DEAN FOODS COMPANY

CORPORATE GOVERNANCE 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.

A. 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.

B. 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.

C. 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.

D. 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.

E. 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.

F. 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.

G. 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.

H. 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.

I. 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.

J. 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.

K. 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.