exv10w3



 





Exhibit 10.3




DEAN FOODS COMPANY




EXECUTIVE DEFERRED COMPENSATION PLAN




(As Revised and Restated Effective January 1, 2005)




 









 





DEAN FOODS COMPANY




EXECUTIVE DEFERRED COMPENSATION PLAN




Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE I
	 	DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II
	 	ELIGIBILITY	 	 	3	 
	 
	 	 	 	 	 	 
	ARTICLE III
	 	CREDITS TO ACCOUNT	 	 	3	 
	 
	 	 	 	 	 	 
	ARTICLE IV
	 	BENEFITS	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE V
	 	PAYMENT OF BENEFITS AT TERMINATION	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE VI
	 	IN-SERVICE WITHDRAWALS	 	 	8	 
	 
	 	 	 	 	 	 
	ARTICLE VII
	 	ADMINISTRATION OF THE PLAN	 	 	9	 
	 
	 	 	 	 	 	 
	ARTICLE VIII
	 	CLAIMS REVIEW PROCEDURE	 	 	10	 
	 
	 	 	 	 	 	 
	ARTICLE IX
	 	LIMITATION OF RIGHTS	 	 	12	 
	 
	 	 	 	 	 	 
	ARTICLE X
	 	LIMITATION OF ASSIGNMENT AND PAYMENTS TO LEGALLY INCOMPETENT DISTRIBUTEE	 	 	12	 
	 
	 	 	 	 	 	 
	ARTICLE XI
	 	AMENDMENT TO OR TERMINATION OF THE PLAN	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE XII
	 	GENERAL AND MISCELLANEOUS	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE XIII
	 	DEFERRED COMPENSATION SUBJECT TO CODE SECTION 409A	 	 	14	 






 









 





DEAN FOODS COMPANY



EXECUTIVE DEFERRED COMPENSATION PLAN




PREAMBLE




     WHEREAS, Dean Foods Company (the “Company”), a corporation formed under the laws of the State
of Delaware, established the Suiza Foods Corporation Executive Deferred Compensation Plan (the
“Plan”) effective July 1, 1999, for the exclusive benefit of a select group of management and
highly compensated employees of the Company and its affiliates to provide an additional means by
which such employees may defer funds for their retirement;



     WHEREAS the name of the Plan was later changed to Dean Foods Company Executive Deferred
Compensation Plan to reflect the new name of the Company;



     WHEREAS, the Plan was subsequently amended by Amendments 1-7;



     WHEREAS, the Company desires to restate the plan to add provisions effective January 1, 2005,
related to the application of Section 409A of the Code to the Plan and to make other changes to the
manner in which the Plan is to be administered;



     NOW, THEREFORE, the Company hereby restates the Plan to read as follows, generally effective
January 1, 2005, unless otherwise stated herein:



ARTICLE I




DEFINITIONS




     1.1 “Account” shall mean the individual bookkeeping record established by the Committee
showing the monetary value of the interest in the Plan of each Participant or Beneficiary.



     1.2 “Affiliate” shall mean a member of a controlled group of corporations [as defined in
Section 414(b) of the Code], a group of trades or businesses (whether or not incorporated) which
are under common control [as defined in Section 414(c) of the Code], or an affiliated service group
[as defined in Section 414(m) of the Code] of which the Company is a member; and any entity
otherwise required to be aggregated with the Company pursuant to Section 414(o) of the Code or the
regulations issued thereunder; and any other entity in which the Company has an ownership interest
and to which the Company elects to make participation in the Plan available.



     1.3 “Annual Compensation” shall mean the total amounts paid or accrued by the Company or an
Affiliate to an employee as remuneration for personal services rendered during each Plan Year,
including bonuses and commissions, as reported on the employee’s federal income tax withholding
statement or statements (IRS Form W-2 or its subsequent equivalent), together with any amounts not
includable in such employee’s gross income pursuant to Sections 125 or 402(g) of the Code, and any
amounts deferred by such employee pursuant to Section 3.1



 









 







hereof. The term “Annual Compensation” shall also include any amounts paid as director’s fees
to members of the Board or members of the board of directors of an Affiliate.



     1.4 “Beneficiary” shall mean the Beneficiary designated by each Participant under the 401(k)
Plan; provided, however, that a Participant may designate a different Beneficiary hereunder by
delivering to the Committee a written beneficiary designation, in the form provided by the
Committee, and executed specifically with respect to this Plan.



     1.5 “Board” shall mean the Board of Directors of the Company.



     1.6 “Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to
time, and the rules and regulations promulgated thereunder.



     1.7 “Committee” shall mean the Compensation Committee of the Board.



     1.8 “Company” shall mean Dean Foods Company or its successor or successors.



     1.9 “Company Contribution Account” shall mean the subaccount of each Participant’s Account
showing the monetary value of the Participant’s interest in the Plan which is attributable to
matching or Profit Sharing Credits credited pursuant to Sections 3.2 and 3.3. A separate
subaccount shall be maintained for each Plan Year.



     1.10 “Company Stock” shall mean the common stock of the Company.



     1.11 “Disability” shall mean a physical or mental condition which, in the opinion of the
Committee, prevents a Participant from being able to perform the substantial duties of his
employment with the Company and is expected to be of long duration or to result in death.



     1.12 “Effective Date” shall mean July 1, 1999.



     1.13 “401(k) Plan” shall mean the Dean Foods 401(k) Plan.



     1.14 “Participant” shall mean an individual who has been designated by the Committee as being
eligible to participate in the Plan.



     1.15 “Plan” shall mean the Dean Foods Company Executive Deferred Compensation Plan set forth
in this document, as it may be amended from time to time.



     1.16 “Plan Year” shall mean the twelve month period beginning each January 1 and ending each
December 31, except that the first Plan Year shall commence July 1, 1999 and end December 31, 1999.



     1.17 “Post-2004 Plan” shall mean the Dean Foods Company Post-2004 Executive Deferred
Compensation Plan.



     1.18 “Profit Sharing Credit” shall mean the amount contributed to the Participant’s Account as
a profit sharing credit pursuant to Section 3.3 hereof.



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     1.19 “Trust” shall mean the Dean Foods Company Executive Deferred Compensation Plan Trust.



     1.20 “Valuation Date” shall mean each business day on which the financial markets are open for
trading activity or such other dates as may be established by the Committee.



ARTICLE II




ELIGIBILITY




     Participation in the Plan shall be made available to a select group of individuals, as
determined by the Board or the Committee, who are providing services to the Company or an Affiliate
in key positions of management and responsibility. Participation in the Plan shall also be made
available to members of the Board and any outside directors of subsidiaries of the Company. Such
individuals may elect to participate hereunder by executing a participation agreement in such form
and at such time as the Committee shall require, provided that each participation agreement shall
be executed no later than the day immediately preceding the Plan Year for which an individual
elects to make contributions to the Plan in accordance with the provisions of Section 3.1 hereof.
Notwithstanding the foregoing, in the first year in which an individual becomes eligible to
participate in the Plan, he may elect to participate in the Plan by executing a participation
agreement, in such form as the Committee shall require, within thirty (30) days after the date on
which he is notified by the Committee of his eligibility to participate in the Plan. In such
event, his election to participate in the Plan shall become effective as of the first full payroll
period beginning on or after the Committee’s receipt of his participation agreement. The
determination as to the eligibility of any individual to participate in the Plan shall be in the
sole and absolute discretion of the Committee, whose decision in that regard shall be conclusive
and binding for all purposes hereunder. Notwithstanding the foregoing, no individual shall become
eligible to become a Participant in the Plan after December 31, 2004.



ARTICLE III




CREDITS TO ACCOUNT




     3.1 For any Plan Year, a Participant may, in the manner and at the time prescribed by the
Committee, irrevocably elect to defer a portion of the Annual Compensation otherwise payable to
such Participant with respect to such Plan Year, not to exceed the maximum amount established by
the Committee. Any amount deferred, pursuant to this Article III, from the Annual Compensation
otherwise payable to a Participant shall be transferred to the Trust and credited to the Account of
such Participant as soon as practicable after the date on which such amounts would otherwise have
been paid to the Participant. Notwithstanding the foregoing, no Participant may elect to defer any
portion of Annual Compensation earned after December 31, 2004.



     3.2 The Committee shall credit a matching contribution, calculated as provided in this Section
3.2, to the Company Contribution Account of each Participant who has deferred amounts under the
Plan during any Plan Year pursuant to Section 3.1 above. The matching contribution,



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if any, shall be computed as follows: (i) the Committee shall first compute a maximum
matching contribution for each Participant for a Plan Year, on the salary deferrals made by the
Participant under the 401(k) plan in which the Participant participates, using the formula applied
by such 401(k) plan with respect to the percentage of salary deferrals matched and the maximum
percentage of compensation which is subject to the match, but using the Participant’s Annual
Compensation as defined in this Plan up to the maximum compensation that may be considered on
behalf of a participant under such 401(k) plan (unless otherwise approved by the Board of Directors
of the Company); (ii) the Committee shall then determine the amount of matching contributions made
for the Participant under such 401(k) plan; and (iii) the difference between (i) and (ii), if any,
is the matching contribution to be credited to the Participant’s Company Contribution Account under
the Plan. The Committee shall credit a matching contribution, if any, to the Participant’s Company
Contribution Account as soon as administratively practicable following the end of the Plan Year in
which the 401(k) plan year ends, and the Company shall transfer a similar amount to the Trust as
soon as administratively practicable following such date. A member of the Board or an outside
director of a subsidiary who participates in the Plan is not eligible for matching contributions.
Notwithstanding the foregoing, no matching contribution credits shall be made to the Company
Contribution Account of any Participant with respect to any year after 2004.



     3.3 For each Plan Year, the Committee shall credit each Participant’s Company Contribution
Account with an amount that represents a Profit Sharing Credit. The Profit Sharing Credit shall be
equal in amount to the additional contribution, if any, which would have been allocated as a
non-matching contribution to the Participant’s account in the 401(k) plan in which the Participant
is eligible to participate, if the Participant had not elected to defer, pursuant to this Plan,
Annual Compensation that otherwise would have been paid during the plan year of the 401(k) plan
which ends in the Plan Year. The Committee shall credit the Profit Sharing Credit to the Company
Contribution Account of each Participant entitled thereto as soon as administratively practicable
following the end of the Plan Year. A member of the Board or an outside director of a subsidiary
who participates in the Plan is not eligible for a Profit Sharing Credit. Notwithstanding the
foregoing, no Profit Sharing Credits shall be made to the Company Contribution Account of any
Participant with respect to any year after 2004.



     3.4 At the time of making the deferral elections described in Section 3.1 and at such other
times as is allowed by the Committee, the Participant shall designate, on a form provided by the
Committee, the types of investments, including life insurance policies, in which the Participant’s
Account will be deemed to be invested for purposes of determining the amount of earnings to be
credited to that Account. Such designations may vary by deferral source (i.e., salary or bonus)
and by deferral Plan Year. Any Company Contributions pursuant to Section 3.2 and or 3.3 shall be
deemed to be invested in the same investments elected by the Participant for his or her deferrals
from salary for the Plan Year for which the Company Contribution is made (even though it is
credited in a subsequent Plan Year), or if none, as elected by the Participant for his deferrals
from bonuses for such Plan Year. On a quarterly or other basis selected by the Committee, the
Committee shall credit to each Participant’s Account an amount equal to the interest, earnings or
losses that would have resulted to the Account if the amounts credited to the Account were invested
as elected by the Participant. If the Participant designates a deemed investment in a life
insurance policy, the rate of earnings to be credited to such Participant’s



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Account shall be as set forth in a split-dollar life insurance agreement or other agreement
concerning such a policy.



     3.5 In addition to the other investments which the Participant may designate in which such
Participant’s Account shall be deemed to be invested for the purpose of determining the amount of
earnings to be credited to that Account, a Participant may designate that all or a portion of such
Participant’s bonus be deemed to be invested in Company stock. If a Participant makes such an
election, the Committee shall credit to the Participant’s Account the number of shares that could
have been purchased on the open market on a date and at a time selected by the Company which is not
more than two business days after the bonus is determined by the Company, but applying a 15%
discount to the purchase price. If the Participant makes such a designation with respect to a
bonus, such designation shall remain in force throughout the Participant’s participation in the
Plan and the Participant shall not be entitled to change such designation. A Participant who makes
such a designation with respect to bonuses paid in one year can make another investment designation
for bonuses paid in other years.



     3.6 At any time, the Company may, in its sole discretion, credit an amount on behalf of a
particular Participant to his or her account. The crediting of such an amount shall be evidenced
by providing the Participant a notice or statement specifying the amount of the credit.
Thereafter, the amount credited to the Participant’s Account shall be subject to all of the same
terms and provisions as amounts credited to the Account under Section 3.2 of the Plan.



ARTICLE IV




BENEFITS




     4.1 After the death of a Participant, the Beneficiary of such Participant shall be entitled to
the entire value of all amounts credited to such Participant’s Account, determined as of the
Valuation Date coincident with or preceding the date of distribution, including any additional
amount credited to such Participant’s Account as a result of life insurance proceeds payable due to
an investment direction made by the Participant to deem to invest a portion of the Account in
insurance on the Participant’s death. In addition, if the Participant dies before his entire
Account is paid and the Participant is insured under the variable universal life insurance owned by
the Trust, an additional $50,000 death benefit will be paid to the Beneficiary; provided, that if
the Participant also has an Account in the Post-2004 Plan and a $50,000 death benefit is payable
under the Post-2004 Plan, no death benefit will be payable under this Plan other than the balance
of the Participant’s account.



     4.2 If a Participant suffers a Disability while employed by the Company or an Affiliate or
while serving as a director of the Company, such Participant shall be entitled to the entire value
of all amounts credited to such Participant’s Account, determined as of the Valuation Date
coincident with or preceding the date of distribution. Such amount shall be payable to the
Participant at the time and in the manner determined by the Committee.



     4.3 After a Participant’s employment terminates or such Participant ceases to be a member of
the Board or a board of directors of a subsidiary for any reason other than death or Disability,
such Participant shall be entitled to the entire value of all amounts credited to the



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Account of such Participant, determined as of the Valuation Date coincident with or preceding
the date of distribution, except that the Participant shall only be entitled to the vested portion,
if any, of his Company Contribution Account. The vested portion of a Participant’s Company
Contribution Account shall be determined by applying the Participant’s vesting percentage
calculated pursuant to the terms of the 401(k) Plan. In addition to crediting service with Related
Employers, as that term is defined in the 401(k) Plan, the Company will credit service with
organizations and their predecessors in which the Company owns an interest but which do not qualify
as Related Employers.



     4.4 If a Participant has designated that all or a portion of a bonus that otherwise would be
paid to such Participant shall be deferred pursuant to the Plan and deemed to be invested in
Company Stock, then the following rules shall apply to that portion of the Participant’s Account:




	 	(a)	 	If the Participant becomes entitled to a distribution from the Plan and such
distribution is as a result of the Participant’s termination of employment because of
death, Disability, or retirement on or after age 65, then such Participant shall be
entitled to a distribution of the portion of his Account which is deemed to be invested
in Company Stock either in shares of Company Stock or in a cash payment equal to the
value of such Company Stock, determined as of the Valuation Date coincident with or
preceding the date of distribution.
	 
	 	(b)	 	If a Participant is entitled to a distribution for a reason other than death,
Disability, or retirement on or after age 65, or if a Participant elects to take an
in-service withdrawal as authorized in Article VI, the Participant shall be entitled to
receive Company Stock that has been credited to the Participant’s account for the
number of years in the schedule below, calculated as of the date of the termination or
request for withdrawal, as the case may be (or a cash payment equal to the value of
such shares), in the percentage set forth below:





	 	 	 
	Vested Percentage	 	Number of Years
	85%

	 	less than one year
	92.5%

	 	at least one but less than two years
	100%

	 	two or more years





In the case of an in-service withdrawal, the reductions and limitations of Article VI shall apply
to the amount determined pursuant to this Section 4.4(b).




ARTICLE V




PAYMENT OF BENEFITS AT TERMINATION




     5.1 In the case of a Participant who terminates employment with the Company or ceases to be a
member of the Board or an outside director of a subsidiary of the Company, the amount credited to
the Participant’s Account (provided it is more than $25,000) shall be paid in cash (except as
otherwise provided in Section 4.4), to the Participant, at the time the distribution



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of the Account is to commence, from among the following optional forms of benefit as elected
by the Participant on the form provided by the Company upon his or her initial participation in the
Plan:





	 	(a)	 	a lump sum distribution;
	 
	 	(b)	 	substantially equal annual installments over five (5) years;
	 
	 	(c)	 	substantially equal annual installments over ten (10) years; or
	 
	 	(d)	 	substantially equal annual installments over fifteen (15) years.





     A Participant may make a separate distribution election with respect to each deferral source
for each Plan Year. Notwithstanding the Participant’s distribution election, if the amount
credited to a Participant’s Account is $25,000 or less, at the time distribution of the Account is
to commence, payment will be made in a lump sum, and even if installment payments have commenced
under this Section 5.1, at such time as the value of such remaining amounts is $25,000 or less, all
remaining amounts credited to a Participant’s Account shall be distributed in a lump sum.



     Payment shall be made, or in the case of installment payments, commence as soon as
administratively practicable following the Participant’s termination of employment with the Company
or termination as a member of the Board or as a director of a subsidiary of the Company, or, if so
elected by the Participant in the Participant’s deferral election form, as soon as administratively
practicable during the calendar year following the year in which such event occurs. If installment
payments are made, the unpaid balance of the Participant’s Account shall continue to share in the
income and losses attributable thereto, in accordance with the provisions of the Plan, during the
period for which installment payments are made. A Participant may modify the optional form of
benefit that he or she has previously elected, as long as he or she provides the Committee with
written notice at least one (1) year in advance of the effective date of the change.



     5.2 Payment of a Participant’s benefit on account of death shall be made in a lump sum in cash
or, to the extent that Section 4.4 applies, in shares of Company Stock. Payment of a Participant’s
death benefit shall be made to the Beneficiary of such Participant as soon as practicable following
the Committee’s receipt of proper notice of such Participant’s death.



     5.3 Notwithstanding the provisions of Sections 5.1 or 5.2, the benefits payable hereunder may
be paid before they would otherwise be payable if, based on a change in the federal or applicable
state tax or revenue laws, a published ruling or similar announcement issued by the Internal
Revenue Service, a regulation issued by the Secretary of the Treasury, a decision by a court of
competent jurisdiction involving a Participant or a Beneficiary, or a closing agreement made under
Section 7121 of the Code that is approved by the Internal Revenue Service and involves a
Participant, the Committee determines that a Participant has or will recognize income for federal
or state income tax purposes with respect to amounts that are or will be payable under the Plan
before they otherwise would be paid. The amount of any payments pursuant to this Section 5.3 shall
not exceed the lesser of: (a) the amount in the Participant’s Account or (b) the amount of taxable
income with respect to which the tax liability is assessed or determined.



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     5.4 The payment of benefits under the Plan shall begin at the date specified in accordance
with the provisions of Sections 5.1 and 5.2 hereof; provided that, in case of administrative
necessity, the starting date of payment of benefits may be delayed up to thirty (30) days as long
as such delay does not result in the Participant’s or Beneficiary’s receiving the distribution in a
different taxable year than if no such delay had occurred.



     5.5 Each distribution shall be charged to the appropriate Plan Year and deferral type
subaccount of the Participant from which the distribution is to be made. Effective January 1,
2006, if less than the total balance of such subaccount is to be distributed, such distribution
shall be charged on a pro rata basis to each investment in which such subaccount is deemed to be
invested.



ARTICLE VI




IN-SERVICE WITHDRAWALS




     6.1 (HARDSHIP WITHDRAWALS): In the event of an unforeseeable emergency, a Participant may
make a request to the Committee for a withdrawal from the Account of such Participant. For
purposes of this Section, the term “unforeseeable emergency” shall mean a severe financial hardship
to the Participant resulting from a sudden and unexpected illness or accident of the Participant or
of a dependent [as defined in Section 152(a) of the Code] of the Participant, loss of the
Participant’s property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the Participant. Any
determination of the existence of an unforeseeable emergency and the amount to be withdrawn on
account thereof shall be made by the Committee, in its sole and absolute discretion. However,
notwithstanding the foregoing, a withdrawal will not be permitted to the extent that the financial
hardship is or may be relieved: (i) through reimbursement or compensation by insurance or
otherwise; (ii) by liquidation of the Participant’s assets, to the extent that liquidation of such
assets would not itself cause severe financial hardship; or (iii) by cessation of deferrals under
this Plan. In no event shall the need to send a Participant’s child to college or the desire to
purchase a home be deemed to constitute an unforeseeable emergency. No member of the Committee
shall vote or decide upon any matter relating to the determination of the existence of such
member’s own financial hardship or the amount to be withdrawn on account thereof. A request for a
hardship withdrawal must be made in the manner prescribed by the Committee, and must be expressed
as a specific dollar amount. The amount of a hardship withdrawal may not exceed the amount
required to meet the severe financial hardship. All hardship withdrawals shall be paid in a lump
sum in cash or, to the extent Section 4.4 applies, in shares of Company Stock.



     6.2 (SCHEDULED IN-SERVICE WITHDRAWALS): On a form prescribed by the Committee during the
applicable enrollment period, a Participant can elect to receive that Plan Year’s deferrals made
pursuant to Section 3.1, matching contributions credited pursuant to Section 3.2, additional
credits made that Plan Year pursuant to Sections 3.3, 3.5 or 3.6, and earnings thereon, at a date
specified by the Participant. Such date shall be no earlier than two (2) years from the last day
of the Plan Year for which the deferrals and matching and other credits are made. A Participant
may extend the scheduled in-service withdrawal date for any Plan Year, as long as the Participant
provides advance written notice to the Committee at least one year



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before the scheduled payment date, and such extension is for a period of not less than one
year from the previous, scheduled in-service withdrawal date. Any withdrawal under this Section
6.2 shall be made in a single lump sum, in cash, or to the extent Section 4.4 applies, in shares of
Company Stock.



     6.3 (UNSCHEDULED IN-SERVICE WITHDRAWALS): Notwithstanding any other provision herein to the
contrary, a Participant who is actively employed or has started receiving installment payments, (as
provided in Section 5.1 above) may elect to accelerate the date on which payment of his benefit
hereunder would otherwise be made, using a form provided by and filed with the Committee. Upon
such election, the amount to which such Participant is entitled shall be any whole percentage, from
ten percent (10%) to ninety percent (90%) of the benefit otherwise payable hereunder, which shall
be distributed in one lump sum, in cash (or in shares of Company Stock to the extent that Section
4.4 applies), as soon as administratively practicable after the early distribution election is
made. Ten percent (10%) of any amounts withdrawn from such Participant’s Account shall be
forfeited as of the date of such distribution.



     If, at the time of such election, the Participant is employed by the Company or an Affiliate,
such Participant shall be prohibited from participating in the Plan for the balance of the Plan
Year and no amounts shall be credited to his or her Account pursuant to Section 3.1 hereunder
during this period. The Participant may again elect to participate in the Plan as of the first
full payroll period after the last day of that Plan Year by executing a new participation agreement
within the time prior to such date established by the Committee.



     6.4 Withdrawals shall be charged pro rata to the investment options in which amounts credited
to a Participant’s Account are deemed to be invested pursuant to Section 3.4 hereof. If a
withdrawal exceeds the amount of a Participant’s Account which is deemed to be invested pursuant to
Section 3.4 hereof, then such withdrawals shall be charged to the portion of the Participant’s
Account which is deemed to be invested in Company Stock as provided in Section 3.5 hereof.



ARTICLE VII




ADMINISTRATION OF THE PLAN




     7.1 The Plan shall be administered by the Committee. The members of the Committee shall not
receive compensation with respect to their services for the Committee. The members of the
Committee shall serve without bond or security for the performance of their duties hereunder unless
applicable law makes the furnishing of such bond or security mandatory or unless required by the
Company. Any member of the Committee may resign by delivering a written resignation to the Company
and to the other members of the Committee.



     7.2 The Committee shall perform any act which the Plan authorizes expressed by a vote at a
meeting or in a writing signed by a majority of its members without a meeting. The Committee may,
by a writing signed by a majority of its members, appoint any member of the Committee to act on
behalf of the Committee. Any person who is a member of the Committee shall not vote or decide upon
any matter relating solely to such member or vote in any case in which the individual right or
claim of such member to any benefit under the Plan is particularly



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involved. If, in any matter or case in which a person is so disqualified to act, the
remaining persons constituting the Committee cannot resolve such matter or case, the Board will
appoint a temporary substitute to exercise all the powers of the disqualified person concerning the
matter or case in which such person is disqualified.



     7.3 The Committee may designate in writing other persons to carry out its responsibilities
under the Plan, and may remove any person designated to carry out its responsibilities under the
Plan by notice in writing to that person. The Committee may employ persons to render advice with
regard to any of its responsibilities. All usual and reasonable expenses of the Committee shall be
paid by the Company. The Company shall indemnify and hold harmless each member of the Committee
from and against any and all claims and expenses (including, without limitation, attorneys’ fees
and related costs), in connection with the performance by such member of duties in that capacity,
other than any of the foregoing arising in connection with the willful neglect or willful
misconduct of the person so acting.



     7.4 The Committee shall establish rules and procedures, not contrary to the provisions of the
Plan, for the administration of the Plan and the transaction of its business. The Committee shall
determine the eligibility of any individual to participate in the Plan, shall interpret the Plan in
its sole and absolute discretion, and shall determine all questions arising in the administration,
interpretation and application of the Plan. All determinations of the Committee shall be
conclusive and binding on all employees, Participants and Beneficiaries.



     7.5 Any action to be taken hereunder by the Company shall be taken by resolution adopted by
the Board or by a committee thereof; provided, however, that by resolution, the Board or a
committee thereof may delegate to any officer of the Company the authority to take any such actions
hereunder.



ARTICLE VIII




CLAIMS REVIEW PROCEDURE




     8.1 In the event that a Participant or Beneficiary is denied a claim for benefits under this
Plan (the “Claimant”), the Committee shall provide to the Claimant written notice of the denial
within 90 days after the claim is filed (45 days in the case of a Disability claim) unless an
extension of time for processing the claim is necessary because more information is needed (or, in
the case of a Disability claim, an extension is necessary for reasons beyond the control of the
Committee), in which case a decision will be rendered not later than 180 days (75 days in the case
of a Disability claim which may be further extended to 105 days if the additional extension is
necessary due to reasons beyond the control of the Committee) after the initial receipt of the
claim. If such an extension of time for processing the claim is required, written notice of the
extension and additional information that is necessary to process the claim will be furnished to
the Claimant prior to the expiration of the initial 90-day (or 45-day) period and will indicate the
special circumstances requiring an extension of time for processing the claim and will indicate the
date the Committee expects to render its decision. In no event will such extension exceed a period
of 90 days from the end of the initial period. The notice shall set forth:




	 	(a)	 	the specific reason or reasons for the denial;




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	 	(b)	 	specific references to pertinent Plan provisions on which the Committee based
its denial;
	 
	 	(c)	 	a description of any additional material or information needed for the Claimant
to perfect the claim and an explanation of why the material or information is needed;
	 
	 	(d)	 	if the claim is a claim for a Disability benefit, the Participant will be
notified if an internal rule, guideline, protocol or other similar criterion was relied
on by the Committee and the Participant will be provided with a copy of such rule,
guideline, protocol, or other criterion free of charge on the Participant’s request.
If the claim is a claim for a Disability benefit and the denial is based on a medical
necessity or other similar exclusion or limit, the Participant will be provided, free
of charge at his or her request, an explanation of how that exclusion or limit and any
clinical judgments apply to the Participant’s medical circumstances.
	 
	 	(e)	 	a statement that the Claimant may:






	 	(i)	 	request a review upon written application to the Committee;
	 
	 	(ii)	 	review pertinent Plan documents; and
	 
	 	(iii)	 	submit issues and comments in writing; and






	 	(f)	 	that any appeal the Claimant wishes to make of the adverse determination must
be in writing and received by the Committee within 60 days (180 days in the case of a
Disability claim) after receipt of the Committee’s notice of denial of benefits. The
Committee’s notice must further advise the Claimant that failure to appeal the action
to the Committee in writing within the 60-day (or 180-day) period will render the
Committee’s determination final, binding, and conclusive.





     8.2 If the Claimant should appeal to the Committee, the Claimant, or the duly authorized
representative of such Claimant, may submit, in writing, whatever issues and comments such
Claimant, or the duly authorized representative of such Claimant, feels are pertinent. The
Committee shall re-examine all facts related to the appeal and make a final determination as to
whether the denial of benefits is justified under the circumstances. The Committee shall advise
the Claimant in writing of its decision on the appeal, the specific reasons for the decision, and
the specific Plan provisions on which the decision is based. The notice of the decision shall be
given within 60 days (45 days in the case of a Disability claim) of the Claimant’s written request
for review, unless special circumstances (such as a hearing) would make the rendering of a decision
within the 60-day (or 45-day) period infeasible, but in no event shall the Committee render a
decision regarding the denial of a claim for benefits later than 120 days (90 days in the case of a
Disability claim) after its receipt of a request for review. If an extension of time for review is
required because of special circumstances, written notice of the extension shall be furnished to
the Claimant prior to the date the extension period commences. The Claimant will also be entitled
to receive, on request and free of charge, access to and copies of all documents, records, and
other information relevant to the claim. In addition, if the claim is a claim for a Disability
benefit, the Participant will be notified if an internal rule, guideline, protocol or other similar
criterion was relied on by the Committee and will be provided with a



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copy of such rule, guideline, protocol, or other criterion free of charge at your request. If
the claim is a claim for a Disability benefit and the denial is based on a medical necessity or
other similar exclusion or limit, the Participant will be provided, free of charge at his or her
request, an explanation of how that exclusion or limit and any clinical judgments apply to the
Participant’s medical circumstances. In the case of a Disability claim, the review on appeal must
be made by a different decision-maker from the Committee and that decision-maker cannot give
procedural deference to the original decision. If the Claimant is dissatisfied with the
Committee’s (or other independent fiduciary’s) review decision, the Claimant has the right to file
suit in a federal or state court.



ARTICLE IX




LIMITATION OF RIGHTS




     The establishment of this Plan shall not be construed as giving to any Participant, employee
of the Company or any person whomsoever, any legal, equitable or other rights against the Company,
or its officers, directors, agents or shareholders, or as giving to any Participant or Beneficiary
any equity or other interest in the assets or business of the Company or shares of Company stock or
as giving any employee the right to be retained in the employment of the Company. All employees of
the Company and Participants shall be subject to discharge to the same extent they would have been
if this Plan had never been adopted.



ARTICLE X




LIMITATION OF ASSIGNMENT AND PAYMENTS



TO LEGALLY INCOMPETENT DISTRIBUTEE




     10.1 No benefits which shall be payable under the Plan to any person shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and
any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise
dispose of the same shall be void. No benefit shall in any manner be subject to the debts,
contracts, liabilities, engagements or torts of any person, nor shall it be subject to attachment
or legal process for or against any person, except to the extent required by law.



     10.2 Whenever any benefit which shall be payable under the Plan is to be paid to or for the
benefit of any person who is then a minor or determined by the Committee, on the basis of qualified
medical advice, to be incompetent, the Committee need not require the appointment of a guardian or
custodian, but shall be authorized to cause the same to be paid over to the person having custody
of the minor or incompetent, or to cause the same to be paid to the minor or incompetent without
the intervention of a guardian or custodian, or to cause the same to be paid to a legal guardian or
custodian of the minor or incompetent, if one has been appointed, or to cause the same to be used
for the benefit of the minor or incompetent.



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ARTICLE XI




AMENDMENT TO OR TERMINATION OF THE PLAN




     The Committee reserves the right at any time to amend or terminate the Plan in whole or in
part. No amendment shall have the effect of retroactively depriving Participants or Beneficiaries
of rights already accrued under the Plan. Upon termination of the Plan, the Committee may, in its
sole and absolute discretion, and notwithstanding any other provision hereunder to the contrary,
direct that all benefits hereunder will be paid as soon as administratively practicable thereafter.



ARTICLE XII




GENERAL AND MISCELLANEOUS




     12.1 In the event that any provision of this Plan shall be declared illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining provisions of this Plan but
shall be fully severable and this Plan shall be construed and enforced as if said illegal or
invalid provision had never been inserted herein.



     12.2 The Section headings and numbers are included only for convenience of reference and are
not to be taken as limiting or extending the meaning of any of the terms and provisions of this
Plan. Whenever appropriate, words used in the singular shall include the plural or the plural may
be read as the singular.



     12.3 The validity and effect of this Plan and the rights and obligations of all persons
affected hereby shall be construed and determined in accordance with the laws of the State of Texas
unless superseded by federal law.



     12.4 The Company is not required to set aside any assets for payment of the benefits provided
under this Plan. A Participant shall have no security interest in any amounts credited hereunder
on such Participant’s behalf. It is the Company’s intention that this Plan be construed as a plan
which is unfunded and maintained primarily for the purpose of providing deferred compensation for a
select group of highly compensated employees.



     12.5 All amounts payable hereunder shall be reduced by any and all federal, state and local
taxes imposed upon the Participant or a Beneficiary which are required to be paid or withheld by
the Company. Notwithstanding the foregoing, effective January 1, 2006, if amounts are to be
distributed to the Participant or a Beneficiary in the form of Company Stock, the Participant or
Beneficiary may elect not to have such taxes paid or withheld out of such Company Stock, and
instead the Participant or Beneficiary may provide to the Company, or to the Company’s designee
(which may include the Trust), other funds for payment or withholding of such taxes.



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ARTICLE XIII




DEFERRED COMPENSATION SUBJECT TO CODE SECTION 409A




     13.1 Pre-2005 Nonvested Company Stock shall continue to vest after December 31, 2004 as
provided in Section 4.4(b), but the provisions of this Article XIII shall supersede any other
inconsistent provisions of the Plan with respect to such Pre-2005 Nonvested Company Stock. The
term “Pre-2005 Nonvested Company Stock” means any Company Stock to which the Participant would not
have been entitled pursuant to Section 4.4(b) on a termination of service or a request for
withdrawal as of December 31, 2004.



     13.2 The vested portion of the Participant’s Company Contribution Account for purposes of
determining the amount to which the Participant is entitled shall be determined on a combined basis
but the provisions of this Article XIII shall supersede any other inconsistent provisions of the
Plan with respect to the Participant’s 409A Company Contribution Account. The term “409A Company
Contribution Account” means (a) the portion of the balance credited to the Company Contribution
Account of a Participant as of December 31, 2004 that was not vested as of such date, (b) the
earnings after December 31, 2004 on such nonvested portion, and (c) any matching contribution
credits or Profit Sharing Credits, and earnings thereon, that are attributable to periods ending on
or before December 31, 2004, but which were not credited to the Company Contribution Account as of
such date.



     13.3 In lieu of the distribution available pursuant to Section 4.2, a Participant’s Pre-2005
Nonvested Company Stock and 409A Company Contribution Account shall be distributed in a single lump
sum payment as soon as administratively feasible after the Participant is determined by the
Committee to have a 409A Disability. The term “409A Disability” shall mean the Participant either
(a) is unable to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, or (b) is, by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, receiving income replacement
benefits for a period of not less than 3 months under an accident and health plan covering
employees of the Company.



     13.4 Notwithstanding anything in Section 4.3 or 5.1 to the contrary, no distributions shall be
made from a Participant’s Pre-2005 Nonvested Company Stock and 409A Company Contribution Account
before the date that is six months after the date a Participant terminates employment with the
Company, if that Participant is, on the date of termination, a “specified employee,” as defined in
the regulations issued by the U.S. Department of the Treasury under Section 409A of the Code, which
regulations are incorporated herein by reference.



     13.5 To the extent allowed by the regulations issued by the U.S. Department of the Treasury, a
Participant may modify the time or form of benefit that he or she has previously elected with
regard to the Participant’s Pre-2005 Nonvested Company Stock and 409A Company Contribution Account,
only if (a) the Participant provides the Committee with written notice at least one year in advance
of the effective date of the change, and (b) the change postpones the payment(s) at least five
years after their scheduled payment date(s).



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     13.6 Hardship withdrawals from the Participant’s Pre-2005 Nonvested Company Stock and 409A
Company Contribution Account may be made only if the Participant has an unforeseeable emergency.
For purposes of this Section 13.6, the term “unforeseeable emergency” shall mean a severe financial
hardship to the Participant resulting from an illness or accident of the Participant, the
Participant’s spouse, or a dependent [as defined in Section 152(a) of the Code] of the Participant,
loss of the Participant’s property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of the Participant.
Any determination of the existence of an unforeseeable emergency and the amount to be withdrawn on
account thereof shall be made by the Committee, in its sole and absolute discretion. However,
notwithstanding the foregoing, a withdrawal will not be permitted to the extent that the financial
hardship is or may be relieved: (i) through reimbursement or compensation by insurance or
otherwise; (ii) by liquidation of the Participant’s assets, to the extent that liquidation of such
assets would not itself cause severe financial hardship; or (iii) by cessation of deferrals under
this Plan. In no event shall the need to send a Participant’s child to college or the desire to
purchase a home be deemed to constitute an unforeseeable emergency. No member of the Committee
shall vote or decide upon any matter relating to the determination of the existence of such
member’s own financial hardship or the amount to be withdrawn on account thereof. A request for a
hardship withdrawal must be made in the manner prescribed by the Committee, and must be expressed
as a specific dollar amount. The amount of a hardship withdrawal may not exceed the amount
required to meet the severe financial hardship plus the amount needed to pay taxes reasonably
anticipated as a result of the distribution. All hardship withdrawals shall be paid in a lump sum
in cash as soon as administratively possible after the Committee has determined that an
unforeseeable emergency exists for the Participant.



     13.7 Section 6.3 shall not apply to the Participant’s Pre-2005 Nonvested Company Stock and
409A Company Contribution Account.



     IN WITNESS WHEREOF, Dean Foods Company, the Company, has caused this restated Plan to be duly
executed in its name and behalf by its proper officers thereunto duly authorized this 5th day of
September, 2006.



	 	 	 	 	 	 	 
	 	 	DEAN FOODS COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Vice President HR Administrative Services	 	 







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