Our Compensation Committee is responsible for setting our executive compensation policies and objectives and administering our executive compensation programs. The Compensation Committee evaluates the performance of, and determines compensation for, our Chief Executive Officer. The Committee also determines the compensation for our other executive officers and acts in an advisory role on non-executive employee compensation. The Committee administers our stock option and restricted stock plans and makes final determinations regarding awards of stock options and restricted stock. The Compensation Committee operates under a charter and is required to perform annual self-evaluations.

Compensation Committee:

         Stephen L. Green

         Joseph S. Hardin, Jr. (Chairman)

         John Llewellyn, Jr.

         Hector M. Nevares

All of the members of the Compensation Committee are "independent," as determined by our Board of Directors in accordance with New York Stock Exchange guidelines.



The Compensation Committee is a committee of the Board of Directors of Dean Foods Company (the "Company").


1.      The Compensation Committee (the "Committee") shall consist of at least three and no more than five members, all of whom shall have been found by the Board to constitute Independent Board Members, as defined by the rules of the New York Stock Exchange and the Securities and Exchange Commission.

2.      Members must also qualify as a "disinterested person" (as such term is defined in 16b-3 of the Securities Act of 1934) with regard to any compensation or benefit plan administered by the Committee that is subject to Rule 16b-3 of the Securities Act of 1934.

3.      At least two members shall also qualify as "outside directors" (as such term is defined under Section 162(m) and the regulations thereunder of the IRC) if any award or payment under any compensation or benefit plan administered by the Compensation Committee would be subject to the deduction limitation under Section 162(m) of the IRC.

4.      One member shall be chosen by the Committee or by the Governance Committee to act as Chair of the Committee.

5.      Committee members will be appointed, and may be replaced, by the Board of Directors of the Company.


The purpose of the Committee is to act on behalf of the Board of Directors in setting the Company's executive compensation policies and objectives and administering the Company's executive compensation programs.

Committee Authority and Responsibilities

1.      The Committee shall authorize awards to employees of options, restricted stock units, and restricted shares under stock award and stock option programs.

2.      The Committee shall review and evaluate CEO performance and determine CEO compensation.

3.      The Committee shall obtain recommendations from management and determine base salary and incentive compensation of senior management. In determining the long-term incentive component for the Company's CEO and other executive officers, the Committee may consider, among other things: (i) the Company's performance and relative shareholder return; (ii) value of similar incentive awards to chief executive officers and executive officers at comparable companies; and (iii) the awards given to the Company's CEO and other executive officers in previous years.

4.      The Committee may establish performance goals applicable to one or more executive employees and determine the extent to which such performance goals have been attained.

5.      The Committee may generally advise on the setting of compensation for senior officers whose compensation is not otherwise set by the Committee.

6.      The Committee may amend, modify and terminate the Company's compensation and employee benefit plans, including, without limitation, incentive compensation plans, stock option plans, restricted stock unit plans, restricted stock plans, 401(k) plans, pension plans, health and welfare plans and all other compensation or benefit plans as may be adopted by the Board of Directors.

7.      The Committee may recommend to the Board of Directors the creation of any compensation or employee benefit plan or program for the Company.

8.      The Committee shall publish an annual Executive Compensation Committee Report for inclusion in the Company's proxy statement which complies with the rules and regulations of the Securities and Exchange Commission, the New York Stock Exchange and any other applicable rules and regulations.

9.      The Committee may, in its sole discretion, employ a compensation consultant to assist in the evaluation of the compensation of the Company's CEO or other executive officers. The Committee shall have the sole authority to approve the fees and other retention terms with respect to such a compensation consultant.

10.  The Committee shall prepare an annual performance evaluation of the Compensation Committee.

11.  The Committee may perform such other functions as shall be assigned to it by resolution of the Board of Directors.


1.      The Committee will meet as often as may be deemed necessary or appropriate and at such times and places as the Committee shall determine. Meetings may be called by the Committee Chair, Chairman of the Board or two or more Committee Members. The majority of the members of the Committee shall constitute a quorum.

2.      Complete and accurate minutes will be kept of each meeting and sent to each Committee member and, upon request, to the other Board members who are not on the Committee.