X0303 4 2009-11-19 0000931336 DEAN FOODS CO DF 0001033927 ENGLES GREGG L 2515 MCKINNEY AVENUE, SUITE 1200 DALLAS TX 75201 1 1 0 0 Chairman of the Board and Common Stock 2009-11-19 4 J 1 208573 D 3002641 D Common Stock 2009-11-20 4 J 1 206245 D 2796396 D Common Stock 2009-11-23 4 J 1 204084 D 2592312 D Forward Sale Contract (obligation to sell) 2009-11-19 4 J 1 208573 0 D 2009-11-19 2009-11-19 Common Stock 950000 0 D Forward Sale Contract (obligation to sell) 2009-11-20 4 J 1 206245 0 D 2009-11-20 2009-11-20 Common Stock 950000 0 D Forward Sale Contract (obligation to sell) 2009-11-23 4 J 1 204084 0 D 2009-11-23 2009-11-23 Common Stock 950000 0 D On November 19, 20 and 23rd, 2009, the reporting person's settlement obligations became fixed under the first three of the four respective components of the prepaid variable forward sale contract that was entered into on November 21, 2008, by the reporting person with an unaffiliated third party buyer. The contract obligated the reporting person to deliver to the buyer up to 950,000 shares of Dean Foods common stock (or, at the reporting person's election, an equivalent amount of cash) ratably based on the market price of Dean Foods common stock over a four-day period consisting of November 19, 20, 23 and 24 (each a "Valuation Date"). In exchange for assuming this obligation, the reporting person received a cash payment of $11,138,568 as of the date of entering into the contract. The reporting person pledged 950,000 shares of Dean Foods common stock (the "Pledged Shares") to secure his obligations under the contract, [CONTINUED ON NEXT FOOTNOTE] and retained dividend and voting rights in the Pledged Shares during the term of the pledge. The contract provided that the number of shares of Dean Foods common stock to be delivered by the reporting person to the buyer at maturity with respect to each Valuation Date would be determined as follows: (a) if the closing price of Dean Foods common stock on a Valuation Date (each, a "Settlement Price") is less than or equal to $13.9981 (the "Initial Share Price"), the reporting person will deliver to the buyer all of the Pledged Shares allocable to such date; (b) if the Settlement Price is greater than the Initial Share Price but less than or equal to $18.8974 (the "Cap Price"), the reporting person will deliver to the buyer a number of shares of Dean Foods common stock equal to the product of (x) the Pledged Shares allocable to such date times (y) the Initial Share Price divided by the Settlement Price; [CONTINUED ON NEXT FOOTNOTE] and (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the buyer a number of shares of Dean Foods common stock equal to the product of (x) the Pledged Shares allocable to such date times (y) the quotient of (i) the Initial Share Price + (Settlement Price minus Cap Price), divided by (ii) the Settlement Price. On November 19, 2009, the Settlement Price was $15.94. On November 20, 2009, the Settlement Price was $16.12. On November 23, 2009, the Settlement Price was $16.29. Accordingly the reporting person delivered to the buyer an aggregate of 618,902 shares of Dean Foods common stock with respect to the first three Valuation Dates set forth above. Katherine K. Connell, Attorney In Fact 2009-11-23