THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Dean Foods Company (DF)

4/11/2006 Proxy Information

Mr. Kirk serves on the Board of Directors of Brinker International and Mrs. Hill serves on the Boards of Directors of Wendy’s International and Sprint Nextel Corporation. We sell products to Brinker International and Wendy’s International and we purchase products and services from Sprint Nextel Corporation, all in the ordinary course of our business. In 2005, Wendy’s International paid approximately $39.4 million and Brinker International paid approximately $9.8 million for purchases of our products. We paid approximately $2.2 million for products and services purchased from Sprint Nextel in 2005. These amounts are not material either to us or to the other party. In addition, we have used the services of Heidrick & Struggles, a large international executive search firm where Mr. Kirk’s wife is a partner. We paid approximately $74,000 to Heidrick & Struggles in 2005, which is not material either to us or to Heidrick & Struggles. Our Board of Directors has determined, considering all relevant facts and circumstances, that these relationships are not material and do not impact Mr. Kirk’s or Mrs. Hill’s status as independent directors, as defined by the rules of the New York Stock Exchange.

In 2005, we made a contribution of approximately $41,000 to Students in Free Enterprise (“SIFE”), a non-profit charitable organization. Mr. Hardin and Mr. Engles both serve on the Board of Directors of SIFE. There are more than 200 people currently serving on the Board of Directors of SIFE. The contribution that we made to SIFE is not material to us or to SIFE. Our Board of Directors has determined, considering all relevant facts and circumstances, that neither our relationship nor Mr. Engles’ relationship with SIFE is material and that Mr. Hardin’s relationship with SIFE does not have a material impact on his relationship with us or with Mr. Engles. Therefore, our Board of Directors has determined that Mr. Hardin is an independent director, as defined by the rules of the New York Stock Exchange.

We lease the land for our Franklin, Massachusetts plant from a partnership owned by Alan Bernon and his family. Our lease payments during 2005 totaled $700,000.

We hold our minority interest in Consolidated Container Company through our subsidiary Franklin Plastics, Inc., in which we own an approximately 99% interest. Alan Bernon and his brother, Peter Bernon, collectively own the remaining less than 1% of Franklin Plastics, Inc.

During 2005, we paid legal fees and expenses of approximately $170,000 to Locke Liddell & Sapp LLP, where Michelle Goolsby’s husband is a partner, for legal services rendered on various matters. We also paid approximately $73,502 during 2005 to Heidrick & Struggles, an executive search firm where Ron Kirk’s wife is a partner.

During 2005, we sold approximately $9.8 million of product (net of rebates) to Brinker International and its subsidiaries (all of which were through distributors). Ron Kirk sits on the Board of Directors of Brinker International. During 2005, we sold approximately $39.0 million of product to Wendy’s International and its subsidiaries (some of which were through distributors). Janet Hill sits on the Board of Wendy’s International. Also, we purchased $2.2 million of goods and services from Sprint Nextel. Janet Hill serves on the Board of Sprint Nextel.

In 2005, we made a charitable contribution of $41,360 to Students in Free Enterprise, a charitable organization with which Joseph Hardin and Gregg Engles are affiliated.

Pete Schenkel’s son and son-in-law are both employed by our Dairy Group. Stephen Schenkel, Pete Schenkel’s son, is the Sales Manager for Schepps Dairy, and received total cash compensation of $129,606 in 2005 (including salary and bonus earned for 2005), in addition to benefits available to all similarly situated employees. In January 2005, he was granted options to purchase 1,500 shares of Dean Foods Company common stock. Craig Roberts, Pete Schenkel’s son-in-law, is General Manager of Oak Farms Dairy,and received total cash compensation of $169,533 in 2005 (including salary and bonus earned for 2005), in addition to benefits available to all similarly situated employees. In January 2005, he was granted options to purchase 1,776 shares (as adjusted for the TreeHouse Foods spin-off) of Dean Foods Company common stock. Options granted to Stephen Schenkel and Craig Roberts have an exercise price of $26.89 and will expire January 2015.

4/22/2005 Proxy Information

Real Property Lease

We lease the land for our Franklin, Massachusetts plant from a partnership owned by Alan Bernon and his family. Our lease payments during 2004 totaled $0.7 million.

Minority Interest in Consolidated Container Holding Company

We hold our minority interest in Consolidated Container Company through our subsidiary Franklin Plastics, Inc., in which we own an approximately 99% interest. Alan Bernon and his brother, Peter Bernon, collectively own the remaining less than 1% of Franklin Plastics, Inc.

Professional Fees

During 2004, we paid legal fees and expenses of (1) approximately $492,141 to Gardere Wynne Sewell LLP, where Ron Kirk was a partner, and approximately $72,000 to Vinson & Elkins, where Mr. Kirk has been a partner since February 2005, and (2) approximately $123,150 to Locke Liddell & Sapp LLP, where Michelle Goolsby’s husband is a partner, for legal services rendered on various matters. We also paid approximately $136,165 during 2004 to Heidrick & Struggles, an executive search firm where Mr. Kirk’s wife is a partner.

Ordinary Course Purchases and Sales

During 2004, we sold approximately $7.8 million of our products to Brinker International and its subsidiaries in the ordinary course of business (all of which were through distributors). Mr. Kirk sits on the Board of Directors of Brinker International. During 2004, we sold approximately $29.0 million of our products to Wendy’s International and its subsidiaries in the ordinary course of business (some of which were through distributors). Ms. Hill sits on the Board of Wendy’s International. Also, we purchased approximately $2.0 million of communications goods and services from Nextel Communications in the ordinary course of business. Ms. Hill serves on the Board of Nextel Communications.

Charitable Contribution

In 2004, we made a charitable contribution of $40,000 to Students in Free Enterprise, a charitable organization with which Mr. Hardin and Mr. Engles are affiliated.

Employment of Family Members

Mr. Schenkel’s son and son-in-law are both employed in the Southwest region of our Dairy Group. Mr. Stephen Schenkel, Mr. Pete Schenkel’s son, is the Sales Manager for Schepps Dairy, and received total cash compensation of $129,606 in 2004 (including salary and bonus earned for 2004), in addition to benefits available to all similarly situated employees. In January 2004, he was granted options to purchase 2,000 shares of Dean Foods Company common stock. Mr. Craig Roberts, Mr. Pete Schenkel’s son-in-law, is General Manager of Oak Farms Dairy, and received total cash compensation of $163,254 in 2004 (including salary and bonus earned for 2004), in addition to benefits available to all similarly situated employees. In January 2004, he was granted options to purchase 2,000 shares of Dean Foods Company common stock. Options granted to Mr. Stephen Schenkel and Mr. Roberts have an exercise price of $31.17 and will expire on January 13, 2014.

4/12/2004 Proxy Information

Hector M. Nevares served as a consultant for Dean Foods Comapny from March 1998 until April 2000.

The law firm in which Mr. Kirk is a partner provides certain services to our company, and we have also used the services of the search firm in which Mr. Kirk’s wife is a partner. Mr. Hardin serves on the Board of a charitable organization to which we have made donations. The amounts for 2003 are disclosed on page 23. Neither the fees that we have paid to Mr. or Mrs. Kirk’s firms, nor the donations we have made to the charity with which Mr. Hardin is affiliated, were in material amounts. Therefore, our Board of Directors has determined, considering all relevant facts and circumstances, that these relationships do not have a material impact on the directors’ relationships with the company or with any of our officers. Therefore, our Board of Directors has determined that both Mr. Kirk and Mr. Hardin meet the “independence” standard of the New York Stock Exchange.

In 2003, the Board of Directors determined that Mr. Nevares was not independent because he served as a consultant for us until 2000. In 2004, the Board found Mr. Nevares to be independent since it has now been more than three years since Mr. Nevares has had any relationship with our company or received any compensation from our company other than as a member of our Board of Directors.

REAL PROPERTY LEASE

We lease the land for our Franklin, Massachusetts plant from a partnership owned by Alan Bernon and his family. Our lease payments during 2003 totaled $0.7 million.

MINORITY INTEREST IN CONSOLIDATED CONTAINER HOLDING COMPANY

We hold our 40% minority interest in Consolidated Container Company through our subsidiary Franklin Plastics, Inc., in which we own an 89.5% interest. Alan Bernon and his brother, Peter Bernon, collectively own the remaining 10.5% of Franklin Plastics, Inc.

PROFESSIONAL FEES

During 2003, we paid legal fees and expenses of (1) approximately $577,886 to Gardere Wynne Sewell LLP, where Ron Kirk is a partner, and (2) approximately $122,908 to Locke Liddell & Sapp LLP, where Michelle Goolsby’s husband is a partner, for legal services rendered on various matters. We also paid approximately $257,124 during 2003 to Heidrick & Struggles, an executive search firm where Mr. Kirk’s wife is a partner.

CHARITABLE CONTRIBUTION

In 2003, we made a charitable contribution of $42,000 to Students in Free Enterprise, a charitable organization with which Mr. Hardin and Mr. Engles are affiliated.

EMPLOYMENT OF FAMILY MEMBERS

Mr. Schenkel’s son and son-in-law are both employed in the Southwest region of our Dairy Group. Mr. Stephen Schenkel, Mr. Pete Schenkel’s son, is the Assistant General Manager for Schepps Dairy, and received total cash compensation of $124,661 in 2003 (including salary, bonus earned for 2003 and a car allowance), in addition to insurance and 401(k) benefits available to all employees. In January 2003, he was granted options to purchase 3,000 shares of Dean Foods Company common stock. Mr. Craig Roberts, Mr. Pete Schenkel’s son-in-law, is General Manager of Oak Farms Dairy, and received total cash compensation of $191,360 in 2003 (including salary, bonus earned for 2003 and a car allowance), in addition to insurance and 401(k) benefits available to all employees. In January 2003, he was granted options to purchase 3,000 shares of Dean Foods Company common stock. Options granted to Mr. Schenkel and Mr. Roberts have an exercise price of $24.7933 and will expire on January 6, 2013.

4/18/2003 Proxy Information

No related party transactions or special relationships reported for this company. Director relationships marked "Outside Related" at this firm will most often be former executives of the company. Additional information regarding these relationships will be added during our regular updates.