The Governance Committee is responsible for considering, developing and making recommendations to the Board of Directors regarding corporate governance principles generally and the appropriate size, function and operation of the Board and its Committees to optimize the effectiveness of the Board of Directors. Specifically, the Governance Committee must (1) establish the criteria for Board membership, (2) consider, recommend and recruit candidates to fill new positions on the Board, (3) review candidates recommended by shareholders, (4) conduct the appropriate and necessary inquiry into the backgrounds and qualifications of possible candidates, and (5) recommend director nominees for approval by the Board of Directors and our shareholders. The Committee also considers possible conflicts of interest of Board members and senior executives, recommends Board Committee members, recommends director development activities and is involved in succession planning for various members of senior management. The Governance Committee operates under a charter and is required to perform annual self-evaluations. The Governance Committee will consider stockholder recommendations submitted in writing.

Governance Committee:

         Joseph S. Hardin, Jr.

         Janet Hill (Chairman)

         P. Eugene Pender

         Jim L. Turner

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

GOVERNANCE COMMITTEE CHARTER

Status

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

Membership

1.      The Governance 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.      One member shall be chosen by the Committee to act as Chair of the Committee.

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

Purpose

The purpose of the Committee is to consider, develop and make recommendations to the Board of Directors regarding corporate governance principles generally and the appropriate size, function and operation of the Board and its committees to optimize the effectiveness of the Board.

Committee Authority and Responsibilities

The specific responsibilities of the Committee include the following:

         establishing the criteria for Board membership;

         considering, recommending and recruiting candidates to fill new positions on the Board;

         reviewing candidates recommended by shareholders;

         conducting the appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates; and

         recommending the Director nominees for approval by the Board and the shareholders.

The Committee's additional functions are:

         to consider questions of possible conflicts of interest of Board members and of our senior executives;

         to monitor and recommend the functions of the various committees of the Board;

         to recommend members of the committees of the Board;

         to make recommendations on the structure of Board meetings;

         to recommend matters for consideration by the Board regarding improvement of the effectiveness of the Board;

         to consider matters of corporate governance and to review, periodically, our Corporate Governance Principles;

         to recommend development activities, including Director orientation, for the Board;

         to review, periodically, our Shareholder Rights Plan;

         to establish Director retirement policies;

         to review the functions of the senior officers and if necessary, to make recommendations on changes to such functions;

         to review periodically with the Chairman and Chief Executive Officer the succession plans relating to positions held by elected corporate officers, and to make recommendations to the Board with respect to the selection of individuals to occupy these positions;

         to retain recruiting or search firms to assist in the selection of director candidates or CEO candidates, to the extent necessary or desirable; and

         to prepare an annual performance evaluation of the Governance Committee.

Meetings

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.