirectly induce any employee of the Company or
any of its subsidiaries to terminate employment with such entity, and shall not
directly or indirectly, either individually or as owner, agent, employee,
consultant or otherwise, knowingly employ or offer employment to any person who
is or was employed by the Company or a subsidiary thereof unless such person
shall have ceased to be employed by such entity for a period of at least 6
months.

            (e) Injunctive Relief with Respect to Covenants. Executive
acknowledges and agrees that the covenants and obligations of Executive with
respect to noncompetition, nonsolicitation, confidentiality and Company property
relate to special, unique and extraordinary matters and that a violation of any
of the terms of such covenants and obligations may cause the Company irreparable
injury for which adequate

                                       15


remedies are not available at law. Therefore, Executive agrees that the Company
shall be entitled to an injunction, restraining order or such other equitable
relief restraining Executive from committing any violation of the covenants and
obligations contained in this Section 9. These injunctive remedies are
cumulative and are in addition to any other rights and remedies the Company may
have at law or in equity.

      10. Miscellaneous.

            (a) Survival. Sections 7(d) (relating to the Company's obligation to
indemnify Executive), 8 (relating to early termination), 9 (relating to
noncompetition, nonsolicitation and confidentiality) and 10(o) (relating to
governing law) shall survive the termination hereof, whether such termination
shall be by expiration of the Employment Period or an early termination pursuant
to Section 8 hereof.

            (b) Binding Effect. This Agreement shall be binding on, and shall
inure to the benefit of, the Company and any person or entity that succeeds to
the interest of the Company (regardless of whether such succession does or does
not occur by operation of law) by reason of a merger, consolidation or
reorganization involving the Company or a sale of all or substantially all of
the assets of the Company, provided that the assignee or transferee is the
successor to all or substantially all of the assets of the Company and such
assignee or transferee assumes the liabilities, obligations and duties of the
Company, as contained in this Agreement, either contractually or as a matter of
law. The Company further agrees that, in the event of a sale of assets as
described in the preceding sentence, it shall use its reasonable best efforts to
cause such assignee or transferee to expressly assume the liabilities,
obligations and duties of the Company hereunder. This Agreement shall also inure
to the benefit of Executive's heirs, executors, administrators and legal
representatives and beneficiaries as provided in Section 10(d).

            (c) Assignment. Except as provided under Section 10(b), neither this
Agreement nor any of the rights or obligations hereunder shall be assigned or
delegated by any party hereto without the prior written consent of the other
party.

            (d) Beneficiaries/References. Executive shall be entitled, to the
extent permitted under any applicable law and the terms of any applicable plan,
to select and change a beneficiary or beneficiaries to receive any compensation
or benefit payable hereunder following Executive's death by giving the Company
written notice thereof. In the event of Executive's death or a judicial
determination of his incompetence, reference in this Agreement to Executive
shall be deemed, where appropriate, to refer to his beneficiary, estate or other
legal representative.

            (e) Resolution of Disputes. Any disputes arising under or in
connection with this Agreement shall, at the election of Executive or the
Company, be resolved by binding arbitration, to be held in Chicago, Illinois in
accordance with the rules and procedures of the American Arbitration
Association. Judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. Costs of the

                                       16


arbitration shall be borne by the Company. Unless the arbitrator determines that
Executive did not have a reasonable basis for asserting his position with
respect to the dispute in question, the Company shall also reimburse Executive
for his reasonable attorneys' fees incurred with respect to any arbitration.
Pending the resolution of any arbitration or court proceeding, the Company shall
continue payment of all amounts due Executive under this Agreement and all
benefits to which Executive is entitled at the time the dispute arises (other
than the amounts which are the subject of such dispute).

            (f) Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the matters referred to
herein. No amendment to this Agreement shall be binding between the parties
unless it is in writing and signed by the party against whom enforcement is
sought. There are no promises, representations, inducements or statements
between the parties other than those that are expressly contained herein.
Executive acknowledges that he is entering into this Agreement of his own free
will and accord, and with no duress, that he has been represented and fully
advised by competent counsel in entering into this Agreement, that he has read
this Agreement and that he understands it and its legal consequences.

            (g) Representations. Executive represents that his employment
hereunder and compliance by him with the terms and conditions of this Agreement
will not conflict with or result in the breach of any agreement to which he is a
party or by which he may be bound. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
The Company has the full corporate power and authority to execute and deliver
this Agreement. The Company has taken all action required by law, the
Certificate of Incorporation, its By-Laws or otherwise required to be taken by
it to authorize the execution, delivery and performance by it of this Agreement.
This Agreement is a valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms.

            (h) Severability; Reformation. In the event that one or more of the
provisions of this Agreement shall become invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not be affected thereby. In the event any of
Section 9(a), (b) or (d) is not enforceable in accordance with its terms,
Executive and the Company agree that such Section shall be reformed to make such
Section enforceable in a manner which provides the Company the maximum rights
permitted at law.

            (i) Waiver. Waiver by any party hereto of any breach or default by
the other party of any of the terms of this Agreement shall not operate as a
waiver of any other breach or default, whether similar to or different from the
breach or default waived. No waiver of any provision of this Agreement shall be
implied from any course of dealing between the parties hereto or from any
failure by either party hereto to assert its or his rights hereunder on any
occasion or series of occasions.

                                       17


            (j) Notices. Any notice required or desired to be delivered under
this Agreement shall be in writing and shall be delivered personally, by courier
service, by registered mail, return receipt requested, or by telecopy and shall
be effective upon actual receipt when delivered or sent by telecopy and upon
mailing when sent by registered mail, and shall be addressed as follows (or to
such other address as the party entitled to notice shall hereafter designate in
accordance with the terms hereof):

            If to the Company:

                     857-897 School Place
                     P.O. Box 19057
                     Green Bay, Wisconsin  54307
                     Attention:  General Counsel
                     Telecopy No.:  (920) 497-4604

                     prior to the Registration Date, with a copy to:

                     Dean Foods Company
                     2515 McKinney Avenue
                     Suite 1200
                     Dallas, Texas  75201
                     Attention:  General Counsel
                     Telecopy No.:  (214) 303-3413

            If to Executive:

                     19 Indian Hill Road
                     Winnetka, Illinois  60093

                     with a copy to:

                     Vedder, Price, Kaufman & Kammholz, P.C.
                     222 N. LaSalle Street
                     Chicago, Illinois  60601
                     Attention:  Robert J. Stucker, Esq.
                                 Thomas P. Desmond, Esq.

            (k) Amendments. This Agreement may not be altered, modified or
amended except by a written instrument signed by each of the parties hereto.

            (l) Headings. Headings to Sections in this Agreement are for the
convenience of the parties only and are not intended to be part of or to affect
the meaning or interpretation hereof.

                                       18


            (m) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.

            (n) Withholding. Any payments provided for herein shall be reduced
by any amounts required to be withheld by the Company from time to time under
applicable federal, state or local income or employment tax laws or similar
statutes or other provisions of law then in effect.

            (o) Governing Law. This Agreement shall be governed by the laws of
the State of Delaware, without reference to principles of conflicts or choice of
law under which the law of any other jurisdiction would apply.

                          -- Signature page follows --

                                       19


      IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officer and Executive has hereunto set his hand as of the
day and year first above written.

                                                     DEAN SPECIALTY FOODS
                                                         HOLDINGS, INC.

                                                       By:_______________
                                                          Name:
                                                          Title:

                                                     EXECUTIVE:

                                                     ____________________
                                                     Thomas E. O'Neill

                                       20


                                                                      Schedule A

On each of January 31, 2006, January 31, 2007 and January 31, 2008, one-third of
the Basic Restricted Shares shall vest, provided that the Company's Total
Shareholder Return for the period commencing on the fourth trading day following
the Registration Date (the "COMMENCEMENT DATE") and ending on such January 31st
equals or exceeds the median of the Total Shareholder Return for such period for
the companies in the Selected Peer Group (as defined below).

In addition, on each of January 31, 2007, January 31, 2008, January 31, 2009 and
January 31, 2010, any Basic Restricted Shares that could have vested, but that
did not vest, on any preceding January 31st shall vest on such subsequent date
if the Company's Total Shareholder Return for the period from the Commencement
Date through the applicable January 31st shall equal or exceed the median of the
Total Shareholder Return for such period for the companies in the Selected Peer
Group.

As used herein, "TOTAL SHAREHOLDER RETURN" shall mean the percentage return
received by all shareholders of the relevant company during the applicable
measurement period, including stock price appreciation and dividends, and shall
be calculated as follows:

 Ending Stock Price (1) - Beginning Stock Price (2) + Dividend Reinvestment (3)
- --------------------------------------------------------------------------------
                            Beginning Stock Price (2)

      (1)   With respect to each of the Company and each company in the Selected
            Peer Group, the average of the closing prices of its common stock
            for the 20 consecutive trading day period ending on the applicable
            January 31st (or if the applicable January 31 is not a trading date,
            the immediately preceding trading date).

      (2)   With respect to each of the Company and each company in the Selected
            Peer Group, the average of the closing prices of its common stock on
            the Registration Date and each of the four consecutive trading days
            immediately following the Registration Date.

      (3)   Assumes any dividends paid on the common stock of the Company or any
            company in the Selected Peer Group are used to purchase its common
            stock at the closing stock price on the date that such dividends are
            payable, and includes the value of such additional shares of such
            common stock (based on the Ending Stock Price for such common
            stock).

As used herein, "SELECTED PEER GROUP" shall mean 20 or more companies selected
by the Board of Directors of the Company (or any authorized committee thereof)
from

                                       21


among packaged food companies whose securities are registered to trade on a U.S.
national securities exchange or automated quotation system (including, but not
limited to NASDAQ) (the "PEER COMPANIES") on or as soon as practicable after the
Registration Date; provided that in no event shall any Ineligible Company be
selected to be a member of the Selected Peer Group. An "INELIGIBLE Company"
shall mean any Peer Company (i) in which significant portion of its voting
securities is held by another corporate entity (other than an open-ended
investment company); (ii) has filed for protection under the Federal bankruptcy
law or any similar law, (iii) which is not organized, based and majority-owned
in the United States, (iv) is party to any agreement the consummation of which
would cause such Peer Company to cease to be publicly traded (or be described in
subclause (i) or (iii)), or (v) which has announced an intention to be sold or
cease to be publicly traded or to take actions which would cause it to be
described in subclause (i) or (iii). To the extent that any Peer Company
initially selected as part of the Selected Peer Group with respect to a
measurement period shall become an Ineligible Company prior to the end of such
period, such company shall be excluded from the Selected Peer Group for such
period. The Selected Peer Group will be reviewed annually to determine whether
any of its members shall have become Ineligible Companies.

                                       22

EX-10.17

                                                                   EXHIBIT 10.17

                             EMPLOYMENT AGREEMENT

          EMPLOYMENT AGREEMENT (this "AGREEMENT"), dated as of January 27,
2005, by and between Dean Specialty Foods Holdings, Inc., a Delaware
corporation (the "COMPANY"), and Harry J. Walsh (the "EXECUTIVE").

                             W I T N E S S E T H:

       WHEREAS, the Company's parent corporation, Dean Foods Company ("DEAN"),
intends, subject to certain conditions, to distribute the common stock, par
value $.01 per share, of the Company (the "COMMON STOCK") owned by Dean to its
shareholders, whereby the Company would become a stand-alone publicly traded
corporation;

       WHEREAS, Executive is willing to enter into this Agreement in
anticipation of the Company becoming a stand-alone publicly traded corporation
through the distribution of the Common Stock to Dean's shareholders;

       WHEREAS, to effect such a spin-off and to position the Company to
maximize its value for Dean's shareholders, it is necessary that the Company
have a strong and experienced management team with a proven track record in
developing and growing a company in the consumer packaged goods industry;

       WHEREAS, Executive is one of several members of a management team (the
"TEAM") that possesses the skills and experience necessary to undertake the
challenges of developing the Company, including through acquisitions;

       WHEREAS, in light of these skills and experience, the Company desires to
secure the services of Executive and the other members of the Team, and is
willing to enter into this Agreement embodying the terms of the employment of
Executive by the Company, which terms include one or more substantial equity-
based compensation awards; and

       WHEREAS, Executive is willing to accept such employment and enter into
such Agreement, subject to Dean making available to Executive and to the other
members of the Team the opportunity to invest in the common stock of the
Company and making the undertakings regarding the governance and management of
the Company set forth in the in the stockholders agreement (the "STOCKHOLDERS
AGREEMENT") to be entered into by the Company, Dean, Executive, other members
of the Team, and certain other investors who are affiliates of the Team
contemporaneously with this Agreement; and

       WHEREAS, in order to give Executive and the Team the opportunity to
acquire an equity interest in the Company and as an incentive for Executive to
participate in the affairs of the Company, the Company is willing to sell to
Executive, and Executive

                                        1


desires to purchase, shares of common stock (the "COMMON STOCK"), subject to the
terms and conditions set forth in the Subscription Agreement (the "SUBSCRIPTION
AGREEMENT") to be entered into contemporaneously with this Agreement and in the
Stockholders Agreement.

       NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the Company and Executive hereby agree as follows:

   1.  Employment.  Upon the terms and subject to the conditions of this
Agreement and, unless earlier terminated as provided in Section 8, the Company
hereby employs Executive and Executive hereby accepts employment by the Company
for the period (i) commencing on the date hereof (the "COMMENCEMENT DATE") and
(ii) ending on the third anniversary of (A) the Commencement Date or, (B) if
the Common Stock shall become registered under Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), during the term hereof,
the third anniversary of the date such registration shall have become effective
and trading of Common Stock on a registered national securities exchange or
automated quotation system (including, but not limited to, NASDAQ) shall have
commenced (the "REGISTRATION DATE"); provided, however, that the term of this
Agreement shall automatically be extended for one additional year on the third
anniversary of the Registration Date and each subsequent anniversary thereof
unless not less than 90 days prior to such anniversary date either party shall
give the other written notice that he or it does not want the term to extend as
of such anniversary date.  The period during which Executive is employed
pursuant to this Agreement (including pursuant to any extension of the term
hereof pursuant to the proviso in the immediately preceding sentence) shall be
referred to herein as the "EMPLOYMENT PERIOD."

   2.  Position and Duties.  During the Employment Period, Executive shall
serve as the Senior Vice President of Operations of the Company and in such
other position or positions with the Company and its majority-owned
subsidiaries consistent with the foregoing position as the Board of Directors
of the Company (the "BOARD") may specify or the Company and Executive may
mutually agree upon from time to time.  During the Employment Period, Executive
shall have the duties, responsibilities and obligations customarily assigned to
individuals at comparable publicly traded companies serving in the position or
positions in which Executive serves hereunder.  Executive shall devote
substantially all his business time to the services required of him hereunder,
except for vacation time and reasonable periods of absence due to sickness,
personal injury or other disability, and shall perform such services to the
best of his abilities.  Subject to the provisions of Section 9, nothing herein
shall preclude Executive from (i) engaging in charitable activities and
community affairs, (ii) managing his personal investments and affairs or (iii)
serving on the board of directors or other governing body of any corporate or
other business entity, so long as such service is not in violation of the
covenants contained in Section 9 or the governance principles established for
the Company by the Board, as in effect from time to time, provided that in no
event may such activities, either

                                        2


individually or in the aggregate, materially interfere with the proper
performance of Executive's duties and responsibilities hereunder.

   3.  Place of Performance.  The Company shall establish its headquarters
office in Chicago, Illinois metropolitan area at which Executive shall have his
principal office.  Executive shall also have an office, and perform services
at, the Company's offices in Green Bay, Wisconsin, on such basis as Executive
deems necessary or appropriate for the performance of his duties.

   4.  Compensation.

        (a)  Base Salary.  During the Employment Period, the Company shall pay
Executive a base salary at the annual rate of  $350,000.  Beginning in 2006,
the Board shall review Executive's base salary no less frequently than annually
and may increase such base salary in its discretion.  The amount of annual base
salary payable under this Section 4(a) shall be reduced, however, to the extent
Executive elects to defer such salary under the terms of any deferred
compensation or savings plan or arrangement maintained or established by the
Company or any of its subsidiaries.  Executive's annual base salary payable
hereunder, including any increased annual base salary, without reduction for
any amounts deferred as described above, is referred to herein as "BASE
SALARY".  The Company shall pay Executive the portion of his Base Salary not
deferred in accordance with its standard payroll practices, but no less
frequently than in equal monthly installments.

        (b)  Incentive Compensation.  For each full calendar year during the
Employment Period, Executive shall be eligible to receive an annual incentive
bonus from the Company, with a target bonus opportunity of not less than 60% of
his Base Salary, which will be payable, if at all, upon the achievement by
Executive and/or the Company of performance objectives to be established by the
Board in consultation with the Company's Chief Executive Officer and
communicated to Executive during the first quarter of such year (the "INCENTIVE
COMPENSATION").  Without limiting the generality of the foregoing, the actual
amount payable to Executive in respect of the Incentive Compensation may be
more or less than the targeted opportunity (including zero) based on the actual
results against the pre-established performance objectives.

   5.  Stock Purchase.  Substantially contemporaneously with the Commencement
Date, Executive shall purchase the number of shares of Common Stock of the
Company specified in the Subscription Agreement related to the purchase of such
shares, to be entered into by Executive and the Company (the "SUBSCRIPTION
AGREEMENT").  The terms and conditions of such purchase shall be as set forth
in the Subscription Agreement, and such shares shall be subject to the
limitations and restrictions, including, without limitation, the restrictions
on transfer and the put and call rights set forth in the Stockholders
Agreement.

                                        3


   6.  Public Equity Awards.

        (a)  Basic Restricted Stock Grant.  On the fourth trading day following
the Registration Date, the Company shall grant Executive an award of that
number of whole restricted shares of Common Stock (the "BASIC RESTRICTED
SHARES") as is equal to (or most closely approximates) 0.30% of the Outstanding
Common Stock on the date of grant.  The Basic Restricted Shares shall vest and
become freely transferable in the proportions, and based upon achievement of
the total shareholder return objectives, determined pursuant to Schedule A
hereto, so long as Executive is continuously employed by the Company through
the applicable vesting date.  Any Basic Restricted Shares that have not become
vested and freely transferable on or before the fifth anniversary of the grant
date shall be forfeited.  For purposes of this Agreement, "OUTSTANDING COMMON
STOCK" shall mean the sum of (x) the number of shares Common Stock that are
issued and outstanding on the Registration Date and (y) the number of shares of
Common Stock issuable pursuant to any stock options granted by Dean prior to
the Registration Date in respect of its common stock and converted into the
right to purchase Common Stock in connection with or in contemplation of the
Spin-Off.

        (b)  Supplemental Restricted Stock Unit Grant.  On the fourth trading
day following the Registration Date, Executive shall be granted, automatically
and without any further action on the part of the Company or the Board, an
award of restricted stock units, with each such unit representing a right to
receive one share of Common Stock on the terms and conditions set forth herein
(the "SUPPLEMENTAL RESTRICTED SHARE UNITS").  The number of Supplemental
Restricted Share Units subject to such grant shall be equal to the quotient
(rounded up to the nearest whole number) obtained by dividing (x) by (y), where
(x) and (y) are:

        (x)    the product of (i) the excess, if any, of (A) the Initial Fair
               Market Value over (B) the Adjusted Per Share Purchase Price and
               (ii) that number of whole shares of Common Stock as is equal to
               (or most closely approximates) 0.90% of the Outstanding Common
               Stock on the date of grant; and


        (y)    the Initial Fair Market Value.

       For purposes of this Agreement, "INITIAL FAIR MARKET VALUE" shall mean
the average of the closing values on the Registration Date and on each of the
next four trading days immediately following the Registration Date, as reported
on the principal exchange or automated quotation system on which the Common
Stock is traded or reported.  "ADJUSTED PER SHARE PURCHASE PRICE" shall mean
the $5,000 purchase price per share of Common Stock, appropriately adjusted to
reflect any stock split or share combination involving the Common Stock, any
recapitalization of the Company, any adjustment pursuant to Section 4.3(b) of
the Stockholders Agreement, or any merger, consolidation, reorganization or
similar corporate event involving the Company occurring

                                        4


on or after the Commencement Date and on or before the Registration Date.



      The Supplemental Restricted Share Units shall vest in three equal annual
installments on the first three anniversaries of the Registration Date, so long
as (with respect to each installment) Executive is continuously employed by the
Company through the applicable anniversary date. Notwithstanding the foregoing,
no Supplemental Restricted Share Units shall become vested on any such
anniversary date if, on such date, the average of the closing prices of a share
of Common Stock on the principal trading market on which such shares are traded
or reported for the 20 trading day period ended on such date (or, if such date
is not a business day, the 20 trading day period ended on the last trading day
occurring immediately prior thereto) does not exceed the Initial Fair Market
Value (the "MINIMUM VALUE REQUIREMENT"). In the event that the Minimum Value
Requirement is not satisfied on any applicable anniversary date, the
Supplemental Restricted Share Units that would otherwise have vested on such
anniversary date shall vest on any subsequent anniversary date or on any date
after the third anniversary date (treating each such date as an anniversary date
for purposes of the 20 day trading measurement period) on which both Executive
is still an employee of the Company and the Minimum Value Requirement is
satisfied; provided that any such Supplemental Restricted Share Units that have
not become vested on or before the fifth anniversary of the grant date shall be
forfeited. The shares of Common Stock corresponding to any vested Supplemental
Restricted Share Units, if any, shall be distributed to Executive as soon as
practicable, but not later than five (5) business days following the earlier to
occur of (i) the fifth anniversary of the date of grant or (ii) the sixth month
anniversary of the date Executive's employment with the Company terminates,
unless the Executive elects (in a manner consistent with the applicable
requirements of Section 409A of the Internal Revenue Code (the "CODE")) to defer
the date upon which the shares of Common Stock corresponding to the vested
Supplement Restricted Share Units shall be distributed.

        (c)  Stock Option.  On the fourth trading day following the
Registration Date, the Company shall automatically and without any further
action on the part of the Company or the Board grant to Executive a non-
qualified stock option to purchase the number of shares of Common Stock equal
to the remainder of (i) the number of whole shares of Common Stock specified in
Section 6(b)(x)(ii) minus (ii) the number of Supplemental Restricted Share
Units awarded pursuant to Section 6(b) (the "OPTION").  The exercise price per
share with respect to the Option shall be equal to the Initial Fair Market
Value.  The Option shall become vested and exercisable in three approximately
equal annual installments on each of the first three anniversaries of the grant
date of such  Option, so long as Executive is continuously employed by the
Company through the applicable anniversary date.

        (d)  Stock Incentive Plan.  Each of the Basic Restricted Shares, the
Supplemental Restricted Shares and the Option shall be granted pursuant to a
stock incentive plan (the "INCENTIVE PLAN") to be adopted by the Company prior
to the Registration Date that will authorize for issuance thereunder at least
(i) 13% of the

                                        5


Outstanding Common Stock plus (ii) the number of shares of Common Stock issuable
pursuant to any stock options granted by Dean prior to the Registration Date in
respect of its common stock and converted into the right to purchase Common
Stock in connection with or in contemplation of the Spin-Off as provided in the
Stockholders Agreement. Such Incentive Plan shall have terms and conditions
which will permit the issuance of the awards to the Executive specified in this
Section 6 and shall not contain any other term or condition that has an adverse
effect on any award to be made to Executive pursuant to this Section 6.

        (e)  Award Agreements.  Each of the Basic Restricted Shares,
Supplemental Restricted Shares and the Option shall be subject to an award
agreement having the terms and conditions specified in the preceding
subparagraphs of this Section 6 and otherwise consistent with the terms and
conditions of the Incentive Plan.  Each such agreement shall provide for full
vesting of such awards upon a Change of Control and shall provide that
Executive shall have the right to elect that any applicable tax withholding
requirements with respect to the vesting, exercise or distribution of Common
Stock be satisfied by having the Company withhold shares of Common Stock
subject to such award having a value equal to the minimum required applicable
tax withholding, and that Executive may exercise the Option using previously
owned shares of Common Stock, including Basic Restricted Shares that are still
subject to forfeiture, provided that that number of shares deliverable upon
exercise of the Option that corresponds to the number of unvested Basic
Restricted Shares surrendered will be subject to the same forfeiture provisions
and restrictions on transfer as the Basic Restricted Shares surrendered to
exercise such Option, in whole or in part.

        (f)  Capital Adjustments.  Notwithstanding anything to the contrary
contained in Section 5 or this Section 6, the exercise price of, and the number
of Shares subject to, the Option, the number of Units subject to the
Supplemental Restricted Share Units, and the Minimum Value Requirement shall be
appropriately adjusted, by the Board in its sole discretion, to reflect any
extraordinary dividend, any dividend payable in shares of capital stock, any
stock split or share combination involving the Common Stock, any
recapitalization of the Company, any merger, consolidation, reorganization or
similar corporate event involving the Company occurring after the Registration
Date.

        (g)  Impact on Future Grants.  Unless following the Registration Date
the Board shall determine that special circumstances warrant the grant of such
additional awards as it or any duly authorized committee thereof shall, in its
sole discretion, determine, it is the intent and expectation of the parties
that Executive will not receive any further grants of equity-based compensation
prior to the third anniversary of the Commencement Date.  Following such third
anniversary, Executive shall be eligible to receive equity-based compensation
awards in accordance the Company's generally applicable compensation practices,
as then in effect.

                                        6


   7.  Benefits, Perquisites and Expenses.

        (a)  Benefits.  During the Employment Period, Executive shall be
eligible to participate in (i) each welfare benefit plan sponsored or
maintained by the Company for its senior executive officers, including, without
limitation, each group life, hospitalization, medical, dental, health, accident
or disability insurance or similar plan or program of the Company, and (ii)
each pension, profit sharing, retirement, deferred compensation or savings plan
sponsored or maintained by the Company for its senior executive officers, in
each case, whether now existing or established hereafter, in accordance with
the generally applicable provisions thereof, as the same may be amended from
time to time.

        (b)  Perquisites.  During the Employment Period, Executive shall be
entitled to receive such perquisites as are generally provided to other senior
executive officers of the Company in accordance with the then current policies
and practices of the Company.

        (c)  Business Expenses.  During the Employment Period, the Company
shall pay or reimburse Executive for all reasonable expenses incurred or paid
by Executive in the performance of Executive's duties hereunder, upon
presentation of expense statements or vouchers and such other information as
the Company may require and in accordance with the generally applicable
policies and procedures of the Company.

        (d)  Indemnification.  The Company agrees that if Executive is made a
party, or is threatened to be made a party, to any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a "PROCEEDING"), by
reason of the fact that he is or was a director, officer or employee of the
Company or any subsidiary or affiliate thereof, or is or was serving at the
request of the Company as a director, officer, member, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
including, in each case, service with respect to employee benefit plans,
whether or not the basis of such Proceeding is Executive's alleged action in an
official capacity while serving as a director, officer, member, employee or
agent, Executive shall be indemnified and held harmless by the Company to the
fullest extent legally permitted or authorized by the Company's certificate of
incorporation or by-laws or resolutions of the Board or, if greater, by the
laws of the State of Delaware, against all cost, expense, liability and loss
(including, without limitation, attorney's fees, judgments, fines or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered
by Executive in connection therewith, and such indemnification shall continue
as to Executive even if he has ceased to be a director, officer, member,
employee or agent of the Company or other entity and shall inure to the benefit
of Executive's heirs, executors and administrators.  If Executive serves as a
director, officer, member, partner, employee or agent of another corporation,
partnership, joint venture, limited liability company, trust or other
enterprise (including, in each case, service with respect to employee benefit
plans) which is a subsidiary or affiliate of the Company, it shall be presumed
for purposes of this Section 7(d) that Executive serves or served in such
capacity at the request of the

                                        7


Company. The Company shall advance to Executive all reasonable costs and
expenses incurred by him in connection with a Proceeding within 30 days after
receipt by the Company of a written request for such advance. Such request shall
include an undertaking by Executive to repay the amount of such advance, if it
shall ultimately be determined that he is not entitled to be indemnified against
such costs and expenses. The Company agrees to continue and maintain a
directors' and officers' liability insurance policy covering Executive to the
extent the Company provides such coverage for its other executive officers or
directors.

   8.  Termination of Employment.

        (a)  Early Termination of the Employment Period.  Notwithstanding
Section 1, the Employment Period shall end upon the earliest to occur of (i) a
termination of Executive's employment on account of Executive's death, (ii) a
Termination due to Disability, (iii) a Termination for Cause, (iv) a
Termination Without Cause, (v) a Termination for Good Reason, (vi) a
Termination due to Retirement or (vii) a Voluntary Termination.

        (b)  Termination Due to Death or Disability.  In the event that
Executive's employment hereunder terminates due to his death or as a result of
a Termination due to Disability (as defined below), no termination benefits
shall be payable to or in respect of Executive except as provided in Section
8(e).  For purposes of this Agreement, "TERMINATION DUE TO DISABILITY" means a
termination of Executive's employment upon written notice from the Company
because Executive has been incapable, regardless of any reasonable
accommodation by the Company, of substantially fulfilling the positions,
duties, responsibilities and obligations set forth in this Agreement because of
physical, mental or emotional incapacity resulting from injury, sickness or
disease for a period of more than (i) four consecutive months or (ii) an
aggregate of six months in any twelve month period.  Any question as to the
existence or extent of Executive's disability upon which Executive and the
Company cannot agree shall be determined by a qualified, independent physician
jointly selected by the Company and Executive.  If the Company and Executive
cannot agree on the physician to make the determination, then the Company and
Executive shall each select a physician and those physicians shall jointly
select a third physician, who shall make the determination.  The determination
of any such physician shall be final and conclusive for all purposes of this
Agreement.  Executive or his legal representative or any adult member of his
immediate family shall have the right to present to such physician such
information and arguments as to Executive's disability as he, she or they deem
appropriate, including the opinion of Executive's personal physician.

        (c)  Termination by the Company.  The Company may terminate Executive's
employment with the Company with or without Cause; provided that prior to the
Registration Date, the Company may only terminate Executive's employment
hereunder for Cause. "TERMINATION FOR CAUSE" means a termination of Executive's
employment

                                        8


by the Company due to Cause. "CAUSE" means (i) Executive's conviction
of a felony or the entering by Executive of a plea of nolo contendere to a
felony charge, (ii) Executive's gross neglect or willful and intentional gross
misconduct in the performance of, or willful, substantial and continual refusal
by Executive in breach of this Agreement to perform, the duties,
responsibilities or obligations assigned to Executive pursuant to the terms
hereof, (iii) a TreeHouse Default (as defined in the Stockholders Agreement),
(iv) any material breach by Executive of Section 9 of this Agreement or (v) a
material breach by Executive of the Code of Ethics applicable to the Company's
employees, as in effect from time to time; provided, however, that no act or
omission shall constitute "Cause" for purposes of this Agreement unless the
Board provides Executive, within 90 days of the Board learning of such act or
acts or failure or failures to act, (A) written notice of the intention to
terminate him for Cause, which notice states in detail clearly and fully the
particular act or acts or failure or failures to act that constitute the grounds
on which the Board reasonably believes in good faith constitutes "Cause", and
(B) an opportunity, within thirty (30) days following Executive's receipt of
such notice, to meet in person with the Board to explain or defend the alleged
act or acts or failure or failures to act relied upon by the Board and, to the
extent such cure is possible, to cure such act or acts or failure or failures to
act. If such conduct is cured to the reasonable satisfaction of the Board, such
notice of termination shall be revoked. Further, no act or acts or failure or
failures to act shall be considered "willful" or "intentional" if taken in good
faith and Executive reasonably believed such act or acts or failure or failures
to act were in the best interests of the Company.

        (d)  Termination by Executive.  Executive may terminate his employment
with the Company for Good Reason, for Retirement or in a Voluntary Termination.
A "TERMINATION FOR GOOD REASON" by Executive means a termination of Executive's
employment by Executive within 90 days following (i) a reduction in Executive's
annual Base Salary or target Incentive Compensation opportunity, (ii) the
failure to elect or reelect Executive to any of the positions described in
Section 2 above or the removal of him from any such position, (iii) a material
reduction in Executive's duties and responsibilities or the assignment to
Executive of duties and responsibilities which are materially inconsistent with
his duties or which materially impair Executive's ability to function in the
position specified in Section 2, (iv) a material breach of any material
provision of this Agreement by the Company, (v) the earlier of (x) October 31,
2005 (or such later date as the Company and Executive (or Executive's agent
appointed pursuant to the Stockholders Agreement) shall agree) and (y) the
Early Termination Date (as defined in the Stockholders Agreement), if the
Registration Date has not occurred on or before such earlier date other than as
a result of a TreeHouse Default; (vi) any material breach by the Company or
Dean of the Stockholders Agreement; (vii) any material breach by the Company of
any of the award agreements referenced in Section 6(e); or (viii) the failure
by the Company to obtain the assumption agreement referred to in Section 10(b)
of this Agreement prior to the effectiveness of any succession referred to
therein, unless the purchaser, successor or assignee referred to therein is
bound to perform this Agreement by operation of law. Notwithstanding the
foregoing, a

                                        9


termination shall not be treated as a Termination for Good Reason (i) if
Executive shall have consented in writing to the occurrence of the event giving
rise to the claim of Termination for Good Reason (or non-occurrence of the event
described in clause (v) of this definition) or (ii) unless Executive shall have
delivered a written notice to the Board within 60 days of his having actual
knowledge of the occurrence of one of such events stating that he intends to
terminate his employment for Good Reason and specifying the factual basis for
such termination, and such event, if capable of being cured, shall not have been
cured within 10 days of the receipt of such notice. A "TERMINATION DUE TO
RETIREMENT" means Executive's voluntary termination of employment after having
(i) completed at least five (5) years of service with the Company and (ii) the
sum of the Executive's attained age and length of service with the Company is at
least 62 (or such lower number as the Board shall permit). A "VOLUNTARY
TERMINATION" shall mean a termination of employment by Executive that is not a
Termination for Good Reason, a Termination due to Retirement or a Termination
due to Disability, and which occurs after the Registration Date and on 90th day
after Executive shall have given the Company written notice of his intent to
terminate his employment (or as of such later date as Executive shall specify in
such notice).

        (e)  Payments and Benefits Upon Certain Terminations.

           (i)    In the event of the termination of Executive's employment for
    any reason (including a voluntary termination of employment by Executive
    which is not a Termination for Good Reason), Executive shall be entitled to
    any Earned Compensation owed to Executive but not yet paid and the Vested
    Benefits.


           (ii)   Except as provided in Section 8(e)(iii), in the event the
    Employment Period ends by reason of a Termination Without Cause or a
    Termination for Good Reason, Executive shall receive the Basic Payment.


           (iii)  In lieu of the Basic Payment, in the event the Employment
    Period ends by reason of a Termination Without Cause or a Termination for
    Good Reason within the 24 month period immediately following a Change of
    Control, Executive shall receive the Special Payment.


           (iv)   In the event that Executive's employment terminates (A) due
    to his death, a Termination due to Disability or a Termination due to
    Retirement, in any such case, after the Registration Date, or (B) due to a
    Termination Without Cause or a Termination for Good Reason, in either case,
    after the Registration Date and at a time at which Sam Reed is not acting
    in the capacity of the Company's Chief Executive Officer, (x) any portion
    of the Option that has not become vested and exercisable prior to such
    termination of employment shall become vested and exercisable and, to the
    extent not earlier exercised, the Option shall remain exercisable until the
    second anniversary of such termination or, if earlier, the expiration of
    its term, and (y) any Basic Restricted Shares and Supplemental Restricted
    Shares outstanding on such date of termination shall continue to vest, if
    at

                                       10


    all, in accordance with their terms on the same terms and conditions that
    would have applied if Executive's employment hereunder had not been
    terminated.

           (v)    In the event that Executive's employment terminates due to a
    Termination Without Cause or a Termination for Good Reason, in either case,
    after the Registration Date and while Sam Reed is acting in the capacity of
    the Company's Chief Executive Officer, (A) in addition to any portion of
    the Option that at such time is vested and exercisable in the ordinary
    course, upon such termination, the following additional portion of the
    Option shall become vested and exercisable: (x) the portion of the Option,
    if any, that would have become vested and exercisable on the next following
    anniversary of the Option grant date had Executive continued to have been
    employed plus (y) the portion of the Option, if any, that would become
    vested on the second following anniversary of the Option grant date had
    Executive continued to have been employed times a fraction (the "PRO-RATION
    FRACTION"), the numerator of which is the number of days Executive was
    employed since the last anniversary of such grant date through (and
    including) the termination date and the denominator of which is 365, and
    (B) any portion of the Option that is vested and exercisable on the
    termination date (including the portion thereof that vests and becomes
    exercisable on such date pursuant to subclause (A)) shall be and remain
    exercisable (unless earlier exercised) until the second anniversary of the
    termination date.

           (vi)   In the event that Executive's employment terminates due to a
    Termination Without Cause or a Termination for Good Reason, in either case,
    after the Registration Date and while Sam Reed is acting in the capacity of
    the Company's Chief Executive Officer, in addition to any portion thereof
    that became vested in the ordinary course prior to the date of such
    termination, the following additional portion of the Basic Restricted
    Shares and Supplemental Restricted Share Units may continue to vest in
    accordance with its terms on the same basis as would have applied had
    Executive's employment not terminated: (x) any portion of the Basic
    Restricted Share award and the Supplemental Restricted Share Units award
    that had not become vested as of the termination date solely because the
    performance criteria applicable thereto had not yet been satisfied (i.e.,
    any portion thereof as to which the service requirements has been satisfied
    at the date Executive's employment terminated), (y) the portion of each
    such award that could become vested on the next following anniversary of
    the date on which it was granted had Executive continued to have been
    employed and (z) the portion of each such award, if any, that could become
    vested on the second following anniversary of the grant date of such award
    had Executive continued to have been employed, multiplied by the Pro-Ration
    Fraction.

           (vii)  In the event of a Termination due to Disability, a
    Termination Without Cause or a Termination for Good Reason, Executive shall
    be entitled to continued participation in all medical, dental,
    hospitalization and life insurance

                                       11


    coverage and in other employee benefit plans or programs in which he was
    participating on the date of the termination of his employment until the
    earlier of (A) the second anniversary (or, in the event Executive receives
    the Special Payment, the third anniversary) of his termination of
    employment and (B) the date, or dates, he receives equivalent coverage and
    benefits under the plans and programs of a subsequent employer (such
    coverages and benefits to be determined on a coverage-by-coverage, or
    benefit-by-benefit basis); provided that if Executive is precluded from
    continuing his participation in any employee plan or program as provided in
    this Section 8(e)(iv), he shall be provided with the economic equivalent of
    the benefits provided under the plan or program in which he is unable to
    participate.


           (viii) Certain Definitions.  For purposes of this Section 8,
    capitalized terms have the following meanings.

       "BASIC PAYMENT" means an amount equal to two times the sum of (a) the
annual Base Salary payable to Executive immediately prior to the end of the
Employment Period (or in the event a reduction in Base Salary is the basis for
a Termination for Good Reason, then the Base Salary in effect immediately prior
to such reduction) and (b) the Target Incentive Compensation for the calendar
year in which the Employment Period ends pursuant to Section 8(a).

       "CHANGE OF CONTROL" means the occurrence of any of the following events
following the date of distribution of the Common Stock to the stockholders of
Dean in connection with the Spin-Off: (a) any "person" (as such term is used in
Section 13(d) of the Exchange Act, but specifically excluding the Company, any
wholly-owned subsidiary of the Company and/or any employee benefit plan
maintained by the Company or any wholly-owned subsidiary of the Company)
becomes the "beneficial owner" (as determined pursuant to Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing thirty percent (30%) or more of the combined voting power of the
Company's then outstanding securities; or (b) individuals who currently serve
on the Board, or whose election to the Board or nomination for election to the
Board was approved by a vote of at least two-thirds (2/3) of the directors who
either currently serve on the Board, or whose election or nomination for
election was previously so approved, cease for any reason to constitute a
majority of the Board; or (c) the Company or any subsidiary of the Company
shall merge with or consolidate into any other corporation, other than a merger
or consolidation which would result in the holders of the voting securities of
the Company outstanding immediately prior thereto holding immediately
thereafter securities representing more than sixty percent (60%) of the
combined voting power of the voting securities of the Company or such surviving
entity (or its ultimate parent, if applicable) outstanding immediately after
such merger or consolidation; or (d) the stockholders of the Company approve a
plan of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's assets,
or such a plan is commenced.

                                       12


       "DATE OF TERMINATION" means (i) if Executive's employment is terminated
by his death, the date of his death, and (ii) if Executive's employment is
terminated for any other reason, the date specified in a notice of termination
delivered to Executive by the Company (or if no such date is specified, the
date such notice is delivered).

       "EARNED COMPENSATION" means the sum of (a) any Base Salary earned, but
unpaid, for services rendered to the Company on or prior to the date on which
the Employment Period ends pursuant to Section 8(a), (b) any annual Incentive
Compensation payable for services rendered in the calendar year preceding the
calendar year in which the Employment Period ends that has not been paid on or
prior to the date the Employment Period ends (other than (x) Base Salary and
(y) Incentive Compensation deferred pursuant to Executive's election), (c) any
accrued but unused vacation days and (d) any business expenses incurred on or
prior to the date of the Executive's termination that are eligible for
reimbursement in accordance with the Company's expense reimbursement policies
as then in effect.

       "SPECIAL PAYMENT" means an amount equal to three times the sum of (a)
the annual Base Salary payable to Executive immediately prior to the end of the
Employment Period (or in the event a reduction in Base Salary is the basis for
a Termination for Good Reason, then the Base Salary in effect immediately prior
to such reduction) and (b) the Target Incentive Compensation for the calendar
year in which the Employment Period ends pursuant to Section 8(a).

       "TARGET INCENTIVE COMPENSATION" means with respect to any calendar year
the annual Incentive Compensation Executive would have been entitled to receive
under Section 4(b) for such calendar year had he remained employed by the
Company for the entire calendar year and assuming that all targets for such
calendar year had been met.

       "VESTED BENEFITS" means amounts which are vested or which Executive is
otherwise entitled to receive under the terms of or in accordance with any
plan, policy, practice or program of, or any contract or agreement with, the
Company or any of its subsidiaries, at or subsequent to the date of his
termination without regard to the performance by Executive of further services
or the resolution of a contingency.

        (f)  Resignation upon Termination.  Effective as of any Date of
Termination under this Section 8, Executive shall resign, in writing, from all
positions then held by him with the Company and its affiliates.

        (g)  Timing of Payments.  Earned Compensation, the Basic Payment and
the Special Payment shall be paid in a single lump sum as soon as practicable,
but in no event more than 15 days, following the end of the Employment Period.
Vested Benefits shall be payable in accordance with the terms of the plan,
policy, practice, program, contract or agreement under which such benefits have
accrued.

                                       13


        (h)  Payment Following a Change of Control.  If the aggregate of all
payments or benefits made or provided to Executive with respect to any of the
equity compensation provided under Section 5 or Section 6, under Section
8(e)(iii)(A), if applicable, and under all other plans and programs of the
Company (the "AGGREGATE PAYMENT") is determined to constitute a Parachute
Payment, as such term is defined in Section 280G(b)(2) of the Code, the Company
shall pay to Executive, prior to the time any excise tax imposed by Section
4999 of the Code (the "EXCISE TAX") is payable with respect to such Aggregate
Payment, an additional amount which, after the imposition of all income,
employment and excise taxes thereon, is equal to the Excise Tax on the
Aggregate Payment.  The determination of whether the Aggregate Payment
constitutes a Parachute Payment and, if so, the amount to be paid to Executive
and the time of payment pursuant to this Section 8(h) shall be made by the
Company's independent auditor or, if such independent auditor is unwilling or
unable to serve in this capacity, such other nationally recognized accounting
firm selected by the Company with the consent of the person serving as the
Chief Executive Officer of the Company immediately prior to the Change of
Control, which consent shall not be unreasonably withheld (the "AUDITOR").

        (i)  Full Discharge of Company Obligations.  The amounts payable to
Executive pursuant to this Section 8 following termination of his employment
(including amounts payable with respect to Vested Benefits) shall be in full
and complete satisfaction of Executive's rights under this Agreement and any
other claims he may have in respect of his employment by the Company or any of
its subsidiaries other than claims for common law torts or under other
contracts between Executive and the Company or its subsidiaries.  Such amounts
shall constitute liquidated damages with respect to any and all such rights and
claims and, upon Executive's receipt of such amounts, the Company shall be
released and discharged from any and all liability to Executive in connection
with this Agreement or otherwise in connection with Executive's employment with
the Company and its subsidiaries and, as a condition to payment of any such
amounts that are in excess of the Earned Compensation and the Vested Benefits,
following the Date of Termination and if requested by the Company, Executive
shall execute a release in favor of the Company in the form approved by the
Company.

        (j)  No Mitigation; No Offset.  In the event of any termination of
employment under this Section 8, Executive shall be under no obligation to seek
other employment and there shall be no offset against amounts due Executive
under this Agreement on account of any remuneration attributable to any
subsequent employment that he may obtain except as specifically provided with
regard to the continuation of benefits in Section 8(e)(v).

   9.  Noncompetition and Confidentiality.

        (a)  Noncompetition.  During the Employment Period and, in the event
that Executive's employment is terminated for any reason other than death, a
Termination Without Cause or a Termination for Good Reason, for a period of 12
months following

                                       14


the Date of Termination (the "POST-TERMINATION PERIOD"), Executive shall not
become associated with any entity, whether as a principal, partner, employee,
consultant or shareholder (other than as a holder of not in excess of 1% of the
outstanding voting shares of any publicly traded company), that is actively
engaged in any geographic area in any business which is in competition with a
business conducted by the Company at the time of the alleged competition and, in
the case of the Post-Termination Period, at the Date of Termination.

        (b)  Confidentiality.  Without the prior written consent of the
Company, except (i) in the course of carrying out his duties hereunder or (ii)
to the extent required by an order of a court having competent jurisdiction or
under subpoena from an appropriate government agency, Executive shall not
disclose any trade secrets, customer lists, drawings, designs, information
regarding product development, marketing plans, sales plans, manufacturing
plans, management organization information (including data and other
information relating to members of the Board and management), operating
policies or manuals, business plans, financial records, packaging design or
other financial, commercial, business or technical information relating to the
Company or any of its subsidiaries or information designated as confidential or
proprietary that the Company or any of its subsidiaries may receive belonging
to suppliers, customers or others who do business with the Company or any of
its subsidiaries (collectively, "CONFIDENTIAL INFORMATION") to any third person
unless such Confidential Information has been previously disclosed to the
public by the Company or has otherwise become available to the public (other
than by reason of Executive's breach of this Section 9(b)).

        (c)  Company Property.  Promptly following termination of Executive's
employment, Executive shall return to the Company all property of the Company,
and all copies thereof in Executive's possession or under his control, except
that Executive may retain his personal notes, diaries, Rolodexes, calendars and
correspondence.

        (d)  Non-Solicitation of Employees.  During the Employment Period and
during the one year period following any termination of Executive's employment
for any reason, Executive shall not, except in the course of carrying out his
duties hereunder, directly or indirectly induce any employee of the Company or
any of its subsidiaries to terminate employment with such entity, and shall not
directly or indirectly, either individually or as owner, agent, employee,
consultant or otherwise, knowingly employ or offer employment to any person who
is or was employed by the Company or a subsidiary thereof unless such person
shall have ceased to be employed by such entity for a period of at least 6
months.

        (e)  Injunctive Relief with Respect to Covenants.  Executive
acknowledges and agrees that the covenants and obligations of Executive with
respect to noncompetition, nonsolicitation, confidentiality and Company
property relate to special, unique and extraordinary matters and that a
violation of any of the terms of such covenants and obligations may cause the
Company irreparable injury for which adequate

                                       15


remedies are not available at law. Therefore, Executive agrees that the Company
shall be entitled to an injunction, restraining order or such other equitable
relief restraining Executive from committing any violation of the covenants and
obligations contained in this Section 9. These injunctive remedies are
cumulative and are in addition to any other rights and remedies the Company may
have at law or in equity.

   10.  Miscellaneous.

        (a)  Survival.  Sections 7(d) (relating to the Company's obligation to
indemnify Executive), 8 (relating to early termination), 9 (relating to
noncompetition, nonsolicitation and confidentiality) and 10(o) (relating to
governing law) shall survive the termination hereof, whether such termination
shall be by expiration of the Employment Period or an early termination
pursuant to Section 8 hereof.

        (b)  Binding Effect.  This Agreement shall be binding on, and shall
inure to the benefit of, the Company and any person or entity that succeeds to
the interest of the Company (regardless of whether such succession does or does
not occur by operation of law) by reason of a merger, consolidation or
reorganization involving the Company or a sale of all or substantially all of
the assets of the Company, provided that the assignee or transferee is the
successor to all or substantially all of the assets of the Company and such
assignee or transferee assumes the liabilities, obligations and duties of the
Company, as contained in this Agreement, either contractually or as a matter of
law.  The Company further agrees that, in the event of a sale of assets as
described in the preceding sentence, it shall use its reasonable best efforts
to cause such assignee or transferee to expressly assume the liabilities,
obligations and duties of the Company hereunder.  This Agreement shall also
inure to the benefit of Executive's heirs, executors, administrators and legal
representatives and beneficiaries as provided in Section 10(d).

        (c)  Assignment.  Except as provided under Section 10(b), neither this
Agreement nor any of the rights or obligations hereunder shall be assigned or
delegated by any party hereto without the prior written consent of the other
party.

        (d)  Beneficiaries/References.  Executive shall be entitled, to the
extent permitted under any applicable law and the terms of any applicable plan,
to select and change a beneficiary or beneficiaries to receive any compensation
or benefit payable hereunder following Executive's death by giving the Company
written notice thereof.  In the event of Executive's death or a judicial
determination of his incompetence, reference in this Agreement to Executive
shall be deemed, where appropriate, to refer to his beneficiary, estate or
other legal representative.

        (e)  Resolution of Disputes.  Any disputes arising under or in
connection with this Agreement shall, at the election of Executive or the
Company, be resolved by binding arbitration, to be held in Chicago, Illinois in
accordance with the rules and procedures of the American Arbitration
Association.  Judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. Costs of the

                                       16


arbitration shall be borne by the Company. Unless the arbitrator determines that
Executive did not have a reasonable basis for asserting his position with
respect to the dispute in question, the Company shall also reimburse Executive
for his reasonable attorneys' fees incurred with respect to any arbitration.
Pending the resolution of any arbitration or court proceeding, the Company shall
continue payment of all amounts due Executive under this Agreement and all
benefits to which Executive is entitled at the time the dispute arises (other
than the amounts which are the subject of such dispute).

        (f)  Entire Agreement.  This Agreement constitutes the entire agreement
between the parties hereto with respect to the matters referred to herein.  No
amendment to this Agreement shall be binding between the parties unless it is
in writing and signed by the party against whom enforcement is sought.  There
are no promises, representations, inducements or statements between the parties
other than those that are expressly contained herein.  Executive acknowledges
that he is entering into this Agreement of his own free will and accord, and
with no duress, that he has been represented and fully advised by competent
counsel in entering into this Agreement, that he has read this Agreement and
that he understands it and its legal consequences.

        (g)  Representations.  Executive represents that his employment
hereunder and compliance by him with the terms and conditions of this Agreement
will not conflict with or result in the breach of any agreement to which he is
a party or by which he may be bound.  The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware.  The Company has the full corporate power and authority to execute
and deliver this Agreement.  The Company has taken all action required by law,
the Certificate of Incorporation, its By-Laws or otherwise required to be taken
by it to authorize the execution, delivery and performance by it of this
Agreement.  This Agreement is a valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.

        (h)  Severability; Reformation.  In the event that one or more of the
provisions of this Agreement shall become invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not be affected thereby.  In the event any of
Section 9(a), (b) or (d) is not enforceable in accordance with its terms,
Executive and the Company agree that such Section shall be reformed to make
such Section enforceable in a manner which provides the Company the maximum
rights permitted at law.

        (i)  Waiver.  Waiver by any party hereto of any breach or default by
the other party of any of the terms of this Agreement shall not operate as a
waiver of any other breach or default, whether similar to or different from the
breach or default waived.  No waiver of any provision of this Agreement shall
be implied from any course of dealing between the parties hereto or from any
failure by either party hereto to assert its or his rights hereunder on any
occasion or series of occasions.

                                       17



        (j)  Notices.  Any notice required or desired to be delivered under
this Agreement shall be in writing and shall be delivered personally, by
courier service, by registered mail, return receipt requested, or by telecopy
and shall be effective upon actual receipt when delivered or sent by telecopy
and upon mailing when sent by registered mail, and shall be addressed as
follows (or to such other address as the party entitled to notice shall
hereafter designate in accordance with the terms hereof):

          If to the Company:

                 857-897 School Place
                 P.O. Box 19057
                 Green Bay, Wisconsin  54307
                 Attention:  General Counsel
                 Telecopy No.:  (920) 497-4604

                 prior to the Registration Date, with a copy to:

                 Dean Foods Company
                 2515 McKinney Avenue
                 Suite 1200
                 Dallas, Texas  75201
                 Attention:  General Counsel
                 Telecopy No.:  (214) 303-3413

          If to Executive:

                 901 Jeffrey Court
                 St. Charles, Illinois  60174

                 with a copy to:

                 Vedder, Price, Kaufman & Kammholz, P.C.
                 222 N. LaSalle Street
                 Chicago, Illinois  60601
                 Attention:  Robert J. Stucker, Esq.
                             Thomas P. Desmond, Esq.

        (k)  Amendments.  This Agreement may not be altered, modified or
amended except by a written instrument signed by each of the parties hereto.

        (l)  Headings.  Headings to Sections in this Agreement are for the
convenience of the parties only and are not intended to be part of or to affect
the meaning or interpretation hereof.

                                       18


        (m)  Counterparts.  This Agreement may be executed in counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.

        (n)  Withholding.  Any payments provided for herein shall be reduced by
any amounts required to be withheld by the Company from time to time under
applicable federal, state or local income or employment tax laws or similar
statutes or other provisions of law then in effect.

        (o)  Governing Law.  This Agreement shall be governed by the laws of
the State of Delaware, without reference to principles of conflicts or choice
of law under which the law of any other jurisdiction would apply.

                         -- Signature page follows --

                                       19


       IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officer and Executive has hereunto set his hand as of
the day and year first above written.

                                        DEAN SPECIALTY FOODS
                                        HOLDINGS, INC.

                                         By: _______________________________
                                             Name:
                                             Title:

                                        EXECUTIVE:
                                        ____________________________________
                                        Harry J. Walsh

                                       20


                                                                  Schedule A

On each of January 31, 2006, January 31, 2007 and January 31, 2008, one-third
of the Basic Restricted Shares shall vest, provided that the Company's Total
Shareholder Return for the period commencing on the fourth trading day
following the Registration Date (the "COMMENCEMENT DATE") and ending on such
January 31st equals or exceeds the median of the Total Shareholder Return for
such period for the companies in the Selected Peer Group (as defined below).

In addition, on each of January 31, 2007, January 31, 2008, January 31, 2009
and January 31, 2010, any Basic Restricted Shares that could have vested, but
that did not vest, on any preceding January 31st shall vest on such subsequent
date if the Company's Total Shareholder Return for the period from the
Commencement  Date through the applicable January 31st shall equal or exceed
the median of the Total Shareholder Return for such period for the companies in
the Selected Peer Group.

As used herein, "TOTAL SHAREHOLDER RETURN" shall mean the percentage return
received by all shareholders of the relevant company during the applicable
measurement period, including stock price appreciation and dividends, and shall
be calculated as follows:

  Ending Stock Price (1) - Beginning Stock Price (2) + Dividend Reinvestment (3)
  ------------------------------------------------------------------------------
                           Beginning Stock Price (2)

   (1)    With respect to each of the Company and each company in the Selected
          Peer Group, the average of the closing prices of its common stock for
          the 20 consecutive trading day period ending on the applicable
          January 31st (or if the applicable January 31 is not a trading date,
          the immediately preceding trading date).

   (2)    With respect to each of the Company and each company in the Selected
          Peer Group, the average of the closing prices of its common stock on
          the Registration Date and each of the four consecutive trading days
          immediately following the Registration Date.

   (3)    Assumes any dividends paid on the common stock of the Company or any
          company in the Selected Peer Group are used to purchase its common
          stock at the closing stock price on the date that such dividends are
          payable, and includes the value of such additional shares of such
          common stock (based on the Ending Stock Price for such common stock).

As used herein, "SELECTED PEER GROUP" shall mean 20 or more companies selected
by the Board of Directors of the Company (or any authorized committee thereof)
from

                                       21


among packaged food companies whose securities are registered to trade on a U.S.
national securities exchange or automated quotation system (including, but not
limited to NASDAQ) (the "PEER COMPANIES") on or as soon as practicable after the
Registration Date; provided that in no event shall any Ineligible Company be
selected to be a member of the Selected Peer Group. An "INELIGIBLE COMPANY"
shall mean any Peer Company (i) in which significant portion of its voting
securities is held by another corporate entity (other than an open-ended
investment company); (ii) has filed for protection under the Federal bankruptcy
law or any similar law, (iii) which is not organized, based and majority-owned
in the United States, (iv) is party to any agreement the consummation of which
would cause such Peer Company to cease to be publicly traded (or be described in
subclause (i) or (iii)), or (v) which has announced an intention to be sold or
cease to be publicly traded or to take actions which would cause it to be
described in subclause (i) or (iii). To the extent that any Peer Company
initially selected as part of the Selected Peer Group with respect to a
measurement period shall become an Ineligible Company prior to the end of such
period, such company shall be excluded from the Selected Peer Group for such
period. The Selected Peer Group will be reviewed annually to determine whether
any of its members shall have become Ineligible Companies.

                                       22

EX-10.26

                                                                   Exhibit 10.26


                 Amendment No. 2 to Fourth Amended and Restated
                         Receivables Purchase Agreement
                                       and
                    Reaffirmation of Performance Undertakings

                  This Amendment No. 2 to Fourth Amended and Restated
Receivables Purchase Agreement and Reaffirmation of Performance Undertakings
(this "AMENDMENT") is entered into as of June 3, 2004, among Dairy Group
Receivables, L.P. ("DAIRY I"), Dairy Group Receivables II, L.P. ("DAIRY II"),
Specialty Group Receivables, L.P. ("SPECIALTY"), Dean National Brand Group, L.P.
("NATIONAL BRAND" and together with Dairy I, Dairy II and Specialty, the
"SELLERS" and each a "SELLER"), each entity signatory hereto as a Financial
Institution (each a "FINANCIAL INSTITUTION" and collectively, the "FINANCIAL
INSTITUTIONS"), each entity signatory hereto as a Company (each a "COMPANY" and
collectively, the "COMPANIES"), Bank One, NA (Main Office Chicago), as Agent
(the "AGENT"), and Dean Foods Company, as Provider ("PROVIDER"). Capitalized
terms used herein and not otherwise defined shall have the respective meanings
set forth in the Fourth Amended and Restated Receivables Purchase Agreement,
dated as March 30, 2004, among the Sellers, the Servicers party thereto, the
Financial Institutions, the Companies and the Agent (as amended or otherwise
modified, as of the date hereof, the "RECEIVABLES PURCHASE AGREEMENT").

                                R E C I T A L S:
                                - - - - - - - -

                  The Sellers, the Financial Institutions, the Companies, the
Servicers and the Agent are parties to the Receivables Purchase Agreement.

                  In connection with the Receivables Purchase Agreement,
Provider entered into each of (i) that certain Third Amended and Restated
Performance Undertaking, dated as of March 30, 2004, by Provider in favor of
Dairy I, (ii) that certain Second Amended and Restated Performance Undertaking,
dated as of March 30, 2004, by Provider in favor of Dairy II, (iii) that certain
Specialty Performance Undertaking, dated as of November 20, 2003, by Provider in
favor of Specialty and (iv) that certain National Brand Performance Undertaking,
dated as of March 30, 2004, by Provider in favor of National Brand
(collectively, the "PERFORMANCE UNDERTAKINGS").

                  The Sellers, Companies, Financial Institutions and the Agent
desire to amend the Receivables Purchase Agreement, and Provider desires to
reaffirm its obligations under the Performance Undertakings, all as more fully
described herein.


                                  AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED
                                RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION
                                                     OF PERFORMANCE UNDERTAKINGS


                  NOW, THEREFORE, in consideration of the premises, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

                  Section 1. Amendment. Immediately upon the satisfaction of
each of the conditions precedent set forth in Section 3 of this Amendment, the
Receivables Purchase Agreement is hereby amended as follows:

                           (a) Section 7.2(d) of the Receivables Purchase
Agreement is hereby amended by adding the following new sentences to the end of
such section:

         In addition, notwithstanding this Section 7.2(d), so long as no
         Amortization Event or Potential Amortization Event exists, Dairy Group
         may sell the Subject Receivables to Northern Falls, LLC, a Michigan
         limited liability company, pursuant to the Subject Receivables Sale
         Agreement; provided that in connection with such sale the following
         representations and warranties are true: each Seller and each Servicer,
         hereby represent and warrant to the Agent and each Purchaser, as to
         itself, that, in connection with such sale, (i) no Seller made, and no
         Seller will make, representations or warranties in connection with such
         sale of Subject Receivables, (ii) both before and after giving effect
         to such sale, no Amortization Event or Potential Amortization Event
         exists, (iii) the purchaser of the Subject Receivables has no, and will
         have no, recourse to any Seller or the assets of any Seller (other than
         the Subject Receivables subject to such sale), (iv) as of the date of
         such sale, the aggregate Outstanding Balance of all Subject Receivables
         is estimated to be $275,000, which amount is subject to post-closing
         adjustment which post-closing adjustment shall be completed by August
         2, 2004 with notice regarding the outcome thereof to be provided to the
         Agent by Dairy Group by such date, (v) the aggregate purchase price for
         all Subject Receivables is estimated to be $275,000, which purchase
         price is subject to post-closing adjustment which post-closing
         adjustment shall be completed by August 2, 2004 with notice regarding
         the outcome thereof to be provided to the Agent by Dairy Group by such
         date, which purchase price constitutes reasonably equivalent value and
         fair consideration for, and reflects an arm's length sale of, such
         Subject Receivables, (vi) the Subject Receivables have not been
         selected or identified in any manner that materially adversely affects
         the Agent or any Purchaser and (vii) each Subject Receivable and all
         Collections and Related Security with respect

                                       2

                                  AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED
                                RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION
                                                     OF PERFORMANCE UNDERTAKINGS


         thereto, immediately before such sale are, and at all times after such
         sale will continue to be, readily identifiable and distinguishable from
         all other Receivables and all Collections and Related Security with
         respect thereto. Upon the sale of the Subject Receivables in accordance
         with the terms of this Section 7.2(d) and Dairy Group's receipt of the
         purchase price therefor in immediately available funds in a Collection
         Account, the Subject Receivables and the Collections and Related
         Security relating solely thereto shall be released from the security
         interest granted to the Agent for the ratable benefit of the Purchasers
         pursuant to Section 14.14(b). For the avoidance of doubt, each party
         hereto agrees that the purchase price paid upon the sale of the Subject
         Receivables shall constitute Collections hereunder and shall be applied
         in accordance with the terms hereof, including, without limitation,
         Article II.

                           (b) Exhibit I to the Receivables Purchase Agreement
is hereby amended by adding, in appropriate alphabetical order, the following
new definitions to such exhibit:

                  "Subject Receivables" means those Receivables in existence on
         June 3, 2004 which were originated by Country Fresh, LLC and which are
         identified and designated in the books and records of Country Fresh,
         LLC, as Servicer, with the related Obligors listed on Schedule H;
         provided, however, that "Subject Receivables" shall not include those
         Receivables in existence on June 3, 2004 which were originated by
         Country Fresh, LLC and which are identified and designated in the books
         and records of Country Fresh, LLC, as Servicer, with the related
         Obligor "Farmer Jack, #83342" and the invoice numbers listed on
         Schedule I.

                  "Subject Receivables Sale Agreement" means that certain Sale
         and Assignment, dated as of June 3, 2004, among Dairy Group, Country
         Fresh, LLC and Northern Falls, LLC, a Michigan limited liability
         company, in form and substance satisfactory to the Agent, in its sole
         and absolute discretion.

                           (c) The Receivables Purchase Agreement is hereby
amended by adding Annexes A and B hereto as Schedules H and I, respectively, to
the Receivables Purchase Agreement.

                                       3

                                  AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED
                                RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION
                                                     OF PERFORMANCE UNDERTAKINGS


                  Section 2. Reaffirmation of Performance Guaranty. Provider
acknowledges the amendments to the Receivables Purchase Agreement effected
hereby and reaffirms that its obligations under each of the Performance
Undertakings and each other Transaction Document to which it is a party continue
in full force and effect with respect to the Receivables Purchase Agreement.

                  Section 3. Conditions to Effectiveness of Amendment. This
Amendment shall become effective as of the date hereof upon the satisfaction of
the following conditions precedent:

                           (a) Amendment. This Amendment shall have been duly
executed and delivered by each of the parties hereto.

                           (b) Representations and Warranties. As of the date
hereof, both before and after giving effect to this Amendment, all of the
representations and warranties contained in the Receivables Purchase Agreement
and in each other Transaction Document shall be true and correct as though made
on and as of the date hereof (and by its execution hereof, each Seller shall be
deemed to have represented and warranted such).

                           (c) No Amortization Event or Potential Amortization
Event. As of the date hereof, both before and after giving effect to this
Amendment, no Amortization Event or Potential Amortization Event shall have
occurred and be continuing (and by its execution hereof, each Seller shall be
deemed to have represented and warranted such).

                           (d) Bring-Down Opinion. The Agent and each Purchaser
shall have received a bring-down opinion (in form and substance satisfactory to
the Agent and each Purchaser) from counsel for each Originator, stating that the
transactions contemplated by Section 7.2(d) of the Receivables Purchase
Agreement do not adversely affect the validity or change the "true sale" and
"substantive consolidation" opinions delivered by such counsel on March 30,
2004.

                           (e) Subject Receivables Sale Agreement. The Agent
shall have received a duly executed copy of that certain Sale and Assignment,
dated the date hereof, among Dairy Group, Country Fresh, LLC, and Northern
Falls, LLC, a Michigan limited liability company, in form and substance
satisfactory to the Agent, in its sole and absolute discretion.

                  Section 4.  Miscellaneous.

                                       4

                                  AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED
                                RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION
                                                     OF PERFORMANCE UNDERTAKINGS


                           (a) Effect; Ratification. The amendments set forth
herein are effective solely for the purposes set forth herein and shall be
limited precisely as written, and shall not be deemed to (i) be a consent to any
amendment, waiver or modification of any other term or condition of the
Receivables Purchase Agreement or of any other instrument or agreement referred
to therein; or (ii) prejudice any right or remedy which the Companies, the
Financial Institutions or the Agent may now have or may have in the future under
or in connection with the Receivables Purchase Agreement or any other instrument
or agreement referred to therein. Each reference in the Receivables Purchase
Agreement to "this Agreement," "herein," "hereof" and words of like import and
each reference in the other Transaction Documents to the "Receivables Purchase
Agreement" or to the "Purchase Agreement" or to the Receivables Purchase
Agreement shall mean the Receivables Purchase Agreement as amended hereby. This
Amendment shall be construed in connection with and as part of the Receivables
Purchase Agreement and all terms, conditions, representations, warranties,
covenants and agreements set forth in the Receivables Purchase Agreement and
each other instrument or agreement referred to therein, except as herein
amended, are hereby ratified and confirmed and shall remain in full force and
effect.

                           (b) Transaction Documents. This Amendment is a
Transaction Document executed pursuant to the Receivables Purchase Agreement and
shall be construed, administered and applied in accordance with the terms and
provisions thereof.

                           (c) Costs, Fees and Expenses. Each Seller agrees to
reimburse the Agent and the Purchasers upon demand for all costs, fees and
expenses (including the reasonable fees and expenses of counsels to the Agent
and the Purchasers) incurred in connection with the preparation, execution and
delivery of this Amendment.

                           (d) Counterparts. This Amendment may be executed in
any number of counterparts, each such counterpart constituting an original and
all of which when taken together shall constitute one and the same instrument.

                           (e) Severability. Any provision contained in this
Amendment which is held to be inoperative, unenforceable or invalid in any
jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable or
invalid without affecting the remaining provisions of this Amendment in that
jurisdiction or the operation, enforceability or validity of such provision in
any other jurisdiction.

                                       5

                                  AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED
                                RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION
                                                     OF PERFORMANCE UNDERTAKINGS


                           (f) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
ILLINOIS.

                           (g) Confirmation of Ownership and/or Security
Interest. Each Seller hereby confirms (i) the sale and assignment of Purchaser
Interests pursuant to Sections 1.1 and/or 1.2 of the Receivables Purchase
Agreement and (ii) the grant of security interest pursuant to Section 14.14(b)
of the Receivables Purchase Agreement to the Agent for the ratable benefit of
the Purchasers in all of such Seller's right, title and interest in, to and
under all Receivables, the Collections, each Lock-Box, each Collection Account,
all Related Security, all other rights and payments relating to such
Receivables, and all proceeds of any thereof.

                            (Signature Pages Follow)

                                       6

                                  AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED
                                RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION
                                                     OF PERFORMANCE UNDERTAKINGS


                  IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first written above.


                                    DAIRY GROUP RECEIVABLES, L.P.,
                                    as a Seller

                                    By:    Dairy Group Receivables GP, LLC,
                                    Its:   General Partner

                                    DAIRY GROUP RECEIVABLES II, L.P.,
                                    as a Seller

                                    By:    Dairy Group Receivables GP II, LLC,
                                    Its:   General Partner

                                    SPECIALTY GROUP RECEIVABLES, L.P.,
                                    as a Seller

                                    By:    Specialty Group Receivables GP, LLC,
                                    Its:   General Partner

                                    DEAN NATIONAL BRAND GROUP, L.P.,
                                    as a Seller

                                    By:    Dean National Brand Group GP, LLC,
                                    Its:   General Partner


                                           By:
                                              -------------------------------
                                           Name:
                                           Title:


                                  AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED
                                RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION
                                                     OF PERFORMANCE UNDERTAKINGS


                                    FALCON ASSET SECURITIZATION
                                    CORPORATION, as a Company


                                    By:
                                       -----------------------------------------
                                    Name: Sherri Gerner
                                    Title: Authorized Signer



                                    BANK ONE, NA (MAIN OFFICE CHICAGO),
                                    as a Financial Institution and as Agent


                                    By:
                                       -----------------------------------------
                                    Name: Sherri Gerner
                                    Title:  Director, Capital Markets




                                  AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED
                                RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION
                                                     OF PERFORMANCE UNDERTAKINGS


                                    ATLANTIC ASSET SECURITIZATION CORP.,
                                    as a Company


                                    By:    Calyon New York Branch (successor to
                                           Credit Lyonnais New York Branch)
                                    Its:   Attorney-In-Fact


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    CALYON NEW YORK BRANCH (successor to
                                    Credit Lyonnais New York Branch), as a
                                    Financial Institution


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:




                                  AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED
                                RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION
                                                     OF PERFORMANCE UNDERTAKINGS


                                   NIEUW AMSTERDAM RECEIVABLES CORPORATION,
                                   as a Company


                                   By:
                                     -----------------------------------------
                                   Name:
                                   Title:



                                   COOPERATIEVE CENTRALE RAIFFEISEN -
                                   BOERENLEENBANK B.A. "Rabobank International",
                                   New York Branch,
                                   as a Financial Institution


                                   By:
                                     -----------------------------------------
                                   Name:
                                   Title:


                                   By:
                                     -----------------------------------------
                                   Name:
                                   Title:





                                  AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED
                                RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION
                                                     OF PERFORMANCE UNDERTAKINGS


                                    BLUE RIDGE ASSET FUNDING CORPORATION,
                                    as a Company


                                    By:    Wachovia Capital Markets, LLC
                                    Its:   Attorney-In-Fact


                                           By:
                                              ----------------------------------
                                           Name:
                                           Title:



                                    WACHOVIA BANK, NATIONAL ASSOCIATION,
                                    as a Financial Institution


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:


                                  AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED
                                RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION
                                                     OF PERFORMANCE UNDERTAKINGS


                                    DEAN FOODS COMPANY,
                                    as Provider


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:




                                  AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED
                                RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION
                                                     OF PERFORMANCE UNDERTAKINGS


                                                                         ANNEX A

                                   SCHEDULE H

                         OBLIGORS OF SUBJECT RECEIVABLES


AMWAY GRAND PLAZA
CRYSTAL MOUNTAIN, INC.
S ABRAHAM & SONS
RWI RESOURCES
AQUA SYSTEMS, INC.
BESCO WATER TREATMENT
CLOVERTREE
DU-MOR WATER
FELPAUSCH
GREAT LAKES WHOLESALE
HJR SALES INTERNATIONAL
KEHE FOOD DISTRIBUTORS
H T HACKNEY CO.GRND RPDS
MICHIGAN WATER CONDITIONIN
PURE FACT WATER
ST. IVES / CANADIAN LAKES
DEARBORN WHOLESALE GROCERS
CASH SALES ONLY
ROBERT GROOTERSDEVELOPMEN
DRINKMORE DELIVERY
CLARK FOOD SERVICE/RWI RES
FARMER JACK
MIDWAY WHOLESALERS, INC.
MILL BROOK WATERCOMPANY
ULTIMATE FITNESSOF GRND R
CEDAR CREST
GODWIN PLUMBING
GREAT NORTH FOODS
LITESPA
MIKE MARSHALL


                                  AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED
                                RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION
                                                     OF PERFORMANCE UNDERTAKINGS



CITY OF WYOMING
RWDSU LOCAL 386
STANZ FOODSERVICE, INC
CITY OF GRAND RAPIDS
ROCKFORD CONSTRUCTION
EMPLOYEE SALES
COOLER IMAGE
MASON BROTHERS
HIGHLAND DISTTIBUTOR COMPA
U.S. FOODS SERVICE
U.S. FOODS SERVICE
QCD FOODSERVICE
U.S. FOODSERVICE
SILVER CREEK DIV- ACE COFF
KEYSTRAW LLC
ALPINE SPRINGS
CCC VENDING




                                  AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED
                                RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION
                                                     OF PERFORMANCE UNDERTAKINGS


                                                                         ANNEX B

                                   SCHEDULE I

                                 INVOICE NUMBERS


INVOICE DATE     INVOICE #          AMOUNT
- ----------------------------------------------
  10/31/03        4230386         $7,058.15
- ----------------------------------------------
  10/31/03        4230408         $6,332.35
- ----------------------------------------------
  10/31/03        4230426         $5,996.82
- ----------------------------------------------
                                 $19,387.32
==============================================

EX-10.27

                                                                   Exhibit 10.27


                 Amendment No. 3 to Fourth Amended and Restated
                         Receivables Purchase Agreement
                                       and
                    Reaffirmation of Performance Undertakings

               This Amendment No. 3 to Fourth Amended and Restated
Receivables Purchase Agreement and Reaffirmation of Performance Undertakings
(this "AMENDMENT") is entered into as of August 13, 2004, among Dairy Group
Receivables, L.P. ("DAIRY I"), Dairy Group Receivables II, L.P. ("DAIRY II"),
Specialty Group Receivables, L.P. ("SPECIALTY"), Dean National Brand Group, L.P.
("NATIONAL BRAND" and together with Dairy I, Dairy II and Specialty, the
"SELLERS" and each a "SELLER"), each entity signatory hereto as a Financial
Institution (each a "FINANCIAL INSTITUTION" and collectively, the "FINANCIAL
INSTITUTIONS"), each entity signatory hereto as a Company (each a "COMPANY" and
collectively, the "COMPANIES"), Bank One, NA (Main Office Chicago), as Agent
(the "AGENT"), and Dean Foods Company, as Provider ("PROVIDER"). Capitalized
terms used herein and not otherwise defined shall have the respective meanings
set forth in the Fourth Amended and Restated Receivables Purchase Agreement,
dated as of March 30, 2004, among the Sellers, the Servicers party thereto, the
Financial Institutions, the Companies and the Agent (as amended by Amendment No.
1 thereto, dated as of April 5, 2004, and as further amended by Amendment No. 2
thereto, dated as of June 3, 2004, the "RECEIVABLES PURCHASE AGREEMENT").

                                R E C I T A L S:

                  The Sellers, the Financial Institutions, the Companies, the
Servicers and the Agent are parties to the Receivables Purchase Agreement.

                  In connection with the Receivables Purchase Agreement,
Provider entered into each of (i) that certain Third Amended and Restated
Performance Undertaking, dated as of March 30, 2004, by Provider in favor of
Dairy I, (ii) that certain Second Amended and Restated Performance Undertaking,
dated as of March 30, 2004, by Provider in favor of Dairy II, (iii) that certain
Specialty Performance Undertaking, dated as of November 20, 2003, by Provider in
favor of Specialty and (iv) that certain National Brand Performance Undertaking,
dated as of March 30, 2004, by Provider in favor of National Brand
(collectively, the "PERFORMANCE UNDERTAKINGS").

                  The Sellers, Companies, Financial Institutions and the Agent
desire to amend the Receivables Purchase Agreement, and Provider desires to
reaffirm its obligations under the Performance Undertakings, all as more fully
described herein.

                                  AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED
                                RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION
                                                     OF PERFORMANCE UNDERTAKINGS


                  NOW, THEREFORE, in consideration of the premises, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

                  Section 1. Amendment. Immediately upon the satisfaction of
each of the conditions precedent set forth in Section 3 of this Amendment,
Exhibit I to the Receivables Purchase Agreement is hereby amended by amending
and restating, in their entirety, the definitions of "Applicable Percentage",
"Dean Credit Agreement" and "Intercreditor Agreement" where each such definition
appears therein to read as follows:

                  "Applicable Percentage" means, as of any date of
         determination, the Applicable Percentage, under and as defined in the
         Dean Credit Agreement (as in effect from time to time notwithstanding
         any language to the contrary contained in the definition of "Dean
         Credit Agreement"), applicable to Revolving-1 Loans, under and as
         defined in the Dean Credit Agreement (as in effect from time to time
         notwithstanding any language to the contrary contained in the
         definition of "Dean Credit Agreement"), which are LIBOR Rate Loans,
         under and as defined in the Dean Credit Agreement (as in effect from
         time to time notwithstanding any language to the contrary contained in
         the definition of "Dean Credit Agreement"); provided, that, as of any
         date of determination that the Dean Credit Agreement is not in effect
         (whether by reason of termination or otherwise), the Applicable
         Percentage hereunder shall be the Applicable Percentage under and as
         defined in the Dean Credit Agreement as in effect immediately prior to
         such ineffectiveness (notwithstanding any language to the contrary
         contained in the definition of "Dean Credit Agreement"), applicable to
         Revolving-1 Loans, under and as defined in the Dean Credit Agreement as
         in effect immediately prior to such ineffectiveness (notwithstanding
         any language to the contrary contained in the definition of "Dean
         Credit Agreement"), which are LIBOR Rate Loans, under and as defined in
         the Dean Credit Agreement as in effect immediately prior to such
         ineffectiveness (notwithstanding any language to the contrary contained
         in the definition of "Dean Credit Agreement").

                  "Dean Credit Agreement" means that certain Amended and
         Restated Credit Agreement, dated as of August 13, 2004, by and among
         Provider, certain Subsidiaries of Provider, the financial institutions
         party thereto as lenders, Bank One, NA, as syndication agent, Bank of
         America, N.A., Harris Trust and

                                       2

                                  AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED
                                RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION
                                                     OF PERFORMANCE UNDERTAKINGS



         Savings Bank and SunTrust Bank, as documentation agents, and Wachovia
         Bank, National Association, as administrative agent, without giving
         effect to any amendment or other modification thereof.

                  "Intercreditor Agreement" means the Fourth Amended and
         Restated Intercreditor Agreement, dated as of August 13, 2004, by and
         between the Agent and Wachovia Bank, National Association, as
         administrative agent under the Dean Credit Agreement, as amended,
         restated, supplemented or otherwise modified from time to time.

                  Section 2. Reaffirmation of Performance Guaranty. Provider
acknowledges the amendments to the Receivables Purchase Agreement effected
hereby and reaffirms that its obligations under each of the Performance
Undertakings and each other Transaction Document to which it is a party continue
in full force and effect with respect to the Receivables Purchase Agreement.

                  Section 3. Conditions to Effectiveness of Amendment. This
Amendment shall become effective as of the date hereof upon the satisfaction of
the following conditions precedent:

                           (a)  Amendment.  This Amendment shall have been duly
executed and delivered by each of the parties hereto.

                           (b)  Representations and Warranties.  As of the date
hereof, both before and after giving effect to this Amendment, all of the
representations and warranties contained in the Receivables Purchase Agreement
and in each other Transaction Document shall be true and correct as though made
on and as of the date hereof (and by its execution hereof, each Seller shall be
deemed to have represented and warranted such).

                           (c)  No Amortization Event or Potential Amortization
Event. As of the date hereof, both before and after giving effect to this
Amendment, no Amortization Event or Potential Amortization Event shall have
occurred and be continuing (and by its execution hereof, each Seller shall be
deemed to have represented and warranted such).

                           (d)  Intercreditor Agreement.  The Agent shall have
received a duly executed copy of that certain Fourth Amended and Restated
Intercreditor Agreement, dated as

                                       3

                                  AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED
                                RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION
                                                     OF PERFORMANCE UNDERTAKINGS


of the date hereof, by and between the Agent and Wachovia Bank, National
Association, in form and substance satisfactory to the Agent, in its sole and
absolute discretion.

                           (e)  Amendment Fees.  Each of the Purchasers shall
have received a non-refundable, fully-earned amendment fee equal to $10,000 in
immediately available funds; provided that, with respect to the Purchaser for
which Bank One, NA (Main Office Chicago) is the Financial Institution, such fee
shall have been received by J.P. Morgan Securities, Inc.

                  Section 4.  Miscellaneous.

                           (a)  Effect; Ratification.  The amendments set forth
herein are effective solely for the purposes set forth herein and shall be
limited precisely as written, and shall not be deemed to (i) be a consent to any
amendment, waiver or modification of any other term or condition of the
Receivables Purchase Agreement or of any other instrument or agreement referred
to therein; or (ii) prejudice any right or remedy which the Companies, the
Financial Institutions or the Agent may now have or may have in the future under
or in connection with the Receivables Purchase Agreement or any other instrument
or agreement referred to therein. Each reference in the Receivables Purchase
Agreement to "this Agreement," "herein," "hereof" and words of like import and
each reference in the other Transaction Documents to the "Receivables Purchase
Agreement" or to the "Purchase Agreement" or to the Receivables Purchase
Agreement shall mean the Receivables Purchase Agreement as amended hereby. This
Amendment shall be construed in connection with and as part of the Receivables
Purchase Agreement and all terms, conditions, representations, warranties,
covenants and agreements set forth in the Receivables Purchase Agreement and
each other instrument or agreement referred to therein, except as herein
amended, are hereby ratified and confirmed and shall remain in full force and
effect.

                           (b)  Transaction Documents.  This Amendment is a
Transaction Document executed pursuant to the Receivables Purchase Agreement and
shall be construed, administered and applied in accordance with the terms and
provisions thereof.

                           (c)  Costs, Fees and Expenses.  Each Seller agrees to
reimburse the Agent and the Purchasers upon demand for all costs, fees and
expenses (including the reasonable fees and expenses of counsels to the Agent
and the Purchasers) incurred in connection with the preparation, execution and
delivery of this Amendment.

                           (d)  Counterparts.  This Amendment may be executed in
any number of counterparts, each such counterpart constituting an original and
all of which when taken together shall constitute one and the same instrument.

                                       4

                                  AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED
                                RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION
                                                     OF PERFORMANCE UNDERTAKINGS


                           (e)  Severability.  Any provision contained in this
Amendment which is held to be inoperative, unenforceable or invalid in any
jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable or
invalid without affecting the remaining provisions of this Amendment in that
jurisdiction or the operation, enforceability or validity of such provision in
any other jurisdiction.

                           (f)  GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
ILLINOIS.

                           (g)  Confirmation of Ownership and/or Security
Interest. Each Seller hereby confirms (i) the sale and assignment of Purchaser
Interests pursuant to Sections 1.1 and/or 1.2 of the Receivables Purchase
Agreement and (ii) the grant of security interest pursuant to Section 14.14(b)
of the Receivables Purchase Agreement to the Agent for the ratable benefit of
the Purchasers in all of such Seller's right, title and interest in, to and
under all Receivables, the Collections, each Lock-Box, each Collection Account,
all Related Security, all other rights and payments relating to such
Receivables, and all proceeds of any thereof.

                            (Signature Pages Follow)




                                       5

                                  AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED
                                RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION
                                                     OF PERFORMANCE UNDERTAKINGS


                  IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first written above.

                                    DAIRY GROUP RECEIVABLES, L.P.,
                                    as a Seller

                                    By:    Dairy Group Receivables GP, LLC,
                                    Its:   General Partner

                                    DAIRY GROUP RECEIVABLES II, L.P.,
                                    as a Seller

                                    By:    Dairy Group Receivables GP II, LLC,
                                    Its:   General Partner

                                    SPECIALTY GROUP RECEIVABLES, L.P.,
                                    as a Seller

                                    By:    Specialty Group Receivables GP, LLC,
                                    Its:   General Partner

                                    DEAN NATIONAL BRAND GROUP, L.P.,
                                    as a Seller

                                    By:    Dean National Brand Group GP, LLC,
                                    Its:   General Partner


                                           By:
                                               ---------------------------------
                                           Name:
                                           Title:







                                  AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED
                                RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION
                                                     OF PERFORMANCE UNDERTAKINGS


                                    FALCON ASSET SECURITIZATION
                                    CORPORATION, as a Company

                                    By:
                                        ----------------------------------------
                                    Name: Sherri Gerner
                                    Title: Authorized Signer

                                    BANK ONE, NA (MAIN OFFICE CHICAGO),
                                    as a Financial Institution and as Agent


                                    By:
                                        ----------------------------------------
                                    Name:  Sherri Gerner
                                    Title: Vice President



                                  AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED
                                RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION
                                                     OF PERFORMANCE UNDERTAKINGS


                                    ATLANTIC ASSET SECURITIZATION CORP.,
                                    as a Company

                                    By:    Calyon New York Branch (successor to
                                           Credit Lyonnais New York Branch)
                                    Its:   Attorney-In-Fact

                                    By:
                                        ----------------------------------------
                                    Name:
                                    Title:



                                    CALYON NEW YORK BRANCH (successor to
                                    Credit Lyonnais New York Branch), as a
                                    Financial Institution

                                    By:
                                        ----------------------------------------
                                    Name:
                                    Title:






                                  AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED
                                RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION
                                                     OF PERFORMANCE UNDERTAKINGS


                                   NIEUW AMSTERDAM RECEIVABLES CORPORATION,
                                   as a Company

                                   By:
                                       ----------------------------------------
                                   Name:
                                   Title:



                                   COOPERATIEVE CENTRALE RAIFFEISEN -
                                   BOERENLEENBANK B.A. "Rabobank International",
                                   New York Branch,
                                   as a Financial Institution

                                   By:
                                       ----------------------------------------
                                   Name:
                                   Title:


                                   By:
                                       ----------------------------------------
                                   Name:
                                   Title:












                                  AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED
                                RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION
                                                     OF PERFORMANCE UNDERTAKINGS


                                    BLUE RIDGE ASSET FUNDING CORPORATION,
                                    as a Company

                                    By:    Wachovia Capital Markets, LLC
                                    Its:   Attorney-In-Fact

                                    By:
                                        ----------------------------------------
                                    Name:
                                    Title:



                                    WACHOVIA BANK, NATIONAL ASSOCIATION,
                                    as a Financial Institution

                                    By:
                                        ----------------------------------------
                                    Name:
                                    Title:

                                  AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED
                                RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION
                                                     OF PERFORMANCE UNDERTAKINGS


                                    DEAN FOODS COMPANY,
                                    as Provider

                                    By:
                                        ----------------------------------------
                                    Name:
                                    Title:

EX-10.30

                                                                   EXHIBIT 10.30

                             STOCKHOLDERS AGREEMENT

                      DEAN SPECIALITY FOODS HOLDINGS, INC.

                          Dated as of January 27, 2005



                                Table of Contents



                                                                                                             Page
                                                                                                          
1.       Stock Acquisitions.............................................................................      1

2.       Board of Directors; Management Structure.......................................................      1
         2.1      Board of Directors....................................................................      1
         2.2      Management Structure..................................................................      2

3.       Assets and Liabilities of the Company..........................................................      3

4.       Spin-Off from Dean.............................................................................      4
         4.1      In General............................................................................      4
         4.2      Conditions Precedent..................................................................      5
         4.3      Certain Covenants and Acknowledgements Relating to the Spin Off.......................      6
         4.4      Alternative Proposals.................................................................      7

5.       Fees and Expenses..............................................................................      8

6.       Restrictions on Transfer of Common Stock.......................................................      9
         6.1      In General............................................................................      9
         6.2      Estate Planning Transfers.............................................................      9

7.       Purchase by Dean from the TreeHouse Investors ("Dean Call Right")..............................     10
         7.1      Right to Purchase.....................................................................     10
         7.2      Notice................................................................................     10
         7.3      Payment...............................................................................     11

8.       Sale by TreeHouse Investors to Dean ("TreeHouse Investors Put Right")..........................     11
         8.1      Right to Sell.........................................................................     11
         8.2      Notice................................................................................     11
         8.3      Payment...............................................................................     11
         8.4      Right to Sell in the Event of Death or Disability.....................................     11

9.       Sales to Third Parties.........................................................................     12
         9.1      Sales by TreeHouse Investors..........................................................     12
         9.2      Involuntary Transfers.................................................................     12

10.      Stock Certificate Legend.......................................................................     13

11.      Covenants; Representations and Warranties......................................................     14
         11.1     New TreeHouse Investors...............................................................     14
         11.2     No Other Arrangements or Agreements...................................................     14
         11.3     Additional Representations and Warranties.............................................     14

12.      Amendment and Modification.....................................................................     15


                                       i


                               Table of Contents
                               -----------------
                                  (continued)



                                                                                                               Page
                                                                                                            
13.      Parties........................................................................................        15
         13.1     Assignment Generally..................................................................        15
         13.2     Termination...........................................................................        15
         13.3     Agreements to Be Bound................................................................        16

14.      Recapitalizations, Exchanges, etc..............................................................        16

15.      No Third Party Beneficiaries...................................................................        16

16.      Further Assurances.............................................................................        17

17.      Governing Law..................................................................................        17

18.      Invalidity of Provision........................................................................        17

19.      Waiver.........................................................................................        17

20.      Notices........................................................................................        17

21.      Headings.......................................................................................        18

22.      Counterparts...................................................................................        18

23.      Entire Agreement...............................................................................        18

24.      Injunctive Relief..............................................................................        19

25.      Defined Terms..................................................................................        19



                                       ii


                             STOCKHOLDERS AGREEMENT

            STOCKHOLDERS AGREEMENT, dated as of January 27, 2005 (this
"AGREEMENT"), among Dean Specialty Foods Holdings, Inc., a Delaware corporation
(the "COMPANY"), Dean Foods Company, a Delaware corporation ("DEAN"), Sam K.
Reed, David B. Vermylen, E. Nichol McCully, Thomas E. O'Neill, and Harry J.
Walsh (collectively, the "INITIAL TREEHOUSE MANAGEMENT"), and each other person
or entity who becomes a party to this Agreement (together with the Initial
TreeHouse Management, the "TREEHOUSE INVESTORS" and the TreeHouse Investors,
together with Dean, the "STOCKHOLDERS"). Capitalized terms used herein without
definition are defined in Section 25.

            The parties hereto agree as follows:

            1. Stock Acquisitions. Simultaneously with the execution of this
Agreement, each of the TreeHouse Investors is entering into a stock subscription
agreement with the Company (collectively, the "SUBSCRIPTION AGREEMENTS") to
purchase shares of common stock, par value $.01 per share, of the Company
("COMMON STOCK") having a value of $10.0 million in the aggregate for all
TreeHouse Investors. The purchase price per share for such Common Stock shall be
set forth in the Subscription Agreements. Such purchase price has been
determined based on the value of the Company taking into account the
contributions of assets to be made by Dean as set forth in Section 3 below (but
such purchase price and value are subject to adjustment as provided in Section
4.3(b)). As a condition to the closing of the purchase contemplated by the
Subscription Agreements, each such TreeHouse Investor must become a party to
this Agreement. Except as provided for in the Subscription Agreements, and as
may occur pursuant to a stock dividend, stock split, recapitalization or other
similar corporate transaction affected on a pro-rata basis so that the
percentage of the Common Stock held by each stockholder immediately prior
thereto is not affected, the Company shall issue no additional shares of Common
Stock prior to the earlier to occur of (i) the date the registration statement
or statements relating to the Spin-Off shall have become effective and trading
of Common Stock on a registered national securities exchange or automated
quotation system (including, but not limited to, NASDAQ) shall have commenced
(such date, the "REGISTRATION DATE") and (ii) the date that no TreeHouse
Investor holds any shares of Common Stock by reason of the exercise of the
rights set forth in either Section 7 or Section 8.

            2. Board of Directors; Management Structure.

            2.1 Board of Directors. Each Stockholder shall vote all of his, her
or its shares of Common Stock and any other voting securities of the Company
over which such Stockholder has voting control, and shall take all other
necessary or desirable

                                        1


actions within such Stockholder's control (whether in such Stockholder's
capacity as a stockholder, director, member of a board committee or officer of
the Company or otherwise, and including, without limitation, attendance at
meetings in person or by proxy for purposes of obtaining a quorum, execution of
written consents in lieu of meetings and approval of amendments and/or
restatements of the Company's certificate of incorporation or by-laws), and the
Company shall take all necessary and desirable actions within its control
(including, without limitation, calling special board, committee, stockholder
meetings and approval of amendments and/or restatements of the Company's
certificate of incorporation or by-laws), so that, at the date of distribution
of the Common Stock to the stockholders of Dean in connection with the Spin-Off
(the "DISTRIBUTION DATE"):

            (a) the Board of Directors of the Company (the "BOARD") shall
consist of 7 members;

            (b) Sam K. Reed shall be a member of the Board and shall serve as
the Board's Chairman;

            (c) Dean's Chief Executive Officer in office at such date shall be a
member of the Board;

            (d) five individuals mutually recommended and nominated by the Dean
Representative and the TreeHouse Representative shall be elected to the Board,
subject to the approval of the Board of Directors of Dean (the "DEAN BOARD"), in
its sole discretion, provided that three of the five individuals shall not be
affiliated in any way with Dean or any of the TreeHouse Investors or any of
their affiliates, shall have experience and expertise that qualifies such person
to serve on the Board and shall satisfy any and all applicable independence
requirements for persons who would serve as members of the Company's audit or
compensation committees of the Board;

            (e) the composition of the board of directors of each of the
Company's subsidiaries (a "SUBSIDIARY BOARD") shall be determined by the Board;
and

            (f) any committees of the Board or a Subsidiary Board shall be
established by (or, in the case of a Subsidiary Board, with the approval of the
Board) the Board, provided that (i) the initial membership of any such
committees shall be proposed by the TreeHouse Representative after consulting
with the Dean Representative and (ii) such committees shall be operated in
accordance with the by-laws of the applicable company and applicable law.

            2.2 Management Structure. The Company shall have the following
officers: Chief Executive Officer, President & Chief Operating Officer, Chief
Financial Officer, General Counsel & Chief Administrative Officer, and Senior
Vice President of

                                        2


Operations. Each of these offices shall be filled by the Board, provided that
the person to whom such position is assigned in his or her employment agreement
with the Company, dated as of the date hereof (each, an "EMPLOYMENT AGREEMENT"),
shall serve in such office in accordance with the terms of such Employment
Agreement.

            3. Assets and Liabilities of the Company.

            (a) Transfer of Specialty Businesses. Immediately prior to the
Distribution Date, the assets of the Company shall consist, directly or
indirectly, of Dean's right, title and interest in and to all properties, assets
and rights of every nature, kind and description, tangible and intangible
(including goodwill), whether real, personal or mixed, whether accrued,
contingent or otherwise that primarily relate to, or are primarily held for use
in connection with, the Specialty, Mocha Mix, food service dressings, and Second
Nature businesses of Dean (collectively, the "SPECIALTY BUSINESSES"), including,
but not limited to, working capital assets (but excluding cash), fixed assets,
intangible assets, capital leases, and other long-term assets, but excluding the
trade names Dean, Carb Conquest, and Fieldcrest (and any derivatives of any such
trade name) and associated logos. The liabilities of the Company shall consist
of those liabilities and obligations incurred in connection with the Specialty
Businesses, including, but not limited to, the fees and expenses specified in
Section 5, any tax liability referenced in Section 4.2(a) or in the tax matters
agreement to be entered into by Dean, the Company and their affiliates, working
capital liabilities, pension and other post-retirement benefit obligations, and
other employee benefit liabilities, long-term liabilities, and off balance sheet
commitments and contingencies, provided that any such liabilities and
obligations shall not consist of any indebtedness for borrowed money (other than
capital leases) to, or any guarantees for any such indebtedness of, Dean, any of
its affiliates (other than the Company) or any third party. Dean covenants that
it shall take all actions reasonably necessary so that the assets of the Company
immediately prior to the Distribution Date shall comprise all assets, properties
and rights required for the Company to conduct the Specialty Businesses on and
after the Distribution Date in all material respects in the manner in which such
Specialty Businesses had been conducted immediately prior to the Distribution
Date.

            (b) Employment Agreements. Notwithstanding anything herein or
therein to the contrary, Dean guarantees the performance of the Company's
obligations arising prior to the Registration Date with respect to each
Employment Agreement between the Company and any member of the Initial TreeHouse
Management, including, without limitation, payment of any compensation or
severance or other termination benefits payable thereunder, provided, however,
that the Company shall not amend any such employment agreement to increase the
amounts payable thereunder in any material respect without Dean's consent.

                                        3


            4. Spin-Off from Dean.

            4.1 In General. Subject to Section 4.2, from and after the date
hereof, the Company and the Stockholders shall use their reasonable commercial
effects to consummate the Spin-Off. Such efforts shall include, but not be
limited to:

            (a) IRS Ruling. Dean shall use its commercially reasonable efforts
to obtain a private letter ruling (the "PRIVATE LETTER RULING") from the
Internal Revenue Service to the effect that (i) the transfer by Dean to the
Company of the assets of the Specialty Businesses, and the Company's assumption
of the liabilities held by Dean related to the Specialty Businesses, followed by
the distribution of Common Stock in connection with the Spin-Off to the
stockholders of Dean, will qualify as a reorganization under Sections
368(a)(1)(D) and 355 of the Internal Revenue Code of 1986, as amended (the
"CODE"); (ii) no gain or loss will be recognized for U.S. federal income tax
purposes by Dean on its transfer of the assets relating to the Specialty
Businesses to the Company; (iii) no gain or loss will be recognized for U.S.
federal income tax purposes by the Company on its receipt of the assets relating
to the Specialty Businesses from Dean, and (iv) no gain or loss will be
recognized for U.S. federal income tax purposes by (and no amount will otherwise
be included in the income of) the stockholders of Dean upon their receipt of
Common Stock pursuant to the Spin-Off;

            (b) Registration Statement. The Company and the Stockholders shall
use their commercially reasonable efforts to file a registration statement on
Form 10 or on such other forms as may be required or appropriate under the
applicable Federal securities laws to register the Common Stock to be
distributed in connection with the Spin-Off pursuant to the Securities Exchange
Act of 1934, as amended (the "EXCHANGE ACT"), and/or to register the
distribution of the Common Stock pursuant to the Securities Act of 1933, as
amended (the "SECURITIES ACT"), as applicable (any such registration statements
or forms, collectively, the "REGISTRATION STATEMENTS"), and such amendments or
supplements thereto as may be necessary in order to cause the Registration
Statements to become and remain effective as required by law or the Securities
and Exchange Commission (the "COMMISSION"). The Company and the Stockholders
shall also cooperate in preparing, filing with the Commission and causing to
become effective registration statements or amendments thereof under either the
Securities Act or the Exchange Act that are required to reflect the
establishment of, amendments to, any employee benefit and other plans necessary
or appropriate in connection with the Spin-Off;

            (c) Blue Sky. The Company and the Stockholders shall use their
commercially reasonable efforts to take all such actions as may be necessary or
appropriate to register or qualify the Common Stock or other securities of the
Company under the state securities or blue sky laws of the United States (and
any comparable laws under any foreign jurisdiction) in connection with the
Spin-Off; and

                                        4


            (d) Stock Exchange/NASDAQ Listing. The Company and the Stockholders
shall use their commercially reasonable efforts to prepare, file and to make
effective, an application for listing of the Common Stock that will be
distributed in connection with the Spin-Off on a registered national securities
exchange or automated quotation system (including, but not limited to, NASDAQ),
subject to official notice of issuance.

            4.2 Conditions Precedent. The obligations of the Company and the
Stockholders to use their commercially reasonable efforts to consummate any
Spin-Off shall be conditioned on the satisfaction of the following conditions
(such conditions are for the sole benefit of Dean and shall not give rise to or
create any duty on the part of Dean or the Dean Board to waive or not to waive
such conditions):

            (a) IRS Ruling. Dean shall have obtained the Private Letter Ruling
from the Internal Revenue Service in form and substance reasonably satisfactory
to Dean, and such ruling shall remain in effect as of the effective date of the
Spin-Off, and neither Dean nor any of its affiliates shall be required to
recognize gain or income by reason of any transactions (including, without
limitation, any intercompany transactions) effectuated in connection with the
Spin-Off; provided, however, if the Private Letter Ruling is obtained, but Dean
or any of its affiliates is required to recognize gain or income by reason of
any transactions effectuated in connection with the Spin-Off, Dean (i) shall
waive this condition if such recognition of gain or income is less than or equal
to $20 million, and (ii) may waive this condition if such recognition of gain or
income is greater than $20 million, and, in each such case, the Company shall
reimburse Dean for any taxes incurred (subject to a maximum reimbursement of $20
million) as a result of the recognition of such gain or income, in which case,
the adjustment provisions of Section 4.3(b) shall apply.

            (b) Governmental Approvals. Any material governmental approvals and
consents necessary to consummate the Spin-Off shall have been obtained and be in
full force and effect;

            (c) Stock Exchange/NASDAQ Listing. The Common Stock to be
distributed in connection with the Spin-Off shall have been accepted for listing
on a registered national securities exchange or automated quotation system
(including, but not limited to, NASDAQ), on official notice of issuance;

            (d) No Legal Restraints. No order, injunction or decree issued by
any court or agency of competent jurisdiction or other legal restraint or
prohibition preventing the consummation of the Spin-Off shall be in effect and
no other event outside the control of Dean shall have occurred or failed to
occur that prevents the consummation of the Spin-Off;

                                        5


            (e) No Material Adverse Effect. No other event or developments shall
have occurred that, in the judgment of the Dean Board, would result in the
Spin-Off having a material adverse effect on Dean or on the stockholders of
Dean;

            (f) Opinions. Dean or the Company, as the case may be, shall have
received any and all legal opinions, in a form reasonably satisfactory to the
Board of Directors of the applicable entity, as such Board of Directors shall
determine in good faith to be reasonably necessary for it to authorize the
consummation of the Spin-Off; and

            (g) Other Actions. Such other reasonable and customary actions as
Dean shall determine to be reasonably necessary in order to assure the
successful completion of the Spin-Off shall have been taken.

            4.3 Certain Covenants and Acknowledgements Relating to the Spin Off.

            (a) In General. From and after the date hereof, Dean and the
TreeHouse Investors agree to act in good faith and diligently to pursue the
Spin-Off. Notwithstanding anything to the contrary contained in this Agreement,
the Company and the Stockholders acknowledge and agree that Dean shall, in
consultation with the Tree House Representative, determine the date of the
Spin-Off and all terms of the Spin-Off, including, but not limited to, the form,
structure and terms of any transaction or transactions and/or distribution or
distributions to effect the Spin-Off, and the time of and conditions to the
consummation of the Spin-Off. In addition, Dean may, in consultation with the
TreeHouse Investors, at any time and from time to time before the Spin-Off
modify or change the terms of the Spin-Off, including, but not limited to, by
accelerating or delaying the timing of all or part of the Spin-Off. Dean shall
select any investment banker or bankers and manager or managers whose services
may be required or advantageous in connection with the Spin-Off, as well as any
financial printer, solicitation and/or exchange agent and outside counsel for
Dean and the Company.

            (b) Adjustment Provisions. In the event that the Company is required
to reimburse Dean for any taxes incurred by Dean as contemplated by Section
4.2(a) (the amount so reimbursed hereafter called the "TAX REIMBURSEMENT
AMOUNT"), the Company will issue the TreeHouse Investors that number of
additional shares of Common Stock equal to the excess of (i) the Required Common
Stock Outstanding over (ii) the Current Common Stock Outstanding. "REQUIRED
COMMON STOCK OUTSTANDING" shall mean the number of shares of Common Stock equal
to the quotient of (i) the Dean Owned Shares divided by (ii) the excess of (A)
one over (B) the quotient of (x) $10 million divided by (y) the Revised
Valuation. "DEAN OWNED SHARES" shall mean the number of shares of Common Stock
owned by Dean immediately prior to any adjustment pursuant to this Section
4.3(b). "REVISED VALUATION" shall mean the excess of (i) $600 million over (ii)
the product of (A) .4464 and (B) the Tax Reimbursement Amount.

                                        6


"CURRENT COMMON STOCK OUTSTANDING" shall mean the total number of shares of the
Company's Common Stock outstanding immediately prior to any adjustment pursuant
to this Section 4.3(b).

            (c) Certain Dean Options. If the current Chief Executive Officer of
Dean is a director of the Company at the time specified in Section 2.1, then, in
connection with the Spin-Off, Dean shall adjust such officer's vested options to
purchase shares of Dean common stock (the "DEAN OPTIONS"), such that, following
the Spin-Off, the Dean Options shall be converted into the right to purchase
shares of Dean common stock and Common Stock in the same proportions as would
have applied had such officer held the shares of common stock of Dean issuable
upon exercise of the Dean Options on the relevant record date with respect to
the Spin-Off. The exercise price of the options to purchase shares of Dean
common stock and Common Stock following such adjustment shall be determined
using the principles set forth in section 424 of the Code, subject to adjustment
as is necessary to avoid accruing any compensation expense to the Company or
Dean under U.S. Generally Accepted Accounting Principles. The adjustment to the
Dean Options shall take place as soon as reasonably practicable following the
Registration Date, but in no event more than 30 days after such Registration
Date.

            4.4 Alternative Proposals.

            (a) In General. In the event that, prior to the Registration Date,
the Dean Board determines not to proceed with the Spin-Off due to its receipt of
an alternative proposal from an unrelated third party for (i) the acquisition by
such party through one transaction or a series of transactions of (A) more than
50% of the combined voting power of the then outstanding voting securities of
the Company, or (B) all or substantially all of the assets of the Company, (ii)
the merger or consolidation of the Company (including, but not limited to, by
means of a "reverse Morris trust transaction") as a result of which Dean does
not, immediately thereafter, own, directly or indirectly, more than 50% of the
combined voting power entitled to vote generally in the election of directors of
the merged or consolidated company, or (iii) the acquisition by such party
through one transaction or a series of transactions of (A) more than 50% of the
combined voting power of the then outstanding voting securities of Dean, or (B)
all or substantially all of the assets of Dean (each, an "ALTERNATIVE
PROPOSAL"), then, upon and subject to consummation of the transaction described
in the Alternative Proposal, Dean shall pay the TreeHouse Investors, in the
aggregate, a cash fee equal to 1% of the Total Enterprise Value (as determined
pursuant to Section 4.4(c) below). In the event that such fee becomes payable,
the TreeHouse Representative shall inform Dean to whom such fee shall be paid,
and in what amounts, at least 5 business days before the consummation of the
transaction described in the Alternative Proposal.

            (b) Conditions to Payment. Notwithstanding Section 4.4(a), no fee
shall become payable (or be paid) to the TreeHouse Investors unless the
TreeHouse

                                        7


Management (i) continue to manage the Company until the earlier of (A) the
consummation of the transaction described in the Alternative Proposal and (B) 9
months from the publication of the press release announcing such transaction,
and (ii) shall have assisted, to the extent reasonably requested by Dean, in
Dean's efforts to consummate such transaction.

            (c) Determination of Enterprise Value. If the Alternative Proposal
relates to a sale of the stock of the Company or substantially all the assets of
the Company, the Total Enterprise Value will be determined based on the value of
the consideration received (including any debt assumed, other than trade debt
incurred in the ordinary course of business, which shall be net of any cash and
cash equivalents) in connection with such sale. If the Alternative Proposal
relates to the acquisition of Dean stock or assets, the determination of the
Total Enterprise Value shall be $600 million (or, if any adjustment is made
pursuant to Section 4.3(b), the amount of the Revised Valuation).

            (d) Certain Covenants Relating to Alternative Proposals. Each of the
Stockholder Representatives agree to give the other Stockholders Representative
written initial notice within 3 business days after becoming aware of any
written or oral expression of interest or offer for all or any portion of the
stock or assets of the Company or the Specialty Businesses. Such notice shall
specify in reasonable detail such expression of interest or offer. In addition,
following the delivery of any such notice by either Stockholder Representative,
Dean and the TreeHouse Investors shall communicate with the other (through their
respective Stockholder Representative) as to the status and progress with
respect to such possible transaction regarding the sale of the Common Stock or
the assets of the Company, such that each such Stockholder Representative is
kept promptly and continuously informed of all relevant developments in this
regard. Dean agrees that it shall also notify such unrelated third party,
promptly following delivery of the initial notice by either Stockholder
Representative, that the TreeHouse Management shall not be available to manage
the Company after the consummation of any transaction with such unrelated third
party. Dean further agrees that it shall not pursue any transaction or enter
into any agreement that involves any form of contingency or otherwise directly
or indirectly contemplates that any member of TreeHouse Management will
negotiate with or be employed by such unrelated third party after the
consummation of any transaction with such unrelated third party.

            5. Fees and Expenses. The Company shall reimburse the TreeHouse
Management for their reasonable professional costs and out-of-pocket travel
costs associated with drafting, negotiating and implementing this Agreement and
the Employment Agreements, and any other arrangements between the Company and
the TreeHouse Investors referenced therein, within 30 days following the
submission of evidence, reasonably satisfactory to the Company, of the
incurrence and purpose of each such expense, provided that, unless and until the
Registration Date occurs, the amount of

                                        8


expenses subject to reimbursement shall not exceed $200,000. If the Registration
Date occurs, up to $12.5 million of the fees and expenses incurred by Dean and
the Company in connection with (i) drafting, negotiating and implementing this
Agreement and the Employment Agreements, and any other arrangements between the
Company and the TreeHouse Investors referenced therein, and (ii) planning,
analysis and execution of the Spin-Off shall be borne by the Company.

            6. Restrictions on Transfer of Common Stock.

            6.1 In General.

            (a) TreeHouse Investors. Until the third anniversary of the date of
this Agreement, no shares of Common Stock acquired pursuant to Subscription
Agreements or any shares of Common Stock or other securities of the Company
received in respect of such shares of Common Stock (the "RESTRICTED SHARES") may
be, directly or indirectly, sold, assigned, mortgaged, transferred, pledged,
hypothecated or otherwise disposed of (each, a "TRANSFER"), provided that shares
of Common Stock may be Transferred before the expiration of such period (i)
pursuant to Section 6.2 ("ESTATE PLANNING TRANSFERS") or, in the case of such
TreeHouse Investor's death, by will or by the laws of intestate succession, to
executors, administrators, testamentary trustees, legatees or beneficiaries,
provided that the transferee becomes a party to this Agreement in accordance
with Section 13.3, (ii) pursuant to Section 7 ("DEAN CALL RIGHT"), (iii)
pursuant to Section 8 ("TREEHOUSE INVESTORS PUT RIGHT"), (iv) in accordance with
Section 9.2 or (v) to the Company in consideration of the payment of the
exercise price of any stock options held by such TreeHouse Investor related to
the Common Stock or of the taxes required to be withheld upon the exercise of
any such stock options, so long as such TreeHouse Investor agrees that the
restrictions contained in this Section 6.1(a) shall thereafter continue to apply
to that number of shares of Common Stock received upon exercise of such stock
options as is equal to the number of shares so surrendered.

            (b) Dean. Except for any transfer (i) to one or more of its direct
or indirect wholly-owned subsidiaries, (ii) to its stockholders in connection
with the Spin-Off or (iii) pursuant to an Alternative Proposal, Dean agrees that
during the pendency of this Agreement, it shall not Transfer any of the shares
of Common Stock it holds.

            6.2 Estate Planning Transfers. Shares of Common Stock held by a
TreeHouse Investor who is an individual may be Transferred for estate-planning
purposes to (a) a trust under which the distribution of the shares of Common
Stock may be made only to beneficiaries who are such TreeHouse Investor, his or
her spouse, his or her parents, members of his or her immediate family or his or
her lineal descendants, (b) a charitable remainder trust, the income from which
will be paid to such TreeHouse Investor during his or her life, (c) a
corporation, the stockholders of which are only such TreeHouse Investor, his or
her spouse, his or her parents, members of his or her

                                        9


immediate family or his or her lineal descendants or (d) a partnership or
limited liability company, the partners or members of which are only such
TreeHouse Investor, his or her spouse, his or her parents, members of his or her
immediate family or his or her lineal descendants.

            7. Purchase by Dean from the TreeHouse Investors ("Dean Call
Right").

            7.1 Right to Purchase. Subject to this Section 7, if the
Registration Date does not occur by (a) October 31, 2005 (or such later date as
the TreeHouse Representative and Dean Representative may agree to in writing),
or (b) if earlier, the earlier of the date (such earlier date hereafter called
the "EARLY TERMINATION DATE") (i) the Company or Dean receives notice from the
Internal Revenue Service that it does not intend to issue the Private Letter
Ruling or (ii) Dean decides not to proceed with the Spin-Off because (x) the
Private Letter Ruling is unsatisfactory, (y) the issuance of such Private Letter
Ruling would be subject to conditions that Dean determines to be unacceptable or
(z) any of the other conditions to effecting the Spin-Off set forth in Section
4.2 hereof will not or cannot be satisfied on commercially reasonable terms,
then Dean shall have the right to purchase from the TreeHouse Investors, and the
TreeHouse Investors shall have the obligation to sell to Dean, all, but not less
than all, of the TreeHouse Investors' shares of Common Stock. Dean shall give
the TreeHouse Representative notice promptly, but not later than 3 business
days, after receiving any notice from the Internal Revenue Service or making any
determination referenced in subclauses (i) or (ii) of subclause (b) of the
immediately preceding sentence. If the reason that the Spin-Off is not effected
is other than due to a TreeHouse Default, the aggregate purchase price for all
such shares of Common Stock shall be $11.0 million. If the reason that the
Spin-Off is not effected is due to a TreeHouse Default, the aggregate purchase
price for all such shares of Common Stock shall equal the lesser of (I) $10.0
million, and (II) an amount equal to the product of (a) the quotient of (x) the
fair market value of the entire Common Stock equity interest of the Company
taken as a whole, without additional premiums for control or discounts for
minority interests or restrictions on transfer as established by an investment
bank agreed to by the Dean Representative and the TreeHouse Representative using
the same methodology that was used to determine the purchase price per share for
the Common Stock specified in the Subscription Agreements, divided by (y) the
number of outstanding shares of Common Stock, calculated on a fully-diluted
basis, multiplied by (b) the number of outstanding shares of Common Stock held
by the TreeHouse Investors.

            7.2 Notice. If Dean desires to purchase shares of Common Stock
pursuant to Section 7.1, it shall notify each of the TreeHouse Investors not
more than 30 days after October 31, 2005 (or such earlier or later date as
determined pursuant to Section 7.1).

                                       10


            7.3 Payment. Payment for any shares of Common Stock to be purchased
from the TreeHouse Investors pursuant to Section 7.1 shall be made on the date
specified by the Dean Representative (but in no event more than 10 business days
following the date of the receipt by the TreeHouse Investors of Dean's notice
delivered pursuant to Section 7.2), and the aggregate purchase price paid by
Dean shall be allocated among the TreeHouse Investors based on the number of
shares of Common Stock then held by each such TreeHouse Investor.

            8. Sale by TreeHouse Investors to Dean ("TreeHouse Investors Put
Right").

            8.1 Right to Sell. Subject to this Section 8, if the Registration
Date does not occur for any reason other than a TreeHouse Default by (a) October
31, 2005 (or such later date as the TreeHouse Representative and the Dean
Representative may agree to in writing), or (b) if earlier, the Early
Termination Date, then the TreeHouse Investors shall have the right to sell to
Dean, and Dean shall have the obligation to purchase from the TreeHouse
Investors, all, but not less than all, of the TreeHouse Investors' shares of
Common Stock, at an aggregate purchase price equal to $11.0 million.

            8.2 Notice. If the TreeHouse Investors desire to sell shares of
Common Stock pursuant to Section 8.1, the TreeHouse Representative shall notify
Dean not more than 60 days after October 31, 2005 (or such earlier or later date
as determined pursuant to Section 8.1). Such notice shall specify the number of
shares of Common Stock held by each TreeHouse Investor at the time notice is
given.

            8.3 Payment. Payment for any shares of Common Stock sold by the
TreeHouse Investors pursuant to Section 8.1 shall be made on the date that is 10
business days following the date of the receipt by Dean of the TreeHouse
Representative's notice with respect to such shares pursuant to Section 8.2, and
the aggregate purchase price paid by Dean shall be allocated among the TreeHouse
Investors based on the number of shares of Common Stock then held by each such
TreeHouse Investor.

            8.4 Right to Sell in the Event of Death or Disability.

            (a) In General. Subject to this Section 8.4, if the employment of
member of TreeHouse Management terminates due to his death or pursuant to a
Termination due to Disability (as defined in the applicable Employment
Agreement) prior to the Registration Date, then such member and any other
TreeHouse Investor who is affiliated with such member shall have the right to
sell to Dean, and Dean shall have the obligation to purchase from such TreeHouse
Investors (or such TreeHouse Investor's estate), all, but not less than all, of
such TreeHouse Investor's shares of Common Stock, at an aggregate purchase price
equal to the aggregate purchase price paid by such TreeHouse Investors for such
shares of Common Stock.

                                       11


            (b) Notice. If the TreeHouse Investor (or such TreeHouse Investor's
estate) desires to sell shares of Common Stock pursuant to Section 8.4(a), the
TreeHouse Investor (or such TreeHouse Investor's estate) shall notify Dean not
more than 90 days after date of termination of such TreeHouse Investor's
employment. Such notice shall specify the number of shares of Common Stock held
by such TreeHouse Investor at the time notice is given.

            (c) Payment. Payment for any shares of Common Stock sold by the
TreeHouse Investor (or termination estate) pursuant to Section 8.4(a) shall be
made on the date that is 10 business days (or the first business day thereafter
if the 10th business day is not a business day) following the date of the
receipt by Dean of the TreeHouse Investor's (or the TreeHouse Investors
estate's) notice with respect to such shares pursuant to Section 8.4(b).

            9. Sales to Third Parties.

            9.1 Sales by TreeHouse Investors. At any time after the third
anniversary of the date hereof, any TreeHouse Investor may sell his, her or its
Restricted Shares to a third party. Except as provided in Section 6, at any time
after the Registration Date, any TreeHouse Investor may sell any shares of the
Company's Common Stock without restriction by reason of the terms of this
Agreement. Nothing in this Section 9.1 shall be construed to excuse any
TreeHouse Investor from compliance with any applicable rules on resales as may
be imposed at law, including under the Federal securities laws, or from
complying with the terms of any other agreement that Executive is now, or may
hereafter become a party to.

            9.2 Involuntary Transfers. Prior to the Registration Date, any
transfer of title or beneficial ownership of shares of Common Stock (including
any of the Restricted Shares) upon default, foreclosure, forfeit, divorce, court
order or otherwise than by a voluntary decision on the part of a TreeHouse
Investor (each, an "INVOLUNTARY TRANSFER") shall be void unless the TreeHouse
Investor complies with this Section 9.2 and enables the Company to exercise in
full its rights hereunder. Upon any Involuntary Transfer, the Company shall have
the right to purchase such shares pursuant to this Section 9.2 and the person or
entity to whom such shares have been Transferred (the "INVOLUNTARY TRANSFEREE")
shall have the obligation to sell such shares in accordance with this Section
9.2. Upon the Involuntary Transfer of any shares of Common Stock, such TreeHouse
Investor shall promptly (but in no event later than two days after such
Involuntary Transfer) furnish written notice to the Company indicating that the
Involuntary Transfer has occurred, specifying the name of the Involuntary
Transferee, giving a detailed description of the circumstances giving rise to,
and stating the legal basis for, the Involuntary Transfer. Upon the receipt of
such notice, and for 60 days thereafter, the Company shall have the right to
purchase, and the Involuntary Transferee shall have the obligation to sell, all
(but not less than all) of the shares of Common Stock

                                       12


acquired by the Involuntary Transferee for a purchase price equal to the lesser
of (i) the then fair market value of such shares of Common Stock as determined
in accordance with Section 4.4(c), and (ii) the cost of such shares of Common
Stock to the TreeHouse Investor who originally acquired such shares, provided
that the excess, if any, of the purchase price so determined over the amount of
such indebtedness or other liability that gave rise to the Involuntary Transfer
shall be paid directly to the TreeHouse Investor and not to the Involuntary
Transferee.

            10. Stock Certificate Legend. A copy of this Agreement shall be
filed with the Secretary of the Company and kept with the records of the
Company. Each certificate representing shares of Common Stock owned by the
Stockholders shall bear upon its face the following (or similar) legends, as
appropriate:

            (a)   "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
                  FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE
                  OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED OR
                  OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE
                  ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN THE
                  OPINION OF COUNSEL TO THE STOCKHOLDER, WHICH COUNSEL MUST BE,
                  AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY
                  TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE,
                  HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM
                  REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT, SUCH
                  LAWS AND THE STOCKHOLDERS AGREEMENT OF THE ISSUER, DATED AS OF
                  JANUARY 27, 2005 (THE "STOCKHOLDERS AGREEMENT")."

            (b)   "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE
                  SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS, AS
                  SPECIFIED IN THE STOCKHOLDERS AGREEMENT, COPIES OF WHICH ARE
                  ON FILE AT THE OFFICE OF THE ISSUER AND WILL BE FURNISHED
                  WITHOUT CHARGE TO THE HOLDER OF SUCH SHARES UPON WRITTEN
                  REQUEST."

In addition, certificates representing shares of Common Stock owned by residents
of certain states shall bear any legends required by the laws of such states.

                                       13


All Stockholders shall be bound by the requirements of all such legends. On the
Registration Date, the certificate representing the distributed shares shall be
replaced, at the expense of the Company, with certificates not bearing the
legends required by clauses (a) and (b) of this Section 10.

            11. Covenants; Representations and Warranties.

            11.1 New TreeHouse Investors. Each of the Stockholders hereby agrees
that any person who is designated as a member of TreeHouse Management after the
date of this Agreement and who is offered shares of any class of Common Stock or
holds stock options exercisable into shares of Common Stock shall, as a
condition precedent to the acquisition of such shares of Common Stock or the
exercise of such stock options, as the case may be, (a) become a party to this
Agreement by executing a signature page to the same and (b) if such person is a
resident of a state with a community or marital property system, cause his or
her spouse to execute a Spousal Waiver in the form of Exhibit A attached hereto,
and deliver such executed signature page to this Agreement and Spousal Waiver,
if applicable, to the Company at its address specified in Section 20 hereof.
Upon such execution and delivery, such employee shall be a TreeHouse Investor
for all purposes of this Agreement.

            11.2 No Other Arrangements or Agreements. Each Stockholder hereby
represents and warrants to the Company and to each other Stockholder that,
except for this Agreement, the Subscription Agreements, the Employment
Agreements and any management stock option agreement of the Company applicable
to a member of TreeHouse Management, he, she or it has not entered into or
agreed to be bound by any other arrangements or agreements of any kind with any
other party with respect to the shares of Common Stock, including, but not
limited to, arrangements or agreements with respect to the acquisition or
disposition of Common Stock or any interest therein or the voting of shares of
Common Stock (whether or not such agreements and arrangements are with the
Company or any of its subsidiaries, or other Stockholders) and each TreeHouse
Investor agrees that, except as expressly permitted under this Agreement, he,
she or it will not enter into any such other arrangements or agreements.

            11.3 Additional Representations and Warranties. Each Stockholder
represents and warrants to the Company and each other Stockholder that:

            (a) such Stockholder has the power, authority and capacity (or, in
the case of any Stockholder that is a corporation, trust, limited liability
company or limited partnership, all corporate, trust, limited liability company
or limited partnership power and authority, as the case may be) to execute,
deliver and perform this Agreement;

            (b) in the case of a Stockholder that is a corporation, trust,
limited liability company or limited partnership, the execution, delivery and
performance of this

                                       14


Agreement by such Stockholder have been duly and validly authorized and approved
by all necessary corporate, trust, limited liability company or limited
partnership action, as the case may be;

            (c) this Agreement has been duly and validly executed and delivered
by such Stockholder and constitutes a valid and legally binding obligation of
such Stockholder, enforceable in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting or relating to creditors' rights generally and general principles of
equity; and

            (d) the execution, delivery and performance of this Agreement by
such Stockholder does not and will not violate the terms of, or result in the
acceleration of, any obligation under (i) any material contract, commitment or
other material instrument to which such Stockholder is a party or by which such
Stockholder is bound or (ii) in the case of a Stockholder that is a corporation,
trust, limited liability company or limited partnership, the certificate of
incorporation and the by-laws, trust agreement, the certificate of formation and
the limited liability company agreement, or the certificate of limited
partnership and the limited partnership agreement, as the case may be.

            12. Amendment and Modification. This Agreement may not be amended,
modified or supplemented except by a written instrument signed by the Company,
Dean and the TreeHouse Representative. The Company shall notify all Stockholders
promptly after any such amendment, modification or supplement shall have taken
effect.

            13. Parties.

            13.1 Assignment Generally. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, legal representatives, successors and assigns, provided that neither the
Company nor any TreeHouse Investor may assign any of its rights or obligations
hereunder without the consent of Dean unless, in the case of a TreeHouse
Investor, such assignment is in connection with a Transfer explicitly permitted
by this Agreement and, prior to such assignment, such assignee complies with the
requirements of Section 13.3.

            13.2 Termination. Any Stockholder who ceases to own shares of Common
Stock or any interest therein, shall cease to be a party to, or Person who is
subject to, this Agreement and thereafter shall have no rights or obligations
hereunder, provided, however, that (a) a Transfer of shares of Common Stock not
explicitly permitted under this Agreement shall not relieve a TreeHouse Investor
of any of his, her or its obligations hereunder, and (b) a Transfer of shares of
Common Stock permitted under Section 6.2 shall not relieve any TreeHouse
Investor of any of his, her or its obligations hereunder. This Agreement shall
automatically terminate without any action

                                       15


by any of the Company or any of the Stockholders, and shall be of no further
force and effect, upon the earlier of (i) the consummation of the Spin-Off, (ii)
the closing of the sale of Common Stock pursuant to Sections 7 and 8, and (iii)
the closing of the transaction described in any Alternative Proposal.
Notwithstanding the foregoing, (i) the provisions of Section 6.1(a) pertaining
to the Restricted Shares shall survive the termination of this Agreement due to
the consummation of the Spin-Off and, at or prior to the Registration Date, each
TreeHouse Investor agrees to execute any document that the Board may reasonably
request to confirm the continued effect of such Section 6.1(a) as to the
Restricted Shares and (ii) the termination of this Agreement shall not relieve
the parties from fulfilling their obligations under either Section 7 or 8.

            13.3 Agreements to Be Bound. Notwithstanding anything to the
contrary contained in this Agreement, any Transfer of shares by a TreeHouse
Investor (the "TRANSFEROR") (other than pursuant to the Spin-Off or to Sections
7 or 8) shall be permitted under the terms of this Agreement only if the
transferee of such Transferor (the "TRANSFEREE") shall agree in writing to be
bound by the terms and conditions of this Agreement pursuant to an instrument of
assumption satisfactory in substance and form to the Company, and in the case of
a Transferee of a Stockholder who resides in a state with a community property
system, such Transferee causes his or her spouse, if any, to execute a Spousal
Waiver in the form of Exhibit A attached hereto. Upon the execution of the
instrument of assumption by such Transferee and, if applicable, the Spousal
Waiver by the spouse of such Transferee, such Transferee shall enjoy all of the
rights and shall be subject to all of the restrictions and obligations of the
Transferor of such Transferee, including, without limitation, if such Transferor
was a Stockholder, the provisions of Sections 7 and 8 (which shall continue to
apply as though such Transferor were still the holder of such shares).

            14. Recapitalizations, Exchanges, etc. Except as otherwise provided
herein, the provisions of this Agreement shall apply to the full extent set
forth herein with respect to (a) the shares of Common Stock and (b) any and all
shares of capital stock of the Company or any successor or assign of the Company
(whether by merger, consolidation, sale of assets or otherwise) which may be
issued in respect of, in exchange for, or in substitution for the shares of
Common Stock, by reason of any stock dividend, split, reverse split,
combination, recapitalization, reclassification, merger, consolidation or
otherwise. All share numbers and percentages shall be proportionately adjusted
to reflect any stock split, stock dividend or other subdivision or combination
effected after the date hereof.

            15. No Third Party Beneficiaries. Except as otherwise provided
herein, this Agreement is not intended to confer upon any Person, except for the
parties hereto or their permitted transferees, any rights or remedies hereunder.

                                       16


            16. Further Assurances. Each party hereto shall do and perform or
cause to be done and performed all such further acts and things and shall
execute and deliver all such other agreements, certificates, instruments and
documents as any other party hereto or Person subject hereto may reasonably
request in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated hereby.

            17. Governing Law. This Agreement and the rights and obligations of
the parties hereunder and the Persons subject hereto shall be governed by, and
construed and interpreted in accordance with, the laws of the State of Delaware,
without giving effect to the choice of law principles thereof.

            18. Invalidity of Provision. The invalidity or unenforceability of
any provision of this Agreement in any jurisdiction shall not affect the
validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of this Agreement, including that
provision, in any other jurisdiction.

            19. Waiver. Waiver by any party hereto of any breach or default by
the other party of any of the terms of this Agreement shall not operate as a
waiver of any other breach or default, whether similar to or different from the
breach or default waived. No waiver of any provision of this Agreement shall be
implied from any course of dealing between the parties hereto or from any
failure by either party to assert its or his or her rights hereunder on any
occasion or series of occasions.

            20. Notices. All notices, requests, demands, waivers and other
communications required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been duly given if (a) delivered
personally, (b) mailed, certified or registered mail with postage prepaid, (c)
sent by next-day or overnight mail or delivery or (d) sent by fax, as follows
(or to such other address as the party entitled to notice shall hereafter
designate in accordance with the terms hereof):

            (i) If to the Company:

                857-897 School Place
                P.O. Box 19057
                Green Bay, WI 54307
                Telephone:  (920) 497-7131
                Fax:  (920) 497-4604
                Attention:  General Counsel

                with, prior to the Registration Date, a copy to Dean at its
                address set forth below.

            (ii)  If to the TreeHouse Investors, to his or her attention at:

                                       17


                  the address identified in the Subscription Agreement executed
                  by such TreeHouse Investor

                  With a copy to:

                  Vedder, Price, Kaufman & Kammholz, P.C.
                  222 N. LaSalle Street
                  Chicago, IL  60601
                  Telephone: (312) 609-7500
                  Fax:  (312) 609-5005
                  ccAttention:  Robert J. Stucker, Esq.
                                Thomas P. Desmond, Esq.

            (iii) If to Dean, to it at:

                  Dean Foods Company
                  2515 McKinney Avenue
                  Suite 1200
                  Dallas, Texas 75201
                  Telephone: (214) 303-3413
                  Fax:  (214) 303-3853
                  Attention:  General Counsel

All such notices, requests, demands, waivers and other communications shall be
deemed to have been received (w) if by personal delivery, on the day delivered,
(x) if by certified or registered mail, on the fifth business day after the
mailing thereof, (y) if by next-day or overnight mail or delivery, on the day
delivered, or (z) if by fax, on the day delivered, provided that such delivery
is confirmed.

            21. Headings. The headings to sections in this Agreement are for the
convenience of the parties only and shall not control or affect the meaning or
construction of any provision hereof.

            22. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

            23. Entire Agreement. This Agreement, the Subscription Agreements
and the Employment Agreements constitute the entire agreement and understanding
of the parties hereto with respect to the matters referred to herein. This
Agreement and the agreements referred to in the preceding sentence supersede all
prior agreements and understandings among the parties with respect to such
matters. There are no representations, warranties, promises, inducements,
covenants or undertakings relating to

                                       18


the shares of Common Stock, other than those expressly set forth or referred to
herein, in the Subscription Agreements or the Employment Agreements.

            24. Injunctive Relief. The shares of Common Stock cannot readily be
purchased or sold in the open market, and for that reason, among others, the
Company and the Stockholders will be irreparably damaged in the event this
Agreement is not specifically enforced. Each of the parties therefore agrees
that in the event of a breach of any provision of this Agreement, the aggrieved
party may elect to institute and prosecute proceedings in any court of competent
jurisdiction to enforce specific performance or to enjoin the continuing breach
of this Agreement. Such remedies shall, however, be cumulative and not
exclusive, and shall be in addition to any other remedy which the Company or any
Stockholder may have. Each Stockholder hereby irrevocably submits to the
non-exclusive jurisdiction of the state and federal courts in Illinois for the
purposes of any suit, action or other proceeding arising out of or based upon
this Agreement or the subject matter hereof. Each Stockholder hereby consents to
service of process made in accordance with Section 20.

            25. Defined Terms. As used in this Agreement, the following terms
shall have the meanings ascribed to them below:

            Affiliate: Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the Person specified.

            Dean Representative: the Chief Executive Officer of Dean, as in
office at any time, or such other officer of Dean as designated by the Chief
Executive Officer of Dean.

            Person: an individual, corporation, partnership, limited liability
company, joint venture, association, trust or other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.

            Spin-Off: the distribution by Dean to the holders of shares of Dean
common stock on the date to be determined by the Dean Board in its sole and
absolute discretion as the record date for the Spin-Off of all of the shares of
Common Stock held by Dean.

            Stockholder Representatives: the Dean Representative and the
TreeHouse Representative.

            TreeHouse Default: upon any cessation of services to the Company by
(a) Sam K. Reed for any reason other than due to any material breach of the
applicable Employment Agreement by Dean or the Company, unless Dean shall, it is
sole discretion, have consented to such cessation of services, or (b) any member
of the Initial TreeHouse

                                       19


Management for any reason other than due to any material breach of the
applicable Employment Agreement by Dean or the Company, unless (i) within 30
days of any such cessation, a suitable replacement member is hired by the
Company, the job responsibilities of the remaining members of the Initial
TreeHouse Management are adjusted in an manner that is appropriate under the
circumstances and that makes it unnecessary to hire a suitable replacement
member, and/or such other suitable cure is implemented, and (ii) Dean shall, in
its sole discretion, have consented to the actions described in clause (i),
which consent shall not be unreasonably withheld. Such consent by Dean shall be
given in writing, and may be given on, before or after the date of any such
cessation of services (including, without limitation, following the death of any
member of TreeHouse Management).

            TreeHouse Management: the Initial TreeHouse Management and any other
person hereafter designated as a member of TreeHouse Management by the mutual
agreement of the TreeHouse Representative and the Dean Representative.

            TreeHouse Representative: Sam K. Reed or, if Reed's employment with
the Company terminates for any reason, David B. Vermylen or, if Vermylen's
employment with the Company terminates for any reason, any remaining member of
TreeHouse Management selected by the majority in interests of the TreeHouse
Investors.

                          -- Signature page follows --

                                       20


            IN WITNESS WHEREOF this Agreement has been signed by each of the
parties hereto, and shall be effective as of the date first above written.

                                 DEAN SPECIALITY FOODS HOLDINGS, INC.

                                 By:
                                       _________________________________________
                                        Name:
                                        Title:

                                 DEAN FOODS COMPANY

                                 By:    ________________________________________
                                        Name:
                                        Title:

                                 INITIAL TREEHOUSE MANAGEMENT

                                       _________________________________________
                                       Sam K. Reed
                                       Address: 622 W. Maple, Hinsdale, IL 60521

                                       _________________________________________
                                       David B. Vermylen
                                       Address: 1227 W. Kajer Lane, Lake Forest,
                                       IL 60045

                                       _________________________________________
                                       E. Nichol McCully
                                       Address: 2023 Oakland Avenue, Piedmont,
                                       CA 94611

                                       _________________________________________
                                       Thomas E. O'Neill
                                       Address: 19 Indian Hill Road, Winnetka,IL
                                       60093

                                       ________________________________________
                                       Harry J. Walsh
                                       Address: 901 Jeffrey Court, St. Charles,
                                       IL 60174

                                       21


                                                                       Exhibit A
                                 SPOUSAL WAIVER

            [INSERT NAME] hereby waives and releases any and all equitable or
legal claims and rights, actual, inchoate or contingent, which she may acquire
with respect to the disposition, voting or control of the shares of Common Stock
subject to the Stockholders Agreement of Dean Specialty Foods Holdings, Inc.,
dated as of January 27, 2005, as the same shall be amended from time to time,
except for rights in respect of the proceeds of any disposition of such Common
Stock.

                                            ____________________________________
                                            Name:

EX-10.31

                                                                   EXHIBIT 10.31

                          STOCK SUBSCRIPTION AGREEMENT

            Stock Subscription Agreement, dated as of January 27, 2005, between
Dean Specialty Foods Holdings, Inc., a Delaware corporation (the "COMPANY"), and
the Purchaser named on the signature page of this Agreement (the "PURCHASER").

            WHEREAS, the Purchaser desires to subscribe for, and the Company
desires to make available for purchase, those shares of the Company's common
stock, par value $.01 per share (the "SHARES"), indicated as being subscribed
for by the Purchaser on the signature page of this Agreement, on the terms and
conditions set forth below.

            NOW, THEREFORE, in consideration of the mutual covenants and
obligations set forth in this Agreement, the parties hereto agree as follows:

            1.    Purchase and Sale of the Shares.

            (a) General. Subject to all of the terms and conditions of this
Agreement and in reliance upon the representations and warranties contained
herein, at the Closing (as defined in Section 2(a)), the Purchaser hereby
subscribes for and agrees to purchase, and the Company agrees to sell to the
Purchaser for the Purchaser's own account, the number of Shares set forth
opposite the Purchaser's signature on the signature page of this Agreement.

            Notwithstanding anything in this Agreement to the contrary, the
Company shall not have any obligation to sell any of the Shares to any Purchaser
who is a resident of a jurisdiction in which the sale of Shares to such
Purchaser would constitute a violation of the securities, "blue sky" or other
similar laws of such jurisdiction.

            (b) Purchase Price; Fair Market Value. The purchase price per Share
shall be $5,000. At the Closing, the Purchaser shall purchase the Shares for the
aggregate amount set forth on the signature page of this Agreement (the
"PURCHASE PRICE"). The Purchase Price shall be paid by the Purchaser at the
Closing in cash (payable by wire transfer of immediately available funds to an
account designated by the Company or certified or bank cashier's check).

            2.    Closing.

            (a) Time and Place. The closing of the transactions contemplated by
this Agreement (the "CLOSING") shall be held at the offices of the Company on
January 27, 2005 or such later date as the Company and the TreeHouse
Representative (as defined



in the Stockholders Agreement, dated as of the Closing Date (as amended from
time to time, the "STOCKHOLDERS AGREEMENT")) may determine (the "CLOSING DATE").

            (b) Delivery by the Company. At the Closing, against delivery of the
Purchase Price, the Company will deliver to the Purchaser (i) a stock
certificate registered in the Purchaser's name and representing the number of
Shares purchased by the Purchaser, which certificate shall bear the legends set
forth in the Stockholders Agreement, among the Company, the Purchaser and each
other purchaser of the Company's Common Stock and (ii) a signature page to the
Stockholders Agreement executed by the Company. Notwithstanding anything to the
contrary contained in this Agreement, the Company shall have no obligation to
the Purchaser under this Agreement unless, on or before the Closing Date, (A)
the TreeHouse Investors (as defined in the Stockholders Agreement) shall have
executed and delivered to the Company stock subscription agreements,
substantially in the form hereof, in respect of Common Stock having an aggregate
purchase price of $10 million and (B) each other member of the Initial TreeHouse
Management (as defined in the Stockholders Agreement) shall have executed and
delivered to the Company a stock subscription agreement, substantially in the
form hereof, evidencing such other member's purchase of shares of the Company's
Common Stock.

            (c) Delivery by the Purchaser. At the Closing, the Purchaser will
deliver (i) the Purchase Price as provided in Section 1(b) and (ii) an executed
signature page to the Stockholders Agreement.

            3.    Purchaser's Representations, Warranties and Covenants.

            (a) Investment Intention and Restrictions on Disposition. The
Purchaser represents and warrants that the Purchaser is acquiring the Shares
solely for the Purchaser's own account for investment and not with a view to, or
for sale in connection with, any distribution thereof. The Purchaser agrees that
the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge,
hypothecate or otherwise dispose of any of the Shares (or solicit any offers to
buy, purchase or otherwise acquire or take a pledge of any of the Shares) or any
interest therein or any rights relating thereto, except in compliance with the
Securities Act of 1933, as amended, and the rules and regulations thereunder
(the "ACT"), all applicable state securities or "blue sky" laws and the
Stockholders Agreement. Any attempt by the Purchaser, directly or indirectly, to
offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the
Shares or any interest therein, or any rights relating thereto, without
complying with the provisions of this Agreement and the Stockholders Agreement
shall be void and of no effect.

            (b) Securities Law Matters. The sale of the Shares hereunder is
being effected pursuant to an exemption from registration under the Securities
Act of 1933, as amended, available under Regulation D. The Purchaser
acknowledges receipt of advice from the Company that (i) the Shares have not
been registered under the Act or qualified

                                       2



under any state securities or "blue sky" laws, (ii) it is not anticipated that
there will be any public market for the Shares, except as contemplated by the
Stockholders Agreement, (iii) the Shares must be held indefinitely and the
Purchaser must continue to bear the economic risk of the investment in the
Shares, unless such Shares are subsequently registered under the Act and such
state laws or an exemption from such registration is available, or as
contemplated by the Stockholders Agreement, (iv) Rule 144 promulgated under the
Act ("RULE 144") is not presently available with respect to sales of any
securities of the Company and the Company has made no covenant to make Rule 144
available and Rule 144 is not anticipated to be available in the foreseeable
future, (v) when and if the Shares may be disposed of without registration in
reliance upon Rule 144, such disposition can be made only in limited amounts and
in accordance with the terms and conditions of such Rule, (vi) if the exemption
afforded by Rule 144 is not available, public sale of the Shares without
registration will require the availability of an exemption under the Act, (vii)
restrictive legends in the form set forth in the Stockholders Agreement shall be
placed on the certificate representing the Shares and (viii) a notation shall be
made in the appropriate records of the Company indicating that the Shares are
subject to restrictions on transfer and, if the Company should in the future
engage the services of a stock transfer agent, appropriate stop-transfer
instructions will be issued to such transfer agent with respect to the Shares.

            (c) Ability to Bear Risk. The Purchaser represents and warrants that
(i) the financial situation of the Purchaser is such that the Purchaser can
afford to bear the economic risk of holding the Shares for an indefinite period
and (ii) the Purchaser can afford to suffer the complete loss of the Purchaser's
investment in the Shares.

            (d) Access to Information; Sophistication; Lack of Reliance. The
Purchaser represents and warrants that (i) the Purchaser has been granted the
opportunity to ask questions of, and receive answers from, representatives of
the Company concerning the Company and the terms and conditions of the purchase
of the Shares and to obtain any additional information that the Purchaser deems
necessary, (ii) the Purchaser's knowledge and experience in financial business
matters is such that the Purchaser is capable of evaluating the merits and risk
of the investment in the Shares and (iii) the Purchaser has carefully reviewed
the terms and provisions of the Stockholders Agreement and has evaluated the
restrictions and obligations contained therein. In furtherance of the foregoing,
each Purchaser represents and warrants that (i) no representation or warranty,
express or implied, whether written or oral, as to the financial condition,
results of operations, prospects, properties or business of the Company or as to
the desirability or value of an investment in the Company has been made to such
Purchaser by or on behalf of the Company, except for those representations and
warranties contained in Section 4 and the Stockholders Agreement, (ii) such
Purchaser has relied upon such Purchaser's own independent appraisal and
investigation, and the advice of such Purchaser's own counsel, tax advisors and
other advisors, regarding the risks of an investment in the Company and (iii)
such Purchaser will continue to bear sole

                                       3



responsibility for making its own independent evaluation and monitoring of the
risks of its investment in the Company. For purposes of this Section 3(d), the
Company includes each of the businesses to be acquired by the Company on the
Closing Date.

            (e) Accredited Investor. The Purchaser represents and warrants that
the Purchaser is an "accredited investor" as such term is defined in Rule 501(a)
promulgated under the Act and, if the Purchaser is a natural person, that:

            (i) the Purchaser has an individual net worth, or joint net worth
with the Purchaser's spouse, in excess of $1,000,000; or

            (ii) the Purchaser has had an individual income in excess of
$200,000 in each of 2003 and 2004 or joint income with the Purchaser's spouse in
excess of $300,000 in each of 2003 and 2004, and the Purchaser has a reasonable
expectation of reaching the same income level in 2005.

            (f) Due Execution, Enforceability, etc. The Purchaser represents and
warrants that (i) the Purchaser has duly executed and delivered this Agreement,
(ii) all actions required to be taken by or on behalf of the Purchaser to
authorize the Purchaser to execute, deliver and perform the Purchaser's
obligations under this Agreement and the Stockholders Agreement have been taken,
(iii) this Agreement constitutes and, upon execution thereof, the Stockholders
Agreement will constitute the Purchaser's legal, valid and binding obligations,
enforceable against the Purchaser in accordance with their respective terms,
(iv) the execution and delivery of this Agreement and the Stockholders Agreement
and the consummation by the Purchaser of the transactions contemplated hereby
and thereby in the manner contemplated hereby and thereby do not and will not
conflict with, or result in a breach of any terms of, or constitute a default
under, any agreement or instrument or any statute, law, rule or regulation, or
any judgment, decree, writ, injunction, order or award of any arbitrator, court
or governmental authority which is applicable to the Purchaser or by which the
Purchaser or any material portion of the Purchaser's properties is bound, (v) no
consent, approval, authorization, order, filing, registration or qualification
of or with any court, governmental authority or third person is required to be
obtained by the Purchaser in connection with the execution and delivery of this
Agreement or the Stockholders Agreement or the performance of the Purchaser's
obligations hereunder or thereunder and (vi) if the Purchaser is an individual,
the Purchaser is a resident of the state set forth below the Purchaser's
signature on the signature page and if the Purchaser is not an individual, the
Purchaser's principal place of business and mailing address is in the state set
forth below the Purchaser's signature on the signature page.

            4. Representations and Warranties of the Company. The Company
represents and warrants to the Purchaser that prior to the Closing (i) it will
have taken all corporate actions necessary to authorize it to enter into and
perform its obligations under this Agreement and to consummate the transactions
contemplated hereby and (ii) this

                                       4



Agreement will be duly executed and delivered by the Company and constitute the
legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, except as the same may be affected by
bankruptcy, insolvency, moratorium or similar laws, or by legal or equitable
principles relating to or limiting the rights of contracting parties generally.

            5.    Miscellaneous.

            (a) Binding Effect; Benefits. This Agreement shall be binding upon
and inure to the benefit of the parties to this Agreement and their respective
successors and permitted assigns. Nothing in this Agreement, express or implied,
is intended or shall be construed to give any person other than the parties to
this Agreement and their respective successors or permitted assigns any legal or
equitable right, remedy or claim under or in respect of any agreement or any
provision contained herein.

            (b) Waiver. The waiver by either party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
preceding or succeeding breach and no failure by either party to exercise any
right or privilege hereunder shall be deemed a waiver of such party's rights or
privileges hereunder or shall be deemed a waiver of such party's rights to
exercise the same at any subsequent time or times hereunder.

            (c) Amendments. This Agreement may be amended, modified or
supplemented only by the written agreement of the parties hereto.

            (d) Assignability. Neither this Agreement nor any right, remedy,
obligation or liability arising hereunder or by reason hereof shall be
assignable by either the Company or the Purchaser without the prior written
consent of the other party.

            (e) Governing Law. This Agreement shall be governed by and construed
in accordance with, the law of the State of Delaware, without giving effect to
the choice of law principles thereof.

            (f) Notices. All notices and other communications required or
permitted to be given under this Agreement shall be in writing and shall be
deemed to have been given if (i) delivered personally, (ii) mailed, certified or
registered mail with postage prepaid, (iii) sent by next-day or overnight mail
or delivery or (iv) sent by fax, as follows: if to the Purchaser, to the
Purchaser at the address set forth under the Purchaser's name on the signature
page of this Agreement or to such other person or address as the Purchaser shall
specify by notice in writing to the Company, with a copy to Vedder, Price,
Kaufman & Kammholz, 222 N. LaSalle Street, Chicago, Illinois 60601, Telephone:
(312) 609-7500, Fax: (312) 609-5005, Attention: Robert J. Stucker, Esq. and
Thomas P. Desmond, Esq.; and if to the Company, to it at 857-897 School Place,
P.O. Box 19057, Green Bay, WI 54307, Telephone: (920) 497-7131, Fax: (920)
497-4604,

                                       5



Attention: General Counsel, with, prior to the Registration Date (as defined in
the Stockholders Agreement), a copy to Dean Foods Company, 2515 McKinney Avenue,
Suite 1200, Dallas, Texas 75201, Telephone: (214) 303-3413, Fax: (214) 303-3853,
Attention: General Counsel. All such notices, requests, demands, letters,
waivers and other communications shall be deemed to have been received (w) if by
personal delivery, on the day delivered, (x) if by certified or registered mail,
on the fifth business day after the mailing thereof, (y) if by next-day or
overnight mail or delivery, on the day delivered, or (z) if by fax, on the day
delivered, provided that such delivery is confirmed.

            (g) Headings. The headings contained herein are for convenience only
and shall not control or affect the meaning or interpretation of any provision
hereof.

            (h) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and which together
shall constitute one and the same agreement.

            (i) Severability. In case any provision of this Agreement shall be
invalid or unenforceable in any jurisdiction, the validity and enforceability of
the remaining provisions shall not in any way be affected thereby.

            (j) Entire Agreement. The Stockholders Agreement, this Agreement,
and any employment agreement between the Purchaser and the Company shall
constitute the entire agreement of the parties hereto with respect to the
subject matter hereof and shall supersede all prior agreements, arrangements,
understandings, documents, instruments and communications, whether written or
oral, with respect to such subject matter.

                          -- Signature page follows --

                                       6



            IN WITNESS WHEREOF, the Company and the Purchaser have executed this
Agreement as of the first date written above.

                                            DEAN SPECIALTY  FOODS HOLDINGS, INC.

                                            By: _______________________________
                                                Name:
                                                Title:

Total number of shares of
Common Stock subscribed
for:

________________ Shares                       _________________________________
                                              (Signature of Purchaser)
________________ Purchase Price               _________________________________
                 for Shares                   (Print Name of Purchaser)
                                              _________________________________
                                              (Address of Purchaser)
                                              _________________________________
                                              _________________________________
                                              (Phone Number of Purchaser)
                                              _________________________________
                                              (Fax Number of Purchaser

                                       7

EX-21

                                                                               .
                                                                               .
                                                                               .
                                   EXHIBIT 21

                                  SUBSIDIARIES
                          Revised as of March 10, 2005



LEGAL NAME                             TYPE OF   JURISDICTION OF  OWNER                             NO. OF SHARES         %
                                       ENTITY     ORGANIZATION                                      OR UNITS           OWNERSHIP
                                                                                                          
Dean Holding Company                    Corp           DE         Dean Foods Company                1,000 common         100.0%

Morningstar Receivables Corp.           Corp           DE         Dean Foods Company                79 common             79.0%
[Receivables Financing SPV]
                                                                  Southern Foods Group, L.P.        21 common             21.0%

Dean Capital Trust                      Trust          DE         Dean Foods Company

Dean Management Corporation             Corp           DE         Dean Foods Company                100 common           100.0%

Reeves Street, LLC                       LLC           DE         Dean Foods Company                100 units            100.0%

Suiza Dairy Group Holdings, Inc.        Corp           NV         Dean Foods Company                1,000 common         100.0%

Preferred Holdings, Inc.                Corp           DE         Dean Foods Company                1,000 common         100.0%

Suiza Dairy Group, Inc. (formerly       Corp           DE         DEAN MANAGEMENT                   1,000 COMMON           100%
Suiza Dairy Group, L.P.)                                          CORPORATION

Dairy Group Receivables GP, LLC          LLC           DE         Suiza Dairy Group, Inc.           100 units            100.0%
[Receivables Financing SPV]

Dairy Group Receivables, L.P.            LP            DE         Suiza Dairy Group, Inc.           Partnership             99%
[Receivables Financing SPV]                                                                         Interests

                                                                  Dairy Group                       Partnership              1%
                                                                  Receivables, GP, LLC              Interests

Dairy Group Receivables GP II, LLC       LLC           DE         Dean Holding Company              100 units              100%
[Receivables Financing SPV]

Dairy Group Receivables II, L.P.         LP            DE         Dean Holding Company              Partnership           99.9%
[Receivables Financing SPV]                                                                         Interests

                                                                  Dairy Group
                                                                  Receivables GP II, LLC                                    .1%


                                       1



LEGAL NAME                             TYPE OF   JURISDICTION OF  OWNER                             NO. OF SHARES         %
                                       ENTITY     ORGANIZATION                                      OR UNITS           OWNERSHIP
                                                                                                          
Country Fresh, LLC                       LLC           MI         Dean Midwest II, LLC              100 units            100.0%

White Wave, Inc.                        Corp           CO         Dean Foods Company                100 common           100.0%

Dean Northeast, LLC                      LLC           DE         Suiza Dairy Group, Inc.           100 units            100.0%

New England Dairies, LLC                 LLC           DE         Dean Northeast, LLC               100 units            100.0%

Shenandoah's Pride, LLC                  LLC           DE         Dean Northeast II, LLC            100 units            100.0%

Tuscan/Lehigh Dairies, Inc.             Corp           DE         Dean Northeast, LLC               100 common             100%
(f/k/a Tuscan/Lehigh Dairies, L.P.)

Dean Southeast, LLC                      LLC           DE         Suiza Dairy Group, Inc.           100 units            100.0%

Broughton Foods, LLC                     LLC           DE         Dean Southeast, LLC               100 units            100.0%

Country Delite Farms, LLC                LLC           DE         Dean Southeast, LLC               100 units            100.0%

Dairy Fresh, LLC                         LLC           DE         Dean Southeast, LLC               100 units            100.0%

Land-O-Sun Dairies, LLC                  LLC           DE         Dean Southeast, LLC               100 units            100.0%

Louis Trauth Dairy, LLC                  LLC           DE         Dean Southeast, LLC               100 units            100.0%

Schenkel's All-Star Dairy, LLC           LLC           DE         Dean Midwest II, LLC              100 units            100.0%

Schenkel's All-Star Delivery, LLC        LLC           DE         Dean Midwest II, LLC              100 units            100.0%

Dean Southwest, LLC                      LLC           DE         Suiza Dairy Group, Inc.           100 units            100.0%

Model Dairy, LLC                         LLC           DE         Dean Southwest, LLC               100 units            100.0%

Robinson Dairy, LLC                      LLC           DE         Dean Southwest, LLC               100 units            100.0%

SFG Management                           LLC           DE         Dean Southwest, LLC               95 units              95.0%
Limited Liability Company
                                                                  Dean Management                   5 units                5.0%
                                                                  Corporation

Southern Foods Holdings                 Trust          DE         Dean Southwest, LLC               Beneficiary          100.0%
                                                                                                    Interests

                                       2



LEGAL NAME                             TYPE OF   JURISDICTION OF  OWNER                             NO. OF SHARES         %
                                       ENTITY     ORGANIZATION                                      OR UNITS           OWNERSHIP
                                                                                                          
Southern Foods Group, L.P.               LP            DE         Southern Foods Holdings           99% LP Interest       99.0%

                                                                  SFG Management Limited
                                                                  Liability Company                 1% GP Interest         1.0%

SFG Capital Corporation                 Corp           DE         Southern Foods Group, L.P.        1,000 common         100.0%

Sulphur Springs Cultured                 LLC           DE         Dean Southwest, LLC               100 units            100.0%
Specialties, LLC

Morningstar Foods Holdings, Inc.        Corp           DE         Dean Foods Company                100 common           100.0%

Morningstar Foods Inc.                  Corp           DE         Morningstar Foods Holdings,       1,000 common            65%
                                                                  Inc.

                                                                  Preferred Holdings, Inc.          228 common              15%

                                                                  Suiza Dairy Group                 307 common              20%
                                                                  Holdings, Inc.

Morningstar Services Inc.               Corp           DE         Morningstar Foods Inc.            100 common           100.0%

Dean Puerto Rico Holdings, LLC           LLC           DE         Morningstar Foods                 238 common           100.0%
(formerly Suiza Dairy Corporation)                                Holdings, Inc.

Old G & Co., Inc. (formerly Garrido     Corp       Puerto Rico    Dean Puerto Rico                  100 common           100.0%
y Compania, Inc.)                                                 Holdings, LLC

Alta-Dena Certified Dairy, Inc.         Corp.          DE         Dean Southwest II, LLC            100 common             100%

Berkeley Farms, Inc.                    Corp.          CA         Dean Southwest II, LLC            100 common             100%

Dean SoCal, LLC                          LLC           DE         Dean Southwest II, LLC            100 units            100.0%


Gandy's Dairies, Inc.                   Corp           TX         Dean Southwest II, LLC            60,100 common          100%
(formerly Bell Dairy Products, Inc.
and successor by merger to
Gandy's Dairies, Inc.)

31 Logistics, Inc.                      Corp.          DE         Dean Southeast II, LLC            100 common             100%


                                       3



LEGAL NAME                             TYPE OF   JURISDICTION OF  OWNER                             NO. OF SHARES         %
                                       ENTITY     ORGANIZATION                                      OR UNITS           OWNERSHIP
                                                                                                          
Barber Milk, Inc.                       Corp.          DE         Dean Southeast II, LLC            100 common             100%
(formerly Barber Dairies, Inc.)

Barber Ice Cream, LLC                    LLC           DE         Mayfield Dairy Farms, Inc.        100 units              100%

Creamland Dairies, Inc.                 Corp.          NM         Dean Southwest II, LLC            49,296 common           49%

                                                                  Gandy's Dairies, Inc.             51,336 common           51%

Dean Foods Company of California,       Corp.          DE         Dean Southwest II, LLC            100 common             100%
Inc.

Dean Dairy Products Company             Corp.          PA         Dean Northeast II, LLC            15,000 common          100%

Dean Foods Business Services Company    Corp.          DE         Dean Holding Company              100 common            100%

Dean Foods Company of Indiana, Inc.     Corp.          DE         Dean Midwest, LLC                 100 common             100%

Dean Foods North Central, Inc.          Corp.          DE         Dean Midwest, LLC                 200 common             100%
(Land O'Lakes plants)

Dean Foods Regional Business            Corp.          DE         Dean Midwest, LLC                 100 common             100%
Services, Inc.

Dean Milk Company, Inc.                 Corp.          KY         Dean Southeast II, LLC            200 common             100%

Dean Milk Procurement Company           Corp.          DE         Dean Midwest, LLC                 100 common             100%

Dean Transportation, Inc.               Corp.         Ohio        Dean Dairy Holdings, LLC          100 common             100%

DIPS Limited Partner II                 Trust          DE         Dean Holding Company              Beneficiary            100%
(formerly DTMC, Inc.)                                                                               Interest*

*The beneficiary interest of the                                  Wengert's Dairy, Inc.             12 (class B)
Class B shareholders have not been                                Verifine Dairy Corporation        1 (class B)
determined as of this date.                                       of Sheboygan, Inc.
                                                                  Reiter Akron, Inc.                43 (class B)
                                                                  Purity Dairies, Incorporated      139 (class B)



                                       4



LEGAL NAME                             TYPE OF   JURISDICTION OF  OWNER                             NO. OF SHARES         %
                                       ENTITY     ORGANIZATION                                      OR UNITS           OWNERSHIP
                                                                                                          
                                                                  Meadow Brook Dairy Company        12 (class B)
                                                                  T.G. Lee Foods, Inc.              20 (class B)
                                                                  McArthur Dairy, Inc.              26 (class B)
                                                                  Mayfield Dairy Farms, Inc.        202 (class B)
                                                                  Creamland Dairies, Inc.           23 (class B)
                                                                  Berkeley Farms, Inc.              7 (class B)
                                                                  Alta-Dena Certified Dairy, Inc.   19 (class B)
                                                                  Barber Milk, Inc.                 9 (class B)
                                                                  Dean Specialty Foods Group, LLC   111 (class B)
                                                                  Morningstar Foods Inc.            335 (class B)
                                                                  Dean Pickle & Specialty
                                                                  Products Co.                      110 (class B)
                                                                  Dean Pickle & Specialty
                                                                  Products Co. (former
                                                                  Steinfeld Pickle)                 27 (class B)
                                                                  Dean Pickle & Specialty
                                                                  Products Co.                      18 (class B)

DIPS GP II, Inc.                        Corp           DE         Dean Holding Company              1,000 common           100%

Dean Specialty Intellectual Property     LP            DE         DIPS Limited Partner II           Partnership           99.9%
Services, L.P.                                                                                      Interests
                                                                  DIPS GP II, Inc.                                         0.1%

Dean Intellectual Property Services      LP            DE         DIPS Limited Partner II           Partnership           99.9%
II, L.P.                                                                                            Interests
                                                                  DIPS GP II, Inc.
                                                                                                                           0.1%

DIPS Limited Partner (formerly          Trust          DE         Suiza Dairy Group Holdings, Inc.  Beneficiary            100%
DIPS LP, Inc.)

DIPS GP, Inc.                           Corp           DE         Suiza Dairy Group Holdings, Inc.  1,000 common           100%

Dean Intellectual Property               LP            DE         DIPS Limited Partner              Partnership          99.99%
Services, L.P.                                                                                      Interests
                                                                  DIPS GP, Inc.                                           0.01%

Elgin Blenders, Incorporated            Corp           IL         Dean Specialty Foods Group, LLC   30,000 common          100%

Pet O'Fallon, LLC                        LLC           DE         Dean Midwest II, LLC              100 units              100%

Liberty Dairy Company                   Corp.          MI         Dean Midwest, LLC                 26,300 common          100%

McArthur Dairy, Inc.                    Corp.          FL         Dean Southeast II, LLC            36,000 Class A         100%
                                                                                                    700,000 Class B


                                       5



LEGAL NAME                             TYPE OF   JURISDICTION OF  OWNER                             NO. OF SHARES           %
                                       ENTITY     ORGANIZATION                                      OR UNITS            OWNERSHIP
                                                                                                          
Maplehurst Farms, LLC                    LLC           IN         Dean Foods Company of                                     99%
                                                                  Indiana, Inc.

                                                                  RDPC, Inc.                                                 1%

Mayfield Dairy Farms, Inc.              Corp.          DE         Dean Southeast II, LLC            100 common             100%

Meadow Brook Dairy Company              Corp.          PA         Dean Northeast II, LLC            10 Class A             100%
                                                                                                    770 Class B

The Meadows Distributing Company        Corp.          IL         Dean Midwest, LLC                 10,405 common          100%

Purity Dairies, Incorporated            Corp           DE         Dean Southeast II, LLC            100 common             100%

RDPC, Inc.                              Corp.          DE         Dean Southeast II, LLC            100 common             100%

Reiter Akron, Inc.                      Corp.          OH         Dean Northeast II, LLC            1,000 common           100%

T.G. Lee Foods, Inc.                    Corp.          FL         Dean Southeast II, LLC            560,000 common         100%

Verifine Dairy Products Corporation     Corp.          WI         Dean Midwest, LLC                 1,996 common           100%
of Sheboygan, Inc.

Wengert's Dairy, Inc.                   Corp.          DE         Dean Northeast II, LLC            100 common             100%

Dean Specialty Foods Group, LLC          LLC           DE         Dean Holding Company              100 units              100%

Dean Pickle and Specialty Products      Corp           WI         Dean Specialty Foods Group, LLC   10,110 Class A         100%
Company                                                                                             20,220 Class B

Dean Dairy Holdings, LLC                 LLC           DE         Dean Holding Company              100 units              100%

Dean Midwest, LLC                        LLC           DE         Dean Dairy Holdings, LLC          100 units              100%

Dean Midwest II, LLC                     LLC           DE         Suiza Dairy Group, Inc.           100 units              100%

Dean Southeast II, LLC                   LLC           DE         Dean Dairy Holdings, LLC          100 units              100%

Dean Southwest II, LLC                   LLC           DE         Dean Dairy Holdings, LLC          100 units              100%

Midwest Ice Cream Company               Corp           DE         Dean Midwest, LLC                 100 common             100%



                                       6



LEGAL NAME                             TYPE OF   JURISDICTION OF  OWNER                             NO. OF SHARES          %
                                       ENTITY     ORGANIZATION                                      OR UNITS            OWNERSHIP
                                                                                                          
Dean Illinois Dairies, LLC               LLC           DE         Dean Midwest, LLC                 100 units              100%

Reiter Springfield, LLC                  LLC           DE         Dean Midwest, LLC                 100 units              100%

Dean Northeast II, LLC                   LLC           DE         Dean Dairy Holdings, LLC          100 units              100%

Fairmont Dairy, LLC                      LLC           DE         Dean Northeast II, LLC            100 units              100%


                                       7

UNRESTRICTED SUBSIDIARIES



LEGAL NAME                             TYPE OF   JURISDICTION OF     OWNER                           NO. OF SHARES            %
                                       ENTITY     ORGANIZATION                                       OR UNITS             OWNERSHIP
                                                                                                             
International Milk Sales, Inc.          Corp.           DE           Dean Southwest II, LLC          100 common               100%

Dean International Holding              Corp            DE           Dean Foods Company              100 common             100.0%
Company

Dean Netherlands, B.V.                  Corp            The          Dean International              200 common
                                                        Netherlands  Holding Company

                                                                     Morningstar Foods               PS
                                                                     Holdings, Inc.

Leche Celta, S.L.                       Corp            Spain        Dean Netherlands B.V.           44,997                   100%

Renoldy Lda.                                            Portugal     Dean Netherlands B.V.                                    100%

Lacteos de Santander S.A.               Corp            Spain        Leche Celta, S.L.        .                             100.0%

Distribucion Lacteos Ganadeva,          Corp            Spain        Leche Celta, S.L.                                      100.0%
S.A.

Abastecimientos Lacteos Gallegos                        Spain        Distribucion Lacteos                                   100.0%
S.L.                                                                 Ganadeva, S.A.

Logistica y Gestion de Lacteos,                         Spain        Distribucion Lacteos                                   100.0%
S.L.                                                                 Ganadeva, S.A.

Central Lechera Gallega, S.L.                           Spain        Distribucion Lacteos                                   100.0%
                                                                     Ganadeva, S.A.

Franklin Holdings, Inc.                 Corp            DE           Dean Foods Company              1,000 common           100.0%

Dixie Holding, Inc.                     Corp            NY           Franklin Holdings, Inc.                                100.0%

Franklin Plastics, Inc.                 Corp            DE           Franklin Holdings, Inc.         1,277,148 common          88%

                                                                     Alan Bernon                     87,365 common              6%


                                                                     Peter Bernon                    87,364 common              6%
                                                                                                     [96,181 warrants for
                                                                                                     common @$10/share]


                                       8

UNRESTRICTED SUBSIDIARIES



LEGAL NAME                             TYPE OF   JURISDICTION OF     OWNER                           NO. OF SHARES            %
                                       ENTITY     ORGANIZATION                                       OR UNITS             OWNERSHIP
                                                                                                             
Dean Risk Management, Inc.              Corp            DE           Dean Foods Business Services    100 Class A             90.1%
                                                                     Company

                                                                     Willis Corroon
                                                                     Corporation of Illinois         11 Class B               9.9%

Importadora y Distribuidora Dean        Corp            Mexico       Tenedora Dean Foods             4,999                    9.9%
Foods, S.A. de C.V.                                                  International, SA de CV

                                                                     Creamland Dairies, Inc.         1                         .1%


Park-It Market Corporation              Corp            DE           International Milk Sales, Inc.  800 Class A              100%
                                                                                                     100 Class B

Tenedora Dean Foods                     Corp            Mexico       International Milk Sales, Inc.  4,999 common            9.98%
Internacional, S.A. de C.V.
                                                                     Dean Holding Company            1 common                 .02%

Dean Dairy Group International          Corp            DE           International Milk Sales, Inc.  25 common                100%
Corp.

Azuis Holdings, B.V.                                    The          Dean International Holding                               100%
                                                        Netherlands  Company

Kingsmil - Producao e                                   Portugal     Azuis Holdings, B.V.                                     100%
Commercializacao de Leite e
Productos Lacteos, Lda.

Centronor Produccion y                                  Spain        Azuis Holdings, B.V.                                     100%
Distribucion S.L.

Hilstad - Producao e                                    Portugal     Azuis Holdings, B.V.                                     100%
Commercializacao de Leite e
Productos Lacteos, Lda.

Comerlasa S.L.                                          Spain        Azuis Holdings, B.V.                                     100%

Glicman - Producao e                                    Portugal     Azuis Holdings, B.V.                                     100%
Commercializacao de Leite e
Productos Lacteos, Lda.

Agrolactur S.L.                                         Spain        Glicman - Producao e                                     100%
                                                                     Commercializacao de Leite e
                                                                     Productos Lacteos, Lda.

Lacteos Marterra S.L.                                   Spain        Glicman - Producao e                                     100%
                                                                     Commercializacao de Leite e
                                                                     Productos Lacteos, Lda.


                                       9

UNRESTRICTED SUBSIDIARIES



LEGAL NAME                             TYPE OF   JURISDICTION OF     OWNER                           NO. OF SHARES            %
                                       ENTITY     ORGANIZATION                                       OR UNITS             OWNERSHIP
                                                                                                             
Glicman Espana S.L.                                     Spain        Glicman - Producao e                                     100%
                                                                     Commercializacao de Leite e
                                                                     Productos Lacteos, Lda.

Carnival Ice Cream, N.V.                                Netherlands  Dean Holding Company                                     100%
                                                        Antilles

Dean Foods                           Not for            IL           Dean Holding Company            N/A                      100%
Foundation                         Profit Corp



                                       10

EX-23.1

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We consent to the incorporation by reference in the Registration Statements of Dean Foods Company on Form S-4 (No. 333-29741) and on Form S-8 (Nos. 333-68319, 333-80641, 333-11185, 333-28019, 333-28021, 333-41353, 333-50013, 333-55969, 333-30160, 333-42828, 333-64936, 333-75820, 333-103252 and 333-104247) of our reports relating to the financial statements of Dean Foods Company and management’s report on the effectiveness of internal controls over financial reporting dated March 14, 2005, (which reports express an unqualified opinion and include an explanatory paragraph relating to the change in 2002 in the method of accounting for goodwill and other intangible assets to conform to Statement of Financial Accounting Standards No. 142) appearing in the Annual Report on Form 10-K of Dean Foods Company for the year ended December 31, 2004.

DELOITTE & TOUCHE LLP

Dallas, Texas
March 16, 2005

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Gregg L. Engles, certify that:

     1. I have reviewed this annual report on Form 10-K of Dean Foods Company;

     2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of Dean Foods Company as of, and for, the periods presented in this annual report;

     4. Dean Foods Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for Dean Foods Company and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Dean Foods Company and its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

     (b) Evaluated the effectiveness of Dean Foods Company’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the period covered by this annual report, based on such evaluation; and

     (c) Disclosed in this annual report any change in Dean Foods Company’s internal control over financial reporting that occurred during Dean Foods Company’s most recent fiscal quarter (Dean Foods Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, Dean Foods Company’s internal control over financial reporting.

     5. Dean Foods Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Dean Foods Company’s auditors and the audit committee of Dean Foods Company’s board of directors:

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Dean Foods Company’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in Dean Foods Company’s internal control over financial reporting.

	/s/ GREGG L. ENGLES
	Gregg L. Engles Chairman of the Board and Chief Executive Officer
March 16, 2005

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Barry A. Fromberg, certify that:

     1. I have reviewed this annual report on Form 10-K of Dean Foods Company;

     2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of Dean Foods Company as of, and for, the periods presented in this annual report;

     4. Dean Foods Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for Dean Foods Company and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Dean Foods Company and its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

     (b) Evaluated the effectiveness of Dean Foods Company’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the period covered by this annual report, based on such evaluation;

     (c) Disclosed in this annual report any change in Dean Foods Company’s internal control over financial reporting that occurred during Dean Foods Company’s most recent fiscal quarter (Dean Foods Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, Dean Foods Company’s internal control over financial reporting.

     5. Dean Foods Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to Dean Foods Company’s auditors and the audit committee of Dean Foods Company’s board of directors:

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Dean Foods Company’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in Dean Foods Company’s internal control over financial reporting.

	/s/ BARRY A. FROMBERG
	Barry A. Fromberg Chief Financial Officer
March 16, 2005

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Form 10-K of Dean Foods Company (the “Company”) for the year ended December 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregg Engles, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents in all material respects, the financial condition and results of operations of the Company.

	/s/ GREGG L. ENGLES
	Gregg L. Engles
	Chairman of the Board and Chief Executive Officer
March 16, 2005

Note: This certification accompanies the Report pursuant to Section 902 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed, except to the extent required by the Sarbanes-Oxley Act of 2002, by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-32.2 23 d23247exv32w2.htm CERTIFICATION OF CFO PURSUANT TO SECTION 906

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Form 10-K of Dean Foods Company (the “Company”) for the year ended December 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Barry A. Fromberg, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents in all material respects, the financial condition and results of operations of the Company.

	/s/ BARRY A. FROMBERG
	Barry A. Fromberg
	Executive Vice President and Chief Financial Officer
March 16, 2005

Note: This certification accompanies the Report pursuant to Section 902 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed, except to the extent required by the Sarbanes-Oxley Act of 2002, by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

GRAPHIC 24 d23247d2324701.gif GRAPHIC begin 644 d23247d2324701.gif M1TE&.#EA2P!.`/<``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`98'F#K2XW=2WO]/S]_'6`I)NCQ)^FQ(>2N=+>U_7Z\/CY^MWKT%F-($Y7BS9'BIVN MI<'(V\')W=NZ:LQK#6BZ&KQVAYJ1@F;[.\U;*]T@X7 M7QX_+OW]_//U]\C-X)N\J:?1?NOM\]?ON\;O5JY6W MI++7D).(&#,ZS-3NUQ03BD)BLW%,H\F3`JN4B!2IWHB7 M(T2]G/(+I+!4M@"_E2F3*B M'()D3<+ARYPEJ\%H%8M,4)LV?$&@[8Q[/U[D*U`BB`.M8`_H/1"OW"!N MPI;=4'6ER3H/2F0`4LL0SXQ^D"-#!G>IB`L>^\)-X\%C4+(!GFJY\D>Z=&E5 MC!@OS$%!LNM^"B[E^*3%B!$M`U"I"F.Z-VE-:54?+*+@]6MVG#[]8P2'M^_G M9H0KM&#<.+M$F9"!6O?<=YA`TA/>_ZMNG`"K?QG.W>IN^LB9\`=XK(S@HY$)1. M+ME0CT``RBV\F:&&ZN@,6W!*EA!AT&J&.)A@,$,&QIWM0YWFM-PV,Q01HP((,\0R),A60T$'%-XXT,2T$*'SLSQ\A=$%)"V,X4PE\E$*F M`"8KZ!-*,`8A(XD'J#`BS2BX\*;$(GQ`XB4#ZJI0@1S,6`&?#@0``(,(.IS@ M.,H+,*!*)1!T`$TEGE3?QP>@5:^]`&&BP(@IC;P8WB"@,2]`#$@SS"-&:` M@!3E00U(].@.330($$PCB(+8H86EH0,PLC@0(1B--*X(@$'F,(O2S&('9+R0 MW_RA!"86A!%O<],:",*+"CPA`L(?EF6@>--`&*A`@R!Z`@8,$:44O M)MF#?T`@!@FP`A%ZL`B#B*%%=$#(%HD%'H$PHA+KZ=$Z)/%#/I4!%4?PDIM< ML06"[$)0.NK`!;P$LX)LK32%0,@%Y%3*.&BB/;$DS1&6,!`(M$E.O6D"E`1B MAR$2@AXN[`T""C+,TGCA(+M`@)P.\8]='!.-XL``!&C`(0]0\!]EX(T4MD&- M'3Q@-,I\YS\6(/\G+VSB%"B@A6F:0)`.Z-`?'D#&03)P@]*L`XZ2<,X1:`"5 M7$B!6!(0B`!D0`YW$*1ARI240)#@4`VT,@]65"9!K#%$?AV$"\_TART"@`PW MB$H,3,@I$QKJIJ[]HPT9,`A(-^>X.KH!I(`67:'AV(H2!P\T*(C&`87^T&`0A'0(DW0@@Y#).(? MI."#&$B4G`,1@&?%)Y!9,6@=$M!M08 M@+)*E.8//QH(':)`9C(WX,P-8``1)$"#`!B2_R!^>``=(+BA=42A$.K]AP\* M\8`O#=FY"#``>N![$`&[FB#%`XB#D8# M`AUO)D8A6$"'5A@$`EG@! M&7!X3_HVX(9*WJ0";D>(>$',H00R:*(1!X%%+ GRAPHIC 25 d23247d2324705.gif GRAPHIC begin 644 d23247d2324705.gif M1TE&.#EAC@"@`,0``("`@,#`P$!`0/#P\-#0T#`P,&!@8*"@H'!P<.#@X)"0 MD%!04+"PL"`@(````!`0$/___P`````````````````````````````````` M`````````````````````````"'Y!```````+`````".`*````7_("2.9&F> M:*JN;.N^<"S/=&W?>*[O?.^S"H'0<'`!"H&?-F$"#0($58D+4P-S!E-5;9%5$`M%#)U6$`X*`T6? MO3%?<)%>G5YAG:ZQL;J"GO0(,Y#YEH,V`L;,YB*T0 M(&X6W+<*M!([)X1@`@<%"5)68!?3P+@/S""NH5C%`,&R(LZ*B%$$`$L'!!3I M%-LNYS]"Z,JFFW0TC=*]G$[QK0,XC4P#_@0D04`!!`";>IY"'L9!>B>H.)\)59E#QXPW0.24&0D8E&,:.Z*0 M@`+F'"`CD"P"4(EH([!3@B`.9.E`?RO2T%`!(4&Y`@':Y&="6B6LH:4#=71I M0T%PL42812)(=`,!0ER1@EE7:OF@FS<$8)B>TI0S1@-3::)%%@F(Y4("@[9P MG@EJLEE-DC$4"8TT0.&"0!``//#:`P98V,(1XKP`7Y\/GH&I##P]V84A$*AB M%5Q")`"IF2@$X)0,:*9IZ:5*")1J+ZC,$H2H<_A!35`]B00#GR7@Z.K_$LDM M.!HAUNXIA)D#K)H"H#\PT,"Q7!0DSD(*',M`5;)9=T`!5*8@AY.8D(!(B5R< M9UX7[QK`V0'_0@!IN.(<`&ZILO+(2STD((#N">0NP:2T2ISWZ1\1);$504A, M*D*XW:[04$?6!L9O'K[6^T.X(BRPU&RI,N"<0?.`].@4!V1AY`CB4OSJ#HKP MVL.-#&;R;URQB6C6/%H([(+$Q:!(@K:]#KU#N$;G06>MYLV;%,(I-+10`=@X MAD`"O6VE0L5=Z'R0V"3TX3(<6C0*!2D%M1K7VUH?W6HT=)=`2,-C\.?<7D24 M$'0)<.]]IQ6]US=<.22E]S%_SR(MW8"9U"="\$<#)BY7-;I MR/:)W2PT?H(YBM5GK:#C!OXR$GJ$&]X*X1(:8J=G2'27OKT?1'OW>:/XO?`"8- M%IF`U6,,CB1+4LL8O0PGNQ7(I01A&L,4\`0.H,%N).'"V`X^%10!#$<%LVB' M<]YE(4$)A`39@YSOMF`H'V1"!0PSS0!'H)&GZ"(Y?1')^K0G$PKR(((KF)<$ MF4,/$G!F`*>IE11"4@0"#.]_,L%A=5[5LK?MRV#5`!ZDC/@KI=!0)HT@FI5: M4#05>(\`Z='3`A@#0O^7@0X=ILI!&EV0G`N>X!\H`&*:2G9&:21@BS8X(;"P M9H("#3"/,`LC_Z+P3P*:;_PCMB*YNDQN!*%<@KFA* MXY8OF"$+V#8"0J0"%8H$7XIB*8)@M0\G9(+!*+?Y``E"1ROWA,(*+YE1:OG_ M4QK&-`TQ4;``74#'AQ)ATDC%5XBZ`2:.1OIH-##)@G"RH"#O^0HTI10N"\:Q M`*5YG@E6)5-?4&L%-+47$F@E&]L9+"T(L`W[0-(;/#V):@_%R2-9$-(X-J0Y M`EB`$1UZ1ZO8Q4,F4"@X1ZJRK.)DHC"%`1B[4Y%MR$A4FI@$Q:CGFD@^LJB^ M<&CSKK,AZ\R#$I=)*DOSDT''P0.PO3@J"MPF@SM8B*%RB>I)3:"QD0&/!&Z# M["=FR0*QUL!FHAD`\B1!NA2D\(Y4^IMH/Q'/$JR4!H4@S"A7>P(=2L)`3YBM M)V[K0!V04P1(<.8VJ?<^+P2HD=$0+&>)&P,`M`D5_X_(5$L/Z)IW0=<7E.V5 M&V]`!S]48[R2BH@7>!$7X>KAC.X=&1`1T)\XS2!:*VQ`?+MPQJG\H!'?95`A M>A@OQ)`V!=!IPS=A94D6S.,(4ODE8HA;%XP(0107YL1">M8&:OXNK`\>#84I M65"C<&8A8Q2".8;@$`X'P,,OP(X#0A7@7HQ8!T61D$-23"$6;]@HI7.`J$2L M`O=\(L_C(Z*,P^ M,7M"9`\T@RUD:/_4B]&Z`SNS4+E#\15TMG*/L!KB`,-ZA7`K@VVC!Z9$LV\$4@32!T0ZU,G!.?@0XV8X`S(^,#*)M` MLO^1"D0R@R>[+%@'?Y.4I:FC,!43C#]Y7@)66S!-,77')VD!(Q(RN@-SGX[@ MODG.<^S2*+M\;0D'?M2\1Y,(\<%#VG@N,PKZ+:88':!1[]8!7&M:XYE4!3M) MZ`X7>!>#K>[Y"A=R61YF$\<@[EDU9PW.HC@C)E]T^9[&$S-T%=B71-A) M2I'_N)"^XS"4.-;6-@YL6H-.WKG2J!Z7SZ_^`MYRDMM<+V;6633QL/,2X3"P MH=EGH(@;-GWMOP![#"`"]QA4Y`<+L'G=27#'LP#U4+B]T]<7!`M\Z*/[=#5WWA?YO/KI M9UKZ+*]>&J__,GW]WCUSJCGU4Y9\EM=I$VYQF9LYP8[*@70$J;OO\?$IDHA& MHWS:LX1)%5Q"/CV+C`6(%5A(E`A@`<(`VV`8DKV@;2V%92V@0<8`@`[ ` end GRAPHIC 26 d23247d2324706.gif GRAPHIC begin 644 d23247d2324706.gif M1TE&.#EAC@"@`,0``("`@,#`P/#P\$!`0#`P,.#@X-#0T&!@8*"@H'!P<)"0 MD%!04+"PL"`@(````!`0$/___P`````````````````````````````````` M`````````````````````````"'Y!```````+`````".`*````7_("2.9&F> M:*JN;.N^<"S/=&W?>*[O?.^[C,5@D$@@"`$=`/EK.D\)!P,B.`P$CF0.JWUZ M?P4'@'2`9`.&4:!K*+#=([=`E*4&"M]\#E`O.1H#60($"D0%#0\$#PF'B8L0 M"`L+#WA9!01'>IHU?'-^4P0`!0,0":1+$`"G!*E78GQC9P\&#'B;MR]\72-U M`V-!0ZW"JJT!#VMW9@&##@FXSRUA92-IO0`!#@+$VZ?=V&D0"LH%!0H/XM#I M*`IBY``'6*`)[$<-#%:EK/@)K`T-J@RX!!BS`)VZ@R0"F#J``!*`:P\-'$@0 M8`&#AP@P:KQ6X,"!*0]%`2B(L&2JD"A3_ZIM3-P)EK/%']4N#B`@(#%CQD M@"R`@@-E+ZH:0$#LLJT[!"`X`):CBH$JNJHB\%$K7!CEV`(`UP*OBX%@%=CZ MNR(2H<4O#`-6`!:!7\8BM#5@5$.RC`)+#D"&V[&!Y1N>:3`8LDMJQP$W48_) M$C$9@,D*!I!"V_]Z7@300'PFD0?A"1^E((`""GB"`($0!.C#);&5A(!V)R@0 MW"4I("'A$?]UR.`7@X2HSA'B,?#`%20`8)X:"@X`"%NF64'`@RX^XY&(!$@' MVC&@D2!``\LU)T)=_M7UD!8>.G'DC$FNTV5R)2CP(@2$4!:):<0)89$(66HY MS3/-B2>"$>TA@$!PZ)VPAAUHW+$,&FR.JDP$"&`BPC M8YM/P';+DQ.>8)T";Y%`8@FC7#0``WR90*D3@[3X75LOV#F2,PDI:,*0!JJ" MP!0)";H)IGH0ZA&B)!@!VZ@D+'#;?B:.N`"L:NBZB8'`5C=?.%VR4,7_<`N< MR`JH`X@)@5@),'BJ%Y%X`>T([65J@G\(4!*LC`9H@<=MXWI!**H$Q)>@C">0 MBDD"!L`4G0SU/C$(ASC,<\)]S*K@C`$/W(/K0P0[BXN4/H"9P@$+B!?I'+K5 MAB,5U49F,2X*]Y!G9E:L=T1Z[?)E&66J$(9`PX6=?.G*2JR'GP#W:.5@?.BQ M,H=$$)\F0@,(ZZGS+17M<$@)#WBR;1P'CD#H,6%!<)%N-T5M\D[&ZH!6"5`2A6RX\Y=A@>-_\7@?2P8A9A.P[#V+*`AS!I$ MH?+1A4\Y#2CMXUX(40`N`+B+3;,@!,Z<9P(!!$=C^6,@-#;G`@1LT`0264)M MZ!:$>61K-)0!%NT^^!.)P`""+GC(+`![HQH->RU=>1MBLH#0`!E>,P14> M(`E;`(U_?2N!@?BE-?\RZF]0ZBJ!0EXP$:"%RQZ#"=^H"!&_S(3"0B7+55`N MDL3LK6!48QC$10"!)P4@3G5DX(\)*&8J&4+#)M5`I,GAK$A!(>!=GF>A MB:0B`0LXW908*3]3"(%!8SP!T]3H2&CPL79#C(8I.).9.)[@@FIS$A%,54=< M`J4`W81"$=CB%D3=(4@NT(8?R="Q$CQNE*1DP=YHL1=?U.($$=G!RP2H1Z&` M[@2GA(`;1@(6(Z3Q!A(B`]W.N`E=+NR?*(C460J*2*EE3:!9]"90X':76Q[_ MYF9L.<`UHF4MTH4/'0S51(!22D]RPJU_#L-1]33ZDP!QM`=Z^8HO<`>#^7DK MI>H+9XY4I8-(O8.B1#5=$M`#U/VIX!I0,V1(1QI13,REJ7F`J-8.:JZ,N/2> M(W`>;)J9#JV*P*S/R&E=<,>'!Y`5&FA%ZT&,2A,L&_J$6$=9 MZ5N_``"/OH>,(C"`4$MB(*4X-@5HC=>>^M6_&ZY@$%P50484@P(&7"2W.Y"D M*55@NU/^+067Q$,;6G#!%S!`6%0H@`'$80#H[.Y/_P(E1V9I$-`1(%%/2##D M]SBF6B2TY;E@22^&LF`%!0036($]C"08,8!SB-04(6D.$1S`,=/BX+(KN"EX M144F4IAB(,T10KB@*KVZ<70>8$7!N2)S@--=24P2\<]#"K$&!Z1BF1D[67TT M1@F^N)=C!5D",#DVAIL]R3H%`02B%OL"#I^C+90)RR(\8HZ).""3T_N!@"UD MUHS@`30%N%`2UN"&-/@I"="!CD!)"MD8Q,N%Y#BR0.,#TQSPKP7=W41EJS.S M*3S*MWK(J\.V2PV_Q$<`5JDN]Z"4`X5-;U2^6.47U@A`__;N`>%8PGWP$QN& M`421L%TG#1P@B5.\`S^O=?]"`A2-`C6GX(KN-1;BLJ45!>"*%`%\JI^U6&!M MH$%YMMV!I56@YS]"P$#H*>UF;E*VCG1HM:DU+`WP_)`D[6Y9P#4>KC4UZBFE MHC9)L$*H4S$%.]'42336P5ODG&0]\"Z=JSZ@`:8K#NE.EP2V?HMH4D"2'P1D M=PP(]@UTO3$VLV"Y6TY!?(TSF"ZULT&\?%V^GW")Q,K@?59@FF?MY>X1T%D3 M3&@"*8QUI='.F089T425FX"6>V1+`:A50L954+P\P+`)58`S.0A[@X//X-JH M`K'!/-'E&T2\!I"L%*65PNXDIAH'AI0*,6%N\AY,^"F;O4'.?8!;G=\2QF`%BJ\^L+<7<#VI[A=$YF`P=Z;:2!Y?"AX5N7S%FDU0"''`AYG;S@7']+ GRAPHIC 27 d23247d2324707.gif GRAPHIC begin 644 d23247d2324707.gif M1TE&.#EAC@"A`,0``$!`0("`@,#`P/#P\#`P,*"@H.#@X-#0T&!@8%!04'!P M<)"0D+"PL"`@(````!`0$/___P`````````````````````````````````` M`````````````````````````"'Y!```````+`````".`*$```7_("2.9&F> M:*JN;.N^<"S/=&W?>*[O?.]#`X%0,'@Q"K)"8$$:!`(%0^)'S3D=",5CRA(0 M`*U#D^`0C`H.L+3*M@G*$(8#R0J`5X?["/#0-QP!;8(U;V9O"H@`!0=9"6*, M"%\"B@()2'D$"08$#8%[`0X&$`((`(%:$`4/!`$/9H.P)F\+#`0$![8%`JX0 M"0T0#68)8*80I@,/8@\,=B4`!UB]>8%O(@NK8K':(V\(4$7%U:.`#B+-Q:9> M),TD`*1EQ-3E(@`$V_=`<)_CHA#D1><"`4CPI@@$`^SV"##@8(XQ>6(V.6"" M+]8`!PS:!4(6B,$#ADPB&4,PX`M#@@B8_S488-"8&02_@$TIY+)5OXJ"$C@@ M\&H7SS@/%-R"L*"A)#0-$A!4]2"0@3X&"P!`8$``$@4`%&%5L`"``08#<8H= M2[:LV;,^\F1=R[:MV[=PX\IMFPVMW;MX\^K=R[>OW[^``PL>3+BPX<.($RM> MS+BQX\>0([,),J2RD):28QU@-NR+J2@SHD/MQ`0)4\63XNN8CZ,^G<4&#)2< M?.CU%T`PB3GQD_\/_.T@A2:&>5'@#@WR4`M%@F$U8`\5\C``5O?EA=S]TZ,,``"C`%XBPN/@#C7<-D(",L=CXPXIVE?1?C292<4`#+%8D MY#T^&HED64/:H9"P(8=AFF-GY64=*B-R!Z M5J-Q$D!H#0QP81:E?_+8PP`KH<5I%>[X\)M=HU*QR:4P3')7JE0\P0,!&]II M*#X-U#I#`9Z*>BN3FMI0$JMIYE7J#;+B!2N>>M``*K'%&OL*#0O\NJ7_M4PV M*X.E>BW+AE$+C/"+[SV\PG";P'V!"H,],NAHQ[1L].NOKK,%^T("3`AP0`'(+4!+`!O3 MLEK(!7`L1*L#$SQO"@O8V\*QO"[0G!<+".41QS$6D*LI%)\@L:H6I_!O#!@# MH8!KP]0$!@%JX!H.`7!U`"T>&U!M$`\' MT+,*?_M@-0H`O(W"$U-I=68#67AE&J2PG=UF_]4YN`::%#P!D*D]BE1'0^0] MI+V"MN$6WAO62NU8.`)*;?>ZZ-L,GD+`?\'.0]TI]#M)`C#2B@@B.!A/89'( MZY``5>\Q0$KACT,'&/&70]R?S$!MS7LQ;@"_#>WKB)_#'><.L]H-TN_`_@C" MZQ#C`8@P\55OEI.%^K1Q/W.X3UV!*6`ONC>I`<8B)I0+C`!ZU9>@D4!V@)D< M7Q28/[]@T"\BN.A;PE.A'K18'<<0"/%^4Q_)Q3,!V50#OCH#C2`6H+J MO'$#!3)#,"2D`19``Y9*:`TFL3&%`ED`/I\Y4!L0I*$YM!>/FA&`5XH0G8_6 M)AA'S``A8BB9`!9`'/\#("0`S(@-FF+P0Q4L$2\%$]8(^D8"!M8!A2)0(5_T M10@]'`MN;VS!#$]0N<$,#5V,P)PF%#"%0++@C1W\2_40:0A%FGN\:(`#,8 M8#.[A$$4F6C!OK3,+N:*0:@$X\VRI"0&!QV,/LGR3.Q4%"\1+4L06P#H`91BPR*J:8_ M",U?BLF#([4R!SSL2UY?5*;UG=,N26W8%60,@@` M8,V"B]#B(YJ\C)$QKW?;%^5V!+NE+4:]5!;@KN!#BR']2X!(8A;DZK8!`?6+ MSL)KD8OF@;N(^1""QI+=$FRMJ8EY+US9`$[LP,2XA7DO?G_0SA*H9[^'V5IU MFCN#=4H%OJD9@"@3(%T?M$P]6AN/*R^)FRDAX`%RE?#PC!/)&QRN.4_5\'!( E"1_7=/0@8\0*?(`C8MDRHQ2>B=%H2%.:9NJBQ6*R#('Q$0(`.S\_ ` end GRAPHIC 28 d23247d2324709.gif GRAPHIC begin 644 d23247d2324709.gif M1TE&.#EAC@"@`,0``("`@,#`P$!`0/#P\#`P,&!@8.#@X%!04-#0T)"0D*"@ MH+"PL'!P<"`@(````!`0$/___P`````````````````````````````````` M`````````````````````````"'Y!```````+`````".`*````7_("2.9&F> M:*JN;.N^<"S/=&W?>*[O?.^S"8&PH'`!"(&?-F$"#0((58D'4P-S!5-5;9%5$`=%"YU6$`X)`T6? MO3%?<)%>G5YAG:ZQL;`]0" M((3`U@!4J^;8I4T`@``B3P0@AN(J60(%%J15"\-`$`(:7\P5?$137+XI#$TZ M3(7N"[_F%.Q%+&(`@$J,"==HB#=S4P,%&DB^,?A&00%7G((6P`M':=<%4#,= MP$"TB@&L2)U2\3J'`2%FCE+:NF+3&0*%`)?2J"`!',B;"0 M1&1MA0IK`HC4V_\/"S2`GDY'!)<&-M'=U\,``A2PGTP83I&";+P5<`!M#)0H MEX4^)`#@382TA@("!J6P"6N<,)#9@DP$T("$+"U``(\HY'5;`S^"%)Y_]GFB MB(L(*9!="XIH!U$2VB"`Y'.?8,@4$&8>3IKF MW@E/'%"+%XRBP]HGY<#YPGHEL./$CC$FB0YVJ7$QCT@AJ:"%AR5DGF MZDFV2@"[UP+N=8E*`"*J8M%"?')B`G;79HH0=@'>(,"#*\P3L8#^3MNQ'N7\ M,.@(ZS3[L!C3H@!Q#.I&P\#'+[Q9PD).@FGF`E8Z.&Q##/B(``/.Z@FK"RW[ M0C$/##Q:X#S6CH*J0Q;!J,#%)]`#0]&^-+(#NC,34R\[YBAB[,N'%G1GJ7#< MVEA-)N?0=@EK-N)77@41$9$"#&AXP)T8CP#BVC0!FX.L><`8)TW\6APT'&*H M6*E;=)6KS0(VJB`DX#1A=\-O*\#BG;%=4F7`_XBXH:6V"8)C3E-`-F#2N0@_ M@Q;;WGZ>@0HN*X"I^DQ];,;.Z_4D4HQ?M1LPIG,DB4#J@2 MW_1$#/NC0WC\S(O&Y5P`D8UMX6T>T\GQ7@`2/XPF&EQ+H$Y^YX+]_5R[6QQ-,D8-=N&!>2*@[ M(Z[`(&!ZPF\0X:US(&P@?D-8?2X6D7$1[4_-^<3/'!@QF;TQ7,-`#B60(P`& M..$T71K#B(30"(@DH"*S\)+W_O26:"#@""-40??*^!CH;>YT,UNJD#B+:S)W"5`;",51"$EMRK3^1Z`U:\0B(9NML.#/M)Q/&5!6/* MD$2L=HAWEA"B#.529XTPK#^<`1^5&]R?4BN-%.JD97/LB;&V-H#>2E0&45U! M8F_B5SN&!`F@Z<%A/_23X<;`?NUDW6:OY4'V.`F4H0RF@PMX[V`$J64!+R+IRE5+0PBTEH.P- MO-C.:&XVB24XP`/>:8E*(,<,FLC00E@SRJDEHA*5F!H<$X`*'PE$"ML@@!1* M!)WEVF`NENF$.@>GQ(:B[2VNC`0G&):A<Z20ARE(R=[H3ANY4 MXM42D"KMW<%WU=$.;-R);`;C!8BUXH?::*%0W3ZJ!89#[^<@@IIQ MS04;A@-%G/40/A?D\07F2,`@8DVD=5PF-N9XY6/F48+ MC@20UU\NH^?(9@ZK?=ET>]Q"TT5Z82[D+,D8-FT".OO"V#/X6Q<5#)@YD#D^ MS7I`>#+T`+<\,>`U0286^UR3!,T$?@'_K2U'-#5*@FG77P*Y'BQ^8G[#SEC& M@M$Y,>(#1J<#XS00^`OD(`YC<5@KK5HV0)GPW&XOH6^,V'O,'B" M.9SI`V9O;NY*0`(,S&2^`]78(3/T7`ORT$JPU$ZWWX,UZ<-+G MQ[XNT_,`YN@`=N&)K2;,^R+O3"ADHVS_B>#FLN<"Y#W(=BZ#@JS^];37P]&7 MH'J9.*GSK&?"$8Y?]AVAP_5N"I1,^B,-P:]`$:)G"6Y6?.8V%Q^;.Y%J+W!O M`]P(>">_F8XG?!V=20A%199W#?$;&A[HSV1T)-=L;1<#@$N%%.60#0@$!I2%1+X@"W`;P.@(K'%%^)">/5C?F.@#6)'&2-0#YZD9'SE M%X!$@BGP1[MT`P8V+9*602SH*D>P#0OP@*]!/611">92@S)P:N;P,FU0,=3C =)-XT"M["@$!8#6.Q<&6Q>$(`.5W!A$U(@B$``#L_ ` end GRAPHIC 29 d23247d2324710.gif GRAPHIC begin 644 d23247d2324710.gif M1TE&.#EAC@"@`,0``,#`P$!`0/#P\#`P,&!@8.#@X*"@H)"0D+"PL'!P<-#0 MT%!04"`@(````!`0$("`@/___P`````````````````````````````````` M`````````````````````````"'Y!```````+`````".`*````7_("2.9&F> M:*JN;.N^<"S/=&W?>*[O?.^[B$4@D$@8!@#=`_EK.D^)!@(B(`0$C60.JWUZ M?X7&@T2`9`&*$:"K*+#=([=`E*4""M]\[E$O-1@!60(#!T0%#`X##@F'B8L0 M!@L+#GA9!0-'>IHU?'-^4P,/!0$0":1+$`^G`ZE78GQC9PX*"'B;MR]\72-U M`6-!0ZW"JJT`#FMW9@"##0FXSRUA92-IO0\`#0+$VZ?=V&D0!\H%!0<.XM#I M*`=BY`\$6*`)[$<,"%:EK/@)K`P,J@BX`!BS`)VZ@R0`F")@`-*#:P\5$$@` M8`&"AP8P:KQ6@`"!*0]%/2B(L&2JD"A3_ZID%@`'#I0+>&!@1EM!HZ(`0$H$`P'VD$J:.(````)+ID@= M:P++G`)$B;Q\&6#!@`!H'C"X2;8NA"`8$XR!0#7!O;9$]`8`9[>PB0/3#"N& MH*`M3Q)X%/Q441-E`*B+=S!(E$`4@4&$!R@FRNSCP8CK@5` MC"```K]N$80B,&!`@G\!6+O8ZUISD@(4;4L*SD@(!+@!RE#MZ&`&\>(Y)#X, MLD#O`[T3J08YD$!2)(6)85S'SGX]^Q]ND1=Q?X/^^QU'$'Q-`*_'`],#S;2& M)_$"A(D0HBHA<9CBD$-,MF5%<)U@ M@#,D#-7`G`U4I4:/,'S5YI80=+3G"5A126)>5+3#_R$LY,?`(8ZQTU6?=2#F52@' M,/`;AW&+H#,T/NG@%0N2+<-8&Q0>AX:8>`@`3@$O^O5Y5*0O>'@*&074@^>2 M2I7T#;FS<-M(0O4YAP)GD3,M`\M'U6P-HS@+U@`,^`80/R.U981:2R3@`&_N M?:3U6"_9L'NV7C&6&9Z3C>=4"%/*LL*5K#"(Y]T%8;=+1Z!H,,$61$(`3`M. M*!!$``Z.9`GOT-``B'2"N$4P7HG+Q<1.(!D,)L-W,#3>,MK`&`)AT$,K.R$T MTC>#F=D@&1=IPP.B!H/;5(\LEY'!/7`PBF4$9Q#W@-,+P*9#:+Q)!@1PF0PX M\IM1F.(!1$-!%A5GE__:J<",,;B&"()5`$R!I8A2M!WH-J&_%P3A:"FH@M3> M@0>&U`T&Y).;7:C7`H\PX&]X+`&`3..)IO4D3%5,1R!=P!,%\`.1![DBJ.HR M1@"60$F8?,;Y^#)'C+4+0BA0$B$<^01LD;(PHSPCLLJ!H2#I(5B;K(L/S_B" M&[G%ED\X7R3309$1Q?%4D?"-%G6`K6%"XR(L0"4%(R&[9=H`EZ\LS,!8X,H; MSH!(";"F#)KE3&B@4013&@2"TB#.$X`SA31(8CF?X4`3/.]T([M1#>[!@#K6 M0%SS3"5C?E#,%!`2`F5KP&I4@YP14&2%%..'/V-PB6R>JI],$!,)1%%/'$C_ MLWRV(P6WV)*4KA1D# MM9%H]F,;W^B$*JLASQ\>P@)0NK6$T.SE2T(41*0D!264?(`VF$0$>D.>#SCX'!K-)0-7`YPD`\><=J"D; M#&BYRC@XH)1]J@[L(J&*1+;`MK8UP3]&0DTMWN$[_\Q*9I!"<0/>3-4BT&E* M;5407<@LX'2^L$T>?-F;4H)16AB"4+3^X=P53/($Y?5I]*K6&X3Q0#2FZ.\U MY?*U;>[U7PDC;R^38CQ3A,AN2.%-=,1+A?SFY"Y#O$LXVBD#Z#H7@U&K[R<' MXA8B&$"+%FZL:6C8!-L&5A.T4,5;(,1*N.7``!F9C=1:3)F0[0#`&-*0[V)P MA1N@*@#=.B=G>]R$"+_%83YN04%K(#K&D"+%,!!@"B*+`].,Y"TF\@\\ARM2 MKBF94CV:YXID[(NI.8'+-?`5&!O\`X_QT`6H,<4A-Z0)A71Y5&/&`0VX>7*F"*=L%U629M!$5H^I-'#2/L"Y)L)_AZI[4 M&"B]UL0N5]#3PH@Z*'=6EV),C9-FNR")A=DL4)9=.EGK(:!/^&N6AYT.7`/E M>C&8*!+-=U\R&X;<$)LCHNR2["<`C5+^7<&8[(/C%>0;O\?&1<1L@.T\L>(Z MM"V'*)*P-F04@!9\:4B_`1OE6Q2]T!0V`@&;>%CPH![_#2[MUEL@<%WC_8 M.@_($S:8T!"I!@@["NK]8[K/O>*;0@)6`L0/&]!:E/3RP25$'(=26+*FM7F( MB*E]B\M'08C7$M0]\: M9OL][T6>]$W(J!?R&12[TZ!F>LC8MI^!F%L,/":VCT$F<('@@_Q=\]S60_'3 MP?@F-(;P.5@^[S.O@Y')_0G2OT706U`;Z/,@^S"&_363GXYH>1\'P0<'%+'S@4Z`=FXT M@N83+8S`8UG&@A7('D=@$3[P6?K&&P>@@HHA$ GRAPHIC 30 d23247d2324711.gif GRAPHIC begin 644 d23247d2324711.gif M1TE&.#EAC@"A`,0``$!`0,#`P("`@#`P,/#P\-#0T*"@H&!@8.#@X%!04'!P M<+"PL)"0D"`@(````!`0$/___P`````````````````````````````````` M`````````````````````````"'Y!```````+`````".`*$```7_("2.9&F> M:*JN;.N^<"S/=&W?>*[O?.]#A(`P0'@M##*#@$$B"`0&1.)'S3D=!\5CR@H, M`*U"<^`(C`P.L+3*M@7*D(4#R1*`5X7["/#0-QP";8(U;V9O"H@`!@59"6*, M!U\!B@$)2'D#"0@##8%[`@X($`$'`(%:$`8/`P(/9H.P)F\,"P,#!;8&`:X0 M"0T0#68)8*80I@0/8@\+=B4`!5B]>8%O(@RK8K':(V\'4$7%U:.`#B+-Q:9> M),TD`*1EQ-3E(@`#V_=`<)_CHA#D1><"`4CPI@@$!.SV!$#@8(XQ>6(V.6"" M+Q8!!PO:!4(6:,$#ADPB&3M`X`M#@@>8_S4@8-"8F0._@$TIY+)5OXJ"$C@8 M\&H7SS@/%-R"P*"A)#0-$A!4]2`0@CX�`X@"``$@4`%&%5P```@@4#<8H= M2[:LV;,^\F1=R[:MV[=PX\IMFPVMW;MX\^K=R[>OW[^``PL>3+BPX<.($RM> MS+BQX\>0([<90GE(2\FQO@HH]06`@B>;38'.^B4!E+J8=P00D""3@`6H2:Q& M477S%P4++J>&0X7L`@]A=/+U`T#SY\A,((BE0 M#F.XC-Z9,EX?E54\(>DTPH/NQ@094\5>XNN8?Z,^G<4(#,0= M#OSA4-\KAQWX0_^!.4BAB6%>H-<#@SK40I%@6`W(`X4Z$(#5?7GA(N&"(_JP M0`/F[74B="0.0H!G?'T("X<^R'@7`0<0]BHR5 MIIHK:9,%66]6X06(/7+A)I>Q,*"C(+C@.:59!UQ(14E:#EH6HFP4>E:=;01* MQ0)ZE@5I&PPH\`,!<3[*)YM2ZI"279>VL8F@,DQR5ZEM/,'#`!KNB5<#L2:A MZ:J?AEEI#9RB6A&K@KB#@ZMX`3N9'C3TFI>Q;0A;`[$OX)C`J&PP6RW_LC(, MX&L)WAQD`#/4&:!$`4HD]]H"##"P6@$IJF`M&U[18,"M,#C+R"0#R&%`)`)T MTI4`0@69*#>YXK3`GS+$&T.WJ9"4E3^3N#/5O\T(]<*[;&@KPQK?*:5``:8= M#)9O4^&F5(X$O8EQ%>G*H,"9.IAY@H^URE(P3B5EVU\""CA20@!U$43#RE4\ M^`(C.+CS!+JK+8`N$UT%P,#-!/00+(/B_R:^#>RNX14=,##>$VJ*"R0# MD3TWZO@@SH+M/"`PN"@?0X"Y<>?]A?0*`H2*`U;(=4L`+;T/33L^GZ,``.%T M/L^FYX!M7H7J*V"[E_94%*_"\'Z!_P/N*)CO@_H3 MKV.\7O?SD/\(]2M?_+;Q/W/L;UD#U$8!(1#`OO1O!VBC7V?F0L$*6I""C,O+ M`ALX'EA$KP0<[&"P5!!"$<*+A`UQ@X':(T-T">]#I8!(4*8WA() MX(O5N*-=,2@A"3XH&?^&B,(;/L(1XOA@AX%D3@:1DQ[U$%,540BA`$0PR$(( M((86MH",(/2C8Y0@I05(B5Q)8T$,KY.S=0B@"#\TQ@U(P8(C+N<.('-.+OB0 MAQLLK@41O*0(]A4,L2D`:`ML`?<@1T3\!*,U"6A*X!X`G$[1`)`FH&)J\"@$ M!!2@`'P4!0+L%H9=I<"2NPD;`Q\IM0"`40:?=($M=^.A2E@S0*P1)`L4UH*L M=9!ID2!%*<3H@D:Z8'[+T0\8`H"5(TPQ<2R8YF[`0(LI9,&'`4/LBV:;B)4"#&TR`2$*8RA[F/8LE M%2L@:Q6DO4@@I'4MA66UD)Z:.>:U5*\((V$8F.\XA[0ZD8MO4+`\^LU63 M`L8&U<=8;HFYF8Q0J*71XZ:#!T+\37`A6ARL++%X(`JM2J;J`9SB-I<9G%F+ 4:4!3"M(,!`JMY2EV*%/8LX0``#L_ ` end GRAPHIC 31 d23247d2324712.gif GRAPHIC begin 644 d23247d2324712.gif M1TE&.#EAC@"@`,0``("`@,#`P$!`0/#P\#`P,&!@8*"@H.#@X-#0T%!04'!P M<+"PL)"0D"`@(````!`0$/___P`````````````````````````````````` M`````````````````````````"'Y!```````+`````".`*````7_("2.9&F> M:*JN;.N^<"S/=&W?>*[O?.^S#(&P8'`!"(&?-F$"#0((58D)4P-S!5-5;9%5$`E%"YU6$`X,`T6? MO3%?<)%>G5YAG:ZQL;6OB]9T`"[3@7<7?!6OV2`@`+C90X@$+U%_-@*2%1& M;R4HIT1DR+$T#_]K,$P7SCD'-%!`$`;<`<`!!A1AH!+E:2:3`9G5X-U"(C@` M0"8&B&*6+ALJH4AQ"$66'WKB%"3:`R>>(\H9!K4(7B$L@83#`=@\`E\`022P M`">:)%"'CTL(>9"432286']Y4!F-EC?@TXX":G`2'91,<.F)F3;L!\<#=Q`` M$8-G8*G'A+X84(`/>8F0E0!E%7#?>7#(J<=KGX`X8PT(%!D072#5DH:@>>P' M)Q.$'&H#`740*5%#=GI()A=]>%A?B-9!^BA"E7(Q"Q-J4F&J'H9L41$7>;+P M:9:`_I#J%HFZRM)^5N)`*A>(V/JJ)^7\0&(>!N1ZY4P*'/N8=Y&:IL+_K7H` MR\-M9TY:H+3(%KFCJ$6$.=D;#@+,F8/M)>C<4 MZTL?\-K4:@WU2H/)LS;))F*P79B+@KZ?`$R#P^B\.U>\G]0J0P*B^G+OPQA[ M,E]GUJ(C<;XA>_+?"PS`:'#'<>;D8`S^'D3QJ3F5W$*O+-4"]RI]!V3H)/_LG>"./DH.;(0@IZ_Q?LC)Z'CRW';8#I70">PHD[ M\<9Z%XZ7`/M.K]W=N-[KT@2B[KW43L+M.^'HD_`C$/\>\)]`;8+R.25R/.^A M[?YZ[]4O@;R>V&?_P_:Q=>]]#^`//?X6EX-\?L.B,[_^W):#_WX.J:LS/Q/0 MFP#Y_3>(MT+=_.O!_F+CG@#F('V=,^!R7H5`!=Z` M"O+VDP$$"",E,TBT1L"M1W"(.BP8&%!.!)5]8`4!YPD",8*`)(V`DI1!(@:D0!.A`!"58;#-BQ&`*_E@# MX1P%`2=BAT:6T$<89"(I!HE$`W>PK/Y1,B>$+!$8?M`',+;@;449F3#D1P,` MX,L&"OAF4,23B;3D(HB0-3]Y2PRZ M,I[<7-^LF##"">Z*";I18*A:UX!WGL]->CCH_.CD"4/=+T!U2N3X"N8+C)ZX MSZ(&TVAE0(H.-%6%I.E`:54"M$]F88HO)DU'AYRR'W&.A)1,:6+T"I"`ENKD M"`Z="8B>>1/>-,HK.\D3#R;4*.4`#4X`8!ZF_$Z5 MV?J=4GTB$*T>9`!1VA,#9SO()+FG! &[/U"```[ ` end GRAPHIC 32 d23247d2324713.gif GRAPHIC begin 644 d23247d2324713.gif M1TE&.#EAC@"@`,0``("`@,#`P$!`0/#P\#`P,.#@X&!@8*"@H'!P<%!04-#0 MT+"PL)"0D"`@(````!`0$/___P`````````````````````````````````` M`````````````````````````"'Y!```````+`````".`*````7_("2.9&F> M:*JN;.N^<"S/=&W?>*[O?.^[BX1`@$`<"`$=`/EK.D\(QP(R,`@&CF0.JWUZ M?P4'@&2`9`.*4:"K*+#=(_=`E*4&"M]\#E`O.1H"60,$#$0%#0\$#PB'B8L0 M!PD)#WA9!01'>IHU?'-^4P0`!0(0"*1+$`"G!*E78GQC9P\*"WB;MR]\72-U M`F-!0ZW"JJT!#VMW9@&##@BXSRUA92-IO0`!#@/$VZ?=V&D0#,H%!0P/XM#I M*`QBY``&6*`([$<-"U:EK/@(K`T-J@NX!!B3`)VZ@R0"F#)P`!*`:P\5&$`0 M(,&"AP@)QU81`BPG<+L@`9",SZTN)=WC%$-"@CE1V*`[A<&:N*E2G$`@I>H&1P% M\-SXBCD)#E7<5>5FKAU;O<-8@`D`O[8E[J5?D1F&I*EMF:B?<4#X/H MA&,+?OJD;SB`QV&V"1>A4',3,(^HA]QK%.+5_W<)>!XGVI$2X,#E+)]0`,0G M;.X$`P04;+-\$+A5K0JQ\;AK9J:0<`"H)1"KAM4VF_6%&W@,$+2VD2J/@JT* MEX#Z"5?$CCQZF/QT1,&)I4`R"M=H?\L@OJ=S!-VEP%C"ZRAD9#XN'I6T?@N_ MI=IZA6W"_4S]Z@#0>F!W`OF=P'@1@P8`GU$<^Y2L!,S"WOP4Z#X]W.\XN4'! M1Z#P(=G=0@#I>T)LV+<.XE&#@"30#J>V%S?]Y$$!R;'!Y$Q0.TZ9T(/GDYX7 M!F&T&,0F?@:ZG/\.,L(OC&8/!HI@\59HDDAX040[B*$)-E@"`Z@(A_^KX`Z* MJ(/P50B%N^(1%G$Q"/_;U8!Z/,`3#9^SN3'B8E@_&!T/\F>"_D!0B&[$Q75Z M<(@F!,%@QB-6'L]7PQW,T`>'%($!+M2VXP&E(C8#(Q\SF)`V%XB>T,$RKIJ\,G/%9)F`2I?,'_RFQK%$$QOX*75BKP@?;IH1<8DD*# M2$247%F8#,29P\+$'[ACPR3'#BY,CP9Q!(7,P3,""BR3*X@ MD'?]V\0E'D-).R9P-U3,"39Q(<=AZO.@FOGF"VJ9#C1>8@0Q8Z$Z**H"^"'_ M9):Y`X=LU)D.*^I%BZY$QS.C!5'-A)(%)BU)&:,VAS&U-"^Y5,$_H1$^>3F# MI!5EGT=C8A$(7!1F-\T+/U?P4I/0,0&Y2BI7FDH^Z&FM#,\,#U"A,=04-/(G M^HK7`K8*C9VB,R\#?0E2-'H0(4HP+P\9Q2C(ZDKHD=.?#KH$71FZT%OFI2_# M$P!5=S/&O>9A'O_H)6_&.$S-#$(2OMA/5S=CU9*PYP$/8&M;"U39DJCM;>IQ MJZ@ZNR)W:58=HAV!,HW#CM.F([6[(FU)(KL?CHY6LF;$"6Q3(5L0S9:SOMW/ M;E<;7-X,M[?%?6V!W)E`W04* M,+VJS?"6E067-.^*=MM/]3XCC]@MR>L*):#'+-*V.$DO=V,BK.N\J"/(6M84 MT#8F!62'N1_,[5)GVR$'4>D:$T&%GB9AF@>9!+^8HRXB(W>%OQ"!&+Y`548Z M8M9-'`I_)=;$(5X2B@;,(P%TFDQ?UJ*C"?6M).-S`3O=>PL,GT"5S"R4:^Q2 M!*B&4Y(=3?$SC"(_4ES)8]Y%L`EV;+\$[)$44?G2:WYRSQ;L,B;#2L)07@?" MW)HXH-]1LJIT9)>V_;E*"JJ8B(2;Z+*B'_W!W,&'TYI0+`T$342\ M,`4G=,3!1>L<1Y3.0(VLYMX<$QWK&Y#:!O"L]0V@Z(.BZKI7M(9,L'^M8^2N M!]3$3J4)>[#'9+N`BT]PH;-3\)M)HT>'TSX@G7\`[6R3P=5-N*"W15`72*.9 MV`*$1KFS+>[_G9O5[5;@N]T;;_5IFL?TCT0CM:*-Y?,?CZ(=2">W&$E;#<` M:,#`@WL$43RJY18'$=9.OJ*4<^?7:P&A.@`#G)A75T)TXG@/J$*GC)OW'@AS M51,V%-*`T?@\UDU94RUPP")5N%CHXWX3C">CEF10>PT/\9(OE)[U&H!])$-( ..N]J'\)"Q/KWLTPX!`#L_ ` end GRAPHIC 33 d23247d2324714.gif GRAPHIC begin 644 d23247d2324714.gif M1TE&.#EAC@"A`,0``("`@,#`P$!`0#`P,/#P\*"@H-#0T.#@X&!@8%!04'!P M<)"0D+"PL"`@(````!`0$/___P`````````````````````````````````` M`````````````````````````"'Y!```````+`````".`*$```7_("2.9&F> M:*JN;.N^<"S/=&W?>*[O?.]#A(`P0'@Q"K("8$$B``"%0^)'S3D=",5CR@H, M!"U#<^`(C`H.L+3*M@7*$(8#R0*`5X;[2/#0-QP`;8(U;V9O"H@"!099"6*, M"%\!B@$)2'D#"0<##8%[``X'$`$(`H%:$`4/`P`/9H.P)F\+#`,#!K8%`:X0 M"0T0#68)8*80I@0/8@\,=B4"!EB]>8%O(@NK8K':(V\(4$7%U:.`#B+-Q:9> M),TD`J1EQ-3E(@(#V_=`<)_CHA#D1><""4CPI@B$`^SV!#C@8(XQ>6(V.6"" M+Q8!!PS:!4(6B,$#ADPB&4-`X`M#@@B8_S4@8-"8&02_@$TIY+)5OXJ"$C@8 M\&H7SS@/%-R"L*"A)#0-$A!4]2#0@3X&"PA`<"``$@4"%&%5L$#``08#<8H= M2[:LV;,^\F1=R[:MV[=PX\IMFPVMW;MX\^K=R[>OW[^``PL>3+BPX<.($RM> MS+BQX\>0([,),J2RD):28QE@-NR+J2<`2H&V4V\@E+J9=1!@@'6`MX4H`G@R M437T%P4,,*>&<:#K``5$6LANL5JH@`4W=ZOHG;2`[BZS71PHD&``:S!JX#QS^07<9:2WX:13_,/EZ>B8?Z.^?L7A`7`? M#?SA4-\KA^5!TO\/!>8@A2:&`1!,%0WJ4`M%@6T2'8,;]D``5@/:%1Z"%';H M`P,-C,<7`@F$N)^)/A`@@`)[E00CA[&`B!?CC54H659X+N)XCXS_X4-E14A.]E-%>51)19>3/8,/D4YJ0R8;4FI3 MTI)J0CD(D6+J,$"/7,KIXP!UWN!-66L*L@`"@U!G5J""((`A%9OTR0:B;;S) MQI>`ZJD9GU0\@1:D@M+HPR9V<2J(.SZ0NJFEVC3*0P&$AHJJ-IJJAJFK>#60 MY@RQTGI7)5;8@Y>HL)AJ`Q1Y`>NC'C24I)>Q@PB+:Y8L$,!B2FTP>R3_LC*L M%,.?TS$S70%*&*`$<@`PP,`""\BV67>OXN,5#4K(8"HCD]PY1R02+F&*4"4M MPNY>#+0JPP"WJO!G*B1EY<\D[DS5U1-@"/6"M8/,"H,!7,1`@%(*8%QN2HH, MDP4#2B'`HA"O4BSHHBXH`*V=+X=7L"SMXJ-L#+[6L+$"CI000%T$$5@S/A"^ MP`@.[CQQKFSFHDN4.PL,K;(@!7C:,IXS9)6B-_HJ$(D24#1@]<1#7QF3"SG; MX(Y4``00]6>?@?91#%/G-#,):_27`,\!N`R64@`DL(!2@RK@:-UM%,!R"@N\ MO&O9]^3-0M$[#!?:`0H`X+4;D-^3M@J?&\A*_RT+#4`=G/_ZA0#J(TBN0TJ@ M66+R0&/3W?DVBK,0+P_U)&7N*2G5#@/B;1R]0MMI19'%`030TC$AMV\3N@D" M.(H3\6U@>\+T.K1=G0'"RQ>]-JNOH/V+8E0/[@W8LX%\"L;[@+Q'!DS"_OBQ MY)Y"^^:\`J[KZ,$?+)"D/Q_TC12&6Q_G`!._$[SO![H0`4)PP+\JG&\$#^Q+ M!:EPP?X!9H,_Z"`$,L@7$);*8*S3U5_.=@(1WH49@1%A^?X"G,!PSX-_N6%> M1$A"O7F:+UM`)`&51&%$.K' M$A$LA`!B0"+.ZB!*M,CQ!DH@$0-()"ZDL6")>K&CZ$KPA"(00!1T5`$I6'!) MNQ@2!G?`F'5RP8<\W*!Q+?AE17JI-A&P*AAA`XXQ;2#+%/0L+TZK7#"JDX"F M$.X!C-16#7YY2K1<4P?U$\(!#&``4(KB`'<+0\96P,RRL'`'"$$">$:1+D#& M`)EHJZ0@R*B#S(G!#E<,7"F!&<\1N`PO`.U!`<3F-G?,3I`ON)D+,(:72?+_ M0$:=L%7?!'"$."YN!>)$BS)CP!5/J(%%&'7!NV`04;,0%)UU$4,G;W!%&8`* M+37U"[%D<,ZR>+0O*R7!+L]RS[Y4K0:V.E0DF=A0%)AQ+.4*S%+'*=`>5"^& M54W!57&2U+%LU091%4O?;!A6%00,J_[$"ZMVX*Q[?-4O!$@I#G"!$XWVA2L] MR-4V6/,7OGJ(8/C`30[#B)ZRYL!B>Q%L8*M(G%R:U;$PH-0@8.G#M%;A`'IM M0PWY0M+-0G92?YWB#P8UB!_NQ5#D4^T..+NKTP["$FU`P$+)0B>;F8X-33U+ MFWSK.!S49#FEV!=GDZC+;VY0"EV"\$;MH&#->5,1YN;U"+ ME^'=8-@ZW%DP!+.BX<8T3SR#'*@"Q&;AQH#/-;GA<`[ZAF/LA&&\#?BP#;Y8 M'6KY6&.LJ<=KVEJ5!;2&D34^\@DV$[C29(5K3RA%5KZ0`"BT6,HY2. -----END PRIVACY-ENHANCED MESSAGE-----

EX-32.2

exv32w2