Corporate Governance

Dean Foods Company

         Board of Directors

         Executive Management

         Principles

Gregg L. Engles

Chairman of the Board and Chief Executive Officer, Dean Foods Company

Engles was elected to the Board of Directors in October 1994. He served as Chairman of the Board of Directors and Chief Executive Officer from October 1994 to December 2001. He served as Chief Executive Officer and Vice Chairman of the Board from December 2001 to April 2002, when he resumed the Chairman's role upon Howard Dean's retirement. Prior to the formation of the current Dean Foods, Engles served as Chairman of the Board and Chief Executive Officer of certain predecessor companies.

Tom C. Davis

Managing Partner
Gryphon Special Situations Fund L.P.

Davis was elected to the Board of Directors in March 2001. He has served as Chief Executive Officer of The Concorde Group, a private investment firm, since March 2001. Davis was the managing partner and head of banking and corporate finance for the Southwest division of Credit Suisse First Boston (formerly DLJ) from March 1984 to February 2001.

Stephen L. Green

General Partner
Canaan Capital Partners, L.P.

Green was elected to the Board of Directors in October 1994. He has served as a general partner of Canaan Capital Partners, L.P., the general partner of Canaan Capital Limited Partnership and Canaan Capital Offshore Limited Partnership, C.V., former principal stockholders of our company, since November 1991. From October 1985 until November 1991, Green served as Managing Director of GE Capital's Corporate Finance Group.

Joseph S. Hardin, Jr.

Retired
Former Chief Executive Officer
Kinko's, Inc.

Hardin was elected to the Board of Directors in May 1998 and serves as the company's Lead Director. He served as Chief Executive Officer of Kinko's, Inc. from May 1997 until his retirement in January 2001. From 1986 to April 1997, Hardin held a variety of positions with increasing responsibility at Wal-Mart Stores, Inc., ultimately as an Executive Vice President and as the President and Chief Executive Officer of SAM's Club, the wholesale division of Wal-Mart Stores, Inc.

Janet Hill

Vice President
Alexander & Associates

Hill was elected to the Board of Directors in December 2001 in connection with Suiza Foods' acquisition of the former Dean Foods Company. She served on the Board of the former Dean Foods from 1997 to December 2001. She is Vice President of Alexander & Associates (a corporate consulting firm) and has served in such capacity since 1981.

Wayne Mailloux

Retired
Senior Vice President Global Sales
PepsiCo, Inc.

Mailloux was elected to the Board of Directors in May 2009. From 1986 to 2004, he served in various roles with PepsiCo, including Senior Vice President Global Sales in Purchase NY, President of Pepsi Cola Europe/Africa in London, and President of Pepsi Cola Canada Beverages in Toronto. Mailloux also served as President, Seven-Up Montreal Bottling, and President, Seven-Up Canada. He also held leadership positions at Grey Advertising, Cadbury Schweppes Powell Canada, Fromageries Bel and General Foods.

John R. Muse

Chairman
HM Capital Partners LLC

Muse was elected to the Board of Directors in November 1997. Prior to the formation of Hicks, Muse, Tate & Furst in 1989, he headed the investment/merchant banking activities of Prudential Securities for the southwest region of the United States from 1984 to 1989. Muse was a member of the Board of Directors of The Morningstar Group Inc. prior to acquisition of that company in November 1997.

Hector M. Nevares

Managing Partner
Suiza Realty SE

Nevares was elected to the Board of Directors in 1994. He was President of Suiza Dairy (Puerto Rico) from June 1983 until September 1996, having served in additional executive capacities at Suiza Dairy (Puerto Rico) since June 1974. He served as a consultant for Suiza Foods from March 1998 until April 2000.

Jim L. Turner

Principal
JLT Beverages

Turner was elected to the Board of Directors in November 1997. He currently serves as Principal of JLT Beverages. Prior to this role, he served as the Chairman, President and Chief Executive Officer of Dr Pepper Bottling Holdings, Inc. and Dr Pepper Bottling Company of Texas since 1985. Turner was a member of the Board of Directors of The Morningstar Group Inc., prior to acquisition of that company in November 1997.

Doreen Wright

Retired
Chief Information Officer
Campbell Soup Company

Wright was elected to the Board of Directors in May 2009. From 2001 to 2008, she served as Chief Information Officer at Campbell Soup Company. Prior to joining Campbell, she served as Executive Vice President and Chief Information Officer at Nabisco. She also has held leadership positions in operations and information technology in the financial services industry including Prudential, Bankers Trust Company and Merrill Lynch.

 

Gregg L. Engles

Chairman of the Board and Chief Executive Officer

Gregg Engles is Chairman and Chief Executive Officer of Dean Foods Company (NYSE: DF), one of the nation's leading food and beverage companies with reported revenues of more than $11 billion in 2007. Engles is considered to be the primary architect in the consolidation of the fragmented dairy industry and is responsible for transforming Dean Foods into the largest processor and distributor of milk in the United States. A lawyer by training, Engles chose never to practice law but instead decided to pursue entrepreneurship. His first significant endeavor was the purchase of Reddy Ice Group, a producer of packaged ice. This ultimately led him into the dairy industry and in 1993, Engles and his partners acquired Suiza Dairy in San Juan, Puerto Rico. The company became public in 1996 and five years later, Suiza Foods Corporation acquired Dean Foods Company and officially changed its name to Dean Foods Company. Engles was named Chairman when Howard Dean retired in April 2002. Engles currently serves on the board of directors of a number of charitable and industry organizations, including the Grocery Manufacturers of America, Southern Methodist University Tate Lecture Series, Dallas Citizens Council and TreeHouse Foods. He is also a member of Dartmouth President's Leadership Council, Dallas CEO Roundtable and the Young Presidents Organization. He received his Bachelor's Degree at Dartmouth College and his law degree at Yale University.

Joseph E. Scalzo

Chief Operating Officer, Dean Foods

Scalzo joined WhiteWave Foods Company as President and CEO of WhiteWave Foods in October 2005, and became President and CEO of WhiteWave Foods Company and Morningstar Foods Company in February 2008. He was promoted to Chief Operating Officer of Dean Foods Company effective November 1, 2009. Prior to joining us, Scalzo served in various executive roles at The Gillette Company, including Group President, Personal Care and Global Value Chain, and President, Personal Care products. Before joining Gillette, Scalzo served in a number of roles at The Coca Cola Company including Chief Marketing Officer for the Minute Maid Division; Vice-President, Global Core Brand Development, Carbonated Beverages; and Vice President and Managing Director, U.S. Refrigerated Products. He began his career at Procter & Gamble where he held numerous positions in marketing and product supply.

Jack F. Callahan, Jr.

Executive Vice President and Chief Financial Officer

Callahan joined Dean Foods in 2006 as Executive Vice President and Chief Financial Officer. From 1996 to 2006, he held a number of positions with PepsiCo and Frito Lay, including Senior Vice President of Corporate Strategy and Development for PepsiCo and Chief Financial Officer for Frito Lay International. Before joining PepsiCo, he held various positions at General Electric and McKinsey & Company.

Kelly Duffin-Maxwell

Executive Vice President, Research & Development

Duffin-Maxwell joined Dean Foods in 2008 as Executive Vice President, Research & Development. She brings 20 years of experience from Kraft Foods, most recently as Senior Vice President, Breakthrough Innovation, where she created original platforms to accelerate the growth of Kraft Foods. She has worked throughout the Kraft organization including in the Cheese, Convenient Meals and Grocery categories, as well as serving as Director, Basic Flavor and Ingredient Research for North America. She also worked in Germany for seven years, where she led R&D efforts on some of Europe's leading chocolate brands including Milka and Toblerone.

Steven J. Kemps

Executive Vice President, General Counsel and Corporate Secretary

Kemps has full responsibility for the day-to-day management of the legal department. Kemps joined Dean Foods Company in February 2006 as Senior Vice President and Deputy General Counsel and became Executive Vice President in August 2008. Prior to joining Dean Foods, Kemps held various positions with Kimberly-Clark Corporation from 1997 to 2006. From 1993 to 1997, he was an associate attorney with Dorsey & Whitney, LLP, and from 1991 to 1993, he served as a law clerk to Judge Paul A. Magnuson of the United States District Court, Minnesota.

Harrald F. Kroeker

President, DSD Group

Kroeker is responsible for the company's dairy business, including fluid milk and ice cream. Most recently, Kroeker was Chief Operating Officer of the company's direct store delivery milk business. Kroeker joined Dean Foods in November 2006 as Senior Vice President and Chief Operating Officer. Previously, Kroeker served in multiple executive capacities at Pepsi Bottling Group, most recently as Vice President and General Manager, Great West Business Unit. He also held key leadership roles that included start-up and international acquisition transition operations. Additional management positions at Pepsi Bottling included Senior Vice President of Customer Initiatives, Vice President of Selling and Delivery Operations and Vice President of Operations. In addition to his experience with Pepsi Bottling, Kroeker held leadership positions in sales with Polaroid and Proctor & Gamble.

Gregory A. McKelvey

Executive Vice President, Chief Strategy and Transformation Officer

McKelvey is responsible for the Company's strategic planning process. McKelvey joined Dean Foods in 2005 as Senior Vice President, WhiteWave Strategy and Marketing Services after a long-term engagement with the company as a strategy consultant from Bain & Company.

Paul T. Moskowitz

Executive Vice President, Human Resources

Moskowitz joined Dean Foods in June 2007 as Executive Vice President, Human Resources. Prior to this role, he served as Chief People Officer for Pizza Hut, a division of Yum! Brands. In addition to his tenure at Pizza Hut, Moskowitz served in various Human Resources roles with Yum! Brands, Darden Restaurants, Brinker International and Towers Perrin.

Gregg A. Tanner

Executive Vice President and Chief Supply Chain Officer

Tanner joined Dean Foods in November 2007 as Executive Vice President and Chief Supply Chain Officer. Before joining our company, he served as Senior Vice President, Global Operations, at The Hershey Company. Prior to his role at Hershey, he worked as Senior Vice President, Retail Supply Chain at ConAgra Foods as well as various positions at the Quaker Oats Company and Ralston Purina.

Deborah B. Carosella

Senior Vice President, Innovation

Carosella joined Dean Foods in April 2007 as Senior Vice President, Innovation. Prior to joining Dean Foods, Carosella worked at ConAgra Foods as Vice President, Strategic Marketing and Innovation. In addition to her food industry experience, she worked in the biotechnology and nutrition arenas where she oversaw business development for new product platforms at Monsanto Company. Carosella's experience also includes extensive advertising agency and consulting work for companies including J. Walter Thompson, Anheuser-Busch, Eagle Snacks, Nestle Confections, Kraft and M&M Mars.

Principles

The Board of Directors (the "Board") of Dean Foods Company (the "Company"), acting on the recommendation of its Governance Committee, has developed and adopted certain corporate governance principles (the "Guidelines") establishing a common set of expectations to assist the Board and its committees in performing their duties in compliance with applicable requirements. In recognition of the continuing discussions about corporate governance, the Board will review and, if appropriate, revise these Guidelines from time to time.

Mission Statement

The Company's primary objective is to maximize long-term stockholder value, while adhering to the laws of the jurisdictions in which it operates and at all times observing the highest ethical standards.

Director Responsibilities

The responsibilities of the Board of Directors of the Company are to:

1.     Represent the interests of the Company's shareholders in maintaining and enhancing the success of the Company's business, including optimizing long-term returns to increase shareholder value.

2.     Select and evaluate a well-qualified Chief Executive Officer ("CEO") of high integrity, and approve other members of the senior management team.

3.     Oversee and interact with senior management with respect to key aspects of the business including strategic planning, management development and succession, operating performance, and shareholder returns.

4.     Provide general advice and counsel to the CEO and senior executives.

5.     Adopt and oversee compliance with the Company's Code of Ethics. Promptly disclose any waivers of the Code of Ethics for Directors or executive officers.

6.     Formally evaluate the performance of the CEO and senior management each year in executive sessions.

Board Function

1.     The Board will elect a Lead Director at each regular May meeting. The Lead Director, who must be an independent director (as defined in paragraph D4), will (1) call all Board meetings, (2) approve the schedule of and agenda for all Board meetings, (3) preside at executive sessions of the Board, and (4) act as a liaison between the non-employee members of the Board and the CEO.

2.     The Chairman of the Board and Chief Executive Officer will suggest the schedule of and agenda for Board meetings, with the Lead Director having final approval of both the schedule and the agendas. Any member of the Board of Directors may request that an item be included on an agenda, and Directors are encouraged to provide suggestions for agenda items that are aligned with the advisory and monitoring functions of the Board.

3.     Board materials related to agenda items will be provided to Board members sufficiently in advance of meetings to allow Directors to prepare for discussion. Directors should review all materials in advance.

4.     Executive officers and other members of senior management who report directly to the CEO should attend Board meetings at the invitation of the Board. The Board encourages such executive officers and senior management to make presentations, or to include in discussions at Board meetings managers and other employees who (1) can provide insight into the matters being discussed because of their functional expertise and/or personal involvement in such matters and/or (2) are individuals with high potential whom such executive officers and senior management believe the Directors should have the opportunity to meet and evaluate.

5.     Non-employee Directors should meet in executive session at the end of each regularly scheduled Board meeting to consider other issues that they may determine from time to time, without the presence of any member of management. Such executive sessions shall be chaired by the Lead Director, who shall set the agenda for such meetings, facilitate discussions and discuss results or requests from such executive sessions with the CEO.

6.     All Board members are expected to regularly attend all Board meetings and to attend the Company's Annual Meeting of Shareholders unless an emergency prevents them from doing so.

Director Qualification Standards

1.     The Governance Committee, with the input of the CEO, is responsible for recommending to the Board (1) nominees for Board membership to fill vacancies or newly created positions and (2) the persons to be nominated by the Board for election at the Company's Annual Meeting of Shareholders.

2.     In connection with the selection and nomination process, the Governance Committee shall review the desired experience, skills and other qualities to assure appropriate Board composition, taking into account the current Board members and the specific needs of the Company and the Board. The Board will generally look for individuals who have displayed high ethical standards, integrity, sound business judgment and a willingness to devote adequate time to Board duties. This process is designed to ensure that the Board includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to the business of the Company.

3.     Independent directors must comprise a majority of the Board.

4.     An "independent director" is one who the Board affirmatively determines meets all requirements for independence as set forth in the rules of the Securities and Exchange Commission or the New York Stock Exchange. In making a determination regarding a proposed director's independence, the Board shall consider all relevant facts and circumstances, including the director's commercial, economic, charitable and familial relationships, and such other criteria as the Board may determine from time to time.

5.     Directors are encouraged to own stock of the Company. As a general rule, each Director is expected, over time, to own Company stock having a value of at least three times the Director's annual retainer paid for service on the Board.

6.     A Director may not stand for reelection after reaching the age of 70, but need not resign until the end of his or her term. The Board may, however, upon evaluation of a Director that has reached 70 years of age, in its discretion, ask such Director to remain on the Board for one additional term in extraordinary circumstances if the Board believes that such Director will continue to make significant contributions to the work of the Board.

7.     The number of boards on which a Director may sit will be reviewed on a case- by-case basis by the Governance Committee. However, as a general rule, each independent Director should not hold more than three directorships of public companies other than the Company. The CEO should not be a member on more than two Boards of other public companies, and the Company's other executive officers should not be members of more than one other Board of a public company. A Director should notify the Secretary prior to accepting a new position on another Board in order that the Secretary may examine the relationship for a potential conflict of interest. Each Director must review any potential outside public company board service with the CEO and obtain the approval of the Governance Committee before accepting the appointment.

8.     The Board has not established term limits for Directors. Although term limits can promote the inclusion on the Board of people with diverse perspectives, the process for solicitation of Directors described above is intended to achieve the same result. Moreover, term limits have the disadvantage of causing the Company to lose the contributions of Directors who have been able to develop over a period of time, valuable insight into the Company and its operations, thereby increasing their contributions to the Company.

9.     An incumbent Director who fails to receive a majority of the votes cast in an election that is not a Contested Election (as defined below) and who has tendered his or her resignation pursuant to the Bylaws shall remain active and engaged in Board activities while the Governance Committee and the Board decide whether to accept or reject such resignation, or whether other action should be taken; provided, however, it is expected that such incumbent Director shall not participate in any proceedings by the Governance Committee or the Board regarding whether to accept or reject such Director's resignation, or whether to take other action with respect to such Director.

Voting For Directors

In accordance with the Bylaws, each Director is elected by the vote of the majority of votes cast (which means the number of votes cast "for" a Director's election exceeds the number of votes cast "against" that Director's election) with respect to that Director's election at any meeting for the election of Directors at which a quorum is present, provided that if, as of the tenth (10th) day preceding the date the Company first mails its notice of meeting for such meeting to the Company's stockholders, the number of nominees exceeds the number of Directors to be elected (a "Contested Election"), the Directors shall be elected by the vote of a plurality of the votes cast.

1.     For an election where the majority vote standard applies, the Governance Committee has established procedures under which any incumbent Director who is not elected shall offer to tender his or her resignation to the Board. In the event an incumbent Director fails to receive a majority of the votes cast in an election that is not a Contested Election, the Governance Committee, or such other committee designated by the Board of Directors, shall make a recommendation to the Board of Directors as to whether to accept or reject the resignation of such incumbent Director, or whether other action should be taken. The Board of Directors shall act on the resignation, taking into account the Committee's recommendation, and publicly disclose (by a press release and filing an appropriate disclosure with the Securities and Exchange Commission) its decision regarding the resignation and, if such resignation is rejected, the rationale behind the decision within ninety (90) days following certification of the election results. The Governance Committee in making its recommendation and the Board of Directors in making its decision each may consider any factors and other information that they consider appropriate and relevant.

2.     If the Board accepts a Director's resignation pursuant to this section, or if a nominee for Director is not elected and the nominee is not an incumbent Director, then the Board may fill the resulting vacancy pursuant to the Bylaws.

Board Size

The size of the Board shall generally range from 10 to 15 members. The Board size may be modified as necessary to maximize the effectiveness and efficiency of the Board.

Board Committees

1.     The Board shall at all times have a Governance Committee, an Audit Committee and a Compensation Committee, each comprised solely of independent directors. The Board may also have an Executive Committee and may evaluate and determine the circumstances under which to form new Committees from time to time.

2.     The Governance Committee is responsible, after consultation with the Chairman of the Board and with consideration of the desires of individual Board members, for the assignment of Board members to various committees. It is the sense of the Board that consideration should be given to rotating Committee members periodically, but the Board does not feel that such a rotation should be mandated as a policy since there may be reasons at a given point in time to maintain an individual Director's committee membership for a longer period.

Director Compensation

1.     Non-employee directors shall receive reasonable compensation for their services, as may be determined from time to time by the Board upon recommendation of the Compensation Committee. Compensation for non-employee directors shall be consistent with the market practices of other similarly situated companies but shall not be at a level or in a form that would call into question the Board's objectivity. The Compensation Committee of the Board shall annually review and report to the Board with respect to director compensation and benefits.

2.     Directors who are employees receive no additional pay for serving as Directors.

3.     Directors who are members of the Audit Committee may not receive consulting fees, advisory fees or other compensation from the Company other than the fees they receive for serving on the Board of Directors and its committees.

Director Access to Management and Independent Advisors

1.     Directors have full access to all employees and to information about the Company's operations.

2.     Directors are authorized to retain and consult with independent advisors, as they determine necessary and appropriate.

Director Orientation and Continuing Education

1.     The Board shall implement and maintain an orientation program for newly elected directors.

2.     Directors shall continue educating themselves with respect to general business matters, accounting and finance, leadership, crisis response, industry practices, general management and strategic planning.

Conflicts of Interest and Related Party Transactions

1.     From time to time, an issue being considered by the Board may present, or may give the appearance of presenting, a conflict of interest for a Director. Each Director should take appropriate steps to assure that in each matter considered that the Director is disinterested with respect to that matter, other than the interest of the Company and its stockholders. Any Director faced with any potential conflict should disclose any such potential conflict to the Secretary and the Chairman and should not participate in discussions or votes on such issue unless a majority of the Board determines, after consultation with counsel, that no conflict of interest exists as to such matter.

2.     The Governance Committee is responsible for establishing and maintaining policies and procedures regarding the review, approval and ratification of any related party transactions involving the Company.

Annual Performance Evaluation of the Board

1.     The Board and its Committees will conduct a self-evaluation at least annually to determine whether it and its Committees are functioning effectively.

2.     The Board will also review the Governance Committee's periodic recommendations concerning the performance and effectiveness of the Board and its Committees.