DREYER'S GRAND ICE CREAM HOLDINGS, INC.
CODE OF BUSINESS CONDUCT AND ETHICS

Following the spate of corporate scandals involving companies such as Enron, Arthur Anderson, World Com and many others, in 2002 Congress passed and the president approved several new laws and regulations to impose greater accountability and visibility in the operations of public companies such as Dreyer's. Well before these new laws were passed, Dreyer's was committed, and remains committed, to operate as a good corporate citizen, who expects and values ethical and professional conduct by all employees. This commitment is already embodied in the Grooves and how we operate as a company. Nonetheless, as part of our duties under the law applicable to all public companies, we have set forth below the Dreyer's Code of Business Conduct and Ethics (this "Code") to wed those Grooves principles with the statutory obligations designed to achieve the goal of integrity and professional conduct by everyone at Dreyer's in our day to day affairs. Those principles are as follows:

  1. Policy Statement:

The key to complying with any code, including this one, is to exercise good judgment. Consistent with our "You decide" culture, we expect everyone to "do the right thing" and act ethically even when the facts may be less than black and white. In this regard, managers set an example for other employees, and are expected to provide guidance and assist others in resolving questions under this Code or the Grooves. No one here has the ability to order another to act contrary to these core principles.

  1. Compliance with Laws and Regulations:

Dreyer's seeks to comply with both the letter and spirit of the laws and regulations in all countries where we operate. We are all expected to comply with all applicable laws as we conduct our business, as we risk not only personal liability but liability for the entire company if we fail on this mission. For this reason, anyone who violates our Code as well as applicable law is subject to disciplinary action, including possible termination. At the same time, we do not expect anyone to be fully conversant with all applicable laws or regulations. What we do expect is that you seek the guidance of your manager, team members and our Dreyer's Law Group (DLG) as any questions or issues arise. We're all in this together, and we will provide whatever support and explanation is needed, but it all starts with you.

  1. Full, Fair, Accurate, Timely and Understandable Disclosure:

All public companies, including Dreyer's, are required to file with the Securities and Exchange Commission ("SEC") reports and other communications that must be full, fair, accurate, timely and understandable. To the extent you are providing information used in such reports and communications, you are required to provide prompt and accurate information at all times. Our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") are responsible for designing, establishing, maintaining, reviewing and evaluating on a quarterly basis the effectiveness of Dreyer's disclosure controls and procedures (as defined by applicable SEC rules). Our CEO, CFO, controller and other officers designated from time to time by the Audit Committee of the Board of Directors (which are referred to as our "Senior Officers") are responsible for taking all steps necessary or advisable to ensure that all disclosure in reports and documents filed with or submitted to the SEC, and all disclosure in other public communication made by Dreyer's, is full, fair, accurate, timely and understandable. Our Senior Officers are also responsible for establishing and maintaining adequate internal controls over financial reporting 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. Senior Officers will take all necessary steps to ensure compliance with established accounting procedures, generally accepted accounting principles and Dreyer's system of internal controls. In addition, Senior Officers will ensure that Dreyer's makes and keeps books, records, and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Dreyer's. Because of these significant responsibilities of the Senior Officers, any attempt to enter inaccurate or fraudulent information into our accounting system will not be tolerated and will result in disciplinary action, up to and including termination of employment.

  1. Special Ethics Obligations For Employees With Financial Reporting Responsibilities:

Senior Officers each bear a special responsibility for promoting integrity throughout Dreyer's. Furthermore, Senior Officers have a responsibility to foster a culture throughout Dreyer's as a whole that ensures the fair and timely reporting of Dreyer's results of operation and financial condition and other financial information. Because of this special role, Senior Officers are bound by the following Financial Officer Code of Ethics, and each agrees that he or she will:

 

  1. Insider Trading:

No one at Dreyer's should ever buy, sell or otherwise trade securities on the basis of confidential information acquired during your employment with Dreyer's. This has always been the law as well as the rule at Dreyer's and remains so today. Any person who possesses material non-public information about Dreyer's or a business partner may not trade on this information until the information becomes available generally to the public. Generally, ‘material non-public information' is information that would be expected to affect the investment decisions of a reasonable investor or the market price of the stock. This prohibition applies not only to Dreyer's stock, but also to stock of other public companies, such as existing or future customers, suppliers or other business partners. For the same reasons, it is illegal to not only trade yourself, but to provide any such material non-public information to others, who themselves may be exposed to civil or criminal liability for trading upon such ‘insider' information. Officers, directors and finance personnel are subject to additional responsibilities with reference to stock trading, which are posted and updated on our ScoopNet website. If you have a question concerning any securities transaction or otherwise concerning these matters, please contact our DLG or People Support group.

  1. Conflicts of Interest and Corporate Opportunities:

Each employee at Dreyer's must avoid any situation in which his or her personal interests conflict, or appear to conflict, with Dreyer's interests, because each of us owes a duty to Dreyer's not to compromise Dreyer's legitimate interests to advance our individual interests. Stated differently, no person may take for his or her personal benefit opportunities discovered in the course of employment that would otherwise benefit Dreyer's. Examples of such actual or potential conflicts include:

 

  1. Confidentiality:

Any confidential information concerning Dreyer's is the property of Dreyer's and must be protected from disclosure or use by others. Confidential information includes any non-public information that could be used by our competitors, or is otherwise harmful to Dreyer's or our customers or business partners, if disclosed. Examples include, but are not limited to, product formulas and specifications, customer information, information about financial performance, new marketing and business plans, manufacturing processes, information about potential acquisitions, divestitures and investments, significant changes in personnel or policies, and new or revised major contracts, orders, suppliers, financial gains or losses. This obligation extends beyond the workplace, and applies even after any person's employment with Dreyer's ends.

  1. Reporting Potential Violations of Company Policies or Financial Irregularity:

Each of us is obligated to promptly report any actual or suspected violation of this Code to your immediate manager, or our Chief Compliance Officer (Mark LeHocky) or Assistant Compliance Officer (Vicki Randall) as they arise. Specifically:

 

  1. Compliance Procedures:

In order to implement this Code, each one of us must champion these principles and assist others in knowing and understanding it. Hence, while our CEO is responsible for ensuring that this Code is established and effectively communicated to all employees, officers and directors, each of us is expected to become familiar with its requirements and seek advice or answers for any parts that are unclear. Our two Compliance Officers (Mark LeHocky and Vicki Randall) are your resources, along with your direct manager, to provide such guidance and help. This Code is and will be maintained on Dreyer's website and should also be distributed to all new employees.

  1. Employee Screening:

To protect our company as well as our shareholders, Dreyer's is also committed to exercising due diligence when hiring and promoting employees, particularly when hiring for any position involving the exercise of substantial discretionary authority, such as a member of our executive team or a member of our finance group. In accordance with applicable law and good business practice, Dreyer's will make reasonable inquiries into the background of each individual who is a candidate for such a position.

  1. Internal Investigations:

When an alleged violation of this Code is reported, Dreyer's will take prompt and appropriate action. Managers and supervisors, as well as senior executives of Dreyer's, who are informed of such suspected violations must promptly notify our Compliance Officers, regardless of who is involved. Our Compliance Officers will then assess the situation, determine the appropriate course of action, including notifying the Chair of the Audit Committee as appropriate.

  1. Disciplinary Action:

Our Chief Compliance Officer, after consulting with our Chief People Support Officer (Andy Euser), is responsible for implementing the appropriate disciplinary action in accordance with our company practices. Under the federal sentencing guidelines applicable to all public companies, any employee engaged in the exercise of substantial discretionary authority, including any senior officer, who is found to have engaged in a violation of law or unethical conduct in connection with the performance of his or her duties for Dreyer's, shall be removed from his or her position and not assigned to any other position involving the exercise of substantial discretionary authority. The same or similar penalties will be imposed upon any manager or supervisor who directs or approves of an employee's improper actions or who knowingly fails to report them.

  1. Required Government Reporting and Retention of Complaints:

Under these new corporate governance laws, all reports and complaints received by the Compliance Officers and/or the Audit Committee Chair shall be logged and preserved for five (5) years, and will be reported to government agencies as appropriate. As well, the Audit Committee will determine appropriate remedial or corrective action for any violation reported to the Audit Committee, including potential public disclosure, modifying any existing policy or procedure, improving monitoring or other actions deemed appropriate.